HomeMy WebLinkAboutContract 43528 CSC No.
MEMORANDUM OF UNDERSTANDING
FORT WORTH AVIATION DEPARTMENT
and
FORT WORTH POLICE DEPARTMENT
Effective : IfA
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 MOLT for all purposes.
2. TERM.
2.1. Initial Term.
The Initial Term of this MOLT 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.
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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 Ad'ustments.
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 l st 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 Labor or successor agency(1) 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-current 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
19 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 Adjustments.
In addition to the rental rate adjustments set forth in 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 hereinafter be referred to
as "Mandatory Improvements", and are described in Exhibit "B", attached hereto
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and made a part of this MOU for all purposes. Grantee shall begin construction of such
Mandatory Improvements within six (5) 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.
Grantee's plans for construction and improvements shall be reviewed and receive written
approval from the Aviation Department and the City's Departments of Planning and
Development, and Transportation and Public Works. All plans, specifications and work
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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 for 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 (1) 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 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 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. 3 8th Street below 500 feet AGL within the area bounded
by N.W. 3 81h 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.
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5.3. Ni!ht Noise Exposure Restrictions.
To limit nighttime 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 1900 to 0700 CST. During these hours, aircraft
shall not cross south of N.W. 38th 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.
G. 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, 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.
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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 MGU 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 or 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 MGU or pursuant to its
governmental duties under federal, state or local laws,rules or regulations.
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 into 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 regulations 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 FULL Y RESPONSIBLE FOR THE REMEDIA TION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
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GRANTEE, ITS OFFICERS, AGENTS, SER VAN TS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
S. 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.
91. Grantor reserves the right to develop and improve the Airport as it sees fit, regardless of
the desires or view of Grantee, and without interference 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 Airport 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 or 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 or mitigate
the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred
eighty(180) days,then for such period(1) Grantee may suspend the payment of any rent
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 (1)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
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and (c) extend the term of this MOU, or (ii) Grantee may terminate this MOU upon
thirty(3 0)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 rent 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.
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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 Char res.
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 following 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, Grantor 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 Obli!ations 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 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 Grantor be
construed as an election by Grantor to forfeit any of its rights under this MOU.
10.5.Ri hts 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 expiration, Grantee shall remove from
the Premises 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 Grantor, its agents, servants,
employees or representatives, which may stem from Grantor's termination of this MOU
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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 (1) 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: To GRANTEE:
City of Fort Worth City of Fort Worth Police Department
Aviation Department ATTN: Chief Jeffrey W. Halstead
ATTN: William B. Welstead 350 W. Belknap
4201 North Main Street, Ste. 200 Fort Worth, Texas 76102
Fort Worth,Texas 76106
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 due 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
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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 maj eure 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,
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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 i s hereby entered into on this �'l day of 92012.
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