HomeMy WebLinkAbout2016/06/14 Item 14 Revised Attachment 2 _T�m l� �
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THIRD AVENUE VILLAGE AGREEMENT a\'D E�ICROACHI��E�I'I' PERMIT '
FOR VLAINTENANCE SERVICES BETWEEN THE CITY OF CHUZA VISTA
A��1D THE THIRD AVENU`E VILLAGE ASSOCIATIOI`T
This Affeement ("AgreemenP') is entered into effective , 2016 (`Effective Date')
b}� and betc��een the Third Avenue Village Association ("TAVA"); a pm�ate, non-profii corporarion,
and the Ciry of Chula Vista (`'City"), a Califomia municipal chartered corporation. This Aereement
shall also constitute an Encroachment Permit issued to TAVA by the City; as of the Effective Daie,
for al] work to be performed by TAVA pursuant to this Agreement. This A�eemenf and
Encroachment Pertnit are made and issued pursuan[ to the £ollowine facts:
RECITALS
�T�'I-IEREAS, on June 17, 1980, the City establislied the Towne Centre �1 Street Liehting 2nd
Landscape Main[enance Distric[ ("LRLMD"), via Council Resolution ]0139, to maintain the
landscape and li�hrine beautificatio�project along Third Avenue; and
�Ti'HEREAS, on July 24, 2001, the City established the Downtown Cbula Vista Propert}<Based
Business Improvement District ("DTCV PBID"), via Council Resolution 2001-232, which took
over the LR L�4D responsibilities aad expanded economic development activities; and
WHEREAS, the DTCV PBID is administered by TAVA and, inrer alia, provides for enhanced
maintenance services by TAVA within the DTCV PBID boundaries; and
WHEREAS, the DTCV PBID sen�ices the Third Avenue commercial corridor that encompasses E
Street to the north, Landis Avenue to the west, Church Avenue io the East; and I Street to the south
(`Third Avenue"); and
WIIEREAS, the area commonly know�n as Third Avenue Village ("Villa�e") which runs the length
of Third Avenue, starting at the north end of the interseciion at E Street and ending at the south end
of the intersection at I Street is within the DTCV PBID boundaries; and
V�'HEREAS, on September 17; 2002, the City appropriated fundin� to construct the Dow�town
Monumeni Sign (`:Arch sign"), via Resolution 2002-373, and the Downtown Business Association
(predecessor to TAVA) agreed to cover the future electrical power, monttily maintenance and
routine repa'u costs for the Arch sien; and
WHEREAS, on July 18, 2006, the DTCV PBID was renewed for a period of 10 yea*s pursuant to
City Resolution 2006-222/Redevelopment Agency Resolution 2006-1949; and
RrHEREAS, ?AVA is in the process of renewing the DTCV PBID for a new 10-year term endine
December 31, 2026; and
WHEREAS, the proposed D4anaeement District Plan; including the Eneineer's Report, submitted
by TAVA in conjuncrion with the renewal of [he DTCV PBID (the "Renewal Plad'), identify
cenain Environmenta( Enhancements to be provided by the DTCV PBID; ;enerally including:
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sidewalk sweeping, sidewalk pressure washin„ �affiti removai, landscaping maintenance,
irrieaiion, sidewalk maintenance, beautification; tree liehting, and other activities as sei forth in the
Renewal Plan; and
WHEREAS, TAVA members and property owners benefit from the previousty installed and
planned fuhue enhancements along Third Avenue ("Enhancemenis") by improving the overall
Third .4venue image and mazketability, drawing potential customers into the Villaee; and i
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W'I-IEREAS, the Enhancemenu include, but are not limited to, the Lc�LMD; the ?.rch sien; �
enhancemencs beine made pursuant to the Third Avenue Streetscape Master Plan ("TASMP"), and
the Environmental Enhancements contained in the Renewal Plan: and �
R'I-IEREAS, the City and TAVA are entering into this A�reement based on the understanding [hat
iAVA is supportive of the Enhancemeats, wifl perform annual maintenance of, and services to; the
Enhancements, and will provide fundine for the same by including them in the Renewal Plan, and
the annual PBID reports and bud¢et documents prepared in accordance with Califomia Streeu and
Highways Code Sections 36600, et seq. ("PBID Law"); and
\4'HEREAS, the City and TAVA aclatowledge that this Aereement is dependent upon renewal of
the DTCV PBID, that the TAVA Responsibilities; as described in Article I of this Aereement, are
encompassed withia the activities to be provided by the D'ICV PBID pursuant to the Renewal Plan,
and that the City ��Il continue to provide the basic levels of service within the DTCV PBID
boundaries as those provided cit}tivide.
