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CM Union Bank Parking Lot LeasePARKING LICENSE AGREEMENT (1248 FIFTH AVENUE, SAN RAFAEL) This Parking License Agreement ("Agreement") is entered into on October 2010, by and between Union Bank, N.A., a national bank ("Licensor"), and the City of San Rafael, a municipal corporation ("Licensee"). Recitals A. Licensor is the tenant of certain real property located at 1248 Fifth Avenue, San Rafael, California (the "Bank Propertv"), containing a bank building with a roof top parking lot (the "Roof Top Parkins Lot") and an adjoining parking lot located at the corner of C Street and Mission Street (the "Adioininq Parkins Lot") (collectively, the "Bank Parking Lot"). Licensee leases the Bank Property from BHC Associates ("Landlord") pursuant to that certain lease dated July 1, 1994. B. Licensee wishes that Licensor grant it a license for the use and benefit of a certain number of parking spaces, as hereinafter specified, in the Bank Parking Lot. Licensor is willing to grant such a license to Licensee parking, pursuant to the provisions of this Agreement. C. It is acknowledged and agreed between the parties that this Agreement is separate and distinct from any other agreement which Licensee may have with Licensor. A breach hereof shall not constitute a breach of any other agreement between the parties. Terms of Aqreement 1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a Revocable license (the "License") for sixteen (16) parking spaces in the Roof Top Parking Lot and five (5) parking spaces in the Adjoining Parking Lot (collectively, the "Parking Spaces") as depicted on "Exhibit A" attached hereto. Such Parking Spaces are for the Licensee's exclusive use and for the purpose of providing parking for the Licensee's employees. Licensee may, at its expense, post tow away warning/notice signs in the Parking Lot in accordance with local law. Licensee shall have the right but not the obligation to, without notice, cause any vehicles violating Licensee's exclusivity to the Parking Spaces to be towed away at such violator's expense (it being understood that Licensor shall have no obligation whatsoever to enforce Licensee's exclusivity to the Parking Spaces). �l� 2. Term. This Agreement shall be month-to-month starting on N UV. 2010. Either party may terminate this Agreement, for any reason or no reason whatsoever, notwithstanding the provisions of this paragraph 2, by giving to the other party thirty (30) days prior written notice of termination. 36398v3 3. License Fee. As a fee for the Agreement, Licensee shall pay to Licensor Nine Hundred and Forty -Five dollars ($945.00) per month, payable in advance on the first day of the month ("License Fee"). 4. Late Charae. If an installment of License Fee or any other sum due from Licensee is not received by Licensor within five (5) business days after such amount is due, then, without any requirement for notice to Licensee, Licensee shall pay to Licensor a late charge equal to five percent (5%) of such overdue amount. 5. Reservation of Riahts. Licensor reserves the right to operate the Bank Parking Lot in the best interests of the business conducted on the Licensor's Property, subject to the Licensee's rights hereunder. Specifically, Licensor may reconfigure the Bank Parking Lot and/or make improvements, repairs, and other changes to the Bank Parking Lot as Licensor deems appropriate for its business. In the process of effecting such reconfiguration, repairs, or improvements, Licensor may temporarily close all or a portion of the Bank Parking Lot. In the event any such closure continues for more than seven (7) days, the License Fee payable for the period of the closure shall be abated, and the next License fee payment may be reduced accordingly. 6. Waiver and Indemnitv. Licensee, as a material part of the consideration to be rendered to Licensor under this Agreement, waives all claims against Licensor and Landlord, their respective subsidiaries and affiliates, and the officers, directors, employees, and agents of each of them (collectively, the "Licensor/Landlord-Related Parties"), and agrees to indemnify, defend and hold the Licensor/Landlord-Related Parties harmless from and against any claims, costs (including without limitation attorneys' fees) liens, liabilities, damages, demands, actions, or causes of action of whatever kind or nature (collectively, "Claims") arising from the use of the License Parking Spaces and/or from the presence of such persons on the Bank Property, including in each instance any Claims resulting from injury or death to any person or loss or damage to any property or business. The provisions of this paragraph 6 shall survive the expiration or termination of this Agreement and of the License. 7. Insurance. Licensee is a California municipal corporation and, as permitted under State law, is self-insured for general liability, including automobile liability, up to $500,000.00, and has excess liability coverage through the California Joint Powers Risk Management Authority under a Memorandum of Coverage. Licensee will provide Licensor with a Certificate of Coverage naming Licensor as an additional covered party under such Memorandum of Coverage during the term of this Agreement, in the amount of $2,500,000 in excess of Licensee's self-insured retention amount. Should such excess liability coverage 2 36398v3 be canceled during the term of this Agreement, Licensee shall notify Licensor and Licensor shall have the option to terminate this Agreement. 8. Notices. Any notice given by either party to the other under this Agreement must be in writing, and may be given by personal delivery, or by mailing the notice by registered mail, return receipt requested, to the address indicated below. Additionally the notice may be given by telecopy if a subsequent delivery is made by one of such other authorized methods of delivery. Licensor: Jones Lang LaSalle: Union Bank AP Lease Administration P.O. Box 45362 San Francisco, CA 94145-0362 With copies to: Union Bank, N.A. Corporate Real Estate 445 S. Figueroa Street, Suite 710 Los Angeles, CA 90071 and Union Bank, N.A. Office of the General Counsel 400 California Street, 16th Floor San Francisco, CA 94014 Licensee: , City Manager City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 Notice shall be deemed to have been received on the date of personal delivery, of receipt of telecopy or if notice is mailed, on the date of delivery or attempted delivery shown on the return receipt. 9. No Assionment. Sublicense or Transfer. Licensee acknowledges that Licensor is entering into this Agreement in consideration of its amicable and neighborly relationship with Licensee. Licensee agrees that it will not assign, sublicense, or transfer, or attempt to assign, sublicense, or transfer, all or any part of the License of its rights under this Agreement, and agrees that any purported assignment, sublicense or transfer shall be null and void. Licensee further agrees that if it requests Licensor to consent to an assignment, sublicense, or transfer of all or any part of the License or of Licensee's rights under this Agreement, 3 363980 Licensor may refuse to grant such consent in Licensor's sole and absolute discretion. 10. Attornevs' Fees. If any legal action or proceeding, arising out of or relating either to the License or to this Agreement, is brought by Licensor of Licensee, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the party's reasonable attorneys' fees, costs, and expenses. 11. Entire Aqreement. This Agreement constitutes the entire agreement between Licensor and Licensee relating to the License. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Any amendment to this Agreement shall be of no force or effect unless it is in writing and signed by Licensor and Licensee. LICENSOR UNION BANK, N a national ban By: , Kenneth Holdway Senior Vice President 4 363980 LICENSEE CITY OF SAN RAFAEL, a municipal corporation B y: �Na e] [Tit le APPROVED AS TO FORM: ROBERT F. EPSTEI , City attorney Consent to the above Parking License Agreement is hereby given. LANDLORD BHC ASSOCIATES, a California general partnership BY: 11n �1l v n"[Nam e-1 [Title] 363980 d 1' v v o, J -- t CII Ij V - - - - - Exhibit A - Rout' Top Parking; Stalls I - 16 - v v ' v A 'Al-SSIGN 3TREET- 6 5 r' ' i cl 1 C� C C' C I ' I 1 1 I Exhibit A — C and Mission Street Parking Stalls 1-5