Tradition Club/Washington Wall MOU 01 MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (the "Memorandum") dated,..~_/_Z.~,
2001, by and between the TRADITION CLUB ASSOCIATES, LLC, a Delaware Limited~.ial~dity
Company (the "Tradition"), and the CITY OF LA QUINTA, a municipal corporation (the "City")
outlines the respective obligations of Tradition and City regarding the construction of a
masonry wall along the west side of Washington Street, beginning on the southwest corner
of the intersection of Avenida La Fonda and Washington Street, and continuing approximately
590 ft. along the west side of Washington Street and terminating at the existing masonry wall
located on the northwest corner of the intersection of Avenue 52 and Washington Street, in
the City of La Quinta, County of Riverside, State of California.
RECITALS
WHEREAS, the Tradition desires to construct a wail along the west side of Washington
Street, between Ave. La Fonda and Ave. 52 to enhance the aesthetics of the approach to
their development; and
WHEREAS, the Tradition desires to participate in the costs of the design and
construction of said wall on an equal basis with the City; and
WHEREAS, the City desires to participate equally in the costs of the design and
construction of said wall with the Tradition.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as fellows:
Section 1. Recitals. The foregoing recitals are true and correct.
Section 2. Citv's Obliqations
a. The City shall provide advance payment for all costs associated with the
completion of the wall improvements, including, but not limited to, the cost for
an acoustic study, professional design services, construction management,
construction administration, construction staking, permit fees, and inspection
and any other costs necessary to construct an acoustical barrier/garden wall
between the southwest corner of the intersection of Ave. La Fonda and
Washington St. and the northwest corner of the intersection of Ave. 52 and
Washington St., a distance of approximately 590 ft.
b. City shall contract for the professional design services necessary, hire the
contractor and administer the project.
c. City shall provide to the Tradition detailed records of all costs incurred and the
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amounts to be reimbursed on an equal share basis.
d. City's portion of the cost, to be borne by the City, shall be not be more than
$54,000.00
e. City will assume the responsibility for Project Management, for which they will
be reimbursed one-half of the fee of 12.75% (7.75% Inspection/Testing plus
5% City Administration) of the total cost of the wall.
Section 3. Tradition's Obliqations
a. Tradition shall reimburse City one half of the total costs incurred to complete
the wall improvements, including, but not limited to, the cost for an acoustic
study, professional design services, construction management, construction
administration, construction staking, permit fees, inspection and any other
costs necessary to construct an acoustical barrier/garden wall between the
southwest corner of the intersection of Ave. La Fonda and Washington St. and
the northwest corner of the intersection of Ave. 52 and Washington St., a
distance of approximately 590 ft. The total amount that Tradition shall
reimburse City shall not exceed $40,000, which includes reimbursement for the
cost of constructing the wall improvements and one-half of the fee set forth in
Section 2.e.
b. Tradition will remit to City its share of the cost of the wall within 30 days of
receipt of invoice from City.
Section 4. Termination of A~reement
a. Either party may terminate the Agreement following the completion of the
acoustic study within 20 days of said study being completed, before further
monies are committed toward completion of the wall by notifying the other
party, in writing, of their intent to do so. Termination of this agreement may
not occur pursuant to this section once the City begins expending money for
the wall.
Section 5. Desitin Review and Approval
a. The City retains full authority for the wall design review and approval.
Section 6. Mutual Indemnification
a. City and Tradition mutually agree to defend, indemnify, and hold harmless each
other and each other's employees, officers, invitees, trustees, directors, and
agents, individually and collectively, from and against all costs, losses, claims,
demands, suits, actions, attorney fees and costs, payments, and judgements,
arising from personal or bodily injuries, death, property damage, or otherwise,
brought or recovered against any of the above that may arise from or be alleged
to be caused by the performance of this Memorandum but not only in
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proportion to and to the extent that such liability, loss, expense, attorney's
fees, or claims for injury, death, or damages are caused by or result from the
negligent or intentional acts or omissions of City or Tradition and/or the
employees, officers, agents, invitees, trustees, or directors of the indemnifying
party.
Section 7. Insurance
a. City shall require any and all contractors that perform work pursuant to the
Memorandum to maintain, at a minimum, a commercial general liability
insurance policy, an excess liability/umbrella insurance policy, and an "any
auto" automobile insurance policy, each at limits of at least $1 million, and a
builders' risk insurance policy at 100% of the total cost of the work required
pursuant to the Memorandum.
b. City shall also maintain, at a minimum, a commercial general liability insurance
policy, an excess liability/umbrella insurance policy, and an "any auto"
automobile insurance policy, each at limits of at least $1 million.
c. The contractor(s) insurance shall be primary both to any Tradition insurance
coverage and to the City's insurance policy in the amount of any loss for any
claim made that in any way relates to the work or the performance of the work
pursuant to the Memorandum. The City's insurance policy shall be primary to
any Tradition insurance coverage.
IN WITNESS WHEREOF, Tradition and City have caused this Memorandum to be
executed as of the date first above written.
TRADITION CLUB ASSOCIATES, LLC CITY OF LA QUINTA
TRADITION
Approved as to Form:///~ Approved as to Form:
Date: ~'~'Z~ ~'~/x/? c~O0// Date: ~//'~/
Name: ~V/~ ~~ Name: Thomas P. Genovese
Title: ~1~ Title: City Manaqer
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~ D~a~t e~/,~j ATTEST:
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