\OW, THEREFORE, for valuable considerarion, the City and T.4V'A do hereby mutually agree as
follow;:
All of the Recitals above are incorporated into tlus Aereement by this reference.
ARTICLE I. TAVA'S OBLIGATIO`TS
A. GENERAL DESCRIPTIO\' OF D�1L\TENAi�iCE SERVICES.
The Enhancements to be maintained uader this a�zement are typically located within the DTCV
PBID and TASNIP boundaries. The `Maintenance Area" consists of Third Avenue, startin� at north
end of intersection at E Street and ending at sou[h e�d of intersection at H Street. A map of the
�taintenance Area subject to this Agreement is attached as Exhibit A.
TAVA agrees, at its expense using PBID funds, which TAVA�i-ill allocate in sufficient amounts to
allow TAVA to perform its responsibilities under this aoreemen� to maintain the Enhancements; as ;
set forth more fully in Article I, Section B, at a level as determined by TAVA no less rhan the
eenerally accepted preventative maintenance standazds and frequency that promotes a safe;
enjoyable; and vibrant environment or streeucape experience (`TAVA's Maintenance
Responsibilities'). TAVA further aerees that TAV'A'; \4aintenance Responsibilities are
encompassed within [he activities contemplated to be provided bv ihe District in the Renewal Plan
and will be contained in the PI31D reports and budge2s which TAVA will file u�i[h the City Clerk
annually,pursuant to the PBID Law.
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The City aerees, at its expense, to maintain facilides as set forrh more fully in Article II, Section C,
at a basic level of service provided cit}nvide.
It is understood that the maintenance, repair, and/or replacement of the Et�ancements that are not
the obli�ation of TAVA uoder this Aereement; aze, unless othenvise a�reed upon, the responsibility
of the City. However, the City is not required or obligated in any manner, includine this Agreement,
to perform maintenance; repair, or replacement of[he Enhancemenu. For items listed as "Sireet
Appurtenances" in Article I, Section B.1, clements damaged beyond repair by unknowv third
parties, as determined by the City, will be removed by the City and not replaced. TAVA can elect
to fund replacement of the "Street Appurtenances' items at their discretion.
For purposes of definition, the term "maintena�ce" or "maintain" shatl mean typical routine
maintenance activities, including but not limited to, cleaning,painting, trimming,pruning, watering, ,
repairine and the replacement of s}atem components of items idzntified in Article I, Secrion B of
this Agreement. `Replacement of system componeots" applies to ihe Irrigation and Lightine
Systems.
Water utility costs from existing and future meters servicing the landscapin� along Third Avenue �
benc�een E and H Sffeet, as shown on Exlubit B; shal] be a 7AVA responsibility.
Electriciry cost from existin� and future meters servicing the electrical needs alone Third Avenue
bem-een E and H Street; as shown on G�chibit B, will be proportioned between �he City and TAV"A.
�le[ers that serve only the auxiliary power pedestals will be the responsibility of the City. A
separate agreement will be required to provide pa}�nent and allow use of the auxitiary power
pedestals. The remauung meters serve the low voltaee uansformer for tree (twinkle type) liehts;
vee accent (up type) li�hts, urigation systems, special signaee and pedestrian lights. These meters
will be in the Cit}%s name and bills will be divided between the Ciiy and TAVA. The City will
calculate the energy usage of the pedesvian lightin� only; which will be the City shaze of the
monthly bill, and im�oice TAVA for the remaining amount since all other electrical componenu on
the meter aze TAVA responsibili[ies. The calculation for the pedestrian lightine will be:
(number of li�hts s wattage of lights s number of hours on)/ 1000=kilowatt hours
kifowat[hours x the rate=cost of pede;trian lieht energy usaee
Any City property and/or Enhancement that is damaeed by TAVA staff or theu contractors during
the course of fulfilling TAVA's maintenance responsibilities shall be repaired or replaced by
TAVA. Repair and replacement proposals will be subject to approval of the Ciry to ensure public
safety.
