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HomeMy WebLinkAboutContract 41999 (2)CITY SECRETARY CONTRACT NO. � � ell ck-CA FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 39N 4601 NORTH MAIN STREET This HANGAR AND GROUND LEASE AGREEMENT ("I&ase") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Leading Edge Completions, LLC ("Lessee"), a Texas limited liability company, acting by and through Kathryn Brewer, Chief Financial Officer of Leading Edge Aviation Services Inc., a California corporation and Lessee's controlling board member. AGREEMENT: In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 370,940 square feet of ground space ("Ground"), including a 69,490 square foot hangar ("Hangar") constructed at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 39N, also known as 4601 North Main Street, ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The initial term of this Lease ("Initial Term") shall commence at 12:00 a.m. on August 1, 2011 ("Effective Date"), and expire at 11:59 p.m. on July 31, 2031, unless terminated earlier as provided herein. 2.2 Renewal Term. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the _Initial Term of this- Lease, Lessee shall have two (2) consecutive options to renew for two (2) additional successive terms at ten (10) years each (each a "Renewal Term") at a rate calculated in accordance with Section 3. In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee does not Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 1 of 20 exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for a second Renewal Term, and Lessee shall no longer have any rights or interest in the Premises following the expiration of the Initial Term. 2.3. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month -to -month tenancy In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. RENT. 3.1. Rates and Adjustments. 3.1.1. Initial Term. Lessee shall commence the payment of rent on the Effective Date. From the Effective Date until September 30, 2011, Lessee hereby promises and agrees to pay Lessor, as annual rent One Hundred Thirty Seven Thousand Dollars ($137,000 00), payable in equal monthly installments of Eleven Thousand Four Hundred and Sixteen Dollars and Sixty Seven Cents ($11,416.67). The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1, 2011, and on October 1st of any subsequent year during the Initial Term or any Renewal Term, to reflect any upward change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i) for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not exceed the then - current rates prescribed by Lessor's pubhshed Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.2. Renewal Terms. Should Lessee extend the Lease with the options to renew, an appraisal of the fair market value of the Premises, to include the improvements, shall be conducted no less than 90 days and no more than 180 days prior to the end of the Initial Term, as well as at no less than 90 days and no more than 180 Leading Edge Completions, LLC — Hangar 39N Ground J ease Agreement Fort Worth Meacham Airport Page 2 of 20 days prior to the end of the Renewal Term, to establish a hangar rate in addition to the then current ground rate. 3.2. Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business on the tenth (loth) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 3.3. Landing Fees. In consideration of Lessee's development and contribution to the Airport and surrounding area, landing fees are to be waived for the Initial Term and any Renewal Terms exercised. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Discretionary Improvements. Lessee may, at its sole discretion, perform structural modifications, renovations, improvements or other structural construction work on the Premises ("Discretionary Improvements"). Lessee may not initiate any Discretionary Improvements on or to the Premises unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Airport Systems Director or authorized representative ('Director") Lessor shall respond in writing to Lessee's request for approval within 30 calendar days of receipt of such request. Should Lessor not respond within 45 calendar days of receipt of such request, approval by the Airport Systems Director shall be deemed to have been made Lessee covenants and agrees that it shall fully comply with all other provisions of this Section 4 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary Improvements or earlier termination of this Lease Lessor shall take full title to Discretionary Improvements on the Premises. 4.2. Process for Approval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development and Transportation and Public Works. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 3 of 20 All plans, specifications and work shall conform to all federal state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. 4.3. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvements, including, at a minimum, as -built drawings of each project. As -built drawings shall be new drawings or redline changes to drawings previously provided to the Director Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.4. Bonds Required of Lessee. Prior to the commencement of any Discretionary Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Discretionary Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the performance of such Discretionary Improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas -Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest If Lessee fails to complete the respective Discretionary Improvements, or if claims are filed by third parties on grounds relating to such Discretionary Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit. 4.5. Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvements, Lessee's respective contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract for such Discretionary Improvements. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Discretionary Improvements The bonds shall Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 4 of 20 guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by the City and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.6. Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid affidavits and waivers of hens. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation -related purposes including aircraft painting and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees t) for aviation -related purposes only under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form for all Sublessees and shall submit a copy of such standard lease form, including rental rates, to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any material changes to such lease form, including, without limitation, any changes to Lessee's rental rates for portions of the Premises Lessee may make non -material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances. 6. REPORTS, AUDITS AND RECORDKEEPING. Lessor reserves the right to require Lessee to provide Lessor with a written annual report, in a form acceptable to the Director that reflects Lessee's rental rates for the immediately preceding calendar year. If required, such written annual report shall be provided to Lessor within thirty (30) days following the end of the preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 5 of 20 Lessee's rental rates for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in accordance with Lessee's current basis of accounting or if Lessee changes such basis, in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor s Internal Auditor if it is in compliance with industry standards or generally accepted accounting principles (GAAP). Upon Lessor's request and following reasonable advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically - operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises and any improvements thereon, including, but not limited to, doors, windows and roofs for such improvements, and all fixtures equipment, modifications and pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 6 of 20 Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA '). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least four (4) hours' notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time considering the nature of the work to be done If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event Lessee will reimburse Lessor for the cost of the maintenance or repairs and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Leading Edge Completions, LLC Ground Lease Agreement Fort Worth Meacham Airport Page 7 of 20 — Hangar 39N Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Obstruction Lights. Lessee shall maintain red obstruction or warning lights ("Warning Lights") on structures located on the Premises in full operation at all times and replace such Warning Lights as necessary and as prescribed by the Federal Aviation Administration ("FAA") or the Director of Airport Systems or designee Lessee agrees to give the City full access to the Premises to inspect such Warning Lights. 8.5. Fire Suppression Pump House. Lessee at its sole cost and expense, shall perform regular preventative maintenance on the Fire Suppression Pump House. 8.6. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDL4TION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size color, location and manner of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: Leading Edge Completions, LLC — Hangar 39N Ground I Pose Agreement Fort Worth Meacham Airport Page 8 of 20 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation") for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue* (ii) subject to ordinary wear and tear Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced, and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to (a) further adjust the payment of rent and other fees or charges (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor Leading Edge Completions, LLC — Hangar 39N Ground J pace Agreement Fort Worth Meacham Airport Page 9 of 20 and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced, and (ni) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.5 Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Lessor for the installation, maintenance, inspection repair or removal of facilities owned or operated by electric gas, water, sewer, communication or other utility companies Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly -owned property for the provision of utility services. 10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 10 of 20 11. INSURANCE 11.1. Types of Coverage and Limits. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 11, naming the City of Fort Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: • Property: Fire and Extended Coverage on all improvements at full replacement cost limit, • Commercial General Liability: $1,000,000 per occurrence $2,000,000 aggregate, • Environmental Impairment $1,000,000 per occurrence $2,000,000 aggregate • Hangarkeeper Liability $1,000,000 aggregate • Automobile Liability: $1,000,000 each accident In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.2. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 11 of 20 11.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal or amendment, shall be made without thirty (30) days prior written notice to Lessor. 12. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BYLAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW, Leading Edge Completions, LLC — Hangar 39N Ground 1 rase Agreement Fort Worth Meacham Airport Page 12 of 20 HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pay Rent, Fees or Other Charges. If Lessee's payment of any rents, fees or other charges become past due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 13 of 20 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following the date of such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately, unless such breach or default is not susceptible to cure within thirty (30) calendar days in which event Lessee shall have such additional time to effect a cure, as determined by the Lessor. 14.3. Abandonment or Non -Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor, unless such non-use is caused by Force Majeure, as set forth in Paragraph 27, below. 14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, title to all improvements on the Premises, including any Discretionary Improvements, and all fixtures and other items attached to any structure on the Premises which has not previously passed to Lessor shall pass to Lessor In addition, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) calendar days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 14 of 20 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand -delivered to the other party at such addresses listed below, or at such other address as the receiving party designates by proper notice to the sending party, or (ii) three days after it has been deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: To LESSEE: City of Fort Worth Aviation Department 4201 North Main Street, Ste 200 Fort Worth, Texas 76106-2749 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. Leading Edge Completions, LLC 4601 N. Main Street, HGR 39N Fort Worth, Texas 76106 Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder including payment of rentals, fees and charges. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract, which may create or be the foundation for any hen upon the property or interest in the property of Lessor If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing Lessee's failure to discharge any such purported hen shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 15 of 20 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal state or local taxes, or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors subcontractors, patrons licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, including the Minimum Standards for Fixed Base Operators and Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City Secretary's Office and incorporated herein as part of this Lease for all purposes, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee in accordance with paragraph 15 above of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 20. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 16 of 20 If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee s operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys' fees. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 17 of 20 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control including, but not limited to, compliance with any government law ordinance or regulation, acts of God, acts of omission, fires strikes, lockouts, national disasters wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Signature Pages Immediately Follow] Leading Edge Completions, LLC — Hangar 39N Ground I ease Agreement Fort Worth Meacham Airport Page 18 of 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the day of -3 UAL) , 2011. CITY OF FORT WORTH: By: ca-76/424**04 &hews Fernando Costa Assistant City Manager Date: 00// 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 EVONIA DANIELS MY COMMISSION EXPIRES July 10, 2013 APPROVED AS TO FORM AND LEGALITY: By: M&C: Charlene Sanders Assistant City Attorney C eRsThe3Y Approved: -j'r� zo 11 Leading Edge Completions, LLC — Hangar 39N Ground Lease Agreement Fort Worth Meacham Airport Page 19 of 20 AND SEAL OF OFFICE this ,2011. NIL �jUfiru�i 4L4 � [ary Public in and for t e State ofTexas Public in and fort e State Texas ATTEST: By: day Marty Hendri0 City Secretary c*-._‘6".ks-ex: --_„itzfoiHtttit-i : i 0 0 0 a 0 r3 inv : :7: . it; o3 0 ri ,�iTi p 5 t." 41, 0 1 , i, � rJ . CJ'z OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX J LESSEE: LEADING EDGE COMPLETIONS, IONS, LLC ATTEST: By: al -1? Kathryn Brewer Chief Financial Officer Leading Edge Aviation Services, Inc. Date: lO i9nin STATE OF: Cat\ 1 c\Qr `(1 ‘CA COUNTY OF: aco.n__ By: BEFORE ME, the undersigned authority, a Notary Public in and for the State of California, on this day personally appeared Kathryn Brewer, known to me to be the person whose name is subscribed to the foregoing instrurnenit, and acknowledged to me that the same was the act of Leading Edge Completions, LLC for the purposes and consideration therein expressed and in capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 25th day of June, 2011 Notary Public in and for the State of California R GATES COMM. 1841106 NOTARY rualecCALIFORNIA ) ORANGE COUNTY G3 My Corm Wu g MAR 20, 2013 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX SA. & M.S. RR. 60. SURVEY A—I464 BLOCK 1 5/8"IRF LOT B-1 N D9'17'43" W 5/8'IRF REDI CAPPED 35.33' 'CFW SURVEY SECTION' 0 0 M N8r20'S6"E 398.69' N 81.17' 39" E 111.24' 5/8'IRF RED CAPPED "CFW SURVEY SECTION" BLOCK 1 LOT A-1 MFACHAM AIRPORT ADDITION i CAB A, SLIDE 2445 P.R.,T.C.,T• . 111.15' s Sr21' P.O.B. 1 /2'IRF X= 2318752.0 Yu* 6985571.90 • W 1/21RF 126.18' 8r2.3 4 •w • N 64'57.37" W 58.17' to 0 so In 5/81RF RED CAPPED "CFW SURVEY SEICTIONW BLOCK 1 LOT A-2 FORT WORTH POLICE LEASE 81'16'31" E 166.79' 5/81RF 5/81RF S 74 25.52" E 9.95' HANGAR 39-N TRACT 1-R-2 AREA: 8.515 AC.