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VH Property Corp (2014) CITY OF RANCHO PALOS VERDES AGREEMENT FOR: Management of Rentals at Founders Park THIS AGREEMENT ("Agreement") is made and entered this 3rd day of June, 2014, by and between the CITY OF RANCHO PALOS VERDES (hereinafter referred to as "City"), and VH PROPERTY CORP. (hereinafter referred to as "Contractor") with respect to the following facts and circumstances: the purpose of this Agreement is to memorialize the procedures and policies pertaining to the cooperative agreement between City and Contractor to manage events that are held at Founders Park. 1. Scope of Services. Contractor shall assist City with the management of rentals at Founders Park. The responsibilities of Contractor and City are set forth Exhibit "A" hereto, which is incorporated herein by this reference. 2. Term. The Agreement shall commence on September 18th, 2014, provided the Certificates of Insurance are current on that date, and shall end on September 17, 2015, unless sooner terminated pursuant to Section 8 of this Agreement. 3. Compensation. Contractor shall remit payment to City for use of Founders Park for wedding ceremonies in conjunction with receptions held at Trump National, pursuant to the terms of Exhibit "A". At its discretion, Contractor may manage rentals at Founders Park even if the reception has not been booked to occur at Trump National. The fees paid to the City for such use shall be the same as those booked in conjunction with receptions. 4. Independent Contractor. Contractor is and shall at all times remain, as to the City, a wholly independent contractor. Neither the City nor any of its agents shall have control over the conduct of Contractor or any of the Contractor's employees, except as herein set forth, and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons, firms, or corporations as the Contractor wishes except as expressly provided in this Agreement. Contractor shall have no power to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and its employees. Contractor further agrees to indemnify and hold the City harmless from any failure of Contractor to comply with applicable workers' compensation laws. The City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to the City from Contractor as a result of its failure to promptly pay to the City any reimbursement or indemnification arising under this Article. 5. Assignment. This agreement may not be assigned by Contractor, in whole or in part, without the prior written consent of City. Any such purported assignment without City's written consent shall be null and void, and Contractor shall hold harmless, defend and indemnify the City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. 0 • 6. Responsible Principal. For purposes of this Agreement, Contractor's responsible principal shall be Lili Amini, General Manager, Trump National. The Responsible Principal set forth herein shall be principally responsible for Contractor's obligations under this Agreement and shall serve as the principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without the prior written consent of City. 7. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All personnel engaged in the work shall be qualified to perform such services. 8. Termination. This Agreement may be canceled by the City or Contractor at any time with or without cause and without penalty upon ninety (90) days' prior written notice to the other party. 9. Labor Law Compliance. Contractor agrees to comply with all California labor law requirements applicable to this Agreement. 10. Insurance Requirements. The Contractor shall at all time during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted or authorized to do business in the State of California with a minimum rating of A: VII in the latest edition of Best's Insurance Guide: (1) a policy or policies of broad-form comprehensive general liability insurance with minimum limits of$1,000,000 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by the Contractor, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) automotive liability insurance with a minimum combined single limit coverage of$1,000,000; and (3) worker's compensation insurance with a minimum limit of$1,000,000 or the amount required by law, whichever is greater. The City, its officers, employees, attorneys, and volunteers shall be named as additional insureds on the policy(ies) as to comprehensive general liability policy. a. All insurance policies shall provide that the insurance coverage shall not be non- renewed, canceled, reduced, or otherwise modified (except through addition of additional insured to the policy) by the insurance carrier without the insurance carrier giving the City thirty (30) day's prior written notice thereof. Contractor agrees that it will not cancel, reduce or otherwise modify said insurance coverage. b. Contractor agrees that if it does not keep the aforesaid insurance in full force and effect, the City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of the Contractor. c. Contractor shall submit to the City (1) insurance certificates indicating compliance with the insurance requirements set forth above, and (2) insurance policy endorsements, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements must be executed on the City's appropriate standard form entitled "Additional Insured Endorsement,"which is attached hereto as an exhibit and is incorporated herein by this reference. d. Contractor shall require any sub-contractors that perform services pursuant to this Agreement to maintain insurance coverage that meets all of the requirements of this Agreement. . e. The insurance provided by Contractor shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. 