VB BTS II LLC - Bermudas Cell Tower CA-7264 Entry Agrmt 2023CA-7264
ENTRY AGREEMENT
THIS ENTRY AGREEMENT ("Agreement") is made and entered into as of April 1, 2023 and
is by and between City of La Quinta, a municipal corporation ("Grantor") and VB BTS II, LLC, a
Delaware limited liability company ("Grantee"), concerning property controlled by Grantor and more
commonly known as parcel number 774-182-007 located in Riverside County in the state of California (the
"Property").
WHEREAS, Grantor and Grantee desire to provide for the entry upon, and use of, the Property for
the limited purposes outlined herein and pursuant to the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, undertakings, and
other consideration set forth in this Agreement, Grantor and Grantee agree as follows:
1. Consent. Grantor consents and agrees that Grantee and its employees, contractors, agents,
engineers, surveyors and other representatives ("Authorized Parties") may enter upon the Property for
purposes of entry onto the Property and performing such tests, surveys, and assessments which are
commercially reasonable and necessary for Grantee to evaluate the Property for potential use as a
telecommunications facility only ("Permitted Activities"). Grantee represents and warrants that such
access is for the purpose of the Permitted Activities and for no other purpose. Grantee shall under no
circumstances modify, alter, disturb, or damage in any way the Property.
2. Access. Grantor agrees that the Authorized Parties may enter upon the Property to perform
the Permitted Activities for a period of six (6) months following the execution of this Agreement on regular
business days during the hours of 8:OOAM and 5:OOPM (and other hours as may be reasonably necessary
when approved in writing by Grantor in advance); provided, however, Grantee shall contact Grantor's City
Manager's Office prior to entering the Property. Notwithstanding the foregoing, Grantor may terminate
this Agreement at any time and for any reason upon five (5) days written notice to Grantee.
3. Damage to Real and Personal Property. If at any time Grantee shall do or cause to be
done any damage or alteration as the result of the Authorized Parties use, acts, errors, or omissions or the
Permitted Activities, Grantee, shall be responsible for all costs and expenses for the restoration / repair of
said damaged area and/or real and personal property to the same condition that existed before Grantee's
entry onto the Property, reasonable wear, tear and casualty excepted.
4. Indemnity. Grantee agrees to indemnify, hold harmless, and defend Grantor and its
affiliates, its respective directors, officers, managers, equity holders, agents, lenders, representatives, and
employees (the "Owner Indemnified Parties") from and against any and all claims, actions, damages,
liability and expense arising from or out of any occurrence in, upon or at the Property arising out of (i) the
Authorized Parties use of the Property; (ii) caused by the act or omission of the Authorized Parties in
conducting the Permitted Activities; or (iii) any negligence or other wrongful act or omission on the part of
Grantee. Any defense conducted by Grantee of any such claims, actions, damages, liability and expense
will be conducted by attorneys chosen by Grantee, reasonably approved by Grantor, and Grantee will be
liable for the payment of any and all court costs, expenses of litigation, reasonable attorneys' fees and any
judgment that may be entered therein. The indemnification obligations shall survive the expiration or
termination of this Agreement.
3.23.2022 form
VB Site #: US-CA-7264
VB Site Name: Avenida Bermudas
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5. Insurance. Grantee shall insure against property damage and bodily injury arising by
reason of occurrences on or about the Property by Grantee or Authorized Parties in the amount of not less
than $1,000,000. The insurance coverage provided for herein may be maintained pursuant to master
policies of insurance covering other communication facilities of Grantor and its corporate affiliates. All
insurance policies required to be maintained by Grantor hereunder shall be with responsible insurance
companies, authorized to do business in the State where the Property is located if required by law, and shall
provide for cancellation only upon ten (10) days' prior written notice to Grantor. Grantee shall evidence
such insurance coverage by delivering to Grantor, if requested, a copy of a certificate of insurance of such
policies issued by the insurance companies underwriting such risks.
