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CC SR 20180807 H - Trump National Golf Club Founders Park AgreementRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 08/07/2018 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action to renew the agreement with Trump National Golf Club for the management of ceremony rentals at Founders Park RECOMMENDED COUNCIL ACTION: (1) Renew the contract with Trump National Golf Club for the management of rentals at Founders Park for a further five (5) consecutive years (August 21, 2018, to August 20, 2023). 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 (page A-1) BACKGROUND AND DISCUSSION: Staff is proposing renewal of the present management agreement with Trump National Gold Club (Trump) for the use of Founders Park, with no change in the fee structure. The management agreement provides a continued collaborative effort between the City and Trump, with the City providing planning and logistical support for rentals and Trump providing limited access to Trump facilities and coordination with City Staff in advance and on the day of the park rental. Staff proposes that the City’s current agreement with Trump be extended for a five-year period, under which Staff and Trump would share various aspects of the management of park rentals as outlined in the table below. 1 Ceremonies Up to 15 People (Stand-Up) 16-50 People 51+ People City of RPV Pricing $300.00 N/A N/A City Facility Permit Trump Pricing N/A $475.00 $750.00 Due to City The City will receive $475.00 per event (16 to 50 people) from Trump and $750.00 per event (51+ people) from Trump, to be paid to the City on a quarterly basis, per event. In addition to the larger ceremonies outlined above, Recreation and Parks Staff will offer the option for small stand-up ceremonies (for up to 15 people) for one hour without involving Trump 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. This fee is paid by the party reserving the park. The use of chairs, props such as large arches, etc. is not allowed during small stand-up ceremonies. However, Staff will continue to provide a portable public address/sound system with a wireless microphone for the ceremony. Staff will notify Trump, at time of booking, any time a small stand-up ceremony is permitted by the City to ensure there are not conflicting events. However, if a stand-up ceremony has also reserved a Trump reception room, Trump may handle the reservation and then remit a $475.00 fee to the City. In accepting this agreement, the City acknowledges and agrees that Trump may charge its own fees, in 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 Trump except those identified in the agreement. ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Direct Staff to revise the agreement with Trump for approval at a subsequent City Council meeting 2. Do not extend the current agreement with Trump beyond its current expiration date of August 20, 2018. 2 01203.0001/480194.1 1 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 ____ day of ________, 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.1 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. A-1 01203.0001/480194.1 2 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 A-2 01203.0001/480194.1 3 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. A-3 01203.0001/480194.1 4 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 A-4 01203.0001/480194.1 5 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 A-5 01203.0001/480194.1 6 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 A-6 01203.0001/480194.1 7 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. A-7 01203.0001/480194.1 8 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 Willmore, City Manager ATTEST: Emily Colburn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney TRUMP NATIONAL: VH PROPERTY CORP., a Delaware corporation, dba Trump National Golf Club Los Angeles By: Name: Title: By: Name: 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. A-8 01203.0001/480194.1 STATE OF CALIFORNIA ) ) ss. COUNTY OF _______________ ) On ___________________, 201_ before me, __________________________________, a notary public, personally appeared ________________________________________ 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. _________________________________________ Notary Public SEAL: 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. A-9 01203.0001/480194.1 STATE OF CALIFORNIA ) ) ss. COUNTY OF _______________ ) On ___________________, 201_ before me, __________________________________, a notary public, personally appeared ________________________________________ 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. _________________________________________ Notary Public SEAL: 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. A-10