11-107 License Agreement, Bay Area Quality Management District, Monta Vista Park 22601 Voss Avenue BAY AREA AIR QUALITY MANAGEMENT DISTRICT
LICENSE AGREEMENT
1. PARTIES — The parties to this Agreement are the Bay Area Air Quality Management District
(referred to herein as "DISTRICT ") whose address is 939 Ellis Street, San Francisco, CA 94109, and
City of Cupertino (referred to herein as "LICENSOR ") whose address is 10300 Torre Ave.,
Cupertino, CA, 95014.
2. RECITALS
A. DISTRICT is the local agency with primary responsibility for regulating stationary source air
pollution in the Bay Area Air Quality Management District in the State of California.
DISTRICT is authorized to enter into this Agreement under California Health and Safety Code
Section 40701.
B. LICENSOR owns real property located at Monta Vista Park, 22601 Voss Ave., Cupertino, CA
95014 (referred to herein as "the site "), and DISTRICT desires to operate air quality monitoring
equipment at the site.
C. LICENSOR desires to grant to DISTRICT a license to operate equipment at the site on the terms
and conditions contained in this agreement.
D. All parties to this agreement have had the opportunity to have this agreement reviewed by their
attorney.
3. GRANT OF LICENSE — LICENSOR hereby grants to DISTRICT the right and privilege to install,
operate, and maintain air quality monitoring equipment at the site. DISTRICT may modify the site as
may be necessary to accommodate the equipment, including installation of electrical circuits, a
telephone line, and additional security measures, all at DISTRICT's expense.
4. DURATION OF LICENSE — This Agreement shall become effective upon execution by both parties
and shall continue in full force and effect thereafter until it is terminated by 60 days written notice
from either party to the other.
5. PAYMENT - DISTRICT will arrange and pay for installation of any additional electrical circuits
needed and for installation of a telephone line. DISTRICT shall pay LICENSOR the estimated cost
of electricity used by DISTRICT at the site, if such costs are billed to LICENSOR. DISTRICT shall
directly pay for the cost of telephone service.
6. INDEMNIFICATION - DISTRICT agrees to indemnify and hold harmless LICENSOR from any and
all claims of damage to property or injury of any kind to LICENSOR resulting from the performance
of this agreement.
7. INSURANCE - DISTRICT carries comprehensive general liability insurance with a combined single
limit of liability for personal injury and property damage of not less than One Million Dollars
($1,000,000) for each occurrence. Upon request, DISTRICT will furnish LICENSOR with a
certificate of insurance showing coverage for this site.
8. OWNERSHIP OF EQUIPMENT — It is agreed by the parties that the air monitoring equipment
installed at the site by DISTRICT shall remain the property of DISTRICT. On termination of this
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Agreement by any means, DISTRICT shall have the right without further notice to LICENSOR to
remove any and all of the air monitoring equipment belonging to DISTRICT and installed at the site.
9. RISK OF DAMAGE TO EQUIPMENT — DISTR[CT assumes the full risk and responsibility for any
loss, destruction, or damage occurring to the air monitoring equipment, except to the extent that such
loss, destruction, or damage may be attributable to LICENSOR..
10. NOTICES - All notices that are required under this Agreement shall be provided in the manner set
forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the
person listed below, or to such other person or persons as may hereafter be designated by that party
in writing. Notice shall be in writing sent by e -mail, facsimile, or regular first class mail. In the case
of e -mail and facsimile communications, valid notice shall be deemed to have been delivered upon
sending, provided the sender obtained an electronic confirmation of delivery. E -mail and facsimile
communications shall be deemed to have been received on the date of such transmission, provided
such date was a business day and delivered prior lo 4:00 p.m. PST. Otherwise, receipt of e -mail and
facsimile communications shall be deemed to have occurred on the following business day. In the
case of regular mail notice, notice shall be deemed to have been delivered on the mailing date and
received five (5) business days after the date of mailing.
DISTRICT: Bay Area Air Quality Management District
939 Ellis Street
San Francisco, CA 9L -109
Attn: Satnam Hundel
LICENSOR: City Of Cupertino
10300 Torre Ave.,
Cupertino, CA, 95014
Attn: City Manager, David Knapp
11. ACCESS - LICENSOR agrees to provide DISTRICT with a means to gain entrance to the site at all
times during the term of this agreement to inspect, maintain, and repair the equipment.
12. RESTORATION OF PROPERTY - Within ninety days (90) days of vacating the property,
DISTRICT agrees to restore the property to as good a condition as existed at the commencement of
this agreement or to the satisfaction of LICENSOR, whichever is least costly.
13. ASSIGNMENT — The rights granted hereby may not be assigned, sold, licensed, or otherwise
transferred by either party without the prior written consent of the other, and any attempt by either
party to do so shall be void upon inception.
14. ATTORNEYS' FEES — In the event any action is filed in connection with the enforcement or
interpretation of this Agreement, each party shall bear its own attorneys' fees and costs.
15. DUPLICATE EXECUTION — This Agreement is executed in duplicate. Each signed copy shall have
the force and effect of an original.
16. GOVERNING LAW - Any dispute that arises under or relates to this Agreement shall be governed
by California law, excluding any laws that direct the application to another jurisdiction's laws.
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17. ENTIRE AGREEMENT AND MODIFICATION - This Agreement represents the final, complete,
and exclusive statement of the agreement between the parties and supersedes all prior and
contemporaneous understandings and agreements of the parties. No party has been induced to enter
into this Agreement by, nor is any party relying upon, any representation or warranty outside those
expressly set forth herein. This Agreement may only be amended by mutual agreement of the parties
in writing and signed by both parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed
on their behalf by their authorized representatives.
BAY AREA AIR QUALITY City of Cupertino
MANAGEMENT DISTRICT
D :i j.9 ,3 (.A. L ....1/4...610
By: - ;;= 1 v Ga..�_, „LA. By:
Fop ac L Broad. - David Knapp
E , e tive 0 -PCO City Manager
Date: 47 /1/11 Date: e3 . ZS' J I
Approved as to form:
District Counsel
B y'
g . BJ By: '/ , i',..,„„ / I ''a✓)
Brian C. unger arol Korade
District Co el City Attorney
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