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Mountain Sports International Inc AGREEMENT REGARDING THE PALOS VERDES HALF-MARATHON This agreement("Agreement") is made and entered into this 30th day of October, 2015, by and between Mountain Sports International, Inc. ("MSI")and the City of Rancho Palos Verdes(the"City"). The parties hereto do mutually agree as follows: I. Terminology. a. "Half-Marathon" shall refer to the LaceUp Running Series Palos Verdes(also known as the Palos Verdes Half-Marathon, 10K and 5K)on November 14,2015. b. "Participant" shall include anyone running or walking in the Half-Marathon,and anyone cheering,encouraging, or otherwise partaking in the activities associated with,arising out of, or incident to the Half-Marathon. II. License for Use. The City grants permission for MSI and its officers, employees, volunteers, agents and Participants,to utilize the public property located on the map in Exhibit "A,"which has been attached hereto and incorporated herein by this reference,on November 13, 2015 from_12:00_p.m.to November 14,2015 3:00 p.m. for activities associated with or related to the Half-Marathon. Nothing in this Agreement shall be deemed to waive any permits, approvals,paperwork or fees required by the City. III. Damage. Upon written notice by the City,within ten(10)days of such notice,MSI will repair,restore or replace at its own cost,expense and risk any City property damaged,destroyed, or otherwise altered in any manner arising out of or incident to the Half-Marathon. IV. Indemnity. To the fullest extent permitted by law,MSI shall defend, indemnify, and hold the City, its officials, officers,employees,agents and independent contractors serving in the role of City officials, and volunteers(collectively"Indemnitees") free and harmless from any and all claims, demands,causes of action,costs,expenses, liability, loss, damage or injury, in law or in equity,to property or persons, including wrongful death, in any manner arising out of or incident to the Half-Marathon, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforementioned suits,actions, or other legal proceedings of any kind that may be brought or instituted against Indemnitees,MSI shall defend Indemnitees at MSI's own cost,expense and risk,and shall pay and satisfy any judgment,award,or decree that may be rendered against Indemnitees. MSI shall reimburse the City, its officials, officers,employees, agents, independent contractors, and/or volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. MSI's obligation to indemnify shall not be restricted to insurance proceeds, if any,received by MSI,the City, its officials,officers,employees,agents, independent contractors,or volunteers.All duties of MSI under this section shall survive the termination of this Agreement. V. Insurance. MSI shall at all times during the term of the Agreement carry,maintain,and keep in full force and effect,a policy of public liability insurance,with a minimum limit of $3,000,000 single limit liability for each use for any and all other activities undertaken by MSI, and its officers,employees,volunteers,agents and Participants,regarding activities associated with, arising out of,or incident to the Half-Marathon. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. VI. Representation. Joel Rojas shall be the City's representative for the purposes of this Agreement. Becky Hall shall be MSI's representative for the purposes of this Agreement. VII. Legal Action. 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. VIII. Independent Contractor.MSI 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 MSI or of any of MSI's employees, except as herein set forth, and MSI 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 MSI wishes except as expressly provided in this Agreement. MSI 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. MSI 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. IX. Titles. The titles used in this Agreement are for general reference only and are not part of the Agreement. X. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between City and MSI and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived,only by subsequent written agreement signed by both parties. XI. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. XII. Third Party Rights. No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. XIII. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. XIV. Notice. Except as otherwise required by law, any notice given hereunder shall be deemed effective if in writing and personally delivered or sent by certified mail,postage prepaid, and addressed to the party at the following address: To City: Joel Rojas, Community Development Director City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To Mountain Sports International,Inc.: Responsible Person: Becky Hall Address: 1435 S. State Street, Salt Lake City,UT, 84115 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 shall be deemed effective three (3) business days after it has been deposited in the United States mail, excluding weekends and federal, state, religious, County of Los Angeles and City holidays. [Continued on next page] IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated: Ill VJis Mountain Sports International, Inc. BY: Dated: ///q/6 The City of Rancho Palos Verdes, A Municipal Corporation BY: OAA"16k City Manager ATTEST: CITY CLERK SPECIAL.EENT TIRAFFIC .PA>a.Y..a • SIGN LEGEND LEGEND t�,�Ate"cot UMW CONTUOL MANS FDI?TINE / FLAG TRU TM 11011(''* rot ii wawa mit+mom ,,,;=.4".,,, Ej m FAH 0 I-P1 LL/_US TACE UV .f. •ra ... • .... ~ «• PORTABLE CONE .. PARADE RNwCACE , 3.• • LF MAI2ATtION/51c/1 OIC 4.-04ch Ao sow=N10R0EC1101N ,1.•. 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State of Calif.rnia ) I' County of t _ _ _ On Agtaketnittt before me, 6nr +Aleilg_ , Date ereievName and Titlef the Officer , personally appeared ak ' &h.. - ii Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are sub cribed to the within instrument and acknowledged to me thatsiatghtleiey executed the same in NNA1 eVgir authorized capacity(ies),and that Wif/her/ter signature(s)on the instrument the person(s), Iliedi el r the entity upon behalf of which the person(s)acted,cted,-6ecuted the instrument. 03 C al is-DJ CS t... I certify under PENALTY OF PERJURY under the laws z co o.,- .z.•ei of the State of California that the foregoing paragraph Q. al 0 2 iv(.7 ca is true and correct. z = . CO — pi. WITNESS my --• an. o ficial seal. 0 Z CINDY NGUYEN PHENG Commission.2098878 /8 E ei a __ _ ._.. z / / z E 4_3 g 7<e!ilibr.;l'.,;311 Notary Public-California f. Signature _/44,irtAi.-t ii i da',./ . 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IV Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: 0 Corporate Officer — Title(s): 0 Corporate Officer — Title(s): 0 Partner — 0 Limited 0 General 0 Partner — 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: 0 Other: Signer Is Representing: Signer Is Representing: — _ xgztxxmvgc.bw,o ., -.}x-viwtx,.,:c,,,,iK,TxTx-vx.;.cx.xz-xxx-c.gmxx,,%:..m4-txwicxxiccigupoc:z<,NPuwz5t;x, ©2014 National Notary Association •www.NationalNotary.org• 1-800-US NOTARY(1-800-876-6827) Item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 . cccccccccccccccc .-�. ,. 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 Los kyles On It I I? before me, �tr?Se Ribiattae1ka,i, & Aviv) ate Here Insert Name and Title ofThe Officer personally appeared 0111 r ore Name(,)-of Signe J who proved to me on the basis of satisfactory evidence to be the persons whose names)' is/AK subscribed to the within instrument and acknowledged to me that he/sle/they executed the same in his/leer/t eir authorized capacity(i ,and that by his/fir/t eir signature( on the instrument the person4s) or 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. TERESA Pa111AAVER�1•TA�►OWITNESS myhand and official seal. .t�_. � Commission#2:1340 92 ,,•;;,:� Public• litrnia i M�•��`�� Notary County D 'c Loa Angeles � � n 26,2019 Signature % & 444ft tom:. Comm.E fires Ju g Cortwn Sign ture of Lary 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: .cerin a In 3V?rcLtI41Document Date: '1 I y Number of Pages: gner(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`✓i��i\�i\�ice`%ice✓i���✓����\���\��������`I���������✓�✓�✓�✓���✓�`������✓���`%\����✓�✓�✓�✓�✓�✓�✓�✓�✓ice✓i. ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907