LEASE AGREEMENT ‘THE STATE OF TEXAS COUNTY OF TRAVIS his lease and agreement by and between the City of Austin, Texas, hereinafter called "Lessor" and the Planned Parenthood Center of Austin, here- inafter called "Lessee," WITNESSETH: Lessor, for and in consideration of the rental terms and conditions set forth below has and by these presents does demise, lease, and let unto the Lessee all that certain real estate, property, premises and inprovenents situated in the County of Travis, State of Texas, and more particularly described as follows: SEE ATTAGHED EXIIBIT "A" | TO HAVE AND TO HOLD, said premises during the full term of this lease, subject however, to the following conditions, to-wit: [ 1 | ‘The term of this lease shall be for ten (10) years from July 1, 1972, to June 30, 1982, subject to earlier termination as hereinafter set forth. Such lease period shall not be extended unless the City Council approves of such an extension prior to the expiration of the original tern | of the lease. Any such extension shall be only for such period as may Ue expressly granted by the City Council.ot As rental for said premises, Lessee agrees and obligates himself to pay to Lessor the sum of One Dollar ($1.00) per annum in advance, the receipt of which is hereby acknowledged for the year commencing July 1, 1972. mt. Lessee may use the leased premises solely for the purposes of opera- ting a planned parenthood center, not for profit. Any use of such prenises for any other purpose whatsoever or any failure to comply with any provision of this lease, either during its original term of any extension thereof, shall authorize termination, at Lessor's option, as hereinafter provided. Lessee may assign or sublet this lease in whole or in part, only for such purpose, ‘but any such assignment shall not relieve or release Lessee of any obligations hereunder, unless such release is agreed to in writing by Lessor. Ww. Except as expressly provided herein, Lessee shall and will make all necessary and needed repairs to said building and prenises during the term of this lease at its own expense and free of all outlays to the Lessor. In case the within demised premises or any part thereof shall during the term of the lease be totally destroyed or damaged or be partly destroyed or danaged by fire, flood, stom, or inevitable accident, or any other element, so that the sane shall be thereby rendered unfit for use and habitation by Lessee, then Lessor shall have the right either to rebuild or repair the leased prenises at the cost of Lessor or to terminate this lease. Lessor will, hovever, renove| transformers presently located on the premises. j |v. Lessee is to pay for all utility services on the leased prenises including electricity, water, sewer and gas. vt. ‘This lease and agreement shall inure to the benefit of and be binding upon the assigns, successors, heirs and legal representatives of the parties respectively. However, the Lessee may assign or sublet this lease as provided in Paragraph IIT. vir. Any written notice, demand, request, bill or payment required or authorized by this agreement shall be deemed properly delivered or mde to Lessor if mailed to the City Manager, City Hall, Austin, Texas, and shall be dened properly delivered or made to Lessee if mailed to Lessee at the leased premises or at any Austin office of the Office of Economic Opportunity, or of the Department of Health, Education and Welfare. vil. Lessee will, at Lessee's own cost and expense, maintain and keep said premises in good condition and good state of repair, replacing and repairing all broken or danaged glass, fittings and fixtures of said premises and not to permit or allow the walls, ceilings or floor of said premises to be marred; not to pemit or allow any waste or danage to be committed on any portion of said premises; and to fully indemnify Lessor for any and all dam- age done to said demised premises by Lessee, his successors or assigns; and upon termination of this lease, by lapse of time or othemise, to surrender and yield to Lessor immediate peaceful possession thereof, together with alladditions and inprovenents thereto, to surrender and turn over to Lessor all keys to said premises, and deliver possession of said premises in as good condition as received, ordinary wear and tear excepted. 1X Lessee will not occupy or use, nor pemmit any portion of the prenises denised hereunder to be occupied or used in any manner which is unlawful in part or in whole or deened to be disreputable in any nanner, or extra hazardous on account of fire. Lessee will maintain said premises in a clean and healthful condition; and comply with all laws, ordinances, orders, rules, and regulations (state, federal, mmicipal, and other agencies or bodies having any jurisdiction thereof) with reference to use, conditions, ‘or occupancy of premises. Lb Lessee will indemnify and save harmless Lessor of and from all suits, claims, demands, and actions of any kind by reason of any breach, violation, or non-perfomnance of any condition hereof on part of Lessee; and Lessee is familiar with said premises, acknowledges that sane are received by hin in a good state of repair, accepted in condition in which they are now, subject to removal of transformers by Lessor, as provided in Paragraph IV above, and that Lessor shall not be liable to Lessee, or Lessee's successors or assigns, for any danage to persons or property due to condition, design, or defect in the building or its mechanical systens which may exist or occur, and Lessee accepts said premises as suitable for the purposes for which sane are leased and assumes all risks or damage to persons or property. In this regard, Lessee shall maintain in effect, atall times, a policy of public liability insurance, in form subject to approval of the City Attorney, with limits not less than $25,000 per persan/$50,000 per accident, naming Lessor as an additional