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_ _ _ � ww� _ _ ._�.�......�., :W.,.. EXHIBfT J , FORM OF LICENSE AGREEMENT BETWEEN THE CiTY OF REDWOOD CITY AND ' REDWOOD CITY PARTNERS, LLC THIS LICENSE AGREEMENT ("AgreemenY') is entered into as day o.f , 2013 (the "Effective Date"), by and between THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("CITY"), and REDWOOD CITY PARTNERS, LLC,a Delaware limited liability company("LICENSEE°). RECITALS A. CITY owns real property commonly referred to as the Winslow Lot, located between Winslow and Hamilton Streets across from the CalTrain station in Redwood City, California, as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Winslow LoY'). B. LICENSEE and CITY have entered into a Disposition and Development Agreement ("DDA"), dated , 2013, for the development of property to the east of the Winslow Lot for the development of retail/commercial and office uses (the "Project"). C. During construction of the Project, LICENSEE desires to use the Winslow Lot, and CITY is willing to provide to LICENSEE a license to use the Winslaw Lot, for a contractor staging area and for a temporary by-pass road, all on the terms set forth herein. AGREEMENT NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,the parties agree as follows: 1. Grant of License: License Fee. Starting on the Escrow Closing Date (as defined in the DDA) (the "Commertcement Date"), CITY confers to LICENSEE a revocable, personal, non- exclusive and non-possessory privilege to enter upon and use the Winslow Lot for the limited purpose and subject to the terms, conditions and restrictions set forth below. This Agreement gives LICENSEE a license only and notwithstanding anything to the contrary herein, this ' License does not constitute a grant by CITY of any ownership, leasehold, easement or other , property interest or estate whatsoever in the Winslow Lot, or any portion thereof. Nothing in this Agreement shall be construed as granting or creating any franchise rights pursuant to any federal, state or local laws. ' Prior to the Commencement Date, LICENSEE shall pay to CITY the sum of One Hundred Forty Thousand Dollars ($140,000), by cash, certified check or wire transfer, which constitutes the fee ' (the "License Fee") for the use of the Winslow Lot for the Term of this Agreement based on the assumption that the Commencement Date is September 1, 2013. If the Commencement Date is after September 1, 2013, the License Fee shall be reduced on a pro rata basis. 1 ' 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT