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11-020 Amendment #2 License Agreement, Prometheus Real Estate Group, Cupertino City Center Buildings, Tower Radio1 pa-1412004 SECOND AMENDMENT TO THE LICENSE AGREEMENT BETWEEN CUPERTINO CITY CENTER BUILDINGS AND THE CITY OF CUPERTINO TO EXTEND THE LICENSE FOR COMMUNICATIONS EQUIPMENT This SECOND AMENDMENT ("Amendment Agreement") is made and entered into as of the 27th of September, 2021 ("Effective Date") by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership ("Licensor"), and the CITY OF CUPERTINO, a municipal corporation ("Licensee"). RECITALS 1. Licensor is the owner of the real property located at 20400 Stevens Creek Boulevard, Cupertino, California (the "Project") including, without limitation the building located thereon ("the Building"). 2. Licensor and Licensee amended their original LICENSE AGREEMENT, dated September 1, 2016 in order to extend the term an additional five (5) years to a new end date of February 21,2021 upon the same terms and conditions of the original agreement. 3. Licensor and Licensee desire to amend their LICENSE AGREEMENT, dated February 21, 2021 ("Agreement") in order to extend it for an additional five (5) years to a new end date of February 21, 2026 upon the same terms and conditions as the original Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Paragraph 1 (a) of the Agreement "Term" shall have a last sentence added to it to read as follows: The term of this Agreement shall be extended from the amended License Termination Date of February 21, 2021 to the new License Termination Date of February 21, 2026 upon the same terms and conditions of the original Agreement. 2. The Rent, listed under paragraph 2 of the Agreement shall remain a monthly rent in the amount of Fifty Dollars ($50.00), which may be paid in one annual payment of $600.00 payable in advance. 3. Paragraph 8 of the Agreement, regarding notice is hereby updated as follows: 2 pa-1412004 Licensee: City of Cupertino Attn: Public Works Department 10300 Torre Avenue Cupertino, CA 95014 Email: PublicWorks_Admins@Cupertino.org Telephone: 408-777-3364 With a concurrent copy to: City of Cupertino Attn: City Clerk 10300 Torre Avenue Cupertino, CA 95014 Telephone: 408-777-3200 Licensor: c/o Prometheus Real Estate Group, Inc. 1900 South Norfolk Street, Suite 150 San Mateo, CA 94403 Attn: CFO Telephone No.: (650) 931-3400 Fax No.: (650) 931-3400 With a concurrent copy to: c/o Prometheus Real Estate Group, Inc. 1900 South Norfolk Street, Suite 150 San Mateo, CA 94403 Attn: SVP, Portfolio Management Telephone No.: (650) 931-3400 Fax No.: (650) 931-3400 And with a concurrent copy to: Project Management Office 20400 Stevens Creek Boulevard, Suite 130 Cupertino, CA 95014 Attn: Property Manager Telephone No.: (408) 873-0121 Fax No.: (408) 873-0122 All other terms and conditions of the Agreement are unchanged and remain in force and effect. This First Amendment to the Agreement shall be effective as of the Effective Date above. 3 pa-1412004 LICENSOR CUPERTINO CITY CENTER BUILDINGS, a California limited partnership By: PROM XX, INC., a California corporation, its general partner By:PROMETHEUS REAL ESTATE GROUP, INC., a California corporation, Agent for Licensor By: Title: LICENSEE: City of Cupertino By: Greg Larsen Interim City Manager Approved as to form: By: Christopher Jensen City Attorney Attest: By: Kirsten Squarcia City Clerk Amendment #2 to Agreement Vice President Christopher D. Jensen FIRST AMENDMENT TO THE LICENSE AGREEMENT BETWEEN CUPERTINO CITY CENTER BUILDINGS AND THE CITY OF CUPERTINO TO EXTEND THE LICENSE FOR COMMUNICATIONS EQUIPMENT This FIRST AMENDMENT (" Amendment Agreement") is made and entered t into as of the f of September, 2016 ("Effective Date") by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership ("Licensor"), and the CITY OF CUPERTINO, a municipal corporation ("Licensee"). RECITALS 1. Licensor is the owner of the real property located at 20400 Stevens Creek Boulevard, Cupertino, California (the "Project") including, without limitation the building located thereon ("the Building"). 2. Licensor and Licensee desire to amend their original LICENSE AGREEMENT, dated February 21, 2011 (" Agreement") in order to extend it for an additional five (5) years with the same terms and conditions as the original Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Paragraph 1 (a) of the Agreement "Term" shall have a last sentence added to it to read as follows: The term of this Agreement shall be extended from the original License Termination Date of February 21, 2016 to the new License Termination Date of February 21, 2021 upon the same terms and conditions of the original Agreement. 