ARLINGTON COUNTY, VIRGINIA County Board Agenda Item Meeting of October 14, 2006 DATE: September 18, 2006 SUBJECT: License Agreement between the County Board and the Arlington Virginia Federal Credit Union permitting an automatic teller machine ( ATM ) on the County s property at, Arlington, Virginia, RPC #18004067. C. M. RECOMMENDATIONS: 1. Approve the attached First Amendment to License Agreement between the County Board and the Arlington Virginia Federal Credit Union ("Credit Union") permitting an ATM on the County s property at, Arlington, Virginia, RPC #18004067. 2. Authorize the Real Estate Bureau Chief, or his designee to execute, on behalf of the County Board, the First Amendment, and all related documents, subject to approval as to form by the County Attorney. ISSUES: None. SUMMARY: Following County Board approval and proper execution of the First Amendment to License Agreement ( First Amendment ) to the initial License Agreement dated January 1, 2004 ( Original License ) (jointly, License, as Amended ), the Credit Union ( Licensee ) may continue to use a small area on the first floor lobby level of, Arlington, Virginia ( Licensed Premises ), as designated in the attached First Amendment, for an ATM, and pay increased rent, until expiration of the License, as Amended on September 30, 2009. BACKGROUND: Staff finalized the negotiation of the First Amendment to allow the Credit Union to continue to have an ATM on the first floor of DISCUSSION: The attached First Amendment has been structured to provide a commercially viable agreement to protect the County s rights and needs as a local government so that the Credit Union may continue to use a portion of the lobby space for the ATM on the first floor of the Licensed Premises. Some of the pertinent provisions of the First Amendment are as follows: The Licensee surrendered Suite 506, a portion of the Original Licensed Premises, on September 30, 2006, and moved into its new office beneath the Detention Center. County Manager: County Attorney: Staff: Betsy Herbst/Linda DePersis, DES, Real Estate Bureau
The extended term commences on October 1, 2006, and expires on September 30, 2009. The Credit Union may renew the License for an additional term of three (3) years. The Credit Union is required to pay $40.52 per month as the monthly fee for the use of the Licensed Premises. The monthly fee is subject to a 5 percent annual escalation clause. FISCAL IMPACT: If the First Amendment is approved and executed on behalf of the County Board, then the County shall collect $40.52 per month, or $486.24 annually as General Fund revenue. This revenue was previously budgeted as part of the use fee income from the Credit Union occupancy of Suite 506. 2
FIRST AMENDMENT TO LICENSE AGREEMENT THIS FIRST AMENDMENT TO LICENSE AGREEMENT (the "First Amendment") is made this day of, 2006 by and between THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body politic ( Licensor or County Board ) and the ARLINGTON VIRGINIA FEDERAL CREDIT UNION, a non-profit corporation in the Commonwealth of Virginia ( Licensee or Credit Union ), (jointly Parties ). WHEREAS, the County Board owns the land beneath an office building and garage located at 2100 and 2200 Clarendon Boulevard, Arlington, Virginia ( Property ). The building and garage at 2100 Clarendon Boulevard are used for the Arlington County Government Center ( Demised Premises ). In 1987, the County Board entered into a long-term ground lease for the Property with Courthouse Plaza Associates Limited Partnership. Also, in 1987 the County Board entered into the initial Lease for the Demised Premises. On October 23, 2002, the County Board executed an Amended and Restated Lease ( Lease ) with CESC One Courthouse Plaza, L.L.C. ( Landlord ), for the Demised Premises, commencing on November 1, 2003. A vicinity map is attached hereto and incorporated herein by reference as Exhibit A; WHEREAS, on December 8, 1995, the County Board entered into a Sublease Agreement with the Credit Union to sublet approximately 119 square feet of office space in Suite 506 on the fifth (5 th ) floor of the Demised Premises and an Automatic Teller Machine ( ATM ) in the first floor lobby of the Demised Premises ( Original Licensed Premises ), which expired on December 31, 2003; WHEREAS, on January 1, 2004, the County Board entered into a License Agreement with the Credit Union to sublet Suite 506 located on the fifth (5 th ) floor and a portion of the lobby area on the first (1 st ) floor of the Demised Premises for a period of three (3) years until 12:00 midnight on December 31, 2006, with the option to renew the License for one (1) additional term of three (3) years (the "Original License"); WHEREAS, the Credit Union desires to amend certain terms and conditions of the Original License by means of this First Amendment; and, the Licensee desires to renew the License as set forth in this First Amendment (collectively, the License, as Amended ). NOW, THEREFORE, the Parties hereto agree as follows: For and in consideration of the amount of One Dollar ($1.00), the covenants and agreements set forth hereinafter, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties amend the Original License as set forth in this First Amendment: 1. Licensed Premises. Section 1 of the Original License is hereby amended by deleting the entire section and adding in its stead: On September 30, 2006, Licensee surrendered and delivered to Licensor, Suite 506, consisting of approximately 119 square feet of the Original Licensed Premises, in good order and broom swept 3
