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KSL & Lichliter/Roundabout 00nvriicnI ORIOU" qI t� tz� City of La Quinta AGREEMENT FOR REPLACEMENT OF PUBLIC IMPROVEMENTS THIS REIMBURSEMENT AGREEMENT is made and entered into this 5 day of January, 2000, by and between KSL Land Holdings, Inc., a Delaware corporation herein after referred to as "KSL," and the City of La Quinta, a Charter City, herein after referred to as the "CITY" in regard to Project No. 99-05, Jefferson Street Improvements, Phase 1 — Avenue 54 to Highway 111, referred to as the "PROJECT." RECITALS: A. KSL is the owner of the property on the northeast and southwest corners of Avenue 52 and Jefferson Street. B . WHEREAS, KSL has tendered an offer in writing, dated July 12, 1999, (attached hereto as Exhibit A) as a commitment to pay the reasonable cost to construct a traffic signal at the intersection of Avenue 52 and Jefferson Street, if the City constructed a roundabout traffic control device, referred to as a "ROUNDABOUT," at the intersection of Avenue 52 and Jefferson Street as part of the scope of work for the PROJECT, and the ROUNDABOUT fails to provide traffic circulation to the CITY's reasonable satisfaction. C. WHEREAS, the CITY, acting as "Lead Agency" to manage and administrate the PROJECT, and acting in the public interest to improve regional and local public transportation facilities has agreed to cause the construction of a ROUNDABOUT at the intersection of Avenue 52 and Jefferson Street. D. WHEREAS, the CITY did advertise and receive public bids for the PROJECT. The CITY did then award a contract to the lowest responsible bidder to construct all public improvements within the PROJECT limits, including a ROUNDABOUT traffic control device at the intersection of Avenue 52 and Jefferson Street. E. WHEREAS, in the event the ROUNDABOUT fails to provide traffic circulation to the City's reasonable satisfaction and as a result a' traffic signal is required to be installed by the CITY, KSL has agreed to reimburse the City for the full and complete cost to remove the existing ROUNDABOUT and replace it with a signalized "standard model" intersection traffic control device as more particularly described below. NOW, THEREFORE, it is agreed by and between the parties hereto as follows: 1. Terms and Conditions. The terms and conditions of this Agreement shall be in effect for a period of ten (10) years from the date of recording of the Notice of kslcityrdaboutagO 1 1/12/00 Completion for the PROJECT, which CITY shall timely cause to be recorded upon completion of the PROJECT. 2. Responsibilities of Parties. When a signalized, "standard model" intersection traffic control device is reasonably deemed by the City Council to be more efficient, effective and safe than the ROUNDABOUT, the CITY shall notify KSL in writing within thirty (30) days of declaring such finding. Upon receipt of the City's finding, KSL shall, within 90 days, and at its sole expense, cause the preparation and submission of a design for the conversion of the ROUNDABOUT to an intersection with a signalized, standard model intersection traffic control device, which includes, but is not limited to, video detection, synchronous signal control operation, luminaries, pedestrian control, pavement striping, and all associated hardware, software, mechanical and electrical appurtenances, to make the signal operational and functional for the purpose for which it was designed ("Signalized Intersection"). The design shall be prepared by a Traffic Engineer registered in the State of California. The design shall be subject to the City Council's' review and approval. Once the City Council has approved the design, the CITY shall immediately thereafter, seek bids to perform the following: a. The removal of the existing ROUNDABOUT at the intersection of Avenue 52 and Jefferson Street located within the incorporated boundaries of the CITY and constructed by the CITY, and the installation of all pavement necessary for the conversion of the ROUNDABOUT to a signalized intersection. b. The construction of the Signalized Intersection. (The actions called for in Paragraphs 2a and 2b is collectively referred to hereinafter as "the Work"). Once the CITY has agreed upon a bid for the Work that the CITY is willing to accept (the "Approved Bid"), the CITY shall so notify KSL in writing, setting forth in reasonable detail the anticipated costs for the Work as reflected in such Approved Bid. Upon receipt of such Approved Bid, KSL shall have thirty (30) days thereafter, in which to elect in its sole discretion, to either (a) construct the improvements comprising the Work or (b) have the CITY accept the subject Approved Bid, award a contract and construct the Work pursuant thereto. KSL's election shall be in writing and submitted to the City Clerk on or before the expiration of such thirty (30) day period. 3. Construction by KSL. In the event KSL elects in its sole discretion to construct the improvements comprising the Work, then CITY agrees to reasonably cooperate with KSL in obtaining all necessary permits and approvals and KSL agrees to diligently pursue completion of the Work within one (1) year of KSL obtaining all necessary permits and approvals, all at KSL's expense. 