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American Cancer Society, Inc. A2013-12 TEMPORARY USE AGREEMENT BETWEEN THE CITY OF CHINO HILLS AND AMERICAN CANCER SOCIETY, INC. THIS TEMPORARY USE AGREEMENT ("Agreement") is entered into this 28th day of February 2013, by and between the CITY OF CHINO HILLS, a municipal corporation ("City") and AMERICAN CANCER SOCIETY, INC., a New York corporation ("Licensee"). RECITALS A. As part of the operation of Licensee's charitable event, additional space is needed for overflow customer parking . B. City owns a parcel of property adjacent to The Shoppes for future residential development (the "Residential Site"), which currently has vacant space which would be suitable for Licensee's parking needs. NOW, THEREFORE, in consideration of the recitals set forth above, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below: 1. Use of Residential Site for Overflow Parking. For the term indicated in Paragraph 4, subject to the terms, conditions and covenants set forth herein, City hereby grants to Licensee a license, on a nonexclusive basis, to use the paved parking lot (Designated Portion) of the Residential Site for event parking. 2. Licensee's Responsibilities. a. Licensee shall provide all labor, equipment, and appurtenances necessary to prepare the Designated Portion for Licensee's temporary licensed use. b. Upon expiration of the Term, Licensee shall vacate the property and return the Designated Portion to the same or better condition as it was in prior to the time that Licensee took possession of the Designated Portion pursuant to this Agreement. c. Licensee shall be responsible for all security on the Designated Portion. 3. City's Responsibilities. a. The City shall permit a portion of the Residential Site to be used by Licensee for the activities provided for in this agreement. 1 4. Term. This Agreement shall be effective from 6:00 A.M. April 27, 2012 until 4:00 P.M. April 27, 2012. This Term may only be extended by mutual written agreement of the parties. 5. Indemnity. Each party agrees to protect, defend, indemnify, and hold harmless the other party and its shareholders, officers, directors, agents, employees, volunteers, and affiliates, free and harmless from any and all liability claims,judgments, costs and demands, including for injuries or the death of persons and damage to property, arising out of or relating to the indemnifying party's performance of its obligations under this Agreement, any breach by the indemnifying party of the Agreement, any intentional or willful misconduct by the indemnifying party, any negligent action, inaction, or errors of the indemnifying party or its employees, agents, representatives, contractors, or subcontractors, arising out of or relating in any way to the indemnifying party's performance under this Agreement. Nothing herein shall require one party to indemnify the other party for the other party's own negligence or willful misconduct. 6. Termination. Either party may terminate this agreement without cause by giving the other fifteen (15)days written notice. If operations under this Agreement have begun at the time the termination notice is given, then operations will cease by the effective date of the termination. 7. Construction of Aareement. This Agreement shall be deemed to have been prepared jointly and equally by the parties, and it shall not be construed against any party on the ground that the party prepared the Agreement or caused it to be prepared. 8. Relationship of the Parties. Each party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of the other party in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners,joint ventures or any other association of any kind or nature between City and The Shoppes,jointly or severally 9. Time is of the Essence. Time is of the essence in the performance of this Agreement. 10. Notices. Unless otherwise specified in this Agreement, all notices required or provided for under this Agreement shall be in writing and delivered in person or sent by mail, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is delivered in person, or, if mailed, on the date of deposit in the United States Mail. Notices shall be addressed as follows: 2 To City: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 To Licensee: April Ahumada American Cancer Society, Inc. 1940 E. Deere Avenue, Suite 100 Santa Ana, CA 92705 12. Compliance with Laws. The parties, their agents, employees, contractors, and subcontractors must comply with all federal, state and local laws in performing this Agreement. 13. Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties. 14. Captions. The captions of this Agreement are for convenience and reference only and shall not be used in the interpretation of any provision of this Agreement. 15. Incorporation of Recitals. The recitals to this Agreement are hereby incorporated into the terms of this Agreement. 16. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All amendments or waivers of the terms of this Agreement must be in writing and signed by the appropriate representative of the parties. 17. Interpretation. The Agreement shall be interpreted in accordance with the laws of the State of California. 18. Jurisdiction. Jurisdiction of all disputes over the terms of this Agreement shall be in the County of San Bernardino, State of California. 3 IN WITNESS WHEREOF, this Agreement is executed by the parties as of the date hereinabove first written. AMERICAN CANCER SOCIETY, INC. CITY OF CHINO HILLS: LIP �Si�nature / "Michail S`Fleagerf/ City Manager ATLAY\e \I6 6,L Name (Printed) VLo2. V en P. it'6 4