naned insured. A certificate evidencing such policy, providing for fifteen-day notice of cancellation to Lessor, shall remain on file with the City Clerk. xi. Lessee will permit Lessor, its officers, agents, employees and representatives the right to enter into and upon any and all parts of premises, at all reasonable hours to inspect same. This provision shall not constitute a waiver by Lessor of any right of inspection which it, or other governmental agency, may have in the exercise of regulatory authority over any operations on such premises. xt. Lessee shall make no structural alterations to said premises, nor install or remove any permanent fixtures, walls or appurtenances without written consent from Lessor's City Manager. However, Lessee nay make the necessary electrical and plunbing installations and alterations to comply with applicable laws and regulations. No such work of any kind shall be done on such premises without adherence to all applicable lavs, ordinances and regulations and in accordance with plans approved by Lessor's City Manager. | Such alterations, physical additions, or inprovements when made to premises by Lessee shall at once become the property of Lessor.and shall be surrendered to Lessor upon termination in any manner of this lease, but this clause shall not apply to movable fixtures or furniture of Lessee.xr. Violation of any provision of this lease shall render same subject to termination by Lessor. Should Lessee, his successors or assigns violate any provision hereof, Lessor, acting through its City Manager, may give Lessee written notice of such violation and Lessee shall have fifteen (15) days after receipt of such notice to correct sane. Failure to correct such violation within such fifteen-day period or any other violation of any provision of this lease, occurring after such notice, whether such second violation be similar or not to the violation which was the subject of such notice, shall cause this lease, or any extension hereof, to immediately ter- | inate and Lessee, its successors and assigns, shall surrender the premises to lessor. Upon such termination, as determined by the City Council, so ong as such determination is not arbitrary and capricious, Lessor may re-enter such premises and take possession of sane without liability therefor. Forbearance in the exercise of any notice or right hereunder shall not con- stitute any fom of waiver, consent or estoppel on the part of Lessor. xiv. ‘This lease may be terminated by the City Council of the City of Austin upon a determination by the City Council that the denised premises are needed for a public purpose or if the premises or improverents thereon are disposed of by Lessor. Termination under the provisions of this para- graph shall not be effected until Lessor gives Lessee at least one hundred twenty (120) days' notice of such termination.wv. hereto. ALL negotiations and oral agreenents acceptable to both parties are h ‘This lease and agreenent is the only agreenent between the parties | i | included herein, and the provisions hereof and the covenants and agreements | of the respective parties hereunder shall not be changed, modified, abrogated or superseded by any subsequent agreenent unless it be in writing. EXEGUTED this the 4” day of __ Cemomare _, 1972. CIvY OF AUSTIN - LESSOR » Yuya — an : on stating City Nanager ' 1 | | ATTEST: sc Pasha ty Clerk SCS PLANNED PARENTHOOD CENTER OF AUSTIN - LESSEE| THE STATE OF TEXAS i h a "cowry oF Travis t BEFORE ME, the undersigned authority, a Notary Public in and for; | said County and State, on this day personally appeared Dan H. Davidson, knovn | | to me to be the person whose nane is subscribed to the foregoing instrument | | as coop City Manager of the City of Austin, Texas, a mmicipal corporation, | | and acknowledged to me that he executed the Same in’such capacity as the act’: | and deed of said City of Austin for the purposes and consideration therein expressed. i GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _§ :t7f, day of katehra, . wn. lant Dp: j eat fe. ab.” tary Pubic im and Fordtravis, \ County, Texas ‘THE STATE OF TEXAS t i | COUNTY OF TRAVIS x ! BEFORE ME, the undersigned authority, a Notary Public in and for said! County and State, on this day personally appeared foun to me to be the person whose nane is subscribed to the Toregommg instrument as of Planned Parenthood Center of Austin and acknowledged tome that he executed the sane in such capacity jas the act and deed cf said Planned Parenthood Center, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 1 | day of » 1972. , | Ae fs got i jotaty FBLC in and FOr Travis County, Texas i WR: sh |Lease EXHIBIT "A" ‘The City of Austin co Planned Parenthood Center of Austin EIBLD NOTES FIELD NOTES FOR 0.35 OF ONE ACRE OF LAND, SAME BEING OUT OF AND A PART OF THE REMAINING PORTIONS OF LOTS 31 AND 32 AND THE EAST FORTY-THREE (43.00) FEET OF LOT 30, MORSE & SMITH RESUSDIVISION, A SUBDIVISION IN THE CITY OF AUSTIN, TRAVIS COUNTY, TEXAS, OF RECORD IN BOOK 3 AT PAGE 56 OF ‘THE PLAT RECORDS OF TRAVIS COUNTY, TEXAS, WHICH LOTS 32 AND 32 AND EAST FORTY-TUREE (43.00) FEET OF LOT 30, ‘TOGETHER WITH OTHER PROPERTY, WERE CONVEYED TO THE CITY OF AUSTIN, A MUNICTPAL CORPORATION, BY THE FOLLOWING ‘THO (2) WARRANTY DEEDS: (1) DATED JANUARY 27, 1930, OF RECORD IN VOLUME 446 AT PAGE 480 OF THE DEED RECORDS OF ‘TRAVIS COUNTY, TEKAS; (2). DATED MAY 27, 1943, OF RECORD IN VOLUME 721 AT PAGE 32 OF THE DEED RECORDS OF TRAVIS COUNTY, TEXAS; SAID 0.35 OF ONE ACRE OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at the southeast corner of the herein described tract of land, same being the intersection of the south line of said Lot 32, same being the north Line of an alley twenty (20.00) feet in width that lies adjacent to said Lote 30 through 32, with the proposed west line of Chicon Street, sane being a line ten (10.00) feet west of and parallel to the