HomeMy WebLinkAboutContract 45657 CITY SECRUAW
CONTRACT NO.
CSC NO.
PROPERTY MANAGEMENT AGREEMENT
FORT WORTH ALLUNCE AtRPORT AIR TRAFFIC CONTROL TOWER
This Property Management Agreement (the "Agreement") is entered into as of the A— day of
_, 2014, by and between the City of Fort Worth, Texas ("Owner") and Hillwood Alliance
Services, LLC ("Operator").
1. Property. Owner is the owner of that certain real property commonly known as the air traffic
control tower located at Fort Worth Alliance Airport(the "Property").
2. Appointment of Operator. Owner hereby appoints Operator as the manager of the Property
upon the ten-ns and conditions set forth herein, and Operator hereby accepts such appointment. Operator
acknowledges that it is an independent contractor and not an employee of Owner. Operator shall have no right or
authority, express or implied, to commit or otherwise obligate Owner in any manner whatsoever, except to the
extent specifically provided in this Agreement. Operator shall have no right or interest in the Property, nor any
claim or lien with respect thereto, arising out of this Agreement or the performance of its obligations hereunder.
3. Term and Termination.
(a) Term.
(i) Initial Term. The term of this Agreement shall commence on June 9, 2014 and end
on September 30,2018 ("Initial Term").
(ii) Renewal Terms. The term of this Agreement will be automatically renewed for one
five (5) year term beginning on the date the Initial Tenn expires ( "Renewal Term"), unless either party gives
notice to the other of its intent to tenninate this Agreement at least 90 days prior to the date on which the Renewal
Term would begin. Prior to the date this Agreement terminates, Owner and Operator shall continue to perform all
of their obligations under this Agreement.
(b) Termination 'Without tr-ausc. Notwithstanding anything in this Agreement to the
contrary, Owner or Operator shall have the right to terminate this Agreement at any time upon at least 90 days'
prior written notice to the other party.
(c) Termination With Cause.
(i) Without Notice. Owner shall have the right to terminate this Agreement
immediately upon written notice to Operator upon the occurrence,in Owner's reasonable judgment, of any of the
following events:
(A) Operator has failed to perform its obligations to Owner under this
Agreement and such failure has not been cured after thirty (30) days written
notice from Owner to Operator;
01"FICIAL
I'A 19,Lyf
UN 0 9,2014
.........
(B) Arcoeivcr liquidator or trustee ofOperator im appointed hy court order,
oro petition Wliquidate or reorganize Operator im filed against Operator under
any bankruptcy, reorganization or insolvency law, or Operator files a petition in
hauknunioy or rcgu*atm reorganization under the provisions of any bankruptcy
reorganization or iomo)v*ooy laws, or if Operator onok*a an ammigocu*ot for the
benefit of its creditors, orif Operator im adjudicated bankrupt;
(C) The dcaUoodou or ooudcnuuadou of the Property under oircunum1auo*a
where the Property will not be rebuilt;
(D) The termination or dissolution of Operator; or
(2) The consummation ofo bona fide sale of the Property to a new owner
not affiliated with Owner.
(ii) ComDensation. If this Agre*on*o1 is terminated pursuant to S*odoo 3(h)(i),
Operator shall not be entitled to receive any further Management Fees due under this Agreement beyond
the termination effective date.
(A) Operator acknowledges and agrees that
all books, records, contracts, leases, files and 000eapood*oo* relating to the
Property, including, but not limited to, 000eapood*oo* with tenants or
prospective tenants, computations of rental ad6ua1nu*uto and operating expenses,
nuaiotcuouo* or preventative nuoiut*uano* programs, aoh*du)*o and logo, tenant
finish and construction records, inventories of personal property and equipment
belonging to the Property, 000eopoud*uo* with vendors, 000eopood*oo* with
federal, state, county and municipal authorities, and accounts held or maintained
hy Operator for Owner are the sole property of Owner and shall hc delivered to
Op/unc or Op/onr'o dcuigonn opnu dmnxod or, if no dnnuuud is nuudn, on the date
this Agre*nu*u1 terminates. Operator further acknowledges and agrees that all
furniture, equipment, nootcrioly and other personal property delivered to Operator
by Owner or purchased hy Operator with Owner's funds is the sole property of
Owner and shall hc delivered 10 Owner orOwner's designee upon demand or, if
no d*nuoud is made, on the dot* this '4gre*nu*ut 1*nnivat*o. In addition, on or
prior to the termination date, Operator shall (i) vacate any space in the Property
provided by Ovvo*r for the use of Operator; and (ii) remove all signs that are
placed at any location on the Property stating the uum* of Operator and repair
any damage caused hy the removal of such signs. Prior to the t*rouivad000fthis
Agreement and for thirty(30) days following the termination date, Operator shall
reasonably make itself and its staff available to Owner to consult with Owner and
Owner's new property manager concerning the operation and management of the
Property, o1oo charge 1oOwner.
4. Mana2ement Fee and Reimbursement for Expenses.
(a) Mana2ement Fee. The compensation to Operator for the management services it
provides to Owner hereunder shall be a monthly fee equal to one thousand dollars ($1000.00) each calendar
month(the "Management Fee").
The Management Fee shall be paid to Operator on a monthly basis. The Management Fee shall be payable by the
fifteenth (15th) day of each calendar month. In the event of the termination of this Agreement, the final
Management Fee shall be payable to Operator thirty(30) days after the date this Agreement terminates.
(b) Reimbursement of Expenses. Except as otherwise provided for in this Agreement, the
Management Fee shall compensate Operator for all of the costs it incurs in providing management services
hereunder, including,but not limited to, general overhead expenses, and salaries and other expenses incurred with
respect to Operator's corporate employees not involved in the direct management and operation of the Property.
5. Management of Property.
(a) Scope of Mana2ement Services. Operator hereby agrees that it shall be solely
responsible for the management of the Property and shall use commercially reasonable efforts to manage, operate
and maintain the Property efficiently and in a commercially reasonable manner satisfactory to Owner and in
conformance with the annual operating budget of the Property. Operator shall do and perform any and all things
commercially reasonably necessary for the pleasure, comfort, service and convenience of the tenants of the
Property. Operator shall perform, in a timely manner and as instructed by Owner, all of Owner's obligations
under tenant leases, and to the extent provided to Operator, ground leases, mortgages and deeds of trust,
covenants, conditions and restrictions, easements and any other agreements affecting the Property. Operator shall
make available to Owner the full benefit of the judgment, experience and advice of all members of Operator's
organization and staff with respect to the management of the Property at no additional charge to Owner. Owner
shall be responsible for the collection of any rents due and owing by tenants of the Property.
(b) Maintenance esponse Time. Operator, to the best of its ability, will (i) promptly
respond to Owner's and its tenants' requests for maintenance and repairs of the Property, (ii) promptly investigate
the need for such maintenance and repairs of the Property following such requests, (iii) keep Owner reasonably
informed of tenant requests for maintenance and repairs of the Property, (iv) promptly consult with Owner to
develop a plan of action to conduct such maintenance and repairs, and (v) diligently pursue completion of such
maintenance and repairs.
(c) Audit and Inspection gts. Owner shall have reasonable access, at reasonable times
and only following reasonable advance notice to Operator, to examine all necessary books, papers, documents
and records relating to the Property, and Owner shall also have the right to audit such books, papers, documents
and records, following reasonable prior notice to Operator, during the Term of this Agreement; provided,
however, that any such audit (1) shall be conducted only at Operator's offices and/or, at Operator's option, at the
Property and only during Operator's normal business hours, (ii) shall be conducted in accordance with Owner's
instructions, and (iii) shall be related only to those activities performed by Operator for Owner. Audit and
inspection rights Shall survive the termination of this Agreement for a period of three (3) years. The cost of any
such audit shall be borne solely by Owner.
