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HomeMy WebLinkAboutContract 43528 (2)CSC No. lin ,s70 MEMORANDUM OF UNDERSTANDING FORT WORTH AVIATION DEPARTMENT and FORT WORTH POLICE DEPARTMENT Effective : (it iL( 1c1z, MEACHAM INTERNATIONAL AIRPORT LEASE SITE 6S 310 GULFSTREAM ROAD OCCUPANCY AGREEMENT and ASSOCIATED MANDATORY IMPROVEMENTS This MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into by and between the CITY OF FORT WORTH AVIATION DEPARTMENT ("Grantor"), acting by and through William B. Welstead, its duly authorized Aviation Director, and CITY OF FORT WORTH POLICE DEPARTMENT ("Grantee"), acting by and through Jeffrey W. Halstead, its duly authorized Chief of Police. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY. Grantor hereby demises to Grantee approximately 72,418 square feet of ground space at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 6S, also known as 310 Gulfstream Road ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this MOU for all purposes. 2. TERM. 2.1. Initial Term. The Initial Term of this MOU shall commence on the date of its execution ("Effective Date") and expire at 11:59 P.M. on September 30, 2052, unless terminated earlier as provided herein. PD Air Support Lease Site 6S MOU — Meacham Airport Page 1 of 12 OFFICIAL RECO ©ETY SECRETARY Frj� �ll�j� �j p t. o U V f1 if 9 Tf 08-24-12 A09 : 16 IN 2.2. Holdover. If Grantee 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, Grantee agrees to pay all applicable rentals, fees and charges at the rates provided by Grantor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. RENT. 3.1. Rates and Adjustments. Grantee shall commence the payment of rent, in accordance with this Section 3, on the date that the first certificate of occupancy is issued for a hangar structure erected pursuant to Section 3.1 of this MOU (` Occupancy Date"). From the Occupancy Date until September 20, 2013 , Grantee shall pay Grantor rent in the amount of $19,552.86 which is based on a rental rate $0.27 per square foot on an annual basis, and which will be payable in monthly installments of $1,629.41. The rental rates under this MOU are based on Grantor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1, 2013, and on October 1st of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Laboi or successor agency (i) for the first increase, since the Effective Date of this MOU and (ii) for each subsequent increase, since the effective date of the last increase; provided however, that Grantee's rental rates shall not exceed the then-cunent rates prescribed by Grantor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. If the Occupancy Date occurs on or after October 1, 2013, Grantee's initial payment of rent shall be calculated in the same manner as it would have if the Occupancy Date and Grantee s initial payment of rent had occurred prior to October 1, 2013 3.2 Five -Year Adiustments. In addition to the rental rate adjustments set forth m Section 3.1 of this MOU, on October 1, 2017 and every five (5) years thereafter, the various rental rates payable by Grantee shall automatically be adjusted to equal the then -current rates for the same types of property as prescribed by Grantor's Schedule of Rates and Charges or similarly published schedule in effect at the time 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvements. Grantee covenants and agrees that it shall improve the Premises with a hangar building containing at least 19,859 square feet; such improvements shall heremafter be referred to as ' Mandatory Improvements", and are described in Exhibit "B", attached hereto PD Air Support Lease Site 6S MOU — Meacham Airport Page 2 of 12 and made a part of this MOU for all purposes. Grantee shall begin construction of such Mandatory Improvements within six (6) months following receipt of written FAA Airspace Study approval on the design of same, with the completion and issuance of the Certificate of Occupancy to be no later than twelve (12) months after construction commences. Grantee shall fully comply with all provisions of this Section 4 in the construction of such Mandatory Improvements In the event that Grantor and Grantee agree to deviate from the terms, provisions, specifications or conditions of Exhibit 'B" in any way, a revised Exhibit "B" signed and dated by both Grantor and Grantee shall be attached to and made a part of this Agreement and shall supersede the previous Exhibit "B". Upon completion of the Mandatory Improvements or earlier termination of this MOU, Grantor shall take full title to any Mandatory Improvements on the Premises 4.2. Discretionary Improvements. In addition to the Mandatory Improvements, Grantee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on the Premises. Any modifications, renovations, improvements or other construction work on the Premises that do not constitute the Mandatory Improvements shall be referred to hereafter as ` Discretionary Improvements". Grantee may not initiate any Discretionary Improvement 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 Director of Aviation or authorized representative (` Director"). Approval by the Director of any plans and specifications relating to the Development shall not constitute or be deemed (i) to be a release by the City of the responsibility or liability of Grantee or any of its contractors; their officers agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and other specifications or documents or (ii) an assumption of any responsibility or liability by the City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and other specifications or documents by Grantee or any of its contractors; their officers, agents, employees and subcontractors. Grantee covenants and agrees that it shall fully comply with all 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 MOU, Grantor shall take full title to any Discretionary Improvements on the Premises upon the expiration or earlier termination of this MOU provided that trade fixtures shall remain the property of Grantee and may be removed so long as Grantee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Gr antee's plans for construction and improvements shall be reviewed and receive written approval from the Aviation Depai tinent and the City s Departments of Planning and Development, and Transportation and Public Works All plans, specifications and work PD Air Support Lease Site 6S MOU — Meacham Airport Page 3 of 12 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. 