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Home My WebLink AboutC-1759 AGREEMENT FOR THE INSTALLATION, MAINTENANCE AND REPAIR OF A HOMEOWNERS' IDENTIFICATION SIGN 1. PARTIES AND DATE. This Agreement for the Installation, Maintenance and Repair of a Homeowners' Identification Sign ("Agreement") is entered into this h/ day of ,Q,or-;/ , 2001 by and between the City of Arcadia, a municipal corporation and charter city (hereinafter referred to as "City") and Highlands Home Owners Association, a not-for- profit association(hereinafter referred to as "Association"). The City and Association are sometimes referred to as "Parties" in this Agreement. 2. RECITALS. 2.1 Association has submitted to the City, for the City's approval, an application (the "Application") for a sign permit in order to permit the Association to install a Homeowners' Association Identification Sign(the"Sign")pursuant to Arcadia Municipal Code Sections 4912.7 and 8710, et seq. 2.2 Association and City desire to enter into this Agreement to ensure the installation, maintenance and repair of the Sign by the Association. 2.3 This Agreement is made in consideration of and as a condition precedent to the City's approval of the Application. NOW,THEREFORE,in consideration of the mutual promises contained herein, the Parties hereto do hereby agree as follows: 1 iW 3. TERMS. 3.1 Term. This Agreement shall be effective from and after the date first set forth above and shall continue in effect until terminated by both Parties, or their successors in interest, in writing, or unless breached by one of the Parties hereto and terminated by the other. 3.2 Construction and Installation of Sian. Association shall construct or have constructed and shall install or have installed at its own cost and expense the Sign. Association shall furnish all equipment, tools, materials, labor and engineering services necessary to fully and adequately complete the construction and installation of the Sign, and to pay all applicable fees and expenses associated with the construction and installation of the Sign. Association and its contractors, if any, shall perform all work required to construct and install the Sign under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Association represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform such work. Association warrants that all of its employees and/or contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the work. 2 3.3 Quality of Work. The Sign shall be constructed and installed pursuant to City review and approval as required by Sections 4912.7 and 8710, et M. of the Arcadia Municipal Code. The construction and installation plans and specifications for the Sign shall be prepared in accordance with all applicable federal, state and local laws, ordinances, regulations and other requirements. In addition, the Sign shall be completed in accordance with all maps, plans and specifications on file with and approved by City, as well as all applicable federal, state and local laws, ordinances, regulations and other requirements. It is understood and agreed that all work and improvements done pursuant to this Agreement shall conform to the standards applicable at the time work is actually commenced. 3.4 Maintenance and Repair of Sign. City shall not be responsible or liable for the maintenance, repair or other care of the Sign. For purposes of this Agreement, the Sign shall include the Sign's actual structure as well as any appurtenances thereto, including, without limitation, any utility lines or supply sources, including without limitation, electrical, and gas lines, or light fixtures adjacent to the Sign. Association shall maintain, repair and conduct any other care of the Sign in order that the Sign is maintained in a state of good repair and does not violate any provision of the Arcadia Municipal Code, including, without limitation, those provisions relating to property maintenance. Maintenance may include, but shall not be limited to, repair of the Sign; removal of debris or graffiti from the Sign; and generally sweeping, repairing and cleaning the Sign so as to keep the Sign in a good and safe condition. It shall be Association's responsibility to initiate this work, but if it shall fail to do so, Association shall perform such work within ten (10) calendar days of being notified by City to do so. If Association fails to properly install, maintain or repair the Sign, City may do all necessary work and the cost thereof shall be the responsibility of Association and shall be reimbursed to the City in the City's sole and absolute discretion, in addition to any other manner permitted by law, through the release of the Security, as provided below. City shall not be responsible or liable for any damages or injury of any nature in any 3 way related to or caused by the Sign or its condition. Association shall be responsible for maintaining the Sign against any defective work or labor done, or defective materials furnished in the performance of this Agreement during the term of this Agreement. 