03-051 CTC Funding
LICENSE AGREEMENT
This License Agreement ("Agreement") is made as of ~ , 2003 by and
between CTC FiJNDING LLC, a California limited liability coi pany (the "Licensor"), and the
CITY OF CLTpERTINO, a municipal corporation (the "Licensee").
RECITALS
WHEREAS, the Licensee has temporary need for additional employee parking; and,
WHEREAS, Licensor has available parking spaces that it is willing to license to the Licensee
under the terms and conditions of this License Agreement.
THEREFORE, the Licensee and the Licensor enter into this License Agreement as follows:
DEFINITIONS
"Licensor Parties" as used in this Agreement refers singularly and collectively to Licensor and
the members, managers, officers, directors, shareholders, partners, venturers, trustees, and
ancillary trustees of Licensor and the respective officers, directors, shareholders, members,
managers, employees and any other affiliated entities or agents of these persons or entities.
"Licensee Parties" as used in this Agreement refers singularly and collectively to Licensee and
Licensee's officials, employees, authorized agents and authorized independent contractors.
"Claims" as used in this Agreement means any and all claims, losses, costs, damage, expenses,
liabilities, liens, actions, causes of action (whether in tort or contract, law or equity, or
otherwise), charges, assessments, fines, and penalties of any kind (including consultant and
expert expenses, court costs, and attorney fees actually incurred).
TERMS
1. LICENSE: On the terms, covenants, and conditions of this Agreement, Licensor
hereby grants to Licensee a license ("License") to use up to but not exceeding thirty-five (35)
parking spaces ("Parking Spaces") within the area shown on Exhibit A ("Parking Spaces Area"),
attached hereto and incorporated herein by this reference, of the parking lot ("Parking Lot") of
Licensor's real property commonly known as Cupertino Town Center, located in Cupertino,
California ("Property"). Licensee's use of the Parking Spaces shall be non-exclusive and non-
reserved, and Licensee shall use the Parking Spaces in common with tenants and other occupants
of the Property and other persons or entities that Licensor may permit to use the Parking Spaces.
In connection with its use of the Parking Spaces, Licensee agrees to cooperate with Licensor and
tenants and other occupants of the Property and other persons or entities that Licensor may
permit to use the Parking Spaces. Notwithstanding anything to the contrary in this Agreement,
(a) Licensor specifically reserves the right to change the location, size, configuration, design,
layout, and all other aspects of the Parking Spaces, the Parking Spaces Area and the Parking Lot,
(b) Licensor may close off or restrict access to the Parking Spaces, the Parking Spaces Area, and
License Agreement 4-23-03 1
the Pazking Lot from time to time to facilitate con~~truction, alteration, or improvements, without
incurring any liability to Licensee, and (c) Licensor specifically reserves the right in its
discretion to allocate and assign specific pazk:ing spaces within the Pazk:ing Spaces Area for the
use of Licensee.
2. TERM: The term of the License sl:~all commence as of the date of this Agreement
and shall terminate on the date which is fifteen (1:•) days after the giving by either party hereto to
the other party hereto of written notice of termination of the License. Notice of termination of
the License maybe given by a party hereto for an:~ reason whatsoever.
3. USE OF PARKING SPACES: The Pazk:ing Spaces may be used only for parking
of the personal vehicles of Licensee Parties working at Cupertino City Hall. The Pazking Spaces
cannot be used for any other purpose or purposes without Licensor's prior written consent.
Licensee shall promptly comply with all laws, ordinances, orders, and regulations affecting its
use of the Pazking Spaces. Licensee shall not do ~~r permit anything to be done in or about the
Pazk:ing Spaces, or bring or keep anything in the Parking Spaces, that will in any way increase
any insurance maintained by Licensor covering tYte Property. Licensee will not perform any act
or carry on any practices that may injure other us~:rs of the Pazking Spaces, the Pazk:ing Spaces
Area or the Parking Lot, or be a nuisance or menace to such users or to tenants or other
occupants of the Property. Licensee shall not park, nor shall permit the parking of, cazs, trucks,
trailers or other vehicles, or parts thereof, overni€;ht in the Pazking Spaces. Licensee shall abide
by all rules, regulations and programs prescribed from time to time by Licensor for the orderly
operation and use of the Parking Spaces, the Pazksng Spaces Area and/or the Pazk:ing Lot.
