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15 - Airport Management Contract and Flight Based Operator (FBO) AgreementItem No. 15 TO: Mayor & City Council FROM: John Godwin, City Manager SUBJECT: AIRPORT MANAGEMENT CONTRACTS DATE: February 25, 2019 BACKGROUND: Although Cox Field is a city -owned and operated airport, we manage it primarily through private vendor(s). The oldest agreement is a contract for a Fixed (or Flight) Based Operator, or FBO. The FBO is responsible for operating the terminal building and providing fuel sales, among many other tasks and responsibilities. In addition to the FBO contract, several years ago the city entered into an agreement for airport maintenance in lieu of doing it in-house. This agreement covers a wide range of airport and related facility maintenance, from fixing lights and cleaning the terminal, to mowing grass and ensuring runway safety. City staff provides some support for this latter contract, and we also have mowing and agricultural leases. The FBO and management agreements are both currently with J.R. Aviation, our FBO for over thirty-one years, and both agreements have expired or are expiring; therefore, city staff and the airport board have been addressing these agreements over the last few months. STATUS OF ISSUE: I have generally favored renewing the contracts with J. R. Aviation, since I believe they have provided an overall satisfactory service at reasonable costs, and also because there is very little competition likely to come our way. With that in mind, I negotiated new versions of each contract, specifying maintenance requirements in much more detail, expanding clarification as to which party is responsible for what, increasing the maintenance contract by $100 per month, and doubling the price the city is paid for fuel from five to ten cents per gallon. The airport board considered various options, including combining the two agreements into one contract, and having the city issue a Request for Proposals (RFP) for one or both agreements. At its February 21 meeting, however, the board unanimously agreed to renew the two re -negotiated agreements for a period of five years instead of ten, with both expiring on the same date. The board also expressed it expectation that the city would issue an RFP for a consolidated agreement approximately six months prior to the attached agreements' expirations in December 2023. In this manner we maintain continuity and also plan in advance for a transition when J. R. Aviation is replaced. A handover now could be problematic and cause an interruption in service. BUDGET: Will increase net revenues from fuel sales by approximately $6,000. RECOMMENDATION: Authorize execution of two attached agreements as recommended by the airport advisory board. AGREEMENT FOR AIRPORT MANAGEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR § THAT this Agreement is made this day of March 2019, by and between the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, hereinafter CITY, and J. R. AVIATION, hereinafter CONTRACTOR. WITNESSETH: It is the desire of CITY and CONTRACTOR that CONTRACTOR serve as Airport Manager at Cox Field, the Municipal Airport of the City of Paris, Texas, to perform all necessary functions and services related to such position. IN CONSIDERATION HEREOF, it is hereby mutually agreed between CITY and CONTRACTOR as follows: 1. CONTRACTOR shall be responsible for the management and operational oversight of the Airport. Responsibilities shall include, but not be limited to, optimization of federal resources and services; maintenance of safe conditions; maintenance of grounds, buildings, runways and taxiways, and lighting facilities consistent with, and as further described in, Section 3 below; and minimizing CITY exposure to legal action. CONTRACTOR shall also maintain effective communications with tenants, airport users, CITY officials, and the general public. 2. CONTRACTOR shall be responsible to the City Manager, or his/her designee, who shall have the authority and responsibility to review CONTRACTOR's job performance. Everyday functions under this Agreement are performed with little or no supervision; however, approval of work is gained through regular meetings, telephone conversations, written and oral reports, e-mails, and general observations by the City Manager. Work is directed through general policy and specific program guidelines. Airport conditions are examined by federal inspections. CITY will conduct an annual review. 3. The CONTRACTOR shall additionally be responsible for the following specific duties: A. General Activities (1) Monitoring the daily activities of staff employed by CITY responsible for assisting with mowing Airport property, and supervising any contract -I- maintenance workers. (2) Maintaining, at its own cost, a copy of all files of pertinent information associated with the Airport, including grants, airport leases, contracts, etc. (3) Attending all Airport Advisory Board meetings; providing staff assistance as provided under this Agreement; and serving as liaison between the Airport and the general public. (4) Attending various outside local meetings on behalf of the Airport as necessary and, when CITY funding is available, attending any annual conferences. (5) Keeping the City Manager or his/her designee updated as to Airport activities on a regular basis. (6) Preparing an annual report of Airport