4. Payment to City. In the event KSL elects to have the CITY perform the Work, then upon the written request of the CITY, KSL shall open an interest bearing kslcityrdaboutagr3 2 1/12/00 account for the benefit of the CITY (at a financial institution mutually acceptable to CITY and KSL) in which KSL shall deposit the Approved Bid amount for the Work, plus an amount equal to all the CITY construction support cost, construction survey, inspection, materials testing and City staff contract administration, in an aggregate amount not to exceed twelve and one-half percent (12.5%) of the Approved Bid amount for the Work (the "City Administrative Fee"). The interest on such account shall inure to the benefit of KSL. CITY on its signature alone, shall have the right to withdraw the Approved Bid amount and the City Administration Fee, from time to time, to pay for the cost of the Work, as such costs are incurred by CITY. Upon deposit by KSL of the Approved Bid amount plus the City Administration Fee, KSL shall be deemed to have satisfied its financial obligation to pay for the construction of the Work as described in this Reimbursement Agreement, except that KSL agrees to also reimburse the City any reasonable costs incurred by the City due to change orders for the Work. The City agrees to consult with KSL prior to approving any change orders. 5. General Provisions. a. The term, conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the parties hereto. b. Neither party to this Agreement relies upon any warranty or representation not contained in this Agreement. C. This Agreement shall be governed by and interpreted with respect to the laws of the State of California. d. Any failure or delay by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies provided for herein. e. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. f. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney s fees and legal costs from the losing party. 6. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in writing and with served personally or sent by prepaid, first-class mail to the address set forth hereinafter. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. kslcityrdaboutagr3 3 1/12/00 7. Full and Entire Agreement. All agreements of the parties hereto and all previous understandings, negotiations and agreements are integrated into and superseded by this Agreement. 8. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect. 9. Authority of Signatories. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Approved as to Form: /h Dawn C. Honeywell, Cfty Attorney Date CITY: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, CA 92253 r' 10 Thomas P. Genovese, City Manager Date ATTEST: DEVELOPER: KSL LAND HOLDINGS, INC: 55-920 PGA Boulevard La Quinta, CA 92253 (760) 564-71�6 Fax (760) 564-7131 By: Dat Title: � 1 kslcityrdaboutagr3 4 1/12/00 City of La Quinta AGREEMENT FOR REPLACEMENT OF PUBLIC IMPROVEMENTS THIS I � RE MBURSEMENT AGREEMENT is made and entered into this day of /, g,r, 2000, by and between KSL Land Holdings, Inc., a Delaware corporation herein after referred to as "KSL," and the City of La Quinta, a Charter City, herein after referred to as the "CITY" in regard to Project No. 99-05, Jefferson Street Improvements, Phase 1 — Avenue 54 to Highway 111, referred to as the "PROJECT." RECITALS: A. KSL is the owner of the property on the northeast and southwest corners of Avenue 52 and Jefferson Street. B. WHEREAS, KSL has tendered an offer in writing, dated July 12, 1999, (attached hereto as Exhibit A) as a commitment to pay the reasonable cost to construct a traffic signal at the intersection of Avenue 52 and Jefferson Street, if the City constructed a roundabout traffic control device, referred to as a "ROUNDABOUT," at the intersection of Avenue 52 and Jefferson Street as part of the scope of work for the PROJECT, and the ROUNDABOUT fails to provide traffic circulation to the CITY's reasonable satisfaction. C. WHEREAS, the CITY, acting as "Lead Agency" to manage and administrate the PROJECT, and acting in the public interest to improve regional and local public transportation facilities has agreed to cause the construction of a ROUNDABOUT at the intersection of Avenue 52 and Jefferson Street. D. WHEREAS, the CITY did advertise and receive public bids for the PROJECT. The CITY did then award a contract to the lowest responsible bidder to construct all public improvements within the PROJECT limits, including a ROUNDABOUT traffic control device at the intersection of Avenue 52 and Jefferson Street. E. WHEREAS, in the event the ROUNDABOUT fails to provide traffic circulation to the City's reasonable satisfaction and as a result a traffic signal is required to be installed by the CITY, KSL has agreed to reimburse the City for the full and complete cost to remove the existing ROUNDABOUT and replace it with a signalized "standard model" intersection traffic control device as more particularly described below. NOW, THEREFORE, it is agreed by and between the parties hereto as follows: 1. Terms and Conditions. The terms and conditions of this Agreement shall be in effect for a period of ten (10) years from the date of recording of the Notice of DUPLICA7 ORIGINAJ 31 '7 1 po kslcityrdaboutagr3 1 2/22/00 Completion for the PROJECT, which CITY shall timely cause to be recorded upon completion of the PROJECT. 