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Chino Valley Unified School District A2015-225 A2 is - 22� AGREEMENT BETWEEN CHINO VALLEY UNIFIED SCHOOL DISTRICT D ORIGINAL AND THE CITY OF CHINO HILLS FOR RECREATIONAL USE OF FACILITIES THIS AGREEMENT made and entered into this 16th day of October. 2015 ("Agreement"), by and between the Chino Valley Unified School District (hereinafter "School District"), a California public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, and the City of Chino Hills (hereinafter "City"), a municipal corporation (individually a "Party" and collectively "the Parties"). RECITALS WHEREAS, California Education Code section 10900 et seg. ("Community Recreation Programs Law") authorizes public authorities to organize, promote and conduct such programs of community recreation as will contribute to the attainment of general educational and recreational objectives for children and adults and further empowers public authorities to cooperate with each other to attain such objectives; WHEREAS, the Community Recreation Programs Law defines "recreation" to include "any activity, voluntarily engaged in, which contributes to the "...mental, or moral development of the individual or group participating therein, and includes any activity in the fields of... art, handicrafts ...nature contacting, aquatic sports, and athletics..."; WHEREAS, School District and City are authorized under California law to operate and maintain recreation centers, as defined in Education Code section 10901(f), for community recreation("Recreation Centers"); WHEREAS, School District and City desire to enter into this Agreement pursuant to the aforesaid provisions of the Education Code of the State of California, providing for the joint use of Recreation Centers which are located within the boundaries of both School District and City; WHEREAS, School District owns property located at 4849 Bird Farm Road, Chino Hills, California 91709, known as the School District's Chaparral Elementary School site ("Chaparral Property")and which is depicted on Exhibit A hereto; WHEREAS, School District owns property adjacent to the Chaparral Property consisting of approximately 7.3 acres of vacant land("Bird Farm Property")which is depicted on Exhibit A hereto; WHEREAS, City desires to build a community park on the Bird Farm Property with common city/community park amenities which are depicted on Exhibit B hereto; 1 WHEREAS, School District desires to license the Bird Farm Property (including the Joint Use Area defined below) to the City for purposes of building a community park ("Project"); WHEREAS, the Parties desire that a portion of the Chaparral Property will be for the exclusive use of the School District ("School Site") and that a portion of the Bird Farm Property will be for the exclusive use of the City ("City Park") and that a portion of the Chaparral Property and Bird Farm Property, including the three (3) existing School District basketball courts, existing School District grass playfield and new City ball fields, will be for the joint use of both Parties ("Joint Use Area"). These areas are depicted on Exhibit A; WHEREAS, the Parties desire by this Agreement to provide for the terms and conditions for the use of the Chaparral Property and Bird Farm Property. NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises of the covenants hereinafter contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties hereto agree as follows: Section 1. Description of Properties. A description and map depiction of the properties subject to this Agreement are attached hereto as Exhibit"A". Section 2. License. School District grants a license to City to use the City Park and Joint Use Area (collectively "Facilities") for recreational purposes pursuant to the terms and conditions set forth herein. City does not have a license to use or access the School Site and the School Site is not subject to the terms of this Agreement. School District shall charge the City a license fee of One Dollar ($1.00) per year for use of the Facilities. The City shall remit thirty dollars ($30.00) within thirty (30) days of execution of this Agreement which shall be deemed satisfaction in full of all license payment due during the Term of this Agreement. Section 3. Term. Subject to Section 6 of this Agreement, the term of this Agreement shall be thirty (30) years ("Term"), unless mutually extended or terminated early in writing by both Parties. Upon the expiration or termination of this Agreement, at any time or upon any grounds provided herein, City shall immediately vacate the Facilities, and unless the School District requires their removal, all alterations, improvements or additions which are made at the Facilities by City shall become the property of the School District and remain upon, and be surrendered with, the Facilities at the expiration of the Term. If the School District retains the improvements on the Facilities it shall take such improvements in their"AS IS" condition and be solely responsible and liable for such improvements from the date that the School District takes possession of the Facilities. If School District so elects it may require City, at City's sole cost, remove the alterations, improvements