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25-146 License Agreement City of Cupertino for Lawrence Pavement Rehab Project Staging Area 8-26-25License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 1 of 9 LICENSE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND THE COUNTY OF SANTA CLARA FOR TEMPORARY USE OF THE LAWRENCE-MITTY PROPERTY FOR CONSTRUCTION STAGING This License Agreement (“License”) is made and entered into by and between the City of Cupertino, a municipal corporation of the State of California (“City”), and the County of Santa Clara, a political subdivision of the State of California (“County”). The City and County may each be referred to herein as a “Party” or collectively as the “Parties.” WHEREAS, the City is the owner of certain real property located within the City of Cupertino, County of Santa Clara, State of California, identified as Assessor’s Parcel Number (APN) 375-21-001, more particularly described and depicted in Exhibit A, which is attached hereto and incorporated herein by reference (“Property”); and, WHEREAS, the County desires to temporarily access and use a portion of the Property for the purpose of construction staging, as further described in Exhibit B, Aerial Map and Illustration of Property (“Project”). NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows: 1. Property Access and Purpose The purpose of this License is to authorize the County to access and use a designated portion of the Property, as a temporary construction staging site, subject to the terms and conditions set forth herein. 2. Property Description The property subject to this License is located within the City of Cupertino and identified as APN 375-21-001 (“Property”), approximately situated along the westerly boundary of Lawrence Expressway, between Calvert Drive, to the north, and Bollinger Road, to the south. The area permitted for construction staging shall be as delineated in Exhibit A, attached hereto and incorporated by reference. 3. Term The term of this License shall commence upon full execution by both Parties and shall continue through September 30, 2025, unless earlier terminated as provided in Section 11. 4. Use of Property The County may use the designated area within the Property, as shown on Exhibit C, for the sole purpose of temporary construction staging, including placement and storage of equipment, vehicles, materials, and supplies related to the County Pavement Project along Lawrence Expressway. 5. Waiver of Compensation In consideration of the Property receiving the benefit of the Project, City agrees to accept no compensation for granting this License.           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 2 of 9 6. Site Preparation and Protection Measures a. The County shall, prior to commencing any use of the staging area, install physical traffic barriers to clearly separate the staging area from designated testing areas, as depicted in Exhibit B. These barriers shall be constructed of durable, high-visibility materials suitable for outdoor use and shall remain in place for the duration of the staging activities. A minimum buffer of ten (10) feet shall be maintained at all times between the staging area and any adjacent testing areas. b. The County shall implement and maintain the following protective measures throughout the term of this License, in compliance with all applicable local, state, and federal regulations: i. Installation and maintenance of stormwater protection and erosion control devices in accordance with most current Stormwater Pollution Prevention Plan (SWPPP) or best management practices (BMPs); ii. Use of dust and debris containment measures, including but not limited to tarps, water spraying, or temporary barriers, to prevent migration of dust or loose materials beyond the staging area; iii. Installation of safety signage and secure perimeter fencing to restrict unauthorized access and ensure public safety. 7. Site Condition Documentation Prior to any use of the Property, the County shall document the existing, observable physical condition of the designated staging area. Such documentation shall exclude subsurface conditions, latent defects, and any conditions not readily observable by a reasonable person. The County shall provide the documentation to the City in the form of dated video recordings and/or photographs. 8. Restoration and Cleanup Upon expiration or termination of this License, the County shall: a. Remove all equipment, construction materials, and debris from the Property; b. Restore the Property to its pre-use condition, as documented in Section 7, excluding normal wear and tear; c. Repair or replace any damage to the Property resulting from the County’s use, excluding damage resulting from normal wear and tear. 9. Indemnification and Liability In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government Code section 895.6, the Parties agree that all losses or liabilities incurred by Party shall not be shared pro rata but, instead, County and City agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 3 of 9 indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties hereto, their officers, board members, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such other Parties under this Agreement. 10. Assumption of Risk and Limitation of Liability The County acknowledges that: • The Property is not secured, and the City shall not be liable for any loss, theft, or damage to equipment or property stored or staged on the Property. • The County assumes all risks of such loss or damage during the term of this License. 