activities for presentation to the City Manager or his/her designee. (7) Assisting in the preparation of bids by gathering necessary data. (8) Enforcing Airport Minimum Standards. (9) Issuing Notices to Airmen (NOTAMS) as required. (10) Meeting regularly with Airport tenants in an effort to maintain harmony on site. (11) Receiving all correspondence directed to the Airport and corresponding accordingly. (12) Answering questions of the public and others. (13) Ordering office supplies and equipment as required. (14) Adhering to safe working practices and promoting safety in the workplace. (15) Maintaining effective communications with federal, state, and local officials, the Airport Advisory Board, and Airport staff, tenants, and neighboring properties. (16) Updating and having available all FAA regulations and state and local notifications concerning use of Cox Field Airport in public areas easily accessible to users. (17) Coordinating all pertinent airfield/flight safety information with appropriate FAA officials. (18) Monitoring flight activity. (19) Preparing and presenting a monthly Airport Manager's Report at Airport Advisory Board meetings. (20) Overseeing the conduct of aviation operations at the Airport in a manner that will ensure safety of all persons, aircraft, and facilities as regulated by federal, state, and local aviation regulations. B. Maintenance Activities (1) Overseeing the maintenance of all airport buildings and facilities. (2) Maintaining all Airport facilities in strict compliance with federal and state requirements. -2- (3) Assisting maintenance staff with mowing of grass at terminal facility, and other maintenance activities as time and workload requires. (4) Operating the Airport and maintaining it in such a manner that CITY will have minimum liability exposure. (5) Providing immediate notice to proper authorities of any condition which may affect the safety of persons or aircraft using the airport as they become known and taking the appropriate action to correct the problem as soon as possible. (6) Maintaining the Airport Safety Program for staff and tenants. (7) Controlling access to Airport grounds and common areas and reporting suspicious activities to the City Manager and the Paris Police Department. (8) Ensuring that all common areas of the Airport property and facilities are maintained in a clean and neat appearance. (9) Assisting with maintenance and minor repairs to common Airport equipment, ensuring that all equipment is maintained in proper working order at all times, and delivering equipment to repair shops when necessary. (10) Keep grounds free of trash and debris. (11) Inspecting ramp, runways, and taxiways for FOD and safety, daily. (12) Coordinating the removal of disabled aircraft on runways or taxiways, as required. (13) Replacing the windsock as needed. (14) Ensuring tie downs have adequate rope to safely and adequately secure aircraft. (15) Maintaining self -serve pump and ground pumps, and repair, or cause to be repaired by others, as needed. (16) Maintaining airport lighting and related facilities. (17) Replacing runway and PAPI lights as required to ensure safe approaches. (18) Checking PAPI lights for proper glide slope alignment, at least every thirty days. (19) Supervising repair of hangars as needed. (20) Provide standard maintenance of terminal systems, such as HVAC filters, septic chemicals, light bulbs, etc., and notify City of any system failures to ensure timely repairs and/or replacements. C. Grant -related Actiyties (1) Keeping abreast of state and federal funding programs and immediately advising the City Manager of grant opportunities. (2) Assisting with grant applications by acquiring any necessary data. (3) Working, as necessary, with consultants, engineers, and state and federal planners in developing future capital improvements at the Airport. (4) Maintaining a general knowledge of all regulations, FAA directives, security directives, and information circulars. D. Legal Activities (1) Keeping abreast of statutes and any changes in state, federal, and/or local regulations and alerting officials as appropriate. (2) Maintaining familiarity with all local, state and federal permitting requirements and procedures. (3) Enforcing lease provisions for all Airport tenants. (4) To the extent capable, ensuring that CITY maintains compliance with all grants, leases, and contracts. (5) Maintaining a list of airport fixed assets, to include equipment and properties owned/acquired by CITY. (6) Performing other similar and related duties as required. 4. That CONTRACTOR shall provide, at its sole cost, an office computer with internet access for communication with the City Manager and to stay abreast of grants and FAA requirements. 5. That, within the first 60 days of this Agreement, CONTRACTOR will work with City Manager, or his/her designee, to establish an inventory of all publicly owned equipment and property for which the CONTRACTOR is responsible under this Agreement. 6. That CONTRACTOR shall provide an employee who is on-call at all times. The CONTRACTOR shall maintain any necessary staffing levels to comply with the requirements of this Agreement. Additionally, the CONTRACTOR shall ensure that at least one of its employees remains on Airport property during the hours of 8:00 a.m. to 5:00 p.m. or sunset, whichever is later, on every day of the year, with the exception of Christmas, Easter, and Thanksgiving. 