HomeMy WebLinkAbout_ Contract - Diamond Bar Little League, Inc. - 202527REAL PROPERTY TRANSFER AGREEMENT
AND
ESCROW INSTRUCTIONS
This REAL PROPERTY AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is
dated as of January 21, 2025 (the “Effective Date”), and is entered into by and between the CITY OF
DIAMOND BAR, a California municipal corporation (the “Transferee”), and DIAMOND BAR
LITTLE LEAGUE, Inc., a California nonprofit corporation d.b.a. Diamond Bar Pony Baseball
Transferor”).
RECITALS
A. Transferor is the owner of certain land in the City of Diamond Bar, County of Los
Angeles, State of California with APN Number 8718-005-005 and 8718-005-006 located at 22601
Sunset Crossing Road, Diamond Bar CA 91765 that is developed with baseball fields and more
particularly described on Exhibit “A” attached hereto and made a part hereof, together with all
improvements thereon, and all rights and appurtenances pertaining to such land (collectively, the
Property”).
B. The Property is subject to reservations and restrictions having been donated to the
Transferor for the benefit of the people of the community of Diamond Bar and requiring that if
Transferor or successors cease to exist then the Property shall be transferred to the Diamond Bar-
Walnut Branch of the YMCA should the YMCA is at the time of the transfer the owner of Parcel 2
of Parcel Map No. 12778 or if the YMCA ceases to exist or does not own said Parcel 2, then to the
Transferee.
C. Transferee is the current owner of said Parcel 2 of Parcel Map No. 12778 and is the
entity entitled to receive the transfer of the Property.
D. Transferee desires to acquire the Property from Transferor, and Transferor desires to
transfer the Property to Transferee.
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other
valuable consideration, the receipt of which is hereby acknowledged, Transferee and Transferor
hereby agree as follows:
1. Transfer of Property. Subject to and in accordance with the terms and conditions hereinafter
set forth, Transferor agrees to transfer the Property to Transferee, and Transferee agrees to accept the
transfer of the Property from Transferor in its “as is” condition.
2. Escrow; Outside Closing Date. Promptly after their execution of this Agreement, the parties
shall open escrow (the “Escrow”) at First American Title Insurance Company (the “Escrow Holder”),
located at 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612, Attn.: Lani Evanoff, National
Senior Commercial Escrow Officer, tel.: (949) 885-2448, email: levanoff@firstam.com, and the
parties shall promptly deliver to Escrow Holder a fully executed copy of this Agreement. The “Close
of Escrow” shall be the date that a grant deed for the Property in favor of Transferee is recorded in
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the Official Records of the Los Angeles County Recorder’s Office and the Title Company (defined
in Section 4(b) shall have committed to issue the Title Policy (defined in Section 5) to Transferee.
The Close of Escrow shall occur on or before the date that is sixty (60) days after the Effective Date
the “Outside Closing Date”); provided that the parties have the option to extend the Outside Closing
Date by mutual consent. The parties must notify Transferee and Escrow Holder in writing at least
twenty (20) calendar days prior to the then applicable Outside Closing Date to exercise the option to
extend.
3. Consideration. In addition to being the entity entitled to receive the transfer of the Property
pursuant to the conditions of the grant to Transferor, Transferee agrees to permit Transferor to
continue to operate its little league program on the Property and to provide Transferor priority access
for use of the Property subject to and pursuant to the Facilities Use Agreement attached hereto as
Exhibit “D”.
4. Delivery of Documents and Possession on the Close of Escrow.
a) On the Close of Escrow, Transferor shall cause to be delivered to Transferee a duly
executed and acknowledged Grant Deed in the form attached as Exhibit “B” attached hereto (the
Grant Deed”) conveying to Transferee all of Transferor’s interest in the Property subject only to the
Permitted Title Exceptions (as hereinafter defined), as provided below.
b) At the Close of Escrow, Transferee shall receive an ALTA Title Policy (as defined in
Section 5) in the sum of Nine Hundred Twenty Thousand Dollars ($920,000) issued by First
American Title Insurance Company (the “Title Company”) insuring in Transferee fee simple title to
the Property, free and clear of all liens and encumbrances other than the Permitted Title Exceptions
as defined in Section 5).
c) At the Close of Escrow, Transferor shall deliver possession of the Property to
Transferee free and clear of any possessory interests in the Property.