11. Termination The Director of Public Works for the City of Cupertino, at their sole discretion, may terminate this License at any time with or without cause. Upon receipt of written notice of termination, the County shall have three (3) business days to vacate the Property and remove all equipment, materials, and debris. The County may also terminate this License at any time by providing written notice to the City. Termination by either Party shall not relieve the County of its obligations under Sections 8 and 9 regarding site restoration, damage repair, and indemnification. 12. Dispute Resolution In the event of any disputes or disagreements regarding the terms of this License, both Parties agree to resolve the matter first through good-faith negotiations. If a resolution cannot be reached within a reasonable period, both Parties agree to submit the matter to mediation before seeking legal recourse. 13. Notices Any notice required to be given hereunder, or which either Party may wish to give, shall be in writing and shall be personally delivered or sent postage prepaid, addressed as follows (or to such other place as either Party may designate by written notice). Notices sent via U.S. Mail shall be deemed delivered on the fifth calendar day following mailing. // //           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 4 of 9 To County: County of Santa Clara Roads and Airports Department Attention: Real Property Unit 101 Skyport Drive San José, CA 95110 Phone: (408) 573-2400 To Grantor: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attention: Chad Mosley Director of Public Works Phone: (408) 777-7604 14. City Rights City shall have the right to use and enter upon the Property at any time, provided such entry or activity does not interfere with the County’s work on the Property. City shall provide County with 24 hours prior notice before entering the Property. 15. Prior Notice. County shall provide the City with forty-eight (48) hours prior notice before entering the Property in relation to the Project. 16. Authority and Environmental Representation City represents that it has authority to grant the rights provided herein. City further represents and confirms that there are no hazardous materials kept, used, stored, generated, or disposed of in, on, or about the premises and/or Property. 17. Contractor Access and Insurance Requirements If the County engages any third-party contractor or subcontractor to access or use the Property under this agreement, the County shall require the contractor or subcontractor to name the City of Cupertino, its officers, officials, employees, and volunteers as additional insureds on all such insurance policies for the duration of work on the Property. The County shall remain fully responsible for the actions of any contractor or subcontractor it retains and for ensuring compliance with all terms of this agreement. 18. Limitations of License. This License is limited to County, its employees, and agents. 19. Amendments Any amendments must be in writing and signed by both Parties. 20. Authority and Execution Each person executing this Agreement on behalf of a Party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such Party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 21. Governing Law This License has been executed, delivered, and shall be construed and enforced in accordance           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 5 of 9 with the laws of the State of California. Any litigation to interpret or enforce the terms of this License shall be brought before any court of competent jurisdiction within Santa Clara County following the completion of any applicable claims procedure. 22. Signatures; Counterparts. This License may be executed in any number of counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original provided all of the Parties have fully executed the License. Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. 23. Entire Agreement This License constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written. // // // // // // // // //           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 6 of 9 IN WITNESS WHEREOF, the Parties hereto have executed this License as of the dates set forth below. COUNTY: CITY: County of Santa Clara, a political subdivision of the State of California City of Cupertino, a California municipal corporation Sign: Sign: Name: Harry Freitas Date Name: Chad Mosley Date Title: Director of Roads and Airports Department Title: Director of Public Works Sign: Sign: James R. Williams Date County Executive Tina Kapoor Date Interim City Manager APPROVED AS TO FORM AND LEGALITY: APPROVED AS TO FORM: Sign: Sign: John A. Castro Date Deputy County Counsel Floy Andrews Date Interim City Attorney Exhibits to this License to Enter: A: Assessor’s Map of Property B: Aerial Map and Illustration of Property C: Staging Area                 ! "               License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 7 of 9 EXHIBIT A: ASSESSOR’S MAP OF PROPERTY           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 8 of 9 EXHIBIT B: Aerial Map and Illustration of Property           ! "          License Agreement County of Santa Clara / City of Cupertino Re: Lawrence-Mitty Page 9 of 9 EXHIBIT C: STAGING AREA           ! "