HomeMy WebLinkAboutLos Altos /Los Altos Hills Little LeagueAGREEMENT FOR USES MAINTENANCE AND IN1PROVE MENT BY
LOS ALTOS/LOS ALTOS HILLS LITTLE LEAGUE OF
PLAYING FIELD FACILITIES OWNED BY
THE TOWN OF LOS ALTOS HILLS
BY TMs AGREEMENT made and .entered into on this July 1, 2014, ("Effective Date") by
and between the TowN OF Los ALTOS HILLS, a municipal corporation ("Town"} and Los
ALTOS, AmmcAN LITTLE LEAGuE, INC. a Califonfia non-profit corporation dba Los Altos/Los
Altos Hills Little League ("Little League"), in consideration of their mutual covenants, the
parties hereto agree as follows:
I. Parties. The parties shall be Town and Little League.
11. Purpose. This agreement is intended solely to document Little League's rights and
obligations with respect to the premises (as defined in Section 111), to allow Town and
Little League to provide the highest quality playing fields possible to Town residents,
Little League activities and other users (including non-resident participants in organized
youth sports leagues, school activities, informal recreational activities initiated by Town
residents, etc.) and to allocate responsibility, authority and costs for maintenance and
improvements.
111. Premises. The 'Tremises" is a Town -owned parcel located at 27440 Purissima Road (as
more specifically identified in Attachment 1). A portion of the Premises shall be defined
as the "Fields" and consist of: (a) the four baseball playing fields and baseball practice
areas, (b) the concession building and access areas thereto; (c) the public restroom
building adjacent to the concession building (d) baseball equipment storage sheds and
access areas thereto; and (e) the fences and backstops bordering the baseball playing
fields and practice areas. For clarification, the "Fields" exclude the other areas of the
Premises that are not specified above.
IV. Terms and Conditions.
A. Term. The tenn of this agreement shall commence on the Effective Date and,
unless tetminated or renewed as provided herein, shall expire on June 30, 2017.
B. Renewal. This agreement shall automatically renew for successive three (3) year
periods, unless written notice is provided by one party to the other no later than
April I immediately preceding the then current expiration date..
C. Termination. Either party may terminate this agreement by providing not less
than 180 -day prior written notice. Such termination cannot affect the practice,
game or postseason. schedules that have been submitted by January 1 and/or
March 15 and/or September 1. The monetary obligations of the parties, which
have accrued prior to any tennination, shall survive such termination.
D. Primary User.
10 In consideration for Little League's agreement to share maintenance costs
and its other covenants herein, Little League shall be the primary user of
the Fields on a year-round basis without fees, costs or other use charges
payable to Town.
2, Little League will only be considered the Primary User for activities that
are included on all schedules., 'including updates given to Town pursuant to
Section IV E. Town shall have the ability to use or schedule Fields for
other purposes, as long as such use does not materially interfere with the
initially submitted schedules or any written updates that have been
provided to Town, provided that such updates do not conflict with Town's
already scheduled activities that were based on the initially submitted or
updated schedules,,
Et Scheduhng,
Little League will provide to Town proposed schedules of uses for each
Field it intends to use for the then current year for tryouts and other pre-
season Little League activities by January I (or by the Effective Date for
the first year of the term of this agreement); for games, practices and post -
season activities by March 15; and for fall activities by September 1.
Furthermore, Little League shall provide to. Town any updates. to these
schedules in written form only. Additionally, Little League shall
designate private contact information for its then current Fields
Commissioner by December 15.
2. Town shall schedule all other users during any time periods when there are
no scheduled Little League activities. If Town schedules any event that
causes damage or materially affect the condition of the Fields, in terms of
Little League's activities, Town shall be solely responsible for any
necessary field repairs. Town shall require any group scheduling an event
to indemnify, defend and hold Town harmless and carry insurance to that
effect during the event. Informal, non-scheduled use by residents of Town
will continue to be encouraged, as long as such use does not interfere with
scheduled usage or cause damage to Fields.