(d) ARglets. For the period beginning on the date of this Agreement through September
30, 2015, the approved Facility Maintenance Budget ("Operating Budget") and Capital Improvement 5-Year
Plan ("Capital Plan") are attached hereto as Exhibits A and B. Prior to August 1, 2015, and each August 1
thereafter during the Tenn, Operator shall prepare and submit to Owner proposed Operating Budgets and Capital
Plans for the Property for such fiscal year beginning October 1 through September 30. The budgets will be a
breakdown of expenses by month, and shall include, but not be limited to, elevator maintenance, electrical repair,
plumbing repairs, fire safety, pest control, trash removal, maintenance equipment, landscape maintenance, HVAC
maintenance/repair expenses and janitorial expenses. The budget, after written approval by Owner, shall be used
by Operator as a guide for the actual operation of the Property during the period covered by the budget, and
Operator shall provide Owner on the 15th day following the end of each quarter a comparison of actual and
budgeted expenses and a statement of the amount of unencumbered funds. Provided,however, that Operator shall
obtain Owner's prior approval for any expenditure not authorized by the approved annual budget.
(e) Compliance with Legal REggiEEffiggLs. Subject to the other terms and conditions of
this Agreement, Operator shall take, at Owner's expense, such actions as may be necessary to comply with any
and all laws, regulations, orders, or requirements which apply to the Property or its ownership or operation
(hereinafter "Applicable Laws"). If Operator obtains any information which indicates that the Property might be
in violation of any Applicable Law, Operator shall promptly give Owner notice of the existence or potential
existence of such a violation. If the cost of complying with an Applicable Law is not authorized by an approved
annual budget, Operator shall promptly notify Owner, and Owner shall be responsible for taking all necessary
corrective action. Operator represents and warrants that it and its employees presently hold all licenses and
permits legally required for it to perform its obligations under this Agreement,and Operator hereby covenants and
agrees to maintain all such licenses and permits during the term of this Agreement.
(f) Insurance.
(i) Property Insurance. Owner shall, at Owner's expense, maintain "all risk"
property insurance for the Property which contains coverages and is issued by companies that are acceptable to
Owner, in Owner's sole discretion. Such policy(ies) shall name Owner as the named insured. Owner shall waive
its right of subrogation against the Operator, and the Owner's policy shall be endorsed to prohibit subrogation
against the Operator for any cause.
(ii) Personal Property of Operator. Owner shall not be liable to Operator, its
employees, agents, customers and invitees for loss or damage to their personal property and business records
located at the Property. Operator shall obtain and keep in full force and effect during the tern of this Agreement
extended coverage property insurance covering one hundred percent (100%) of the replacement cost of Operator's
personal property. Operator shall procure from its insurers waivers of subrogation with respect to claims against
Owner under policies in which Owner is not named as an additional insured.
(iii) Liability Insurance. Owner shall at all times during the term of this
Agreement cant' Commercial General Liability ("CGL") insurance with respect to the Property in an amount of
not less than Two Million Dollars ($2,000,000). Such insurance shall be primary and shall name Operator as
additional insured. Operator shall at all times during the tenn of this Agreement cant' CGL insurance covering
the actions taken by Operator as excess insurance in performing its obligations under this Agreement with
minimum limits of at least Two Million Dollars ($2,000,000) issued by an insurance company reasonably
acceptable to Owner. Owner shall be named as an additional insured under Operator's CGL policy.
(b/ ybuU
carry Worker's Compensation insurance in statutory amounts. In addition, Operator ohu|| carry Employer's
Liability Insurance innot less than the following amounts:
(&) $500,000 bodily injury by accident,each accident;
(B) $500,000 bodily injury bydisease,each cop|nyuc; and
(C) $500,000 bodily injury bydiscuyc,policy limit.
Operator shall furnish Owner with evidence nfsuch insurance throughout the term nf this Agreement. Operator's
policy shall be endorsed to waive its rights of subrogation against Owner by its insurance company.
h4 Property Losses. Operator ybaU promptly investigate and report to Qnmcp all
claims for damage to the Property. Property c|uinuy ybuU be ycK|cd by Owner or Owner's authorized
representative.
(vi) Accidents. Operator sbuD pnnoupdy report all third party accidents/incidents to
Owner. All reports shall bcinu form reasonably acceptable tn Owner and Owner's insurance company.
(vil) Certificates of Insurance. Operator shall furnish Owner with appropriate
certificates of insurance as proof that it has obtained and maintains in full force and effect the types and amounts
of insurance coverage required herein. In addition, Operator shall, at Owner's request, provide Owner with
evidence that i1 has maintained such coverage iu full force and effect.
