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Home My WebLink About26-6375 - City Council - ResolutionRESOLUTION 26-6375 CITY OF DALLAS RESOLUTION NO. 2026-08-200 CITY OF FORT WORTH RESOLUTION NO. 26-637.5 RESOLUTION MAKING CERTAIN FINDINGS OF CERTAIN DALLAS FORT WORTH INTERNATIONAL AIRPORT AIR CARGO FACILITIES AS "PUBLIC FACILITIES" AND "APPROVED AIRPORT PROJECTS" AND RELATED MATTERS WHEREAS, with the approval of the Cities of Dallas and Fort Worth, Texas (the "Cities"), the Dallas Fort Worth International Airport Public Facility Improvement Corporation (the "Corporation") was duly incorporated and is a validly existing Texas non-profit airport facility financing corporation pursuant to Chapter 22, Texas Transportation Code, as amended (the "Act"); and WHEREAS, the Cities are the joint owners of the real property and improvements known as the Dallas Fort Worth International Airport (the "Airport"); and WHEREAS, the Dallas Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, leases to FUND I SUB OP, L.P., Prologis 2, L.P., and Prologis Targeted U.S. Logistics Funds L.P. (the "Tenants") three air cargo facilities (the "Air Cargo Facilities"); and WHEREAS, the Corporation intends to purchase the leasehold interests of the Tenants so that the Air Cargo Facilities will be controlled by the Corporation on behalf of the Board; and WHEREAS, the Corporation's Articles of Incorporation and the Rules and Regulations Relating to the Organization, Operation, and Management of the Corporation (the "Rules and Regulations"), adopted on December 14, 2000, require that the Cities make certain findings relating to the Air Cargo Facilities in order for the Corporation to participate in the transactions contemplated in these Recitals; and WHEREAS, part of the purchase price for the leasehold interests of the Tenants is that the Board will grant two ten-year renewal options for each of ten non - aeronautical warehouse leases (the "Non -Aeronautical Leases") to their ten tenants (the "Non -Aeronautical Tenants"); and WHEREAS, the renewal options of the Non -Aeronautical Leases will extend their terms in excess of 40 years, thus requiring that the renewal options be approved by the Cities, pursuant to Section 22.080 of the Act. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS THAT: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT: 1. The Cities hereby find and determine that the Air Cargo Facilities are "Public Facilities" as defined in paragraph (a) of Article Four of the Articles of Incorporation of the Corporation, and are buildings or facilities for the comfort and accommodation of air travelers, including a facility commonly found and provided at an airport, pursuant to Section 22.011(b)(1)(D), Transportation Code, as amended, and are facilities that are beneficial to the operation or economic development of the Airport and to the development and general diversification of the economy, pursuant to Section 22.012, Transportation Code, as amended. The Cities hereby approve the financing, planning, development, construction, equipping and operation of the Air Cargo Facilities as "Approved Airport Projects" pursuant to Sections 1.1 and 1.2 of the Rules and Regulations and finds and determines that such projects are consistent with and in furtherance of the purposes of the Corporation. 2. The Cities hereby approve the following renewal options for the Non - Aeronautical Leases. Non -Aeronautical Tenant Location Expiration With Renewals AMB DFW Airfield Drive II LP 1901 W. Airfield Dr 10/9/2047 10/9/2067 Prologis Targeted U.S. Logistics 1555 N. Airfield Dr. 12/29/2046 12/29/2066 Fund, LP Prologis Targeted U.S. Logistics 2370 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2450 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2460 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2611 & 2555 Regent 11/27/2048 11/27/2068 Fund, LP Blvd DCT Industrial Value Fund I LP 2700 Esters Blvd. & 10/14/2039 10/14/2059 1225 N. 28th St. Prologis, LP 951 Mustang Dr. Prologis, LP 1001 Mustang Dr. Security