The Ciry and TAVA both acknowledee that future Enhancemenis may be implemented in phases.
Accordingly, TAVA will be required to maintain, as set forth herein, the future Enhancements after
any applicable plant establishmenUwarrautee period has expired and they are accepted by the Ciry.
The City shall provide 30 days written notice to TAVA of the start date that TAVA is to beein its
maintenance of any future Enhancemenis. TAVA agrees to begin iu maintenance acrivitv bv [he
start date stated in the City's notice. This Aerezment does not otherw�ise relieve TAVA of its
required enhanced maintenance sen ices pursuant to the DTCV PBID.
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B. vI.�TE\ANCE RESPONSIBII.ITIES OF TAVA. TAV'A shall be responsible to
perorm the following and, will annually allocaie and budget appropriate PBID funds io do so: ;
1. Street Apourtenances: Street appurtenances will be maintained based upon manufacturers'
recommendations or general accepted practices. Examples of street appurtenances aze: �
benches; bus shelters; trash, recycling and smoking receptacles (excludine `Big Bellv'
types); bicycle racks; kiosks; directionaUwayfinding, simage; Third Avenue Village themed �
signa�,ae and banners; interpretive siens; decorative art elements; outdoor decorative clock,
(at 3 Ave. & F St.) holiday decorations. Signage shall be kept clean and internally lit sims
shall be maintained in working coodirion.
2. L,andscaoe Maintenance: Al] public landscaped azeas, medians, planters and tree wells wzll
be maintained includine trash and debris removal, trimming, dead heading; rooi prucine;
waterino, fertilizing and treating for disease to promote healthy groa•th and enhanced visual
appearances. Replacement of all plantings, except street and palm irees, ihat die or aze ,
damaged by unlmown third parties will be funded for and at ihe discretion of TAVA. Street �
trees (consisting of existing and newly planted trees within the maintenance azea) will be
maintained using eeneral standard horticultural practices proper for each particular tree. !
Tree branches shall be kept lifted to a minimum heieht of eight (8) feet for safe pedestrian
mo��ement azound the trees, and shrubs will be trimmed, imgated and fertilized per general
standard practices to insure a healthy appearance and to prevent inierference«�th wall.��ays
and pedestrians. The median palm trees are excluded and will be maintained by the City.
Street tree grates will be maintained per manufaciurer guidelines and frequency to ensure
that the street tree grates are properly maintained for condirion and appearance and :o :
prevent interference vrith walka�ays and pedestrians.
3. Irrieation Svstems: Operate, repau and replace, as needed; all urieation systen components
including water and elecU-ical utility costs. The system shall be maintained per
manufacturer's euidelines and spray heads adjusted to m;nim;�e overspray into adjacent
public rights of way. Damaged irrigation cont�ollers, communicacion cards and antennas,
eaclosures; pumps, valves, backflok�s; irrigation lateral and main line and sprinkler head;
will be repaired or replaced, including all wiring and oiher irrigation rzlated electrical
equipment, as soon as prac[ica( to avoid plant loss. TAVA shall maintain annual online
Rainmaster IC service contracts for central control capabili[}c Irrieation main Line failure;
under streeu or sidewalks aze excluded and a•ill be repaired by the City. �
4. Liehtine Svstems: Operate, repair and replace, as needed, all decoraiive accent liohtine
systems and component and, associated calculated electrical energy cost a, described in
Article I, Section A. Accent liehting includes, but is not limited to; tree up-lightin2; tree
twinkle ligh[s, [hemed sienage lighting. Accent lighting fi�tures shall be maintained per
manufacturer's guideli�es and kept in working order. Adjustrnents to li�hdne shall be
performed as needed. Burnt out bulbs shall be replaced as soon as practical. Since portions
on the electrical system aze shared with the pedestrian li�hting system (City), only the
systzm components immediately accessible (for example; the bulb/light housing, the
electrical ou8et for tree liahts; the 6-12 inches of conduit riser below �ound) are to be
maintained by TAVA. "I'he remainder of the electrical system will be maintained by the
City.