(370,940 S.F.+-) 80D-NAIL, FOUND S 88'45.22" W 28.19' S 8r12'47" W 402.89' NOTE: In accordance with the Texas Board of Professional Land Surveying, General Rules of Procedures and Practices, 663.19(9), This "report" consists of the map as shown hereon, and real property description being attached herewith. 5/81RF S 08'48'32' E 49.37' N 81'16'31" E 125.52 5/81RF 08.35' MARK '+' FOUND CONCRETE/NEC LEASE A' LEASE SITE "A" 600-w4L PREVIOUS LEASE MAP FOUND BASIS OF BEARINGS: CITY OF FORT WORTH INTEGRATED G.P.S. NETWORK SYSTEM, N.A.D. 83, NORTH CENTRAL TEXAS ZONE. DISTANCES ARE GROUND MEASUREMENTS. 100 0 100 200 300 CURVE DATA RADIUS LENGTH VA TANGENT CHORD BEARING C1 287.53' 138.34' 27'33'59" 70.53' 137.01' S 48'24'02" W C2 595' 60.20' 0547148" 30.12' 60.17' N 70'07'00" E 5/81RF cP MARK '-' FOUND CONCRETE x MEACHAM BLVD, INTERCHANGE 5/81RS RED CAPPED "CFW SURVEY DIVISION" GRAPHIC SCALE IN FEET SURVEYED ON THE GROUND IN OCTOBER OF 2010. 5/81RF YELLOW CAPPED "CFW SURVEY SECTION" S 20'48'29" W 69.20' 5/81RF YELLOW CAPPED "CFW SURVEY SECTION" S 6718'17" W 4433' MAP OF SURVEY SHOWING LEASE SITE TRACT 1-R-2, BEING A REVISION OF LEASE TRACT 1-R-1, SITUATED IN A PORTION OF LOT A-1, BLOCK 1, MEACHAM AIRPORT ADDITION, ACCORDING TO PLAT RECORDED IN CABINET A, SLIDE 2445, PLAT RECORDS OF TARRANT COUNTY, TEXAS. 1' = 100' Map Prepared by Steve R. Cisneros CST. 1110015-2365) my FART WORT Transportation & Public Works Dept Surveying Services DATE 11-04-2010 SCALE 1' = 100' DRAWN BY SRC nu Np 467310A02 or Fort Yortl*. Tx. 1000 TYrothwrton St 76102 Pt, 392-7925 „v., l!cuilxa M&C Review Page 1 of 2 DATE: CODE: C SUBJECT: Official COUNCIL ACTION: Approved on 7/12/2011 F FORT W0 RT I 7/12/2011 REFERENCE NO.: C-25008 LOG NAJiIE: TYPE: NON -CONSENT PUBLIC NO HEARING: Authorize the Termination of a Ground Lease Agreement with Westgrove Asset Management and the Execution of a Ground Lease Agreement with Leading Edge Completions LLC, for Lease Site 39N, Consisting of 370,940 Square Feet of Ground Space and a 69,490 Square Foot Hangar at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) 55FTW LEADING EDGE RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1. Terminate City Secretary Contract No. 22134, M&C 15536, Amendment No 1 City Secretary Contract No. 24299, M&C C-16869, Amendment No. 2, City Secretary Contract No. 27045, M&C C- 18490 and Consent to Assignment City Secretary Contract No. 33517, M&C C-21213 with Westgrove Asset Management, LLC, for Lease Site 39N, consisting of 370,940 square feet of ground space and a 69,490 square foot hangar Fort Worth Meacham International Airport. 2. Execute a Ground Lease Agreement with Leading Edge Completions, LLC, for Lease Site 39N at Fort Worth Meacham International Airport. DISCUSSION: Westgrove Asset Management is the current lessee of Lease Site 39N, consisting of 370,940 square feet, which includes a 69,490 square foot hangar at Fort Worth Meacham International Airport. Westgrove obtained the leasehold interest from Eagle One Asset Holdings, Inc. A Consent to Assignment, City Secretary Contract No. 33517, was approved by City Council on December 20 2005 M&C C-21213 for which the terms and conditions of the original lease, City Secretary Contract N o. 22134, remained in effect along with its two corresponding Amendments City Secretary Contract N os. 24299 and 27045. Leading Edge Completions, LLC, has proposed to purchase the leasehold interest from Westgrove Asset Management. In doing so, Leading Edge has made a request to City staff to terminate City S ecretary Contract No. 22134 and its corresponding amendments in order to effectively establish a new lease. City staff finds no issue with this request The facility will be used as an aircraft painting facility offering aircraft painting for all facets of the commercial airline industry including cargo regional, international, leasing, major and national air carriers. Leading Edge is the largest aircraft painting company in the world and is focused on providing the highest quality commercial aircraft painting at a price which provides value above and beyond the customer's expectations. The initial term of the lease will be effective August 1, 2011 through July 31, 2031. This lease will generate estimated revenue of $137,000.00 per year or $11,416.67 per month Rental rates shall be subject to an increase on October 1 of any given year to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment, as described in the Schedule of Rates and Charges in effect at that time. All agreement terms will be in accordance with established City and Aviation Department policies. http://apps.cfwnet.org/council_packet/mc review.asp?ID=15542&councildate=7/12/2011 7/13/2011 M&C Review Page 2 of 2 Upon the expiration of the initial term of this lease, there will be two consecutive options to renew for two additional successive terms at 10 years each. Should the initial option to extend be exercised, an appraisal of the fair market value of the Premises, to include the improvements, shall be conducted to establish a hangar rate in addition to the then current ground rate as described in the Schedule of Rates and Charges in effect at that time. The appraisal process will also be used if the second option is exercised. The property is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491052 0551101 $137,000.00 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Kent Penney (5403) Additional Information Contact: Jonnie Huitt (5409) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp7ID=15542&councildate=7/12/2011 7/13/2011