or additions and to restore the Facilities to the prior condition before the last day of the term of the Agreement, except the City shall not be required to re-grade the Facilities to their prior condition. Section 4. Conditions to Use. (a) Maintenance of Facilities. The Parties agree that the Facilities will be kept in good repair and in a manner suitable for its intended use. City shall at all times keep and 2 maintain the Facilities and the improvements thereon in a clean, safe and first-class condition in accordance with the standards of maintenance for other Chino Valley Unified School District facilities. All of the improvements to the Facilities shall be kept free of graffiti and litter. Without limiting the generality of the foregoing, the obligation of City to repair, maintain, and keep in good condition shall include repair and maintenance of roofs and all other improvements at the Facilities; performing exterior and interior painting of the same when necessary; performing both ordinary and extraordinary, foreseen and unforeseen repairs and maintenance; keeping the parcel, including all landscaping thereon, in good, safe and orderly condition, free of dirt, weeds, rubbish, debris and unlawful obstructions, properly lighted; and repair, restoration and maintenance of same at City's cost and expense. The obligation of repair hereunder shall be subject to reasonable wear and tear; provided, however, that the effects of continued reasonable wear and tear shall not impair the City's obligation to keep the Facilities in such order, condition and repair as is hereinabove provided. The existing School District grass playfield within the Joint Use Area will continue to be maintained by the School District. This includes irrigation system maintenance and control, turf maintenance and rodent control. Additionally, the three (3) existing School District basketball courts within the Joint Use Area, will continue to be maintained by the School District staff. However, the City shall be responsible for the application of crack filler material, slurry seal coating and re-striping of the basketball courts every five years through the end of the Agreement term. All new improvements, buildings, equipment, and systems added to the Facilities shall be fully maintained and funded by the City. If someone other than City provides these services and fails to comply with any of the foregoing provisions, then City shall indemnify, defend and save harmless School District against any and all actions, claims and damages by reason of such failure to comply. In the event that City fails to keep the Facilities in good repair and in a manner suitable for its intended use, the District may provide the City with thirty(30) days' notice of such failure and if the City does not undertake to promptly cure such failure, the School District may, at School District's sole discretion, undertake any such maintenance of the Facilities and City shall reimburse School District for the costs of such maintenance within thirty(30) days of invoice by School District. (b) Clean-un of Facilities. During their respective times of use of the Facilities as set forth in this Agreement, the School District and the City shall be responsible for cleanup of the Facilities. The School District and the City shall each require users of the Facilities to provide adequate supervision and guarantee that the Facilities will be cleaned up after such usage. As used herein, the term "cleanup" shall mean putting away equipment and supplies, picking up trash, graffiti removal and similar related activities. In the event that City fails to clean up the Facilities, School District may, at School District's sole discretion, undertake any cleanup of the Facilities and City shall reimburse School District for the costs of such clean up or maintenance within thirty (30) days of invoice by School District. Additionally, under no circumstances during the term of this Agreement shall City or District use or cause to be used in the Facilities any hazardous or toxic substances or materials, and under no circumstance during the term of this Agreement shall City store or dispose of any such substances or materials in the Facilities. 3 (c) Non-Interference with School District Activities. This Agreement shall not grant City the right to interfere with any activities of School District. Notwithstanding the above, District activities on the City Park would be subject to City's approval. (d) Conduct of City. Emnlovees and Invitees. City and District shall use reasonable efforts to insure that all employees, invitees, and all others in attendance will adhere to proper standards of public conduct. There is to be no consumption of intoxicating liquors or other controlled substances, smoking, gambling, quarreling, fighting, use of profane language, or indecent exposure permitted on or near the Facilities. So long as a party is using reasonable efforts to consistently preclude such conduct then such party shall not be deemed to be in breach of this Agreement. Each Party agrees to utilize the Facilities in conformance with Federal and State law as well as School District and City administrative regulations, ordinances, and policies. (e) Utilities. City