ARLINGTON COUNTY, VIRGINIA

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1 ARLINGTON COUNTY, VIRGINIA County Board Agenda Item Meeting of April 22, 2006 DATE: March 31, 2006 SUBJECT: Approval of a Sublicense Agreement between the County Board of Arlington County, Virginia and Saint Coletta of Greater Washington, Inc., for the Use of Space at Ballston Common Mall and Office Center, 4238 Wilson Boulevard, for the Woodmont Weavers Program. C. M. RECOMMENDATIONS: 1. Approve the attached Sublicense Agreement between the County Board of Arlington County, Virginia ("County" or "Licensee") and Saint Coletta of Greater Washington, Inc., a non-stock corporation registered to do business in the Commonwealth of Virginia, ("Saint Coletta" or "Sublicensee") for the Use of Space at Ballston Common Mall and Office Center, 4238 Wilson Boulevard for the Woodmont Weavers Program. 2. Authorize the Real Estate Bureau Chief, or his designee to execute, on behalf of the County Board, the Sublicense, and all related documents, subject to approval as to form by the County Attorney. ISSUE: None. SUMMARY: By granting the Sublicense, the County agrees to allow Saint Coletta of Greater Washington, Inc. to use the County s licensed area to operate the Woodmont Weavers program at 4238 Wilson Boulevard, Suite 3072, Arlington, VA ( License Area ) subject to the terms of the Sublicense Agreement. BACKGROUND: Originally, County staff ran the Woodmont Weavers program on the County's real property located at 2422 N. Fillmore St. In January 2003, the program was relocated to the License Area in the Ballston Common Mall to increase visibility and enable the program to move in the direction of best practices, which includes community involvement and integration in the community. Since the County staff who created the program retired, no experienced weavers were left to support the program participants. After going through the competitive Request for Proposals ("RFP") process, the County's Department of Human Services ("DHS") selected Saint Coletta to run the Woodmont Weavers program. Saint Coletta's staff has many years of experience with County Manager: County Attorney: Staff: Joanna Wise Barnes, DHS and Linda DePersis, DES-Real Estate Bureau

2 working with persons who have developmental disabilities and their teachers are weaving experts. Pursuant to the License Agreement, dated September 5, 2002, the owner and manager of the Ballston Common Mall granted permission for the County to Sublicense the License Area to Saint Coletta. DISCUSSION: The Sublicense has been structured to provide a commercially viable agreement to protect the County s rights and needs as a local government. Some of the pertinent provisions of the Sublicense are as follows: Saint Coletta of Greater Washington, Inc. is required to comply with all applicable provisions of the Sublicense. The Sublicense term matches the County s license term. The Licensor is required to continue to maintain the License Area. Saint Coletta of Greater Washington's on-site staff is required to report maintenance issues and repairs to the General Manager of Ballston Common Mall. The County will provide the custodial service and supplies. Saint Coletta of Greater Washington is required to report custodial issues to the County's Maintenance Hotline. The Sublicense may be terminated for any reason by the County upon thirty (30) days prior written notice to Sublicensee. This Sublicense shall automatically terminate upon the expiration, termination or cancellation of the License. FISCAL IMPACT: There is no significant fiscal impact for the Sublicense because of the nominal rent.

3 SUBLICENSE AGREEMENT FOR THE WOODMONT WEAVERS PROGRAM THIS SUBLEASE AGREEMENT ("Sublicense"), made and entered into as of the day of, 2006, by and between THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body politic, interchangeably ("County") or ("Licensee") and SAINT COLETTA OF GREATER WASHINGTON, INC., a non-stock corporation registered to do business in the Commonwealth of Virginia ("Sublicensee"). W I T N E S S E T H: WHEREAS, the Licensee entered into a License Agreement, dated September 5, 2002, attached hereto and incorporated herein as Exhibit A, with Ballston Commons Associates, LP, an Ohio corporation authorized to do business in the Commonwealth of Virginia ("Owner") or ("Licensor") and Forest City Commercial Management, Inc., acting as duly authorized agent, for certain premises in the building known as the Ballston Common Mall and Office Center, 4238 Wilson Boulevard, Arlington, Virginia ("Ballston Common Mall"), including retail space, work space and other rooms as shown on Exhibit B - Floor Plans, consisting of 2,497 square feet of space on the third floor of the Ballston Common Mall ("License Area"); WHEREAS, the term of License commenced on September 15, 2002, and continues thereafter for consecutive one-year terms, on a year-to-year basis ("Term"). WHEREAS, on September 27, 2004, the County Board approved the First Amendment to License Agreement ("First Amendment") which states the Licensor may terminate the License, as amended, with 90-days prior written notice and the relocation clause was deleted. The License Agreement, dated September 5, 2002, and the First Amendment thereto are jointly referred to hereinafter as ("License"); WHEREAS, the County s Department of Human Services ("DHS") selected Saint Coletta of Greater Washington, Inc. ("Saint Coletta") to administer the Woodmont Weaver Program in the License Area commencing on May 1, 2006; WHEREAS, pursuant to the License, Licensee is permitted to sublicense the License Area, and Licensor has granted permission for the Licensee to Sublicense the License Area to Saint Coletta; WHEREAS, Licensee wishes to Sublicense the License Area to Saint Coletta, and Sublicensee agrees to exercise this permission to use the License Area in strict accordance with the License and this Sublicense; and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Premises. The Licensee hereby permits the Sublicensee to use the License Area described as certain premises in the building known as the Ballston Common Mall and Office Center, 4238 Wilson Boulevard, Arlington, Virginia ("Ballston Common Mall"), including retail space, work space and other rooms as shown on Exhibit B - Floor Plans, consisting of 2,497 square feet of space on the third floor of the Ballston Common Mall ("Sublicensed Premises").