(viii) Contractors and Vendors. Operator shall require that all parties performing work
on or with respect 0u the Property, including, vvidbnut limitation, contractors, yubcnrknack,ro` ouutc6uluucn and
service vendors,ouaintainiuyuruncccoverogeu]suchpurty'sczpcuse, indhc6/Unvvingouininnuouuoununto:
(l) Worker's Compensation: Statutory Amount (Including All State Endorsement)
(2) Bondnyua Liability: $500,000 bodily injury by uccidcnt,each accident;
$50O,000 bodily injury bydiscuse,cucbcmpinycc;
$50O,000 bodily injury bydiseuse,nnlicvUcuit
(3) Commercial General Liability $l,000,000 each occurrence
Insurance — ISO Fnon CG 0001 $2,000,000 general aggregate
or CG 0004 Coverages Required,
Products 8c Cnoup|utcd
Operations, subject to [8O Form
CG 2037, Full Contractual,
Blanket insured as required by
written agreement,blanket waiver
of subrogation:
(4) Automobile Insurance: $l,O00,000 (CSL)All Automobiles
Operator must obtain Owner's written permission prior to waiving any of the above insurance requirements.
Upon prior notice to Operator, Owner shall have the right in increase the amounts of insurance described above
and to require additional insurance. Operator shall obtain and keep on file u certificate of insurance evidencing
the existence of the coverages described above prior to pcooitdng any contractor, subcontractor, rnutcriu|rnuo or
vendor tn enter the Property.
(ix) . Operator ugrcco not to knowingly permit the use of the Property
for any purpose which might void or violate any policy of ioounynoc nc/o6og to the Property or which oniebt
render any loss thereunder u000|/ecdb/e.
(x) Waiver of Subrogation. Owner, no behalf nf itself and its insurers, waives its rights
nf recovery against Operator nr Operator's partners, shareholders, officers, directors and employees, for damages
sustained by Owner uou result of any damage tn the Property or damage to property of others or bodily injury or
death u6aiog from any risk or peril to the extent covered by any insurance policy carried by or required to be
carried by Owner pursuant to the teono of this Agreement, and Owner agrees that on party ohuU have any such
right of recovery by way of subrogation or assignment with respect to aunoe. Operator, no behalf nf itself and its
insurers, waives its rights of recovery against Owner or any person who holds u direct or indirect ownership
interest in Owner and their respective officers,directors and employees, for damages sustained by Operator as a
result nf any damage tn its property ordamage to property of others or bodily injury ordoatbuzioio&fromaoyriok
or peril to the extent covered hyany insurance policy actually carried by or required to be carried by Operator
pursuant to the terms of this Agreement, and Operator agrees that no party shall have any such right of recovery
by way of subrogation or assignment with respect to same. Owner and Operator shall each notify their respective
insurance carriers of the rnutnu| waivers herein contained and shall cause their respective insurance policies
required hereunder to include an acknowledgement of and agreement to such waivers or to be endorsed, if
necessary,to prevent any invalidation of coverage as a result of the mutual waivers herein contained.
(g) Personnel. Operator shall have in its employ at all h/ueo a sufficient number of capable
Poramoa to enable it to operate, manage and maintain the Property (including providing all required accounting
information) in an efficient, au6:, doue|y and economical ouuooer, subject to the constraints and |imitudnoo of
applicable budgets. All matters pertaining to the employment, supervision, compensation, promotion and
discharge of the persons working at or providing services to the property obaO he the on|e responsibility of
Operator, with the exception of the building engineer who will be employed and rnuouged by Owner. Operator
shall fully comply with all laws and regulations applicable to the employees of Operator working at the Property,
including,but not limited to, BRlSA, wage and hour regulations and OSHA.