5. Title and Title Insurance.
a) Within fifteen (15) days after the Effective Date, Transferee shall receive a title
commitment for the Property from the Title Company together with copies of all instruments noted
as exceptions therein and plotted on plot map (the “Title Commitment”) and the most recent ALTA
survey of the Property in Transferor’s possession or under Transferor’s control, if any (the “Existing
Survey”). Transferee shall have the right in its sole and absolute discretion to update the Existing
Survey, or prepare a new ALTA survey, at Transferee’s cost (such updated or new survey is
hereinafter referred to as the “Survey”), provided that Transferee’s and its contractors’ entry onto the
Property shall be subject to Section 9 below.
b) Transferee shall have thirty (30) days to disapprove any exceptions to title shown on
the Title Commitment or reflected on the Survey (collectively, “Disapproved Exceptions”) and to
provide Transferor with notice of disapproval in writing describing the defect with reasonable
particularity (the “Disapproval Notice”). The thirty (30) day period is hereinafter referred to as the
Due Diligence Period.” Any exceptions to title not approved or disapproved by Transferee within
the Due Diligence Period shall be deemed disapproved. Within five (5) days after Transferor’s
receipt of a Disapproval Notice (or five (5) days after the Due Diligence Date for exceptions that are
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deemed disapproved), Transferor shall notify Transferee in writing whether Transferor intends to
remove the Disapproved Exceptions. If Transferor notifies Transferee of an intention to eliminate
the Disapproved Exceptions, Transferor shall do so prior to the Close of Escrow. If Transferor
indicates to Transferee in writing within the time allowed that Transferor does not intend to remove
any of the Disapproved Exceptions (or if an exception is deemed disapproved), then Transferee, by
notifying in writing Transferor within five (5) days of Transferor’s notice to Transferee, may elect to
terminate this Agreement or to take the Property subject to the Disapproved Exceptions. The policy
of title insurance shall include such endorsements as Transferee shall request, but any title policy
endorsements shall be paid for by Transferee. Whether or not Transferee shall have furnished to
Transferor any notice of Disapproved Exceptions pursuant to the foregoing provisions of this
Agreement, Transferee may, at or prior to the Close of Escrow, notify Transferor in writing of
objections to any title exceptions (including any matters reflected on the Survey) raised by the Title
Company or the surveyor after the Due Diligence Period or Transferee’s response to title matters,
whichever is earlier. With respect to any Disapproved Exceptions set forth in such notice, Transferee
shall have the right to accept title subject to such matters or to terminate this Agreement.
c) Transferee’s fee title to the Property shall be insured at the Close of Escrow by an
ALTA Coverage Owner’s Policy of Title Insurance in the amount of $920,000.00, issued by the Title
Company together with all endorsements requested by Transferee (collectively, the “Title Policy”).
The Title Policy shall insure Transferee’s fee interest in the Property free and clear of all liens,
encumbrances, restrictions, and rights-of-way of record, subject only to the following (the “Permitted
Title Exceptions”):
1) Real property taxes and/or assessments for the then current tax fiscal year
which are a lien not yet due and payable;
2) Those title exceptions approved by Transferee.
d) Transferor shall not improve, alter, encumber, lease or agree to sell the Property or any
portion thereof or interest therein to any other party during the period from the Effective Date to the
Close of Escrow or the date of the termination of this Agreement, as applicable.
6. Deposit of Documents and Funds in Escrow.
a) Transferor and Transferee, as applicable, hereby covenant and agree to deliver to
Escrow Holder at least one (1) day prior to the Close of Escrow the following instruments, documents,
and funds, the delivery of each of which shall be a condition of the Close of Escrow.
b) Transferor shall deliver:
1. The Grant Deed duly executed and acknowledged by Transferor;
2. A Withholding Exemption Certificate Form as contemplated by California
Revenue and Taxation Code §18662 (the “Withholding Affidavit”) duly
executed by Transferor, if required;
3. A Certification of Non-Foreign Status in accordance with Internal Revenue
Code Section 1445 duly executed by Transferor, if required;
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4. Such proof of Transferor’s authority and authorization to enter into this
transaction as the Title Company may reasonably require in order to issue the
Title Policy.