2. The Rent, listed under paragraph 2 of the Agreement shall remain a monthly rent in the amount of Fifty Dollars ($50.00), which may be paid in one annual payment of $600.00 payable in advance. 3. Paragraph 8 of the Agreement, regarding notice is hereby updated as follows: Licensee: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Grace Schmidt, City Clerk Page 1 Telephone: 408-777-3200 With a concurrent copy to: City of Cupertino Department of Public Works Attn: Roger Lee 10300 Torre Avenue Cupertino, CA 95014 Licensor: c/o Prometheus Real Estate Group, Inc. 1900 South Norfolk Street, Suite 150 San Mateo, CA 94403 Attn: CFO Telephone No.: (650) 931-3400 Fax No.: (650) 931-3400 With a concurrent copy to: c/o Prometheus Real Estate Group, Inc. 1900 South Norfolk Street, Suite 150 San Mateo, CA 94403 Attn: SVP, Portfolio Management Telephone No.: (650) 931-3400 Fax No.: (650) 931-3400 And with a concurrent copy to: Project Management Office 20400 Stevens Creek Boulevard, Suite 130 Cupertino, CA 95014 Attn: Property Manager Telephone No.: (408) 873-0121 Fax No.: (408) 873-0122 All other terms and conditions of the Agreement are unchanged and remain in force and effect. This First Amendment to the Agreement shall be effective as of the Effective Date above. LICENSOR: Page 2 CUPERTINO CITY CENTER BUILDINGS, a California limited partnership By: PROM XX, INC., a California corporation, its general partner By: PROMETHEUS REAL ESTATE GROUP, INC., a California corporation, Agent for Licensor By: <{/ =--z-._~ ~ :::::::::: .. Title: 5-t:? //4/ ~ ~~ LICENSEE: ;~7(/;::;_ino (Vl/ David Brandt City Manager Approved as to form: ·vc L -By: ~,,-b~Ll~---- Randolph Horn City Attorney Am endment to A greem ent for C upertin o CARES ARK Net 7-6-16 Page 3 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement ") is made and entered into as of the el . • s day of 2014 (the "Effective Date "), by and between CUPERTINO CITY CENTER BUILDINGS, a California mited partnership ( "Licensor "), and the CITY CF CUPERTINO, a municipal corporation ( "Licensee "). RECITALS: A.Licensor is the owner of the real property located at 20400 Stevens Creek Boulevard, Cupertino, California (the "Project "), including, without limitation, the building located thereon (the "Building "). B.Licensor and Licensee desire to enter into this Agreement to provide for the grant by Licensor to Licensee of a revocable, non - exclusive temporary license for the use of a portion of the Building roof for the limited purpose of installation, operation, maintenance, repair and removal of the "Communications Equipment" (as hereinafter defined), all as more particularly provided in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1.a)Licensee is hereby granted a non - exclusive license (the "License ") during the period (the Term ") commencing on the Effective Date and expiring on the date that is five (5) years after the Effective Date the "License Termination Date "), at Licensee's sole cost and expense, to install within an area on the roof of the Building reasonably designated by Licensor, for Licensee's own use, such emergency communication equipment the "Communications Equipment "), which Communications Equipment shall be of such size, weight and quantity, and at such location as is reasonably approved by Licensor and Licensor's structural engineer. Licensee shall reimburse Licensor for the reasonable fees of Licensor's structural engineer incurred in evaluating Licensee's plans for installation of the Communications Equipment and any modifications thereto, within thirty (30) days following submission by Licensor to Licensee of invoices therefor. This Agreement may be extended in increments of five (5) years upon mutually acceptable terms and conditions and w:.th the mutual consent of the parties, all as determined in the parties' respective sole and absolute discretion. b)The installation, maintenance, repair, operation and removal (as hereinafter provided) of such Communications Equipment shall be completed in a good and workmanlike manner and in conformity with (i) plans and specifications therefor (the "Communications Equipment Plans ") showing matters including, without limitation, equipment size, location, weight and composition, and Licensee's plan for assembly, installation, maintenance and removal of such equipment, which Communications Equipment Plans shall be subject to Licensor's prior written approval, which approval shall not be unreasonably withheld or delayed, and (ii) all applicable