present west line of Chicon Street, and which point of beginning is in the south line of said City of Austin tract of land; ‘TMENCE, with the south Lines of said Lots 30 through 32, same being said north Line of an alley tventy (20.00) feet in width, N 67° 06' W 133.00 feet to the southwest corner of said City of Austin tract of land, same being the southwest corner of the herein described tract of lands THENCE, with the west line of said City of Austin tract of land, 229 44! B 114.20 feet to the northwest corner of the herein described trace of land, sane being a point in the south line of East 7th Street;‘THENCE, with said south line of Hast 7th Street, $ 67° 22" B 133.00 feet to the northeast corner of the herein described tract of land, sane being ‘a point in the aforesaid proposed west line of Chicon Street; ‘THENCE, with said proposed west line of Chicon Street, S 22° 43' W 114,83 feet to the point of beginning. 7 FIELD NOTES: Willan 0, Sehramn armeovgos 925-71 ys a eee BK pthn Bpionlite Fig 3187, Pg. 21 S. Reuben Rountree, Jr., P.B. Director of Public Works References FF-356 eite202 Baa 3765 R-34 (Bearing Basis) etAMENDMENT TO LEASE AGREEMENT ‘THIS AMENDMENT TO LEASE (this "“dmendinen’ is made tis 6PM ay of February, 2019 (the "Effective Date") between the CITY OF AUSTIN, a home rule municipal corporation located in Hays, Travis and Williamson Counties, State of Texas (the "City") SANPLANNED PARENTHOOD OF GREATER TEXAS, 2 Texas non-profit corporation ("Planned Parenthood"). RECITALS. WHEREAS, the City and Planned Parenthood are parties to that certain Lease Agreement effective July 1, 1972, as amended by that certain Lease Amendment dated December 9, 1981, as amended by that certain letter agreement dated June 2, 1994, and as amended by that certain Amendment to Lease Agreement dated January 25, 2011, under which the City leasesto Planned Parenthood the real property and improvements located at 1823 East 7'Street, Austin, Texas (the "Property" and WHEREAS, the City and Planned Parenthood desire to extend the term of the Lease Agreement and make certain other modifications as provided in this Amendment (the original Lease Agreement, the prior amendments, and this Amendment being hereafter roferred to as the "Lease" NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements of the City and Planned Parenthood set forth in this Amendment, and for ‘other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Planned Parenthood agree as follows. AGREEMENT |. Term. The term of the Lease is hereby extended fora period of twenty (20) years from the Effective Date, commencing on the Effective Date and terminating on the date that is twenty (20) years after the Effective Date unless terminated carlier pursuant to the termns of the Lease (the "Mnitial Term"), Planned Parenthood shall have the right to renew the Lease for one additiowial twenty (20) year period (the "Renewal Term", and together with the Initial Term, the "Term”) by notifying the City in writing of Planned Parenthood's election to exercise its renewal right no earlier than one hundred twenty (120) days and no later than ninety (90) days before the expiration of the Initial Term (the "Election Period’). If Planned Parenthood timely elects to renew the Lease, then during the thirty (30) day period preceding the expiration of the Initial Term, the City and Planned Parenthood will negotiate in good faith to agree upon any modifications to the terms and conditions of the Lease that will apply during the Renewal Term. If the City and Planned Parenthood are tunable to agree on such terms and conditions during the thirty (30) day period described above, the Lease will terminate automatically upon the expiration of the Initial Term, Planned Parenthood will not have the right to renew the Lease if Planned Parenthood is in default under the Lease during the Election Period. 2, Insurance. During the Term, Planned Parenthood must obtain and maintain the insurance described on Exhibit A attached to this Amendment and incorporated herein by reference, Paget3. Notice. Any notice required or permitted under the 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 thechange in the manner provided in this Section 3. Notice addresses for the parties as of the Effective Date are as follows: If to the City: City of Austin, Office of Real Estate Services P.O. Box 1088 Austin, Texas 78767 Attn: Real Estate Officer With a copy to: City of Austin Law Department P.O. Box 1088 Austin, Texas 78767 ‘Attn: Land Use and Real Estate Ifto Planned Parenthood: Planned Parenthood of Greater Texas 201 East Ben WhiteBhd Building B Austin, Texas 78704 Attn: 4 sibility _for_Maint air, Tax, and Utility Obligations Planned Parenthood acknowledges that it is responsible, at its sole cost and expense, for all maintenance, repair, tax, and utility obligations and requirements relating to the Property during the Term. Planned Parenthood further acknowledges that the City does not and is not obligated to provide security services for the Property 5. Improvements. Planned Parenthood may not construct or modify any improvements on the Property without the City’s prior written approval, which approval will not be unreasonably withheld. 6. Rights Upon ‘Termination; Survival of Indemnification Obligations. Upon the expiration of the Term or the earlier termination of the Lease, neither Planned Parenthood nor the City shall have any further rights or obligations under the Lease except for those rights, and obligations which expressly survive the expiration or earlier termination of the Lease. Notwithstanding any other provision of the Lease or this Amendment, all indemnification tions of Planned Parenthood shall survive the expiration of the Term or earlier termination of the Lease. 