Loading...
HomeMy WebLinkAboutCarlsbad Investors Limited; 1983-07-15;' , ' I Ir I • • I I • f" ' . LICENSE AGREEMENT /( TH I S LI CE NS E AGREEMENT (th i s "Agreement 11 ) i s made th i s /s --day of July, 1983, by and between CARLSBAD INVESTORS LIMITED, a California Limited Partnership ("CIL") and COSTA REAL MUNICIPAL WATER DISTRICT, a Municipal Water District ("Water District"). RECITALS: A. CIL is the owner of certain unimproved real property in the City of Carlsbad, County of San Diego, State of California, as shown in Exhibit "A" which is attached hereto and incorporated herein by reference ("CIL Property"). B. Water District owns those certain underground water pipes as located as of the date of this Agreement along the easterly boundary ' \ of the CIL Property ("Existing Pipelines") and an easement for installation, operation and maintenance of the Existing Pipelines located within the existing Water District easement filed with the San Diego County Recorder's Office per File No. 75-30141, within the easterly 10 feet of the CIL property. C. Upon the terms and conditions hereinafter set forth, CIL has agreed to grant Water District a license to enter the remainder of the CIL Property not covered by the said easement ("Remainder CIL Property") for the sole purpose of operating and maintaining the Existing Pipelines. NOW, THEREFORE, it is agreed as follows: 1. Grant of License. In consideration of Water District's promises herein, CIL hereby grants a license, revocable and terminable as hereinafter provided, to Water District to enter on Remainder CIL Property for the sole and exclusive purpose of operating and maintaining the Existing Pipelines all on the terms and conditions herein set forth. - 1 - 2. Recognition of Title. Water District hereby acknowledges the title of CIL to the CIL Property and agrees never to assail, resist or deny such title in any way. 3. Use of License. The license granted herein may be used by Water District only the extent reasonably required for access to its Existing Pipelines where located as of the date of this Agreement. Water District shall have only those incidental rights across those portions of the CIL Property immediately abutting the existing easements, to the extent absolutely necessary to accomplish the intent and purpose of the license granted herein. Water District shall, prior to entering any portion of the CIL Property other than that immediately abutting the existing easements, give written notice to CIL specifying to the nature, reason, extent, duration and timing of said entry except in the event of an emergency situation involving safety and/or the protection of property rights where it is totally impractical to give such notice. In the event Water District enters CIL Property for any purpose except as specifically set forth in this Agreement, Water District shall be trespassing, this license shall automatically terminate without notice to Water District and CIL shall have all remedies available at law and equity. 4. Exclusiveness. The license granted herein is non-exclusive and shall be used by Water District in common with CIL and all other grantees of CIL. CIL retains any and all of the rights not specifically herein granted, including but not limited to (i) any and all rights which are not completely and directly incompatible with the license specifically granted herein, and (ii) the right to grant licenses to other third parties over, under and through the same land area where the license is located for any purpose. 5. Obligations as to Existing Pipelines. CIL has no obligations as to the Existing Pipelines and no claim of contribution or liability in any manner may be made against CIL for same. -2 - '' 6. Restrictions and Limitations. Water district shall have NO RIGHT: A. To grant to or license the use of said license to enter by any other person, except to employees and agents of Water District over which Water District maintains control and responsibility. B. To alter or obstruct CIL Property except as absolutely required for compliance with obligations or repair and maintenance on the Existing Pipelines or as may be from time to time approved by CIL in writing. 7. No Expansion of License by Prescription. The use of this license to enter as granted herein to Water District shall be deemed permissive and wit h consent and such use shall not be construed as an implied dedication to public or private use nor shall any individual user of same be deemed to have acquired a prescriptive easement as a result of the use of this license to enter. The use, nature, extent and/or character of this license shall not in any way be deemed expanded by prescription beyond the constraints set forth herein but, rather any expansion shall be construed as permissive hereunder and revocable at will by CIL. 8. No Structures. Water District shall not erect any permanent buildings or other structures hereunder, or erect, or having erected or installed, permit to remain on the Remainder CIL Property any temporary structures, fixtures, shelters, attachments or other things attached to or being on the Remainder CIL Property and placed thereon by Water District except the Existing Pipelines and furthermore, Water District shall not relocated the Existing Pipelines. 