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2024 CVAG - CV Link Connector Access - License AgmtLICENSE AGREEMENT BY AND BETWEEN COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS AND THE CITY OF LA QUINTA FOR A CV LINK CONNECTOR ON CITY OWNED PROPERTY 1. PARTIES AND DATE. This License Agreement is made and entered into this 6 day of September ,2024 by and between the CITY OF LA QUINTA, a municipal corporation organized under the laws of the State of California ("City") and COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS, a joint powers authority created under the laws of the State of California ("Licensee" or "CVAG"). City and Licensee are sometimes individually referred to as "Party" and collectively as "Parties" in this License Agreement. 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to own and operate public property of various kinds and authorize the use of such property by other public entities and parties. Such public property in this License Agreement is on the City owned property located at the northeast corner of Jefferson Street and Vista Grande, referred to as "Property" in this License Agreement, and more specifically described as, Assessor Parcel Number 600-120-001 and depicted in Exhibit A. 2.2 Licensee. CVAG is advancing a project known as "CV Link", a multi -modal transportation facility that will connect the communities of the Coachella Valley by providing a means to travel by foot, bicycle or low -speed electric vehicle rather than by automobile. CV Link will extend over the Property for which City has ownership interest. The rights and obligations arising from this License Agreement shall only apply to the Property. The transportation facility, including all permanent improvements, to be built on the Property will herein be referred to as "CV Link" or the "Project," interchangeably. 2.3 Purpose. As more specifically set forth herein, City desires to allow CVAG to improve and use the Property with a pathway for CV Link and provide the City with enhanced bicycle, pedestrian and low speed electric vehicle facilities for use by the general public. Said improvements for the benefit of the general public shall include, but not be limited to, concrete and an identity sign as depicted in Exhibit B. The Project, to be constructed or caused to be constructed by Licensee, shall be governed by a separate agreement(s) between Licensee and a third -party contractor(s), with said separate agreement(s) subject to the City's approval not to be unreasonably delayed or denied. 2.5 Consideration. This License Agreement is made in consideration of the terms, conditions and mutual covenants contained herein, the sufficiency of which are hereby acknowledged. 3. LICENSE. 3.1 Terms of License Agreement. City hereby grants to Licensee, including Licensee's agents, employees, contractors, and consultants, a nonexclusive, revocable license to enter the Property for the purposes set forth in Section 3.2 below. Licensee acknowledges and agrees that this License Agreement does not extend to any area outside of the Property. Any License or permission granted hereunder is subject to the discretion and approval of the City throughout the term of the License Agreement, and the City retains authority to terminate the License and any activities conducted pursuant to this License Agreement. 3.2 Restrictions on License Agreement. Licensee shall not use, and Licensee shall prohibit any 1 of its Agents (defined as follows) or Invitees (defined as follows) from using the Property other than for the intended purposes described herein. The term "Agents" shall mean Licensee's officers, directors, members, agents, employees, invitees, contractors, subcontractors, and any employees of such parties. The term "Invitees" shall mean Licensee's invitees, guests or business visitors. Subject to the limitations set forth in the previous sentences, City hereby authorizes and grants a license to Licensee, and its Agents or Invitees, a right to enter onto and use the Property for the following purposes and uses (respectively, the "License" and "Licensed Activities"): (a) Licensee shall use the Property to construct, at Licensee's sole cost and expense, a pathway for CV Link for the benefit of public use and have amenities including, but not limited to, concrete and an identity sign. (b) Licensee may utilize the Property, at Licensee's sole cost and expense, for potential future public and special events; CV Link marketing opportunities; and any other similar uses that may be a benefit to the general public. Under these circumstances, Licensee will provide proper event notification (i.e., flyer, media advertisement, etc.) prior to the event and obtain prior written permission from the City for any special events, marketing opportunities, or other similar uses. City approval shall be subject to the provisions in Section 6.5 of this License Agreement. (c) If this License Agreement is terminated by the City as provided herein, Licensee shall have the obligation, if instructed to do so by the City, to remove from the Property, at Licensee's sole cost and expense, any or all of the constructed improvements and amenities. 