LQ Country Club/Reimbursement 04I
CITY OF LA QUINTA
REIMBURSEMENT AGREEMENT
LA QUINTA COUNTRY CLUB PERIMETER LANDSCAPING IMPROVEMENTS
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into this
'?;day of 2004, by and between La Quinta Country Club, a California
Corporation (LQCC), and the City of La Quinta, California, a California Charter City (the "City").
RECITALS:
1. The LQCC consists of property located on the east side of Eisenhower Drive and the north
side of Avenue 50.
2. The LQCC desires to remove existing, and install new, perimeter landscaping and irrigation
improvements along the east side of Eisenhower Drive from Avenue 50 to approximately
1000 feet north and along the north side of Avenue 50 from Eisenhower Drive to
approximately 50 feet east, in the public right of way area located behind the curb.
3. The City desires to reimburse the LQCC for certain costs incurred in the installation of said
improvement provided that the LQCC maintains said improvement in perpetuity.
4. The parties desire to clarify whether LQCC must bear the sole cost and expense of
removing certain oleander trees on property immediately adjacent to or part of the LQCC
property by agreeing that the City shall reimburse a portion of the cost of removal of such
oleander trees as provided in this Agreement. After substantial due diligence and review of
title to the property on which the oleanders are located, the parties are unable to
conclusively determine whether the property is owned by LQCC, the City or some third
party.
5. It is therefore necessary that the LQCC and the City enter into this agreement for the
installation and maintenance of the perimeter landscaping and irrigation improvements.
NOW, THEREFORE, it is agreed by and between the LQCC and the City as follows:
1. Scope of Work. The Work shall consist of the installation and maintenance of the perimeter
landscaping and irrigation system located between the curb and the property line on the east side
of Eisenhower Drive from Avenue 50 to approximately 1000 feet north and on the north side of
Avenue 50 from Eisenhower Drive to approximately 50 feet east. The Work shall also include the
removal of the oleander trees.
2. Responsibilities of LQCC. The LQCC shall cause the installation of the perimeter landscaping
and irrigation improvements by contract and shall maintain such landscaping and irrigation in
perpetuity in accordance with the standard of care adopted in the La Quinta Municipal Code. The
LQCC shall cause the installation work to be completed in accordance with the prevailing wage
requirements of state law. The perimeter landscaping and irrigation improvements shall be the
property of the City.
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3. Responsibilities of City. The City shall reimburse LQCC for the installation of the improvements
contingent upon the City approving the improvement plans and accepting the improvement once
constructed. The City shall have the right at its sole discretion to maintain the landscaping at the
expense of LQCC.
4. Removal of Oleander Trees by LQCC; Reimbursement by City. LQCC shall remove the
oleander trees that are located on property immediately adjacent to or part of the LQCC property.
Subject to Section 5 of this Agreement, the City shall reimburse LQCC the amount of $9,500.00 for
removing the oleander trees. This item is listed in Exhibit A.
5. Reimbursement to LQCC. Reimbursement for work performed as outlined on Exhibit A shall be
made to LQCC upon proof of actual expenses and completion of the item as verified and approved
by the Public Works Director/City Engineer or his designee.
a. At least ten business days prior to a requested reimbursement payment, LQCC shall
deliver to the City a request for the amount of the reimbursement earned. LQCC shall
certify in the request for reimbursement that it is accurate and complete. The request
for reimbursement shall specifically identify the nature of each expense by reference to
the line items set forth in Exhibit A, and shall specify the status of completion of the
design or construction.
b. The City shall have received appropriate waivers of mechanics' and materialmens' lien
rights and stop notice rights executed by all contractors and other persons rendering
service or delivering materials covered by the request for reimbursement.
c. Considering a. and b. above, the City shall reimburse LQCC for all approved
reimbursable work items within 30 calendar days of approval by City Engineer.
6. Warranty. LQCC shall require its landscape contractor warrant the Improvements, which
include the trees, and the hardscape, and irrigation elements, for one (1) year following completion
of the improvements.
7. Perpetual Maintenance. It is understood and mutually agreed that in exchange for the City's
fiscal participation in the installation cost related to the perimeter landscaping improvements, LQCC
will maintain the landscaping in perpetuity which is hereby acknowledged to be an obligation that
survives the term of this agreement. It is further acknowledged and mutually agreed that in the
event the LQCC fails to maintain the landscaping in good condition, the City at its sole discretion
may assume that maintenance duty at the expense of LQCC. The City will provide a 30 day notice
prior to commencement of maintenance duties, allowing LQCC to remedy the circumstance. If
LQCC fails to remedy the landscaping or irrigation improvements in accordance with the City's
notice, the City shall have the right to complete all necessary repair, replacement, and
maintenance, and LQCC shall have the obligation to reimburse the City within 30 days of the City's
submission of an invoice for said work.
8. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify
the injuring party of its contentions by submitting a claim therefor. The injured party shall continue
performing its obligations incurred herein so long as the injuring party commences to cure such
injuring action within ten (10) business days of service of such notice and completes the cure within
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forty-five (45) calendar days after the notification, or such longer period as may be agreed upon by
the parties.