�. Pedcstrian Areas: Clean and perform minor repairs to all pedestrian areas (concrete and
brick pavers), as nceded, including the removal of unsi�htly materials from the sidecvalks,
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sweepine, and power waskune. Brick pavers will be cleaned per manufaciurer s guidelines
and frequency and reu�eated or resealed per manufac[urer's recommendation to protect the
paver surface. Pedestrian crossw�alks aze excluded and will be maintained by the City.
6. Electricitv aud R'ater. TAVA shall be responsible for the cosis of and be required to provide
water and electricity to perform the maintenance services oi this Agreement, includine
waterine of vegetation. TAVA agrees to have the bill for water placed in its name and shall
take all necessary actions to do so upon request by the City. Electrical power meters will be
in the City's name and the City will invoice TAVA the calculated power usage, as described
above in :article I, Secrion A.
7. Graffiti. Graffiu (within 12 feet of the ground, excluding murals on pri�ate property) will
be removed from all features ���ithi� the PBID Boundary within 72 hours of being reported.
Graffiti above 12 feet���ill be the responsibiliry of the property owner; Public or Private.
8. General Maintenance: Perform general mi,cellaneous maintenance services in the PBID
Boundary azea (including alleys) on a daily basis. General maintenance can include routine
cleaning, trash and debris removal (excludine hazardous waste), and minor repairs to ensure
a clean and aesthetically pleasing environment throughout the Villaee. These activi[ies will
be at the discretion of TAVA and as defined in funher detail in the PBID Renewa]
I Management Plan,
9. Permits. This Aereement will serve as the Encroachment Permit for TAVA [o perform the
activities described herein. For activities requiring traffic con[rol on the city streecs, a naffic
contro] pIan shall be submitted to the Traffic Engineerine Section for review and approval ai
no cost to TAVA. Any olher non-city permits that may be needed to perform the work
described herein will be obtained by TAVA. Special Event permits will srill be required.
10. Reoortine of Hazardous Conditions. Any condition or 6azardous situation to the �eneral
welfaze of the public a�ithin the public right of way observed by TAVA personnel or
contractors in the normal conduct of their duties under this Ageement shall be remedied,
reported to the City when not within the scope of this agreement or blocked off within 48
hours of discoverin� or reporting of the condition. An example of a hazardous condiuon
would be where a tree grate has been displaced from iu safe and proper setting, in such a
way that a pedestrian may trip: Another example would be broken imgaUon sysiems that
would flood water if the system were activated Failure of TAVA staff or coniractors to
observe or appreciate hazardous conditions or situations shall not eive rise to any liabilicy by
TAVA for a failure to report such conditions that aze ouuide the scope of this Aereement to
the City.
C. STA�TDARD OF CARE. TAV'A expressly warrants that the work to be performed
pursuant to this Aereement shall be performed in accordance with the standard of care ordin2rily
exercised by members of the profession currently practicing under similaz conditions and in similar
locations.
No F�aiver� of Stondard oj Care. R'here approval by City is required, it is understood to be
concepmal approvai only and does not relieve the TAVA of respon,ibility for complying wi[h aIl
lau-s, codes, industry standards; and liability for damases caused by neeliaent acts, errors,
omissions, noncompliance with industry slandards, or the willful misconduci of the TAVA or its
subcontractors.
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D. COMPLIANCE WTTH LA�'1'S OR REG[JLATIOVS. TAVA agrees it shall comply
with all local, sta[e, and federal laws or regulations in the performance of this Agreement. Should
a federal or state law pre-empt a 1oca1 law, or rewlation, TAVA shall comply with the federal or
state law and implementing regulations. No pro�rision of this A�eement requires T:�VA to obsenre i
or enforce compliance with any provision; perform any other act, or do anv other fhine in
contravention of federal; state, territorial, or local law, regulation; or ordinance. If compliance K�ith
any provision of this Aereement �iolates or would require the TAVA to violate any law or i
regulation; then TAVA agees to notify City immediately in writine. Should this occur, the City i
and TAV.4 agree [hat they will make appropriate arrangemenu to proceed witl� or, if necessarq,
amend or tecminate chis A�reement, or ponions of it; expeditiously.