federal, state and local governmental laws, rubs, regulations, ordinances, requirements and/or orders collectively, "Applicable Laws "), including, without limitation, Licensee's obtaining and keeping in force any necessary governmental permits or approvals for the operation of such Communications Equipment. Notwithstanding anything to the contrary contained herein, the supporting structures for such Communications Equipment shall not penetrate the Building roof. At Licensor's option, all work of installation, maintenance, repair and other work affecting the roof in connection with the Communications Equipment shall be performed, at Licensee's sole cost and expense, by Licensor or by Licenser's designated roof contractor. Licensee shall, at its sole cost and expense, install screening of such Communications Equipment to prevent visibility from the street level, as Licensor may reasonably require, and any other screening of such Communications Equipment as may be required by Applicable Laws. Licensee shall not be permitted to access the roof except when previously scheduled with Licensor or upon receipt of prior written approval from Licensor (which approval shall not be unreasonably withheld or delayed). c)The Communications Equipment shall not disturb or interfere with any other communications equipment and/or uses which are located on the Building roof or elsewhere within the Project from time to time, and, if applicable, the Communications Equipment shall comply with all non - interference rules of the Federal Communications Commission. Anything to the contrary contained herein notwithstanding, if, during the Term, Licensor, in its reasonable judgment, believes that any of the Communications Equipment poses a human health or environmental hazard, and such situation cannot be remediated or has not been remediated within five (5) 1 A . pa- 1412004 days after Licensee has been notified thereof, then Licensee shall immediately cease all operations of the applicable Communications Equipment until such situation is remedied. d) Licensee shall be solely responsible for any liability, cost, claim, expense (including, without limitation, reasonable attorneys' fees) and/or damage to the Building and/or the Project resulting from Licensee's installation, maintenance, operation, use, presence or removal of such Communications Equipment. Licensee shall, at all times during the Term, pay to Licensor within thirty (30) days following demand therefor accompanied by reasonable evidence of such charges, all increased real estate taxes, insurance premiums or other charges which may be incurred by or charged to Licensor as a result of the installation, operation, maintenance and/or removal of the Communications Equipment. Licensee shall pay all costs and expenses of operation of the Communications Equipment, including, without limitation, my necessary utility services therefor. Licensee shall be entirely responsible for all maintenance of and repairs to the Communications Equipment so that at all times the Communications Equipment is in good condition and repair e)Licensee shall to the fullest extent permitted by law, indemnify, defend with counsel reasonably acceptable to Licensor, and hold harmless Licensor and its employees, agents, partners, members, officers, directors and shareholders from and against any and all claims, damages, losses, liabilities, actions, penalties, judgments, and costs and/or expenses (including, without limitation, attorney's fees and costs) collectively, "Claims "), including, without limitation, Claims for property damage or personal injury (including, without limitation, death), arising out of (i) Licensee's use of the Project or any part thereof, or any act or negligence or other thing done in or about the Project by Licensee or Licensee's employees, agents, contractors or invitees including, without limitation, the installation, use, operation, maintenance, replacement and/or removal of the Communications Equipment or any portion thereof), or (ii) any breach or default in the performance of any obligation to be performed by Licensee under the terms of this Agreement. In addition, if by reason of any act or omission of Licensee or Licensee's employees, agents, contractors or invitees, Licensor is made a party defendant to any litigation, Licensee shall indemnify, hold harmless and defend with counsel acceptable to Licensor from and against any and all Claims incurred by (or threatened against) Licensor as a party defendant, including without limitation all damages, costs and expenses ( including, without limitation attorney's fees and