ARLINGTON COUNTY, VIRGINIA County Board Agenda Item Meeting of September 16, 2017 DATE: September 5, 2017 SUBJECT: First Amendment to License between CESC Plaza Limited Partnership, as Licensor, and the County Board of Arlington County, Virginia, as Licensee, for the Temporary Arlington County Library, known as The Connection, at the Crystal City Shops @ 2100, Store T20B, 2117 Crystal Plaza Arcade, located within the Building at 2100 Crystal Dr., Arlington, Virginia (RPC# 34-020-266). C. M. RECOMMENDATIONS: 1. Approve the attached First Amendment ( First Amendment ) to License between CESC Plaza Limited Partnership, as Licensor, and the County Board of Arlington County, Virginia, as Licensee, for the Temporary Arlington County Library, known as The Connection, at the Crystal City Shops @ 2100, Store T20B, 2117 Crystal Plaza Arcade, located within the Building at 2100 Crystal Dr., Arlington, Virginia (RPC# 34-020-266). 2. Authorize the Real Estate Bureau Chief, Department of Employment Services, or his designee, to execute on behalf of the County Board, the attached First Amendment and any related documents, subject to approval as to form by the County Attorney. ISSUES: There are no outstanding issues related to this First Amendment. SUMMARY: The First Amendment, attached as Exhibit A to this report, would extend the term of the License until 11:59 p.m. on June 30, 2018. The First Amendment would also remove the obligation of the County to pay the Additional Fee for real estate taxes, operating expenses and electrical power costs, and would require the Licensor to reimburse the County for the Additional Fee that it has paid beginning in June 2017 through September 2017. BACKGROUND: The County approved one-time funding for a pop-up library in the adopted FY 2017 budget. At its regular meeting on July 16, 2016, the County Board approved the License between the County and the Licensor for a pop-up library at the Crystal City Shops. The License commenced on July 29, 2016, for a term of 270 days following delivery of the licensed County Manager: ##### County Attorney: ***** 45. Staff: Betsy Herbst, DES, Real Estate Bureau
premises. The Connection has been operating successfully since it opened in September 2016 to provide County library services to the public that live and work within the Crystal City area. The initial term of the License expired on May 30, 2017; however, the term has continued thereafter on a month-to-month basis. In order to induce the County to remain in the Licensed Premises, the Licensor has offered to extend the License for an additional nine months, until June 30, 2018, with the County no longer being required to pay the Additional Fee, including real estate taxes, operating expenses and electrical power, during the term of the nine-month extension. DISCUSSION: If approved, the First Amendment to License will provide that the term of the License will be extended for an additional nine months, until June 30, 2018, and the License will be amended to provide that the County will no longer be required to pay the Additional Fee, including real estate taxes, operating expenses and electrical power. In addition, the Licensor has agreed to reimburse the County for the Additional Fee of $7,354.64 that the County has paid for the months of June through September 2017. The County will continue to pay for its personnel, staff and janitorial costs associated with operation of The Connection. The addresses for notices to be sent to the Licensor required by the License will also be updated by the First Amendment. PUBLIC ENGAGEMENT: License agreements and associated amendments in which the County is a Licensee do not require public engagement or a public process. FISCAL IMPACT: The County will be reimbursed by the Licensor for the Additional Fee that it has paid to the Licensor between June 2017 and September 2017, in the approximate amount of $7,355. Including the reimbursed funding from the Licensor, personnel costs for the operation of the pop-up library are funded in the FY 2018 operating budget. - 2 -