2. Responsibilities of Parties. When a signalized, "standard model" intersection traffic control device is reasonably deemed by the City Council to be more efficient, effective and safe than the ROUNDABOUT, the CITY shall notify KSL in writing within thirty (30) days of declaring such finding. Upon receipt of the City's finding, KSL shall, within 90 days, and at its sole expense, cause the preparation and submission of a design for the conversion of the ROUNDABOUT to an intersection with a signalized, standard model intersection traffic control device, which includes, but is not limited to, video detection, synchronous signal control operation, luminaries, pedestrian control, pavement striping, and all associated hardware, software, mechanical and electrical appurtenances, to make the signal operational and functional for the purpose for which it was designed ("Signalized Intersection"). The design shall be prepared by a Traffic Engineer registered in the State of California. The design shall be subject to the City Council's' review and approval. Once the City Council has approved the design, the CITY shall immediately thereafter, seek bids to perform the following: a. The removal of the existing ROUNDABOUT at the intersection of Avenue 52 and Jefferson Street located within the incorporated boundaries of the CITY and constructed by the CITY, and the installation of all pavement necessary for the conversion of the ROUNDABOUT to a signalized intersection. b. The construction of the Signalized Intersection. (The actions called for in Paragraphs 2a and 2b is collectively referred to hereinafter as "the Work"). Once the CITY has agreed upon a bid for the Work that the CITY is willing to accept (the "Approved Bid"), the CITY shall so notify KSL in writing, setting forth in reasonable detail the anticipated costs for the Work as reflected in such Approved Bid. Upon receipt of such Approved Bid, KSL shall have thirty (30) days thereafter, in which to elect in its sole discretion, to either (a) construct the improvements comprising the Work or (b) have the CITY accept the subject Approved Bid, award a contract and construct the Work pursuant thereto. KSL's election shall be in writing and submitted to the City Clerk on or before the expiration of such thirty (30) day period. 3. Construction by KSL. In the event KSL elects in its sole discretion to construct the improvements comprising the Work, then CITY agrees to reasonably cooperate with KSL in obtaining all necessary permits and approvals and KSL agrees to diligently pursue completion of the Work within one (1) year of KSL obtaining all necessary permits and approvals, all at KSL's expense. 4. Payment to City. In the event KSL elects to have the CITY perform the Work, then upon the written request of the CITY, KSL shall open an interest bearing kslcityrdaboutagr3 2 2/22/00 account for the benefit of the CITY (at a financial institution mutually acceptable to CITY and KSL) in which KSL shall deposit the Approved Bid amount for the Work, plus an amount equal to all the CITY construction support cost, construction survey, inspection, materials testing and City staff contract administration, in an aggregate amount not to exceed twelve and one-half percent (12.5%) of the Approved Bid amount for the Work (the "City Administrative Fee'), The interest on such account shall inure to the benefit of KSL. CITY on its signature alone, shall have the right to withdraw the Approved Bid amount and the City Administration Fee, from time to time, to pay for the cost of the Work, as such costs are incurred by CITY. Upon deposit by KSL of the Approved Bid amount plus the City Administration Fee, KSL shall be deemed to have satisfied its financial obligation to pay for the construction of the Work as described in this Reimbursement Agreement, except that KSL agrees to also reimburse the Cit y any reasonable costs incurred by the City due to change orders for the Work. The City agrees to consult with KSL prior to approving any change orders. 5. General Provisions. a. The term, conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the parties hereto. b. Neither party to this Agreement relies upon any warranty or representation not contained in this Agreement. C. This Agreement shall be governed by and interpreted with respect to the laws of the State of California. d. Any failure or delay by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies provided for herein. e. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. f. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and legal costs from the losing party. 6. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in writing and with served personally or sent by prepaid, first-class mail to the address set forth hereinafter. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. kslcityrdaboutagr3 3 2/22/00 7. Full and Entire Agreement. All agreements of the parties hereto and all previous . understandings, negotiations and agreements are integrated into and superseded by this Agreement. 8. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect. 9. Authority of Signatories. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Approved as to Form: C: Dawn C. Honeywell, Cily Attorney CITY: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, CA 92253 Thomas P. Genovese, City Manager ATTEST: c�LI y/auv"Q Date Date DEVELOPER: KSL LAND HOLDINGS, INC. 55-920 PGA Boulevard La Quinta,, CA 92253 (760) 564-7166 Fax (760) 564-7131 B Date Title kslcityrdaboutagr3 4 2/22/00