expenses). The obligations of Licensee under this subsection (e) shall survive the termination of this Agreement and shall continue in effect until any or all Claims indemnified against are fully and finally barred by the applicable statue of limitations. f)Licensee as a material part of the consideration to Licensor hereby assumes all risk of damage or loss to property or injury or death to person in, upon or about all portion of the Project from any cause, except to the extent caused by the gross negligence or willful misconduct of Licensor and not covered by the insurance required to be maintained by Licensee pursuant to this Agreement (or which would not have been so covered had Licensee maintained the insurance required to be maintained by Licensee pursuant to this Agreement). Except to the extent caused by the gross negligence or willful misconduct of Licensor and not covered by the insurance required to be maintained by Licensee pursuant to this Agreement (r which would not have been so covered had Licensee maintained the insurance required to be maintained by Licensee pursuant to this Agreement), Licensor shall not be liable for any damage or loss to property occurring on or about the Project nor for loss or damage to any property by theft or otherwise, nor for any injury or death or damage of loss to persons or property resulting from any accident, casualty or conditions occurring in or about any portion of the Project, or to any equipment, appliances or fixtures therein, or from any other cause whatsoever. Licensee shall give prompt written notice to Licensor in case of fire or accidents on the Project. The obligations of Licensee under this subsection (f) shall survive the termination of this Agreement and shall continue in effect until any or all Claims indemnified against are fully and finally barred by the applicable statue of limitations. g)Licensor acknowledges that Licensee is self - insured. Licensee shall, during the term of this Agreement, maintain the equivalent of a policy of commercial general liability insurance, including the broad form endorsement, insuring against any liability arising out of the exercise of the rights granted to Licensee under the License. Such insurance shall provide combined single limit liability coverage of not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury or death, personal injury and property damage. Such insurance shall include Licensor and the beneficiary under any deed of trust encumbering the Project each as an additional insured, and shall provide that each such additional insured may recover for any loss suffered by it by reason of the negligence of Licensee or Licensee's employees, agents, contractors or invitees. All such insurance 2 pa- 1412004 Vi I shall specifically insure Licensee's performance of the indemnity and hold harmless agreements contained in subsection (e) above although Licensee's obligations pursuant to subsection (e) above shall not be limited to the amount of any insurance required of or carried by Licensee under this Agreement and Licensee is responsible for ensuring that the amount of liability insurance carried by Licensee is sufficient for Licensee's purposes. Licensee may carry said insurance under blanket policy so long as the coverage afforded thereunder is not diminished thereby. Any insurance required to be maintained by Licensee hereunder shall be in companies rated A; X or better in the most recently published "Bests Insurance Guides." Prior to installation of any Communications Equipment, Licensee shall deliver to Licensor copies of the policies of insurance required to be kept by Licensee hereunder, or certificates evidencing the existence and amount of such insurance, with evidence satisfactory to Licensor of payment of premiums. No policy shall be cancelable or ;ubject to reduction of coverage except after thirty (30) days prior written notice to Licensor. h)Licensee shall keep the Project free from any and all mechanics, materialmen's and other liens, and claims thereof, arising out of the use of the Project. Licensor shall have the right, at all times, to post and keep posted on the Project, any notices permitted or required by law, or which Licensor shall deem proper, for the protection of Licensor, from mechanics and materialmen' s liens, including without a limitation a notice of non - responsibility. Should any claims of lien relating to use of the Project by Licensee be filed against, or any action be commenced affecting the Project or Licensor, Licensee shall give Licensor notice of such lien or action within three 3) days after it receives