Licensee shall use all reasonable efforts to ensure: that Licensee Parties comply with such rules,
regulations and programs.
4. ALTERATIONS; REPAIRS: Licensee agrees not to make or permit or suffer to
be made any alterations, improvements or additions to the Pazking Spaces or any part thereof.
5. Il~EMNIF'ICATION BY LICEr1SEE: Licensee, at its sole cost and expense,
shall indemnify and hold harmless Licensor Parties against and from any and all Claims arising
from the use of the Parking Spaces by Licensee ]Parties or from any activity, work, or thing done,
permitted or suffered by Licensee Parties in or about the Parking Spaces, and shall further
indemnify and hold harmless Licensor Parties against any and all Claims arising from any breach
or default in the performance of any obligation c-n Licensee's part to be performed under the
terms of this Agreement, or arising from any act, neglect, fault or omission of Licensee Parties,
and from and against all costs, attorneys' fees, e:tpenses and liabilities incurred in connection
with such Claims arising out of this Agreement or any action or proceeding brought thereon. In
case any action or proceeding be brought against Licensor Parties by reason of any such Claims,
Licensee upon notice from Licensor Parties shall defend the same at Licensee's expense by
counsel reasonably satisfactory to Licensor Parties. The obligation of Licensee under this
Paragraph 5 arising by reason of any occurrence; taking place during the term of the License shall
survive the termination of the License.
6. ASSUMPTION OF RISK: Licensee, as a material part of the consideration to
Licensor, hereby assumes all risk of damage to property or injury or death of any Licensee
License Agreement 4-23-03 2
Parties in, on, or about the Parkinge p Licensee hereby wa ves a~claimsPn respe t thereofe
Property from any cause whatsoe
against the Licensor Parties.
7. ASSIGNMENT AND SUBLETTING: Licensee shall not assign the License or
any interest in the License or permit the use of the Parking Spaces by any person or persons other
than Licensee, or sublet the Parking Spaces of any part of the Premises. Any attempted
assignment, grant of permission, or sublease by Licensee shall void this License.
8. BREACH BY LICENSEE: In the event of a breach by Licensee of any of the
terms and conditions of this Agreement, Licensor shall notify Licensee of such breach. If, after
10 days, Licensee has not cured such breach, Licensor shall be entitled to exercise and/or enforce
any and all of its rights and remedies under this Agreement or available to Licensor by operation
of law.
9. ATTORNEYS' FEES: In the event of any legal action or proceeding between the
parties hereto, reasonable attorneys' fees and expenses of the prevailing party in any such action
or proceeding shall be paid by the non-prevailing party.
10. NOTICES: All notices shall be in writing and shall be sufficiently given and
served upon the other party if delivered personally or sent by certified mail, return receipt
requested, postage prepaid, and addressed as follows:
To Licensee, addressed to: 10300 Torre Avenue, Cupertino, CA 95014
To Licensor, addressed to: 20725 Valley Green Drive, Suite 100, Cupertino, CA 95014
or to such other place as a party may from time to time designate by notice to the other party.
11. WAIVER: The waiver by Licensor of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of such term, covenant, or
condition of any subsequent breach of the same or any other term, covenant, or condition herein
contained.
12. INSURANCE: Licensee agrees that insurance maintained by Licensee shall be in
full force and effect as of the first day of the term of the License and throughout the term of the
License and shall provide the following limits and coverages: (a) commercial general liability,
to include broad form property damage, with the following minimum limits: $3,000,000 general
aggregate limit, and $1,000,000 each occurrence limit; and (b) workers' compensation insurance
as required by law and employer's liability insurance with limits of not less than $1,000,000.
The Licensor shall be added as an additional insured on Licensee's liability policy. It is further
agreed that any insurance maintained by Licensor will apply in excess of, and not contribute
with, insurance provided by Licensee. Licensor shall retain the right at any time to review the
coverage, form, and amount of the insurance required of Licensee under this Agreement. If, in
the reasonable opinion of Licensor, the insurance provisions in this Agreement do not provide
adequate protection for Licensor, Licensor may require Licensee to obtain insurance sufficient in
License Agreement 4-23-03 3
coverage, form and amount to provide adequate protection. The procuring of required policy or
policies of insurance shall not be construed to limit Licensee's liability.