6. Term and Survival. This Agreement, unless earlier terminated by Grantee in writing,
shall be for a period of six (6) months. Sections 3, 4, and 5 of this Agreement shall survive any termination
or expiration of this Agreement for a period of two (2) years.
7. Governing Law, Venue. The parties agree that the interpretation and construction of this
Agreement shall be governed by the laws of the state in which the Property is located, without regard to
such state's conflict of laws provisions. Any action commenced to enforce the provisions of this Agreement
shall be commenced in the courts of Riverside County, California.
8. GRANTOR, FOR ITSELF AND ON BEHALF OF ALL GRANTOR'S
AFFILIATES, SPECIFICALLY DISCLAIMS, AND GRANTEE EXPRESSLY WAIVES, ANY
WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, EXPRESS OR
IMPLIED, PAST, PRESENT, OR FUTURE, OF, AS, TO, OR CONCERNING: THE NATURE
AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
IMPROVEMENTS AND STRUCTURES LOCATED THEREON, AND THE SUITABILITY OF
THE PROPERTY, IMPROVEMENTS, AND STRUCTURES FOR ANY AND ALL PERMITTED
ACTIVITIES THAT PURCHASER MAY ELECT TO CONDUCT THEREON; THE
COMPLIANCE OF THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS,
RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR
OTHER BODY, INCLUDING; ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE PROPERTY OR IMPROVEMENTS THEREON; AND WARRANTIES
(EXPRESS OR IMPLIED) OF CONDITION REGARDING THE FITNESS OF THE PROPERTY
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TENANTABILITY, HABITABILITY,
OR SUITABILITY FOR ANY INTENDED USE. GRANTOR SHALL NOT BE LIABLE TO
GRANTEE, OR ANY EMPLOYEE, AGENT, OR OTHER PERSON ACTING ON GRANTEE'S
BEHALF FOR ANY CLAIMS, LOSSES, COSTS, DAMAGES, EXPENSES, LIABILITIES, LIENS,
ACTIONS OR CAUSES OF ACTION, CHARGES, AWARDS, ASSESSMENTS, FINES, OR
PENALTIES OF ANY KIND ARISING OUT OF GRANTOR'S PERFORMANCE OF THIS
AGREEMENT.
9. Attorneys' Fees. If either Party to this Agreement brings any action, including an action
for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be
entitled to reasonable attorneys' fees and expenses incurred including costs, in addition to any other relief
to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by Grantor for legal services multiplied by the reasonable
number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees
in the same action or in a separate action brought for that purpose.
3.23.2022 form
VB Site #: US-CA-7264
VB Site Name: Avenida Bermudas
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10. Assignment. This Agreement may not be assigned without the mutual written agreement
of the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
Grantor:
City of La Quinta
a municipal corporation
Grantee:
VB BTS II, LLC
a Delaware limited li
Bv; By:
Name: Jon McMillen Name:
Titl iry-Manager Title: 41 TOL1 De --
.--Date: 03/28/2023 Date; f ayr-h 3a I 03
Approved As To Form:
William H. Ihrke, City Attorney
3.23.2022 form
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VB Site #: US-CA-7264
VB Site Name: Avenida Bermudas
CALIFORNIA
SITE LOCATION AND DETAILS
APN: 774-182-007 I Current Use: Vacant Land
Crossroads: Avenida Bermudas and Avenida Martinez, directly south of Coachella
Valley Water District maintenance property.
Project Description: A portion of the property that will be contained with a 75'x75' lease
area with a 75' monopole and a 12' x 40' access easement, as described in the following
exhibits.
T8495 Calie Tampico I La Ruinta, California 92253 I TSII.TTT.T{IOC I www.laquintaca.goy
CALIFORNIA
T8495 Calie Tampico I La Ruinta, California 92253 I TSII.TTT.T{IOC I www.laquintaca.goy