HomeMy WebLinkAboutA8554 -COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS CVAGLICENSE AGREEMENT BY AND BETWEEN
COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS
AND
THE CITY OF PALM SPRINGS
FOR CV LINK USES ADJACENT TO THE PALM SPRINGS VISITOR CENTER
1. PARTIES AND DATE,.
This License i\greenient is made and entered into this jL*UaN of 5VA4Z. ,202111 b, and
bemeen the C it\ of' PALM SPRINGS_ a municipal corporation organized under the iaN%s of the State of'
California ("City ') and COACI-11-1-LA VAI.LEY ASSOCIATION 01= GOVI:IZNMFNTS. a joint pwNers
authority created Underthe lams of the State of California ("Licensee" or "CVAG"). Cit\ and I-icensee arc
sometimes indk idualk. referred to as "IlartN" and collectivek as "Parties" in this Agreement.
2. RECITALS.
2.1 Cite. Cite is a municipal corporation orgam/cd under Illy laws of the Stab of CalilOrnia.
with power to own and operate public propert\ of \arious kinds and authorize the Use afsuch propert\ b\
Other public entities and parties. Such public properth in this License Agreement is adjacent to the Palm
Springs Visitor Center, referred to as -Property" in this Agreement, and more spccificallx described as.
Assessor I'arcel Number 504-040-05 3 and depicted ill LXhibit A.
I -) License. CVAG k adNancing a project knomi as "CV Link", a multi -modal
transportation laci tv t11at will connect the Coillriilillities of the Coachella ValleN by providing a means to
travel by lilot. bicycle or lo\\-speed electric vehicle rather than by automobile. CV link "ill extend Oyer
the Property Im which Cit\ has omier•ship interest. The rights and obligations arising from this
A},,reement shall only apply to the Propert\. the transportation lacilitV.�irlcludillg all permanent
iillproveillcnts, to be built on the 1'ropert\ \%ill herein be rc{erred to is "CV Link" or the "Project."
interchallueably .
2.3 Purpose. Cite desires to allm� CVAG to imp -me e the PropertN n ith an access point for
CV Link and provide the City with enhanced bicycle, pedestrian and lo\4 speed electric vehicle Iilcilitie>
for the general public. Said improvements for the benefit of the �Ieneral public shall include. but not be
limited to. shade structures, benches. trash can,, kiosks, bike rack. \%m finding signage. solar lights.
concrete, sparkle grain concrete. seeded glass concrete. decomposed granite and landscaping as depicted
in Exhibit 13, attached to this A�(Ireemem.
2.5 Consideration. This Agreement is made in consideration of' the terms, conditions and
mutual covenants contained herein. the suflicienc\ of'\\hich are hereby ackno\\lcdved.
3. LICENSE.
II Iernls of License. Cite herebN -rants to Licensee. includin<u, 1-icensee's klvuents.
emplo\ees. contraetors. and consultants.. a nonc\clusive license to enter the Propert\ for the purpose of
construction ol, CV Link. I. icensee ackno« ledges and agrees that this License does not extend to and Area
OUISide of the Property. All\- 1,icense or permission granted hereunder is subject to the discretion and
approval of the Cif, throughout the term of the License and the City retains authority to terminate am
acti4ities conducted pursuant to this Agreement.
3.2 Restrictions on License. Licensee shall not use. and Licensee shall prohibit any of' its
Agents (defined as follows) or Invitees (defined as follows) from tisim, the Property other than for the
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intended purposes described herein. The terns "Agents" shall mean 1_icensee's officers. directors, inemher,
agents. employees, invitees. contractors, subcontractors. and anv employees of such parties. 'rile terns
"In\ itecs" shall mean [,icensee's in\ itees. guests or business \isitors. By \vat ofe.xample only and \\ithout
limitation_ the 1,011o\\ ins, uses of the Propert\ b\ I. icensec, or am of its Agents or In\ itees. are as follo\\-s:
(a) I._icensee shall use the Property to construct an access point for CV Link for the
benefit of public use and have amenities including, but nol limited to, shade structures. benches. trash
cans. kiosks. hike racks, \\a\tinding si-nagc. solar lights, concrete. sparkle grain concrete. -seeded "lass
concrete. decomposed oranite and landscaping.
