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.
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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.
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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]
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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].
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