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CC SR 20160906 L - Trump Mgmt of Founders Park RentalsRANCHO PALOS VERDES CITY COUNCIL AGENDA REPORT AGENDA DESCRIPTION: MEETING DATE: 09/06/2016 AGENDA HEADING: Consent Calendar Consideration and possible action to renew the Agreement with Trump National for the management of rentals at Founders Park. RECOMMENDED COUNCIL ACTION: Renew the contract with Trump National Golf Club for the management of rentals at Founders Park for a further 12 months (September 18, 2016 to September 17, 2017) FISCAL IMPACT: None. Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Daniel Trautner, Deputy Director of Recreation and Parks '- REVIEWED BY: Cory Linder, Director of Recreation and Parks APPROVED BY: Doug Willmore, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Trump National Golf Club - Founders Park Agreement (A-1) BACKGROUND AND DISCUSSION: City Staff is proposing renewal of the present management agreement with Trump National Golf Club (Trump National), with no change in the fee structure. The management agreement provides a continued collaborative effort between the City and Trump National, with the City providing planning and logistical support for rentals and Trump National providing limited access to Trump National facilities and coordination with City Staff in advance as well as on the day of the park rental. Staff proposes that the City's agreement with Trump National currently in effect be extended for another 12 -month period wherein Staff and Trump National would share various aspects of the management of park rentals as outlined in the table below. 1 Mandatory Costs: Ceremonies 0-15 people 16-50 people (Stand-up) City of RPV Pricing: City facility permits $300 $475 51+ people $750 The City will receive $475.00 per event (16 to 50 people) from Trump National and $750.00 per event (50+ people) from Trump National, and will be sent checks on a quarterly basis. Recreation & Parks Staff will continue to 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 payable to the City, with an additional $175 refundable security deposit. The use of chairs and 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, Trump National may handle the reservation and then remit a $475 fee to the City. The City acknowledges and agrees that Trump National may charge fees which may be set at its sole discretion, for all ceremonies except those small stand-up ceremonies for 15 people or less. The City has no right or entitlement to any additional payments from Trump National except those identified above. ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council's consideration: 1. Do not renew the agreement. 2. Direct Staff to renegotiate the rates and/or terms. 2 AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND VH PROPERTY CORP. DBA TRUMP NATIONAL GOLF CLUB LOS ANGELES FOR THE MANAGEMENT OF WEDDING CEREMONIES AT FOUNDERS PARK This Agreement for the management of wedding ceremonies at Founders Park ("Agreement") is made and entered this 18th day of September, 2016, by and between the CITY OF RANCHO PALOS VERDES ("City"), and VH PROPERTY CORP. dba TRUMP NATIONAL GOLF CLUB LOS ANGELES ("Contractor"). City and Contractor are referred to herein collectively as the "Parties." The purpose of this Agreement is to memorialize the procedures and policies pertaining to the cooperative agreement between City and Contractor to manage wedding ceremonies that are held at Founders Park. 1. Scope of Services. Contractor shall assist City with the management of wedding ceremonies at Founders Park. The responsibilities of Contractor and City are set forth in Exhibit "A" hereto, which is incorporated herein by this reference. 2. Term. The Agreement shall commence on September 18, 2016, provided the Certificates of Insurance are current on that date, and shall end on September 17, 2017, unless sooner terminated pursuant to Section 8 of this Agreement. The Parties shall have the option of extending the Agreement for up to three (3) years, or such shorter time as the Parties may decide, upon the mutual written consent of both Parties. 3. Payment. Contractor shall pay City 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 as 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 laws 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. A-1 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 the General Manager of Trump National Golf Club Los Angeles. 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 and warrants 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 times 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 these policies. 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 A-2 the premium thereon, and the repayment thereof shall be deemed an obligation of the Contractor. C. Contractor shall submit to the City insurance certificates indicating compliance with the insurance requirements set forth above, as well as insurance policy endorsements, not less than one (1) day prior to beginning of performance under this Agreement. Such endorsements must be on a form acceptable to the City. 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. Contractor shall defend, indemnify, and hold harmless the City and its officials, officers, employees, agents, and volunteers from all liability, including liability for actions, controversies, suits, proceedings, claims, causes of action, 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 Contractor or its 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 Contractor. The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence or willful misconduct of the City. 