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LEASE Basie Terms 1. This Lease agreement ("Lease") is made and entered by and between: Lessor: Mailing Address: Lessee: “Mailing Address: 2. Property: Property Address: 3. Leased Premises: 4, Commencement Date: 8. Lease Term: ARTICLE 1. Lease City of Austin, a Texas home rule city and municipal corporation (the “City” or “Lessor”) Real Estate Services Division Contract and Land Management Office P.O. Box 1088 Austin, Texas 78767-8839 Austin Travis County Mental Health and Mental Retardation Center, a Texas community center under Chapter 534, Health & Safety Code (the “Lessee”) 1430 Collier St. P.O, Box 3548 Austin, Texas 78764 0.7133 acres, Lot 1, Waterloo Park, a subdivision in Travis County, ‘Texas, more particularly described in Exhibit A, which is attached and incorporated herein, 403 E. 15" St, Austin, Texas 7870 |(the “Property”) All of the Property except the historical building known as Waterloo Cottage (the “Leased Premises”), ‘This Lease is effective as of the date it has been signed by both, Parties (the “Commencement Date”) ‘Ten years, unless extended by Lessee under Article 2. —a—_ In consideration of Lessee’s covenant to provide the consideration stated in Article 4 and performance of Lessce’s other obligations and covenants under this Lease, Lessor hereby leases, demises, and lets to Lessee, and Lessee does hereby lease and take from Lessor the Leased Premises. ‘The Leased Premises are leased subject to all liens, covenants, easements, agreements, and restrictions of record, provided that if Lessee discovers any title rater that makes the purpose of the Lease impractical, in its sole discretion, Lessee shall hhave the right to terminate, 0 x ARTICLE 2. Lease Termy/lixtension Options 2.1 This Lease stall commence on the Commencement Date, and shall terminate at ‘midnight on the:tWentielh. ainiversary of the Commencement, unless extended or sooner terminated as provided'in the Lease. Subject to Lessor’s rights under Section 2.2, Lessee may exercise two successive ten year options to extend the Lease on the same terms and conditions by giving Lessor written notice of Lessee’s desire to extend the Lease at least 120 days before expiration of the then-current lease term, 2.2 Lessor may, by affirmative vote of the City Counci] before expiration of the then-current lease term, decline to allow an extension. If the City Council so votes, this Lease terminates upon expiration of the then-current lease term. 2.3 Before the date that is the twentieth anniversary of the Commencement Date, the Parties shall mutually reevaluate the use of the facilities on the Leased Premises. If the Parties Locate a suitable alternative site for Lessee’s operations so that Lessee’s is able to relocate its operations without significant disruption in service, the Parties may agree to ‘mutually terminate this Lease, ARTICLE 3. Use of the Leased Premises ‘Lessee shall use the Leased Premises for the operation of a transitional housing facility for mental health patients, including a crisis stabilization facility, but excluding involuntary commitments. Lessee shall use the Leased Premises for no other purposes without the prior written consent of Lessor, ARTICLE 4, Consideration ‘The consideration for this Lense is the public benefit to the community that will result from Lessee’s undertaking the programs described in Article 3. These benefits include but are not limited to reducing the community's reliance on hospital emergency departments, general hospital beds, and state hospital beds for mental health crisis patients, ARTICLE 5. Construction and Maintenance; Condition of Premises; Access; Operating Expenses 6.1 Lessee agrees to construct at its sole expense the improvements to the existing, building on the Leased Premises described in Exhibit B, which is attached end incorporated herein (the “Iimprovements”). Lessee shall commence construction of the Improvements ‘within one year of the Commencement Date and shall complete them in a timely, good, and ‘workmanlike manner, Lessor may terminate this Lease if for any reason the Improvements are not completed within two years of the Commencement Date. 6.2 No consent for construction of the Improvements shall be required. Otherwise, Lessee shall obtain Lessor’s written consent before making any major alterations or physical additions in the Leased Premises. No structural changes to the Leased Premises shall be ‘made by Lessee without Lessor's prior written consent. Lessor consent under this paragraph shall not be unreasonably withheld. 