TAVA aerees to talce appropriate measures necessary to ensure that participanu utilized by TAVA
to cornplete i[s obli�atioas under this A�eement, such as subcontractors, comply w2th applicable
lau�s. re�ulations, ordinances; a�d policies, whether federal, state, or local, affecting Project
implzmentation. In addition, if a subconffactor is expected to fulfill any respoesibilities of TAV'A
under this Ageement, TAVA shal] ensure that the subcontractor carries out the TAVA`s
responsibilities as set forth in this Aereement. The use of participants by TAVA to fulfill fhe terms
of the Ageement does not in any form relieve TAtiA of iu obli�ations under this Aereement.
E. TAVA L�SURAiV'CE REQUIRE�'IEVTS. TAV'.4 aerees that it shall acquire and
mainiain insura�ce as set forth in Exhibit C by the effective date of this Affeemen[ or as othenvise
required by the Ci[y. The City may, by written notice, chanae the insurance requirements in iis
sole and reasonable discre[ion and Tr1VA agrees to acquire and maintain sucb insurance as
requested by the City.
F. TAVA FLJ\DL�G. �I'be TAVA is enterin� into this A�eement based on an understanding
that the City will continue to contribute fiscally to the annual special assessment obli�ations derived
from the Property Based Improvement Disuict (PBID) established on July 2001 and renewed in
July 2006. Should the City cease to contribute fiscally (at the level of contribution as of the date of
this .4geemeut or any subsequent increases approved by the Boazd of Direcco*s) or tt�e PBID be
dissolved by the majority of the property owners, as prescribed under the Property and Business
Lnprovement District L,aw of 1994; rAVA shall have the right to terminate this Agreement.
Annually, TAVA shall review the maintenance operauons of Third Avenue to deternune
efficiencies, effectiveness, contracts and other aspects of the maintenance to allocate tk�e appropriate
PBID funding for such services to be rendered under this Agreement.
ARTICLE �I. CITY OBLIGATIONS
A. TIQRD AVENUT S'1'REETSCAPT ��1STER PLAl� (TAS�1P).
The 7ASMP w�ill be constructed in phases. Accordinely, should the City elect not to complere che '
TASf�1P, then TAVA shall solely be required to perform che maintenance sen�ices under rhe terms
and conditions of the Agreement for Enhancements thaz have beeo completed by the City.
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B. COOPER4TION-\�IAI\"IEN�\CE SERVICES. The Cit� will be responsible, to !
operate, maintain and repair ihe following feamres to a basic level of ser��ice pro��ided citywide: '
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1. Streets (including on street pazking azeas) from the face o� curb to the face of curb (ar
theoretical face of curb in the plua area)
2. Pavement markings and striping •
3. Bollards
4. Regular sveet si�ns i
�. ?raffic signals
6. Street and Pedestrian Lighting includine the calculated electrical power �
7. Palm trees in the median V �
8. Storm water devices including but not limited to "filterras ' (excluding landscape hrpe :
features)
9. Auxiliary eleccrical power system (use of the system wi11 be a separate cost and require a
sepazate agreement/permit)
10. The City will maintain a street sweeping contract, to the extent fundin� is available, for
weekly service for Third Avenue and associated streets within ihe Vitlagz; w�hich includes
the Maintenance Area, set forth in Exhibit A
11. The City shall report any repairs or new construction to TAVA staff prior to proceedine to
coordinate information; schedule and notification to business within the VIllage
12. Replacement of dead/d}�ne street trees
ARTICLE IIl. L�'DE!VI��ICATION
A. �IL'CUAL ��Ei1TNLFICATION. The parties agree to mutual indemnification as set
forth in this Article.
