ATM LICENSE AGREEMENT

LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("License") is made and entered into effective as of January 1,

2004, by and between THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body

politic ("Licensor" or "County Board") and the ARLINGTON VIRGINIA FEDERAL CREDIT

UNION, a non-profit corporation in the Commonwealth of Virginia ("Licensee" or "Credit Union").

RECITALS:

WHEREAS, the County Board owns the land beneath an office building and garage located at

2100 and 2200 Clarendon Boulevard, Arlington, Virginia (¡°Property¡±). The building and garage at 2100

Clarendon Boulevard are used for the Arlington County Government Center (¡°Demised Premises¡±). In

1987, the County Board entered into a long-term ground lease for the Property with Courthouse Plaza

Associates Limited Partnership. Also, in 1987 the County Board entered into the initial Lease for the

Demised Premises. On October 23, 2002, the County Board executed an Amended and Restated Lease

("Lease") with CESC One Courthouse Plaza, L.L.C. ("Landlord"), for the Demised Premises,

commencing on November 1, 2003. A vicinity map is attached hereto and incorporated herein by

reference as Exhibit A;

WHEREAS, on December 8, 1995, the County Board entered into a Sublease Agreement with

the Credit Union to sublet approximately 119 square feet of office space in Suite 506 on the fifth (5th)

floor of the Demised Premises and an Automatic Teller Machine (¡°ATM¡±) in the first floor lobby of the

Demised Premises;

WHEREAS, the Sublease Agreement expires on December 31, 2003, and, by this License

Agreement, the Licensor and Licensee desire to continue to permit the Licensee to use the Licensed

Premises as defined herein to be used by Licensee for the specified purposes.

W I T N E S S E T H:

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the mutual covenants

and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties agree as follows:

1.

Licensed Premises. The Licensee is permitted to use, under the following terms, Suite 506 on

the fifth (5th) floor and a portion of lobby area on the first (1st) floor of the Demised Premises, as shown

on Exhibit B attached hereto and incorporated herein by reference jointly (¡°Licensed Premises").

2.

Term.

A.

The initial term of this License shall commence on January 1, 2004 ("Commencement

Date"), and shall terminate three (3) years thereafter at 12:00 midnight on December 31, 2006

("Expiration Date") ("Initial Term"), unless sooner terminated as hereinafter provided.

B.

Licensee shall have the option to renew this License for one (1) additional term of three

(3) years ("Renewal Term") upon the same terms and conditions as the Initial Term. This option shall be

exercised by Licensee by giving written notice to Licensor, which notice must be received by Licensor

not later than ninety (90) days prior to the expiration of the Initial Term. The Initial Term and Renewal

Tem are jointly referred to hereinafter as ¡°Terms.¡±

3.

Use. Licensee is permitted to use that portion of the Licensed Premises known as Suite 506 for

office space. The Licensee is permitted to use that portion of the Licensed Premises on the 1st floor of

the Demised Premises for the installation of an ATM and for the use of an ATM by persons permitted to

enter the first floor lobby of the Demised Premises. Licensee shall comply with all laws, rules, orders,

ordinances and regulations any time issued or in force, applicable to the Licensed Premises, or to the

Licensee's use thereof, promulgated or issued by the Licensor or by of any applicable governmental or

judicial authority.

4.

Monthly Fee. During the first twelve (12) months of this License Agreement, Licensee shall pay

the County a use fee, in advance, in the amount of Three Hundred Fifty and 00/100 Dollars ($350.00) per

month (¡°Base Use Fee¡±), without deduction, set-off, counterclaim or demand. Thereafter, upon each

subsequent anniversary of the Commencement Date, with such annual increases to be cumulative in

effect, the Base Use Fee shall increase by the greater of: (i) five percent (5%), or (ii) an amount equal to

the then existing Base Use Fee times the percent of the percentage increase in the U.S. Department of

Labor-Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers

(¡°CPI-W¡±) for Washington-Baltimore, DC-MD-VA-WV - All items, NOVEMBER 1996=100 (¡°CPI

Index¡±) between the last published CPI Index for each current calendar year during the term of this

License Agreement and the CPI Index published for the same period in the calendar year in which the

Commencement Date occurs (¡°Base Period¡±). If the Index for the current calendar year is not for the

same relative period as the Index for the Base Period, then the Index to be used for the current calendar

year shall be the index for the relative period closest to that of the Index for the Base Period, or, if there

are two or more such indexes for the current year, then the average of the indexes shall be used. The

monthly fee and all other amounts to be paid by Licensee to Licensor shall be made payable to Treasurer,

Arlington County, Virginia and shall paid at the address designated by Licensor.