c) Transferee shall deliver:
1. Such funds as are required to pay for costs and expenses payable by Transferee
hereunder;
2. A Certificate of Acceptance for the Grant Deed;
3. Such proof of Transferee’s authority and authorization to enter into this
transaction as the Title Company may reasonably require in order to issue the
Title Policy; and
7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized
to record the documents and disburse the funds and distribute the documents called for hereunder
upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
a) The Title Company can issue the Title Policy, with a liability amount equal to
920,000.00, showing fee title to the Property vested in Transferee, subject only to the Permitted Title
Exceptions.
b) Escrow Holder shall have received Transferee’s authorization to close and
Transferee’s notice of approval or satisfaction or waiver of all of the contingencies/conditions to
Transferee’s obligations hereunder, as provided for in Section 13 below;
c) Escrow Holder shall have received Transferor’s authorization to close and
Transferor’s notice of approval or satisfaction or waiver of all of the contingencies/conditions to
Transferor’s obligations hereunder, as provided for in Section 14 below; and
d) Transferor and Transferee shall have deposited in Escrow the documents and funds
required pursuant to Section 6 above.
Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow
any instrument delivered through this Escrow if necessary or proper for the issuance of the Title
Policy.
8. Escrow Charges and Prorations.
a) Transferee shall pay all escrow fees and charges of Escrow Holder, and the cost of the
premium for the Owner’s Title Policy.
b) The following shall be apportioned with respect to the Property as of 12:01 a.m., on
the day on which the Close of Escrow occurs, as if Transferee were vested with title to the Property
during the entire day upon which the Close of Escrow occurs:
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1. taxes and assessments levied against the Property;
2. any operating expenses or other items pertaining to the Property.
c) Notwithstanding anything contained in Section 8(b), any installment of taxes or
assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon
the amounts actually paid. If taxes and assessments for the current year have not been paid before
the Close of Escrow, Transferor shall be charged at the Close of Escrow an amount equal to that
portion of such taxes and assessments which relates to the period before the Close of Escrow and
Transferee shall pay the taxes and assessments prior to their becoming delinquent. Any such
apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both,
have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the
extent that the actual taxes and assessments for the current year differ from the amount apportioned
at the Close of Escrow, the parties shall make all necessary adjustments by appropriate payments
between themselves following the Close of Escrow. All delinquent taxes and assessments (and any
penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid
by Transferor.
d) All prorations shall be determined on the basis of a 360-day year. The provisions of
this Section 8 shall survive the Close of Escrow.
9. Documents and Reports; Due Diligence Date and Due Diligence Period; Access. Transferor
hereby represents and warrants that it has provided to Transferee copies of any and all permits, leases,
licenses, agreements, contracts, documents, studies, and reports relating to the condition of the
Property or otherwise relating to the Property, including any material analyses, all surveys, all
environmental site assessments, and if material, other documents, in Transferor’s possession or under
Transferor’s control (collectively, “Documents and Reports”).
Until the end of the Due Diligence Period, Transferee may inspect the Documents and Reports
and Transferee and its contractors shall have the right to enter upon the Property during the Due
Diligence Period to make inspections and other examinations of the Property, including without
limitation, the right to perform surveys, soil and geological tests of the Property and the right to
perform environmental site assessments and studies of the Property. In the event that Transferee
elects not to purchase the Property due to a matter disclosed by the Documents and Reports or due to
the condition of the Property, Transferee shall so notify Transferor by the Closing Date and this
Agreement shall automatically terminate.
10. Indemnification. Transferor hereby agrees to indemnify Transferee against, and to hold
Transferee harmless and, at the option of Transferee, defend Transferee, its officers, directors,
employees, agents and representatives (collectively, “Indemnified Parties”) with counsel approved
by Transferee, from all claims, liabilities, losses, damages, costs and expenses, including, without
limitation, legal fees and disbursements, incurred by Indemnified Parties by reason of any claims or
litigation relating to the Property that arises from acts, occurrences, omissions or other matters,
including that took place on or about the Property prior to the Close of Escrow. The provisions of
this Section 10 shall survive the Close of Escrow, the termination of this Agreement and/or the
delivery of the Grant Deed.