9. Compliance With Laws. Water District shall comply with all rules and regulations whether federal, state, county or municipal relating to the occupancy and use of the Remainder CIL Property under this license, and shall take all reasonable precautions to prevent or suppress fires thereon . Water District shall not perform or permit - 3 - '1 any of its employees or agents to perform any disorderly conduct or commit any nuisance on the Remainder CIL Property. 10 . Indemnification. Water District agrees to protect, indemnify and save (and defend upon CIL's demand) harmless CIL against and from any a nd all claims by or on behalf of any person, firm, corporation or governmental authority arising from the use of the license granted herein or from any work or thing whatsoever done in or on the Remainder CIL Property by, for, or under Water District, and will further protect, indemnify and save (and defend upon CIL's demand) CIL harmless agai nst and from any and all claims arising during the term of this Agreement which is caused by Water District or its employees or agents, or arising from any breach or default on the part of Water District in the performance of any covenant or agreement on the part of Water District to be performed, pursuant to the terms of this Agreement, or arising from any act of negligence or fault of Water District, its agents or employees, and from and against all costs, expenses and liabilities incurred in connection with any such claim, action or proceeding brought thereon, including, without limitation, reasonable attorneys' fees. Water District covenants and agrees that any and all maintenance and repair work shall be of good quality, leaving the CIL Property free of liens for labor and materials. Water District covenants that it shall prevent any mechanics, materialmen's contractor's and subcontractor's liens arising from any work of repair and maintenance as herein provided or any other claims or demands of any nature, from being enforced against the CIL Property, and that the Water District shall pay all such claims, liens a nd demands before any action is brought to enforce payment thereof . 11 . License Not Assignable. Water District's privileges hereunder shall not be assignable in whole or in part without the prior consent of CIL. Any attempt to assign this license sha l l be a breach of this Agreement and all rights of Water Dist r ict under this agreement shall automatically terminate without notice. -4 - I r 11 - 12. Termination. The license granted herein shall automatically terminate without notice twelve (12) months from the date of this Agreement. 13. Miscellaneous. 13. 1 Notice. Any notice or delivery by either part to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed communicated as of actual receipt. Mailed notices may be addressed as set forth below, but each party may change his address by written notice in accordance with this paragraph. To Water District: To CIL: 13.2 Time of Essence. provisions hereof. 13.3 Binding Effect. Costa Real Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Carlsbad Investors Limited 17941 Mitchell Street Irvine, CA 92716 Attn: Dwight Spiers Time is of the essence of the This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, and assigns of the parties hereto, exept as hereinabove expressly provided. 13.4 Attorneys• Fees. Should any litigation be commenced between the parties to this Agreement concerning said premises, this Agreement, or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for his attorney 1 s fees in the litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 13.5 Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this instrument shall be of no force or effect excepting a subsequent modification in writing, signed by all parties. - 5 - .... 13.6 Documents to Remove or Correct Cloud. Water District agrees to execute, acknowledge and deliver to CIL within five (5) days after request therefor, any documents, including but not limited to, a quitclaim deed, required by any reputable title company to remove or correct all or any portion of the cloud of this Agreement as to the CIL Property. 13.7 Waiver. No waiver of any breach of any of the terms, covenants, agreement, restrictions or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions and conditions hereof. 13.8 Covenants to Survive. The covenants and agreements contained herein shall survive the consummation of this transaction and shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as of the day and year first above written. CARLSBAD INVESTORS LIMITED, a California Limited Partnership ~ ~~ By~~:---,-:------=-=-=--==-=------DWIGHT W. SPIERS General Partner COSTA REAL MUNICIPAL WATER DISTRICT, a Municipal Water District By~, [;L<!:_ ~ WIL'{AM C. MEADOWS General Manager -6 -