4 2. Term. The term of this Sublicense ("Sublicense Term") for the Sublicensed Premises shall commence on May 1, 2006 ("Commencement Date") and shall continue for consecutive one-year Sublicense Terms ("Subsequent Terms") and shall expire at 12:00 midnight sixty (60) days after the Licensor serves notice to Licensee to terminate the License ("Expiration Date"), with Licensee notifying the Sublicensee of the Expiration Date. Upon the expiration or termination of the Sublicense, Sublicensee shall, at Sublicensee s sole cost and expense, remove its property from the Sublicensed Premises and surrender the Sublicensed Premises in good order and condition, ordinary wear and tear and damage by fire and other unavoidable casualty excepted. 3. Rent. The rent for the Sublicense Term is $1.00 per annum. 4. Use of Sublicensed Premises. Sublicensee warrants and covenants that it, its employees, and agents shall only use the Sublicensed Premises consistent with and as specifically provided in the License (see Exhibit A) and this Sublicense Agreement. Sublicensee agrees to comply with all applicable provisions of the License, and shall not do anything that would constitute a violation of any part or condition of the License, including, but not limited to, making alterations or improvements to the buildings without the prior consent of Licensee and Licensor. 5. Custodial Services. DES shall provide custodial services. Sublicensee shall report custodial issues such as custodial staff not arriving at agreed upon time to perform the cleaning services, bathrooms not cleaned or not having paper goods in them, trash cans not emptied, tile floors not moped, interior glass not cleaned, carpets not vacuumed, to Patrice Warner of DES at or James Menditto of DES at Maintenance and Repairs. Sublicensee shall review Section 12 of the License, and Sublicensee shall immediately report general maintenance problems and repairs to Licensor at Subletting. The Sublicensee shall not assign, transfer, or further sublet the Sublicensed Premises or any part thereof without the prior written consent of Licensee and Licensor. 8. Indemnification and Hold Harmless. The Sublicensee shall indemnify and hold harmless the Licensee, its elected and appointed officers, officials, employees and agents against any claims, damages, losses or liabilities (including reasonable attorney s fees) incurred by such entity and persons arising from any failure or breach by the Sublicensee of any of the obligations, representations and warranties of this Sublicense, including the applicable provisions of the License. 9. Insurance. During the Sublicense Term and any subsequent term, Sublicensee shall carry and at all times maintain, at its own expense, with a company acceptable to Licensee, commercial general liability insurance in the amount of at least two million and 00/100 Dollars ($2,000,000). Sublicensee shall include Licensee, its elected and appointed officials, officers, employees and agents, and Licensor, as additional insureds on all policies of insurance. Prior to the beginning of the Sublicense Term and each continuing term thereafter, Sublicensee shall provide Licensee with evidence of such insurance. 10. Termination. This Sublicense may be terminated for any reason by Licensee, without liability or cost to the Licensee, and without any further obligation whatsoever of Licensee to the Sublicensee, upon thirty (30) days prior written notice to Sublicensee. This Sublicense shall automatically, immediately, terminate upon the expiration, termination or cancellation of the License. Upon the expiration, termination, or cancellation of the License or this Sublicense, all obligations hereunder of the parties hereto shall be extinguished. Upon termination of this Sublicense, this Sublicense

5 shall not be renewed by Licensee if the Sublicensed Premises or any portion thereof is required for any of the purposes mentioned in Virginia Code or any successor Code provisions. Any improvements remaining on the Sublicensed Premises upon expiration termination or cancellation shall revert to the Licensee and shall be free of any encumbrance at the time of such reversion. 11. Notices. Except as otherwise specifically provided herein, any notice required or permitted to be given under this Sublicense shall be given in writing and shall be deemed given (A) on the delivery date, as certified by Airborne Express or Federal Express or UPS; or (B) delivered by hand, in any case addressed to the parties as follows: To Licensee: Arlington County, Virginia 2100 Clarendon Blvd., Suite 403 Arlington, Virginia Attn: County Manager with a copy to: Arlington County, Virginia Department of Environmental Services Engineering and Capital Projects Division Real Estate Bureau 2100 Clarendon Blvd., Suite 900 Arlington, Virginia Attn: Real Estate Bureau Chief with a copy to: Arlington County, Virginia Department of Human Services Mental Retardation/Developmental Disabilities Services 3033 Wilson Boulevard, Suite 700B Arlington, Virginia Attn: Coordinator To Sublicensee: Saint Coletta of Greater Washington, Inc. 207 N. Peyton Street Alexandria, VA Attn: Executive Director or to other persons or entities as may be provided by Licensee or Sublicensee, in writing and in accordance with this paragraph. 12. Applicable Law. This Sublicense shall be construed, interpreted, and governed by the laws of the Commonwealth of Virginia. 13. Binding Agreement. This Sublicense shall not be valid and binding on Sublicensee and Licensee unless and until it has been completely executed by and delivered to both parties. 14. Recitals. The recitals are incorporated into this Sublicense. IN WITNESS WHEREOF, the undersigned parties have duly executed this Sublicense as of the day and year first above written.

6 LESSEE: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA a body politic Witness: By: Print Name: Title: Date: SUBLICENSEE: SAINT COLETTA OF GREATER WASHINGTON, INC., a non-stock corporation registered to do business in the Commonwealth of Virginia Witness: By: Printed Name: Title: Date: Approved as to form: County Attorney

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18 EXHIBIT B FLOOR PLAN

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20 ATTACHMENT 1 Vicinity Map Ballston Common Mall 4238 Wilson Boulevard