3.5 Construction Schedule. Unless extended pursuant to this Section, Association shall fully and adequately complete or have completed the Sign within one hundred eighty (180) calendar days of the date on which the City approves the Application. The City may, either before or after the expiration of the time provided by this Section, in the City's sole and absolute discretion, provide Association with additional time within which to complete the construction and installation of the Sign. 3.6 Encroachment Permit. The Association shall, prior to Association's execution of this Agreement and as condition precedent to the effectiveness of this Agreement as provided in Section 3.1 hereof, obtain and maintain a valid encroachment permit in accordance with Sections 7300, et seMc . of the Arcadia Municipal Code for the construction and installation of the Sign. Any and all future maintenance or repair of the Sign shall require notification in advance to the City of such work. 3.7 Demand to Perform. Upon default of any obligation hereunder by the Association, and at any time after any such default, City may make written demand upon Association or its surety (if any), or both, to immediately remedy the default or complete the installation, repair or maintenance of the Sign. If the required work is not substantially commenced within ten (10) days of such demand, or if it is not thereafter diligently prosecuted to a completion acceptable to City within the time frame contained in the demand, City may then complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in the City's sole and absolute discretion it believes is required. All such work or remedial 4 1%W activity shall be at the sole and absolute expense and obligation of Association. City's right to take such actions shall in no way be limited by the fact that Association may have constructed any of the required Sign at the time of City's demand for performance. In the event City elects to complete or arrange for completion of the remaining work, City may require all work by Association to cease in order to permit adequate coordination by City. 3.8 Violations; Cease and Desists. If at any time during the term of this Agreement, the City determines, in its sole and absolute discretion, that there is a violation of applicable federal, state or local laws, ordinances, regulations or other requirements, the terms and conditions of this Agreement, the terms of the sign permit, or the encroachment permit, City may issue a cease and desist order to Association. Association hereby acknowledges irreparable harm and injury to City for the purposes of an application by City to the courts for a restraining order hereunder. 3.9 Applicable Law. Association hereby agrees with and consents to the removal by City of all or any portion of the Sign or other structures erected, placed, or situated in violation of any City ordinance, regulation or other applicable state or federal law. Such removal shall be at the sole expense of Association. 3.10 Attorney's Fees. Should either party bring a legal action for the purpose of protecting or enforcing its rights and obligations under this Agreement, the prevailing party shall be entitled, in addition to other relief, to the recovery of its attorney's fees, expenses and costs of suit. 5 n Z5 3.11 Headings. Section headings contained in this Agreement are for convenience only and shall not have an affect in the construction or interpretation of any provision. 3.12 Notices. All notices to be given hereunder shall be in writing and may be made either by personal delivery or by registered or certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed to the parties at the addresses listed below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two (2) days after mailing. CITY: 4 City of Arcadia 240 West Huntington Drive P.O. Box 60021 Arcadia, CA 91066 -6021 Attn: Donald Penman ASSOCIATION: Highlands Home Owners Association Post Office Box 660842 Arcadia, CA 91066 Attn: Jeff Bowen 3.13 Entire Agareement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements, either written or oral, express or implied. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 3.14 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by the Association without the prior written consent of the City. 3 n rn 3.15 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.16 Waiver. The City's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City's waiver of any breach hereunder, shall not relieve the Association of any of its obligations hereunder, whether of the same or similar type. The foregoing shall be true whether the City's actions are intentional or unintentional. Association agrees to waive, as a defense, counterclaim or setoff, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Sign or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution or performance of the Sign or this Agreement. 3.17 Definition. For purposes of enforcing this Agreement, the term "City" shall include, but shall not be limited to, City Council, City Manager, City Attorney, City Engineer, or any of their authorized representatives. City shall have the sole and absolute discretion to determine which public body, public official or public employee may act on behalf of City for any particular purpose. 3.18 Counterpart Originals; Integration. This Agreement may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. This Agreement represents the entire understanding of the Parties and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof. VA IN WITNESS WHEREOF, the Parties have entered this Agreement as of the dates hereinafter set forth. CITY OF ARCADIA By: City Manager Date: ATTEST: Ci Clerk APPROVED AS TO FORM: City Attorney ASSOCIATION By juSiaKAre� /�- --.... Print Name ,4C—S D,F/V 7— LIM Title y/,Zy,©/ cjock �..9- Print Name Title 41-- :�;z 411� —D / Date