4.4. Documents. Grantee shall supply the Director with comprehensive sets of documentation relative to the Mandatory Improvements and any Discretionary Improvements, including, at a minimum, as -built drawings of each project. As -built drawings shall be new drawings. Grantee shall supply the textual documentation in computer format as requested by Grantor. 4.5. Bonds Required of Grantee's Contractors. Prior to the commencement of any modification, renovation, improvement or new construction, Grantee's respective contractor shall execute and deliver to Grantee 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 foi such modifications, renovations, improvements or new construction Grantee shall provide Grantor with copies of such bonds prior to the commencement of such modifications, renovations, improvements or new construction The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by the Grantor and (ii) full payment for all wages foi labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name to both Grantor and Grantee as dual obligees. 5. USE OF PREMISES. 5.1. General Use. Grantee hereby agrees to use the Premises solely for aviation -related purposes only and strictly in accordance with the terms and conditions of this MOU 5.2. Day Noise Exposure Restrictions. To limit daytime noise exposure from helicopter operations to a residential neighborhood to the south of the Premises, departures and arrivals from the helicopter arrival/departure area depicted in Exhibit "C' shall be restricted to the north, east, or west of the Premises from the hours of 0700 to 1900 CST. During these hours aircraft shall not cross south of N.W. 38th Street below 500 feet AGL within the area bounded by N.W. 38th Street, North Main Street, West Long Avenue, and Ross Avenue, as depicted in Exhibit "C". Grantor reserves the right to modify these restrictions, at is discretion. PD Air Support Lease Site 6S MOU — Meacham Airport Page 4 of 12 5.3. Niuht Noise Exposure Restrictions. To limit nighttime noise exposure from helicopter operations to a residential neighborhood to the south of the Premises, departures and arrivals fiom the helicopter ar7ival/departure area depicted in Exhibit "C ' shall be restricted to the north, east, or west of the Premises from the hours of 1900 to 0700 CST. During these hours, aircraft shall not cross south of N.W. 38`h Street below 800 feet AGL within the area bounded by N.W. 38h Street, North Main Street West Long Avenue, and Ross Avenue, as depicted in Exhibit "C' . Grantor reserves the right to modify these restrictions, at is discretion 6. UTILITIES. Grantee, at Grantee'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. Grantee 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 Grantee 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 Grantor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended 7. MAINTENANCE AND REPAIRS. 7.1. Maintenance and Repairs by Grantee. Grantee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear expected. Grantee covenants and agrees that it will not make or suffer any waste of the Premises Grantee, at Grantee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment hangar modifications and surrounding pavement on the Premises Grantee shall be responsible for all damages caused by Grantee, its agents, servants employees, contractors, subcontractors licensees or invitees, and Grantee agrees to fully repair all such damages at Grantee's sole cost and expense Grantee 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 Grantee's sole risk or at the sole risk of those claiming under Grantee. Grantor shall not be liable for any damage to such property or loss suffered by Grantee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, fiom water from any source whatsoever, or from any heating fixtui es, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. PD Air Support Lease Site 6S MOU— Meacham Airport Page 5 of 12 7.2. Compliance with ADA. Grantee, 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, Grantee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 7.3. Inspections. 7.3.1. Grantor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Grantor shall conduct such inspections during Grantee's ordinary business hours and shall use its best efforts to provide Grantee at least two (2) hours' notice prior to any inspection 7.3.2. If Grantor determines during an inspection of the Premises that Grantee is responsible under this MOU for any maintenance or repairs, Grantor shall notify Grantee in writing Grantee 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 Grantee fails to begin the recommended maintenance or repairs within such time o1 fails to complete the maintenance or repairs within a reasonable time, Grantor may, in its discretion, perform such maintenance or repairs on behalf of Grantee In this event, Grantee will reimburse Grantor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Grantee s next monthly rent payment following completion of the maintenance or repairs. 7.3.3. During any inspection, Grantor may perform any obligations that Grantor is authorized or required to perform under the terms of this MOU or put suant to its governmental duties under federal, state or local laws, rules or iegulations. 