6. Capital Improvement ManggKinent.
(u) At Owner's request, Operator obuO supervise any contractor
that engages inconstruction activities at the Property. Construction activities include, but are not necessarily
limited to, the construction of improvements for tenants of the Property, the renovation of the common areas of
the Property and the repair and maintenance of the Property, Operator shall (i) assist in the review of space plans,
working drawings and other plans and opcoifioadoomfor the construction uf improvements; (U)obtain estimates nf
the cost of completing improvements at such times as may be requested by Owner; (iii) assist Owner in selecting
qualified contractors to bid on the completion of construction jobs, in evaluating the bids received by Owner and
in ovvuojing the contract; (iv) uooisi Owner in processing and approving change orders; (v) supervise the
construction of the improvements so that they are completed in accordance with the requirements of all plans and
apecifioutinoo, tenant leases and construction contracts; (vi) review and approve all payment requests submitted
by any contractor and recommend N Owner whether or not the payment request should be honored; (vii) assist
Owner in making upprnpduVc payments in any general contractor, ouhonntraoico or nuuie6u|noun; and (viii)
attempt to obtain appropriate oertifioutemofinmoruuocfhnnuUoontraokru, ouhoonUraotmmundnuutchu/cuenheforc
they enter the Property. All onnotnoohnn onutraoio abuU he prepared using a form of onuabnotinu contract
approved hy Owner iu advance and ahuU he submitted 6y Operator tn Owner for its approval and cxcondnu.
Operator ahuU have no authority in employ onniruotnru for the onuairuodnu of improvements without the prior
written consent of Owner. Owner shall be responsible for bid preparation, advertisement, award of contract and
contract documents for all capital ionprnvcnucnto on the Property. Owner shall enter into all cnubnota for capital
inuprnvcnucn\a, and Owner shall be responsible for all payments relating in such contracts.
(h) Construction Management Fee. The an)c cnnnpenaudnu to Operator for the cnuaUmcdnn
management services described above shall 6c construction management fee (the "Construction Management
Fee") equal tn five percent (5%) of the construction hard costs. The CnuaUmcdou Munugcnucu/ Fee shall be
calculated on the basis of the actual construction costs (the "Construction Costs") paid by Owner to contractors,
subcontractors, nuutcriu|nueu, and consultants (other than Operator) involved in the cnuotnuc6nu activities
described in Section 6(a) above. The Construction Management Fee shall he payable nnthe fiftccuih (I 5th) day
of each calendar month based on the actual Construction Costs paid by Owner during the immediately preceding
calendar month. Except as otherwise provided in section 3 uhnvc, in the event of the tconioudnu of this
Agreement, the final Construction Management Pcc shall he payable to Operator thirty (30) days after the date
this AArccnueni tconinutce and ehuU he based on the CnueUmcdou Costs actually paid by 0vvucr prior to the
iconinuiinn date. Operator acknowledges and agrees that the Construction Muuugcnucut Pcc ehu|| be its eo|c
compensation for the performance of the construction management services.
7. Management Authority.
(a) Expenses. Within 5 6ueincee days following the duk: of this Agreement, 0vvucr shall
deposit into Operator's bank account the u/nouninf$27,80g.00representing the estimated expenses set forth in
the attached Operating Budget. Thereafter,throughout the Term, within 5 business days after 0wncCe approval nf
an applicable 0poogio& Budget fora fiscal year, Owner shall deposit into Operator's 6uuk account an amount
cguu) to the total cednuutcd expenses set forth in the upp|icuh\c Operating Budget minus, any rcnnuiuiug funds
from the previous year. Owner acknowledges and agrees that such funds will be commingled with Operator's
other funds. Operator shall 6c entitled tn pay, from the funds deposited 6y Owner into Operator's bank account,
the cxpooaco authorized in an applicable Operating Budget. If in the opinion of Operator, cnuccgcocy uodno is
ncoceeury in order inprevent damage to any person or to any property or to prevent Owner from committing u
default under icuuoi \cuec nr other agreement uKeodug the Property, and Operator has been uuuh)c to contact
Owner after rcuonouhlc effort, Operator muy take whatever prudent ucdno is necessary to protect Owner's
ioicrcaia, but Operator ehuK have no o6\igudnu to expend its own funds. If Operator c)ccia to take such action,
Operator may either(i) expend funds previously deposited by Owner into Operator's bank account, in which case
Owner shall, within )0 days after written nniioc. deposit into Operator's hank account an amount equal to the
amount so expended, or(ii)expend Operator's own funds, in which case Owner shall, within 10 days after written
ondcc, reimburse Operator. For the avoidance of doubt, Operator ebuD have no obligation to expend its own
funds.
