Palos Verdes Portuguese Bend Company LLC - GPS Maintenance • • •
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AGREEMENT BETWEEN THE RANCHO PALOS VERDES
REDEVLOPMENT AGENCY AND PALOS VERDES
PORTUGUESE BEND COMPANY, L.L.C. -
This Agreement, made and entered into this 15th day of June
1999, is between the Rancho Palos Verdes Redevelopment Agency ("Agency"),
and Palos Verdes Portuguese Bend Company, L.L.C. ("PVPBC") (referred to
collectively as "the Parties").
RECITALS
WHEREAS, Agency has installed a system to monitor by satellite the
various landslides within the Redevelopment Project Area (hereinafter referred to
as "Global Positioning System" or"GPS") because such a system provides more
accurate and timely information regarding landslide movement; and
WHEREAS, PVPBC owns property within the Portuguese Bend Landslide
within the Redevelopment Project Area where Agency has installed GPS
equipment; and
WHEREAS, accurate information concerning the movement of the
Portuguese Bend Landslide benefits both Agency and PVPBC;
NOW, THEREFRE, IN CONSIDERATION OF THE PROMISES AND ON
THE BASIS OF THE RESPECTIVE REPRESENTATIONS, WARRANTIES,
COVENANTS, CONDITIONS AND AGREEMENTS HEREIN CONTAINED, THE
PARTIES HEREBY DO AGREE WITH EACH OTHER AS FOLLOWS:
AGREEMENT
1. This Agreement is effective as of the day and year first written
above and shall continue in effect until terminated by either of the Parties
pursuant to the provisions of Paragraph 13.
2. Agency will continue to maintain the twenty-five (25) GPS
monuments that have been installed on the property owned by PVPBC within the
Portuguese Bend Landslide and, if necessary, will replace the monuments, and
will cause the monuments to be monitored in accordance with the schedule
approved by Agency to collect data regarding the movement of the Portuguese
Bend Landslide.
3. PVPBC will allow Agency to enter upon its property to maintain,
monitor and replace the monuments.
4. PVPBC will reimburse Agency in an amount not to exceed $12,000
per year for the cost of maintaining and monitoring said monuments during
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Agency's 1998-99 and 1999-00 fiscal years, which shall be paid to Agency not
later than June 30th of each year. In consideration for said payments, Agency will
provide the data which it obtains from the monuments on PVPBC's property to
PVPBC within ten business days after the information is provided to Agency.
The Parties may agree to extend some or all of the obligations contained in this
paragraph 4 by executing a written agreement pursuant to the provisions of
Paragraph 10.
5. Agency agrees to indemnify, defend and hold PVPBC and its
officers and employees harmless from any and all claims, causes of action,
obligations, liabilities, or financial losses arising from damages to persons or
property which are caused by the negligence or willful misconduct of Agency or
Agency's agents or employees in the performance of this Agreement.
6. In the event that one of the Parties brings any action, suit or
proceeding against the other which arises from or is in any manner connected
with this Agreement, its validity, terms or provisions, the prevailing party in such
action, suit, proceeding shall be entitled to recover from the losing party
reasonable attorney's fees and costs incurred in connection therewith, including
attorney's fees and costs relating to any and all appeals or petitions taken with
respect to such action, suit or proceeding.
7. The Parties agree that any and all documents and data obtained by
Agency as a result of the GPS monitoring are the property of Agency and may be
used by Agency in its sole discretion or released by Agency to any other person
or entity.
8. This Agreement shall be binding upon and inure to the benefit of
the Parties' respective successors and assigns, and to their administrators,
trustees and receivers, if any.
9. This Agreement constitutes the entire agreement among the
Parties as to its subject, and the final, complete and exclusive expression of the
terms and conditions of that agreement. Any and all prior agreements,
representations, negotiations and understandings made by the Parties, oral or
written, express or implied, are hereby merged herein.
10. This Agreement may not be altered, amended, modified or
otherwise changed, in any respect whatsoever, except by a writing executed by
each of the Parties or their authorized representatives.
11. The Parties will make no claim at any time or place that this
Agreement has been altered, amended, modified or otherwise changed in any
respect whatsoever, by an oral communication of any kind.
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12. This Agreement shall be deemed prepared by the Parties jointly
and no ambiguity shall be resolved against any party on the premise that said
party was responsible for drafting this Agreement.
13. Either party may terminate this Agreement at the end of each fiscal
year of Agency by giving thirty days advance written notice to the other party by
June 1st of that year.
14. This Agreement shall be executed in the State of California and
shall be construed under and interpreted in accordance with the laws of the State
of California.
Dated: 0/97 Rancho Palos Verdes Redevelopment Agency
By: et
C►air
Attest:
Zdra;ii
Agency Secretary
Deputy
Dated: 4 OF 7 7 Palos Verdes Portuguese Bend Company, L.L.C.
By: f47
By:
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