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. A-3 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 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 of which either party may hereafter notify the other in writing, as described below. To CITY: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Attn: City Manager To CONSULTANT: Trump National Golf Club 1 Trump National Drive Rancho Palos Verdes, CA 90275 Attn: 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. IN WITNESS WHEREOF, the Parties hereto executed this Agreement on the date in the first paragraph of this Agreement. ATTEST: -31 Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J. Aleshire, City Attorney CITY City of Rancho Palos Verdes Ken Dyda, Mayor CONTRACTOR VH Property Corp. dba Trump National Golf Club Los Angeles By: _ Print: Title: By: _ Print: Title: A-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. 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 Droner form of acknowledament. w o 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 XXXX ) On Date personally appeared before me, Here Insert Name and Title of Officer 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 subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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. Signature of Notary Public Place Notary Seal Above A-7 EXHIBIT A SCOPE OF SERVICES AND PAYMENT A. Overview. Founders Park is a public park in Rancho Palos Verdes that lies adjacent to the Trump National Golf Club Los Angeles ("Trump National"). Many wedding ceremonies at Founders Park are followed by receptions at Trump National and large ceremonies may require the use of Trump National facilities. In order to facilitate the management of wedding ceremonies in Founders Park, the Parties agree to undertake the responsibilities listed below. B. Definitions 1. Small Ceremony. A wedding ceremony with no more than 15 total participants and attendees. 2. Large Ceremony. A wedding ceremony with more than 15 total participants and attendees. C. The Responsibilities of the Parties 1. Handling Inquiries. City Parks and Recreation staff will be the initial point of contact for all inquiries about wedding ceremonies in Founders Park. Inquiries about large ceremonies will be referred to Trump National event planning staff. 2. Scheduling. City staff and Trump National event planning staff will inform each other before booking wedding ceremonies to avoid scheduling conflicts. 3. Ceremony Coordination. City staff will coordinate all small ceremonies, regardless of whether the event will include a reception at Trump National. At its discretion, Trump National may coordinate all large ceremonies, regardless of whether the event will include a reception at Trump National. 4. Site Visits. City highly recommends that a site visit be conducted prior to wedding ceremonies for purposes of reviewing City and Trump National policies regarding use of facilities and discussing the logistics of the event. City will conduct all site visits for small ceremonies. Trump National will conduct all site visits for large ceremonies. 5. Review of Service and Facility Use Fees. City staff will review the various service fees and facility use fees for Trump National (e.g., fees for photography on Trump National property, use of golf cart, etc.) with customers planning small wedding ceremonies, and will obtain a signature acknowledging the customer's understanding of such fees prior to the event. Trump National will provide City with a current list of such fees and will be solely responsible for providing City will updates to the list, as necessary. 6. Responsibilities During Ceremony. A member of City staff will be on site during small ceremonies and a member of Trump National staff will be on site during large ceremonies to ensure that the ceremony guests and participants are adhering to all the rules, regulations, and policies specified during the planning of the event. Trump National staff will notify on-site City staff if guests or participants in a small ceremony engage in unauthorized use of Trump National facilities during a small ceremony. 7. Cleanup. The City will be responsible for cleaning Founders Park following a small ceremony. Trump National will be responsible for cleaning Founders Park following a large ceremony. 8. Contact Information. For purposes of scheduling or other issues arising in the course of coordinating a wedding reception, the Parties shall use the following contact information, unless modified in writing by either Party: Trump National Contact: Events Manager Direct: 310-303-3200 Fax: 310-303-3294 viviana TrumpNational.com D. Payment. City Contact: Marcella Lemke Direct: 310-544-5375 marcellal(a)_rpvca.gov 1. 16-50 People: Contractor shall pay to the City $475 for all wedding ceremonies held at Founders Park involving 16 to 50 people, which are coordinated by Contractor. 2. 51+ People: Contractor shall pay to the City $750 for all wedding ceremonies held at Founders Park involving 51 or more people, which are coordinated by Contractor. Payment shall be made in the form of a lump sum check on a quarterly basis. City acknowledges and agrees that Contractor may charge fees, amounts which may be set at its sole discretion, for all large wedding ceremonies at Founders Park coordinated by Contractor. City has no right or entitlement to any additional payments from Contractor except those specified in this Agreement. WLO