5.

Utilities. Licensor agrees to provide electricity service required for Licensee's operation of the

ATM within the designated portion of the Licensed Premises at no cost to Licensee. Licensee, and its

contractors, shall be permitted, at Licensee's cost, to install, locate, maintain and repair utility lines within

the interior of the Demised Premises to provide to the ATM with electricity, telephone service and

computer lines (jointly "Support Facilities") from public utility lines or junction boxes serving or located

within the Demised Premises. The location and nature of that Support Facilities shall be subject the prior

written approval of the Licensor and the Landlord, if required by the Lease. If any utility service required

for Licensee's use of the Licensed Premises is determined to be unavailable, or later becomes unavailable,

to Licensee and to the Licensed Premises, for whatever reason whatsoever (including, without limitation,

the inability to acquire or secure on reasonable terms any required easement, permit or consent for the

installation thereof, the interruption or discontinuance of any such utility service, or the lapse or

termination of any easement, permit or consent therefor), Licensee may thereafter terminate this License

effective upon giving notice of termination in writing to Licensor. Upon such termination, this License

shall expire and of no further force or effect.

6.

Taxes. Licensee or others so assessed shall pay all applicable personal property taxes, charges

and assessments levied and assessed against the Licensee's ATM and related equipment.

7.

Maintenance and Repairs of the Licensed Premises and ATM. Licensee shall be solely

responsible for the maintenance of the Licensed Premises, the ATM, and the Support Facilities. Licensee,

at Licensee's expense, shall perform, or cause to be performed all necessary repairs or maintenance of the

ATM, all related equipment, and Support Facilities located within, or serving, the Licensed Premises.

Licensor shall have no liability for the performance thereof or for the payment for such repairs or

maintenance.

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8.

Improvements on the Licensed Premises. Licensee shall be permitted, at its own cost and

expense, to install, construct, maintain, and remove an ATM within the designated portion of the

Licensed Premises. The ATM Equipment Specifications are attached hereto and incorporated herein as

Exhibit C. After obtaining written consent from the Licensor, the Licensee may make alterations,

additions, or replacements to the ATM and Support Facilities related equipment for or fixtures signage

(on the ATM but not a freestanding sign). After providing Licensor with thirty (30) days prior written

notice, the Licensee may remove its equipment, structures and improvements which are not permanently

affixed to the Demised Premises. Within ten (10) business days after the termination or expiration of this

License, Licensee, at its sole expense, shall be required to remove the ATM and Support Facilities as

determined by the Licensor in its sole discretion. Licensee shall repair all damage or disfigurement to the

Licensed Premises or Demised Premises caused by and shall restore the Licensed Premises and the

Demised Premises to a condition existing immediately prior to the installation of the ATM and Support

Facilities.

9.

No Alterations or Signs. Licensee shall make no alterations, installations, additions or

improvements in or to the Licensed Premises, including without limitation, the placement of any signs,

unless the Licensee obtains the prior written authorization from the Licensor. Licensee shall maintain the

Licensed Premises in clean, safe and sanitary condition.

10.

No Assignment or Transfer. This License is not assignable and nontransferable by Licensee.

11.

Indemnification. Licensee hereby covenants to defend, indemnify and hold harmless, Licensor,

and its elected and appointed officials, officers, constitutional officers, judges, employees, contractors,

and agents, and the Landlord, from all losses, costs, claims, causes of actions, demands, liabilities,

expenses and attorney's fees arising from or in connection with any injury or damage to any person or

property: (i) which occurs in the Licensed Premises; or (ii) which occurs in any portion of the Demised

Premises, the Support Facilities, other than the Licensed Premises; and which injury or damage under (i)

or (ii) above is caused by the negligence or willful misconduct of Licensee, its agents, contractors,

employees, customers, and invitees arising out of the permission granted by this License. The provisions

of this section shall survive the expiration or termination of this License.