condition, ordinary wear and tear excepted. Effective October 1, 2006, the Original Property is hereby amended to consist only of the ATM space on the lobby level at 2100 Clarendon Boulevard for the operation of the ATM on a continuous basis ( Licensed Premises ), as shown on the attached Exhibit 1. 2. Term. Section 2 of the Original License is hereby amended by deleting the entire section and adding in its stead: The Term of the License is hereby extended for a period of three (3) years, commencing on October 1, 2006 and expiring at 12:00 midnight on September 30, 2009 ( Extended Term ). Licensee shall have the option to renew this License for one (1) additional term of three (3) years ( Renewal Term ) upon the same terms and conditions as the Extended Term, subject however, to a five percent (5%) annual increase in the Annual Base Use Fee. This option shall be exercised by Licensee by giving written notice to Licensor, which notice must be received by Licensor not later than ninety (90) days prior to the expiration of the Extended Term. The Extended Term and Renewal Term are jointly referred to hereinafter as Terms. 3. Use. The first sentence in Section 3 of the Original License is amended by deleting the following: Licensee is permitted to use that portion of the Licensed Premises known as Suite 506 for office space. 4. Monthly Fee. Section 4 of the Original License is hereby amended by deleting the entire section and adding in its stead: Commencing on October 1, 2006, the Monthly Fee for the Licensed Premises shall be payable by the Licensee in monthly installments pursuant to the following schedule: License Period Annual Base Use Fee Monthly Base Use Fee October 1, 2006- September 30, 2007 $486.20 $40.52 October 1, 2007 September 30, 2008 $510.51 $42.54 October 1, 2008 September 30, 2009 $536.04 $44.67 Payments are to be made by check payable to Treasurer, Arlington County and delivered to: 4
Arlington County, Virginia Department of Environmental Services Engineering and Capital Projects Division Attention: Real Estate Bureau 2100 Clarendon Boulevard, Suite 813 Arlington, Virginia 22201 Payments received in the Real Estate Bureau after the fifth calendar day of any month (including those payments made late due to addressing errors by Tenant) will include a late charge of 5%. 5. Notices. Section 15 of the License is hereby amended by replacing the Licensor s and Licensee s notice addresses with the following: To Licensor: County Manager Arlington County, Virginia 2100 Clarendon Boulevard, Suite 302 Arlington, Virginia 22201 With a required copy to: Arlington County, VA Department of Environmental Services, Real Estate Bureau 2100 Clarendon Boulevard, Suite 900 Arlington, Virginia 22201 Attn: Real Estate Bureau Chief To Licensee: Arlington Virginia Federal Credit Union 2130 North Glebe Road Arlington, Virginia 22207 Attn: Vice President Finance 6. Effect of First Amendment on License. Except as modified herein, all other terms and conditions of the License remain in full force and effect. In the event the terms and conditions of this First Amendment conflict with the terms of the License, the terms and conditions of this First Amendment shall prevail and be controlling. 7. Third Parties. The License, as Amended shall inure to the benefit of and bind the successors and (subject to the provisions of the License) the assigns of the respective parties. 8. Full Force and Effect. Licensor and Licensee each represents and warrants to the other that the License, as Amended is in full force and effect and has not been assigned, modified, supplemented or further amended in any way. 9. Entire Agreement. The License, as Amended contains the entire agreement of the Parties hereto with respect to the subject matter hereof. No representations, inducements, or agreements, 5
oral or otherwise, between the parties not contained in the License, as Amended shall be of any force and effect. The License, as Amended may not be modified, changed or terminated, in whole or in part, in any manner other than by an agreement in writing signed by duly authorized representatives of the Parties hereto. 10. Counterparts. This License, as Amended may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 11. Incorporation of Recitals. The foregoing recitals are fully incorporated into the License, as Amended by this reference. 12. Ratification and Confirmation of License. Except as otherwise set forth herein, the License, as Amended is hereby ratified and reconfirmed in its entirety. IN WITNESS WHEREOF, the Parties hereto have caused multiple counterparts of this First Amendment to be signed in their respective names by their respective authorized officers, effective as of the later of the dates set forth below. WITNESS: Approved as to form: LICENSOR: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, body politic By: Printed name: Uri Arkin Title: Real Estate Bureau Chief Date: County Attorney STATE OF : CITY/COUNTY OF : The foregoing instrument was acknowledged before me this day of, 2006, by as of THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA. My commission expires: 6 Notary Public
LICENSEE: ARLINGTON VIRGINIA FEDERAL CREDIT UNION Witness: By: Printed Name: Title: Date: STATE OF : CITY/COUNTY OF : The foregoing instrument was acknowledged before me this day of, 2006, by as of ARLINGTON VIRGINIA FEDERAL CREDIT UNION. My commission expires: Notary Public 7
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