VH Property Corp dba Trump National Golf Club Los Angeles ACCESS AGREEMENT FOR FOUNDERS PARK
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
VH PROPERTY CORP.
THIS ACCESS AGREEMENT (herein "Agreement") is made and entered into this 210--
day
1Stday of Avg , 2018,by and between the City of Rancho Palos Verdes, a California municipal
corporation ("City"), and VH Property Corp., a Delaware corporation, dba Trump National Golf
Club Los Angeles ("Trump National"). City and Trump National are sometimes individually
referred to hereinafter as"Party"and collectively as"Parties."
RECITALS
WHEREAS, City is the owner of property commonly known as Founders Park, located
at 1 Trump National Drive,Rancho Palos Verdes, California 90275 (the"Park").
WHEREAS,City only issues permits for small,standing-only weddings in the Park for up
to 15 people (including the wedding party) due to the logistical difficulties of facilitating larger
weddings in the Park.
WHEREAS,Trump National owns Trump National Golf Club Los Angeles,abutting and
adjoining the Park,and has parking capabilities,event-planning staff,and storage facilities on site,
and regularly coordinates and facilitates large events on site and,occasionally,in the Park.
WHEREAS, Trump National desires to offer the Park to its patrons as a wedding
ceremony venue,and such wedding ceremonies may include more than 15 people.
WHEREAS,City is willing to allow Trump National to reserve and use the Park for such
purposes under certain terms and conditions due to Trump National's unique capacity to facilitate
large wedding ceremonies in the Park without assistance from the City.
WHEREAS,the Parties now desire to specify the terms under which Trump National may
reserve and use the Park.'
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged,the Parties agree as follows:
Section 1. Access
Trump National may offer the Park as a wedding ceremony venue to its patrons, and may
access and use the Park for the sole purpose of facilitating such wedding ceremonies,in accordance
with the terms and conditions herein. "Facilitating" includes setting up before and cleaning up
1 Nothing in this Agreement shall confer upon, or in any way limit, Trump National's right(s) to
reserve use of the Park consistent with the provisions of the certified Local Coastal Plan.
01203.0001/480194.1 1
after a wedding ceremony. This conditional privilege of access and use shall extend to all invitees
of the wedding party, as well as the wedding party itself(collectively,"Guests").
Section 2. Non-Exclusive Agreement
Nothing in this Agreement shall limit City's ability to grant rights of access to and use of
the Park to any other person or entity for any purpose.
Section 3. Compliance with Laws and Regulations
Trump National shall comply with all federal, state, and local laws and regulations
governing the use of the Park,and shall use reasonable efforts to ensure that all Guests are informed
of such laws and regulations and comply with them while in the Park. Trump National shall not
interfere with the rights of any member of the public who may be using the Park during a wedding
ceremony.
Neither Trump National nor any Guest may affix decorations onto any Park fixture.Use of
confetti, rice, rose petals, bird seed, drones, and fireworks, as well as the release of balloons, is
prohibited in the Park. Destruction, removal, cutting, or picking of vegetation in the Park is
prohibited.
Section 4. Scheduling; Permit
Prior to using or scheduling the use of the Park for a wedding ceremony, Trump National
must first obtain a scheduling permit from the City for such use. Issuance of such scheduling
permit shall be at the discretion of the City, based on the availability the Park and the number of
Guests that will be in attendance at the wedding ceremony. Wedding ceremonies shall not
commence earlier than 9:00 a.m. nor shall any wedding ceremonies conclude later than dusk (as
"dusk"is defined at various times during the calendar year). No wedding ceremony shall have a
duration longer than three(3)hours without the prior written authorization from City. For purposes
of scheduling, Trump National shall contact Marcella Lemke at (310) 544-5375, or such other
person as the City Manager shall designate. City agrees that it will contact Trump National prior
to scheduling any events facilitated by City for purposes of coordinating with Trump National to
avoid any conflicts with events at Trump National.