shall be responsible for the payment of all utilities associated with the City Park, as well as initial connection fees, separating meters and any maintenance or repair of utilities. Nevertheless, the School District will maintain the irrigation system for the existing School District grass playfield within the Joint Use Area, the City remain responsible for all other costs as set forth above(g) Insurance. (i) Public Liability and Property Damage. City and District agrees to maintain in full force and effect throughout the duration of the Agreement a suitable policy or policies of public liability and property damage insurance, insuring against all bodily injury, property damage, personal injury, and other loss or liability caused by or connected with City's and District's use of the Facilities under this Agreement. Such insurance shall be in amounts not less than $1,000,000 per occurrence; $3,000,000 for general aggregate and $1,000,000 for property damage. (ii) Automobile Liability. City and District also agrees to maintain in fill force and effect with regard to any City owned vehicles which City brings onto the Facilities a suitable policy or policies of automobile liability insurance with a combined single limit of $1,000,000 per accident throughout the duration of the Agreement. (iii) Workers' Compensation. City and District shall also maintain, in full force and effect throughout the term of this Agreement, Workers' Compensation insurance in accordance with the laws of California, and employers' liability insurance with a limit of not less than $1,000,000 per employee and $1,000,000 per occurrence. (iv) Notice: Additional Named Insureds. All insurance required under this Agreement shall be issued as a primary policy and contain an endorsement requiring thirty (30) days written notice from the insurance company to both Parties hereto before cancellation or change in coverage, scope or amount of any policy. School District, its directors, officers, agents, employees and agents , shall be designated as additional named insureds on City policies required under this Section City, its directors, officers, agents, employees and agents shall be designated as additional insured on District policies required under this Section. 4 (v) Insurance Endorsements. Concurrent with the execution of the Agreement and prior to any use by City of the Facilities, City and School District will provide each other with an endorsement(s) verifying such insurance and the terms described herein. (vi) Right to Self Insure. In lieu of commercial insurance, City and District shall retain the right to self-insure and/or be a member of a joint powers insurance authority for all or any portion of its insurance obligations herein. (h) Indemnification (i) Indemnification bv_ City. City shall defend, indemnify and hold harmless the School District, and its directors, officers, agents, employees, and invitees against and will hold and save them and each of them harmless from any and all actions, claims, liens, damages to persons or property, penalties, obligations or liabilities (including legal fees and costs incurred by the School District) that may be asserted or claimed by any person, firm, association, entity, corporation, political subdivision, or other organization arising out of or in connection with City's activities at the Facilities, this Agreement, and any other use of and operations at the Facilities pursuant to this Agreement, , but excluding such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the negligence or willful misconduct of School District. City further agrees to indemnify, defend and hold harmless School District, its directors, officers and employees and each of them from any claim or cause of action arising out of or related to any third-party challenges to the legality or legal interpretation of this Agreement. City further agrees to indemnify, defend and hold harmless School District, its directors, officers and employees and each of them from any claim or cause of action arising out of or related to liability resulting from the City's violation of any applicable Federal, State or local statute, ordinance, order, requirement, law or regulation that may adversely affect the Facilities, including, without limitation, any applicable labor laws and/or regulations. (ii) Indemnification by School District. School District shall defend, indemnify and hold harmless the City, and its directors, officers, agents, employees, and invitees against and will hold and save them and each of them harmless from any and all actions, claims, liens, damages to persons or property, penalties, obligations or liabilities (including legal fees and costs incurred by the School District) that may be asserted or claimed by any person, firm, association, entity, corporation, political subdivision, or other organization arising out of or in connection with negligent or intentional misconduct of the District with respect to its activities at the Facilities, or pursuant to this Agreement, but excluding such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the negligence or willful misconduct of City. District further agrees to indemnify, defend and hold harmless School District, its directors, officers