Exhibit A FIRST AMENDMENT TO LICENSE THIS FIRST AMENDMENT TO LICENSE ( First Amendment ), is made this day of, 2017, by and between CESC PLAZA LIMITED PARTNERSHIP, a Virginia limited partnership (hereinafter Licensor); and THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body corporate and politic (hereinafter Licensee or County )(the Licensor and Licensee are collectively referred to as the Parties ). RECITALS WHEREAS, Licensor and Licensee entered into a License Agreement dated July 21, 2016 ( the License ), which provides for the licensing of space known as Store Number T20B and consisting of approximately 1,222 square feet of retail space, as described on the plan attached hereto as Exhibit A (the Location ) in the building known as 2100 Crystal Drive (the Building ) and in the shopping center known as Crystal City Shops @ 2100 (the Shopping Center ), which Location is located at 2117 Crystal Plaza Arcade, Arlington, Virginia 22202, for a term expiring on May 30, 2017. WHEREAS, the 270-day License term commenced on July 29, 2016 and expired on May 30, 2017, at which time the License continued on a month-to-month basis; WHEREAS, the Parties now desire to extend the License term until June 30, 2018, and amend other provisions of the License concerning payment of the Additional Fee by Licensee to Licensor, specifically subject to the following terms: WITNESSETH: NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. INCORPORATION OF RECITALS. The above recitals are hereby incorporated into this First Amendment. 2. EXTENDED TERM AND FEES. Effective upon the full execution and delivery of this First Amendment Sections 1.2, 1.3, and 1.6 of the License shall no longer be effective as to the period from and after the First Extended Term Effective Date (defined below) and for the purposes of the First Extended Term are hereby replaced by the following: 1.2 Term of the License: Commencing on the date of full execution and delivery of this First Amendment by both Licensor and Licensee ( the First Extended Term Effective Date ), the License term shall be extended until 11:59 P.M. on June 30, 2018 (such date, the -1-
First Extended Term Expiration Date ) (such period the First Extended Term ). Following the First Extended Term Expiration Date, the License term shall continue month-to-month on the same terms and conditions subject to the right of either party to terminate this License effective at any time after the First Extended Term Expiration Date with a minimum of thirty (30) days prior written notice (regardless of when in a month such notice is given) to the other party. 3. Additional Fee. 1.3 Not Applicable. 1.6 Not Applicable. (a) In order to induce Licensee to remain in the Licensed Premises and provide the services referenced in Section 1.8 of the License through the First Extended Term, the Parties agree that the Additional Fee provided for in Sections 1.6(b) (c) and (d), 4.4, 4.5, and 4.6 of the License shall not be paid during the First Extended Term. (b) Licensor shall reimburse Licensee for the amount of the Additional Fee that Licensee has already paid to Licensor for the period from June 1, 2017 through September 30, 2017, in the amount of Seven Thousand Three Hundred Fifty-Four and 64/100 Dollars ($7,354.64) ( Fees Reimbursement ). (c) Licensee shall submit a statement to Licensor providing a reasonably detailed breakdown of the Fees Reimbursement. Licensor shall pay the Fees Reimbursement to Licensee within Forty-Five (45) days following receipt of such statement. 4. PARKING. Section 7.3(c) of the License is hereby amended by deleting the entire section and adding in its stead: 7.3 Parking (c) Provided Licensee is not then in default of any of the terms or conditions of this License, the Licensor shall provide Four (4) permits for unreserved parking in the G-1 Level parking garage of the Shopping Center entered off 23 rd Street for Licensee or Licensee s employees, subject to Licensor s right to relocate the parking rights granted herein to other parking areas under or adjacent to Shopping Center. 5. NOTICES. Sections 1.12 (b) and (c) of the License are hereby deleted in their entirety and the following is hereby substituted in lieu thereof: (b) Address for Notices to Licensor: (for notices required by this License) CESC Plaza Limited Partnership -2-
c/o JBG SMITH Properties 4445 Willard Avenue, Suite 400 Chevy Chase, Maryland 20815 Attention: Lease Administration and to: CESC Plaza Limited Partnership c/o JBG SMITH Properties 4445 Willard Avenue, Suite 400 Chevy Chase, Maryland 20815 Attention: Legal Commercial Leasing (c) Address for Payment of Rent: CESC Plaza Limited Partnership c/o JBG SMITH Properties P.O. Box 642006 Pittsburgh, PA 15264-2006. 6. RATIFICATION AND CONFIRMATION OF LICENSE. Except as modified herein, all other terms and conditions of the License shall remain in full force and effect. In the event the terms and conditions of this First Amendment conflict with the terms of the License, then the terms and conditions of the First Amendment shall prevail and be controlling. 7. FULL FORCE AND EFFECT. Licensor and Licensee each represent and warrant to the other that the License is in full force and effect and has not been assigned, modified, supplemented or further amended in any way. 8. 