13. LIMITATION OF LIABILITY: Fc-r any breach or default by Licensor under this
Agreement the liability of Licensor (including all ~~ersons and entities that comprise Licensor,
and any successor licensor) and any recourse by Licensee against Licensor shall be limited to the
interest of Licensor and Licensor's successors in interest in and to the Property. On behalf of
itself and all persons claiming by, through, or under Licensee, Licensee expressly waives and
releases Licensor from any personal liability for a:zy breach or default by Licensor under this
Agreement.
IN WITNESS WHEREOF Licensor and Licensee have executed this Agreement as of the
day and year first above written.
LICENSOR:
LICENSEE:
CTC FUNDING, LLC, CITY OF CiJPERTINO,
a California limited liability company a municipal corporation
By: H/S CTC Funding, Inc., `
a California corporation BY~
Its: Manager Its: City Manager
By:
Derek K. Hunter, Jr.
Its: President
License Agreement 4-23-03 4
~3-~~1
FIRST AMENDMENT TO LEASE AGREEMENT
Thi`, First Amendment to Lease Agreement ("Amendment") is entered into as of
December ~~, 2003, by and between CTC FUNDING, LLC, a California. limited liability company
("Lessor"), and City of Cupertino, ("Lessee"), with reference to the following facts:
Recitals
A. Lessor's predecessor in interest and Lessee entered into that certain lease
agreement dated February 4, 1999, ("Lease"), for premises commonly known as 10320 S.
DeAnza Blvd., Suite 1D, Cupertino, California, and which premises are more particularly
described irr. the Lease ("Premises").
B. Lessor and Lessee wish to amend the Lease as more particularly set forth
hereinbelow.
NO'W, THEREFORE, in consideration of the covenants and agreements contained in
this Amendment and other good and valuable con~;ideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor and Lessee agree as follows:
Amendments andl Agreements
1. Recitals. All of the above recitals al•e true and correct.
2. Definitions. All capitalized terms used in this Amendment and not otherwise
defined in this Amendment shall have; the meanings given them in the Lease.
3. New Premises. Lessor shall relocate Lessee to 1,500 square feet located at 20410
Town Center Lane, Suite 210, Cupertino, California ("New Premises"). On
Lessee's date of occupancy ("Move-In Date"), which in no event shall be sooner
than May 1, 2004 or later than August 1, 2004, Lessee shall surrender Premises
(1,523 square feet), located at 10320 S. DeAnza Blvd., Suite 1D, Cupertino,
California. The parties shall execute an amendment to the Lease stating the Move-
In Date.
4. Extended Term. Lessor and Lessee hereby acknowledge that the current term of
the Lease expires December 31, 2004. Lessor and Lessee hereby agree to extend
the current term of the Lease for a period of five (5) years ("Extended Term"),
commencing on the Move-In Date.
5. Rent for the Extended Term. 1\~onthly rent for each month of the Extended
Term shall be as follows:
Term
Move-In Date through Month 12:
Months 13 - 24:
Months 25 - 36:
Months 36 - 48:
Months 49 - 60:
$2.15 x 1,SOOsf
$2.26 x 1,SOOsf
$2.37 x 1,SOOsf
$2.49 x 1,SOOsf
$2.61 x 1,SOOsf
Rent
$3,225.00 per month
$3,390.00 per month
$3,555.00 per month
$3,735.00 per month
$3,915.00 per month
GD Notwithstandin an hm ui ara r~i h 10 "Service Utilities" Lessee's obli ation
g yt ~ g ~ P g'P g
for procurement and payment of janitorial services shall end upon relocation of
Lessee to the New Premises.
6. Tenant Imurovements. Lessor vrill make the following interior improvements
("Tenant Improvements") to the NE;w Premises prior to Move-In Date as more
precisely shown on the drawing attached hereto and incorporated herein as Exhibit
A and described below:
1) General office build-out to consist of reception area, three (3)
private offices and c,ne (1) conference room.
