Loading...
Villas of LQ HOA/Sound Wall 08 TEMPORARY LICENSE AGREEMENT This TEMPORARY LICENSE AGREEMENT ("Agreement") is made by and between the CITY OF LA QUINTA ("City") a California charter municipality, and THE VILLAS OF LA QUINTA HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation ("HOA"). City and HOA aze each individually referenced herein as a "party" and collectively as the "parties." RECITALS A. The HOA owns and/or controls property generally located on the easterly side of Washington Street between Eisenhower Drive and approximately 1,800 feet south of Eisenhower Drive (the "Property"); B. The City seeks temporary use of, and access across, the Property for the purpose of constructing a sound attenuation wall across the Property's common area adjacent to Avenue 50 (the "Wall"). The Wall shall be located and constructed in substantial conformance with those Project Plans and Specifications that were approved by the La Quinta City Council at its regular meeting on December 18, 2007 (the "Plans"); C. The City's licensed access over the Property shall include the entire common area frontage at Washington Street (the "License Area"). The License Area is identified in greater detail on the attached site exhibit, which exhibit is hereby incorporated into the terms of this Agreement as Exhibit A; D. The HOA has determined that the grant of a temporary license to the City to construct the Wall in the License Area will not unduly disrupt the residents and community members of Villas of La Quinta. NOW, THEREFORE, based upon the foregoing Recitals, which are fully incorporated into the terms of this Agreement by this reference, and in consideration of the promises and undertakings set forth herein, it is agreed by and between the parties as follows: 1. Grant of Temporary License: HOA hereby grants anon-exclusive temporary license (the "Temporary License") onto and across the License Area to the City and to any construction contractor or similar agent retained by the City for purposes of constructing the Wall. Said Temporary License shall be used solely for the purpose of constructing the Wall or undertaking activities that aze necessary and related to construction of the Wall, including the clean-up of debris and collection of equipment. The HOA shall have all responsibility for obtaining permissions or approvals, if any, needed from its HOA members for purposes of effecting the Temporary License. The parties agree that construction of the Wall mutually benefits each party and, accordingly, there shall be no monetary charges from either party in connection with HOA's grant of, or the City's acceptance of, the Temporary License. 2. Wall Maintenance: Upon completion of the Wall improvements and acceptance of such improvements by the HOA, the HOA shall accept permanent maintenance and ownership of the Wall and any appurtenant improvements and landscaping, including any and all portions of the Wall or Wall appurtenances located in the public right-of--way. 3. Term of License: The term of this Temporary License shall be from the date of execution by all pazties, below, through and including December 31, 2008. The Ciry intends to vacate the Property and License Area before January 1, 2009; however, this term may be extended with the mutual written consent of the parties. 4. Notice To Vacate From HOA: Notwithstanding Section 3, the City and/or its construction contractor shall vacate the Properly and License Area if provided thirty (30) days written notice requesting such vacation from the HOA. Upon receiving such notice to vacate, the Ciry and/or its contractor shall have the rights to: (i) immediately cease construction of all improvements associated with the Wall or its appurtenances with no further obligation under this Agreement, (ii) remove within the 30-day period any and all equipment and personal properly belonging to the City or its contractor, and (iii) quit the Property and License Area with no further obligation under this Agreement or otherwise. 5. Condition Of License Area During Citv Occupancy: During the term of the Temporary License, the City or its contractor will gather and regulazly dispose of any trash and/or debris appearing on the License Area, regardless of whether such debris was produced by the operations of the City, its contractor, or the public. Prior to the expiration of the Temporary License per Section 3 above, or within fifteen (IS) days after Wall construction is complete, whichever occurs first, the City or its contractor shall restore the License Area to a clean, reasonable and professional condition, including the repair and/or replacement of existing roadway pavement, irrigation facilities and turf, except as noted on the approved Plans. 6. City's Indemnification of HOA: The City shall defend, indemnify and hold harmless the HOA, its officers, employees, members representatives and agents, from and against all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and reasonable attorneys' fees, for any personal injuries, deaths, property damage (including property maintained by HOA) which may arise out of the negligent performance of the services described in this Agreement by the City or its contractor(s), unless such losses or damages aze proven to be caused by the HOA's own negligence or that of its officers, employees or members. 7. HOA's Indemnification Of Citv: The HOA shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents, from and against all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and reasonable attorneys' fees, for any personal injuries, deaths, property damage (including property maintained by HOA or by the Ciry as public right-of--way) which may arise out of HOA's negligent performance of its obligations described in this Agreement, including maintenance of the Wall, unless such losses or damages are proven to be caused by the City's own negligence or that of its officers or employees. 8. Miscellaneous Items: A. The Agreement may be signed in counterparts which taken together shall constitute one original. B. If any action, proceeding, or arbitration arising out of or relating to this Agreement is commenced by either party to this Agreement, then as between the City and HOA, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action, proceeding, or arbitration by the prevailing party. C. This Agreement is governed by the laws of the State of California. D. This Agreement may not be amended except in writing by the parties. E. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their heirs, personal representatives, successors, and assigns. F. Each of the parties hereto warrant that (i) such party is duly organized and existing, (ii) the person(s) executing this Agreement on behalf of each party are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, City and HOA have mutually entered into this Agreement as of the latest date of signing: othy Jon . n, P.E. Director of P lic Works/City Engineer City of La Quinta S~i s~~ S Date ~indc ~1-~x,(la_( inda Fuller President Villas of La Quinta HOA s/~i~o g Date