notice of the filing of the lien or th.. commencement of action. If Licensee does not, within ten (10) days following the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond, then Licensor shall have, in additi on to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including by payment of the claim giving rise to such lien or by posting a proper bond, or by requiring Licensee to post for Licensor's benefit a bond, surety, or cash amount equal to one hundred fifty percent (150 %) of the amount of lien and sufficient to release the Project from the lien. All sum. paid by Licensor pursuant to this subsection (h) and all expenses incurred by it in connection therewith including attorney's fees and costs shall be payable to Licensor by Licensee on demand. e)Upon the expiration of the Term. Licensee shall remove the Communications Equipment and restore that portion of the Building and Project, including, without limitation, the Building roof, affected by the Communications Equipment, to the same condition as existed prior to such installation, subject to reasonable wear and tear, all at Licensee's sole cost and expense. In the event Licensee fails to so remove the Communications Equipment and restore the affected portions of the Building by the expiration of the Term, Licensor may, at its option and at Licensee's sole cost and expense, remove and store and/or dispose of the Communications Equipment and restore the affected portions of the Building and Project, in which event all amounts paid or incurred by Licensor in connection therewith shall be paid by Licensee to Licensor within ten (10) days following Licensor's submission to Licensee of reasonable evidence of the amour.t of such costs. f)Licensor makes no representation or warranty regarding the feasibility of the installation, operation, maintenance or removal of the Communications Equipment. In no event shall the installation, operation, maintenance or removal of the Communications Equipment in any manner adversely affect any warranty in effect with respect to any portion of the Project. No use of the Building roof or other portions of the Project may be made pursuant to this Agreement other than as expressly stated in this Agreem w.4_ AA 0 . 7 ., E 3 0 : . pc_ wJ a...a512.In consideration of the grant of the License censee hal a monthly rent in the amount of r;Fifty Dollars ($50.00) ( "Rent "), which amount shall be able monthly in advance on or before the first day of each calendar month during the Term. Rent for any nod during the Term which is for less than one (1) month shall be prorated based upon a thirty (30) day month. ent and all other amounts owing to Licensor pursuant to this shall be paid to Licensor in lawful money of the United Stales of America which shall be legal tender at the time of payment, at the office of the Project, or to such other person or at such other place as Licensor may from time to time designate in writing. 3.This Agreement shall automatically be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting any portion of the Project and to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount or amounts whatsoever now or hereafter placed on or against R C1' pa- 1412004 3 any portion of the Project, or on or against Licensor's interest or estate therein, or on or against any ground or underlying lease, without the necessity of the execution and delivery of any further instruments on the part of Licensee to effectuate such subordination. Licensee covenants and agrees to execute and deliver upon demand and without charge therefor, such further instruments evidencing the subordination of this Agreement to such ground or underlying leases and/or to the lien of any such mortgages or deeds of trusts as may be required by Licensor or a lender making a loan affecting the Project; provided that such mortgagee or beneficiary under such mortgage or deed of trust or lessor under such ground or underlying lease agrees in writing that so long as Lessee is not in default under this Agreement, this Agreement shall not be terminated in the event of any foreclosure or termination of any ground or underlying lease. If any mortgagee, beneficiary or lessor elects to have this Agreement prior to the lien of its mortgage, deed of trust or lease, and shall give written notice thereof to Licensee, this Agreement shall be deemed prior to such mortgage, deed of trust or lease, whether this Agreement is dated prior or subsequent to the date of said mortgage, deed of trust, or lease or the date of the recording thereof. If any proceedings are brought to terminate any ground or underlying