Capital Industrial Trust 9500 N. Royal Ln. Access Drive/Parking 12/9/2060 11/9/2060 1/1/2038 12/9/2080 11/9/2080 1/1/2058 3. This Resolution shall be effective upon final approval by both the Cities of Dallas and Fort Worth, Texas. Adopted this September 15, 2026. ATTEST: By: Jannette S. Goodall, City Secretary ?'EX A' PASSED BY THE DALLAS CITY COUNCIL THIS DAY OF , 2026. CITY OF DALLAS: Kimberly Bizor Tolbert City Manager, City of Dallas, Texas THE STATE OF TEXAS § COUNTY OF DALLAS § CITY OF DALLAS § APPROVED AS TO FORM: Bert Vandenberg City Attorney, City of Dallas, Texas I, Bilierae Johnson, City Secretary of the City of Dallas, do hereby certify: 1. That the above and foregoing is a true and correct copy of a Resolution, duly presented and passed by the City Council of the City of Dallas, at a regular meeting held on , 2026, as same appears of record in the Office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 2026. City Secretary City of Dallas, Texas [SEAL] PASSED BY THE FORT WORTH CITY COUNCIL THIS 15th DAY OF SEPTEMBER, 2026. CITY OF FORT WORTH: APPROVED AS TO FORM: Jesus "Jay" Chapa Leann D. Guzman City Manager, City Attorney City of Fort Worth, Texas City of Fort Worth, Texas THE STATE OF TEXAS § COUNTY OF TARRANT § CITY OF FORT WORTH § I, Jannette Goodall, City Secretary of the City of Fort Worth, do hereby certify: 1. That the above and foregoing is a true and correct copy of a Resolution, duly presented and passed by the City Council of the City of Fort Worth, at a regular meeting held on September 15 2026, as same appears of record in the Office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Fort Worth, Texas, this 5th day of October, 2026. Jannette S. Goodall City Secretary [SEAL] ity of Fort Worth, Texas August .o, 2026 STATE OF TEXAS § COUNTY OF DALLAS § COUNTY OF TARRANT § I, James W. Baker III, Board Staff Secretary of the Dallas -Fort Worth International Airport Board, do hereby certify that the attached is a true and correct copy of Resolution No. 2026-08-200, approved by the Dallas -Fort Worth International Airport Board of Directors at its Board Meeting held on August 6, 2026. WITNESS MY HAND AND SEAL OF THE DALLAS -FORT WORTH INTERNATIONAL AIRPORT BOARD, this loth day of August 2026. James W. Baker III Board Staff Secretary Dallas Fort Worth International Airport Board Official Board Action / Resolution Date: August 6, 2026 Finance, Audit, and Administration Committee Subject: International Air Cargo (IAC) 1, 2 and 3 Department: Air Service Development and Cargo Amount: $99,800,000 Revised Amount: Resolution No.: 2026-08-200 $0.00 BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD Approve (a) the Purchase Agreement between the Dallas/Fort Worth International Airport Public Facility Improvement Corporation ("PFIC"), the Dallas/Fort Worth International Airport Board (the "Airport Board") and FUND I SUB OP, L.P., Prologis 2, L.P. and Prologis Targeted U.S. Logistics Funds, L.P. (hereinafter "Prologis") and the transactions contemplated therein, including (i) the assumption by PFIC of three ground lease agreements between the Airport Board and Prologis for properties located at 1639 West 23rd Street (IAC 1), 1640 West 23rd Street (IAC 2) and 2450 West Airfield Drive (IAC 3), (ii) the assumption by PFIC of all subleases between Prologis and its tenants in those properties, (iii) the grant by the Airport Board of two ten-year options to renew on ten non -aeronautical warehouse leases between the Airport Board and the Prologis affiliated entities that are the tenants associated with properties listed in the attachment hereto, and (iv) payment by PFIC to Prologis of an amount not to exceed $99,800,000; (b) an amendment to the ground leases for IAC 1, 2 and 3 under the terms of which PFIC will pay additional rent to the Airport Board in an amount equal to the debt service on any and all debt issued for the purpose of acquiring, constructing or remodeling IAC 1, 2 and 3 ((a) and (b) above hereinafter collectively referred to as the "IAC 1, 2 and 3 Transaction"); (c) approve the IAC 1, 2 and 3 Transaction as an authorized PFIC project; (d) request that the Owner Cities of Dallas and Fort Worth approve the extension of the ten non -aeronautical warehouse leases for terms that may exceed 40 years; and (e) request that the Owner Cities of Dallas and Fort Worth approve the IAC 1, 2 and 3 Transaction and designate such transaction as an authorized PFIC Project, as required under the PFIC's Articles of Incorporation and Rules and Regulations. BACKGROUND: The PFIC Board approved the Prologis IAC 1, 2 and 3 Transaction on July 29, 2026, whereby: o PFIC will assume the ground leases for IAC 1, 2 and 3 between Prologis and the Airport Board, which leases expire March 12, 2046, July 1, 2040 and November 19, 2038, respectively. PFIC will pay ground rent to the Airport Board pursuant to the terms of the ground leases, plus additional rents to cover debt service. o The Airport Board will extend ten non -aeronautical warehouse leases between the Airport Board and the Prologis affiliates, as detailed in the attachment. If both options are exercised, the terms of those leases will extend beyond 40 years. As a result, Owner City approval is required. o Prologis will assign subleases with its tenants for IAC 1, 2 and 3 and adjacent aprons to the PFIC. o PFIC will assume property management responsibilities. o The purchase price will not exceed $99,800,000 The Articles of Incorporation for the PFIC provide that it was created for the purpose of financing, planning, constructing, equipping, owning, renovating, repairing, improving, maintaining and/or operating one or more facilities within the boundaries of the Airport. The Articles further state that such facilities must be for the comfort and accommodation of air travelers or be beneficial to the operation or economic development of the Airport and must be approved by the Airport Board and each of the Owner Cities. The Airport Board is requested to (a) approve the IAC 1, 2 and 3 Transaction, (b) designate the IAC 1, 2 and 3 Transaction as an authorized PFIC project, (c) request that the Owner Cities approve the extension of the ten non - aeronautical warehouse leases for terms that may exceed 40 years; and (d) request that the Owner Cities of Dallas International Air Cargo (IAC) 1, 2 and 3 Official Board Action - Action Resolution No.: 2026-08-200 and Fort Worth approve the IAC 1, 2 and 3 Transaction and designate the transaction as an authorized PFIC project, as required under the PFIC's Articles of Incorporation and Rules and Regulations. BUSINESS DEVELOPMENT INFORMATION: • Not Applicable ADDITIONAL INFORMATION: Fund Project Number External Funding Source PFIC Attachments: IAC - Attachment Approvals Milton De la Paz, Vice President - Air Service Development and Cargo Approved - 7/22/2026 Tracy Barker, Vice President - Procurement and Materials Management Approved - 7/22/2026 Tamela Lee, Vice President - Business Development Approved - 7/23/2026 Abel Palacios, Vice President - Finance Approved - 7/23/2026 Elaine Rodriguez, General Counsel - Legal Approved - 7/23/2026 Christopher McLaughlin, Chief Executive Officer Final Approval - 8/6/2026 International Air Cargo (IAC) 1, 2 and 3 Official Board Action - Action Resolution No.: 2026-08-200 Attachment 1 Non -Aeronautical Tenant Location Expiration With Renewals AMB DFW Airfield Drive II LP 1901 W. Airfield Dr 10/9/2047 10/9/2067 Prologis Targeted U.S. Logistics 1555 N. Airfield Dr. 12/29/2046 12/29/2066 Fund, LP Prologis Targeted U.S. Logistics 2370 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2450 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2460 W. Airfield Dr. 10/6/2045 10/6/2065 Fund, LP Prologis Targeted U.S. Logistics 2611 & 2555 Regent Blvd 11/27/2048 11/27/2068 Fund, LP DCT Industrial Value Fund I LP 2700 Esters Blvd. & 10/14/2039 10/14/2059 1225 N. 28th St. Prologis, LP 951 Mustang Dr. 12/9/2060 12/9/2080 Prologis, LP 1001 Mustang Dr. 11/9/2060 11/9/2080 Security Capital Industrial Trust 9500 N. Royal Ln. 1/1/2038 1/1/2058 Access Drive/Parking