(h) Contracts. Subject to the other tcoue and conditions of this /\Arccnucnt, Operator is
authorized to nuukc and enter into for the account of, as agent for, and at the cxpooac of Owner, all contracts,
equipment leases, and other agreements ("Contracts") as are reasonably required in the ordinary course of
buo6oeuu for the operation, maintenance, and service of the Property pursuant to the applicable Operating Budget
(however, with respect to items met forth in an applicable Capital Plan, Owner shall enter into contracts in its own
name and be responsible for payments on all such contracts, all as oc1 forth in section 6 above). Operator shall
rebid all Contracts on an uouuul basis so as to ensure that Owner receives services from quuUOuj and Ouuuciul|y
sound contractors utu reasonable and competitive cost. Operator shall use commercially reasonable efforts to
secure for Owner all possible rebates, discounts, and other benefits to be derived from every Contract. Owner and
Operator ohu|| require all vendors to include in their contract u provision indemnifying, defending and holding
huoolemo Owner and Operator from all liability, cost or expense arising out oforrelated to the negligent acts of
the vendor and/or the fbdun: of vendor's product to porfono as represented. Upon the teooiuu6ou of this
Agreement', Operator shall terminate any Contracts that are in Operator's name and that relate iothe operation of
the Property.
(c) Term of Contracts. Any Contract entered into by Operator ohuU not exceed u ienm of
one ())year without the prior express written consent of Owner. Operator uhuO endeavor to cause all Contracts to
contain a thirty (30) day cancellation provision and a provision that permits Owner to cancel the contract without
additional charge or penalty upon the tcnmiuuiion of this Agreement. Any expenses related to termination of
Contract that doom not provide that it can be ienniuutcd upon the termination this /\8rconoent without additional
charge or penalty shall ho the responsibility of the Operator.
8. Indemnities.
Owner hereby rc|cuucu Operator from all c|uinuo, durougem and costs (including counsel /ecm)
arising out of or in connection with the management of the Property and the operation thereof, except for acts of
Operator not authorized by this /\g7corocui, ocio of discrimination as defined by Title VD of the Civil Rights act
oflV64, acts of willful misconduct orthe gross negligence ofOperator, its employees and agents (collectively
"K}ouotburtood Acts"). Operator ohuU indemnify and hold Owner harmless from and against all claims, duo/ugeo
and costs (including counsel fees) determined to have arisen out of or in connection with Unauthorized Acts. The
indemnities and releases contained herein ohuU survive the icnoinuhon of this/\8rcoouenC
. General Provisions.
(u) Relationship. Operator and Owner shall not heconstrued as joint venturers or partners
of each other, and uekhcx mhuU have the power to bind or obligate the odbcx party except as set forth in this
/\8rcmncuC This /\g7eonoeoi mhuU not deprive or otherwise affect the 6ohi of either party to own, invest in,
ouuouge or operate property, or to conduct 6umincmm activities which are competitive with the humincmm of the
Property.
(h) Assignment. Operator shall not assign this Agreement without the prior written consent
of Owner, which may he given or withheld in Owner's sole discretion. Subject to the foregoing linobudoom, the
covenants and ug7eomcoio herein contained shall inure to the benefit of, and hc binding upon, the parties hereto
and their respective heirs, executors, successors, and assigns. In the event of permitted ueaigooucn1, Operator
shall be relieved of liability or obligation under this Agreement upon the effective date of such assignment (other
than liability or obligation that accrued prior to such date).
(o) Notices. All notices required or permitted hy this Agreement shall hobn writing and may
be delivered (i) in person (by hand, by messenger urby courier service), (ii) by U.S. Postal Service regular mail,
(iii) by D.S. Pom(u) Service certified nuuU, n:kzon receipt requested, (iv) by D.S. Postal Service Express Mail,
Federal Express uo other overnight courier, oo (v) hyfacsimile transmission, and shall be deemed sufficiently
given if served in a manner specified in this section. The addresses set forth beside the signatures of each party 0o
this Agreement shall he the addresses for notice purposes under this Agreement. From time to time, Owner or
Operator may by written notice to the other specify a different address for notice purposes. '4 copy of all notices
required or permitted to be given to Owner hereunder shall be concurrently transmitted to such party or parties at
such addresses as Owner may from time to time hereinafter designate by vv6t(ou notice to Operator. Any notice
mcn( by regular nuui) or by certified nuoU, rc1ucu receipt requested, ahoU he deemed given three (3) days after
deposited with the U.S. Postal Service. Notices delivered by D.S. Express Mai), FedBx or other courier shall be
deemed given on the date delivered by the carrier to the appropriate party's aJJncaa for notice purposes. If any
notice is transmitted by facsimile transmission,the notice shall be deemed delivered upon telephone confirmation
of receipt of the transmission thereof at the appropriate party's address for notice purposes. If notice is received
on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business day.