7. That CITY will provide, at its sole cost and expense, all materials, equipment, and parts necessary to maintain CITY -owned equipment in proper working condition, if any. CITY will also pay all costs associated with repairs made by third parties to CITY -owned equipment, if any. 8. That CONTRACTOR is an independent contractor and shall not be considered an employee of CITY in the performance of the responsibilities under this Agreement. 9. That because CONTRACTOR has opted, as it is permitted under State Law, not to carry and maintain worker's compensation insurance for its employees, CONTRACTOR covenants and agrees to indemnify and in all things hold CITY harmless from any and all claims brought by its employees for which workers compensation insurance, if said insurance had been purchased, would have applied. That is, CONTRACTOR covenants and agrees that it shall be solely responsible and liable for the defense of any and all claims brought by its employees as a result of the performance of its duties and obligations under the Agreement, and that the CITY shall not be liable for any such claims or liabilities. 10. CONTRACTOR agrees to indemnify, save, keep and hold harmless CITY from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character whatsoever for damage or injuries to persons and/or property occurring or arising as a result of the services provided by CONTRACTOR under this Agreement, including, but not limited to, those demands, debts, liabilities, suits, claims, and causes of action resulting from the actions or inactions of CONTRACTOR's invitees, agents, servants, employees, or visitors, and CITY shall not be liable for CONTRACTOR, his invitees, agents, servants, employees or visitors in the performance of this Agreement and CONTRACTOR agrees to hold and save CITY harmless from all claims for any such damages or injuries, and CONTRACTOR must at all times during the term of this Agreement, and any extension thereof, keep and maintain in full force and effect a policy or policies of insurance providing at least $250,000.00 per person and $500,000.00 for any single occurrence for bodily injury or death and $100,000.00 for any single occurrence for injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries or property damages arising out of or as a result of the services under this Agreement, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, subject to approval by the City Attorney of the City of Paris, and CONTRACTOR or his insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, or furnish to the City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this Agreement and any extension thereof; and providing further, that CITY shall be a coinsured under such policies and shall receive a minimum of thirty (30) days' notice of termination of such policy. 11. That, in consideration of the faithful compliance with the terms and conditions of this Agreement, the CITY shall pay to CONTRACTOR the total sum of Twenty-five Thousand Two Hundred and no/100 Dollars ($25,200.00) per year, in twelve (12) equal monthly installments of $2,100.00 each. That this Agreement shall be for a term of five (5) years, commencing on January 1, 2019, and ending on December 31, 2023. This Agreement shall be renewable for one additional five-year extension if parties are mutually agreeable. Renewals shall be at the same M compensation provided herein. 12. That CITY and CONTRACTOR have the right to unilaterally terminate this Agreement at any time upon ninety (90) days written notice to the other party. CITY further retains the right to terminate this agreement upon thirty (30) days written notice to CONTRACTOR for failure to perform the services required hereunder. 13. That this Agreement constitutes the entire agreement between the parties. No agreements, representations or warranties other than those specifically set forth in this Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. This Agreement shall have no effect or bearing on the Agreement that currently exists between CITY and CONTRACTOR for CONTRACTOR services currently provided. 14. That neither this Agreement nor any duties or obligations under it shall be assignable by CONTRACTOR without the prior written consent of CITY. 15. That all notices required under this Agreement must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: LESSOR City Manager City of Paris P. O. Box 9037 Paris, TX 75461-9037 LESSEE J. R. Aviation Either party may change the address to which notices are to be sent by giving the other party notice of the new address in the manner provided in this paragraph. In case any one or more of the provisions contained in the Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been included in the Agreement. 16. That this Agreement shall be construed under, and in accordance with, the laws of the State of Texas, and all obligations of the parties created by this Agreement are performable in Lamar County, Texas. Venue for state court actions arising under this Agreement shall be exclusively in the courts of Lamar County, Texas; venue for federal court actions arising under this Agreement shall be exclusively in the federal courts for the Eastern District of Texas. EXECUTED on the dates shown in the acknowledgments below. By: ATTEST: Janice Clerk, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney STATE OF TEXAS ) COUNTY OF LAMAR ) CITY OF PARIS, PARIS, TEXAS John Godwin, City Manager CONTRACTOR President, J. R. Aviation BEFORE ME, the undersigned authority, on this day personally appeared City Manager of the City of Paris, Paris, Texas, known to me to be the person whose same is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. 