4. TERMS. 4.1 Term and Termination of License Agreement. The term of this License Agreement shall be perpetual and shall remain in force unless revoked by the City. This License Agreement shall not be effective, enforceable, or binding until the License Agreement is approved in writing by the City. The City may terminate this License Agreement and revoke the License granted herein by delivering Licensee no less than sixty (60) days prior written notice of the termination of this License Agreement and the License for the Licensed Activities. Upon the date identified in a termination notice, or sixty (60) days after delivery of the termination notice, whichever is longer, Licensee shall no longer have the right to enter onto and use the Property for the Licensed Uses. 4.2 Non -Assignment of License Agreement. The permission, rights and privileges granted hereunder are non-exclusive and non -transferable. Licensee shall not, either voluntarily or by action of law, assign or transfer this License Agreement or any obligation, right, title or interest assumed by Licensee herein without the prior written consent from the City. If Licensee attempts an assignment or transfer of this License Agreement or any obligation, right, title or interest herein, City may at its option, terminate the License Agreement and shall thereupon be relieved from any and all obligations to Licensee or its assignee or transferee. 4.3 Compliance with Laws; Regulatory Approvals. Licensee shall, at its sole cost and expense, conduct and cause to be conducted all undertakings on the Property in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties. Such laws shall include, but are not limited to, local, state and federal laws prohibiting discrimination in employment and public accommodations, and requiring the payment of prevailing wages for any construction work under contract and paid for in whole or in part with public funds. If Licensee performs or contracts for the performance of public works and maintenance projects, Licensee shall comply with applicable federal, state, and local laws, and Licensee is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the "State Prevailing Wage Laws"), and La 2 Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, and Licensee agrees to fully comply with such Sate Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a "public works" project unless registered with the California Department of Industrial Relations ("DIR") at the time the contract is awarded. Licensee shall maintain and require all subcontractors to maintain valid and current DIR Public Works contractor registration for any "public works" performed or completed as part of the Project. Licensee always agrees to conduct the undertakings in a safe and prudent manner with full regard to public safety and to observe all applicable regulations and requests of the City and other government agencies responsible for public safety. Licensee shall, at its sole cost and expense, always procure and maintain in force during its use of the Property all licenses or approvals necessary to conduct the undertaking. 4.4 Utilities. Licensee shall not connect to, or use, any utility systems or outlets unless such use is specifically authorized and approved by the utility owner in the undertaking. 4.5 Licensee's Duties under License Agreement. Licensee shall operate, maintain and replace any and all improvements and amenities installed by Licensee on the Property. Licensee will pursue sponsorships and funding for long term operations and maintenance of the Project improvements, including all segments of CV Link. Licensee agrees that all its undertakings on the Property under this License Agreement shall not cause the City to become non-compliant with the terms and conditions of this License Agreement. To the fullest extent permitted by law, Licensee shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, officials, employees, agents, and volunteers ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Licensee or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Licensee, its officials, officers, agents, employees, contractors, or subcontractors (or any entity or individual that Licensee shall bear the legal liability thereof) with the entry upon and use of the Property and/or pursuant to this License Agreement. 