12.

No Liability. All personal property of Licensee, its employees, agents, contractors, business

invitees, licensees, customers, clients, and invitees, family members, guests or trespassers, in and on the

Licensed Premises shall be and remain therein under any and all circumstances at the sole risk of the

above described persons and entities. Licensor shall not be liable to any such person or entity for any

damage to, or loss of, such personal property. Licensee hereby covenants to fully defend, indemnify and

hold harmless Licensor and its elected and appointed officials, officers, constitutional officers, employees,

contractors and agents, and the Landlord, from all losses, costs, claims, causes of actions, demands,

liabilities, expenses and attorney's fees arising out of lost, stolen or damaged personal property of this

License or of persons using the ATM. In addition, Licensee acknowledges that Licensor, its elected and

appointed officials, officers, constitutional officers, employees, contractors and agents, and the Landlord,

shall not be liable for any special, consequential or punitive damages as a result of any claim relating to

this License or Licensee's use of the License Premises or the Demised Premises.

13.

Insurance. Licensee and its contractors, at their sole expense, shall secure and maintain a

policy of commercial general liability insurance, throughout the terms of this License, from an

insurance carrier satisfactory to Licensor, providing coverage for claims arising from or in connection

with the exercise of rights hereunder by Licensee or its contractors for personal injury, death, property

damage or loss suffered by any person, thing or interest with a minimum of not less than One Million

Dollars ($1,000,000) per occurrence. The insurance policy and policy limits shall in no way operate as

a limit of Licensee's liability to Licensor under this License, or as a limit of Licensee's duty of

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indemnification hereunder. Prior to the exercise of any rights under this License, Licensee shall

furnish Licensor with certificates of insurance (noting the requirements of this section, indicating that

the insurance is prepaid for a one year policy period insuring all activity contemplated under this

License and containing a 30 day notice provision prior to termination.) The policy shall provide, inter

alia, that the actions or omissions of any insured party shall not invalidate the policy as against any

other insured party or otherwise adversely affect the rights of any other insured party under the policy.

No provision contained in this License shall act as a waiver of any rights of subrogation of the

insurance company which is the primary insurer for Licensor and its contractors. The insurance

required to be carried by Licensee and its contractors herein shall be with an insurance company

licensed to do business in the Commonwealth of Virginia and rated not lower than A-X in the Best

Rating Guide. Such insurance (a) shall contain an endorsement that such policy shall remain in full

force and effect notwithstanding that the insured has relicensed its right of action against any party

before the occurrence of a loss; (b) shall name Licensor and others listed hereinafter as additional

insureds and loss payee; and (c) shall provide that the policy shall not be canceled, failed to be

renewed or materially amended without at least thirty (30) days' prior written to Licensor. On or

before the License Commencement Date and, thereafter, not less than thirty (30) days before the

expiration date of the insurance policy, an original of the policy (including any renewal or replacement

policy) or a certified copy thereof, together with evidence satisfactory to Licensor of the payment of

all premiums for such policy, shall be delivered to Licensor. Licensor, its elected and appointed

officials, officers, constitutional officers, employees, contractors and agents , and the Landlord, shall

be named as additional insureds under all coverages maintained by Licensee hereunder and the

certificate of insurance, or the certified policy, must so state. The above referenced persons and

entities shall be considered as "Licensor" for the purposes of all insurance policies issued pursuant to

this License. Coverage afforded under this section shall be primary as respect to the Licensor, its

elected and appointed officials, officers, employees, contractors and agent, and the Landlord.

