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Home My WebLink AboutAgr 2008-08-06 (Pt. Tiburon Bayside) FILE COpy MEMORANDUM OF UNDERSTANDING MAR WEST/P ARADISE PARKING LOT THIS MEMORANDUM OF UNDERSTANDING made and entered into this ~ day of -Atl Gti ST , 2008, by and between the TOWN OF TIBURON, a municipal corporation ("Town") and the PT. TIBURON BA YSIDE CONDOMINIUM ASSOCIATION, a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law ("Association"). RECIT ALS A. Approximately 25 years ago, the Innisfree Companies ("Developer") developed the Pt. Tiburon project in the Town. The project's subdivision improvement agreement ("Subdivision Agreement) required the Developer to construct a parking lot at the comer 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 and pavement of the Parking Lot except as otherwise provided herein. "Parking Lot" is defined as property owned by the Town and marked in blue and green on Exhibit A, which is attached hereby and incorporated herein by reference. The Town's maintenance duties shall consist of keeping trees and other vegetation pruned in a reasonable manner and making minor repairs to the irrigation system. For purpose of this Memorandum, "minor repairs" shall mean the 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 Parking Lot irrigation system to maintain the landscaping at its current level and shall be responsible for any non-minor repairs to the irrigation system. 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 Mar West Pkg Lot, MOU 2008 1 the Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by Association's negligent act or omission or willful misconduct in the performance of the Association's duties under this Memorandum. 4. Term of Contract: Automatic Renewat 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 party 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 MOD, 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 BA YSIDE CONDOMINIUM ASSOCIATION ~,K:-' ;;('/L!-~ ;.~, TOWN OF TIBURON ~~GG- By: William L. Teiser Its: President By: Margaret A. Curran Its: Town Manager APPROVED AS TO FORM: _-~ --, ~~ . 7 ~---_._- _ _-/~ c-~ Ann R. Danforth, Town Attorney Mar West Pkg Lot, MOU 2008 2 ,.-:::;=:=- ~- ~~--=-- ~H~~!, - /' /'/ ~ ./" .~c <~ /" c, ~. ' ---. ". ~ --'"".-:>~,r~'~,,,- . ~~-- - -~'~.~ ~ ~,~ ~ ~<~ ,::'i: ~".~""""'.../~ i -.... ".' .,t . fIE ~;. ~'>' . ". . . ~" . ~ r. . '""',~." l.. .1 , ~:. ~,:;..,. ~i. ~''''~'~'''' ~. '!', - "-.' . .~. . -- ... ", ,~.. 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