(b) Licensee nla) utilize the Property for potential future public and special cents:
CV Link marketing opportunities: and ally other similar uses that nlav be a benefit to the general public.
Under these circumstances. I.Icensec \\ill pro\ide proper event notification (i.e.. flyer. media
ad\-ertisement, etc.) prior to the e\ent and obtain \\rilten permission front the Cit\. Said permission shall
be granted by the Citv Manager.
4. TE RiM S
4.1 `ferns and Terlllinatioll of License. 'I he terns of this Agreement shall he perpetual and
shall renlatill in force so lone as the Cit\ remains in effect. I his AOreement shall not he effective.
enforceable, or hindino until the Agreement is appro\ed in \\riting by the CO.
4.2 Non-Asskgtinient o1 License. The permission. rights and pri\ ileges granted hereunder are
noneNclusive and nontransferable. Licensee shall not. either \oluntarily or b\ action of la\\. assiion or
transfer this License or an\ obliy_ation. right, title or interest assumed bN Licensee herein \\ ithout the prier
\\ritten consent of the Cit\. 1f 1icensee attempts an assignrllent ur transfer of this l.icentie or am
obligation, right. title or interest herein. City ma\ at its option. terminate the license and shall thereupon
he relieved from an\ and all obligations to Lleetlsce or Its assignee or tralhferec.
4.3 Compliance \\itll La\vs: RegulatorN Approvals. I.icenwe shall. at its sole expense,
conduct and cause to he conducted all undertakings oil the Property in compliance \\ith all la\\s.
regulations, codes. ordinances and orders of am governmental or other regulatorN entit,%, and whether or
not in the contclllplation of the parties. Such laws shall include. hilt are not limited to. local, state and
federal la\\s prohibiting discrimination in emploNnlent and public accommodations. licensee ah\a\s
agrees to conduct the undertakings Ill a safe and prudent manner with firll regard to the public safet\ and
to ohscr\e all applicable regulations and requests of the Cite and other govcrnlrlent agencies responsible
fir public safety. Licensee shall. at its sole c,,\pcnsc. al\\ays procure and maintain in Force during its use
or tile Property all licenses or approvals necessary to conduct the undertakillg.
4.4 Utilities. licensee diall not connect to or use all\' utility -,\stems or outlets unless such
use is specifically- authorised ill the undertakintg.
4.5 Cit\'s and Licensee's Dillies under License Agreement. City shall, at all times. conlpl\
\\ith the terms and conditions of the Agreement. including but not limited to its operations and
maintenance responsibilities of the inlpro\enlents listed in Section 2.3 abo\e. and shall cause all
necessar\ rights of \vat For the operation of the CV I.ink to remain in place. CVAG shall 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 undertakin�los oil the Propert\ under this
Agreement shall he consistent \\ ith the terms and conditions ofthe License and shall not cause the City to
become non -compliant \\itlt said terills and conditions.
5 5575.18100\3 2940776.1
5. INSURANCE:.
5.1 Minimum Requirements. licensee must maintain in force, during the f`tlll term of the
Agreement, insurance ill the fol IMN in;, anurtillt., and cox erages:
(a) Commercial General I_iabilit-, Insurance ►pith limits not less than $2,000.000 ill
agorregate and $1.000.000 each occurrence Combined Sinule Limit for Bodily Illjul-N and Property
Damage:
(b) Commercial Automobile [lability Insurance with limits not less thall $1.000.000
each OCCllrrence Combined Single l,.imit for Bodily Injure and Property Damage. including coverages for
owned, non -owned and (tired automobiles. as applicable: and
(c) Workers' Compensation 111Stirance Ill stalulor\ amounts With I_mplo\er's Liability
Coverage with limits of not less than $1.000,000 each accident.
(d) Should anN required lllstiranCC lapse during the terns of this Agreement. requcsl,
for payments originating after such lapse shall not be processed until the City receives sat isfactorN
evidence of` reinstated coy erage as required bN this Agreement, el'fective as of' the lapse date. If insurance
is not reinstated. the City mad, at its sole option, terminate this Agreement effective oil the date of -such
laptic Of insurance.
le) Belore commencing., am operations under this Agreement. Licensee shall do the
following: (a) furnish to Ci1N certificates of' insurance, and additional insured police endorsements with
insurer, that are authorised 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 conlplClc copies of policies promptly upon
City request. Failure to maintain insurance shall constitute a material breach oftllis Agreement,
6. MISCELLANI?OUS PROVISIONS
6.1 No Assi+unment. Neither this Agreement nor any duties or oblivations hereunder maN be
assigned. conveyed or delegated by the I.ieellsce prior to completion of' the CV (..ink on the Property
11nlesS first approved by the Cite b\ written instrument executed and approved in the same masher as this
Agreement.
