FIRST AMENDMENT TO Lt SE THIS FIRST AMENDMENT TO LEASE (this “Amendment” is made this [4°79 day of _ ffpuef__, 2011 between the CITY OF AUSTIN, a Texas home-rule municipal corporation (the “Ciy”), and the TREEFOLKS, INC., a Texas non-profit corporation (*TreeFolks”) RECITALS, WHEREAS, the City and Tree Folks are parties to that certain Lease that commenced on November 1, 2002 (as amended, the “Lease”) under which the City leases to TreeFolks the real property and improvements located at 10803 Platt Lane, Austin, ‘Texas (the “Property”); and WHEREAS, the City and TreeFolks desire to extend the term of the Lease and make certain other modifications to the Lease as provided in this Amendment, including clarifying that the City of Austin, not the City of Austin Water Utility, is the proper landlord under the Lease; NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements of the City and TreeFolks set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and TreeFolks agree as follows: AGREEMENT 1. Preamble. ‘The preamble of the Lease is hereby deleted in its entirety and replaced with the following text: “This lease (“Lease”) is between the City of Austin (“Landlord”) and TreeFolks, Inc, (“Tenant”). Landlord leases to Tenant, and Tenant leases from Landlord, a house (“House”) located on certain real property commonly known as 10803 Platt Lane, ‘Austin, Texas (collectively with the House, the “Property”). ‘The Officer of the City of Austin Office of Real Estate Services is designated as the Landlord’s agent (“Landlord's Agent") for purposes of administering this Lease.” 2, Team. The first sentence of Section 1 of the Lease is hereby deleted in its entirety and replaced with the following sentence: “The term of this Lease is 20 years commencing on November 1, 2007 and continuing until’ the term expires or is earlier terminated in the manner provided in this Lease (the “Term”).Landlord may terminate this Lease at any time and without cause by giving 90-days’ written notice to Tenant.” 3. Permitted Use of Property. As additional consideration for the City’s lease of the Property to TreeFolks, TreeFolks will use the Property only for office and administrative uses in connection with the public purpose of promoting tree planting, tree ‘education and urban forest-related community partnerships and for no other purpose (the “Permitted Purpose”). If at any time TreeFolks fails to use the Property for the Permitted Purpose or uses the Property for a purpose other than the Permitted Purpose, the Lease will terminate automatically, title to the Property will automatically revert to the City, and the City may take possession of the Property in the manner provided in Section 14 of the Lease. 4, Insurance. Sections 11.1 and 11.2 of the Lease are hereby deleted in their entirety and replaced with the insurance provisions described on Exhibit A attached to this Amendment and incorporated herein by reference. 5. Assignment and Subletting. ‘TreeFolks may not assign the Lease or sublet the Property, in whole or in part, to any party without the City’s prior written consent, which consent the City may withhold in its sole and absolute discretion. 6. Notice. Section 15 of the Lease is hereby deleted in its entirety and replaced with the following text: “Any notice required or permitted under this Lease must be in writing and will be deemed to be delivered three (3) business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address listed below for the recipient. ‘The parties may change their respective address for notices by delivering notice of the change in the manner provided in this Section 15. Ifto the City: City of Austin, Office of Real Estate Services P.O. Box 1088 Austin, Texas 78767 Attn: Lauraine Rizer, Officer with a copy to: City of Austin Law Department P.O. Box 1088 ‘Austin, Texas 78767 ‘Attn: Judd L. Leach, Assistant City Attorneyand a copy to: ity of Austin Water Utility P.O. Box 1088 Austin, Texas 78767 Attn: Director ItoTiee Folks: —_TreeFolks, Ine. 10803 Platt Lane Austin, Texas 78725 ‘Attn: April Rose, Executive Director 7. Ratification of Lease: Conflict. The Lease, as modified by this Amendment, is hereby ratified and confirmed and is in full force and effect. If a conflict arises between the terms of this Amendment and the terms of the Lease, the terms of this Amendment will control. 