1. TAVA shall defend, indemnify, protect and hold harmless the Ciry, its elected and ,
appoin2ed officers, agents and employees, from and against any and ali claims, demands,
causes of action, cosis, expenses, liability, loss, damage or injury, in law or equity; to
property or persons, including wrongful death; in any manner arisine out of or incident to
aoy alleeed acts, omissions, negligence, or willful misconduct of TAVA, its officials,
officers, employees, agents; consultan[s, and contractors, arisine out of o: in connection
with the performance of TAVA's mainrenance responsibilities in the "Viaintenance Area,"
or [his A�reement, but only in proportion to and to the eztent such liabiliry, loss; expense,
attomeys' fees or claims for injury or damages aze caused by or the result from the
neeligent or intentional acts or omissions of TAV'A, its officials, officers, employees,
aeents, consultants, and/or contractors. ihe aforemenrioned proportional liability shall be
determined by aereement of the parties, by arbicration (iF azbitration has been a2reed upon
by the parties); or by a court of competent jurisdiccion.
2. The Ciry shall defend; indemnify; protect and hold harmless TAVA, its officers, agents and
employee;, from and aeainst any and all claims, demands; causes of action, costs;
expenses; liability, loss; damage or injury, in law or equity, to property or persons;
including wTOngful death, in any manner arisine out of or incident to any alle�ed acU,
omissions, negligence; or willfu] misconduct of the City, its officials, ofricers, employees;
aeents, coasultants; and contractors, arisin�out of or in connection u•ith the performance of �
the City's maintenance responsibilities in the "Maintenance Area," or flus Agreement, but
only in proponion to and to the extent such liability, loss, expen;e; attomeys' fees or claims
for injun� or damages are caused by or tt�e result from the neeligent or intentional acts or
omissions of the City, its officials; officers, employees; agenu; consultants, and/or
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contractors. The aforemenrioued proportional liabiliry shall be determined by agreement of �
che parzies; by azbitrarion (if arbiaa[ion has been aereed upon by the panies), or by a court
of competent jurisdiction.
B. COST OF DEFE\'SE �\� A�VARD. Upon receipt of an action or claim against the City I
or TAVA or both arising under either Party's acts or omissions as a result of this Agreement
TAVA and/or the City shall [ender the action or c(aim to TAVA's insurance carrier for the defense
against such clai�. Should the tender for defense be denied by the insurance carrier; each partv ,
shall then beaz their own defense costs (including reasonable attomeys fees), subject [o '
reimbursement based in propomon to and [o the extent of rhe paries respeccive liability, as
p*ovided for in Secrions A.l and A.2 of ihis Artide, at ihe conclusion of the matter. If ihe City or
TAVA bear[heu own defense costs as set forrh above; neither the City nor TAVA waive any righis
or remedies they may have aeainst the insurance carrier to require them to pay all defense costs,
including attorney's fees. The Parties shall also pay and satisfy any jud�nent, award or decree that
may be reodered against them or their directors, ofScials, office*s, employees, agents and/or
volunteers; subject to ihe limitations in Sections A.1 aod A.2. The aforementioned proportional
liability shall be determined by agreement of the panies; by arbitration (if arbiiration has been
a2reed upon by the parties), or by a court of competent jurisdiction.
C. ADDITIO\'AI,T'EK111S. The parties also a�ree to the following:
1. Insurance Proceeds. Each Party's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by them, their directors, officials; officers, employees,
agents, and/or volunteers.
2. Declarations. Each Pariy's obliea[ions under this Article shall not be limited by any prior or
subsequen[declaration by them.
3. Enforcement Costs. Each Party agrees to pay any and all costs incurred by the other party
enforcing the indemnity and defense pro�isions set forth in this Article if the other party is
successful in enforcing such indemnity and defense provisions. ,
4. Survival. Each Party's obligations under this ARicle shall survive the termination of this
Agreement.
