Legal Sign Replacement Agreement

LEGAL SIGN REPLACEMENT AGREEMENT

This Legal Sign Replacement Agreement ("Agreement") is made and entered into as of the day of , (Effective Date), by and between Client Name: with principal place of business at (Client), and Contractor Name: with principal place of business at (Contractor).

RECITALS

WHEREAS, Client owns or controls the real property and existing signage located at (Site);

WHEREAS, Client desires to replace, remove, repair and install signage identified as (Sign), and Contractor represents that it is qualified to perform the replacement work in accordance with applicable laws, codes and industry standards; and

WHEREAS, the parties wish to set forth their respective rights, obligations, schedule, compensation, warranties and indemnities with respect to the replacement of the Sign.

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means all labor, materials, equipment, permits and services required to replace the Sign at the Site in accordance with this Agreement and any attached specifications.

1.2 "Contract Price" means the total compensation payable by Client to Contractor as set forth in Section 6.

2. SCOPE OF WORK

2.1 Contractor shall perform the Work in a professional and workmanlike manner consistent with industry standards. The Work shall include, without limitation, removal of existing sign components as required, supply and installation of replacement sign faces, structural supports, electrical components, illumination, finish, anchorage and any required restoration to adjacent finishes.

3. PERMITS, LAWS AND CODE COMPLIANCE

3.1 Contractor shall obtain and pay for all permits, inspections and approvals required by municipal, state and federal authorities for performance of the Work except as otherwise agreed in writing. Permit/Approval Number:

3.2 Contractor shall perform the Work in compliance with all applicable building codes, electrical codes, zoning ordinances, sign regulations and any conditions of permit approvals. Contractor shall notify Client promptly of any code conflicts that affect the scope, schedule or price.

4. SCHEDULE; COMMENCEMENT AND COMPLETION

4.1 Contractor shall commence the Work on or before and achieve substantial completion by , subject to extensions for excusable delays.

4.2 Time is of the essence. Contractor shall provide Client with a reasonable schedule and shall coordinate with Client's representative to minimize disruption to Site operations.

5. CONTRACT PRICE; PAYMENT

5.1 Contract Price: Client shall pay Contractor the sum of $ (Contract Price) subject to adjustments for approved Change Orders.

5.2 Retainage, if any, shall be as follows:

6. CHANGE ORDERS

6.1 Any modification to the Work, Contract Price or Schedule shall be made only by a written Change Order signed by authorized representatives of Client and Contractor specifying the adjustments to scope, price and time. Verbal directions are not binding unless confirmed by a written Change Order.

7. WARRANTY

7.1 Contractor warrants that all materials furnished shall be new (unless otherwise specified), and that the Work shall be free from defects in workmanship and materials for a period of months following final acceptance. This warranty does not extend to defects caused by ordinary wear and tear, vandalism, acts of God, or Client's failure to maintain the Sign in accordance with manufacturer's instructions.

8. INSURANCE; INDEMNITY

8.1 Contractor shall maintain, at Contractor's expense, commercial general liability insurance, automobile liability insurance and workers' compensation insurance in amounts customary for the sign industry and sufficient to protect Client and Contractor from liability arising out of the Work. Certificate of Insurance shall be provided upon request.

8.2 Contractor shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent performance of the Work or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

9. TITLE, OWNERSHIP AND REMOVAL

9.1 Title to materials and components incorporated into the Sign shall pass to Client upon payment in full for the related portion of the Work, subject to Contractor's rights under applicable mechanics' lien laws.

9.2 Removal and disposal of existing sign components shall be performed by Contractor unless otherwise noted. Disposal shall be in accordance with applicable environmental and waste disposal laws.

10. INSPECTION AND ACCEPTANCE

10.1 Upon substantial completion, Contractor shall notify Client in writing and Client shall have a reasonable period to inspect the Work. Acceptance shall be evidenced by Client's written final acceptance or by Client's payment of the final invoice, whichever occurs first, provided any punch-list items are documented and scheduled for correction.

11. DEFAULT; REMEDIES

11.1 If either party materially breaches this Agreement and fails to cure within fourteen (14) days after written notice specifying the breach, the non-breaching party may pursue all remedies available at law or in equity, including termination, damages and specific performance. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

12. TERMINATION

12.1 Client may terminate this Agreement for convenience upon written notice to Contractor. In the event of termination for convenience, Client shall pay Contractor for Work performed to date, materials ordered, and reasonable demobilization costs, less any sums previously paid.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or such other address as either party may designate by written notice in accordance with this Section.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state in which the Site is located without regard to conflict of law principles.

14.2 This Agreement, including any attachments and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

14.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effect the intent of the parties as nearly as possible.

15. MISCELLANEOUS

15.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

15.2 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

SIGNING AUTHORITY

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and to bind that party to the terms and conditions of this Agreement.

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