leases or for foreclosure, or upon the exercise of the power of sale, under any mortgage or deed of trust covering any portion of the Project, Licensee shall attorn to the lessor or purchaser upon any such termination, foreclosure or sale and recognize such lessor or purchaser as the Licensor under this Agreement. So long as Licensee is not in default under this Agreement and attorns as required above, this Agreement shall remain in full force and effect for the fu :1 term hereof after any such termination, foreclosure or sale. 4.Upon a sale or conveyance by Licensor of Licensor's interest in the Building, other than a transfer for security purposes only, the Licensor herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be relieved, from and after the date of such transfer, of all obligations and liabilities accruing thereafter on the part of Licensor. Following such sale o:- conveyance by Licensor or the then grantor, Licensee agrees to look solely to the responsibility of the successor -in- interest of Licensor in and to this Agreement. This Agreement shall not be affected by any such sale or conveyance and Licensor agrees to attorn to the purchaser or assignee. 5.In the event any party to this Agreement shall institute any action or proceeding against the other party relating to this Agreement, the unsuccessful party in such action or proceeding shall reimburse the successful party for its disbursements incurred in connection therewith and for its reasonable attorneys' fees and costs as fixed by the court. In addition to the foregoing award of attorneys' fees to the successful party, the successful party in any lawsuit on this Agreement shall be entitled to its attorneys' fees and costs incurred in any post judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 6.Licensee agrees that this Agreement shall not be assignable and Licensee shall not assign this Agreement or grant a license or sublicense regarding the Project or any portion thereof without the prior written consent of Licensor which consent may be granted or withheld in Licensor's sole and absolute discretion. 7.The occurrence of any of the following shall constitute an "Event of Default" by Licensee (i) failure to pay the Rent or any other sum due by Licensee under this Agreement within five (5) days of the due date; and (ii) failure to comply with any other provision of this Agreement if such failure to comply is not cured within ten (10) days after delivery of written notice by Licensor to Licensee (however, Licensee shall not be in default under subclause (ii) above if such failure cannot be cured within such ten (10) day period, but Licensee promptly commences to cure such noncompliance and diligently procaeds in good faith to cure same after receiving written notice of such default). If an Event of Default has occurred, Licensor may (with or without further notice) terminate Licensee's right of possession of the Premises. Any such notice shall not be considered an election to terminate this Agreement unless written notice of such intention to terminate is given to Licensee by Licensor. Repossession may be by voluntary agreement or by eviction. Commencement of an eviction lawsuit shall not preclude the exercise by Licensor of any other remedies available under this Agreement, at law or in equity. Licensor may terminate this Agreement (as contrasted to termination of possession rights only) upon an Event of Default by Licensee or at any time after Licensor's lawful reentry or repossession following an Event of Default by Licensee, by Licensor's giving written notice of termination pursuant to this Agreement to Licensee. In addition to other remedies, Licensor may recover actual damages incurred. 4 pa- 1412004 Aj 8.All notices, consents and demands which may or are to be required or permitted to be given by either party to the other hereunder shall be in writing. All notices, consents and demands by one party to the other shall be personally delivered, sent by overnight courier providing receipt of delivery (such as Federal Express) or sent by United States Certified Mail, postage prepaid return receipt requested, addressed to the address specified below, or to such other person or place as a party may from time to time designate in a notice to the other party pursuant to this Section. Notices sent by overnight courier shall be deemed delivered upon the next business day following deposit with such overnight courier for next business day delivery. Mailed notices shall be deemed delivered two (2) business days after deposit in the United States mail as required by this