Al2TICLE IV. TERMI\'ATION OF AGREEMENT
A. TERi�IL�1ATIOA' FOR CAUSE. If, through any cause, TAVA shall fail to fulfill in a
timely and proper manner TAVA's obligations under this Agreement, or if TAVA shall violate any
of the covenanu, a�eements or stipulations of this Agreement; City shall haee the right to
terminate this Agreement by giving written notice [o TAVA of such termina[ion, which includes the ,
specific alleged cause or causes, and specifying the effective date thereof at least thirtp (30) days
before tlie effective date of such termination (°Termination Notice"). TAVA shall have the abiliry �
to cure such cause or causes or; if a cure is not possible within thirty (30) days, to begin such cure
and diligently prosecute such cure to completion which in any event shall not exceed ninety (90)
days after the receipt of such Termination Notice. TAVA hereby expressly waives any and all
claim, for damages or compensation as a result of termination of this Aereement.
B. TER�'[L\ATiO�I OF AGI2EEA9EN'I' FOR CONVENIE�'CE OF CITY. City• may
terminate [his Aereemen[ at any time and for an}'reason; by givin�specific �vritten notice to TAVA
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of sucb termination and specifying the effective date thereof; at least si�cry (60) days before the
effective date of such termination. TAVA hereby expresslyµ�aives anv and all ciaims for damaees ;
or compensation as a result of terminaiion of this Aereement.
AR7ICLE V. D4ISCELL.4\�EOliS PROVISIONS
A. AGREEil'IE\'T REVIER'. Both paries agree to meet and confer from time to time to i
identify changes in site conditions, problems with the maintenance services and/or the oeed to
modify the Aereement to address same. Minor chan;es to the Agreement may be made at anv[ime �
in writing upon mutual a�eement of all parties. In addition, each of the parties may call for a
meeting to discuss concems, support, and ideas on how [o make the maintenance services more
� successful and efficieniin subsequent years,
B. CO�'Il17L�i7ICATIO\S A�\�D COORDLI'ATION REPRESENTATIVES. To provide for
consistent and effecti��e communication; both parcies will appoint a principal and secondary
representative to sero�e as its cenfral point of contact on matters relating to this Aareement and/or
the le��el of maintenance services in question. The principal representatives for this Aereement are
listed below as follows:
For TAVA:
Executive Director
� (619) 422-1982
TAVA Boazd President .
3�3 Third Avenue
Chula Vista, CA 91910
For City:
William Valle; Assistant Direcror of En�ineerine
(619) 409-5976
2 i6 Fourth Avenue
Chula Visia, CA 91910
C. TERD�I. The term of the Agreement shall commence on the Effective Date and shall
expire on December 31, 2026, unless otherwise teaninated at an earlier date. \'otwidistanding the
foregoing, the parties may elect to extend the Aereemen[ by mutual written affeement for an
addi[ional period coinciding with a PBID extension of the panies. :
D. EFFECTL4'E DATE. The terms and conditioos of this Agreement shall be effective as of
the date this Agreement is siened by all pardes on the Si�nature Pa�e.
E. ASSIGI�ABILITY. Ihe services of TAVA are personal to the Cit}�, and TAVA shall not �
assiLn any in[erest in this Agreement; aod shall not traasfer any intzrest in the same (whether by
assi�ment or notation); without prior w�ritten consent of City.
{Client Files/495711/K/SO40�920.DOCYJPage 9 oF 12 ;
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1. Limited Consent. City hereby provides limited consent that TAVA may assigu the
performance of [he aforementioned "Maintenance Services" to sub-convactors, subject to
Ciiy approval.
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F. PIDEPENDENT COtiTRACTOR. City is interested only in the results obtained wd ;
TAVA shall perfortn as an independent contractor with sole control of the manner and means of i
performing the services required under this .40reemenL Ciry maintains the right only to reject or �
accept TAVA's Maintenance Services, including iheir quality. TAVA and any of the TAVA's ,
agents, employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shalt be entided to
any brnefits to which Ciry employees are entitled including but not lirnited to, overtime, re[irement
benefiu; worker's compensation bene&ts, injury leave or oiher lea��e benefits. Therefore; City will
not withhold state or federal iacome tax, social secu;ity tax or any other payroll tax, and TAVA
shail be solely responsible for the payment of same and shall hold the City harmless with reeard to
them.