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11. Warranties, Representations and Covenants of Transferor Regarding The Property.
Transferor hereby represents, warrants and covenants to Transferee the following, it being expressly
understood and agreed that all such representations, warranties and covenants shall survive the Close
of Escrow and delivery of the Grant Deed:
a) Hazardous Substances.
1. Except as disclosed in the Documents and Reports, to the best of Transferor’s
knowledge, the Property is free and has always been free from Hazardous
Substances (as defined in Exhibit “C”) and is not and has never been in
violation of any Environmental Laws (as defined in Exhibit “C”).
2. To the best of Transferor’s knowledge, there are no buried or partially buried
storage tanks located on the Property.
3. Transferor has received no written notice, warning, notice of violation,
administrative complaint, judicial complaint, or other formal or informal notice
alleging that conditions on the Property are or have been in violation of any
Environmental Law, or informing Transferor that the Property is subject to
investigation or inquiry regarding Hazardous Substances on the Property or the
potential violation of any Environmental Law.
4. Except as disclosed in the Documents and Reports, there is no monitoring
program required by the Environmental Protection Agency or any similar state
agency concerning the Property.
5. Except as disclosed in the Documents and Reports, to the best of Transferor’s
knowledge, no toxic or hazardous chemicals, waste, or substances of any kind
have ever been spilled, disposed of, or stored on, under, or at the Property,
whether by accident, burying, drainage, or storage in containers, tanks, or
holding areas, or by any other means.
6. To the best of Transferor’s knowledge, the Property has never been used as a
dump or landfill.
7. Transferor has disclosed to Transferee all information, records, site assessment
reports, remedial action plans and studies maintained by Transferor in
connection with the Property and concerning Hazardous Substances,
including, but not limited to, all of such information, records, reports and
studies pertaining to the types and locations thereof. As part of this
representation, Transferor shall provide Transferee a Natural Hazards
Disclosure Statement in accordance with California Civil Code Section 1103.2.
Transferor has produced a list of all information, records, reports and studies
maintained by Transferor or under Transferor’s control in connection with the
Property concerning Hazardous Substances and all existing orders and
directives from or agreements with any governmental agency pertaining to the
environmental condition of the Property and any requests for information,
documents, access or investigation pertaining thereto.
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8. Transferor has made available to Transferee all subpoenas, and all orders,
directives and other requests for information from any government agency
relating to Hazardous Substances and the Property, and all documents supplied
by Transferor to a government agency in response. Transferor also has made
available to Transferee all requests for access, notices, warnings, notices of
violation, orders, directives, administrative complaints from any government
agency, and any judicial complaints, relating to Hazardous Substances and the
Property, and all documents supplied by Transferor to a government agency in
response. There is no outstanding administrative or judicial subpoena, or other
written request for any documents or information relating to Hazardous
Substances and the Property to Transferor from any government agency.
9. Transferor has received no written request, directive, administrative order or
judicial order to impose any type of land use restriction or institutional control
relating to Hazardous Substances on the Property.
10. Except as disclosed in the Documents and Reports, there is no outstanding
written order, directive or administrative complaint from any government
agency, no outstanding judicial complaint or order, and no current agreement
with any government agency for any investigation or cleanup of any Hazardous
Substance that is on or was released from the Property.
b) Transferor has full right and power to execute, deliver and perform its obligations
under this Agreement, and when executed and delivered, Transferor and all parties having an interest
in the Property shall be lawfully bound by the terms of this Agreement. Transferor is the sole owner
of the Property, free and clear of all liens, claims, encumbrances, easements, encroachments on the
Property from adjacent properties, encroachments by improvements or vegetation on the Property
onto adjacent property, or rights of way of any nature, other than those that may appear on the Title
Commitment. Transferor shall not further transfer or encumber the Property or allow the Property to
be further encumbered prior to the Close of Escrow.
c) Any information that Transferor has delivered to Transferee, either directly or through
Transferor’s agents, is accurate and Transferor has disclosed to Transferee all material facts with
respect to the Property.
d) There is no pending litigation or threatened litigation, which does or may adversely
affect the Property.