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, oral or otherwise, between the parties not contained in the License shall be of any force and effect. The License 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. 9. BROKERS AND COMMISSIONS. Licensee represents and warrants that it did not retain any broker, agent or real estate salesperson with respect to carrying out negotiations or any other dealings related to this License. Licensor represents and warrants that it retained JBGS/OP Management Services, L.L.C. as its broker ("Broker"). Licensor, and not Licensee, shall compensate Broker according to a separate agreement. Licensor shall hold Licensee harmless from any claims arising out of Licensor's agreement with Broker. Additionally, Licensor agrees to pay all commissions and costs to any and all other brokers or agents entitled to any commission or compensation in connection with this License pursuant to the terms of separate agreements, and Licensor shall hold Licensee harmless therefrom. -3-
10. APPROVAL OF FIRST AMENDMENT BY LICENSEE; EFFECTIVE DATE. This First Amendment shall not become effective unless and until the County Board approves this First Amendment. Such approval by the County Board shall be evidenced by the execution of this First Amendment by the Real Estate Bureau Chief or other person designated by the County Board ( Effective Date ). Upon the execution and delivery by Licensor of a First Amendment that is acceptable to the County Manager, the Manager shall use reasonable efforts to promptly obtain the approval of the County Board to the First Amendment consistent with the County process for the review and submission of documents to the County Board for consideration. If this First Amendment is not approved by the County Board, as evidenced by the Real Estate Bureau Chief s execution hereof, within sixty (60) days after execution and delivery by Licensor, then it shall be null and void and no liability whatsoever shall accrue to Licensor or Licensee and Licensor and Licensee shall have no obligations whatsoever to each other. 11. DEFINED TERMS. Terms that are defined in the License shall have the same meanings when such terms are used in this First Extension unless stated to the contrary herein. SEE FOLLOWING PAGE FOR SIGNATURES REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -4-
IN WITNESS WHEREOF, Licensor has caused this First Amendment to be signed and sealed by one or more of its duly authorized officers, general partners, trustees, or agents, and Licensee has caused this First Amendment, as described herein, to be signed pursuant to the provisions of Section 54 of the License. WITNESS FOR LICENSOR: LICENSOR: CESC PLAZA LIMITED PARTNERSHIP By: (SEAL) Name: Title: Date: ATTEST FOR LICENSEE: LICENSEE: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA By: (SEAL) Name: Title: Date: Approved as to Form: County Attorney I:\Retail\DOCS\2017\Mods\County Board of Arlington County, Crystal City Shops @ 2100, Ste 120B, First Amend. V1A.docx -5-
EXHIBIT A LEASED PREMISES FLOOR PLAN Store Number T20B -6-
Attachment 1 Vicinity Map Pop-Up Library -Crystal City Shops at 2100/2200, 2100 Crystal Dr. RPC# 34-020-266 18TH ST S 20TH ST S 34020266 S CLARK ST CRYSTAL DR 23RD ST S HWY JEFFERSON DAVIS S CLARK ST 0 200 Feet / Pursuant to Section 54.1-402 of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and May 2016
Attachment 2 Vicinity Map Pop-Up Library -Crystal City Shops at 2100/2200, 2100 Crystal Dr. RPC# 34-020-266 S ELM ST 15TH ST S LEVEE RD CRYSTAL DR W ENTRANCE RD THOMAS AVE THOMAS AVE 18TH ST S SMITH BLVD NATIONAL AVE S FERN ST 22ND ST S S EADS ST S CLARK ST 20TH ST S 34020266 GEORGE WASHINGTON MEMORIAL PKWY GEORGE WASHINGTON MEMORIAL PKWY PUMP RD W ENTRANCE RD 23RD ST S 24TH ST S 25TH ST S 26TH ST S 233 ROUTE ROUTE 233 ROUTE 233 26TH ST S 26TH ST S CRYSTAL DR 0 400 Feet RD WAREHOUSE ABINGDON DR / Pursuant to Section 54.1-402 of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and May 2016
Attachment 3 Vicinity Map Pop-Up Library -Crystal City Shops at 2100/2200, 2100 Crystal Dr. RPC# 34-020-266 18TH ST S 20TH ST S 34020266 S CLARK ST CRYSTAL DR 23RD ST S S CLARK ST 0 200 Feet / Pursuant to Section 54.1-402 of the Code of Virginia, any determination of topography or contours, or any depiction of physical improvements, property lines or boundaries is for general information only and shall not be used for the design, modification, or construction of improvements to real property or for flood plain determination. Aerial Photography 2015 Commonwealth of Virginia Easement Locations are Approximate. Map prepared by Arlington County GIS Mapping Center Produced and May 2016