and employees and each of them from any claim or cause of action arising out of or related to liability resulting from the District's violation of any applicable Federal, State or local statute, ordinance, order, requirement, law 5 or regulation that may adversely affect the Facilities, including, without limitation, any applicable labor laws and/or regulations. The provisions of this Section shall survive the termination or expiration of this Agreement. (i) Scheduling. City shall have sole responsibility for scheduling use of the City Park. With respect to the use of non-City Park Facilities, School District and City shall conduct quarterly meetings for the purpose of scheduling anticipated uses of the Facilities ("Scheduling Meetings"). At each Scheduling Meeting the School District and City shall agree upon a schedule, in writing, for the coming quarter with respect to the use of the Facilities, including, but not limited to the proposed times, uses and users of the Facilities ("Master Calendar"). The Parties agree that the Joint Use Area shall be for the exclusive use of the School District during school hours, defined as 7:00 a.m. to 5:00 p.m. Monday through Friday, excluding School District holidays. City shall have exclusive use of the Joint Use Area from 5:00 p.m. to 10 p.m. Monday through Friday and from 6:00 a.m.to 10:00 p.m.on Saturday, Sunday and School District holidays. The School District shall have exclusive use of the Joint Use Area for twelve(12)events each year during City's use, as set forth in the Master Calendar,which shall be maintained by the Chaparral Elementary School principal. (j) Program Costs and Equipment. The Parties agree that each Party shall provide all materials and equipment to be used in their respective activities. (k) Program Supervision and Security. The Parties agree that each Party will provide all necessary supervision and security at their respective activities. (1) Locks-Keying and Access Authorization. Gates leading into the Joint Use Area shall be locked (lock to lock) with a District provided padlock and a City provide padlock. Gates in the Joint Use Area that are required to have ADA compliant hardware shall be keyed by District staff with and be operable with the school master key. As needed, a limited number of change keys for these gates will be issued to City staff to provide access during City use. Keys for City Park shall be issued to District or school site staff upon receipt of written request of Assistant Superintendent of Facilities&Planning or the Chaparral Elementary School principal. (m) Parking. The City Park will have a parking lot (70 spaces including 5 ADA), which shall be constructed by the City. The School Site parking lot shall remain an exclusive use area of the School District with the exception of fourteen (14) parking spaces on the north east corner of the School Site which will be available as a joint use parking lot, as designated in Exhibit"A". Section 5. Compliance with Law. City and District shall comply with all laws, ordinances, rules, and regulations applicable to the Facilities, enacted or promulgated by any 6 public or governmental authority or agency, including without limitation the City and School District, having jurisdiction over the Facilities. Section 6. Improvements City shall have no right to make any changes, alterations or improvements to the Property or License Area, unless District provides written permission to make such changes, alterations or improvements, which permission may be granted and conditioned in the sole discretion of the District. However, with respect to the initial improvements to the City Park, which includes the following improvements and equipment: Informal play area, parking, picnic structures, playground equipment, and signage, the District shall not unreasonably withhold its approval of such. Any alteration, change or improvement, of which District has approved, shall be accompanied by plans and specifications providing for the alteration, change or improvement, which plans and specifications shall be subject to the District's approval. All construction or alterations shall be performed diligently and in a good and workmanlike manner, and shall comply with all applicable laws, rules and regulations of all governmental authorities having jurisdiction over the Bird Farm Property and/or Project, including, but not limited to the Division of the State Architect("DSA"). City shall pay all costs, including, but not limited to, demolition and construction, planning and permit fees, inspection, testing, architectural, engineering and its legal fees, taxes and insurance, for or related to construction or alterations performed by it, or caused to be performed by it, on the Bird Farm Property as permitted by this Agreement. City shall keep the Bird Farm Property and improvements thereon or therein free and clear of all mechanics' liens resulting from construction and/or alterations performed by, for or at the request of City, it being acknowledged and agreed that nothing herein is intended to state or imply that the Bird Farm Property is subject to mechanic's liens, as the Bird Farm Property is and will continue to constitute real property owned by a public entity