Section 5. City Neutrality
Trump National shall not at any time or in any manner represent that City recommends or
endorses Trump National's services, or that Trump National is providing any services on behalf
of the City.
Section 6. Payment
Trump National shall remit payment for each use of the Park under this Agreement in
conjunction with the issuance of each permit,according to the following schedule:
Number of People Payment
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16 to 50 $475
51+ $750
Section 7. Term and Termination
Unless earlier terminated by one of the Parties pursuant to this Section, the term of this
Agreement shall be five(5)consecutive calendar years,commencing on the date stated in the first
paragraph,above. This Agreement may be terminated by the City or Trump National at any time,
with or without cause, for the convenience of the Party(ies) upon ninety (90) days' prior written
notice to the other Party.
Section 8. Indemnification
Trump National agrees to indemnify, defend and hold harmless the City, its officers,
employees and agents ("Indemnified Parties") against, and will hold and save them and each of
them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory
claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or
claimed by any person, firm or entity arising out of or in connection with any event in the Park
facilitated by Trump National pursuant this Agreement. In connection therewith:
(a) Trump National will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees, incurred in connection therewith;
(b) Trump National will promptly pay any judgment rendered against the City,
its officers,agents or employees for any such claims or liabilities;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Trump National arising out of or in connection
with any event in the Park facilitated by Trump National pursuant this Agreement,Trump National
agrees to pay to the City,its officers,agents or employees,any and all costs and expenses incurred
by the City,its officers,agents or employees in such action or proceeding,including but not limited
to,reasonable legal costs and attorneys' fees.
Trump National shall incorporate similar indemnity agreements with its subcontractors and
if it fails to do so Trump National shall be fully responsible to indemnify City hereunder therefore,
and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Trump National. The provisions of this Section do
not apply to the extent that such claims or liabilities occur as a result of City's negligence or willful
acts or omissions. The indemnity obligation shall be binding on successors and assigns of Trump
National and shall survive termination of this Agreement.
01203.0001/480194.1 3
Section 9. Insurance
Trump National shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement, including any extension
thereof,the following policies of insurance:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for Trump National against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by Trump National in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance(Form CA 0001 (Ed 1/87) including"any auto"and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned,non-owned, leased,hired cars and any
automobile.
(d) Subcontractors.Trump National shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor.All coverages for subcontractors shall include all of the requirements stated herein.
All of the above policies of insurance shall be primary insurance and any insurance
maintained by City or its officers,employees or agents may apply in excess of,and not contribute
with,Trump National's insurance. General liability and automotive insurance policies shall name
the City, its elected and appointed officers, employees and agents as additional insureds. The
insurer is deemed hereof to waive all rights of subrogation and contribution it may have against
the City, its officers, employees and agents and their respective insurers. All of said policies of
insurance shall provide that said insurance may not be amended or cancelled by the insurer or any
party hereto without providing thirty(30)days prior written notice by certified mail return receipt
requested to the City. In the event any of said policies of insurance are cancelled, Trump National
shall, prior to the cancellation date, submit new evidence of insurance in conformance with this
Section to the City.
No use of the Park under this Agreement shall commence until Trump National has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
01203.0001/480194.1 4
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Trump National performs; products and completed operations of Trump National; premises
owned,occupied or used by Trump National;or any automobiles owned,leased,hired or borrowed
by Trump National. The coverage shall contain no special limitations on the scope of protection
afforded to City, and their respective elected and appointed officers, officials, employees or
volunteers.Trump National's insurance shall apply separately to each insured against whom claim
is made or suit is brought,except with respect to the limits of the insurer's liability.
Trump National agrees that the requirement to provide insurance shall not be construed as
limiting in any way the extent to which Trump National may be held responsible for the payment
of damages to any persons or property resulting from the Trump National's activities or the
activities of any person or persons for which Trump National is otherwise responsible nor shall it
limit the Trump National's indemnification liabilities under this Agreement.