e) There is no eminent domain or similar condemnation proceeding affecting any portion
of the Property now pending or, to Transferor’s knowledge and belief, threatened. Further, there are
no actions or proceedings pending or threatened against Transferor or the Property, before any court
or administrative agency in any way connected with or relating to the Property, or affecting
Transferor’s ability to fulfill all of its obligations under this Agreement.
f) There are no written or oral commitments to or agreements with any governmental
authority or agency materially and adversely affecting the Property, or any part thereof or any interest
therein, which will survive the Close of Escrow. Transferor has entered into no understanding or
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agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes
or assessments respecting the Property.
g) Neither this Agreement nor anything provided to be done hereunder including the
transfer of title to the Property to Transferee, violates or shall violate, any contract, instrument,
partnership agreement, trust agreement, or any other agreement to which Transferor is a party, or
which affects the Property or any part thereof, and the sale of the Property herein contemplated does
not require the consent of any party not a signatory hereto.
h) Transferor is not in default of its obligations under any contract, agreement or
instrument to which Transferor is a party which would adversely affect the value of the Property or
Transferor’s ability to perform its obligations hereunder.
i) There are no natural or artificial conditions upon the Property or any part of the
Property that could result in a material and adverse change in the condition of the Property.
j) There are no mechanics’, materialmen’s or other claims or liens presently claimed or
which will be claimed against the Property for work performed or commenced prior to the date of
this Agreement or relating to the environmental condition of the Property. Transferor agrees to hold
Indemnified Parties harmless from all costs, expenses, liabilities, losses, charges and fees, including
without limitation attorneys’ fees, arising from or relating to any such lien or any similar lien claimed
against the Property and arising from work performed or commenced prior to the Close of Escrow.
k) Except for this Agreement there are no written or oral leases or contractual rights or
options to lease, purchase, or otherwise enjoy possession, or any other rights or interests of any nature
in and to the Property or any part thereof, and no persons have any right of possession to the Property
or any part thereof. Transferor shall deliver possession of the Property to Transferee free of all tenants
and other persons or entities, and shall indemnify and hold Indemnified Parties harmless from the
claims of any tenants or persons or entities claiming a right to possession relating to Transferor’s
occupancy of the Property and arising before or after the Close of Escrow.
l) Transferor is not a “foreign person” within the meaning of Section 1445(f)(3) of the
Internal Revenue Code.
m) There are no unrecorded contracts or agreements, such as maintenance, service, or
utility contracts relating to or affecting the Property.
Transferor shall notify Transferee of any facts that would cause any of the representations
contained in this Agreement to be untrue as of the Close of Escrow. Transferor agrees to indemnify
Transferee and defend and hold Transferee harmless from all loss, costs, liability, expense, damage,
or other injury, including without limitation attorneys’ fees and expenses, and all other costs and
expenses incurred by reason of, or in any manner resulting from the breach of any warranties and
representations in this Section. The provisions of this Section shall survive the Close of Escrow and
delivery of the Grant Deed or the termination of this Agreement (as applicable).
12. Representations and Warranties of Transferee. Transferee hereby represents and warrants to
Transferor the following, it being expressly understood and agreed that all such representations and
warranties are to be true and correct at the date of this Agreement and as of the Close of Escrow:
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a) Transferee has the full power and authority to enter into this Agreement and
consummate the transactions contemplated hereby. The execution, delivery and performance of this
Agreement has been duly and validly authorized by Transferee, and no other action by Transferee is
requisite to the valid and binding execution, delivery, and performance of this Agreement by
Transferee.
b) There is no pending litigation or, to the best of Transferee’s knowledge, threatened
litigation, which does or will materially and adversely affect Transferee’s ability to consummate this
transaction.