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. Page 28. Performance Measures. As a condition of the Lease, Planned Parenthood agrees to track and report to the City annual quantifiable performance measures. Planned Parenthood shall report these measures to the Austin Department of Public Health for review and approval by that Department. ‘The measures to be reported shall include, but not be limited to, the following matters: 9, ‘Number of unduplicated patients; Number of Birth Control measures (includes Long-Acting Reversible Contraception (LARC’s); LARC Insertions (1UD's/Implants); ‘STD Tests/Treatment (Includes HIV Tests); HIV Tests Cervical Cancer Sereenings Clinical Breast Exams. Applicable Law. This Amendment and the Lease shall be given effect and construed by application of the law of Texas. Venue for any action relating to this ‘Amendment or the Lease shall be in Travis County, Texas (to the exclusion of all other venues), This Amendment and the Lease are performable in Travis County, Texas. 10. 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.] Page 3IN WITNESS WHEREOF, the City and Planned Parenthood have executed this Amendment, LANDLORD: CITY OF AUSTIN Date:_0Z-06 -Z014 Approved as to form By:. Name: Kent Smith Title: Assistant City Attorney Page 4Agreement: ‘Tenant: ExHirA Insurance Requirement Lease Agreement effective July 1, 1972 as amended y Planned Parenthood of Greater Texas Section1 Tenant, from the Effective Date until termination of the Agreement, shall casry insurance in the following types and amounts: 4 Commercial General Liability Coverage with a minimum bodily injury and property damage per occurrence limit of $500,000 for coverages A & B. ‘The policy shall contain the following provi as and endorsements in favor of the City: Blanket Contractual liability coverage for libility assumed undet this contract, Products and completed operations coverage; Independent contractors coverage; Personal and Advertising injury coverage; ‘Additional Insured endorsement (Form CG 2010), or equivalent ‘coverage; ‘Waiver of Subrogation endorsement (Form CG 2404), or equivalent coverage; and 30-Day Notice of Cancellation endorsement (Form CG 0205), ot equivalent coverage. 4.2 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 ‘daanage liability. The policy shall contain the following endorsements in favor of the City: 124 122 1.23 Additional Insured endorsement (Form CA 2048), ot equivalent coverage; Waiver of Subrogation endorsement (Fotm CA 0444), or equivalent coverage; and 30-Day Notice of Cancellation endorsement (Form CA 0244), of ‘equivalent coverage. Section2 ‘Tenant shall cause any contractor or subcontractor, but not a volunteer of Tenant, constructing improvements to the Premises, from the Date until issuance of the Completion Notice by the City of Austin with respect to the Premises, to cetry insurance in the following types and amounts: Insurance Requirement Revied 5/29/18 - Page?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: 24a Waiver of Subrogation (Form WC 420304), or equivalent coverage; and 212 30-Day Notice of Cancellation (Form WC 420601), ot equivalent coverage. 22 Commercial General Liability Coverage with a minimum bodily injury and property damage per occurrence limit of $500,000 for coverages A & B. ‘The policy shall contain the following provisions and endorsements in favor of the City: 221 Blanket Contractual lnbilty coverage for liability assumed under this contract, 222 Products and completed operations coverages 223 Independent contractors coverages 224 Personal and Advertising injury covera 228 Additional Insured endorsement (Form CG 2010), or equivalent coverage; 226 Waiver of Subrogation endorsement (Form CG 2404), or equivalent coverage; and. 227 30-Day Notice of Cancellation endorsement (Form CG 0205), oF equivalent coverage. 25 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 Citys 23 ‘Additional Insured endorsement (Form CA 2048), or equivalent coverage; 232 Waiver of Subrogation endorsement (Form CA 0444), ot equivalent coverage; and 233 0-Day Notice of Cancellation endorsement (Form CA 0244), or ‘equivalent coverage. 24 Builders’ Risk Insurance on an all isk physical loss form in the amount of the ‘maximum contractor amount for any improvements made to the Premises. Coverage shall commence upon the date any work with respect to such improvements begins and shall continue until the work is complete and a ‘Completion Notice is issued with respect to the improvements. ‘The City shall be a mortgagee/loss payee on the policy. If off-site storage is permitted with respect to TIngurance Requirement Revised 5/29/15 -Page 2the work, coverage shall include transit and storage in an amount sufficient to protect any property being transported or stored, Section 3 If the insurance policies are written for less than the amounts specified in Section 1 of these Insurance Requizements, Tenant shall carry umbrella or excess liability insurance for any differences in amounts specified. If excess liability insurance is provided, it must follow the form of the primary coverage. Section 4 Tenant shall provide City atleast thirty (30) calendar days written notice of erosion of the aggregate limit below the minimum required combined single limit of coverage. Section § Tenant shall not acquire any property or commence work under the Agreement unti it has obtained all required insurance and until the Risk Management Division of the City has reviewed such insurance coverage. Section 6 Insurance coverage must: (a) be written by companies licensed to do business in the State of Texas at the time the policy is issued, and (b) with an A.M. Best rating of B+VI or better All endorsements, naming the City as additional insured, waivers, notices of cancellation, notices of non-renewal or any other endorsements as well as the Certificate of Insurance shall: 641 Name the City at the following notice address: City of Austin, Texas Office of Real Estate Services ‘Attn: Property Management 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-tenewal, cancellation