11. Indemnification. Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other party and its respective officials, officers, employees, agents and volunteers (the "Indemnified Party") free and harmless from all tort liability, including liability for actions, controversies, demands, suits, proceedings, claims, causes of action, liabilities, losses, costs, interest, penalties, demands, expenses and damages of any kind, whether actual, alleged or threatened (including actual attorneys' fees, experts' fees and court costs incurred) to the extent arising out of or in any way connected with the negligent acts or omissions or willful misconduct of the Indemnifying Party or its respective officials, officers, employees, agents and volunteers in the performance of this Agreement. This includes but is not limited to claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including those brought forth by officials, officers, employees, agents or volunteers of the Indemnifying Party. The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence or willful misconduct of the Indemnified Party. All duties under this Section shall survive termination of this Agreement. 12. Suit: Attorneys' Fees. a. Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. b. If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. 13. Entire Agreement. This Agreement represents the entire integrated agreement between City and Contractor, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Contractor. This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 14. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. 15. Notice. Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Attn: City Manager To CONSULTANT: VH Property Corp. 1 Trump National Drive Rancho Palos Verdes, CA. 90275 Attn: Lili Amini, General Manager A party may change its address by giving written notice to the other party. Thereafter, any notice or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three (3) business days after it has been deposited in the United States mail. For purposes of communicating these time frames, weekends and federal, state, religious, County of Los Angeles or CITY holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written. CITY OF RANCHO PALOS VERDES ("City") 110. - By: Ift 4 -r Duo ayor ATTEST: CN By: 3 - Carla Morreale, City Clerk /// M4 ',Oil • VH PROPERTY ("Contractor") By: Print: `ti40‘ -_ 111:-„ Title: id" 4 By: / ' '4 Print: /41) -1 " • Title: £ec/zer STATE OF NEW YORK SS COUNTY OF NEW YORK On , 20 i'4, before m the undersigned, appeared ct{d V T(%A Vn known to me to be the reed of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its City Counsel. WITNESS my signature and s al Notary Public (Seal) STEPHANIE P4.LENt4 G ' Stale of NaYork del MARY 955771 Onttlified in 1.1ew:1:c: copes\-'`) • STATE OF NEW YORK SS COUNTY OF NEW YORK On Tu , 20 14 before me,the undersigned, appeared kinonek_ known to me to be theCVre..-{-0AA,/ of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its City Counsel. WITNESS my signature and seal. Notary Public ,kv+141)..iA, (Seal) 0 0 CITY OF RANCHO PALOS VERDES INSTRUCTIONS FOR EXECUTION OF INSTRUMENTS THIS IS INSTRUCTION ONLY- IT IS NOT TO BE SIGNED OR USED IN CONJUNCTION WITH THE AGREEMENT OR ANY OTHER FORMS THAT MUST BE TURNED INTO THE CITY OF RANCHO PALOS VERDES - IT IS SIMPLY A FORMAT TO USE WHEN FILLING OUT DOCUMENTS. 1. By an Individual. The individual must sign the instrument, and if he/she is doing business under a fictitious name, the fictitious name must be set forth. The signature must be acknowledged before a Notary Public using the proper form of acknowledgment. 2. By a Partnership. The name of the partnership must be set forth followed by the signatures of less than all of the partners will be acceptable only if submitted with evidence of authority to act on behalf of the partnership. The signatures must be acknowledged before a Notary Public using the proper form of acknowledgment. 3. By a Corporation. The name of the corporation must be set forth, followed by the signatures of the President or Vice President and Secretary or Assistant Secretary. The signatures must be acknowledged before a Notary Public using in substance the following form of acknowledgment. 4. By a Surety. The name of the surety must be set forth, followed by an authorized signature. The signatures must be acknowledged before a Notary Public, using the proper form of acknowledgment. STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) On , 20 , before me, the undersigned, appeared known to me to be the of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its City Council. WITNESS my signature and seal. Notary Public (Seal)