VH Property Corp (2011) •
CITY OF RANCHO PALOS VERDES
AGREEMENT FOR:
Management of Rentals at Founders Park
THIS AGREEMENT ("Agreement") is made and entered this 19th day of April, 2011 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 17, 2011, provided the
Certificates of Insurance are current on that date, and end on March 16, 2013, unless
sooner terminated pursuant to Section 8 of this Agreement.
3. Compensation. City shall remit payment to Contractor for services provided in
connection with the rental of Founders Park, pursuant to the terms of Exhibit "A."
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 at 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,
R6876-0001/1213665-5 1
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.
6. Responsible Principal. For purposes of this Agreement, Contractor's responsible
principal shall be Lili Amini, Interim 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
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$1,000,000.00 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$1,000,000.00; and (3) worker's compensation insurance with a minimum
limit of$1,000,000.00 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.
R6876-0001/1213665-5 2
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 Exhibit "B"
and 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
R6876-0001/1213665-5 3
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: Carolyn Lehr
City Manager
To CONSULTANT:
VH Property Corp.
Address: 1 Ocean Trails Drive
Address: Rancho Palos Verdes, CA. 90275
Attn: Lili Amini,
Interim General Manager, Trump National
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.
R6876-0001/1213665-5 4
IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the
day and year first above written.
CITY OF RANCHO PALOS VERDES ("City")
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By:
Thomas D. Long, Mayor
ATTEST:
By: -4
Carla Morreale, City Clerk
VH PROPERTY ("Contractor")
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By:
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Title:
R6876-0001/1213665-5 5
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)
6
EXHIBIT A
City of Rancho Palos Verdes and VH Property
Proposal to Manage Rentals at Founders Park
• Rental Procedure
• Contact Information
• Fees and Pricing
Rental Procedure
City Responsibilities:
1. City recreation staff shall be the initial point of contact for all inquiries about the rental of
Founders Park. Staff will contact Trump National staff to check availability of dates and
provide list to potential customer.
2. The customer may make an appointment with City staff for a site visit and discuss the
logistics of the event prior to completing and signing an Outdoor Facility Use
Application. A deposit and credit card will be required to reserve the date for rental of
the park facility. (It is highly recommended that a site visit be conducted for purposes of
reviewing City and Trump National policies regarding use of facilities and services.)
3. City staff shall be responsible for any tours of park grounds prior to event and on-site
during event to ensure that customer is adhering to all rules,regulations and policies as
specified in rental agreement and/or site visits.
4. PVIC staff shall review the various service fees and facility use fees ($800-photography;
$600-locker room; $100/hr-golf cart usage; etc.)with the customer and acquire a
signature acknowledging understanding of such fees along with credit card as described
above.
Trump National Responsibilities:
1. Trump National staff shall refer all rental inquiries for Founders Park to designated City
staff and work cooperatively in the coordination of scheduled events.
2. Trump National shall provide services for event coordination, chairs, golf cart for one
hour, security and clean-up as identified below.
3. Trump National shall manage facility use fees directly with customer if optional services
are requested in advance. Trump National staff shall also notify on-site staff when
unauthorized use of facilities is occurring.
Contact Information
Trump National Golf Club Contact:
Director of Sales& Catering
Trump National Golf Club
Direct: 310-303-3222
Fax: 310-265-5522
mdean@TrumpNational.com
City of Rancho Palos Verdes Contact:
Holly Starr
Recreation Services Manager
City of Rancho Palos Verdes
Direct: 310-544-5264
Fax: 310-544-5294
HollyS@rpv.com
FEES FOR SERVICE
Mandatory Costs:
Residents Non-residents
City of RPV Pricing:
Staff time* $81 $81
(event coordination)
Staff time** $252 $252
(event staffing)
City facility permit $420 $750
Total City Pricing: $753 $1,083
Trump National Pricing:
Catering staff time $250 $250
(coordination w/City)
Security guard, chairs (up to 100),
Golf Cart for one hour $558 $558
Clean up $25 $25
Total Trump National Pricing: $833 $833
TOTAL EVENT PRICING: $ 1586 $1916
Optional Services provided by Trump National***:
Photography $800 $800
Locker Room Facilities $600 $600
Golf Cart&Driver $100/hr $100/hr
Audio Technician $518 $518
Refundable deposit: $300
* Includes customer assistance; scheduling with Trump National staff; additional follow up, and
scheduling with customer. Also includes customer site tour of Founders Park,processing of
application,review of facility use requirements,processing of fee including collecting/remitting
any associated fees to Trump National, and acquiring appropriate signatures.
**Includes coordination of deliveries, staffing event, event logistics with Trump National and
monitoring compliance of facility use contract and facility rules and regulations.
*** Founders Park is a public park that is in use by the public during rental events, and as such
the restrooms adjacent to the golf course are for public use. Trump National Golf Club is a
private facility and access to the property for purposes of photography, locker rooms or golf cart
usage (beyond the one hour provided for in the contract)will result in additional charges.
The City will pay $833 per event to Trump National to cover coordination with City staff, golf
cart for one hour and up to 100 chairs, security guard services,and cleanup fees listed under fees
for services. The City will collect all fees associated with events at Founders Park and will send
Trump National the checks on a quarterly basis with a breakdown of the events during the
period. Should the renting party accrue additional charges for optional services provided by
Trump National that were not requested in advance,the difference will be deducted from the
deposit and/or charged to the renting party's credit card and provided to Trump National Golf
Club in the form of a check from the City. Trump National staff will bring any and all additional
optional services not previously contracted for to the attention of the on-site City staff prior to
the renters "checking out" for the day.
Flowers, arches, decorations, and other services approved by the Recreation Services Manager or
his/her designee can be brought t e site by other vendors.
Signature: Date: LI .73I 1
For ump National f Course
41, 5/5/1/
Signature: Date:
For City of Rancho Pal Verdes