6.3 Any special equipment installed by Lessee shall remain the property of Lessee, including, but not limited to removable trade fixtures; Lessee's telephone or communications systems and equipment, including wiring and cabling; antennas; wiring; movable partitions; and other computer and communication equipment, 6.4 The Improvements shall become part of the Leased Premises and the property of Lessor, and shall be surrendered to Lessor, upon the termination of this Lease, normal wear and tear excepted. 6.5 Lessee shall not use, occupy, or permit the use or occupancy of the Leased Premises for any purpose that is: (a) forbidden by law, statute, ordinance, governmental or municipal regulation or order, (b) dangerous to life, limb, or property, (c) commission of waste; (8) a public or private nuisance; or (¢) an action or omission that would increase the fire and extended coverage insurance rates on the Leased Premises or Property. 6.6 Lessee shall Keep the Leased Premises in good repair and shall promptly notify Lessor of any damage to the Leased Premises. Lessee shall keep the foundation; roof; exterior walls; building systems and components including HVAC, plumbing and electrical systems; building envelope of the Property and Leased Premises in good repair; including treatment for any wood-infesting insects ("Repairs"), Repairs made by Lessee shall be completed in a good, workmanlike, and timely manner. Lessee shall give Lessor prior written notice of the need for any significant Repairs, 6.8 Lessor, its employees, contractors, agents and representatives, shall have the right to enter the Leased Premises at all reasonable hours to inspect and make repairs, alterations, and additions to the Leased Premises. All work performed by Lessot shall be ently performed and conducted so as to minimize any interference with Lessee's normal business operations. es 6.9 Lessce shall pay oll operating expenses relating to the Leased Premises, including but not limited to those for water, wastewater, trash collection, electric, natural gs, telephone, cable, telecommunications, insurance, and taxes. ARTICLE 7. Quiet Possession 7.1 Lessor agrees that Lessee shall peaceably and quietly hold, possess, and enjoy the Leased Premises for the Lease Term. ARTICLE 8. Reservation 8,1 Lessor reserves the right to use as much of the Lease Premises as is necessary for reasonable access to and from the historical building on the Property known as Waterloo Cottage. 8.2 Lessee, its employees, agents, invitees and permittees shall, during the Lease ‘Term, have access to the Common Areas appurtenant to the Property and Leased Premises. ARTICLE 9, Insurance Requirements Lessee shall carry insurance in the types and amounts as set forth in Exhibit C, which is attached and incorporated herein ARTICLE 10. Damage by Fire or Other Casualty 10.1 If the building and other improvements on the Leased Premises are totally destroyed by fire, flood or other casualty (“Casualty”), or if the Leased Premises should be s0 badly damaged by Casualty that the Leased Premises are untenantable, then Lessee shall have the option to (a) terminate this Lease, as of the date of the occurrence, by written notice delivered to Lessor within 30 days following the damage or destruction; or (b) continue this, ‘Lease in full force and effect, in which event Lessee shall promptly and diligently repair and estore the damaged or destroyed Leased Premises and Property to substantially the same condition existing prior to the Casualty at Lesseo's expense, 10.2 If the Leased Premises are damaged by Casualty, but are not made untenantable, this Lease shall continue in fall force and effect, and Lessce shall promptly and diligently zepair and restore the damage to the Leased Premises to substantially the same ‘condition prior to the Casualty at Lessee’s expense. 10.3 Jf the Casualty damage cannot be repaired within 180 days from the date of Casualty,-this Lease may-be terminated-by- either Lessor-or-Lessee, If this-Lease-is-so terminated, Lessee shall remove all damaged improvements and restore the Lensed Premises and Property to substantially the same condition that existed on the Commencement Date at Lessee’s expense, 104 For the purposes of this Article, “untenantable” shall mean that the Leased Premises have been made totally inaccessible or unfit for use under the terms of this Lease, ARTICLE 11. Risk and Indemnification 11.1 All personal property of Lessee located in the Leased Premises shall be kept and stored at Lessee’s sole risk. 11.2 Lessee shall to the extent not prohibited by law indemnify and hold harmless Lessor, its employees, agents, successors, and assigns from and against all injury, loss, claims, or damages to any third party or property arising from, related to, or in connection ‘with, use and occupaney of the Common Areas and Property. ARTICLE 12. Eminent Domain 13.1 If, during the Lease Term, any part of the Leased Premises shall be taken by eminent domain, and the taking would prevent or materially interfere with Lessee's use of the Leased Premises, Lessee may elect either to (a) terminate this Lease, relieving Lessor ‘and Lessee of all obligations under this Lease, or (b) continue this Lease in full force and effect. 13.2 Tf Lessee elects to continue the Lease, Lessee shall repair to the extent reasonably practicable any damage to the Leased Premises resulting from the taking, Lessor shall be entitled to recover from the condemning authority the full amount of Lessor's interest in the Property taken in condemnation; Lessee shall be entitled to recover the value of Lessee's improvements in the Leased Premises, if any, taken, but not the value, if any, of the remaining Lease interest; and Lessee shell be entitled to recover from the condemning, authority any damage to the Leased Premises that Lessee is obligated to repair under this section. ARTICLE 14, Assignment or Sublease 14,1 Lessee may not assign or sublease any or all of the Leased Premises without Lessor’s prior written approval. In the event Lessee should desire to assign this Lease or sublease any or all of the Leased Premises (the “Sublease”) Lessee shall give Lessor written notice at least 60 calendar days in advance of the date of the proposed sublease or assignment (the “Sublease Notice”), 14.2 The Sublease Notice will include (a) the name and address of the proposed sublessee or assignee, (b) all information regarding the proposed sublease or assignment, (c) ‘the proposed effective date, (d) whether an assignment or sublease is proposed, (€) copies of the proposed assignment or sublease document, and (f) current financial status of the proposed assignee or sublessee, and (h) any other information requested by Lessor. 14.3 Any attempted assignment or sublease by Lessee in violation of this Article shall be void. ARTICLE 15. Assignment by Lessor 15.1 In the event the Property is sold, transferred in a like Kind exchange, oF otherwise conveyed (“Conveyance”), by Lessor to a buyer or transferee (“Buyer”), Lessor fgrees it shall have the obligation to assign this Lease to the Buyer of the Property (Assignment of Lease”) in compliance with this Article, 15,2 Lessor shall provide written notice to Lessee of (a) a pending Conveyance to a Buyer, (b) the proposed date of the Conveyance; and (c) a proposed copy of the Assignment of Lease, within ten days following the execution of a Contract of Sale of the Property between Lessor and Buyer. 153 As a condition precedent to Conveyance of the Property, Lessor agrees and stipulates that Buyer, prior fo of on the date of closing, will (a) join in execution of the ‘Assignment of Lease, (b) assume all Lessor’s obligations under the Lease, and (c) covenant that Buyer will not disturb Lessee's quiet possession. Upon written notice to Lessee, with a true and correct copy of the executed Assignment'of Lease attached, and provided the ‘Assignment of Lease conforms to the requirements of this Article, Lessee will attorn to ‘Buyer as Property owner and Lessor of the Leased Premises, As of the date of Conveyance, Lessor shall have no further liability under this Lease provided the terms of this Article have been met. ARTICLE 16, Rules and Regulations Lessee agrees to comply with all reasonable rules and regulations that Lessor may adopt from time to time for operation, protection and welfare of the Leased Premises, Property, Common Areas, and tenants, visitors, and occupants. Copies of all Rules and Regulations must be timely provided to Lessee. Lessor stipulates that all Rules and Regulations will not be inconsistent with the provisions of this Lease. ARTICLE 17, Governmental Regulations 17.1 Lessee warrants that, at the time of construction, renovation and/or improvements to the Leased Premises, handicapped accessibility to the Leased Premises will comply with accessibility requirements as ‘required by the Americans with Disabilities Act of 1990, the Texas Accessibility Standards (TAS), and Chapter 5-2 of the Austin City Code, as those requirements may be amended (“Legal Requirements"). 17.2 Lessee agrees to comply with and to maintain and operate the Leased! Premisos in compliance with all applicable laws, roles, and regulations of county, municipal, state, federal, and other applicable governmental authorities. ARTICLE 18. Discharge of All Liens Lessee shall pay promptly all contractors, subcontractors and materialmen to avoid any lien from attaching to the Leased Premises or Property. ARTICLE 20. Lessee's Covenants Lessee hereby covenants and agrees as follows: (0) Lessee shall pay any sums due Lessor under the Lease, to Lessor as it becomes duc and payable under the terms of this Lease. (b) At Lense termination and surrender of possession of the Leased Premises, Lessee shall remove, at its sole expense, any of Lessee's property specified to be removed in a written notice by Lessor to Lessee and Lessee may remove other property that is not Permanent under section 6.4, Lessee shall repair any damage to the Leased Premises caused by Lessee's removal ofits property. (©) Lessee shall observe and perform all of the terms, conditions, and obligations of this Lease. ARTICLE 21. Lessor's Covenants Lessor heroby covenants and agrees to observe and timely perform all the terms, conditions, and obligations of this Lease, ARTICLE 22. Default by Lessee; Lessor's Remedies 22.1 Bach of the following acts or omissions by Lessee shall constitute an event of dofalt (a "Lessee Default"): (@) Failure or refusal by Lessee to make the timely and punctual payment of any sums payable under the Lease. (b) Failure by Lessee to perform or comply with any of the terms, covenants, or conditions in this Lease. - 22.2 Upon Lessee Default, Lessor shall give Lessee written notice specifying the Lessee Default, and Lessee shall cure its default within 30 days of receipt of written notice, plus any additional time as may be reasonable necessary for cure. If after additional reasonable time the Default has not been cured, Lessor shall send a second notice specifying the Default and additional reasonable time for cure. If Lessee shall fail to cure a Lessee ‘Default within 30 days of the additional reasonable time specified in the second notice, Lessor may, at its option, in addition to all other rights and remedies available under this Lease, at law, or in equity, (a) continue this Lease in full force and affect, OR (b) terminate this Lease, in which event Lessee shall immediately surrender possession of the Leased Premises to Lessor, OR (¢) elect not to terminate this Lease, and Lessor may relet the ‘Leased Premises and terminate the Lease upon reletting, If Lessor is unable to put the Leased Premises to use for a public purpose within a reasonable time, Lessor shall use best efforts to relet the Leased Premises. 22.3 Exercise by Lessor of any of its remedies available under this Lease shall not be deemed to be surrender of the Leased Premises by Lessee, whether by agreement or by operation of law, it being understood that surrender of the Leased Premises must be by ‘written agreement between Lessor and Lessee, 22.4 Upon Lessee Default, if Lessor elects to terminate this Lease, Lessee shall be linble for the sum of indebtedness accruing under the Lease, and all expenses incurred by Lessor incident to Lessee’s Default, up to the date of Lease termination, 22.5 Unless otherwise provided in the Lease, if Lessee should fail to timely make any payment or cure any Lessee Default, Lessor, without being under any obligation to do so and without waiving the Lessee Default, may make such payment and/or remedy the default for the account of Lessee, Lessee agrees to pay Lessor upon demand all costs, expenses, disbursements, repossession costs, and expenses incurred by Lessar incident to Lessee Default, 22.6 All costs and expenses incurred by Lessor incident to Lessee Default shall be paid by Lessee to Lessor at its current Mailing Address. ARTICLE 23, Default by Lessor; Lessee's Remedies 23.1 In the event of any default by Lessor (“Lessor Default"), Lessee shall give Lessor written notice specifying the Lessor Default, and Lessor shall have 30 days to cure same, plus eny additional time as may be reasonable necessary for cure. If Lessor fails to timely cure its Default, Lessee may (a) file an action for damages, and/or (b) terminate the Lease, and Lessee shall have no further obligation to Lessor under the Lease post- termination. 23.2 All costs and expenses incurred by Lessee incident to Lessor Default shall be paid on demand by Lessor to Lessee at its current Mailing Address, ARTICLE 24, Law Governing This Lense shall be subject to, governed by and construed in accordance with all applicable federal, State of Texas, county, and municipal laws ARTICLE 25. Prior Oceupaney If Lessee, with Lessor's prior written consent, shall occupy the Leased Premises prior to the beginning of the Lease Term, all provisions of this Lease shall be in full force and effect commencing upon the date of occupancy. ARTICLE 26. Estoppel Certificate 26.1. Upon not tess than 30 days prior written request by Lessor, Lessee shall prepare, execute, and deliver to Lessor