HomeMy WebLinkAboutContracts & Agreements_230-2013VEHICULAR PARKING JOINT USE AGREEMENT
(PROSPECT PARK)
This vehicular parking joint use agreement ("Agreement") is made and entered into this
19th day of November, 2013 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City"), and Kimberly -Shirk Association, a non-profit corporation and its
subsidiaries (collectively referred to herein as the "Association"). City and Association are
sometimes individually referred to herein as a "Party" and together as the "Parties."
RECITALS
WHEREAS, City is the owner of certain real property, commonly known as. Prospect
Park, which is more particularly described in Exhibit "A" attached hereto and incorporated
herein by this reference; and
WHEREAS, Association is the owner of certain real property, commonly known as
Kimberly Crest House and Gardens, which is more particularly described in Exhibit "B" attached
hereto and incorporated herein by this reference; and
WHEREAS, City and Association, respectively, own and operate certain parking
facilities which, in combination, contain fifty-nine (59) spaces, and which are more particularly
described in Exhibit "C" attached hereto and incorporated herein by this reference (the
"Premises");
NOW, THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the City of
Redlands and Kimberly -Shirk Association, agree as follows:
AGREEMENT
TERM. The term of this Agreement shall be in perpetuity.
2. RENT. Association shall pay City annual rent in the amount of One Dollar ($1.00)
for use of City's portion of the Premises. The initial year's rent shall be payable
within ten (10) days of the Effective Date of this Agreement, and for subsequent
years, shall be payable on or before the anniversary of the Effective Date of this
Agreement. The rent shall be paid at the address set forth for notices in Section 9 of
this Agreement, or such other address as City may notify Association of, in writing.
3. USE. The Premises shall be used by Association on a non-exclusive basis only for
the parking of vehicles by officers and employees of Association, and Association's
patrons, guests and invitees ("Permitted Users"), subject to the following conditions:
A. Association shall not impose or collect any fee or charge for use of the
Premises;
1AcaldjmlAgreements\Kim6er1y Shirk Joint Use Agrmnont.doc
B. Association shall not make any improvements to the portions of the Premises
owned by the City, except with the prior written consent of City; and,
C. Any signs proposed for the Premises shall be subject to approval of City prior
to placement.
4. ASSOCIATION MAINTENANCE. Association shall have no obligation to maintain
the City -owned portion of the Premises; provided, however, that during any period in
which the Association is sponsoring a program which requires use of the Premises,
Association shall be responsible for the clean-up of such areas. Association shall also
provide for adequate trash receptacles and be responsible for the pick-up of litter after
Association approved events, and for the emptying of such receptacles on a regular
basis.
SAFETY. The roadways and parking areas within the Premises shall at all times be
operated in accordance with all state and City laws and regulations. Association
agrees to report any and all potential safety hazards to City. Association shall also be
responsible for correcting any identified safety hazards relating to equipment owned
by Association.
6. INSURANCE. City and Association shall maintain adequate liability insurance, or
shall self -insure, for property damage and bodily injury arising out of their respective
activities under this Agreement. The Parties shall name each other as additional
insureds on any such policies and provide each other with certificates of insurance
evidencing the same concurrent with the execution of this Agreement.
7. HOLD HARMLESS. Association shall defend, indemnify and hold harmless City,
and its elected officials, officers, employees and agents from and against any and all
causes of action, claims, damages, losses and liability whatsoever of persons or
property resulting in any way from any negligent acts or omissions, or willful
misconduct, of Association, or its patrons, employees and invitees, arising from or
resulting in connection with use of the Premises.
City shall defend, indemnify and hold harmless Association, and its officers,
employees and agents from and against any and all causes of action, claims, damages,
losses and liability whatsoever of persons or property resulting in any way from any
negligent acts or omissions, or willful misconduct, of City, or its patrons, employees
and invitees, arising from or resulting in connection with use of the Premises.
8. ASSIGNMENT. This Agreement shall not be assigned by either Party without the
prior written consent of the other Party. Any assignment or attempted assignment
without such consent shall result in the immediate termination of this Agreement.
NOTICES. All notices to be given under this Agreement shall be in writing and
delivered in person, or sent by first class mail, postage prepaid, addressed as follows:
_2-
1AcaldjmlAgreementslKinaberly Shirk Joint Use Agreement.doc
City: Association:
City Clerk Executive Director
City of Redlands Kimberly Crest House and Garden
P.O. Box 3005 1325 Prospect Drive
Redlands, CA 92373 Redlands, CA 92373
10. ENTIRE AGREEMENT/AMENDMENT. This Agreement represents the entire
agreement between the Parties as to the matters contained herein, and shall be
amended only by written agreement executed by the Parties.
11. ATTORNEYS' FEES. In the event any action is commenced to enforce or interpret
the terms or conditions of this Agreement the prevailing Parry shall, in addition to
costs and any other relief, be entitled to recovery of its reasonable attorneys' fees,
including fees for use of in-house counsel by a Party.
12. CITY' S AUTHORITY. City at all times shall the authority to refuse entry and/or to
remove persons and property from Prospect Park and the Premises for violation of
any State or City law, rule or regulation.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement
CITY OF REDLANDS
Pete Aguilar, Mayor
ATTEST:
Sam Irwi i Clerk
KIMBERLY-SHIRK ASSOCIATION
orraine Anderson, President
-3-
1:%caldjmlAgmementslK.imberly Shirk Joint Use Agreement.doc