8. Counterparts, This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together will constitute one and the same document. ‘The delivery of counterpart signatures to this Amendment by facsimile transmission or electronic mail will have the same force and effect as the delivery of a signed original hard copy, [The signature page follows.)IN WITNESS WHEREOF, the City and TreeFolks have executed this Amendment on the date first set forth above to be effective as of November 1, 2007 (the “Effective Date”). APPROVED AS TO.EORM: Date: ZL eC th, Assistant City Attomey THE CITY: CITY OF AUSTIN, a Texas home- rule municipal corporation By: Maunaune Paes Lauraine Rizer, OffiGr Office of Real Estate Services ‘TREEFOLKS: TREEFOLKS, INC., a Texas non- profit corporation py:_C Zone April Rose, Executive DirectorEXHIBIT A Insurance Requirements Section1 From the Hffective Date unti the expiration of the Tertn or eatlier termination of the Lease, Tree Folks shall carry insurance in the following types and amounts: 1.1 Commercial General Liability Coverage with a minimum bodily injury and property damage pet occurrence limit of $500,000 for coverages A & B. ‘The policy shall contain the following provisions and endorsements in favor of the City: itd Blanket Contractual liability coverage for liability assumed under the Lease; 142 Products and completed opetations coverages 443 Independent contractors coverage: 14 Personal and Advertising injury coverages 145 ‘Additional Insured endorsement (Form CG 2010); 146 Waiver of Subrogation endorsement (Form CG 2404); and a7 30-Day Notice of Cancellation endorsement (Form CG 0205). 1.2 Business Automobile Liability Insurance for all owned, non-owned and hired vehicles with a limit of $500,000 per occurrence for bodily injury and property damage liability. ‘The policy shall contain the following endorsements in favor of the City 424 Additional Insured endorsement (Form TE 9901B); 122 Waiver of Subrogation endorsement (Form TE 2046A); and 1.23 30-Day Notice of Cancellation endorsement (Form TE. 0202A). 13 Ditectors and Officers Insuzance with a minimum of not less than $1,000,000 per claim shall be in place for protection from claims arising out of negligent acts, etrors or omissions for directors and officers while acting in theit capacities as such. If coverage is underwritten on a clims-made basis, the retroactive date shall be coincident with or prior to the date of the Lease and the certificate of insurance shall state that the coverage is claims made and the retroactive date, The coverage shall be continuous for the duration of the Lease and for not less than twenty-four (24) ‘months following the end of the Lease. Coverage, including renewals, shall have the same retroactive date as the original policy applicable to the Lease, ‘Tree Folks shall, con at least an annual basis, provide the City with a cestificate of insurance as evidence of such insurance Section2 From the Effective Date until the expiration of the Term of eatlicr termination of the Lease, Tree Folks shall cause any contractor or subcontractor constructing improvements to the Property to carry insurance in the following types and amounts: Insurance Requirements Page 124 Employers Liability and Workers’ Compensation Insurance. Minimum policy limits for Employers’ Liability shall be $100,000 bodily injury each accident, $500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each employee, Workers’ Compensation coverage shall be consistent with statutory benefits described in the ‘Texas Workers’ Compensation Act, Section 401. Coverage shall apply to the State of Texas. ‘The policy shall contain the following endorsements in favor of the City’ 24d Waiver of Subrogation (Form WC 420304); and 242 30-Day Notice of Cancellation (Form WC 420601). 22 — Commercial General Liability Coverage with a minimum bodily injury and property damage pet occurrence limit of $500,000 for coverages A & B. ‘The policy shall contain the following provisions and endorsements in favot of the City 224 Blanket Contzactual liability coverage for liability assumed under the conttact with the contractor or subcontractor in question; 222 Produets and completed operations coverage; 223 Independent contractors coverages 224 Personal and Advertising injury coverages 228 Additional Insured endorsement (Form CG 2010); 226 Waiver of Subrogation endorsement (Foti CG 2404); and 2.2.7 30-Day Notice of Cancellation endorsement (Form CG 0205), 23 Business Automobile Liability Insurance for all owned, non-owned and hired vehicles with a limit of $500,000 per occurrence for bodily injury and property damage lability. ‘The policy shall contain the following endorsements in favor of the 234 Additional Insured endorsement (Form TE 9901B); 232 Waiver of Subrogation endorsement (Form TH 2046A); and 233 30-Day Notice of Cancellation endorsement (Form TE 0202A). 24 Builders’ Risk Insurance on an all sik physical loss form in the amount of the ‘maximum contractor amount for any improvements made to the Property. Coverage shall commence upon the date any work with respect to such improvements begins and shall continue until the work is complete and a final certificate of occupancy is issued with tespect to the improvements, ‘The City shall bbe a mortgagee/loss payee on the policy. If offsite storage is permitted with respect to the work, coverage shall include transit and storage in an amount sufficient to protect any property being transported or stored. Section3 ‘Tree Folks shall provide the City at least thirty (30) calendar days written notice of erosion of the aggregate limit below the mininyum required combined single limit of coverage. Section 4 ‘Tree Folks shall not acquite any property or commence work under the Lease until it has obtained