13. Transferee’s Conditions. Transferee’s obligations under this Agreement are expressly made
subject to the following conditions precedent solely for the benefit of Transferee. The Close of
Escrow and Transferee’s obligation to consummate the purchase of Property shall be contingent upon
and subject to written notice to Escrow Holder by Transferee of the occurrence of all of the following
or Transferee’s written waiver thereof), on or before the Close of Escrow:
a) Transferee’s obtaining a satisfactory commitment issued by Title Company to issue
the Title Policy in favor of Transferee with a liability amount equal to the Purchase Price showing
Transferee’s fee interest in the Property subject only to the Permitted Title Exceptions.
b) That as of the Close of Escrow, the representations and warranties of Transferor
contained in this Agreement are all true and correct.
c) Transferor’s delivery of all documents required to be delivered by Transferor pursuant
to Section 6 hereof.
d) Transferee’s approval, prior to the Closing Date, of the physical condition of the
Property, including without limitation, any and all inspections, tests, Survey(s), and other studies to
be conducted by Transferee, in Transferee’s sole and absolute discretion, including without limitation,
any environmental site assessments, investigations, studies and reports, and Transferee’s approval of
the Documents and Reports. Transferee’s approval of any such inspections of the Property shall not
alter or diminish Transferor’s representations or warranties under this Agreement, and Transferor
acknowledges and agrees that Transferee is nonetheless relying on Transferor’s representations and
warranties made herein, unless such representation or warranty is specifically waived in whole or in
part by Transferee in writing.
If any of the foregoing conditions precedent has not been either met to Transferee’s sole and
absolute satisfaction (and has not been expressly waived in writing by Transferee on or prior to the
Closing Date), then this Agreement shall, at the option of Transferee, terminate, in which event,
except as expressly set forth in this Agreement, neither party shall have any further rights, duties and
obligations hereunder.
14. Transferor’s Conditions. For the benefit of Transferor, the Close of Escrow and Transferor’s
obligation to consummate the sale of the Property shall be contingent upon and subject to written
notice to the Escrow Holder by Transferor of the occurrence of all of the following (or Transferor’s
written waiver thereof), on or before the Close of Escrow:
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a) Transferee’s delivery of all documents required to be delivered by Transferee pursuant
to Section 6 hereof.
b) That as of the Close of Escrow the representations and warranties of Transferee
contained in this Agreement are all either true and correct.
15. Change in Condition; Condemnation. If at any time prior to the Close of Escrow, the Property
becomes contaminated with Hazardous Substances, then Transferee may terminate this Agreement.
Transferee agrees (to the extent permitted under applicable law) that Transferee will not condemn
any portion of the Property. If at any time prior to the Close of Escrow, the Property, or any portion
thereof, is taken or appropriated by an entity other than Transferee through eminent domain or similar
proceedings, or is condemned by an entity other than Transferee for any public or quasi-public use,
Transferee may not terminate this Agreement, but Transferee shall be entitled to receive all
condemnation proceeds actually paid for that portion of the Property taken.
16. Default. In the event of a breach or default under this Agreement by either Transferor or
Transferee, the non-defaulting party shall have the right to terminate this Agreement and the Escrow
by delivering written notice thereof to the defaulting party and to Escrow Holder, and if Transferee is
the non-defaulting party, Transferee shall have the right to obtain damages, or Transferee may obtain
specific performance. Such termination of the Escrow by a non-defaulting party shall be without
prejudice to the non-defaulting party’s rights and remedies against the defaulting party at law or
equity.
17. No Relocation Assistance. Transferee shall have no obligation to Transferor under the
California Relocation Assistance and Real Property Acquisition statutes and guidelines. Except for
any breach of terms or conditions contained in this Agreement, Transferor waives and forever releases
Transferee, including its successors, officers, employees, attorneys, agents, representatives and
anyone else acting on Transferee’s behalf, of and from any and all claims, demands, actions or causes
of action, obligations, liabilities, or claims for further compensation, known or unknown, based upon
or relating to the facts or allegations and circumstances arising from Transferee’s acquisition of the
Property. By such release, Transferor expressly waives its rights, if any, under California Civil Code
Section 1542 which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Transferor’s Initials Transferor’s Initials
Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and
return receipt requested, by a reputable overnight delivery service (such as Federal Express), by
electronic mail in PDF format with confirmation of receipt, or by personal delivery. Notices shall be
considered given upon the earlier of (a) personal delivery, (b) 2 business days following deposit in
the United States mail, postage prepaid, certified or registered, return receipt requested; (c)
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confirmation of receipt of electronic mail; or (c) 24 hours after deposit with a reputable overnight
delivery service (such as Federal Express). Notices shall be addressed as provided below for the
respective party; provided that if any party gives notice in writing of a change of name or address,
notices to such party shall thereafter be given as demanded in that notice:
Transferee: City of Diamond Bar
c/o Ryan McLean, Assistant City Manager
21810 Copley Drive
Diamond Bar, CA 91765
Tel.: (909) 839-7016
Email: RMcLean@diamondbarca.gov
Transferor: Diamond Bar Little League, Inc.