2019. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of -7- Notary Public, State of Texas STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared ..........-............................. _..ma .................................... ..m, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. 2018. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of....., , -8- Notary Public, State of Texas FIXED BASE OPERATOR MANAGEMENT LEASE AGREEMENT This MANAGEMENT LEASE AGREEMENT (hereinafter AGREEMENT) shall be between the City of Paris, Texas, a home rule municipal corporation of the State of Texas (hereinafter CITY), and J. R. Aviation (hereinafter OPERATOR), which in consideration of the mutual covenants, agreements, stipulations, and payments, do hereby contract and agree as follows. WITNESSETH: It is the desire of OPERATOR to act as a Fixed Base Operator at Cox Field, the Municipal Airport of the City of Paris, Texas, and to perform all necessary functions and services as such in conformity to the Standards for Aeronautical Activities on Cox Field as may be amended from time to time in the Code of City Ordinances for the City of Paris. It is the desire of the CITY for the OPERATOR to act as Fixed Base Operator at Cox Field in conformity with the Standards for Aeronautical Activities on Cox Field and the terms of this agreement. In consideration hereof, it is hereby mutually agreed between CITY and OPERATOR as follows: Article 1: DEFINITIONS 1. Fixed Base Operator. A Fixed Base Operator is a person, firm, or corporation performing any of the functions of furnishing any of the services listed herein on a commercial basis. No person, firm, or corporation may act in the capacity of an FBO without a valid contract with the City of Paris, authorizing each such activity at Cox Field. 2. Airport Tenant. An airport tenant is a person, firm, or corporation leasing or using airport property solely for the purpose of storing aircraft and is not engaged in or providing any aviation related commercial activity or service at the airport. An airport tenant is not authorized to function as or provide the services of an FBO. Article 2: DUTIES OF CITY 1. Guarantee OPERATOR access to the leased premises at all times during the term of this lease. 2. Provide suitable retail, office, and storage space for OPERATOR in connection with and for the operation of OPERATO's business operations as a Fixed Base Operator for the Municipal Airport of the City of Paris. 3. Maintain and repair the terminal building wherein the leased premises of the OPERATOR are located, excepting only as provided by other provisions of this agreement. 4. Provide, or cause to be provided by others, trash collection for the premises. 5. Maintain aviation fuel storage facilities meeting all applicable local, state and federal regulations for such facilities. 6. Provide for a reliable television service for weather purposes and the needs of the traveling public and pilots. OPERATOR shall be allowed to connect to such service, providing that OPERATOR shall pay any and all costs of such connection. Article 3: DUTIES OF OPERATOR 1. Furnish and supervise the sale of aviation petroleum products and ramp service operations. OPERATOR shall receive all the proceeds, rebates and all other compensations paid for such services, and shall be responsible for the bookkeeping and accounting for such. OPERATOR agrees that all public aeronautical services furnished shall be on a fair, equal and not unjustly discriminatory basis, and to charge fair and not unjustly discriminatory prices for each unit or service; provided that the OPERATOR may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reduction to volume purchasers. 2. Maintain at least one truck with aviation or jet fuel dispensing equipment meeting all applicable local, state and federal regulations for such trucks and equipment. 3. Occupy and operate space provided for the purpose of a retail sales area, an office, and storage, and install, repair, and store all equipment necessary for the conduct of OPERATOR's business subject to the approval of the airport owner. 4. Subject to the provisions contained herein, pay to CITY an annual lease payment of $ per square foot for office and storage space. Payments are to be made at least monthly and in advance, beginning on the commencement date of this lease and continuing regularly thereafter during the term of this lease and any extensions thereof. At its sole option, OPERATOR may prepay any of the rental installments. Rental rates may be adjusted by CITY at the end of each five-year lease period, computed according to the Consumer Price Index (CPI) for Dallas -Fort Worth, Texas, or other rates prevailing in the Paris area for similar facilities. Should OPERATOR fail to make payments in a timely manner, a late penalty of 10% shall be assessed beginning on the tenth calendar day after the due date. Should payments remain past due for more than thirty (30) days, AGREEMENT is in default and may be terminated. 