or material change to the policy, at least thirty (30) calendar days before the change ot cancellation. Section 7 The "other" insurance clause shall not apply to City where City is an additional insured shown on the policy. It is intended that the policies required in the Agreement, covering both City, ‘Tenant, shall be considered primary coverage as applicable, Section 8 Tenant shall not cause any insurance to be canceled nor permit any insurance to lapse uring the term of the Agreement of the twenty-four month period following completion, in the case of a claims-made policy. Section9 City reserves the right to review this Insurance Requirement during the effective period of the Agreement and to make reasonable adjustments to insurance coverages, and theit limits, when deemed necessary and prudent by City based upon changes in statutory law, court decisions, or the ‘chims history of the industry or financial condition of the insurance company, as well as that of Tenant. Section 10 City shall be entitled, upon request, and without expense to City, to receive copies of the ‘requisite insurance policies and all endorsements thereto and may make any reasonable requests for deletion of revision or modification of particular policy terms, conditions, limitations, ot exclusions. Insurance Requirement Revised §/29/15 -Page 3(Except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter on any of such policies). Section 11 Actual losses, deductibles and self insured retentions stated in policies, if any, which are not covered by insurance as required by this Insurance Requirement, are not allowable costs under the Agreement. Tne Reguieents oe Towwrance Requirement Revise! 5/29/15 - Page 4Resolution of Corporate Authority BE IT RESOLVED. thar Sacbeue M. South Lets ita ah thse Lavo (title: name. and title} ab Divgeters al Treetalks ‘corporate namet °s hereby auth to sign any and all documents on behalf of said Corporation Certification uth tame} a8 Syaideutal theBumedl of Directucsittes kis jcorporate name} ("Company” |, sertity that is a true and accurate transcript of a Resolution adopted at the seataacker [h.200.22_.. idatel Board meeting Company is a corporation duly orfanized and eXisting under the laws of the Stare of _ 7?Xa#S_.. .. The Company's Board of Direczors adopted the Resolution, which is contained in Company's minute 200K, at a July authorized board meeting. A quorum of Company's Board of Directors was present it the antire board meeting and all actions :aken at rhe meeting complied -vith Company charter end by-laws The Resolution has vot been amended or revoked on the date signet! Selow and -ematns in tuil force and eter. Signed on oct Yo HOR. > mes -Culeae At. Pb sinabonst ab the Baad at © Bu hGlgrs ACRSOWLEDOMEST St CR OF FN 49 COUNTY OF FRAKES ‘ Pere Arden ad Before oe {ngme) the undersigned Nowy Public of the Ste 9f Texas. ss das [choose one knawn to mer proved 10 me shrongh ULL BOUL —FFDL A be te person stoic sume is subse tothe foregoune inant (oot eknoelaln sr hl i ent he ee Purposes ind consideration therein expressed. wnceins A amor Dect. v0 09 meerans Nouity Public, Save or Texas (Given andor my msn cal [SEALTREEFOLKS seaeng he Heb Kates Thonih Te anne tnin wad ammanity Parmer We, the Board of Directors of TreeFolks, Inc. hereby authorize Carlene South, President of TreeFolks, Inc. to act as its representative agent and is hereby authorized to sign any and all documents on behalf of said Corporation in regards to the execution of the lease agreement between the corporation and the City of Austin, Dated (as an addendum to the 9/16/02 Board Meeting, per email vote) Mohan Rao Mary Ann Neely Betty Rogers Carlene South Bill Kirwin Bill Edelbrock Marcus Gore. Cecile Shopen Kathryn Cooksey “TreeFolks Board: Kathryn Cooksey Bill Bdetbrock, an Fulkersoa, Marcus Gore, David Kettle, bill Kirwan, Mary Ann Neely, ‘Da Pacate, Mohan Rao, Petty Rogers, Cecile Shopen, Caslene SohLease Between Tree Folks, Inc. and the City of Austin Water and Wastewater Utility “This lease (“Lease”) is between the Cty of Austin Water and Wastewater Uility (“Landlord”) and ‘Tree Folks, Inc. (“Tenant”). Landlon! leases to Tenant a house (“House”) located at. 10803 Platt Lane, Austin, ‘Texas 78725 (collectively called Property’). The Director of the Water and Wastewnwer Utility is dlesignated as the Landlord's agent (*Landlord’s Agent”) for purposes of administering this Lease 1. "Term. ‘the term for this Leas is 5 years beginning on November 1, 2002 and continuing vuntil terminated, The Tenant may terminate this agreement upon giving 90 days written notice to the Landlord. "The Landlord may terminate this agreement upon giving 90 days writen notice to Tenant, who iis vacate the Propery within 90 days of termination, ules a shoner Umeframe i ive fo termination cdue to events of default. 2. Rent, As consideration for the lease of the Property to Tensnt, Tenant agrees () to pay Gy an amount of $1.00 per annum, all payable in advance on the Commencement Date and not refundable; and (i) 0 Rehabilitate or wpair the House in accordance with the directions of the Austin Green Building Program. Tenant is responsible for all maintenance and upkeep during the ‘Term of the Lease, all of which is addtional consieration for this Lease, Funher, Tenant shall furnish and equip the House, maintain the House, and provide access to the House, all as additional consideration for this Lease 3. Biosolids Land Application, Tenant is aware of and accepts that biosolids land applications and associated odors will occur on adjacent Hornsby Bend Biosolids Management Plant (ilds ate dat appeaion rates nay vary fn tateind agronomic ates at oeeded for reseweh purpoets Tenant shall restrict access to these fields by their organization’s members and visitors during land. application periods. Tettant is aware of and accepts « 150-foot land application setback from the Pyoperty and House. 