all required insurance and until the Risk Management Division of the City has reviewed and approved such insurance coverage. Ingurance Requirements - Page 2Section § All insurance required to be obtained under this Exhibit_A must be written by a company licensed to do business in the State of Texas at the time the policy is issued, and the company must be rated by A.M. Best at B+ VII of better and reasonably acceptable to the Ci Employers Liability and Workers? Compensation Insurance policies written by the Texas Workers Compensation Fund are acceptable. Section 6 All endorsements, waivers, notices of cancellation, notices of non-renewal or any other endorsements as well as the Certificate of Insurance shall: 6.1 Name the City at the following notice address: City of Austin, Texas Attn: Lauraine Rizer, Office of Real Estate Services P.O. Box 1088 Austin, Texas 78767-1088 62 Obligate the insurance company to notify in writing the City at its notice address of any non-renewal, cancellation or matesial change to the policy, at least thirty (30) calendar days before the change or cancellation, Section? ‘The "other" insurance clause shall not apply to the City whete the City is an additional insured shown on the policy. It is intended that the policies required in the Lease shall be considered primary coverage. Scetion8 Tree Folks shall not cause any insurance to be canceled not permit any insurance to lapse duting the term of the Lease or the twenty-four month petiod following completion, in the case of a claims-made policy. Section ‘The City reserves the tight to review the insurance requirements described in this Exhibit A during the Term and to make reasonable adjustments to insurance coverages, and theit limits, when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history or financial condition of the insurance company ot ‘Tree Folks. Section 10 ‘Ihe City shall be entitled, upon request, and without expense to the City, to receive copies of the requisite insurance policies and sll endorsements thereto and to make any reasonable requests for deletion of revision or modification of patticulas policy terms, conditions, limitations, of exclusions (except where policy provisions are established by law or zegulation binding upon cither of the parties hereto or the underwriter on any of such policies). Section it Nothing in this Exhibit A will be deemed to authorize Tice Folks to make any improvements or modifications to the Propesty that are not expressly permitted under the Lease. Insurance Requirements - Page 3Resolution of Corporate Authority BEIT RESOLVED, that April Thomas Rose, Executive Director of Tree Folks, Ine,, is empowered to sign any and all documents on behalf of said Corporation, Certification 1, April Thomas Rose as Executive Direotor of Tree Folks, Inc., certify that the foregoing, is a true and accurate transcript of a Resolution adopted at the f1Pr'!_ 14, 210 (date) Board meeting. Corporation is duly organized and existing under the laws of the State of ‘Texas, ‘The Corporation’s Board of Directors adopted the Resolution, which is contained in Corporation’s minute book, at a duly authorized board meeting. A quorum of Corporation’s Board of Directors was present at the entire board meeting and all actions taken at the meeting complied with Corporation's charter and by-laws. The Resolution has not been amended or revoked on the date signed below, and remains in full force and effect. (Signed Name) _ La ety Ls _. Printed Name) Tree fa pes “= (Title)ACKNOWLEDGMENT STATE OF TEXAS — § COUNTY OF TRAVIS § peforeme, Avani, Tawell Glebe ne undersigned Notary Publis ofthe State of Texas, on this day personally appeared [April Ros ¢ , Tehoose one] pe {known to me or proved tome through 1433284 (pum, to be the person ‘whose name is subscribed to the foregoing instrument and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed. rN . Given under my hand and sel of ofie this 21 day of __fopvi | _,a.0.2011, [SEAL] A ill. Wodeook tate of Texas: ‘Notary Public, ‘AINWOA DME GU Aetery ibe, Sata ones My Commission Expires ‘pil 17, 2013GUNMOEOOMT ‘ont MEMORANDUM OF LEASE Effective Date: November 1, 2007 Lessor: City of Austin, Texas, a Texas home-rule municipal corporation situated Hays, Travis and Williamson Counties, Texas, acting through its duly authorized City Manager, or designee, who for purposes of this document is Lauraine Rizer, Officer of the Office of Real Estate Services. 