5. Use, with others so authorized, any common areas or equipment on the airport including, but no limited to, the runways, taxiways, public aircraft and auto parking aprons, roadways, and navigational aids. 6. Not prevent any person, firm, or employee of a corporation from servicing, maintaining, or fueling their own aircrafts that might be parked or hangered at the airport. 7. Make it business open to all forms and classes of aeronautical use. 8. Maintain all leased areas and the interior and exterior of any leased constructed buildings to an acceptable standard. 9. Ensure telephone for public use, ground transportation into town, pilot and passenger lounge with restrooms, retails business area with restrooms, and coffee and/or soft drinks. 10. Remove and properly dispose of any trash, waste, or debris from the leased property. 11. May offer flight instruction, if providing a trained, certified instructor, classroom, telephone, restrooms, and aircraft available for instruction. 12. Assures that no person shall on the grounds of race, creed, color, national origin or gender be excluded from participating in any employment activities covered in 14 C.F.R. part 152, Subpart E. OPERATOR assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any programs, and that they will require assurances from their sub -organizations, as required by 14 C.F.R. Part 152, Subpart E, to the same effect. OPERATOR, in exercising any of its rights or privileges herein granted to it, shall not on grounds of race, color or national origin, discriminate or permit discrimination against any person or group of persons in any manner prohibited oy Part 21 of the Regulations of the Secretary of Transportation. CITY retains the right to take such action as needed, or as the United States or State of Texas may direct, to enforce this nondiscrimination covenant. 13. Operate the business of Fixed Base Operator in compliance with all applicable Federal and State laws and regulations, as well as the Code of Ordinances of the City of Paris, including, but not limited to all conditions and requirements established in the U.S. and Texas Departments of Transportation and the Federal AviationAdministration. 14. Pay to CITY a Fuel Flowage Fee within ten (10) days after the last day of each calendar month in the amount of —_cents ($O.__)per gallon of aviation fuel sold. OPERATOR shall maintain and provide complete and necessary documentation of fuel sales if requested. 15. Abide by all laws, rules, regulations, guidelines, terms, and conditions of the airport owner, the Texas Department of Agriculture, the Environmental Protection Agency, the national Fiore protection Association, the local and state fire marshals the Texas department of Transportation, the Federal Aviation Administration, and any other applicable agencies in regard to the use and storage of pesticides, or other dangerous chemicals; the storage and dispensing of aircraft fuel; the storage, dispensing, and disposal of engine oil; the maintenance and upkeep of the airport facilities; the operation of the OPERATOR's business; and the general safety and operation of the airport. 16. Take good and proper care of the leased premises and be responsible and make good to CITY all injuries and damages to the same caused by OPERATOR or those under him and will deliver same to CITY at the expiration or termination of this lease in as good condition as when completed, usual wear and tear alone excepted; and OPERATOR will, upon expiration of this lease, peaceably yield up to CITY, all and singular, the premises and all future erections, additions or repairs to or upon same, in good repair, including but not limited, to hangar buildings, storage buildings, permanent installation of equipment, and fixtures and fences. Any improvements or additions made to real property during the term of the lease will become property of the airport owner. 17. Allow the CITY's Airport Manager or Representative to enter upon and into the leased premises and every part thereof at all times for the purpose of inspecting and examining the condition thereof, and also submit to and abide by periodic safety inspections by the airport owner, the FAA, and/or TXDOT Aviation. 18. Not assign this lease or sublet the leased premises or any part thereof without the written consent of the CITY first had and obtained. 19. Agrees to indemnify, save, keep and hold harmless CITY from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character whatsoever for damage or injuries to persons and/or property occurring on the leased premises resulting from OPERATOR's, his invitees, agents, servants or employees' use, and CITY shall not be liable for OPERATOR, his invitees, agents, servants, employees or visitors due to the improvements located thereon, or hereafter constructed, or any other condition of the premises improperly constructed, maintained or being or becoming out of repair, OPERATOR hereby waiving any defects therein and agrees to hold and save CITY harmless from all claims from any such damages or injuries, and OPERATOR must at all times during the term of this agreement, and any extensions thereof, keep and maintain in full force and effect a policy or policies of insurance providing at least $100,000 per person and $300,000 for any single occurrence for bodily injury or death and $10,000 for any single occurrence for injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premises of said leased property, or any part thereof, as the result of the negligence of OPERATOR, his invitees, agents, servants or employees, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, subject to approval by the City Attorney of the City of Paris, and OPERATOR or his insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, or furnish to the City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this lease and any extension thereof. 