Adden Amt Foam cl jav 082400
All work and materials furnished in connection with the making of the Tenant
Improvements shall be standard v~~ork and materials for the Building, as such
standards are established by Lessor iiom time to time, and all work shall be done in
a workmanlike and commercially reasonable manner. Lessor will cooperate
reasonably with Lessee in preparing designs for the New Premises, making
reasonable efforts to accommodate Lessee's needs in regard to suite layout and
floor plan. Lessee shall have the option to upgrade any standard materials at
Lessee's sole cost and expense. Lessor shall provide a standard number of
network cables, electrical outlets and phone jacks adequate for a general office
build out of 1,500 square feet. Les<;ee, through contractor approved in writing by
Lessor ("Contractor"), shall furnish, install and/or relocate network cables,
additional electrical outlets and additional phone jacks.
In addition to the above referenced Tenant Improvements, Lessor shall reimburse
Lessee's actual moving and relocati~~n expenses as evidenced by paid invoices up
to but not greater than $2,000.00.
7. Option to Renew. Paragraph 43 '`Option to Renew" of the Addendum of the
Lease Agreement dated February 4, 1999 is hereby deleted.
Lessee shall have an option ("Extension Option") to extend the Extended
Term on all provisions contained in this Lease, except for minimum monthly rent,
for one (1) period of five (5) years ("Option Term") commencing on the date
immediately following the last day of'the Extended Term. Lessee shall exercise the
Extension Option, if at all, by giviing written notice of exercise of the option
("Option Notice") to Lessor at least six (6) months but not more than one (1) year
before the last day of the Extended Term; provided, however, if Lessee is in
default on the date it gives the Opti~~n Notice, the Option shall be ineffective and
of no force or effect; provided fiarthe;r, however, if Lessee is in default on the date
that the Option Term is to commen~~e, the Option Term shall not commence and
the Lease shall expire at the end of the Extended Term.
Lessor and Lessee shall hati~e thirty (30) days after Lessor receives the
Option Notice in which to agree on minimum monthly rent and other matters for
the Option Term. If Lessor and Le;>see agree on the minimum monthly rent and
other matters for the Option Term ~3uring that thirty (30) day period, they shall
immediately execute an amendment t~~ the Lease stating the minimum monthly rent
and other matters. Minimum monthly rent shall increase 4% annually throughout
the Option Term. If the parties are unable to agree with respect to the minimum
monthly or other related provisions for the Extended Term within that period, the
Option Notice shall be of no effect and this lease shall expire at the end of the
Term. Neither party to this lease shall have the right to have a court or other third
party set the minimum monthly rent or enforce agreement of the parties with
respect to the other related provision::.
Lessee shall have no other right to extend the Term beyond the Extended Term..
8. Right to Relocate. Lessor shall have; the right to relocate Lessee to other space in
a building of the real estate project in which the premises are located provided
such other space is comparable to the Premises, and in the event of such relocation
all terms of this Lease shall apply to the new space with equal force. If Lessor
decides to relocate Lessee, Lessor shill: (a) give lessee not less than 30 days' prior
written notice; (b) provide Lessee at Lessor's expense with tenant improvements at
least equal in quality to those in the Premises; and (c) will reimburse actual moving
and relocation expenses as evidenced) by paid invoices up to but not greater than
$2,000.00. The parties shall execute an amendment to this Lease stating the
relocation of the Premises.
9. Right to Terminate. At any time after the 61 ~ month of the Extended Term,
Lessor shall have the right to terminate the Lease for any reason whatsoever upon
giving at least 60 days' prior written notice ("Termination Notice") of such
termination. The Termination Notices shall set forth the date on which the Lease
shall terminate, and the Lease shall terminate on such date as if the Term of the
Lease had expired on such date
2
lA. Inconsistencv. In the event of a~ly inconsistency or conflict between the terms of
this Amendment and the terms of the Lease with respect to the matters which are
the subject of this Amendment, the; terms of this Amendment shall control.
11. Ratification. Except as amended by this Amendment, the terms and provisions of
the Lease are hereby ratified, confirmed, and shall remain in full force and effect.
II\1 R'ITIVESS WHEREOF, Lessor and .Lessee have executed this Amendment as of the
day and year first hereinabove written.
LESSOR:
CTC FUNDING, LLC,
a California limited liability corporation
By: l3/S CTC Funding, Inc.,
a California corporation
Its: 11~Iana
i
By: _ ~ ,tom
Derek K. Hunter, Jr.
Its: President
LESSEE:
D-l~el~~
C2Tl' /''')ON/f(re'/~
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