LICENSE THIS LICENSE is mutually granted this 2nd day of December 2004, between Binford Road, LLC, a California limited liability company, herein after referred to as LICENSOR, and the COUNTY OF MARIN, A POLITICAL SUBDIVISION OF The State of California, hereinafter called COUNTY. W I T N E S S E T H LICENSOR, for and in consideration of the fees, covenants and promises contained herein, does hereby grant this License to COUNTY, and COUNTY hereby accepts from LICENSOR the use, as set forth below, of that certain real property hereinafter called "Premises" and further described as: Parcel One, as shown and designated upon that certain Parcel Map filed July 16, 1980 in Book 18 Parcel Maps, at Page 27, Marin county Records, and commonly known as Assessor Parcel Number 129-190-66, located in the unincorporated area Marin County, California, for landscaping purposes. This License is made upon the following terms, covenants and conditions to which the parties hereby agree. 1. ADMINISTRATION. This License shall be administered on behalf of the COUNTY by the Chief Real Property Agent, Real Estate Section, Department of Public Works, whose mailing address is: Marin County Department of Public Works Real Estate Division P.O. Box 4186 San Rafael, CA 94913 and on behalf of Licensor by: Binford Road, LLC Rob Ham, Managing Partner 32 Corte Del Bayo Larkspur, CA 94939 Any notice or notices provided by this License, or required by law to be given or served upon COUNTY or Licensee, may be given or served by depositing the same in the United States Mail, postage prepaid, addressed as set out in this clause. Page 1 of 5
2. DESCRIPTION OF PREMISES. Parcel One, as shown and designated upon that certain Parcel Map filed July 16, 1980 in Book 18 of Parcel Maps, at Page 27, Marin County Records, and commonly known as Assessor Parcel Number 129-190-66. 3. TERMINATION. This License is terminable at will by the Licensor or COUNTY UPON 30 days written notice. COUNTY shall vacate the Premises at any time, upon receipt of a written notice of termination from Licensor. This License runs concurrent to and terminates with the License to Enter agreement between the County of Marin and JHW LLC. as the agreement must be in effect to access Gnoss Field for operations under this license. 4. TERMINATION ON SALE OR TRANSFER. COUNTY understands and agrees that in the event that Licensor sells rents or conveys their property, regardless of their specific consent or nature of the transaction, this License shall terminate as of the date of said transaction. COUNTY shall not represent to any party that they possess any rights to the Premises other than those contained within this License, nor shall they represent to any party that they have the ability or right to convey, transfer, assign or pass any rights in the Premises at any time. This license runs concurrent to and terminates with the License to Enter agreement between County of Marin and JHW, LLC as the agreement must be in effect to access Gnoss Field. 5. LICENSE FEE. No fee is levied by this License. 6. USE. The right of COUNTY, it s employees, agents, contractors, permitees to use said premises for ingress and egress so as to haul fill and levee construction material across the premises, over the existing road, as the same may now exist, with motorized vehicles for the purposes of hauling and placement of fill and general construction material onto property owned by COUNTY at Gnoss Field and the adjoining levees. The right of BINFORD ROAD, LLC TO ENTER UPON THE Marin County Airport (Gnoss Field) and deposit excavated material per the following provisions/limitations: a) All material shall be acceptable to the County of Marin for the purpose of levee reconstruction and maintenance. b) An amount of up to 15 thousand cubic yards will be accepted on a space available basis. c) Material handling at the deposit site, if needed, will be the responsibility of BINFORD ROAD, LLC. Stockpile height shall not exceed elevation given by Airport Management and shall remain within the established boundary. d) All material shall be tested with reports presented (without cost to County of Marin) to confirm that soil is not contaminated. Analytical tests required and intervals to be Page 2 of 5
