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HomeMy WebLinkAboutContract 52189 CITY SECRETARY �,MTMT NO._ c5 o`Z►$°1 LEASE AGREEMENT AMENDMENT AND EXTENSION WITH ;iczTEXAS MILITARY DEPARTMENT 8111 Shoreview Drive Fort Worth, Texas This LEASE AGREEMENT AMENDMENT AND EXTENSION ("Amendment") is made and entered into by and between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal corporation organized under.the laws of the State of Texas, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and STATE OF TEXAS acting by and through the TEXAS MILITARY DEPARTMENT ("Lessee"). In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: WHEREAS, on July 1, 1989, the City and Texas National Guard Armory Board entered in to a lease for 83 acres of land also known as 8111 Shoreview Drive, Fort Worth, TX, 76108 for a fifty (50) year term with an option to extend for an additional twenty-five (25) years, recorded in Instrument Number D189111136 of the Official Public Records of Tarrant County, Texas (the "Lease"). WHEREAS, Lessee has requested said twenty-five (25) year option be exercised to extend the lease term to qualify for military funding to construct a new vehicle maintenance shop on the premises as set forth in Section 1 of the Lease ("Premises"), and Lessor has agreed to exercise the twenty-five (25) year option to extend the term of the Lease to August 2, 2064. WHEREAS, the parties have also agreed to amend the Lease to add certain provisions required by Lessor. NOW THEREFORE, in consideration of the premises contained herein and in the Lease and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as follows: 1. Renewal of Term. The option to renew the Lease is hereby exercised and the parties agree that the renewal term shall begin on August 3, 2039 and shall continue through its expiration on August 2, 2064, unless otherwise terminated. 2. Construction and Improvements. All plans for improvements on the premises or changes to the terrain shall be submitted to Property Management Department Director for its written approval before beginning such improvements or changes and all construction work shall comply with the City Building Code. Lessee further agrees that it will comply with the ordinances and regulations of the City and with the laws of the State of Texas and of the United States of America applicable to the use of said Dremises. TMD—Shoreview—83 acres OFFICIAL RECORD Ground Lease Pace 1 of CITY SECRETARY FT. WORTH,TX 3. Utilities. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically- operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes of the City of Fort Worth ("Codes"), as they exist or may hereafter be amended. 4. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, all maintenance of and repairs to all improvements on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. 5. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes shall comply with all ADA requirements. 6. Landlord Inspections. Lessor shall have the right and privilege,through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least four (4) hours' notice prior to any inspection. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal state or local laws, rules or regulations. TMD—Shoreview—83 acres Ground Lease Page 2 of 9 7. Fire Marshal Inspections. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. Signs. Lessee may, at its sole expense and with the prior written approval of the Property Management Director, install and maintain signs on Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs. Lessee shall maintain all such signs in a safe, neat, slightly and physically good condition. 10. Rights and Reservations of Lessor. Lessor hereby retains the following rights and reservations: Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly-owned property for the provision of utility services. 11. Independent Contractor. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. TMD—Shoreview—83 acres Ground Lease Page 3 of 9 12. Indemnification. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE PERMISE UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 13. TERMINATION. 13.1 Lessor Right to Termination. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 13.1.1 Failure by Lessee to Pay Rent, Fees or Other Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 13.1.2 Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty(30) calendar days following receipt of such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately, unless such breach or default is not susceptible to cure within thirty (30) calendar days, in which event Lessee shall have such additional time to effect a cure as determined by Lessor. 13.1.3 Abandonment or Non-Use of the Premises. Lessee's abandonment or non- use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor, unless such non-use is caused by Force Majeure, as set forth in Section 26 below. TMD—Shoreview—83 acres Ground Lease Page 4 of 9 13.2 Lessee's Financial Obligations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 13.1 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 13.3 Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within thirty (30) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder 14. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand-delivered to the other party at such addresses listed below, or at such other addresses as the receiving party designates by proper notice to the sending party, or (ii) three (3) days after being deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: To LESSEE: City of Fort Worth Texas Military Department Property Management Department ATTN: Real Property, Bldg 37 200 Texas Street 2200 West 35th Street Fort Worth,TX 76102 Austin,TX 78703 With a copy to: City Attorney 200 Texas Street Fort Worth, TX 76102 15. ASSIGNMENT AND SUBLETTING. 15.1 In General. Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent ofLessor. 15.2 Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall TMD—Shoreview—83 acres Ground Lease Page 5 of 9 apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 16. LIENS BYLESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 17. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 18. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee 'immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations, and minimum standards of Lessor; all rules and regulations and minimum standards established by the Director; and all rules and regulations and minimum standards adopted by the City Council pertaining to the conduct required at property owned and operated by the City, as such laws, ordinances, rules and regulations, and minimum standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in accordance with Section 14 above of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 19. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. TMD—Shoreview—83 acres Ground Lease Page 6 of 9 Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21,Non-Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless 20. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. 21. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 22. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 23. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Travis County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 24. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys' fees. 25. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 26. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. TMD—Shoreview—83 acres Ground Lease Page 7 of 9 27. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor iN�WITNESS HEREOF,the parties hereto have executed this Lease in multiples on this the /�lhday of , 2019. CITY OF FORT WORTH Tqa LITAR EPARTMENT of By: 4�i / �/- B Jesus J. Chapa o Davis, COL Assistant City Mana�gef-;I -r � w Director, Construction, Facilities '�� and Management Office ATTEST: '- ' v; &C: L- 16goo City Secr y t%y. ...... � .r �295: APPRO ED AST ORM AND LEGALITY r By: Assistant City Att ney OFFICIAL RECORD TMD—Shoreview—83 acres Ground lease CITY SECRETARY Page 8 of FT. WORTH,TX STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Jesus J. Chapa, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. Given under my hand and seal of office this the�'�day of , 2019. �+`•''"��`•�• MARIAS.SANCHEZ My Notary ID#2256490 o Public in and for Expires December 191 2021 The State of TEXAS STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Colonel John L. Davis, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed on behalf of the Texas Military Department for the purposes and consideration therein expressed. Given under my hand and seal of office this the day of o l , 2019. �iti4.rwnw. JO ROVELLO JONES �,_Notary Public,State of Texas N t y Public in and for _'�°•j ,Z' Comm.Expires 0746-2020 The-State of TEXAS �•: •.. 0��„,at Notary ID 4@75601 OFFICIAL RECORD �p Ground Lease TMD—Shoreview—83 acres CITY SECRETARY FT WORTH,TX Page 9 of 9 City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name of Vmployee Title OFFICIAL I'1ECk:kv 3 CITY SECRE1 FT. WORTK_ s 4/10/2019 M&C-Council Agenda City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 312612019 DATE: Tuesday, March 26, 2019 REFERENCE NO.: **L-16200 LOG NAME: 21TEXAS MILITARY DEPARTMENT LEASE AMENDMENT SUBJECT: Authorize Execution of an Amendment to Lease Agreement with the Texas Military Department, Formerly known as the Texas National Guard Armory Board, for Property Located at 8101 and 8111 Shoreline Drive in the Amount of$160.00 Per Year to Exercise Early Renewal of the Twenty-Five Year Option and Add One Additional Twenty-Five-Year Renewal (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Amendment to the lease agreement with the Texas Military Department, formerly known as the Texas National Guard Amory Board, for property located at 8101 and 8111 Shoreline Drive in the amount of$160.00 per year to exercise the early renewal option of twenty-five years and to add one additional twenty-five-year renewal. DISCUSSION: In 1948, the City of Fort Worth leased to the Texas National Guard Armory Board approximately 83 acres of land known as 8101 Shoreview Drive for a fifty year term. On June 7, 1989, a lease extension was executed between the City and the Texas National Guard Armory Board, effective on August 3, 1989 and ending on August 2, 2039 with one 25-year renewal option at a cost of$160.00 per year. The lease is recorded as Volume 09642, Page 2265 of the Tarrant County Deed Records. Texas Military Department, as the Texas National Guard Armory Board is now named, has requested to exercise the twenty-five year renewal option now instead of waiting until 2039. This Mayor and Council Communication provides for approval of early renewal of the twenty-five year option, with an effective upon execution in 2019 and ending on 2044, plus one additional twenty-five year automatic renewal, unless the lease is terminated earlier by either party. The cost of lease will continue at $160.00 per year. Approval of the early renewal will allow the Texas Military Department to acquire funding for construction of improvements that will include a new vehicle maintenance shop on the property. Construction is expected to start in 2021, with completion anticipated in 2023. The subject property is located in COUNCIL DISTRICT 7. This contract will be with a governmental entity, state agency or public institution of higher education: Texas Military Department. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that Property Management Department is responsible for the collection and deposit of funds due the City under this Agreement. FUND IDENTIFIERS (FIDs): TO �Fu_nd[Dbepartment ccoun Project Program ctivity Budget Reference # Amount I I ID Year (Chartfield 2) apps.cfwnet.org/ecouncil/printmc.asp?id=26836&print=true&DocType=Print 112 4/10/2019 M&C-Council Agenda FROM Fund Department ccoun Project Program ctivity Budget Reference # Amount ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by_ Jay Chapa (5804) Originating Department Head: Roger Venables (6334) Additional Information Contact: Ricky Salazar (8053) ATTACHMENTS 1. 8101 Shoreview Dr.pdf (Public) 2. MC FID Template -TMD.pdf (CFW Internal) apps.cfwnet.org/ecouncil/printmc.asp?id=26836&print=true&DocType=Print 2/2