Section. Unless and until changed pursuant hereto, each party's address for receipt of notices is as follows: If to Licensee:If to Licensor: City of Cupertino c/o Prometheus Real Estate Group, Inc. 10300 Torre Avenue 1900 South Norfolk Street, Suite 150 Cupertino, CA 95014 San Mateo, CA 94403 Attn: Kim Smith, City Clerk Attn: Executive Vice President Telephone No.: 408 - 777 -3200 Telephone No.: (650) 931 -3400 Fax No.: (650) 931 -3600 with a concurrent copy to:with a concurrent copy to: City of Cupertino o Prometheus Real Estate Group, Inc. Dept of Public Works 1900 South Norfolk Street, Suite 150 Attn: Roger Lee San Mateo, CA 94403 10300 Torre Avenue Attn: Brett Miles Cupertino, CA 95014 Telephone No.: (650) 931 -3413 Fax No.: (650) 931 -3613 and with a concurrent copy to the Project Management Office at: 20400 Stevens Creek Boulevard, Suite 245 Cupertino, California 95014 Attn: Property Manager Telephone No.: (408) 873 -0121 Fax No.: (408) 873 -0122 9.Any provision of this Agreement which p :-oyes to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this Agreement and all such other provisions shall remain in full force and effect. 10. This Agreement shall be governed by the laws of the state of California, with jurisdiction and venue to be in the county where the Project is located. 11. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but any number of which shall be deemed to De one and the same instrument. Signatures on following page] pa- 1412004 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. LICENSOR:LICENSEE: CUPERTINO CITY CENTER BUILDINGS,CITY OF CUPERTINO, a California limited partnership a municipal corp ration By: PROM XX, INC.,By: DC() c3 a California corporation, its general partner Dave Knapp: By: PROMETHEUS REAL ESTATE GROUP, INC.,Its: City Manager a California corporation, agent for owner ATTEST: K- Print Name: c r _Print Name: i< 1 vYl h e i 11 Mt v Its: / // 1 , , Its City Clerk: By: 676.Approved as to form: Print Name: lIts: Carol Korade City Attorney 6 pa- 1412004 Amend #2 Tower Radio License Agreement Prometheus Real Estate Group Cupertino City Center Building (1) Final Audit Report 2021-10-11 Created:2021-10-07 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAvkAnJ4dThVm0rpaq0trZpVTY01-fI3gH "Amend #2 Tower Radio License Agreement Prometheus Real Estate Group Cupertino City Center Building (1)" History Document created by Julia Kinst (juliak@cupertino.org) 2021-10-07 - 11:22:30 PM GMT- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-10-07 - 11:23:46 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-10-07 - 11:29:36 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Ryan Herrera (ekosmowski@prometheusreg.com) for signature 2021-10-07 - 11:29:38 PM GMT Document shared with Lisa Huntress (lhuntress@prometheusreg.com) 2021-10-07 - 11:34:41 PM GMT- IP address: 216.198.111.214 Document shared with cityclerk@cupertino.org 2021-10-08 - 3:39:22 PM GMT- IP address: 216.198.111.214 Document shared with Roger Lee (rogerl@cupertino.org) 2021-10-08 - 3:41:00 PM GMT- IP address: 216.198.111.214 Document shared with Jimmy Tan, P.E. (jimmyt@cupertino.org) 2021-10-08 - 3:41:01 PM GMT- IP address: 216.198.111.214 Document shared with Ken Tanase (kent@cupertino.org) 2021-10-08 - 3:41:02 PM GMT- IP address: 216.198.111.214 Document shared with Jindy Garfias (jindyg@cupertino.org) 2021-10-08 - 3:41:03 PM GMT- IP address: 216.198.111.214 Document shared with Ty Bloomquist (TyB@cupertino.org) 2021-10-08 - 3:41:05 PM GMT- IP address: 216.198.111.214 Email viewed by Ryan Herrera (ekosmowski@prometheusreg.com) 2021-10-10 - 3:48:24 PM GMT- IP address: 108.251.104.40 Document e-signed by Ryan Herrera (ekosmowski@prometheusreg.com) Signature Date: 2021-10-10 - 3:49:29 PM GMT - Time Source: server- IP address: 108.251.104.40 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-10-10 - 3:49:32 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-10-10 - 3:53:33 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-10-10 - 5:42:34 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Greg Larson (gregl@cupertino.org) for signature 2021-10-10 - 5:42:37 PM GMT Email viewed by Greg Larson (gregl@cupertino.org) 2021-10-11 - 2:38:16 PM GMT- IP address: 104.47.73.254 Document e-signed by Greg Larson (gregl@cupertino.org) Signature Date: 2021-10-11 - 2:38:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-10-11 - 2:38:37 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-10-11 - 3:16:09 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-10-11 - 3:16:17 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-10-11 - 3:16:17 PM GMT