HomeMy WebLinkAbout4855_001MEMORANDUM OF UNDERSTANDING
MAR WESUPARADISE PARKING LOT
THIS MEMORANDUM OF UNDERSTANDING made and entered into this day of
(G<-LLST-2008, by and between the TOWN OF TIBURON, a municipal corporation ("Town")
and the PT. TIBURON BAYSIDE CONDOMINIUM ASSOCIATION, a nonprofit mutual benefit
corporation organized under the Nonprofit Mutual Benefit Corporation Law ("Association").
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A. Approximately 25 years ago, the Innisfree Companies ("Developer") developed the Pt.
Tiburon project in the Town. The project's subdivision improvelpent agreement
("Subdivision Agreement) required the Developer to construct a parking lot at the corner of
Paradise Drive and Mar West Street ("Parking Lot"). The Subdivision Agreement is
ambiguous as to the responsibility for maintaining the Parking Lot.
B. Since project completion, the Association has provided water for irrigation purposes. For
much of that time, including the last ten years, the Association has also maintained the
landscaping of the Parking Lot. However, the Town maintained the landscaping of the
Parking Lot for at least one extended period of years since project completion.
C. The Association now contends that the Town may be responsible for maintaining the
Parking Lot. The Town disputes this contention. Both parties wish to settle this
controversy amicably and accordingly are entering into this agreement to share maintenance
responsibilities without conceding responsibility for the Parking Lot in the absence of this
agreement.
AGREEMENT
1. Scope of Town Duties. Town will maintain the landscaping anavement of the Parking
Lot except as otherwise provided herein.Me Town's maintenance duties shall consist of
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keeping trees and other vegetation pruned in a reasonable manner and making minor repairs�tsr
to the irrigation system. For purpose of this Memorandum, "minor repairs" shall mean the
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repair or replacement of the surface components of the irrigation system located on the
Parking Lot.
2. Scope of Association Duties. The Association will supply water sufficient to the ParkingM)
Lot irrigation system to maintain the landscaping at its current level and shall be responsible
for any non -minor repairs to the irrigation system.
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3. Mutual Indemnities. The Town shall indemnify, defend and hold the Association harmless
from and against claims, liabilities, suits, loss, cost, expense and damages to the extent
caused by Town's negligent act or omission or willful misconduct in the performance of the
Town's duties under this Memorandum. The Association shall indemnify, defend and hold
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the Town harmless from and against claims, liabilities, suits, loss, cost, expense and
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damages to the extent caused by Association's negligent act or omission or willful
Mar West Pkg Lot, MOU 2008
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misconduct in the performance of the Association's duties under this Memorandum.
4. Term of Contract; Automatic Renewal; Termination. This agreement shall have a one- year
term and shall automatically renew for additional one year terms on the anniversary of its
effective date unless either party gives the other parry written notice of intent to terminate.
The terminating party must give said notice no less than four months prior to the next
anniversary date.
5. Implementation of MOU. The Town Manager shall be authorized to manage this MOU,
including but not limited to interpretation and termination thereof. The Town Manager shall
also have the authority to negotiation and execute amendments to this MOU provided that
such amendments do not substantially increase the Town's obligations.
6. Miscellaneous.
A. Governing Law. The laws of the State of California shall govern this Agreement.
B. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remaining portions shall not be
affected unless the effect thereof would materially change the economic burden on
either party.
C. Successors in Interest; Assignment. This Agreement shall be binding on the assigns
and successors in interest to both parties. Neither party may assign their obligations
under this Agreement without the written consent of the other party.
D. Entire Agreement; Amendment. This Agreement represents the entire Agreement
between the parties. This Agreement may only be amended in writing.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
PT. TIBURON BAYSIDE CONDOMINIUM
ASSOCIATION
By: William L. Teiser
Its: President
APPROVED AS TO FORM:
Ann R. Danforth, Town Attorney
Mar West Pkg Lot, MOU 2008
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TOWN OF TIBURON
By: Margaret A. Curran
Its: Town Manager
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Assessor's Map b"k. 59- Pg, 38
County of Morin, Cotif.
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