during the entire term of this Agreement. City shall do all things reasonably necessary to prevent the filing of any such mechanic's or other liens against the Bird Farm Property or improvements thereon or therein. If any such lien shall at any time be filed against the Bird Farm Property and/or improvements thereon or therein, City shall cause the same to be discharged of record or bonded over to the satisfaction of the District within thirty (30) days from City's receipt of a copy of such lien. City may not collateralize, obtain financing by securitization or borrow against the value of the Bird Farm Property. City shall deliver to District, promptly after City's receipt thereof, originals or, if originals are not available, copies of any and all of the following instruments and documents pertaining to any construction, repair or replacement of improvements on the Bird Farm Property: (a) plans and specifications for the subject improvements, (b) test results, physical condition and environmental reports and assessments, inspections, and other due diligence materials related to the subject improvements, (c) permits, licenses, certificates of occupancy, and any and all other governmental approvals issued in connection with the subject improvements, (d) agreements and contracts with architects, engineers and other design professionals executed with respect to the design of the subject improvements, (e) construction contracts and other agreements with 7 consultants, construction managers, general and other contractors, and equipment suppliers pertaining to the construction, repair or replacement, as the case may be, of the subject improvements and (0 all guaranties and warranties pertaining to the construction, repair or replacement, as the case may be, of the subject improvements. Notwithstanding anything to the contrary stated or implied in this Agreement, City shall not take any action or give any approval that will result in a change in the zoning of the Bird Farm Property that will be binding on the Bird Farm Property or impact or affect District after the expiration or earlier termination of this Agreement, or alter, eliminate or in any way modify any of the entitlements for the Bird Farm Property in any manner that will be binding on the Bird Farm Property or District after the expiration or earlier termination of this Agreement, in each case without prior written consent of the District. City may not use or operate the Project until the Project is closed-out and certified by DSA, as applicable. City shall provide evidence of close-out and certification, in a form acceptable to the District. Such documentation shall be sent to the Assistant Superintendent, Facilities, Planning & Operation. If the evidence of DSA close-out and certification is acceptable to the District, the District will provide written authorization to use and operate the Project. Use and/or operation of the Project prior to District authorization shall be considered a breach of this Agreement. City shall further indemnify and hold the District harmless from any claim, damage. or harm arising from the City's unauthorized use of the Property pursuant to this Section or City's failure to obtain Droner certification Section 7. Termination. If either fails to perform any term, covenant or condition of this Agreement, or otherwise breaches this Agreement, and such failure or breach continues for more than thirty(30) days after written notice is received by the defaulting Party(or if the breach or default is of such character as to reasonably require more than thirty(30) days to cure, and the defaulting Party fails, within thirty (30) days after it receives written notice of such breach or default from the non-defaulting Party, to commence the cure of such default or thereafter fails to pursue with reasonable diligence the curing of such default to completion), then the non- defaulting Party may, at its option and without any further demand or notice terminate this Agreement. The District may terminate this Agreement as to all or a portion of the Chaparral Property and/or Bird Farm Property upon three hundred sixty(360)days' notice. Section 8. School Expansion. Should the District need to expand the school campus, the District will locate such programs and or buildings on portions of the Chaparral Property and/or Bird Farm Property that will be least disruptive to new and or existing City or District facilities subject to this Agreement, an attached hereto as Exhibit "C," and no in event shall the District expand the campus into the bubbled portion of the Bird Farm Property/City Park as depicted on Exhibit"C." If the District does expand the campus, this Agreement will be amended to reflect the revised Chaparral Property and/or Bird Farm Property descriptions. Section S 9. Legal Interpretation of Instrument. The Parties expressly understand and agree that this Agreement constitutes an exclusive license for the City Park and a non-exclusive license for use of the remainder of the Facilities. This Agreement is not intended by the Parties, 8 nor shall it be legally construed, to convey a leasehold, easement, or other interest in real property other than a license subject to the terms and conditions of this