4. Furnishing House. ‘Tenant shall be responsible for furnishing and equipping the House for Tenant’s purposes; Cty has no obligation to furnish any equipment or furnishings for the Tenant, All personal property furnished by or om belulf of Tenant remains the property of Tenant unless specifically donated to Gty by writen instrument 5. City Access and ‘Tours. Specified portions of the Property and House must also be available during Public Hours for tours of the Property and the House, as determined in advance by Tenant and Gity of Austin Representatives. 6 ADA Accessibility. Tenant must ensure that the Property and House are in cumpliauce with the requirements of the Americans with Disabilities Act of 1990 and all other applicable federal, state or local laws or regulations, 7. Utilities, ‘Tenant shall pay in a timely manner, all charges for all wilty services to the Property, which include but are not limited to electrical, gas, telephone, and garbage. 8. Condition of Property. Tenant has cxamined and accepts the Property in its present condition, as is and as suitable for the purposes for which they are leased. Landlord's Agent has made no statements or represeutations to ‘Tenant regarding the condition or suitability of the Property for the purpose for which they re being leased and Tenant i relying on its own investigation of the Property.THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND ‘THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN ‘THIS LEASE, 9. Maintenance and Repairs, Venant must provide all maintenance and repair for property. At the termination of the ‘Lease the Tenant shall etum the Property in good onder and condition, normal wear and tear excepted Normal wear and tear is defined as deterioration, which occurs without negligence carclessness, accident, of abuse. 10, Alterations, All permanent alterations, additions, and improvements installed at ‘Tenant's expense become the property of the Landlord, reunin upon, and are surrendered with the Property at termination of the Lease, Temporary improvements, such as portable buildings, remain the Property of the Tenant and must be removed from the Property upon termination of this Lease. Any akeration to the Propeny, whether tempority or permanent, must be approved by the Landlord and the Austin Green Building Program. i Insurance, 11 General Requirements, Tenant shall cary insurmice in the types and amounts indicated below for the ‘Term of this Lease. Prior to the Commencement Date, ‘Tenant shall obtain the required insurance and provide Landlord's Agent with a Cerificate of Insurance as proof of coverage. If coverage period ends daring the Term of this Leise Agreement, Tenant must, pior to the end of the coverage period, forward a new Certificate of Insurance to Landlond's Agent as verification of continuing coverage {or the duration of this Lease Agreement. Approval of insurance by the City and the requited minimums dows aot relieve or decrease the lisbity or responsibilty of the ‘Tenant hereunder and mast not be construed to be a limitation of lability on the part of the Tenant. Insurance coverage must be written by companies licensed to do business in the State of Texas at the time the policy is issued and must be ‘written by companies with an AM, Best rating of B+VIT or better. All endorsements naming the City as additional insured, waivers, and notices of cancel endorsements as well as the Certificate of Insurance must indicate: Gity of Austin ‘Water Wastewater Utility Attention: Director P.O, Box 1088 Austin, Texas 78767-8838 Ics intended that policies required in this Lease covering Tenant (and the City as an additional insured), are considered to provide primary coverage as applicable; the “oahes” insurance clause must a0t apply to the Clty where the Citys an additional insured shown on any policy. If insurance policies are not writen for amounts specified below, ‘fenant shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Lisbilty Insurance is provided, it must follow the form of the primary coverage. City is entitled, upon request and without expense, 10 receive centfied copies of policies ancl endorsements thereto. City reserves the right to review the insurance requirements set forth during the elfective period of this Lease and to make reasonable adjustunents to ansurance coverage and limits when Aleemed necessary and prudent by City based pon changes in stattory lw, cour devons the ins history ofthe industry ot financial condition of the insurance company as wel as the Tenant. Tenant shall ‘aot cause or permit any insurance to lapse orto be canceled during the ‘Term of this Lease. ‘Tenant shall be responsible for payment of premiuins, deductibles and sclf-insared reemions, i any All deductibles or self-insured retentions must be disclosed on the Cestficae of Insurance.112 Specific Coverages. 11.2.1.Property Insurance, ‘The Tenant shall be responsible for providing property coverage for fumizre, equipment, machinery, goods or supplies which Vins may bring or obuin upon the ropes. 14.22, Commercial General Liability Insurance, The Policy sust coutain the following provisions: a) Blanket contractual liahility coverage for lability assumed under this Lease Agreement and all contracts relative to this Lease Agreement; b) Independent Contractors coverage; Gaylisted as an addtional insure, endorscment OG 2010, 4) ‘Thiry (0) Day Notice of Cancellation in favor of City, endorsement OG 0205; and. €) Waiver of Transfer of Recovery Against Others in favor of City, endorsement CG 2404, ‘Tenant shall provide coverages A and B under the standard Commercial General Liability policy with minimus limits as follows: A combined bodily injury and propeny damage limit of $1,000,000 per occurrence. 