4.6 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Licensee, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Licensee's employees, servants, representatives, or agents, or in fixing their number or hours of service. Licensee shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Licensee shall have no power to incur any debt, obligation, or liability on behalf of City. Licensee shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall have no obligation to pay and shall not pay salaries, wages, or other compensation to Licensee for performing the construction or any other services or uses Licensee has the right to perform pursuant to this License. City shall not be liable for compensation or indemnification to Licensee for any injury or property damage arising out of Licensee's use of the Property pursuant to this License. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Licensee and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City 3 for employer contributions and/or employee contributions for PERS benefits. Licensee shall fully comply with the workers' compensation laws regarding Licensee and Licensee's employees. Licensee further agrees to indemnify and hold City harmless from any failure of Licensee to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Licensee under this Agreement any amount due to City from Licensee as a result of Licensee's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 5. INSURANCE. 5.1 Minimum Requirements. Licensee must maintain in force, during the full term of the License Agreement, insurance in the following amounts and coverages: (a) Commercial General Liability Insurance with limits not less than $2,000,000 in aggregate and $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage; (b) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including coverages for owned, non -owned and hired automobiles, as applicable; and (c) Workers' Compensation Insurance in statutory amounts with Employer's Liability Coverage with limits of not less than $1,000,000 each accident. (d) Should any required insurance lapse during the term of this License Agreement, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this License Agreement, effective as of the lapse date. If insurance is not reinstated, the City may, at its sole option, terminate this License Agreement effective on the date of such lapse of insurance. (e) Before commencing any operations under this License Agreement, Licensee shall do the following: (a) furnish to City certificates of insurance, and additional insured policy endorsements with insurers that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above, and (b) furnish complete copies of policies promptly upon City request. Failure to maintain insurance shall constitute a material breach of this License Agreement. 6. MISCELLANEOUS PROVISIONS. 6.1 No Assignment. Neither this License Agreement nor any duties or obligations hereunder may be assigned, conveyed or delegated by the Licensee prior to completion of the CV Link on the Property unless first approved by the City by written instrument executed and approved in the same manner as this License Agreement. 6.2 No Joint Ventures or Partnership: Independent Licensee. This License Agreement does not create a partnership or joint venture between City and Licensee. Licensee shall be solely responsible for all matters relating to payment of its employees, including, without limitation, compliance with all federal, state or local law and regulations. 6.3 Impossibility of Performance. If, for any reason, an unforeseen event occurs which is beyond the control of the City and the Licensee, which event renders impossible the fulfillment of any term of this License Agreement, Licensee and the City shall have no right to, nor claim for, damages against the other. 