a statement in writing certifying (a) the Lease Commencement Date and Lease Termination date; (b) the amount of any Security Deposit; (©) that Lessee has accepted and occupied the Leased Premises; (d) that the Lease is in fall force and effect and has not been modified or amended; (e) that all improvements to the Leased Premises have been satisfactorily completed; (1) that there are no uncured Lessor defaults under the Lease, or any existing conditions that constitute Lessor Default upon notice from Lessee; (g) that Lessee has not received any concessions from Lessor, (h) that Lessee has received no notice from any insurance company of any defects or inadequacies affecting coverage on the Leased Premises; (i) that Lessee has no options or rights other than those set forth in the Lense; and (j) any other information that Lessor may reasonably request (an “Estoppel Certificate”). Lessee acknowledges that a Buyer may rely on an Estoppel Certificate, 26.2. If an Estoppel Certificate is to be delivered to a prospective buyer of the Property (“Buyer”), it shall include (a) Lessee’s agreement to recognize Buyer as Lessor under the Lease, and (b) Buyers agreement to execute a non-disturbance agreement in favor of Lessee, covenanting non-disturbance and quiet possession of the Lensed Premises in Lessee. ARTICLE 27. Memorandum of Lease Lessor may execute a Memorandum of Lease in recordable form, setting forth the names of the parties, the Lease Term, Commencement Date, Termination Date, and the description of the Leased Premises and record it in order to give record notice of this Lease to third parties. ARTICLE 28; Tender and Delivery of Lease Instrument Submission of this instrument to either patty for examination does not constitute an offer, reservation of or option for the Leased Premises. This instrument becomes enforceable only upon execution and delivery of the Lease by both Lessor and Lessee. ARTICLE 29, Time is of the Essence Jn all instances where Lessor or Lessee are required under the terms of this Lease to pay any sum or timely take any action, it s understood and agreed that time is of the essence in this Lense, ARTICLE 30. Notice Notices required under the Lease shall be in writing and shall be delivered by hand, or sent by United States Registered or Certified Mail, postage prepaid, retum receipt requested, to the Mailing Addresses for Lessor and Lessee, 2s may be changed from time to time by cither party by giving written notice to the other party (“Current Mailing Address” or “Mailing Address"). ARTICLE 31. Entire Agreement and Binding Effect 31.1 This Lease, any addenda, and exhibits constitute the entire agreement between Lessor and Lessee; no prior written, oral promises, or representations shell be binding upon the parties. All exhibits, amendments, and addenda attached to this Lease are now incorporated and made a part ofthis Lease for all purposes. 31.2 This Lease shall not be amended, changed, or extended except by written instrument signed by both partes. 31.3 The provisions of this Lease shall be binding’upon, and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties. ARTICLE 32. Authority ‘The parties to this Lease warrant and represent that each has the power and authority to enter into this Lease in the name, title, and capacity stated; on behalf of the entity, person, or firm represented; and all prerequisites necessary to authorize, negotiate, and enter into the Lease have been fully completed without the joinder of any other party. ARTICLE 33, Venue “This Lease is-to be performed -in Travis ‘County, Texas:~ Venue and jurisdiction of ‘any suit, right, or cause of action arising under or in connection with this Lease shall be exclusively in Travis County, Texas. ~10- ARTICLE 34. Terminology. ‘Whenever required by the context, as used in this Lease, the singular shall include the plural, and the masculine gender shall include the feminine and neuter, Titles of Articles are for convenience only, and shall neither limit nor amplify the provisions of this Lease. ‘Any reference to an "Article" shall be deeméd to include all provisions of this Lease unless expressly provided to the contrary. ARTICLE 35, Holding Over If Lessee should remain in possession of the Leased Premises after the expiration or termination of this Lease, without the execution by Lessor and Lessee of a new lease, then the Lease shall be deemed to be extended on a day to day basis for the period of possession, and the parties to this Lease shall continue to be subject to all the covenants and obligations ‘of this Lease. Monthly rent during'a hold-over period shall be prorated on a daily basis. ARTICLE 36, Non-Waiver __ Thi