20. Provide and maintain in proper condition readily accessible fire extinguishers in a number and of a type approved by fire underwriters for the particular hazard involved. 21. Provide air crash and air rescue services. OPERATOR will furnish one person with crash rescue training with CITY furnishing fire training through the City of Paris Fire Department. Air Crash and Rescue Services shall be required in the absence of City Fire and Rescue personnel. Should City Fire and Rescue unit(s) be available on the scene, OPERATOR shall be required to make themselves available for assistance if requested. Article 4: TERM OF AGREEMENT I. The initial term of this Agreement shall be for a period of five (5) years, commencing on January 1, 2019, and ending on December 31, 2023. 2. OPERATOR shall have the option to extend this agreement for a five (5) year period at the expiration of the initial term. OPERATOR shall notify CITY at least ninety (90) days prior to the expiration of the initial term of its desire for an extension. Upon OPERATOR's notice for extension the rental payment amount shall become negotiable for the extension term. Article 5: DISPUTE RESOLUTION 1. Should OPERATOR default in, or fail or refuse to keep any of the covenants, conditions, stipulations and/or provisions herein contained, notice thereof shall be given in writing to OPERATOR by the City Manager or his/her designee, giving OPERATOR thirty (30) days to correct such discrepancy, and in the event such default, failure or refusal is not corrected within the thirty day period, a second notice in writing by certified mail, affording a hearing before the Airport Advisory Board on a date certain shall be given to OPERATOR by the City Manager or his/her designee. After affording OPERATOR such hearing the Airport Advisory Board shall recommend to the City Council that the lease continue or be terminated, and thereafter the City Council shall take such action as it deems necessary and appropriate. 2. The controlling law and venue for any dispute that should arise out of this agreement shall be that of Lamar County, Texas. Article 6: MISCELLANEOUS PROVISIONS 1. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this AGREEMENT on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other acts extending such authority have been duly passed and are now in full force and effect. 2. This Agreement represents the entire and integrated agreement between CITY and OPERATOR and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both CITY and OPERATOR. 3. If any clause, paragraph, section or portion of this AGREEMENT shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the AGREEMENT shall remain in full force and effect and the parties shall be deemed to have contracted as if said clause, section, paragraph or portion had not been in the Agreement initially. 4. This AGREEMENT is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 5. Waiver by either party or any breach of this AGREEMENT, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance of the AGREEMENT. 6. This AGREEMENT shall be drafted equally by all parties hereto. The language of all parts of this AGREEMENT shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any party shall not apply. Headings in this AGREEMENT are for the convenience of the parties and are not intended to be used in construing this document. 7. This AGREEMENT may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 8. This AGREEMENT shall not be assigned without the written consent of CITY, which shall not be unreasonably withheld, conditioned or delayed. Any amendment to this AGREEMENT shall be in writing and signed by all parties to the AGREEMENT. 9. The rights and remedies provided by the AGREEMENT are cumulative, and the use of any one right or remedy by CITY shall not preclude or waive any right to use any or all other remedies. 10. Where the terms of this AGREEMENT require that notice in writing be provided, such notice shall be deemed delivered three (3) days following the deposit of the notice in the United States mail, postage prepaid, and sent by certified mail, return receipt requested and properly addressed as follows: CITY: City of Paris P. O. Box 9037 Paris, TX 75461-9037 OPERATOR: JR Aviation 11. This AGREEMENT shall be binding upon, and inure to the benefit of, the parties of this Lease and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement. 12. This AGREEMENT shall be construed under, and in accordance with the laws of the State of Texas, and all obligations of the parties created by this Lease are performable in Lamar County, Texas. EXECUTED on this day of February, 2019, THE CITY OF PARIS, TEXAS City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney STATE OF TEXAS COUNTY OF LAMAR J..R. Aviation This instrument was acknowledged before me on the day of 20, by Notary Public, State of Texas STATE OF TEXAS COUNTY OF LAMAR This instrument was acknowledged before me on the day of , 20 , by Notary Public, State of Texas