6.4 Notices. Except as otherwise provided herein, any notices given under this License 4 Agreement shall be addressed as follows, which may be updated from time to time by delivery from one Party to the other Party: To City: To Licensee: Jon McMillen City Manager City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 E-mail: jmcmillen@laquintaca.gov Tom Kirk Executive Director Coachella Valley Association of Governments 74-199 El Paseo, Suite 100 Palm Desert, CA 92260 E-mail: Notice shall be deemed (a) the date when it is deposited with the U.S. Post Office, if sent by first class or certified mail, (b) one (1) business day after the date when it is deposited with an overnight courier, if next business day delivery is required, (c) upon the date personal delivery is made, or (d) upon the date when it is sent by facsimile or e-mail, if the sender receives a facsimile report or e-mail confirming such delivery has been successful and the sender mails a copy of such notice to the other party by U.S. first-class mail on such date. 6.5 General Provision. This License Agreement may be amended or modified only in writing and signed and approved by City and Licensee. No waiver by any party of any of the provisions of this License Agreement shall be effective unless in writing and signed by an officer or other authorized representative, and only to the extent expressly provided in such written waiver. Except as expressly set forth herein to the contrary, all approvals and determinations of City requested, required or permitted hereunder may be made at discretion of the City Manager or other authorized City official, subject to the City Manager reserving the right to have any City approvals or determinations made by the La Quinta City Council. This instrument (including the exhibits hereto) contains the entire License Agreement between the parties and all prior written or oral negotiations, discussions, understandings and agreements are merged herein. This License Agreement shall be governed by and subject to California law, without regard to conflicts of law principles, and the City's Municipal Code. If either party commences an action against the other or a dispute arises under this License Agreement, the prevailing party shall be entitled to recover from the other reasonable attorneys' fees and costs. Subject to the prohibition against assignments or other transfers by Licensee hereunder, this License Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors and assigns. 6.6 Counterparts. This License Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. SIGNATURES ON THE FOLLOWING PAGE 5 APPROVED AS TO FORM: RUTAN & TUCKER LLP CITY: CITY OF LA QUINTA a municipal corporation By: -�/ 0 L/[,lry ��y" 44;? William H. Ihrke City Attorney Monika Radeva City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By: Mic ael enkins (Sep 11, 202411:26 PDT) z1/4/02 • Jo illen ity Manager LICENSEE: COACHELLA V ALLEY ASSOCIATION OF GOVERNMENTS, a joint powers authority created under the laws of the State of California B v: Tom Kirk (Sep 6, 202417:23 PDT) Michael Jenkins, Esq. Tom Kirk Executive Director 6 Exhibit A- City of La Quinta Property y " MAIN TER PER cwmo or6�No-eosw� // Solis ?" b 0 ink.,. �;� ks a�® .-WA. 'E... a-� N •��_; ` T 9T� • �filf :'1-.1.7):.X, 1® l / \ — pCP ,:°:/ u a -F V j _. 1` A `~Z� �. � .�.. ..,\ .CAS; \y " i'r,.iiED PO, PLAN'_ CVWD APPROVAL ,,,.,. , J., OSHEET KEYNOTES PoPNr 'E�FTNPEE o ALTTAxD K\ ES, SEAM, AND sMELT RIHSIn9N J C 9 rvG Ry 3 REMOVE NIL.O DANTE,CURP cEUTERERcuwr-. SECTION ASSEMBLY - ■ >r l ,r' = 0 0 L/C 140 03 w.. LL wL'. U -1J-5F M `u.';& .- 1 IR2 up, HER E. ecDpc2 / ag r5 % 60 b0 Crr gym... 1 KEY MAP , I I v LMM a ., a h�e1 VOLUME 5 v00 5,00 5.00 4.00 A :T ��,= �� ,.,.d. �... r MSA{ alta © uN *,,.nom `` ♦/+ CVAG CV/LINK :6ocl Luv+0LE' o-urOR517. CL,. Q a as-11A PLAN & PROFILE BEGIN TO END CP515 �V ., �u� �,.���. ,�. ..�. ,.. .., o, P_.�.M ,,,, ,. �.. s� . ��„ CVAG - License Agmt CV Link Access Final Audit Report 2024-09-11 Created: 2024-09-06 By: Allen McMillen (amcmillen@cvag.org) Status: Signed Transaction ID: CBJCHBCAABAAkEuMNuoY1JY0cbOzukI2s4Ww3FgBTQVp "CVAG - License Agmt CV Link Access" History Document created by Allen McMillen (amcmillen@cvag.org) 2024-09-06 - 11:34:53 PM GMT- IP address: 76.53.51.98 Document emailed to Tom Kirk (tkirk@cvag.org) for signature 2024-09-06 - 11:35:52 PM GMT Email viewed by Tom Kirk (tkirk@cvag.org) 2024-09-07 - 0:22:52 AM GMT- IP address: 146.75.146.0 O. Document e -signed by Tom Kirk (tkirk@cvag.org) Signature Date: 2024-09-07 - 0:23:06 AM GMT - Time Source: server- IP address: 72.132.59.49 Document emailed to michael.jenkins@bbklaw.com for signature 2024-09-07 - 0:23:08 AM GMT Email viewed by michael.jenkins@bbklaw.com 2024-09-07 - 0:59:43 AM GMT- IP address: 146.75.146.1 Email viewed by michael.jenkins@bbklaw.com 2024-09-11 - 5:16:59 PM GMT- IP address: 146.75.146.1 car} Signer michael.jenkins@bbklaw.com entered name at signing as Michael Jenkins 2024-09-11 - 6:26:19 PM GMT- IP address: 47.155.14.169 O. Document e -signed by Michael Jenkins (michael.jenkins@bbklaw.com) Signature Date: 2024-09-11 - 6:26:21 PM GMT - Time Source: server- IP address: 47.155.14.169 Agreement completed. 2024-09-11 - 6:26:21 PM GMT el Adobe Acrobat Sign