1. Actions on Behalf of Citv. Except as City may specify in writine, TAVA shall have no
authoriry, express or implied, W act on behalf of City in any capacity whatsoever, as an
agznt or othenvise. TAVA sball have no aei6oriry, express or implied, to bind City or iu
members, agents, or employees, to any obligation �vhatsoever, unless expressly pro�rided in
this Aereement.
2. Vo Obli�ations to Third Parties. In connecuon wi[h this Agreement, TAVA agrees and
shall requue that its aeents, employees; subcontractors a�ree that Ciry shall not be
responsible for any obligations or liabilities to any third party, including its a�ents,
employees, subcontractors, or other person or entity that is not a party to this Agreement. '
Nottivithstanding [hat City may have concurred in or approved any solicitation, sub
ad eement, or third pazty contract at any tier, City shall have no obligation or liability to any
person or entiry not a par[y[o this Aereement.
G. ADDIINIS'TRATTVE CLr1L�1S REQUIRE�IENTS A\� PROCEDLRES. No suit or
arbivarion shall be brought arisin� out of this Aereement, against City unless a claim has first been
presented in writing and filed with City and acted upon by City in accordance wiih the procedures
set forch in Chapter 134 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth herein, and
such policies and procedures used by City in ihe implementation of same. Upon request by Ciry;
TAVA shall meet and confcr in good faith wiih City for che purpose of resolving any dispute over
the terms of chis A�eement.
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I. NOTTCES. Notices, demands or requests provided for or permitied to be eiven pursuant to
this A�reement must be in writine. Notices; demands and requests to be sent to any party shall be
deemed to have been properly given or sen�ed if p:rsonally sen�ed or deposited in the United States
mail, addressed to such party; postage prepaid re�isiered or certified, with return receipt requested; �
at the addresses identified in this Agreement as the places of business for cach of thc desienated
parties.
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J. L�TTEGRATION. This Agreement; together with any oiher written document referred to or :
contemplated in it, embody the entire Aereement and undersianding betweea ihe parties relating to
the subject matter hereo£ Neither this Aa eement nor any provision of it may be amended; i
modified, waived or discharged except by an instrument in wriung execuied by the party aeainst
which enforcement of such amendment, waiver or dischazge is sought.
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K. CAPACITY OF PARTLES. Each signatory and party to this A�eement warranu and
represents to the other party that it has legal authoriry and capacity and direction from its principal
to enter into this Agreement, and that all necessary resolucions or other actions have been taken so
as to enable it to enter into this A�eement.
L. GOVERl��G LAW/VE\liE. This Agreement shall be govemed by and construed in '
accordance with the laws of the State of Califomia. ?.ny action arising under or relating to this
Aereemeni shall be brought only in the fedcral or state courts located in San Die�o County, State of
California, a�d if applicable; the City of Chula Vista, or as close thereto as possible. Venue for this
Agreement, and performance under it, shall be the City of Chula Vista. !
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[AEXT PAGE IS SIGNATURE PAGE] �
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{Client Files/49�7/1/K/SO405920.DOCX}Page 11 of 12
SIGNATGRE PAGE TO
THIRD AVENU`E VILLAGE AGREEMENT AN� ENCROACHMENT PERivIIT
FOR MAINTENAI�TCb SERVICES BETtiVEEN THE CITY OF CHULA VISTA
AND THE THIRD AVENUE VILLAGE ASSOCIATION
L\ WITVESS WHEREOF; City and TAVA ha�e execuied this Affeement indicating that ,
they have read and understood same, and indicate their full aud complete consent to iu terms: •
For Tl�ird Avenue �Ilage Association (Tf1 VA):
�— Dace: �a ( �y I�
Y P S,
Boar es�dent, Third Avenue Village Association
Date: � � ` /�
TROTTER,
Secretarv, Third A�renue Villaee Association
For the City ojChulo Vista:
Date:
�VIARY CASII.LAS SALAS,
Mayor, Ciry of Chula Vista
Appro��ed as to form:
GLEN R. GOOGI�TS,
City Attomey, Ciry of Chula Vista
{Client Files/49�7/1/!:/5040�920.DOCX}Page 12 of 12 ;
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