(d) Entire Agreement. This Agreement is the entire agreement between the parties with
respect to the subject matter hereof and no alteration,modification, or interpretation hereof shall be binding unless
io writing and signed hy both parties.
(e) atItLahilLty. If any provision of this Agreement or its application to any party or
circumstances shall be determined by any court of competent jurisdiction to he invalid or unenforceable to any
extent,the remainder of this Agreement shall not be affected thereby and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted 6ylaw.
(B Venue and Jurisdiction. This Agreement shall 6u construed and enforced ivaccordance
with the laws ofthe State ofTexas. lf any action, whether real or asserted, ut law oriu equity, o6mem on the basis
of any provision of this Agreement, venue for such action shall lie io state courts located in Tarrant County,Texas
or the United States District Court for the Northern District of Texas, Fort Worth Division.
10. CounterDarts. This Agreement may be executed in any number of counterparts. Each
counterpart shall 6edeemed an original, and all counterparts shall 6edeemed the same instrument with the same
effect oaif all parties hereto had signed the aunue signature page.
ll. Exhibits. TbcexhihkatodbiuAgremoumn(o»ciuuorpoco/edbereiohytbiorcfercooe.
12. Each party hereto hereby ccprcoeoto and vvornunn to the other
party bonsto that it is duly and legally authorized to enter into this Agreement. Each party in fully
entitled to rely on these warranties and representations in entering into this Agreement.
13. HtaqjW. The titles and headings of the various sections of this Agreement are intended solely for
convenience and shall not be construed as an explanation, nuodifioudou or intended unoukoudou of any (conu or
provisions of this Agreement,
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the day and year
first above written.
OWNER:
CITY OF FORT WORTH;TEXAS
By:
Fernando Costa
Assistant City Manager
Date:_ �(o 4 —/*
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and
that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
C-1-1-1
day
2014.
m,aa Hawgapy..w..wmm... EVOWA 'DAWELS
Lary:Public in and for the State of Te °as
m�wrwa:zwaM:^ 'a+ 9
APPROVED AS TO FORM ATTEST:
AND LEGALITY: 7>
B � � ".� ,t C... B "..
By: y: -- rr Fo
Mary J.
iKl ian(rg
Assistant City Attorney City Se y gy ,
, �.�
M&C: M..
"�?�cacwrar
f F mm„IC6'reAL RECORD
CITY SECRE'Tildi'' ly
OPERATOR:
HILLWOOD ALLIANCE SERVICES, LLC
a Texas limited liability company
WBy:
*VName: Gl.,rr lc lei N
Title: Ptaf Li
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appearedefi&jjg eftdp LL, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of HILLWOOD ALLIANCE
SERVICES, LLC and that he executed the same as the act of HILLWOOD ALLIANCE SERVICES,
LLC the for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2"V — day
Awl ,2014.