6.2 No .10illt_Ve11lt11'CS or Partnership: Independent Licensee. This Agreement does not create
it partim—ship or joint venture between City and Licensee. Licensee shall be solel\ responsible for all
platters relating to payment of its employees. including. \\ithout limitation. compliance with all federal,
state or local law and re+i'ula6011S.
6.3 Impossibility of' Performance. If. For any reason. all unforeseen event occurs which is
beyond the control of the Cite and the Licensee, which e\ent renders impossible the fulfillment of am
terns ol`this Agreement, Licensee and the City shall hale no right to. Igor claim for_ damages against the
other.
6.4 Notices. Except as otherwise provided herein. all\ notices given under this Agreement
shall be addressed as follows:
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55575.18100\32940776.1
fo CitN: David II, Reddy. F.sq.. Ph,D,
C'it% I'lana<,er
CIIN of Palm Springs
3200 L. Tahquitz Canyon Way
Palm Springs. CA 92262
To Licensee: Tom Kirk
FXectltive Director•
Coachella Valley Association of'Governments
7 3-710 bred Warily Drive. Suite 200
Palm Desert. CA 92260
Notice shall he deemed (a) the date N%hen it is deposited with the U.S. Post Office. if sent h� fir,l
class or certified mail. (b) one (1) business daN after the date %Nhcn it i, deposited NNith all oxerlik,ht
courier. if nc\t business daN- delkCry is required. (c) upon the date personal deliver,. is made. or (d) upon
the date %then it is,ent by lacsimile. if'the sender receives a facsimile report confirming such delivery has
been successful and the sender mails a copy of' such notice to the other partN by U.S. first-class mail oil
such date.
6.5 General Provision. This Agreement maN be amended or modified only in %%riting
and signed and appro\ed by City and Licensee. No \\al\Cl' b\ any part\' of ally of* the pro\isions ofthis
Agreement shall be effective unless in M16111-1 alld sighed by all officer of other authorized reprcNelltalkc,
and o111� to the extent e,\prcssly provided Ill Such %%rittell \\i]l\l'I'. I:\cept as e\I)ressl\ set forth herein to
the contrary. all approvals and determinations of Clt\' r'equeste(L required of permitted hereunder may be
made in the sole and absolute discretion of the City Manager or other authorised City official. -Phis
instl'unlent (including 111C C\hibltS hereto) contains the ciltire agreement bemcen the parties and all prior
written or oral negotiations, drsellSsrollS. lnldel'Stalldings and agreements are nicr;,red herein. This
Agreement shall be ,uoverned by and subject to Calilornia la\\ and the City's NRillicipal Code. Ifeither
party commences an Action against the other or a dispute arises under this Agreement, the prc%ailimg part
shall be entitled to recorcr From the other reasonable attorne\s' fees and costs. Subject to the prohibition
against assiyonnlents or other transfer, by Licensee hereunder. this Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs. representatives, successor, and assigns,
SIGNAL L. RFS ON I Ill: FOLLOWING PAGE
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55575.18100\32940776.1
APPROVED AS TO FORM:
13�
- I1 I'li I
APPROVED AS TO FORM:
BE,
IIN :
A,rTEST:
C' ,� C lcl-
CITY:
CITY OI. PAI.M SPRINGS.
a municipal corporation
1
E3a _
Name: David H, Keact\.Ph.D.
Title: Citt�anaucr .
LICENSEE:
COACI-11 1 1,A V Alll-'Y ASSOCWHO`
Ol- GOVGRNMI=N I-S, a joint po%%crs authority
ci-sated under the of the Stale of Calilornia
Name: 'I-om Kirk
Title: ILXcclltil e Director
APPROVED BY CITY COUNCIL16,
"15 �n
55575 18100\32940776 1
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