c/o: Kevin Hoshi, President
168 E. Arrow Highway, Suite 200
San Dimas, CA 91773
Tel.: (909) 732-7391
Email: kevin.h@diamondbarpony.org
Escrow
Holder: First American Title Insurance Company
c/o: Lani Evanoff, National Senior Commercial Escrow Officer
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
Tel.: 949-885-2448
Email: levanoff@firstam.com
Broker’s Commissions. Transferee represents and warrants to Transferor that Transferee has used no
broker, agent, finder or other person in connection with the transaction contemplated hereby to whom
a brokerage or other commission or fee may be payable. Each party indemnifies and agrees to defend
and hold the other harmless from any claims resulting from its breach of the warranties,
representations and covenants made by it in this Section.
20 Standard Escrow Instructions. Each party agrees to execute Escrow Holder’s supplemental
reasonable standard instructions as may be necessary or proper to consummate the transactions
contemplated by this Agreement; provided, however, in the event of a conflict between the terms
hereof and the terms of such standard instructions, the terms hereof shall control.
21. Time is of the Essence. The parties hereto agree that time is of the essence with respect to
each term, condition and covenant hereof.
22. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the
terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or
previous agreements between the parties or their predecessors in interest with respect to all or any
part of the subject matter hereof.
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12
23. Severability. Invalidation of any of the terms, conditions, covenants, or other provisions
contained herein by judgment or court order shall in no way affect any of the other terms, conditions,
covenants, or provisions hereof, and the same shall remain in full force and effect.
24. Amendments. Any amendments to this Agreement shall be effective only when duly executed
by Transferor and Transferee and deposited with Escrow Holder.
25. Attorneys’ Fees. If suit is brought for the enforcement of this Agreement or as the result of
any alleged breach thereof, the prevailing party or parties in such suit shall be entitled to recover their
reasonable attorneys’ fees, costs, and expenses from the losing party or parties, and any judgment or
decree rendered in such proceedings shall include an award thereof.
26. No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of
Transferor and Transferee, and no other parties are intended to be direct or incidental beneficiaries of
this Agreement and no third party shall have any right in, under or to this Agreement.
27. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
28. Counterparts. This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
29. Assignment of Agreement. Neither party may assign or transfer their respective rights or
obligations under this Agreement without the prior written consent of the other.
30. Construction of Document. This Agreement is the result of a negotiation and is not the product
of any one party. There shall be no presumption in the interpretation hereof that any ambiguity is to
be resolved against any party hereto. The parties hereto waive expressly each and all provisions of
California Civil Code Section 1654, which provides: "IN CASES OF UNCERTAINTY NOT
REMOVED BY THE PRECEDING RULES, THE LANGUAGE OF A CONTRACT SHOULD BE
INTERPRETED MOST STRONGLY AGAINST THE PARTY WHO CAUSED THE
UNCERTAINTY TO EXIST."
SIGNATURE PAGE FOLLOWS]
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13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first
above written.
TRANSFEREE:
CITY OF DIAMOND BAR, a California
municipal corporation
Dan Fox, City Manager
Attest:
Kristina Santana, City Clerk
Approved as to form by:
Omar Sandoval, City Attorney
TRANSFEROR:
DIAMOND BAR LITTLE LEAGUE, INC.
A California nonprofit corporation
Kevin Hoshi, President
Luis Merino, Treasurer
A Corporate Resolution, Corporate Seal, or
the signature of two officers is required of
PONY].
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
The land is located in the City of Diamond Bar, County of Los Angeles, State of California, and is
described as follows:
Parcel 1 of Parcel Map No. 12778, in the unincorporated territory of the County of Los Angeles, State
of California, as per map filed in Book 156, Pages 98, 99 and 100, of Parcel Maps, in the Office of
the County Recorder of said County.