"�aY PoB4 CASEY MINER
?: �= Notary Public,Siate of Texas
N'.. My Commission Expires Notary Public i a for the State of Texas
��'''E"��+•••• May 11, 2016
Address for Notices to Owner: City of Fort Worth
Department of Aviation
4201 North Main, Suite 200
Fort Worth, Texas 76106
Address for Notices to Operator: Hillwood Alliance Services, LLC
2221 Alliance Boulevard
Fort Worth, Texas 76177
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EXHIBIT B- PROPOSED CAPITAL IMPROVEMENTS
Fiscal
Year Project Description Estimated Cost
2015 Elevator door on roof and roof replacement $ 320,000.00
Concrete replacement $ 35,000.00
Drain repair at generator $ 15,000.00
Landscape replacements $ 30,000.00
Install new carpet(All carpet Lower Level) $ 15,000.00
Paint interior(Lower Level) $ 8,000.00
Elevator Repairs $ 122,272.00
Total Improvements for 2015 $ 545,272.00
Management Fee $ 27,263.60
TOTAL FOR 2015 $ 572,535.60
2016 HVAC replacement and DDC controls $ 400,000.00
New split system to attach to generator(connect Gen&HVAC to data rm) $ 114,264.00
Retrofit Exterior Lighting $ 10,000.00
Total Improvements for 2016 $ 524,264.00
Management Fee $ 26,213.20
TOTAL FOR 2016 $ 550,477.20
2017 Caulking $ 300,000.00
Scaffolding $ 200,000.00
Fabric cone $ 136,000.00
panel gasket/joint sealants $ 57,000.00
painting of catwalk(Lower Level) $ 20,000.00
Total Improvements for 2017 $ 713,000.00
Management Fee $ 35,650.00
TOTAL FOR 2017 $ 748,650.00
2018 Replace stucco and rigis insulation $ 59,000.00
Fire system upgrade(expense yet to be determined) $ 5,000.00
Total Improvements for 2018 $ 64,000.00
Management Fee $ 3,200.00
TOTAL FOR 2018 $ 67,200.00
2019 Paint all exterior metal frames $ 4,000.00
Corroded raised floor supports $ 3,000.00
moisture intrusion issues $ 30,000.00
Install more efficient lighting $ 30,000.00
Total Improvements for 2019 $ 67,000.00
Management Fee $ 3,350.00
TOTAL FOR 2019 $ 70,350.00
Total Improvements $ 1,913,536.00
Management fee $ 95,676.80
Grand Total $ 2,009,212.80
M&C Review Page I of 2
Offidall sfte of the Cit.y of Fort Worth, Fexas
014 i"MI Aaft FoRTNVORIH
ko I v LOUNCIL AGENDA
COUNCIL ACTION: Approved on 6/3/2014
111101111110 =100H�11111
DATE: 6/3/2014 REFERENCE NO.: **C-26817 LOG NAME: 55AFWATC FACILITY
MGMT
PUBLIC
CODE: C TYPE: CONSENT NO
HEARING:
SUBJECT: Authorize Execution of a Professional Services Agreement with Hillwood Alliance Services,
LLC, in an Amount Up to $65,000.00 Annually for the Management of the Air Traffic
Control Tower Facility at Fort Worth Alliance Airport (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Professional Services
Agreement with Hillwood Alliance Services, LLC, in an amount up to $65,000.00 annually for the
management of the Air Traffic Control Tower Facility at Fort Worth Alliance Airport.
DISCUSSION:
The Alliance Air Traffic Control Tower (ATC) at Fort Worth Alliance Airport (Alliance) is owned by the
City of Fort Worth and is leased and operated by the Federal Aviation Administration (FAA). The
ATC operates 24 hours a day, 7 days a week. It has been the responsibility of staff at Meacham
Airport to respond to any maintenance needs for the ATC since the construction of the facility in the
1990's. With the continued growth of Meacham Airport it has become increasingly difficult to respond
to maintenance issues in a timely manner, especially after hours.
Staff recommends the City enter into an annual Agreement with Hillwood Alliance Services, LLC
(Hillwood), already located at the Airport, to manage the maintenance of the ATC. Hillwood would
perform general maintenance tasks that include but are not limited to heating, ventilation/air
conditioning repairs, landscaping/tree maintenance, plumbing, electrical, elevator maintenance, minor
roof repairs and trash removal. The cost for services is estimated to be up to $65,000.00
annually. Because Hillwood has maintenance staff at their facilities, response times to maintenance
issues will improve, especially after hours and weekends. Hillwood will provide project oversight for
the City when capital improvements are needed for the facility.
Revenue generated from the lease of the facility to the FAA will cover the annual costs of this
Agreement. The FAA concurs with the need for this Agreement.
Fort Worth Alliance Airport is in COUNCIL DISTRICT 7, Mapsco L.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available, as appropriated, in the
Municipal Airports Fund.
TO Fund/Accoun'u'Centers FROM Fund/Account/Centers
PE40 539120 0551301 $65,000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
6/4/2014
M&C Review Page 2 of 2
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: James Burris (5403)
ATTACHMENTS
AFW ATC Agreement.pdf
6/4/2014