AMENDMENT TO LICENSE AGREEMENT
This Amendment to the Existing License as described below (this “Amendment”) is made and entered into as of _______________, by and between the City of Palo Alto, a California chartered municipal corporation (“City”), and GreenWaste of Palo Alto, a California limited liability company (“Licensee”).
RECITALS
A.City and Licensee are parties to that certain license, dated January 4, 2024, (the “Existing License”).
Pursuant to the Existing License, City has licensed to Licensee a portion of the old Los Altos Treatment Plant located at 1237 San Antonio Road, Palo Alto (the “Premises”).
B.The term of the Existing License expires on June 30, 2026.
C.The parties desire to extend the term of the Existing License, all on the following terms and conditions.
Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Licensee agree as follows:
1. Extension. The original term is hereby extended to and shall expire on June 30, 2030, unless sooner terminated in accordance with the terms of the Existing License and Licensee shall have no right to extend the extended term.
2. Recital F. Recital F is amended to read:
“Licensee desires to obtain from the City, and the City desires to grant to Licensee, this License to provide Licensee the right to initially access and use an approximate 1.2-acre portion of the Property as depicted in more detail in “Exhibit A”, attached hereto and incorporated by reference (“Initial Premises”) for the purpose of container storage, temporary storage and sorting of construction and deconstruction waste, dedicated debris box for illegally dumped items collected by City crew, and temporary charging location for electric vehicles, pursuant to the terms of this License and as provided in the Second Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Collection and Processing Services between City and Licensee executed in February 2019 (“Second Amended and Restated Agreement”).”
3. Section 5. Section 5 is amended to read:
“Description of Premises Licensed. The Initial Premises consist of approximately 1.2 acres of land on the Property, as shown on Exhibit “A” attached hereto. Upon 90 days’ prior written notice provided by City to Licensee towards the completion of the Project, Licensee shall surrender the Initial Premises to City and relocate to the New Premises that is to be determined, but currently anticipated to be the approximate 53,249 square foot area shown on Exhibit “B”, attached hereto. Prior to the notice to relocate described in this Section, the City may grant Licensee written approval to access the New Premises for the purpose of accessing EV chargers and trailer on the New Premises.”
4. Section 11.4. Section 11.4 is amended to read:
“Responsibilities. Unless otherwise agreed to by the Parties in writing, Licensee shall be solely responsible for all costs, fees, liabilities, and obligations solely resulting from its use of the Premises, including but not limited to, parking management, security (including installation of construction fencing to separate Licensee’s portion of the Property from other contractors’ portions), maintenance, clean-up, traffic management, excessive noise (excluding any noise associated with Licensee's business) management, response to enforcement of violations, labor, materials, equipment, and liability insurance. Licensee agrees to adhere to the terms of the “Good Neighbor Agreement LifeMoves Palo Alto” between Licensee and LifeMoves and to take reasonable affirmative steps to investigate and/or address any noise complaints. Licensee shall not be responsible for maintaining or repairing any stormwater management devices installed by City or LifeMoves.”
5. Miscellaneous.
5.1 This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
5.2 Except as herein modified or amended, the provisions, conditions and terms of the Existing License shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Existing License and this Amendment, the provisions of this Amendment shall govern and control. The capitalized terms used in this Amendment shall have the same definitions as set forth in the License to the extent that such capitalized terms are defined therein and not redefined in this Amendment.
5.3 Submission of this Amendment by City is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Licensee. City shall not be bound by this Amendment until City has executed and delivered the same to Licensee.
5.4 Licensee hereby represents to City that Licensee has dealt with no broker in connection with this Amendment. Licensee agrees to indemnify and hold City harmless from all claims of any brokers claiming to have represented Licensee in connection with this Amendment. [Signature Page Follows]
IN WITNESS WHEREOF, City and Licensee have entered into and executed this Amendment as of the date first written above.
CITY: LICENSEE:
CITY OF PALO ALTO,
a California chartered municipal corporation
GreenWaste of Palo Alto,
a California limited liability company
By: By:
Name: Name:
Title: Title:
Dated: Dated:
APPROVED AS TO FORM:
By: __________________________________
Name: __________________________________
Title: __________________________________
Dated: __________________________________