3. Field use priority is awarded on the following basis, subject to the
provisions of IV.D.2.,- I
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TYPE 10 Programs and activities of the Town of Los Altos Hills
TYPE R: Los Altos/Los Altos Hills Little League as per contractual
agreement with the Town of Los Altos Hills
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TYPE III: Los Altos Hills based non-profit organizations, including but not
limited to youth and/or adult athletic leagues, girl scouts and boy
scouts, church groups, service clubs, civic associations and Town
Residents..
TYPE ]IV: Los Altos Hills based for-profit organizations
TYPE V: Non -Los Altos Hills based non-profit organizations and private
individuals, businesses, and organizations.
TYPE VI: Non -Los Altos Hills based for-profit businesses and organizations
3. Any scheduling conflict that cannot be resolved by the parties shall be
submitted to the City Council of Los Altos Hills for final resolution.
F, Water. Town and. 'Little League shall work together to ensure adequate amounts
of water are available to maintain all Fields in playable condition. Both parties
recognize that water usage cannot exceed any allocations or violate other
prohibitions imposed by the water purveyor, Town or State and that good water
management and conservation practices shall be observed at all times. Town will
ensure that watering is performed according to recommended policies of the
Purissima Hills Water District, and any other governmental entity that may later
exist with authority over such water use.
G# ' Maintenance.
14, Town shall maintain the Fields in a mutually agreed-upon, fully -usable
condition that adheres to general industry standards for baseball playing
surfaces at all times, subject to water availability, except for those periods
approved by Town to complete renovations or other modifications to the
Fields. No renovations or modifications of the Fields may be conducted
between January 10 and July 31 of each year, unless necessitated by an
emergency or to remedy a hazardous condition. Further, Town shall use
best efforts to provide Little League with as much advance notice as
possible of said periods. Little League shall not be responsible for the cost
of repairs of certain infrastructure systems within the Fields, specifically
the irrigation systems and drainage systems. Repairs are considered to be
those items beyond the scope of regular routine Fields maintenance.
2. A communication process shall be established wherein Little League's
Field Commissioner shall be empowered to speak directly with the
Town's designated representative to communicate the maintenance and
improvement needs of the Fields.
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3. Town shall be solely responsible for all, costs of maintenance and repair of
the parking lot, the public restroom building adjacent to the concession
building, landscaped areas including trees, public restrooms outside of the
Fields, facility plumbing, electrical service up to and including the main
service box and curbs.
4. Little League shall be solely responsible for all costs of maintenance and
repair of the electronic scoreboards, removable bases, batting cages and
other secured practice areas, Field storage boxes, sheds, the public address
system and Little League owned equipment within the concession
building, -
5. The responsibility for the items that are not included in either Section H.3
or Section H. 4 shall be included in the cost-sharing items as governed by
Section I. 1. These items include the baseball playing and unsecured
practice areas, concession building routine maintenance, janitorial service
of the restroom building adjacent to the concession building, fencing and
backstops surrounding the playing and unsecured practice areas, bleachers,
dugouts, base anchors, and backstop pads. (Repairs to the concession
building shall be decided between the parties on a case by case basis).
6. Should the parties be unable to reach an agreement on fiscal responsibility
for any item not specifically addressed in this agreement, they may submit
the disputed items to the City Council of Los Altos Hills for final
resolution.
7. The parties agree that all dirt -skinned baseball playing areas will be
reconditioned by a qualified contractor in late February or early March of
each year. This minimum annual pre -season conditioning shall include
tilling of the skinned surfaces, importing of sufficient infield materials to
level out the skinned surfaces, compacting the skinned surfaces, and
rebuilding the pitching mound areas with clay materials. At least once
every five years, the agreed-upon scope of work will include rebuilding
the home plate areas with clay materials* and the painting of any wooden
structures and backstops.
8. The parties shall also meet prior to February 1 of each calendar year to
submit additional playing field maintenance/improvement. requests. for the
upcoming season, and Town will use good faith efforts to complete all
such additional work that is mutually agreed-upon prior to the upcoming
game season.
H. Mam*tenance and Operations Costs,
10 Little League shall contribute to the costs of maintenance and operations
identified in Sections W.H. 1, IV. H.5 and IV.H.7 on a-cost-sha rm'g basis-.
For each Town fiscal year, Little League will contribute one dollar for
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every one dollar contributed by Town. Town, subject to the review
process delineated in Section IV. J, shall have sole reasonable
determination of justifiable expenses. Both parties agree to use good faith
in making fiscal decisions that will not undermine the overall fiscal health
of either entity. If Fields maintenance and operations expenditures reach
an annual total of $95,000., not *including -utilities, the Town and Little
League shall consider additional shared Fields maintenance and operation
expenditures on a case by case basis under mutually acceptable terms,
2. Town shall pay, and not be reimbursed by Little League, for Fields'
maintenance and/or repairs, which are necessary as a result of use by other
Town authorized field users, that are outside the parameters of typical
wear and tear from Little League use. The Little League shall be solely
responsible for repair/maintenance necessitated by the gross negligence or
willful Misconduct of the Little League, its agents, or officers.
3. Town and Little League may agree to cost -share major
infrastructure/capital improvement projects on a case-by-case basis.
4. Town shall be solely responsible for the payment of all charges for
garbage service. Little League shall be solely responsible for the payment
of all charges for electricity usage. Town accepts electricity responsibility
for EV charging stations. Little League shall reimburse Town for 50% of
the water utility.
5. Little League shall reimburse Town for 25% of the restroom cleaning and
supplies.
Payments. Little League will pay its share of maintenance and operation costs
upon receipt of submitted invoices from the Town. On an annual basis the Town
will submit these invoices to Little League for payment. Although not required
by this Agreement, the Town may submit invoices to Little League on or around
September 1 of each calendar year. Little League shall have a period of thirty
(30) days from date of Town submittal to review these submitted invoices.
Immediately subsequent to review, Little League shall remit payment for all
-undisputed *invoices to the Town. If there are any disputed invoices or disputed
items contained therein, Little League and Town's representatives shall meet
within thirty (30) days after the initial review period and attempt to resolve the
billing dispute. If the parties are not able to reach agreement on any remaining
disputed items, these items shall be submitted by parties to the City Council of
Los Altos Hills for final resolution,
J. Sublet. Little League shall not have the authority to rent or sublet any portion of
the Premises. All Fields use, rentals and/or sublets may only be authorized by the
City Manager or their designee and only in writing. Little League shall not
require or suggest donations, gratuities, rental payments or fees for field use from
other field users. However, Little League shall be pennitted to charge appropriate
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rental fees from Fields users who use Little League's equipment, including
scoreboards, bases., balls, portable safety screens, field preparation tools and
equipment, pitching machines, batting cages and other secured practice areas.
Little League is not required by this Agreement to rent any of its equipment.
Little League shall provide its equipment use rental fee schedule to Town on an
annual basis. Little League shall provide written notification to the City Manager
or their designee within 48 hours of any equipment rental to a third party. Town
shall permit Little League to operate the concession building during scheduled
Little League Fields use or other use as expressly authorized in writing by the
Town. Such operation shall not be considered a sublet. All unaffixed items
contained within the concession building that are not the property of the Town
shall be the property and responsibility of Little League.
K. Modifications. Little League shall not make any modification, alteration or
improvement to the Premises without prior written consent by the City Manager
or their designee. Consent shall not be -unreasonably withheld, except that any
dispute under this Section may be submitted to the City Council for final
resolution. After completion of approved changes by Little League, Little League
shall provide to Town approved - as -built drawings, if applicable.
L. Improvements. All affixed improvements on the Premises, including but not
limited to any affixed improvements constructed by Little League, are and shall
remain the property of Town, even at the termination of this agreement.
M. Locks. Little League shall place no locks or other barriers to entry on any portion
of Premises without prior approval by Town and providing to Town copies of all
Keys or other entry mechanisms.
Ne Conditional Use Permit. Little League agrees to abide by and ensure that all
participants in its activities abide by all terms of Conditional Use Permit #58 -04 -
UP. Requests for changes to the Conditional Use Permit must be made during
the annual review.