5 Lessee: TreeFolks, Inc., a Texas non-profit corporation Pursuant to that certain Lease Between Tree Folks, Inc. and the City of Austin Water and Wastewater Uiility, dated effective as of November 1, 2002, as amended by that certain First ‘Amendment (0 Lease, dated effective November 1, 2007, (as amended and as may be further amended from time to time, the “Lease”), Lessor leased to Lessee and Lessee leased from Lessor approximately 1.00 acre of Iand (and the improvements located thercon) out of the Reuben Hornsby Survey No. 17 in Travis County, Texas, locally known as 10803 Platt Lane, Austin, ‘Texas 78725, as described in the General Warranty Deed to the City of Austin, recorded in Document Number 2000002628, Official Public Records, Travis County, Texas, and as more particularly described on Exhibit “A” attached hereto, The term of the Lease expires November 1, 2027. LESSOR: CITY OF AUSTIN, TEXAS By: Lautraine Rizer, Offi Office of Real Estate Services LESSER: ‘TREEFOLKS, INC. By: pws (Ca ‘April Rose: Executive DirectorApproved “Each Assistant City Attomey pate: fo/it {201 STATE OF TEXAS § COUNTY OF TRAVIS § Before me Anwnda owile Glasscock, Notary Public, on this day personally appeared Lauraine Rizet, Officer, Office of Real Estate Services of the City of Austin, Texas, a ‘Texas home-rule municipal corporation, known to me personally to be the person whose name is subsoribed to the foregoing instrument and acknowledged that she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on October_[&_, 2011. WOR ww eusec etary bis Sat fos ‘Commission spies April 17, 2015" STATE OF TEXAS § 2 COUNTY OF TRAVIS § Before me Niu Dine Hise , Notary Public, on this day personally appeared April Rose, Executive Director of Treefolks, Inc., a Texas non-profit corporation, known to me through valid identification to be the person whose name is subscribed to the foregoing instrument and acknowledged that she executed the same for the purposes and consideration therein expressed. 5 Given under my hand and seal of office on October_2 __, 2011. yg TINA DIANNE HAWKINS _[/ Notary Public, State of Texas Notary Publ, Stateot Texas Ci) "hay Commission Espira: | hi Getober 31,2012" |}EXHIBIT A ail CITY OF AUSTIN 1.00 Acre DESCRIPTION DESCRIPTION OF 1.00 ACRE OF LAND OUT OF THE REUBEN HORNSBY SURVEY NO. 17 IN TRAVIS COUNTY, TEXAS, SAME BEING ALL OF THAT CERTAIN TRACT DESCRIBED IN A DEED TO JOHN S. PLATT AND JACKIE PLATT OF RECORD IN VOLUME 3754 PAGE 1462, DEED RECORDS, TRAVIS COUNTY, TEXAS, SAME BEING ALL OF LOT A, PLATT ADDITION, A SUBDIVISION OF RECORD IN BOOK .69, PAGE 26, PLAT RECORDS, TRAVIS COUNTY, TEXAS, AND ALL OF THE FOUR FOOT STRIP DEDICATED FOR STREET WIDENING IN SAID PLATT ADDITION; SAID 1.00 ACRE OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2" iron rod found at the southwest comer of this tract, of said Platt tract, and of said Lot A, same being the southeast comer of that certain tract described in a deed to Lillie Ann Rhodes, of record in Volume 9776, Page 72, Real Property. Records, Travis County, Texas, same being in the north line of that certain tract described in a deed to Ellen Kate Rhodes Amold, as Tract 7, of record in Volume 8645, Page 877, Real Property Records, Travis County, Texas; ‘THENCE, with the west line of this tract, of said Platt tract, and of said Lot A, same being the east line of said Rhodes tract, N27°31'37"E 205.09 feet to a 1/2" iron rod found at the northwest comer of said Lot A and the southwest corer of said street widening strip, and continuing with the west line of said street widening strip, N25°4209"E 4.00 feet to the northwest comer of this tract and of said Platt tract, same being the northeast corner of said Rhodes tract, same being in the irregular south line of Platt Lane; THENCE, with the north line of this tract, of said Platt tract, and of said street widening strip, same being the previous south line of said Platt Lane, $62°28'40"E 209.06 feet to a 1/2" iron rod found at the northeast comer of this tract, of said Platt tract, and of said street widening strip, same being a northwest corner of said Amold Tract 7;1.00 Acre Page 2 ‘THENCE, with the east line of this tract, of said Platt tract, and of said street widening strip, same being in the irregular north line of said Amold Tract 7, $25°04'26"W 3.89 feet {0 a 1/2" iron rod found at the southeast comer of said street widening strip and the northeast comer of said Lot A, and continuing with the east line of said Lot A, 827°31'37" W 205.16 feet to a 1/2" iron rod sot at the southeast corner of this tract, of said Platt tract, and of said Lot A; THENCE, with the south line of this tract, of said Platt tract, and of said Lot A, same being the north line of said Amold Tract 7, N62°29'26"W 209.10 feet to the POINT OF BEGINNING and containing 1.00 acre within these metes and bounds, A 0.019 of one acre portion of the above described 1,00 of one acre tract is within the four foot strip dedicated for street widening in said Platt Addition SURVEYED BY: MeGRAY & McGRAY LAND SURVEYORS, INC. 3301 Hancock Drive, Suite 6 Austin, Texas 78731 512/451-8591 Note: This copy of this deseription snot valid unless an original original seal appears on its face. "There isa plat to accompany this deecription.De9B104P Bearing Basis: GPS Observation NAD83(93)HARN Texas State Plane Coordinate System, Central Zone Austin Grid: P19 TCAD #: 30731 0311AFTER RECORDING, RETURN TO CITY OF AUSTIN PICK UP BOX: (512) 974-7090 Attn: Amanda Glasscock FILED AND RECORDED Office of Real Estate Services OFFICIAL PUBLIC RECORDS P.O. Box 1088 Muara lynn Cifsanror, bet 2@, Zeit 11:32 AM 2011153500 ee bana eBesuvoir, County Clerk 16 County TEXAS Travl