Port of NY and NJ/Trade Ctr Artifact 11P.O. Box 1504
LA QUINTA, CALIFORNIA 92247-1504
78-495 CALLe TAMPICO (760)777-7000
LA QUINTA, CALIFORNIA 92253 FAX (760) 777-7101
July 6, 2011.
The Port Authority of New York and New Jersey
225 Park Avenue South
New York, NY 10003
The purpose of this letter is to confirm and memorialize the full and
complete legal transfer by The Port Authority of New York and New
Jersey (the "Port Authority") to City of La Quinta of that certain piece of
steel of the former World Trade Center, identified as G-0118e in the Port
Authority's World Trade Center Archive: Artifact Inventory Report of
January 31, 2007 (the "Steel"). City of La Quinta has requested that
the Steel be made available to them, in its present condition.
1. A property interest in the above -described Steel is hereby
conveyed, and full and complete legal ownership of the Steel is given.
2. The Port Authority makes no representation or warranty
whatsoever as to the condition or fitness of the Steel, either express or
implied, and no Commissioner, officer, agent, or employee of the Port
Authority is authorized to make any representation or warranty as to the
Steel. City of La Quinta shall have no claim against the Port Authority
for any defect or other condition of the Steel and agrees to accept the
Steel "as is." There are no warranties, express or implied.
3. City of La Quinta agrees to defend, indemnify and hold the Port
Authority, its Commissioners, officers, representatives and employees
harmless from and against all losses, liabilities, damages, injuries, claims,
demands, costs, attorney fees, and other expenses incurred by the Port
Authority and/or its Commissioners, officers, representatives and
employees in any manner resulting from or arising with respect to City of
La Quinta's possession, use or operation of the Steel or the possession,
use or operation of the Steel by any person under the control and
authority of City of La Quinta.
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4. City of La Quinta will be responsible for all costs of the removal
and transportation of the Steel to its facility.
5. This, agreement may ndt be assigned by either party without the
approval of the other party.
6. This Agreement is subject to all the terms and conditions of either
or both of a Court Order dated December 4, 2009 or July 22, 2010, of
the United States District Court for the Southern District of New York,
both annexed "hereto.
7. Any written notice giver' by either party to the other under the
provisions of, or with respect td, this letter agreement, shall be delivered
in person, or by certified or registered mail to the following addresses:
Port Authority: The Port Authority of NY & NJ
225 Park.Avenue South
New York, NY 10003
Attn.: Executive Director
The Port Authority of NY & NJ
225 Park Avenue South
New York, NY 10003
Attn.: General Counsel
City of La Quinta; city of La Quinta
78495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92247-1504
or to such other address(es) as each patty hereto may notify the other.
8. This agreement shall be governed by and construed in accordance
with the laws of the State of New York.
9. The entire agreement of the parties is contained herein and no
changes or modifications shall be valid or enforceable unless in writing
and signed by the party to be charged therewith.
10. Neither the Commissioners of the Port Authority, nor any director,
officer or employee thereof shall be held personally liable under or .in
connection with this letter agreement.
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11. If any provision of this letter agreement is determined to be
unlawful, contrary to public policy, void or unenforceable, all remaining
provisions shall continue in full force and effect.
To confirm the agreement of the Port Authority with the foregoing,
kindly sign a counterpart of this letter in the space provided below, and
return such signed counterpart to the attention of the undersigned.
�Very truly yours,
Thomas P. Genovese, City Manager
City of La Quinta
The Port Authority of New York and New Jersey
By:
Title: Executive Director
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