9. Attorneys Fees. If any party commences an action against the other arising out of or in
connection with this Agreement, including the filing of a lien or other legal action to compel
payment of the Reimbursement, the prevailing party shall be entitled to recover reasonable
attorney's fees and legal costs from the losing party. LQCC shall pay the City's legal fees
associated with the preparation and negotiation of the modification of this Agreement from the form
approved by the City on October 15, 2002.
10.Indemnification. The LQCC shall indemnify, defend and hold harmless the City, it's officers,
employees, agents ("City indemnities"), from and against any and all causes of action, claims,
liabilities, obligations, judgments, or damages, including attorneys' fees and costs of litigations
("claims"), arising from the activities of LQCC or of its agents or contractors in the performance of
this Agreement, excepting only those actions, claims, liabilities, obligations judgments, or damages
arising out of actions of the City indemnities. In the event the City is made a party to any action,
lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of LQCC
or its agent or contractors:
1) LQCC shall provide a defense to the City indemnities or at the City's option,
reimburse the City indemnities for their costs of defense, including attorneys' fees,
incurred in the defense of such claims; and
2) LQCC shall promptly pay any final judgment or portion thereof rendered against
the City.
11. City Officers and Employees. No officer or employee of City shall be personally liable to LQCC
or any successors in interest in the event of any default or breach by City or for any amount which
may become due to LQCC or their successors in interest or for breach of any obligation of the
terms of this Agreement.
12. Term of Agreement. This Agreement shall remain in full force and effect in perpetuity unless
otherwise mutually agreed upon by the parties in writing.
13. Insurance. LQCC shall concurrently with the execution of this Agreement, furnish the City
satisfactory evidence of insurance of the kinds and in the amounts specified below. This insurance
shall be kept in full force and effect by LQCC in perpetuity and all premiums thereon shall be
promptly paid by it. Each policy shall further state that it cannot be canceled without 30 days
unconditional written notice to the City and shall name the City as an additional insured. LQCC
shall furnish evidence of having in effect, and shall maintain, Workers Compensation Insurance
coverage of not less than the statutory amount or otherwise show a certificate of self-insurance, in
accordance with the Workers Compensation laws of the State of California. Failure to maintain the
required amounts and types of coverage throughout the duration of this Contract shall constitute a
material breach of this Contract
a. Commercial General Liability Policy
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The Contractor shall take out and maintain during the life of the Contract, a Commercial
General Liability Policy, on an occurrence basis, with a minimum limit of not less than
One Million Dollars ($1,000,000) combined single limit for bodily injury and property
damage for any one occurrence and a Two Million Dollar ($2,000,000) annual project
aggregate, for all of the following:
(1) Premises Operations, including Explosion, Collapse and Underground (X, C, and
U) Coverage.
(2) Completed Operations/Products, including X, C, and U Coverage.
(3) Independent Contractors.
(4) Blanket Contractual.
(5) Deductible shall not exceed One Thousand Dollars ($1,000).
b. Commercial Business Auto Policy
The Contractor shall take out and maintain during the life of this Contract a Commercial
Business Auto Policy, on an occurrence basis, with a minimum amount of not less than
One Million Dollars ($1,000,000) combined single limit for bodily injury and property
damage, providing at least all of the following coverage:
(1) Coverage shall be applicable to any and all leased, owned, hired, or non -owned
vehicles used in pursuit of any of the activities associated with this Contract.
(2) Any and all mobile equipment, including cranes, which is not covered under said
Commercial Business Auto Policy shall have said coverage provided for under the
Commercial General Liability Policy.
(3) Deductible shall not exceed One Thousand Dollars ($11000).
14. 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 either served personally
or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed
communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.
To City: City of La Quinta
P.O Box 1504
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
Attn: City Engineer
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� t �
To LQCC: La Quinta Country Club
P.O. Box 99
La Quinta, CA 92253
(760) 564-4151
Attn: General Manager
15. Assignment of Agreement. The parties hereto may not assign their obligations hereunder to any
assignee without the knowledge and consent of the other parties hereto which other parties shall
not unreasonably withhold consent. Assignment may be made only to an assignee willing,
financially capable and competent to carry out the assignor's obligations.
16. General Provisions.
a. Except as otherwise provided herein, the terms, conditions, covenants, and
agreements set forth herein shall apply to and bind the heirs, executors, administrators,
assigns, and successors of the parties hereto.
b. The parties to this Agreement do not rely 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 any 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 the parties.
17. 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.
18. 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. A written evidence of approval by its board members or Resolution of the Board, shall
be part of this agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.
City: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Date:
Thomas P. Genovese, City Manager
ATTEST:
Date:
June e , City Clerk
APPROVED AS TO FORM
Date:
M. Katderine JensoQoty Attorne _. .
LQCC: La Quinta Country Club
t'
By: Date: 011 3- 0 `�
Title.
?.,Oee
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