All insurance policies required of Licensee and its contractors hereunder shall be endorsed to include the

following provision: "It is agreed that this policy is not subject to cancellation, non-renewal, material

change, or reduction in coverage until thirty (30) days prior written notice has been given to Arlington

County, Virginia." Therefore, the words "endeavor to" and "but failure to mail such notice shall impose

no obligation of liability of any kind upon the company, its agents or representatives" shall be eliminated

from the cancellation provision of standard ACCORD certificate of insurance.

14.

Default. This License shall, at the option of Licensor, terminate if Licensee violates or fails to

perform any of the conditions, covenants or agreements of this License, including without limitation, the

payment of the monthly fee, provided that any such violation or failure to perform any of those

conditions, covenants or agreements continues for a period of five (5) days after written notice hereof has

been delivered by Licensor to Licensee. In such event, Licensee shall remain liable to Licensor for all

money and other damages arising from such default. Upon the termination of this License, Licensor shall

have the right to prevent Licensee's entry to, or access upon, the Licensed Premises and Demised

Premises, except to remove the ATM and Support Facilities. In the event of any default or dispute arising

hereunder, Licensee shall fully reimburse Licensor for all attorneys¡¯ fees and court costs incurred by

Licensor.

15.

Notices. All notices or other communications hereunder shall be in writing and shall be given to

such party by hand delivery or by certified mail, return receipt requested, at the following addresses or

such other addresses hereafter provided by notice to the other party:

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To Licensor:

Arlington County, Virginia

2100 Clarendon Boulevard, Suite 302

Arlington, Virginia 22201

Attn: County Manager

with a copy to: Arlington County, Virginia

1400 North Uhle Street, Suite 403

Arlington, Virginia 22201

Attn: Real Estate Coordinator

To Licensee:

Arlington Virginia Federal Credit Union

2130 North Glebe Road

Arlington, Virginia 22207

Attn: Vice President Finance

16.

No Partnership or Lease. It is agreed that nothing contained in this License shall be deemed or

construed as creating a partnership, joint venture, the relationship of landlord or tenant or a leasehold

interest in the Demised Premises or Licensed Premises.

17.

Appropriations of Funds. Notwithstanding any other provision of this License to the contrary,

all of Licensor's duties and obligations under this License are subject to appropriation of funds by the

County Board of Arlington County, Virginia, for the specific purpose of satisfying the payment and

performance of any such obligations.

18.

Role of the Licensor/Licensor Decisions: No Waiver. Licensee hereby acknowledges that

Licensor has entered into this License in its role as Licensor and not as a governing authority.

Accordingly, the Licensor's execution of this License shall neither constitute nor be deemed to be

governmental approval for any actions or interests contemplated herein, including without limitation, for

the installation of the ATM and occupancy of the Licensed Premises, or for any other governmental

approval or consent required to be obtained by Licensee. Whenever in this License, Licensor is required

to join in, consent, give its approval, or otherwise act under this License, it is understood that such

obligations are meant to apply to the Licensor acting in its capacity as a Licensor and not in its capacity as

a governing authority. Licensee hereby acknowledges that any and all decisions, determinations,

consents, notifications or any other actions taken or to be taken by Licensor pursuant to this License,

whether or not specifically contemplated hereunder, may be taken by the County Manager or by another

Arlington County official or body, or judicial authority, pursuant to any means, mechanism or process as

determined by Arlington County in its sole discretion. Licensee shall have no right to question or

challenge the propriety, authority or legality of any such Arlington County official or body, or means,

mechanism or process by which any such decision, determination, consent, notification, or other action is

taken or to be taken hereunder by Licensor. Nothing in this License shall be construed to waive any of

Licensor's powers, rights or obligations as a governing authority or local governing body, whether or not

affecting the Demised Premises or Licensed Premises, including, but not limited to its police power, right

to grant or deny permits, right to collect taxes or other fees, or any other power, right or obligation

whatsoever.

19.

No Waiver of Sovereign Immunity by Licensor. Notwithstanding any other provision of this

License to the contrary, nothing in this License, nor any action taken by Licensor, pursuant to this License

nor any document or decision which arises out of this License shall not constitute or be construed as a

waiver of the sovereign immunity or governmental immunity of the Licensor, or of its elected and

appointed officials, officers and employees.

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