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Kiwanis Club of Rolling Hills Estates 2012 1 AGREEMENT REGARDING THE PALOS VERDES HALF-MARATHON This agreement ("Agreement") is made and entered into this 24th day of_February, 2012,by and between the Kiwanis Club of Rolling Hills Estates (the"Kiwanis Club") 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 Palos Verdes Half-Marathon and 5K on May 19, 2012. b. "Participant"shall include anyone running or walking in the Palos Verdes Half- Marathon and 5K, and anyone cheering, encouraging, or otherwise partaking in the activities associated with, arising out of, or incident to the Half-Marathon and 5K. II. License for Use. The City grants permission for the Kiwanis Club 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 May 18, 2012 from 12 p.m. to May 19, 2012 2 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,the Kiwanis Club 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. The Kiwanis Club 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, the Kiwanis Club shall defend Indemnitees at the Kiwanis Club's own cost, expense and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. The Kiwanis Club 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. The Kiwanis Club's obligation to indemnify shall not be restricted to insurance proceeds, if any,received by the Kiwanis Club, the City, its officials, officers, employees, agents, independent contractors, or volunteers. All duties of the Kiwanis Club under this section shall survive the termination of this Agreement. V. Insurance. The Kiwanis Club 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 Kiwanis Club, 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. John Williams shall be the Kiwanis Club'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. The Kiwanis Club 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 the Kiwanis Club or of any of the Kiwanis Club's employees, except as herein set forth, and the Kiwanis Club 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 Kiwanis Club wishes except as expressly provided in this Agreement. The Kiwanis Club 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. The Kiwanis Club shall not, at any 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 the Kiwanis Club 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 Kiwanis Club: Responsible Person: JohnWilliams Address: _5976 Flambeau rd, RPV CA 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: 2-77-S-12— Kiwanis Club of Rolling Hills Estates B � BY: Dated: The City of Rancho Palos Verdes, A Municipal Corporation BY4:iAA. MAYOR ATTEST: 6AILC)97-MA-&& CITY CLERK CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT \-. . . ,,,,,,,, ,r c;�.,,r,c,r cc. .„-- . .c rc-,,,r. ,c r,<-:r. r ,,,n .,,, ,-:r t;r,-;r,,,‹-,,,;r, ..c .,r. ,,:x- r cam, . ,,, r.,-,-y State of California fi Countyof 0, IJ-Af‘£L ?� fi , c, fi On E " before awk- 3 ��!� be o e me, �Zs� , fiDate Here Insert Name and Title of the Officer personally appeared7 074 / _L-L / fti Name(s)of Signer(s) ff) N.5 c, fifi S who proved to me on the basis of satisfactory evidence to be the persons} whose name(s) is/are '', subscribed to the within instrument and acknowledged fi to me that he/sie/they executed the same in IIn�cc MARY E.BtACK1NO00 his/her/tauthorized capacity(iet, and that by AP;' Commission#181601.4 his/her/their signature(s) on the instrument the A ‘-r-t4) tashipiesdaily person(s), or the entity upon behalf of which the I 'as person fs) acted, executed the instrument. S I. I certify under PENALTY OF PERJURY under the Y laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. I fi Signature: // / , 41 / / ozr-t°, Place Notary Seal and/or Stamp Above .ig ature of Notary Public OPTIONAL fi Though the information below is not required by law, it may prove valuable to persons relying on the document I and could prevent fraudulent removal and reattachment of this form to another document. • Description of Attached Document fi Title or Type of Document: # f /1)LA)T ) 7 � OYp /`O <,,,,, • Document Date: c/A q 1 ")---- Number of Pages: S ( 9 IP Signer(s) Other Than Named Above: I • Capacity(ies) Claimed by Sig er(s) ( L--L-/ (5 I�. Signer's Name --(>11-1\-) .Signers Name: fi ❑ Corporate Officer—Title(s): ❑ • 'orate Officer—Title(s): 1 Individual RIGHT THUMBPRINT ❑ Individu• RIGHT THUMBPRINT OF SIGNER OF SIGNER fi ❑ Partner—❑Limited ❑General Top of thumb here ❑ Partner—❑L •'ted ❑General Top of thumb here S ,p ❑ Attorney in Fact ❑Attorney in Fact I ❑ Trustee ❑Trustee P,A El Guardian or Conservator LI Guardian or Conservator fi Cl Other: ❑Other: fi11116 Signer Is Representing: if:L—r Signer Is Representing: fi fi I ©2008 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Item#5907 Reorder:Call Toll-Free 1-800-876-6827