Agreement. Should either Party be compelled to institute arbitration, legal, or other proceedings against the other for or on account of the other Party's failure or refusal to perform or fulfill any of the covenants or conditions of this Agreement on its part to be performed or fulfilled, the Parties agree that the rules and principles applicable to licenses shall govern such actions or proceedings. This Agreement shall be governed by the laws of the State of California. Section 9 10. Notices. Any notice, request, information or other document to be given hereunder to any of the Patties by any other Parties shall be in writing and shall be deemed given and served upon delivery, if delivered personally, or three (3) days after mailing by United States mail as follows: If to CITY: CITY OF CHINO HILLS Konradt Bartlam City Manager 14000 City Center Drive Chino Hills, CA 91709 If to SCHOOL DISTRICT: CHINO VALLEY UNIFIED SCHOOL DISTRICT Wayne M. Joseph Superintendent 5130 Riverside Dr. Chino, CA 91710 Any Party may change the address or persons to which notices are to be sent to it by giving the written notice that such change of address or persons to the other Parties in the manner provided for giving notice. The Parties will provide each other after-hours emergency contact phone numbers of appropriate supervisory staff which shall be periodically updated. Section 10. Official Representatives. The official representative for School District shall be Wayne M. Joseph, its Superintendent or his/her designee. The official representative for City shall be Konradt Bartlam, its City Manager or his/her designee. Section 11. Employees/Independent Contractors. For purposes of this Agreement, all persons employed by City or District in the performance of services and functions with respect to this Agreement shall be deemed employees of each respective party and no City or District employee shall be considered as an employee of the other party, under the jurisdiction of the other party, nor shall such employees have any pension, civil service, or other status of or from the other party. 9 City and District shall have no authority to contract on behalf of each other. It is expressly understood and agreed by both Parties hereto that City and District, while engaged in carrying out and complying with any terms of this Agreement, is not acting as an agent, officer, or employee of the other party. Section 12. Attorneys' Fees: Litigation. In the event any action or suit is brought by a Party against another Party by reason of the breach of any of the covenants or agreements set forth in this Agreement or any other dispute between the Parties concerning this Agreement, each Party shall be responsible for its own attorney's fees and costs. Section 13. Assignment/Subletting. City shall not assign or sublet this Agreement or any right or privilege City might have under this Agreement without the prior written consent of District, which consent maybe withheld and/or conditioned at the discretion of the School District. Such conditions will include but are not limited to: assignee/sublessee must agree in a written notice to School District to carry out and observe each of City's agreements hereunder and School District must have 24-hour contact information for any assignee/sublessee. Section 14. Signs. Except for a monument sign reflecting the name of the City Park and directional and safety related signage, City shall not have the right to place, construct or maintain any sign, advertisement, awning, banner, or other external decorations on the improvements that are a part of the Facilities without School District's prior written consent, which consent shall not be unreasonably withheld. Section 15. Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. Section 16. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 17. Entire Agreement. Waivers and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by City and School District. Section 18. Authority. The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. In accordance with California Education Code section 17604, this Agreement is not a valid or enforceable obligation against the School District until approved or ratified by motion of the I Governing Board of the School District duly passed and adopted. 10 Section 19. Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart. Section 20. Effect of Recitals. The Recitals above are deemed true and correct, are hereby incorporated into this Section as though fully set forth herein, and City and School District acknowledge and agree that they are each bound by the same. Section 21. Exhibits. Exhibit "A" attached to this Agreement are incorporated herein by this reference and made a part hereof. Section 22. Conflicts of Interest. No director, officer, official, representative, agent or employee of either Party shall have any financial interest, direct or indirect, in this Agreement. Section 23. Nondiscrimination. There shall be no discrimination by City or School District against any person on account of race, color, religion, sex, marital status, national origin, or ancestry in the performance of their respective obligations under this Agreement. Section 24. Rights and Remedies are Cumulative. Except as may be otherwise expressly stated in this Agreement, the rights and remedies of the Patties are cumulative, and the exercise by any Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party. Section 25. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either Party the Agreement shall forthwith be physically amended to make such insertion or correction. Section 26. Cooperation. School District and City acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to accomplish the objectives and requirements that are set out in this Agreement. Both School District and City hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete this transaction in accordance with the intent of the Parties as evidenced in this Agreement and attached Exhibit hereto. Section 27. Ambiguities not to be Construed against Drafting Party. The doctrine that any ambiguity contained in a contract shall be construed against the Party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. Section 28. Joint Venture: It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other agreement between School District and City. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and 11 no such other person, firm organization or corporation shall have any right or cause of action hereunder. Section 29. Days/Holidays. All references to days herein shall refer to calendar days unless otherwise noted. When performance of an obligation or satisfaction of a condition set forth in this Agreement is required on or by a date that is a Saturday, Sunday, or legal holiday, such performance or satisfaction shall instead be required on or by the next business day following that Saturday, Sunday, or holiday, notwithstanding any other provisions of this Agreement. Section 30. Nonliability of Officials. No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official, member, employee, agent, or representative. Section 31. Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights upon any party not signatory to this Agreement 12 IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first above written. DATED: 7(7A 31 (r r CHINO VALLEY UNIFIED SCHOOL DISTRICT By: //I = DATED: CITY OF C INO HILLS By: �J L4 13 EXHIBIT"A" DESCRIPTION AND MAP OF PROPERTIES, • • 14 -- �.... .. ii 1 ~~ � EXHIBIT A DESCRIPTION AND MAP OF PROPERTIES • • Joint Use Parking Lot ` ~ti t _ _ .. 1.''''." ti�, Blue line = entire property line _ r „Red line=current school use boundary w .��` u �_ Yellow line =undeveloped property line Ck . _ ' _ ; - .., and proposed park boundaryi .71- o r.... L p _ -_� Green line=indicates proposed area of �•- - 1� ���' phase one park site * ,\ f Vi 1 < m Chaparral ES .....,, ..... . .,,.,. A `` r'1, 9.7 Acres ,k._ - v.. ..„........, .ilt.ill Proposed Area of f�`r'~ . i , Phase One • NT • - r ' f7.3 Acres \ •,,Xe' _ (undeveloped) 4 '� - .� - ,1\, \ I e EII rt. • ; r—' , ' ss EXHIBIT "B" ARCHITECT'S RENDERING. I5 EXHIBIT B -ARCHITECT'S RENDERING n C 80 PARKING SPACES-COMMUNITY/ v ,, 4 a,S r; ii SCHOOL PARKING y „ - ti 5 7 2-HALF COURT BASKETBALL COURTS "' \ c, • ) PARK SIGNAGE COMMUNITY SCHOOL GATE ACCESS- •• 1 AT EXISTING BASKETBALL COURTS / GROUP PICNIC STRUCTURES • ' / GROUP BBQ EXISTING SCHOOL BASKETBALL COURTS t� ' ' '�, 1.� . COMMUNITY PLAZA r.. GROUP PICNIC STRUCTURE -: �K '� —' " r 1, '. • RESTROOMS W/D.F. c -- GROUP BBQ ,;Z''',- - •1- 4f4. .:. EUCALYPTUS GROVE • -:...41•, TOT'S PLAY AREA Orl `' - 0. , .�' ,, � ir CHILDREN'S PLAY AREA . " EXISTING TOT LOTTO REMAIN $� �1 mit ~� i� =� L.`� ' PARK SIGNAGE e:, . !look \ Y. f;2, l' ' -"Pr 4- • 3 + �� ' il • ' COMMUNITY/ w O �� SCHOOL GATES��, \ ' '� 70 PARKING F - • 4- ✓ SPACES INCLUDES1 r` 2 r4.,„ ,.._. 1 ...41; ., < /� 'i.'. -A • t. 5 HANDICAP. INFORMAL 64'',a, ,, EXISTING SCHOOL FENCING 1f;__ PLAY AREA a ' „ii *.d".-1 ,- EXISTING ~: �`� s. ,I ' RELOCATED SCHOOL FENCING gg'�`'r". OAK TREE , --.1 -- k....5\.__ •..-- .. ....- . ---_- --....... ftlir:\ P- • , �� �'r6'MASON'RY WALL 1,...,--Na `� -_ �' ''� • r � � �� � � •� � I � _ ,t° _ _ - 1. --,e-1_ j t , - r-.. 7 i i �. _ t FITNESS COURSE STATION L • ! FITNESS COURSE STATIONS' 111 . _ t , EXISIhNGG OAK-TREE' J. i f ' � t ...ail! f • ', +�.� :r.-- EXHIBIT "C" SCHOOL EXPANSION AREA. 16 EXHIBIT C -SCHOOL EXPANSION AREA • II.}. F c 80 PARKING SPACES-COMMUNITY/ n SCHOOL PARKING go ... , .,,‘,i .ti . HALF COURT BASKETBALL�COURTS% i., . , PARK SIGNAGE v COMMUNITY SCHOOL GATE ACCESS ° GROUP PICNIC STRUCTURES AT EXISTING BASKETBALL COURTS• / A.. ^ �---GROUP BBQ ` EXISTING SCHOOL BASKETBALL COURTS . r%. `• ,�J j ` 7,----COMMUNITY PLAZA • 4 • n GROUP PICNIC STRUCTURE `�� +� -' `�° RESTROOMS W/D.F. y` GROUP BBQ .�\ . le�.• ./ :. '-, . . `ir.. . EUCALYPTUS GROVE f' TOT'S PLAY AREA F: i `- -: MK ` C HILDREN'S PLAY AREA d �, / � . - . . ,,,,r, •, ! .. ��. PARK SIGNAGE N. • , a . - ...7-..: - / .k -~ 1.". COMMUNITY/ r ' � _ SCHOOL GATES , \111 � •N.. r 116. +1 ` 70 PARKING z = # * • SPACES INCLUDES r: i ,1 t' 5 HANDICAP _ INFORMAL- / ,; \ EXISTI11 NG SC MIL FENCING 1/4 r j PLAY AREA - t T, ;'� EXISTING RELOCATED SC L FENCING • OAK TREE = / `: • FITNESS COURSE STATION ` y FITNESS COURSE STATIONS ibillpili y +w., i _ ,►' .r ° ` ,� < ' Area for potential i ir .EXISTING OAK TREE _ expansion of ' school campus if -, • �. �'i .= � needed. - *;� MO A