failure of Lessor to oimplain of any action, omission, or default under the Lease, whetier singular or repetitive, shall not constitute a waiver of any of Lessor’s rights and obligations under the Leasé. "Failure of Lessor to insist on a strict performance of any of the Lease covenants and/or obligations of this Lease shall not constitute a waiver or relinguishment of any right or obligation in the future, ARTICLE 37, Severability; Interpretation 37-1 This Lease is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules, and regulations of the City of Austin; Travis County, the State of Texas, and the United States, If any provision of the Lease, or its application, shall for any renson be held invalid or unenforceable by a court of ‘competent jurisdiction, that Lease provision shall be stricken from this Lease; the remainder of the Lease shall remain valid and enforceable to the extent permitted by law. 37.2 Should a dispute arise under this Agreement, there shall be no presumption that the Agreement will be construed in favor of or against either party. -u- ‘THIS LEASE IS EXECUTED in multiple originals, effective on the date signed by all Parties. Facsimile signatures shall have the same force and effect as original signatures. LESSEE: ‘Austin Travis County Mental Health ‘And Mental Retardation Center Printed Name: Date:1O +06 + 2009 LESSOR: City of Austin, a Texas home rule municipal corporation By: Lauraine Rizer, Manager Real Estate Services Division Contract and Land Management Office Date: Jo ~ 2009 we "yh Tom & oe Assistant City Attomey - 12 = Oly = : eaucon) Ss = i NvIaiscrdonay | OY se 208 Jt" SNOWIGNOD “1sba EE f cearmrel. AGOWSY ALIDYA JERUS-HASL YWHW ~ DLV shia EXHIBIT B IMPROVEMENTS ‘Those improvements shown on building plans entitled “Construction Documents for ATC- MMR 15" Sirect Facility Remodel 403 E. 15% Street, Austin, Texas 78705” by Duke C. Garwood Architects and dated November 19, 2008. SiS ‘EXHIBIT C INSURANCE REQUIREMENTS ARTICLE 1 Lessee’s Insurance Requirements Jl. General Requirements: Lessee shall carry insurance in the types and amounts indicated below for the term of the Lease, ‘Within five (5) days of the execution of this Lease, Lessee shall obtain the required insurance and provide the City a Certificate of Insurance as proof of coverage. If coverage period ends during the term of the Lease, Lessee must, prior to the end of the coverage period, forward a new Certificate of Insurance to City as verification of continuing coverage for the duration of this Lease. Approval of insurance by the City and the required minimums does not relieve or decrease ‘the liability or responsibility of the Lessee hereunder and will not be construed to be a limitation of Hiability on the pact ofthe Lessee, Insurance coverage must either be provided by the Texas Council Risk Management Fund or be written by companies (a) 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 BVI or better. All endorsements naming. the City as additional insured, waivers, and notices of ‘cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Austin Real Estate Services Attention: Property Management 505 Barton Springs Road, Suite 1350 ‘Austin, Texas 78704 ‘The “Other” insurance clause does not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in this Lease, covering both the City and Lessee, will be considered primary coverage as applicable. If insurance policies are not written for amounts specified below, Lessee 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. City shall be entitled, upon request and without expense, to receive certified copies of policies ard endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except were policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. City reserves the right to review the insurance requirements set forth during the effective period of this Lease and to make reasonable adjustments to insurance coverage, limits, and - 15 - exclusions when deemed necessary and prudent by City based upon changes in statutory law, court decision, the claims history of the history of the industry or financial condition of the insurance company as well as the Lessee. Lessee shall not cause or permit any insurance to lapse or to be canceled during the term of this Lease. “Lessee shall be responsible for premiums, deductibles and self-insured retention's, if any, stated in policies. All Certificate of insurance. 