7.3.4. Grantee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Grantee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises mto compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Grantee 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. 7.4. Environmental Remediation. To the best of Grantor's knowledge the Premises comply with all applicable federal, state and local environmental iegulations or standards. Grantee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Grantor concerning the environmental condition of the Premises. GRANTEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY PD Air Support Lease Site 6S MOU— Meacham Airport Page 6 of 12 GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 8. SIGNS . Grantee may, at its sole expense and with the prior written approval of the Aviation Director, install and maintain signs on the exterior of the Premises related to Grantee'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. Grantee shall maintain all such signs in a safe, neat, sightly and physically good condition 9. RIGHTS AND RESERVATIONS OF GRANTOR. Grantor hereby retains the following rights and reservations: 9.1. Grantor 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 Grantee from erecting or permitting to be erected any building or other structure which, in the opinion of Grantor, 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. 9.2. Grantor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Grantee, and without mterference or hindrance by or on behalf of Grantee. Accordingly, nothing contained in this MOU shall be construed to obligate Grantor to relocate Grantee as a result of any such Anport developments or improvements. 9.3. This MOU shall be subordinate to the provisions of any existing or future agreement between Grantor 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 o1 interference with Grantee's primary operations on the Premises ("Limitation") for a period of less than seven (7) calendar days, this MOU shall continue in full force and effect If the Limitation lasts more than seven (7) calendar days, Grantee and Grantor shall negotiate in good faith to resolve or mitigate the effect of the Limitation If Grantee and Grantor are in good faith unable to resolve o1 mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Grantee may suspend the payment of any rent due hereunder, but only if Grantee fast provides adequate proof to Grantor that the Limitation has directly caused Grantee a material loss in revenue; (ii) subject to ordinary wear and tear, Grantor 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 MOU shall be extended at Grantee'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) Grantor and Grantee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges (b) renegotiate maintenance responsibilities PD Air Support Lease Site 6S MOU— Meacham Airport Page 7 of 12 and (c) extend the term of this MOU, or (ii) Grantee may terminate this MOU upon thirty (30) days' written notice to Grantor. 9.4. During any war or national emergency, Grantor 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. Grantor shall not be liable for any loss or damages alleged by Grantee as a result of this action However, nothing in this MOU shall prevent Grantee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Grantor and the United States Government executed pursuant to this Section 9.4 directly causes a Limitation for a period of less than seven (7) calendar days, this MOU shall continue in full force and effect If the Limitation lasts more than seven (7) calendar days Grantee and Grantor shall negotiate in good faith to resolve or mitigate the effect of the Limitation If Grantee and Grantor 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) Grantee may suspend the payment of any lent due hereunder, but only if Grantee first provides adequate proof to Grantor that the Limitation has directly caused Grantee a material loss in revenue; (ii) subject to ordinary wear and tear, Grantor 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 MOU shall be extended at Grantee'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) Grantor and Grantee 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 MOU, or (ii) Grantee may terminate this MOU upon thirty (30) days' written notice to Grantor. 9.5. Grantor covenants and agrees that during the term of this MOU 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 Grantor to the United States Government through the Federal Airport Act; and Grantee agrees that this MOU and Grantee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 9.6. Grantee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Grantor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Grantee'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. 9.7. Grantor agrees Grantee 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. PD Air Support Lease Site 6S MOU— Meacham Airport Page 8 of 12 10. TERMINATION. In addition to termination rights contained elsewhere in this MOU, Grantor shall have the right to terminate this MOU as follows: 10.1. Failure by Grantee to Pay Rent, Fees or Other Charges. If Grantee fails to pay any rent, fees or other charges due under this MOU, Grantor shall deliver to Grantee a written invoice and notice to pay the invoice within ten (10) calendar days If Grantee fails to pay the balance outstanding within such time, Grantor shall have the right to terminate this MOU immediately. 10.2. Breach or Default by Grantee. If Grantee commits any breach or default other than Grantee's failure to pay rent, Grantor shall deliver written notice to Grantee specifying the nature of such breach or default. Grantee shall have thirty (30) calendar days followmg such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Grantee fails to cure the breach or default within such time period Grantoi shall have the right to terminate this MOU immediately. 