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VH Property Corp (2015) CITY OF RANCHO PALOS VERDES AGREEMENT FOR: Management of Rentals at Founders Park THIS AGREEMENT ("Agreement") is made and entered this 21st day of July 2015, 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, 2015, provided the Certificates of Insurance are current on that date, and shall end on September 17th, 2016, unless sooner terminated pursuant to Section 8 of this Agreement. 3. 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 their discretion, contractor may manage rentals at Founders Park even if the reception has not been booked there. 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 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. 1 R6876-0001/1706907v1 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. 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 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. 2 R6876-0001/1706907-1 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 3 R6876-0001/3143665-6 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. Address: 1 Trump National Drive Address: Rancho Palos Verdes, CA. 90275 Attn: Lili Amini, 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. 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") By: , Apt Ji knietirr ATTEST: By: L. aelciLedie_ Carla Morreale, City Clerk VH PROPERTY ("Contractor") low iP / 1,1 Print: , �1' I ' Title:I By: L, A , 11 Print: - I\; Title: .6 • 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 MUTT BE TURNED INTO THE CITY OF RANCHO PALOS VERDES - IT IS SIMPLY FORMAT TO USE WHEN FILLING OUT DOCUMENTS. 1. By an Individual. The individual must sign the instrument, and if he/she s doing business under a fictitious name, the fictitious name must be set forth. e signature must be acknowledged before a Notary Public. using the pr. •er form of acknowledgment. 2. By a Partnership. The name of the partnership must be set fo followed by the signatures of less than all of the partners will be acceptable onl if submitted with evidence of authority to act on behalf of the partnership. The gnatures must be acknowledged before a Notary Public. using the proper fo of acknowledgment. 3. By a Corporation. The name of the corporation must b - set forth, followed by the signatures of the President or Vice President and Sect*: ary or Assistant Secretary. The signatures must be acknowledged before a Nota, Public. using in substance the following form of acknowledgment. 4. By a Surety. The name of the surety must be -t forth, followed by an authorized signature. The signatures must be ackno ledq-d before a Notary Public, using the proper form of acknowledgment. 1 STATE OF CALIFORNIA i , ) SS. COUNTY OF LOS ANGELES ) On , 20 , before me, the undersigned, appeared knowno e to be the of the corporation that execute. the within instrument, and ackno edged to me that such corporation executed the within instrument pursuant to its by aws or a resolution of its City Council. WITNESS my signature :nd seal. Notary Public (Seal) 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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. State of California County of 5 des On&Mit berI, before me, ( rk ) rr&i' 1 Dater Here Insert Name and Title of the Officer personally appeared Xliii Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose nameis/ar( subscribed to the within instrument and acknowledged to me that 4 etthe/tbrerexecuted the same in -11teher/thetrauthorized capacityliser, and that by beher/thetrsignaturefAron the instrument the person" or the entity upon behalf of which the person_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. ri7rw-7=6;REN-rm, WITNESS my hand and official seal. COMM.#2085504 • -• Kit; NOTARY PUBLIC•CALIFORNIA I / 7 LOS ANGELES COUNTY / • Commission Expires NOV 7,2018 Signature L Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: �i�.�.�� .� � � � ��.�..��.\��`��✓��✓��✓��ice✓��:�\��`%�`��`��. ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT (Within New York State) STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On the 29th day of September, 2015, before me, the undersigned, a Notary Public in and for said state, personally appeared Donald J. Trump, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument,the individual,or the person upon behalf of which the individual acted, executed the instrument. Notary Public MATTHEW R.MARON Notary Public,State of New York Qualified in Westchester Count Certificate Filed in New York Cour * Cm/146°n � .02MA6141948 r March 1,2011 EXHIBIT A City of Rancho Palos Verdes and Trump National (VH Property Corp) Management of 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. Rental parties with more than 15 guests, who are planning on holding their reception at the Trump National Golf Club and wish to have the ceremony in Founders Park, will be referred to Trump National event planning staff. City staff will continue to coordinate small stand up ceremonies in the park, and will continue to advise Trump National event planning staff before booking such events in order to avoid conflicts. Trump National event planning staff will inform City staff when a larger ceremony is planned. 2. For small stand-up ceremonies, 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 will be required to reserve the date for rental of the park facility. (It is highly recommended that a site visit be conducted prior to the event for purposes of reviewing City and Trump National policies regarding use of facilities.) 3. City staff shall be responsible for conducting any tours of park grounds prior to the event and being on-site during the event to ensure that the customer is adhering to all rules, regulations and policies as specified in rental agreement and/or determined during the site visit. 4. City staff shall review the various service fees and facility use fees with the potential "small stand-up ceremony" customer including a fee for photography outside the boundaries of Founders Park itself; i.e. $350.00 per hour fee for Photography on Trump National property (excludes golf course and waterfall photography) and shall obtain a signature acknowledging the customers understanding of such fees prior to the event. Trump National Responsibilities: 1. Trump National event planning staff shall coordinate ceremonies which are in conjunction with receptions at the Trump National Golf Cart and will advise City staff when such ceremonies are booked in order to avoid conflicts. 2. Trump National shall provide services for event coordination, chairs, golf cart for one hour, and clean-up for larger ceremonies when booked in conjunction with a reception at Trump National Golf Club, or at their discretion if reception booked elsewhere, as identified below. 3. During small standup ceremonies, Trump National staff shall notify on-site staff should unauthorized use of Trump National facilities occur. 7 Contact Information Trump National Golf Club Contact: Small Events Manager Trump National Golf Club Los Angeles Direct: 310-303-3200 Fax: 310-303-3294 ctobin@TrumpNational.com City of Rancho Palos Verdes Contact: Marcella Lemke City of Rancho Palos Verdes Direct: 310-544-5260 Fax: 310-544-5294 MarcellaL@rpvca.gov Mandatory Costs: Ceremonies 0-15 people 16-50 people 51+ people (Stand-up) City of RPV Pricing: City facility permits $300 $475 $750 Trump National Pricing: Due to City $0.00 $475 $750 The City will receive $475.00 per event (16 to 50 people) from VH Property and $750.00 per event (50+ people) from VH Property, and will be sent checks on a quarterly basis. In addition to the ceremonies outlined above, City Recreation & Parks staff will offer the option for small stand-up ceremonies (for up to 15 people) for one hour without involving Trump National Event Planning staff in the process. The fee for this one hour stand-up ceremony will be $300.00 payable to the City, with an additional $175.00 refundable security deposit. The use of chairs, props such as large arches, etc. will not be allowed during the small stand-up ceremonies. City staff will continue to provide a portable PA System with a wireless microphone for the ceremony. If a standup ceremony has reserved a Trump National reception room, VH Property may handle the reservation and then remit a $475 fee to the City. City acknowledges and agrees that VH Property may charge fees, amounts which may be set at its sole discretion, for all ceremonies except those small stand-up ceremonies for 15 people or less. City has no right or entitlement to any additional payments from VH Property except those identified above. 8