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Home My WebLink AboutGOODWILL INDUSTRIES OF ORANGE COUNTYAUG 2 7 2010 N-2018-167 COVIDA ( i) FACILITY USE AGREEMENT Sylv�� vL•�.yue � This Facilities Use Agreement ("Agreement") is made and entered into on August 24: 2018 ("Effective Date") between Goodwill Industries of Orange County, a California non-profit corporation (hereinafter referred to as "GIOC") and The City of Santa Ana (hereinafter referred to as "CSA"). GIOC and CSA may hereafter be collectively referred to as `Parties" or individually as a "Party." RECITALS WHEREAS, GIOC operates a facility located at 410 North Fairview, CA 92703 and; WHEREAS, CSA desires to us Conference room 112 on August 30, 2018 from 6:00pm to 9:00pm for the purpose of the Cities of Santa Ana and Garden Grove to conduct a community meeting to gather input from local residents and leaders on the visioning of Willowick Golf Course. NOW, THEREFORE, in consideration of the Recitals, incorporated by reference herein, and the mutual covenants and agreements hereinafter contained, GIOC and CSA mutually agree to the following: 1. USE OF FACILITY. GIOC hereby permits CSA to use Conference Room 112, parking and restroom facilities located at 410 north Fairview, Santa Ana CA on August -30, 2018 from 6:00pm to 9:00pm. CSA agrees to use the space for a community meeting only and for no other purpose. CSA further agrees not to conduct or permit to be conducted any public or private nuisance in, on, or from the use of the Facility; not to commit or permit to be committed any waste within the Facility, and to comply with all governmental laws and regulations in connection with the use of the Facility. GIOC grants CSA temporary right to use the property (Conference Room 112, parking and restroom facilities) to conduct Community Meeting and shall have a right to ingress and egress to and from Facility during the scheduled hours. Notwithstanding the foregoing, access to the Facility by CSA may be restricted by GIOC with reasonable discretion because of the occurrence of natural disasters, or other "events" deemed by GIOC to be of an emergency nature. GIOC reserves the right to relocate, change or alter the alignment, size or location of the Area at anytime if space requirements of GIOC make such action necessary. GIOC shall endeavor to provide advance notice of any such relocation, change, or alteration that becomes necessary. SNA acknowledges and understand that no binding or enforceable agreement regarding use of the Facility shall exist until and unless this Agreement has been signed by both Parties. 2. DATE AND TIME OF USE. CSA shall be permitted to use the Facility August 30, 2018 between the hours of 5:30pm and 9:00pm. 3. ACCESS. The Facility access and use must be within the time specified above. 4. DEPOSIT AND FACILITY USE FEE. No fees shall be applicable for CSA to use the facility. Page 1 of 3 5. OBLIGATIONS OF CSA. CSA shall not make any alterations to the Facility, any fixtures, building systems or equipment unless approved by GIOC. CSA shall exercise care in the use of the Facility. At the end of use of Facility, CSA shall remove from Facility all property and materials belonging to CSA and The City of Garden Grove. If CSR's or Garden Grove employees and representatives damage the Facility as a result of negligence, excluding normal wear and tear, CSA at its own expense and risk, shall restore the facility to the condition existing prior to use of the premises. Further, CSA agrees that it will not use the premises for any unlawful purposes. 6. TERM. The term of this Use Agreement shall begin and end on August 30, 2018. 7. TERMINATION. Either Party may terminate this Agreement with written notice to the other Party. 9. INDEMNIFICATION. CSA hereby agrees to indemnify, hold harmless, and defend GIOC, its officers, agents, and employees from and against any and all claims, loss, demands (including demands arising from injuries or death of persons), damages (including damage to property), costs, expenses, costs arising out of the use of the property by CSA its employees, agents, subcontractors, and/or volunteers' use or occupancy of GIOC's facility, except for liability arising out of the negligence of GIOC. CSA shall not be responsible for the condition of the property, or any claims, loss, demands, damages, costs, or expenses arising due to any dangerous conditions on the property, whether known or unknown by CSA or GIOC. 9. NON-EXCLUSIVE RELATIONSHIP. All of the Parties obligations under this Agreement are non-exclusive and neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. GIOC and CSA do not have, nor shall either party hold themselves as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon each other. 10. NOTICES. All notices pursuant to this Agreement shall be addressed as set forth below or as either party may hereafter designate by written notice and shall be sent through the United States mail in the State of California, duly registered or certified, return receipt requested or via Electronic Email with confirmation of receipt. If any notice is sent by registered or certified mail, as aforesaid, the same shall be deemed to have been served or delivered twenty-four (24) hours after mail ng thereof as above provided. Notwithstanding the above, GIOC may also provide notices to City of Santa Ana by personal delivery or by regular mail and any such notice so given shall be deemed to have been given upon receipt. TO: GIOC TO: City of Santa Ana 410 N. Fairview Street 20 Civic Center Plaza Santa Ana, CA 92707 Santa Ana, CA 92701 Attn: Kathy Copeland Attn: Steven Mendoza 12. NO ASSIGNMENT OR SUBLETTING. This Agreement is non -assignable and non- transferable. Page 2 of 3 13. MODIFICATIONS; AMENDMENTS; WAIVERS. This Agreement may be modified only by a written instrument duly executed by each Party. Any waiver of any term or condition of this Agreement shall be effective only if made in writing and only in the specific instance and for the purpose of which given. 14. GOVERNING LAW; VENUE. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without giving effect to the conflict of laws rules thereof. The Parties irrevocably submit to the jurisdiction of the courts of the State of California and the Federal Courts of the United States of America located in Orange County, California. 16, FAILURE TO OBJECT NOT A WAIVER. The failure of any Party to enforce at any time any of the provisions or terms of this Agreement shall not be construed to be a waiver of such provision or term, nor of the right of any Party thereafter to enforce such term or provision. 17. SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the other provisions herein shall remain in full force and effect and shall be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of all remaining provision. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement and any modifications, changes or amendments to this Agreement must be written and signed by all the Parties to this Agreement. IN WITNESS WHEREOF, the authorized parties have executed this Agreement as of the date first above written. Goodwill Industries of Orange Coprity, CA By: r"1_ Name: Randy Taylor Title: VP, Facilities Development and Logistics Date: City of Santa Ana Recommended for Approval: By. V tl Name: Steven A. end a Title: Executive Dire of Community Develops Date: v/ZP,/Pj Attorney Page 3 of 3 City of Santa Ana B :: ii l Name: Raul Godinez II Title: City Manag r Date: S& 4 l/ g City of Santa Ana Attest: Title: Clerk of the Council Date: 5 12ck, %