10.3. Abandonment or Non -Use of the Premises. Grantee'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 MOU by Grantor. 10.4. Grantee's Financial Obligations to Grantor upon Termination. Breach or Default. If Grantor terminates this MOU for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 10.1, 10.2 or 10.3 of this MOU, Grantee shall be liable for and shall pay to Grantor all rent due Grantor for the remamder 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 Grantor be construed as an election by Grantor to forfeit any of its rights under this MOU. 10.5. Rights of Grantor Upon Termination or Expiration. Upon termination or expiration of this MOU, all rights, powers and privileges granted to Grantee hereunder shall cease and Grantee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expii ation, Grantee shall remove from the Piemises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Grantee pursuant to this MOU. After such time, Grantor 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. Grantee agrees that it will assert no claim of any kind against Grantoi its agents, servants, employees or representatives, which may stem from Grantor's termination of this MOU PD Air Support Lease Site 6S MOU— Meacham Airport Page 9 of 12 or any act incident to Grantor's assertion of its right to terminate or Grantor's exercise of any rights granted hereunder. 11. NOTICES. Notices required pursuant to the provisions of this MOU shall be conclusively determined to have been delivered when (i) hand -delivered to the other party its agents, employees, servants or representatives, or (ii) deposited in the United States Mail postage prepaid, addressed as follows: To GRANTOR: City of Fort Worth Aviation Department ATTN: William B. Welstead 4201 North Main Street, Ste. 200 Fort Worth, Texas 76106 To GRANTEE: City of Fort Worth Police Department ATTN: Chief Jeffrey W. Halstead 350 W. Belknap Fort Worth Texas 76102 12. SUBLETTING. Grantee shall not have the right to sublease portions of the Premises. 13. TAXES AND ASSESSMENTS. Grantee agrees to pay any and all federal, state or local taxes, or assessments which may lawfully be levied against Grantee die to Grantee's use or occupancy of the Premises or any improvements or property placed on the Premises by Grantee as a result of its occupancy. 14. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Grantee covenants and agrees that it shall not engage in any unlawful use of the Premises. Grantee 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 Grantee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Grantee itself shall constitute an immediate breach of this MOU. Grantee agrees to comply with all federal, state and local laws; all ordinances rules and regulations of Grantor; 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, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted If Grantor notifies Grantee or any of its officers, agents, employees, contractors, subcontractors licensees or invitees of any violation of such laws, ordinances, rules or regulations, Grantee shall immediately desist from and correct the violation. 15. NON-DISCRIMINATION COVENANT. Grantee, for itself, its personal representatives, successors in interest and assigns, as part of PD Air Support Lease Site 6S MOU — Meacham Airport Page 10 of 12 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 Grantee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Grantee 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 Grantee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition Grantee 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. If any claim arises from an alleged violation of this non-discrimination covenant by Grantee, its personal representatives, successors in interest or assigns Grantee agrees to indemnify Grantor and hold Grantor harmless. 16. LICENSES AND PERMITS. Grantee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 17. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this MOU, Grantor does not waive or surrender any of its governmental powers. 18. NO WAIVER. The failure of Grantor to insist upon the performance of any term or provision of this MOU or to exercise any right granted herein shall not constitute a waiver of Grantor's right to insist upon appropriate performance or to assert any such right on any future occasion. 19. SEVERABILITY. If any provision of this MOU 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. 20. FORCE MAJEURE. Grantor and Grantee shall exercise every reasonable effort to meet their respective obligations as set forth in this MOU but shall not be held liable for any delay in or omission of performance due to force mai eure o1 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 PD Air Support Lease Site 6S MOU— Meacham Airport Page 11 of 12 fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Grantor or Grantee. 21. HEADINGS NOT CONTROLLING. Headings and titles used in this MOU are for reference purposes only and shall not be deemed a part of this MOU. 22. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Grantor and Grantee, 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 MOU. The terms and conditions of this MOU shall not be amended unless agreed to in writing by both parties and approved by the City Council of Grantor. This Agreement is herebyentered into on this , q dayof l 2012. � The following account will be charged monthly through Interdepartmental Billing for all lease payments. GG01 Fund y Jeitfi% WiHalstea Chief, Police Department City of Fort Worth 539120 Account J. Kayser, Ci PD Air Support Lease Site 6S MOU— Meacham Airport Page 12 of 12 0354003 Center pesaces a o eel' fin°0�� L4ear'i ° ` no oO .34 0000 sect 41 ?ate ve 1/WrA91:2 Wiz William B. Welstead, A.A.E. Aviation Director City of Fort Worth NO M&C REQUIRED OFFICIAL RECORD CITY SECRETARY i1'�e MIOiecrfily TX