V. Hold Harmless. To the fullest extent allowed by law, Little League hereby releases and
agrees to indemnify, defend and hold hannless Town, its officers, agents and employees
Trona. any all demands, claims or liability of any nature, which may arise out of or occur
by reason of any act or omission on its part, or the part of any of its employees,
contractors, subcontractors, agents or representatives use or their use of the Fields,
including costs and reasonable attorney fees, in providing the defense to any claim arising
therefrom, including any use of the Fields not allowed under this Agreement but
sanctioned by the Little League, (including use of the Premises for purposes of accessing
the Fields) all except to the extent the claim arises from the gross negligence or willful
misconduct of the Town, its officers, agents or employees. Little League also agrees to
require any contract with it contractors or subcontractors to contain a provision requiring
that the contractor or subcontractor indemnify, defend and hold harmless Little League
and Town and their officers, agents and employees from any and all demands, claims or
liability of any nature which may arise out of or occur by reason of any act of omission
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on the contractor or subcontractor's part, or the part of any of its employees, contractors,
subcontractors, agents or representatives in furtherance of or related to the contract with
Little League.
VI. Insurance.
11 General Liability Insurance. Little League shall also procure and maintain
at all times during the ten -n of this Agreement, General Liability Insurance
covering Little League and Town for any liability arising out of the use of,
or occurring in, on, or about the Fields. The policy shall be subject to a
Emit for each occurrence of at least one million dollars ($1,000,000)
naming as an additional insured, Town and its officers, employees and
agents. If a general aggregate limit is used, it shall be at least twice the
required limit ($2,000,000). The Insurer(s) shall agree that its policy is
Primary Insurance and that it shall be liable for the fall amount of any loss
up to and including the total limit of liability without right of contribution
from any other *insurance covering Town.
2. Inclusion of Town as an additional 'insured shall not in any way affect its
rights with respect to any claim, demand,, suit, or judgment made, brought
or recovered against Little League. Said policy shall protect Little League
and Town in the same manner as though a separate policy had been issued
to each; but nothing in said policy shall operate to *increase the Insurer's
liability as set_ forth in the policy beyond the amount or amounts shown or
to which the Insurer would be liable if only one interest had been named
as an insured.
3, Little League shall deliver to Town a Certificate of Insurance and
endorsements which shall indicate compliance with the insurance
requirements of this paragraph and shall stipulate that thirty (3 0) days
advance written notice of cancellation or material change shall be given to
Town,
4* Upon execution of this Agreement, and at all times during this Agreement,
Town and Little League's contractors and subcontractors entering
onto the
Fields shall have in fall force and effect, at their sole expense, for the joint
benefit of the contractors, Little League and Town, liability insurance in
which Town and Little League are named as additionally insured. The
insurance required thereunder shall be in the amount of at least one million
dollars ($1,000,000-00) combined limit for bodily injury and property
damage, shall be carried by insurers authorized to transact business in
California, and shall be primary as to Town and Little League and non-
contributory with any insurance which may be carried by Town or Little
League. The insurance policy shall have a 30 -day notification to Town and
Little League before any change in the policy or cancellation. Little
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League shall keep a current certificate of insurance from its contractors
and subcontractors on file with the Town at all times.
VIL Non-Diserhm*nation. No discrimination shall be made in the employment of persons
-under this agreement because of race, color, national origin, age, ancestry, religion,
sexual orientation, or sex of such person,
VIII. Interest of Little League. It is -understood and agreed that this Agreement is not a
contract of employment or partnership. At all times, Little League shall be deemed to be
an independent contractor, and is not authofized to bind Town to any contracts or other
obligations. In executing this agreement, Little League certifies that no one who has or
gill have any financial. interest under this agreement is an officer or employee of Town.
IX. This Agreement shall not be assigned or transferred without the written consent of Town.
No changes or amendments of any kind are authorized without the written consent of
Town's City Manager and shall not be effective unless agreed to in writing by both Town
and Little League.
This agreement shall not become effective until its approval and execution by Town. in
witness whereof, the parties have executed this agreement effective the day and year first written
above,
Los Altos American Little League, hie. dba,
Los Altos/Los Altos Hills Little League
By:
firesident
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Town of Los Altos Hills
By:
Mayor
Appro' s to Form:
By:
.JCity Attorney
Attest:
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By*
City Clerk