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HomeMy WebLinkAbout_ Contract - Diamond Bar Little League, Inc. - 2025051 FACILITIES USE AGREEMENT This FACILITIES USE AGREEMENT (“Agreement”) is made this 21st day of January, 2025, by and between the CITY OF DIAMOND BAR, a California municipal corporation (hereinafter “CITY”), and DIAMOND BAR LITTLE LEAGUE, Inc. a California nonprofit corporation d.b.a. Diamond Bar Pony Baseball (PONY), (hereinafter “PONY”). RECITALS The following recitals are a substantive part of this Agreement: A. CITY and PONY have entered into a Real Property Transfer Agreement whereby PONY agreed to transfer the property located at 22601 Sunset Crossing Road in the City of Diamond Bar (the “Property”) to the CITY subject to certain conditions being memorialized herein. B. PONY operates a little league baseball program at the Property and wishes to continue to operate its program after the Property is transferred to the CITY, subject to priority access during its Spring and Fall seasons as more fully described herein. C. CITY’s City Council has adopted Policy No. 2018-02, the Athletic Facility Use and Allocation Policy, as may be amended from time to time, which establishes a fair and equitable process for allocating CITY facilities for public use, which must be applied differently to the Property with respect to PONY’s use thereof, as consideration for the transfer of the Property by PONY to the CITY. AGREEMENT NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. TERM OF AGREEMENT. The term of this Agreement shall commence on the date the Grant Deed transferring the Property to the CITY is recorded and shall remain in effect so long as Diamond Bar Little League, Inc., California Corporation No. 531291, continues to exist in good standing and authorized to transact business in the State of California, unless earlier terminated pursuant to Section 10 below. 2. USE OF THE PROPERTY. PONY desires to continue to use the Property, particularly the baseball fields and areas shown in Exhibit 1 (the “FACILITIES”), attached hereto and made a part hereof, for its little league baseball program. Notwithstanding Council Policy No. 2018-02, as may be amended from time to time, CITY agrees to provide PONY priority access through the Athletic Facility Use and Allocation Policy to said baseball fields and portions of the Property during PONY’s Spring, Fall and All Stars seasons regularly scheduled from mid-February through June and mid- August through November. PONY shall further have the right to continue to own and keep two (2) storage containers for league baseball equipment and field equipment at the locations shown in Attachment 1 hereto, which are part of the FACILITY. The storage containers may be removed in the event CITY provides alternative storage space for PONY’s use. Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15 2 3. CONDITION AND OPERATION OF FACILITY. a) PONY accepts the FACILITY in its present condition, “as is”, upon execution of this Agreement. CITY makes no warranty of the suitability of the Property or the FACILITY for PONY’s operations or other use of the FACILITY by PONY and expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for PONY’s intended use of the FACILITY. b) PONY shall use the Property and the FACILITY subject to the Athletic Facility Use Rules and Regulations of City Council Policy No. 2018-02 as it may be amended from time to time, subject to the priority established in Section 2 above. 4. INSURANCE REQUIREMENT. PONY shall provide adequate insurance and indemnification to cover the use of the Property and the FACILITY in accordance with City Council Policy No. 2018-02 as it may be amended by the City Council from time to time. 5. CITY USE. a) Nothing herein shall restrict the right of the CITY to add additional recreational development and equipment to the Property or the FACILITY, assign other user groups through the Athletic Facility Use and Allocation Policy, nor restrict either the open space or general park and recreation use by the public of the Property not designated to PONY during the time the FACILITY is reserved to PONY. b) Future improvements to the Property and/or the FACILITY may include the following, which, if constructed, will be made available for PONY and other qualifying youth and adult sports group to use consistent with the Athletic Facility Use and Allocation Policy: 1) Full snack bar facility; 2) Community room for local sports programs to serve as a central location for youth sports leagues qualified and permitted to use City facilities, including PONY, to hold board meetings and store league documents; 3) A dedicated installation recognizing the history and contributions to the community of Stevens Field, the Stevens family, and the league’s players and volunteers over the years. Planning for future improvements may include discussions and recommendations at public meetings of the City’s Parks and Recreation Commission. 6. RIGHT OF INSPECTION. CITY shall have the right to enter the FACILITY at any and all reasonable times for the purpose of inspection and observation of PONY’s operations. During these inspections, CITY shall have the right to utilize photographic devices and other instruments for recording conditions and events taking place on the Property, including the FACILITY. Inspections may be made by CITY employees or may be made by independent contractors engaged by CITY. Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15 3 7. CODE REQUIREMENTS. PONY agrees to abide by and to maintain all rules and regulations as outlined in the City’s Park Ordinance, Chapter 12.00 of Title 12 of the Diamond Bar City Code: Parks and Recreation. 