11.3 Gity’s Liability Insurance Tenant understands that Gty is sell-insurer and does not maintain commercial general lability insurance coverige 12, _ Indemnity. ‘Tenant must fully indemnify, save and hold harmless the Gity, its officers, employees, and agents against any and all liability, damage, loss, chims, demands and actions of any nature whatsoever on account of personal injuries (including, without limitation on the foregoing, premises defects, workers’ compensation and death claims), or property loss or damage of any kind whatsoever, which arise out of or are in any manner connected with, or are claimed to arise out of or he in any way connected with, the performance’ by Tenant of its obligations under this Lease Agreement or Tenant's use, operation or occupancy of the Property or House, Tenant shall at its own expense investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon and pay all charges of attomeys and all other costs and expenses of anty kind arising from any such lability, damage, loss, claims, demands, and actions. ‘This obligation survives termination of the Lease. 13, Compliance with Laws, Tenant must promptly conply with all applicable federal, stato, and local ordinances, regulations, and codes, including, without limitation, all ordinances ot regulations imposed by the Gity to correct, prevent, and abate nuisances or code violations in or connected with the Property or House duting this Lease, at Tenant's sole expease and ost. Further, ‘Tenant and "Tenant's agents, employees, and invicees must comply with any rules and regulstious governing vse of the Property required by the Landlord or Landlord's Agent. 14. Defaults. Upon 90 days prinr written notice to Tenant, the City Manager may, in addition to any ather remedy or right hereunder or by law, terminate this Lease upan occurrence af any of the following conditions ("Defaults"), if ‘‘enant has not cured the Defauk prior to termination: (1) Pailure to operate the Propeny for the purposes set forth in Section 4, except during periods necessary for repairs or renovation approved by the Landlord's ‘Agent in writing,2) Pailure to abate any nuisance specified in writing by the Landlord's Agent within a reasonable time specified in writing. ) Tenant's assignment of this Lease or sublening of the Property, or attempted assignment of subletting. (4) Failure to have in effect policies of contractor's insurance, lability insurance, and/or workers’ compensation insurance as required by the Ciry. (5) Failure to timely begin or complete routine maintenance and upkeep of the House. (©) Abandonment of the Property @) Failure of Tenant to correct any other breach in the performance or observance of any other covenant or consition of this Lease ‘Upon termination of this Lease, tile to the House automatically vests in the City, which may enter and assume possession, by summary proceedings, or by action at law ur in equity or by force or otherwise, ‘without being liable in trespass or for any damages, ‘The foregoing rights and remedies given to the City are, and will be deemed to be, cumulative of any other rights of the City under law, The exercise of any right rust wot be deewied tw be at election of rights, The failure of the Gy at any tine to excreise any tight or remedy does not operate as a waiver of is right to exercise such right or remedy at any other o future time. 15. Notice. Any written notices required or authorized by this Lease, must be in writing and sent to the address below, orto the latest address for notice which the mailing party has forthe recipient at the time of mailing. The notice wil be deemed delivered three days after itis deposited in the US. ma if properly addressed! to the receiving party at its address for notice, with postage prepaid, by certified mail, few receipt requested, or upun the date Use ative is reveive if delivered by hand, ws evidenced by a ‘written acknowledgment of receipt, If to Tenant: Name: Tree Folks, Inc Address 10803 Platt Lane, Austin,Texas 78725 Travis County Phone: 512-443-5323, 7 Fax: 512-443-3360 Carlene M. South Title President of the Board of ‘Tree Folks, Inc. Teto Citys ity of Austin Water and Wastewater Utility Asn: Chtis Lippe, Director Street 625 E. 106 St ‘Austin, Texas 78701 Travis County Phone: 512-972-0108 Fae 512-972-0111 16, Landlord/Tenant. Its agreed and understood that the parties intend and do create a landlorel/tenant relationship, and this Lease muss. he eonstmied conchisively im favor of that reltionship. ‘Nothing herein may be deemed or construed by the patties hereto, nor by any third party, as creating the relationship of principal and agent ot of partnership or of joint venture between the parties hereto, No acts of the parties hereto, may be deemed to create any relatiouship betwen the parties bervia other than dt of Landlord and Tenant. 17, Amendments. No changes or modifications w this Lease may be made, nor any provision waived, unless in writing signed by a duly authorized representative of each party. Thi Tease supersedes all previous agreements between the partes,18. Inspection, Tenant will permit Landlord, its officers, agents, employees and representatives the right to enter into and upon any and all parts of Property, at all reasonable hours to inspect same, This provision isin addition to any right that the Cty of Austin may have inthe exercise of ts regulatory authenity over any nperasinns en the Property. 1, Condemnation. If any patt of the Property is coudeanned by a goveruneutal entity, or conveyed in lieu of condemnation, so that such condemnation or conveyance tenders ‘Tenant's use of the Property impossible, then this Tease will terminate. TF there is a condemnation or purchase in liew of condemnation and this Lease is not terminated, Landlord will restore the Property and may adjust the rent payable during the unexpired term as may be reasonable and fair. ‘Tenant has no claim to the condemnation award or proceeds in leu of condemnation. 