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EXHIBIT “B”
FORM OF GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Diamond Bar
Attn.: City Clerk
21810 Copley Drive
Diamond Bar, CA 91765
APN: 8718-005-005
Exempt from recording changes under Government Code Sections 6103 and 27383
SPACE ABOVE FOR RECORDER’S USE ONLY]
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
This transfer is exempt from documentary Transfer Tax pursuant to Revenue & Taxation Code
Section 11922.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Diamond Bar Little
League, Inc. a California nonprofit corporation d.b.a. Diamond Bar Pony Baseball (“Grantor”) hereby grants
to the CITY OF DIAMOND BAR, a California municipal corporation, the real property located in the City of
Diamond Bar, County of Los Angeles, State of California, that is described on “Exhibit A” attached hereto and
incorporated herein by reference.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: ________________, 2025
GRANTOR:
Diamond Bar Little League, Inc.
By: By:
Its: Its:
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EXHIBIT “A” to GRANT DEED
Legal Description
The land is located in the City of Diamond Bar, County of Los Angeles, State of California, and is
described as follows:
Parcel 1 of Parcel Map No. 12778, in the unincorporated territory of the County of Los Angeles, State
of California, as per map filed in Book 156, Pages 98, 99 and 100, of Parcel Maps, in the Office of
the County Recorder of said County.
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the deed dated ____________ , 2025,
from Diamond Bar Little League, Inc., to the City of Diamond Bar is hereby accepted by the
undersigned officer or agent on behalf of the City of Diamond Bar pursuant to authority conferred by
resolution/minute action of the City Council of the City of Diamond Bar, adopted on January 21,
2025, and the grantee consents to recordation thereof by its duly authorized officer.
CITY OF DIAMOND BAR
BY:
Dan Fox
City Manager
Attest:
By:
Kristina Santana,
City Clerk
DATED: , 2025
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CALIFORNIA ACKNOWLEDGMENT]
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On _____________, 2025, before me, _________________________________, Notary Public,
personally appeared _______________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and
that by his/her/their signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ________________________________
seal)
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EXHIBIT “C”
CERTAIN DEFINITIONS
Environmental Laws means all federal, state, local, or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, or requirements of any government authority
regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous
Substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to
the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to
Hazardous Substances on, under, or about the Property), occupational or environmental conditions
on, under, or about the Property, as now or may at any later time be in effect, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980
CERCLA) [42 USCS §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976
RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution
Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15
USCS §§ 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et
seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136 et seq.]; the Superfund
Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§
7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act
42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS §§ 1201 et
seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§ 11001 et seq.]; the
Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage
of Hazardous Substances Act [H & S C §§ 25280 et seq.]; the California Hazardous Substances
Account Act [H & S C §§ 25300 et seq.]; the California Hazardous Waste Control Act [H & S C §§
25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C §§ 24249.5
et seq.]; the Porter-Cologne Water Quality Act [Wat C §§ 13000 et seq.] together with any
amendments of or regulations promulgated under the statutes cited above and any other federal, state,
or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to
occupational health or industrial hygiene, and only to the extent that the occupational health or
industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or
about the Property, or the regulation or protection of the environment, including ambient air, soil,
soil vapor, groundwater, surface water, or land use.
Hazardous Substances includes without limitation:
a) Those substances included within the definitions of hazardous substance, hazardous
waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA,
RCRA, TSCA, HMTA, or under any other Environmental Law;
b) Those substances listed in the United States Department of Transportation (DOT)
Table [49 CFR 172.101], or by the Environmental Protection Agency (EPA), or any successor
agency, as hazardous substances [40 CFR Part 302];
c) Other substances, materials, and wastes that are or become regulated or classified as
hazardous or toxic under federal, state, or local laws or regulations; and
d) Any material, waste, or substance that is
1. a petroleum or refined petroleum product,
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2. asbestos,
3. polychlorinated biphenyl,
4. designated as a hazardous substance pursuant to 33 USCS § 1321 or listed
pursuant to 33 USCS § 1317,
5. flammable explosive, or
6. a radioactive material.
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EXHIBIT “D”
FACILITIES USE AGREEMENT
Attached]
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