8. SAFETY. PONY shall immediately correct any unsafe condition of the FACILITY, as well as any unsafe practices occurring thereon. PONY shall cooperate fully with CITY in the investigation of any injury or death occurring at the FACILITY or the Property, including a prompt report thereof to CITY. 9. SUSPENSION, TERMINATION, AND EXPIRATION. a) Termination for Convenience. PONY may terminate this Agreement for convenience, with or without cause, following ninety (90) days written notice to the CITY. b) Termination for Breach. CITY may terminate this Agreement for breach of this Agreement by PONY after giving PONY thirty (30) days’ written notice to cure, or for the reasonable time necessary for PONY to cure. Termination of this Agreement by CITY shall require approval of the City Council. c) Following the expiration or earlier termination of this Agreement, PONY shall leave any or all improvements in place, and agrees to vacate and surrender procession of the Property and the FACILITY to CITY. PONY shall have the right, at PONY’s own cost, to remove those items installed by, and belonging to PONY, that can be disassembled on site without any damage or waste to the Property. 10. NON-LIABILITY OF CITY. a) Pursuant to Revenue & Taxation Code 107.7, should a property interest be created herein, it may be subject to property taxation and PONY may be subject to property taxes levied on such interest. In no event shall the CITY be liable for any taxes owed as a result of this Agreement or PONY’s use of the Property. b) This Agreement is not intended to convey a property interest but to permit PONY to use the Property and the FACILITY as provided for herein. PONY acknowledges the rights granted by State and/or Federal Relocation Assistance Laws and regulations and, notwithstanding any other provision of this Agreement, expressly waives all such past, present and future rights if any, to which PONY might otherwise be entitled from the City with regard to this Agreement and its operations on the Property. PONY shall not be entitled to relocation assistance, relocation benefits, or compensation for loss of goodwill upon the termination of this Agreement. c) No official or employee of the CITY shall be personally liable to PONY in the event of any default or breach by CITY, or for any amount, which may become due to PONY, or for any obligation under the terms of this Agreement. 11 . NON-DISCRIMINATION. PONY covenants there shall be no discrimination against or segregation of any person, group, or employee due to race, color, creed, religion, sex, marital status, age, disability, national origin or ancestry, in any action or activity pursuant to this Agreement. Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15 4 12. INDEPENDENT CONTRACTOR. It is agreed to that PONY shall act and be an independent contractor and not an agent or employee of CITY and shall obtain no rights to any benefits which accrue to CITY’s employees. 13. COMPLIANCE WITH LAW. PONY shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government. 14. CONFLICT OF INTEREST. PONY shall at all times avoid conflict of interest or appearance of conflict of interest in the performance of this Agreement. 15. NOTICES. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process. Address of PONY is as follows: Diamond Bar Little League, Inc. Kevin Hoshi, President 168 E. Arrow Highway San Dimas, CA 91773 Tel. 909-732-7391 Address of CITY is as follows: City Manager City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 Tel. (909) 839-7010 16. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT. PONY shall not contract with any other entity to perform the activities or operations authorized herein without written approval of CITY. If PONY is permitted to subcontract any part of this Agreement, PONY shall be fully responsible to CITY for the acts and omissions of its subcontractor as it is for the acts and omissions of persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the activities or operations under this Agreement will be considered agents of PONY. CITY will deal directly with PONY. This Agreement is not assignable and shall not inure to the benefit of any successor(s) of PONY. 17. NO THIRD-PARTY BENEFICIARIES. This Agreement is entered into for the sole benefit of CITY and PONY, 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. 18. AUTHORITY TO EXECUTE. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement the parties are formally bound. Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15 5 19. MODIFICATION. This Agreement constitutes the entire agreement between the parties. This Agreement may be modified only by subsequent mutual written agreement executed by CITY and PONY. 20. WAIVER. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of CITY and PONY. 21. CALIFORNIA LAW. This Agreement shall be construed in accordance with the laws of the State of California. 22. INTERPRETATION. This Agreement shall be interpreted as though prepared by both parties. 23. PRESERVATION OF AGREEMENT. Should any paragraph, provision phrase or word of this Agreement be found invalid or unenforceable, such decision shall affect only the paragraph, provision, phrase or word construed and interpreted, and all remaining provisions shall remain valid and enforceable. SIGNATURE PAGE FOLLOWS] Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. CITY OF DIAMOND BAR ATTEST: By: Dan Fox, City Manager Kristina Santana, City Clerk DIAMOND BAR LITTLE LEAGUE, INC. APPROVED AS TO FORM: By: Kevin Hoshi, President Omar Sandoval, City Attorney By: Luis Merino, Treasurer A Corporate Resolution, Corporate Seal, or the signature of two officers is required of PONY]. Docusign Envelope ID: 2082109E-772F-47A3-81E5-1D3F554BFA15