20. Taxes. ‘This Lease is made and accepted subject to all ad valorem taxes that may bbe levied and assessed on the Property, the House and/or its furnishings and contents curing this Lease, the timely payment of which is hereby assumed by Tenant. Further, Tenant covenants to timely pay all sales (aes, all license fees, and other related fees required to operate Teinant’s business ou the Property. Additionally, ‘Tenant covenants to timely pay payroll taxes, Medicare taxes, FICA taxes, ‘unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication, 15, a5 it may be amended. ‘Tenant must provide proof of payment of these taxes to the Landlord's Agent within 30 days after his/her written sequest therefor, Failure to pay or provide proof of payment is grounds for inuuediate termination of this Lease, 21, Miscellaneous, A. Dispute Resolution If a dispute arses uetween Lancllord nnd Tenant he tien agree to attempt to resolve the dispute by negotiating in good faith. If the dispute is not resolved through negotation, the pans agree to submit in good fai to medaion before lig a st lor daneqe, Ea party will py for one-tulf of the cost of mediation, unlese the partes agree otherwise. B. —_Holdover. If ‘Tenant does not vacate the Property following termination of this ‘Lease, Tenant is a tenant ac will and must vacate the Property ou receipt of notive frum the Cry Manager. No holding over by Tenant, whether with or without the consent of Landlord, will extend the term. C._ Attomeys’ Pees. If either party retains an attomey wo enforce this Lease, the prevailing party is entitled to recover reasonable attorneys fees, 1D, WaiversIt is not a waiver of default if the non-defaulting party fails to declare immedinelya dean or dels in aking any ation, Psst of any remit forth in ths Lete does aot preclude pursuit of other remedies in this Tease or prowided by law. Tandlord and ‘Tenant have a duty to mitigate damages. E. Covenants, Tenants covenant to pay rent and Landlord's covenants are independent of each other. Except as otherwise provided, ‘Tenant shall not be entitled to abate rent for any reason, F, Nuisance. Tenant must not occupy or use, nor permit any portion of the Propesty tw be vccupied or used ia any manner which is unlawful in part ori whole, which wall erate a nuisance, or which is extra hazardous. Tenant must maintitin the Property ina clean and healthful conditien, If Tenant fails to reasonably maintain the Property ina clean and healthful condition, it is grounds for termination of the Lease,COPY G. Tenant's Acknowledgment. By Tenant's execution hereof, Tenant acknowledges that ‘Tenant has read this Lease and understands that this Lease is not binding on the City until properly authorized hy the Director of the Austin Water Utility, H, _Nondiserimination. Tenant must not on the grounds of handicap, sex, race, color, Qf national original, discriminate or permit diserimination against any person oF groups of persons in any manner City hereby reserves the right to take such action as the United States Government may direct to enforce thig covenant, 1, No Debts. Tenant will incur no debts or obligations on the credit of the City of Austin, J. Captions. The captions employed in this Lease are for convenience only and do not in ‘any way limit or amplify the terms or provisions hereof, K. Interpretation. This Lease will be interpreted according to the Texas laws which ‘govern the interpretation of contracts. Venue lies in Travis County, Texas, where this Lease was entered into and will be performed. L, Invalidity. If any clause or provision of this Lease i illegal, invalid or unenforceable tunder present or future law effective during this Lease Agreement, then and in that event, the remainder oft ‘Lease ts not affected thereby. And in lieu of each such clause or provision, a clause or provision as similar in terms to such illegal, invalid, oF unenforceable clause or provision as may be possible and sill be log, va enforceabie, will be substituted therefor, M. __Entirety Clause. This Lease and the incorporated and attached exhibits constitute the centre agreement between the City and Tenant for the use granted. All other agreements, promises, and fepresentations, unless contained in this Lease, are expressly revoked, as the parties intend 10 provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and Covenants relating to Tenam’s use of the Property. The unenforceability, invalidity, or illegality of amy provision of this Lease does not render the other provisions unenforceable, invalid, or illegal. SIGNED, on chet |___. 2004, by duly authorized officers of the parties, in multiple Counterparts, any of which constitute an original City of Austin, Landlord q ef. Signature nse. By: Chris Lippe Title: Director, Austin Water Utility Date; peg SIGNED, on 2 2004, by duly authorized officers of the parties, in multiple counterpats, ay of which consttuts an original Tree Folks, Inc., Tenant sioume Leo t leat, By: _Carlene M. South_ President of the Board of Directors or Tree Folks, Ine. 4COPY Acknowledgments State of Texas 8 County of Travis § ‘This instrument was acknowledged before me on mts feces 2004, by _Chris Lippe), Director, Austin Water Utility of the City of Austin, a Texas municipal corporation, om behalf of said corporation, Notary Public, State of Texas sity CHARLOTTE MONTGOMERY | | wr COMMISSION EXPIRES, 2004, by _Carlene Inc., a Texas non- < " S, LYNDA R, BAIONES: NOTARY PUBLIC. STATE OF TEXAS blic, State of Texas If not corporation use the following acknowledgement form!! State of Texas 5 County of, § Bofore me. {namne), a Notary Public on this day personally appeared (name) a8 (name of partnership, corporation or LLC), kitown to me to be the person whose name is subscribe to the foregoing instrument and acknowledged to me that he exccuted the same for the purposes and consideration therein expressed. [Seal] Given under my hand and seal of office this _day of. AD.,2004 Notary Public, State of Texas