In the event Trump National subcontracts with any subcontractor for the facilitation of any
portion of a wedding ceremony in the Park, the contract between Trump National and such
subcontractor shall require the subcontractor to maintain the same policies of insurance that Trump
National is required to maintain pursuant to this section, and such certificates and endorsements
shall be provided to City.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California,rated"A"or better in the most recent edition of Best Rating
Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City due to
unique circumstances.
Section 10. Notice
Any notice,demand,request,document,consent,approval,or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail,as follows:
To City:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
Attn: Director of Recreation and Parks
To Trump National:
VH Property Corp.
1 Trump National Drive
01203.0001/480194.1 5
Rancho Palos Verdes,CA 90275
Attn: Lili Amini, General Manager,Trump National
Either party may change its address by notifying the other party of the change of address
in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-
two(72)hours from the time of mailing if mailed as provided in this Section.
Section 11. No Authority to Bind City
Trump National shall have no authority to bind City in any manner, or to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Trump National shall not at any time or in any manner
represent that Trump National or any of Trump National's officers, employees, or agents are in
any manner officials, officers, employees or agents of City. Neither Trump National, nor any of
Trump National's officers, employees or agents, shall obtain any rights to retirement,health care
or any other benefits which may otherwise accrue to City's employees. Trump National expressly
waives any claim Trump National may have to any such rights. Neither the City nor any of its
employees shall have any control over the manner,mode or means by which Trump National, its
agents or employees, perform the wedding ceremony facilitation services contemplated herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Trump National's employees, servants, representatives or agents, or in
fixing their number,compensation or hours of service.City shall not in any way or for any purpose
become or be deemed to be a partner of Trump National in its business or otherwise or a joint
venturer or a member of any joint enterprise with Trump National.
Section 12. No Assignment
Neither this Agreement nor any interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law,whether for the benefit of creditors
or otherwise, without the prior written approval of City. Transfers restricted hereunder shall
include the transfer to any person or group of persons acting in concert of more than twenty five
percent(25%)of the present ownership and/or control of Trump National,taking all transfers into
account on a cumulative basis. In the event of any such unapproved transfer, including any
bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Trump
National or any surety of Trump National from any liability hereunder without the express consent
of City.
Section 13. Attorneys' Fees
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement,the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees.Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action,taking depositions and discovery and all other necessary costs
the court allows which are incurred in such litigation.All such fees shall be deemed to have accrued
01203.0001/480194.1 6
on commencement of such action and shall be enforceable whether or not such action is prosecuted
to judgment.
Section 14. Governing Law
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Trump National covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in the County of
Los Angeles, State of California.
Section 15. Integration;Amendment
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any,between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by Trump National and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
Section 16. Severability
In the event that any one or more of the phrases,sentences,clauses,paragraphs,or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences,clauses,paragraphs,or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
Section 17. Authority
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs,executors,administrators, successors and assigns of the parties.
01203.0001/480194.1 7
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES,a
municipal corporation
Doug Wilimore,City Manager
A •
mily C.11)0 City Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER, LLP
William W. Wynlr,City Attorney
TRUMP NATIONAL:
VH PROPERTY CORP., a Delaware
corporation, d.• , ► ,....nal Golf Club
Ala 1-
By:
Name: Donald ". Trump Jr.
Title:
By:
Name:Allen W ' elberg
Title:
Two corporate officer signatures required when Consultant is a corporation,with one signature required from
each of the following groups:1)Chairman of the Board,President or any Vice President;and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0001/480194.1 8
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy or
validity of that document.
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WITNESS my hand and official seal.
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Notary Public
SEAL:
MARIAENRtQUEZ "
Notary Public,State of New York
Registration #01 EN6282871
Qualified In Q,peens County
Commission Expires May28,20 �
01203.0001/480194.1
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy or
validity of that document.
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the entity upon behalf of which the persons)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
4/14.
Notary Public
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