determined by County of Marin staff as deemed required for the source of material. e) BINFORD ROAD, LLC may deposit material for duration of this License, weather and access conditions permitting until: - 15 cubic yards have been deposited - Overall capacity of deposit site had been reached - Levee reconstruction had been completed or material needs are met f) BINFORD ROAD LLC, surrenders ownership of any/all material deposited at Gnoss Field and agree to make no claim for compensation against the County of Marin. In the event that BINFORD ROAD LLC deposits unsuitable and/or contaminated material, said material will be removed at their sole expense and effort. g) This agreement does not give Binford Road LLC. any exclusive right or privilege to Gnoss Field. 7. ENTRY BY LICENSOR. Licensor and its agents shall have the right, and COUNTY shall permit Licensor and its agents, to enter onto and upon said Premises at all times for any purpose. 8. LICENSOR S RIGHTS. It is further understood and agreed by COUNTY that Licensor s rights to Premises are paramount to this License. COUNTY shall in no way interfere with Licensor s right to use, access or possess the Premises. 9. WAIVER OF SUBROGATION RIGHTS. COUNTY and Licensor hereby grant to each other, on behalf of any insurer providing insurance to either of them with respect to the Premises, a waiver of any right of Subrogation, which any insurer of one party may acquire against the other by virtue of payment of any loss under such insurance. 10. PARTIES TO BE HELD HARMLESS. COUNTY and Licensor hereby covenant and agree to save each other harmless from any and all liability, loss, costs, or obligations on account of, or arising out of, any such injury or losses however occurring. 11. CONTINUATION OF LICENSE AFTER BREACH. Should COUNTY breach this License, the License will continue in effect as long as Licensor does not terminate COUNTY S right to possession at Licensor s option. 12. DEFAULT. In the event that COUNTY or Licensee shall default in the performance of any term or condition of this License and shall fail to cure such default within 30 days following service upon the defaulting party of a written notice of such default specifying the default or defaults complained of, the complaining party may forthwith terminate this License by serving the defaulting party written notice (per Clause 1, Administration) of such termination. Page 3 of 5
13. ATTORNEYS' FEES. In case suit shall be brought for an unlawful detainer of said Premises, for the recovery of any License fees due under the provisions of this License, or because of the breach of any other covenant herein contained, the parties shall bear their own attorney's fees and costs. 14. COUNTY' S LIABILITY. The term "Licensor" as used herein shall mean only the owner or owners of the fee title, at the time in question, and in the event of any transfer of such title, Licensor herein named (and in case of any subsequent transfers, the then Grantor) shall be relieved from and after the date of such transfer, of all liability as respects Licensor's obligations thereafter to be performed, provided that any funds in the possession of Licensor or the then Grantor at the time of such transfer in which Licensor has an interest, shall be delivered to Grantee. The obligations contained in this License to be performed by Licensor shall, subject as aforesaid, be binding on Licensor s successors and assigns only during their respective periods of ownership. 15. ORDINANCES AND STATUTES. COUNTY and Licensor shall comply with the requirements of all Municipal, State and Federal authorities now in force, or which may hereafter be in force, pertaining to the said Premises, and shall faithfully observe in the use of the Premises all Municipal Ordinances and State and Federal Statutes now in force or which may hereafter be in force. 16. WAIVER, CAPTIONS, JURISTICTION OF LAW. This License shall be governed by and construed in accordance with the laws of the State of California. No waiver by a party of any provision of this License shall be considered a waiver of any other provision or any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by a party of any remedy provided in this License or at law shall not prevent the exercise by that party of any other remedy provided in this License or at law. The captions heading the various paragraphs of this License are for convenience and shall not be considered to limit, expand, or define the contents of the respective paragraphs. Masculine, feminine, or neuter gender and the singular and the plural number, shall each be considered to include the other whenever the context so requires. If either party consists of more than one person, each such person shall be jointly and severally liable. This License shall be interpreted under California law and according to its fair meaning, and not in favor of or against any party. 17. ENTIRE AGREEMENT. This License contains the entire agreement between the parties hereto and no term or provision thereof may be changed, waived, discharged or terminated unless made in writing and executed by both parties hereto. Page 4 of 5
IN WITNESS WHEREOF, on the day and year first above written, the parties hereto have caused this License to be executed. COUNTY OF MARIN President, Board of Supervisors ATTEST: Clerk Approved as to form County Counsel LICENSOR: BINFORD ROAD, LLC By: Date Page 5 of 5