1.2 Specific Coverages: Commercial General Liability Insurance: ‘The Poliey must contain the following provisions: a) Independent Contractors coverage b) City listed as an additional insured ©) Thirty (80) Day Notice of Cancellation in favor of City 6) Waiver of Transfer of Recovery Against Others in favor of City Provide coverages A & B with minimum limits as follows: ‘A combined bodily injury and property damage limit of $1,000,000 per occurrence. ARTICLE 2 Lessor's Coverage 2.1 Lessee understands that Lessor is a selfinsurer and does not maintain commercial general liability insurance coverage, ARTICLE 3 Requirements for Contractors performing work on the Premises 3.1 General Requirement Contractor's insurance coverage must be written by companies: (a) licensed to do business in the State of Texas at the time the policies are issued, and (b) with an A.M, Best rating of B+VLI or better. Allendorsements such as additional insured, waivers, and notices of éancellation endorsements as ‘well as the attached certificate shall indicate naming the City of Austin as follows: City of Austin Real Estate Services Attention: Property Management 505 Barton Springs Road, Suite 1350 Austin, Texas 78704 -16- ‘The "other" insurance clause does not apply to the City where the City of Austin is an additional insured shown on any policy. It is intended that policies required in the Contract, covering the City and the Contractor, will be considered primary coverage as applicable. If insurance policies are not written for amounts specified above, Contractor 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. ‘The City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements theroto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies ‘The City reserves the right to review the insurance requirements set forth during the effective period of this Temporary Use Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. ‘The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse uring the term of the Contract or as required in the Contract. ‘The Contractor shall be responsible for premiums, deductibles and self-insured rotention’s, if any, stated in policies, All deductibles or self-insured retention’s will be disclosed on the certificate of insurance attached. ‘The Contractor shall provide the City thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicated within.the Contract. If City owned property is being transported or stored off-site by the Contractor, then the appropriate ‘property policy will be endorsed for transit and storage in en amount sufficient to protect the City's property. ‘The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of the Contractor. 3.2. Specific Coverages: Insurance Requirements for any agreements containing provisions for contractors Cleaning, maintaining, repairing or working on Premises: Contractor shall carry insurance in the types and amounts indicated below for the duration of the Contract, which includes items owned by the City in the care, custody and control of the Contractor prior to and during the period during which services are provided, (2) Workers! Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Section 401) and ‘minimum policy limits for employers liability of $100,000 bodily injury each accident, {$500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each employee. The City will accept workers’ compensation coverage writtsn by the Texes Workers Compensation Insurance Fund. ‘The Contractor's policy must apply to the State of Texas and include these endorsements in favor of the City of Austin: (a) Waiver of Subrogation, form WC 420304 {b) 30 day Notice of Cancellation, form WC 420601 (2) Commercial General Liability Insurance with a minimum bodily injury and property damage per occurrence limit of $500,000 for coverages A & B. The policy must contain the following provisions: (@) Blanket contractual liability coverage for liability assumed under this contract and all contracts relative to this Temporary Use Agreement, () Completed Operations/Produets Lisbility for the duration of the Warranty period (©) Explosion, Collapse, and Underground (X, C, & U) coverage, (@ Independent Contractors coverage. (©) City of Austin shown as an additional insured, endorsement CG 2010, ( 30 day notice of cancellation in favor of the City of Austin; endorsement CG 0205. (@) Waiver of Transfer Right of Recovery Against Others in favor of the City of Austin, endorsement CG 2404, (3) Business Automobile Liability Insurance for all owned, non-owned and hired ‘vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternate acceptable limits are $250,000 bodily injury per ‘person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident, The policy sball contain the following endorsements in favor of the City of Austin: ——— = ——— (@) Waiver of Subrogation endorsement TE 20464, (b) 30 day Notice of Cancellation endorsement TE 02024. (©) Additional Insured endorsement TE 9901B ~ 18 -