Run for Myles - FY2024-008 MOU Page | 1
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND RUN FOR MYLES
FOR
RPV’S RUN FOR MYLES 1K, 5K, AND 10K EVENT
This Memorandum of Understanding (“MOU”), is made and entered on August 15,
2023 (“Effective Date”), by and between the City of Rancho Palos Verdes (“City”), a
California municipal corporation, and Run for Myles a non-profit 501(c)(3) organization
(“Organization”) located at 26 Pepper Tree Lane, Rolling Hills Estates, CA, 90274. The
City and the Organization may be referred to collectively or individually as “Parties” or
“Party.”
RECITALS
A. Myles Helm was an individual who completed races including two Ironman World
Championships and over 60 marathons, 20 of which he ran in Rancho Palos
Verdes.
B. The City of Rancho Palos Verdes is celebrates its September 7, 2023 50th
anniversary on September 9. 2023.
C. The Parties seek to commemorate Myles Helm and the City’s 50th anniversary by
co-hosting a 1k, 5k, and 10k running event on September 9, 2023 (“RPV’s Run for
Myles” or “Event”). Participating in the Event will contribute to preserving parks and
trails in Rancho Palos Verdes. All proceeds from the Event will go directly to the
City for the purpose of preserving the City’s parks and trails.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits to be derived by the
Parties, and of the promises contained in this MOU, the Parties agree as follows:
Section 1. Recitals. The recitals set forth above are incorporated into this MOU.
Section 2. Term. This MOU will remain in effect and can be renewed annually
from the Effective Date, subject to Section 6, below.
Section 3. Parties’ Obligations.
A. Organization’s Obligations.
1. Organization will provide all necessary services not explicitly provided by
the City, and may do so through third party providers, at its discretion.
2. Organization will organize RPV’s Run for Myles, a 1k, 5k, and 10k run to
take place on September 9, 2023 for the purpose of honoring Myles Helm and to raise
funds for the City’s parks and trails. Between 500 and 1,000 people are anticipated to
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participate. The event kicks off at 7 AM with registration open to the public for check-in. At
7:45 AM, announcements are made, and a warm-up session takes place to prepare
participants. The 10K race begins at 8 AM, followed by the 5K race at 8:15 AM, and the
1k race at 9:45 AM. Afterward, at 10:15 AM, there will be announcements and awards to
recognize outstanding participants. The race will begin at 31501 Palos Verdes Drive
West, Rancho Palos Verdes, CA 90275, and will end at 12:30 PM. Organization is
responsible for all organizational aspects of the event, including prompt cleanup, which
shall be completed no later than 1:00pm.
3. Organization will temporarily place caution tape along a route along a
scenic view of the City; the location is more particularly depicted in Exhibit “A”.
Organization’s route will circulate for a 1 kilometer, a 5 kilometer, and a 10 kilometer area
around the City. Organization shall be solely responsible for the purchase and
maintenance of the caution tape, and shall ensure that it is maintained in a good and
clean condition.
Organization shall only remove the RPV’s Run for Myles 1k, 5k, and 10k
caution tape at the request of City, which request shall be made based on good cause.
The caution tape shall not otherwise be removed unless the caution tape constitutes a
danger to the public health and safety.
4. Run for Myles and A5 Events shall each maintain event liability insurance in
the amount of $1,000,000 in Commercial General Liability (per occurrence), $2,000,000
in General Aggregate, $1,000,000 in Automobile Liability (per accident for bodily injury
and property damage), and $1,000,000 Liquor Liability or Liquor Legal Liabilities (per
occurrence).
5. RPV’s Run for Myles shall only temporarily interfere with the operation of
the public roadway.
6. Organization shall pay all fees associated with the event including but not
limited to: Sheriff’s Department fees, rental fees for parking lot(s), staffing fees, Point
Vicente Interpretive Center lawn area rental fees.
7. Organization shall submit a Special Event Permit application including event
liability insurance in the amount specified above.
8. Organization shall submit a Traffic Control Plan for City acceptance as part
of as part of the Special Event Permit application. Organization shall implement the
accepted Traffic Control Plan and shall be responsible for all costs associated with
preparation, review, acceptance, implementation, and all associated and related costs of
the Traffic Control Plan. Organization will provide personnel, materials, and equipment to
implement and manage traffic control for the duration of event according to the Traffic
Control Plan accepted by the City.
9. Organization shall contact the Los Angeles County Sheriff’s Department to
provide emergency services including police.
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10. Organization shall provide waste receptacles.
11. Organization shall provide custodial support.
12. Organization shall provide portable restroom facilities and portable sinks.
13. Organization shall provide event security and crowd control.
14. Organization shall provide a Stage and a Sound System for participating
bands.
15. Organization shall provide staff to manage parking.
16. Organization shall obtain a permit for tents and structures by coordinating
with the Los Angeles County Fire Department.
B. City Obligations.
1. City shall provide space for the temporary placement of the caution tape in
the public roadway, as depicted in Exhibit “A”, at no charge to Organization.
2. City shall provide access to Point Vicente Interpretive Center lawn area for
a fee to Organization.
3. City shall provide parking at the Point Vicente Interpretive Center parking lot
for a fee to Organization. City shall provide parking at Rancho Palos Verdes City Hall to
Organization.
4. City shall review the Traffic Control Plan submitted with Organization’s
Special Event Permit. Upon Organization completing the Traffic Control Plan to the
satisfaction of the City, the City shall accept the Traffic Control Plan.
Section 4. Indemnification; Release. Organization must indemnify, defend and
hold harmless the City, its elected and appointed officers, employees, agents, and
volunteers (“City Indemnitees”) from and against any and all liability, including but not
limited to demands, claims, actions, fees, costs and expenses (including attorney and
expert witness fees), arising from and/or relating to the performance of this Contract,
except for such loss or damage arising from the sole negligence or willful misconduct of
the City Indemnitees.
Section 5. Termination; Withdrawal. This MOU may be terminated upon a 60-
day notice written request of either Party.
Section 6. General Provisions
A. Notices. Any notices, invoices, or reports relating to this MOU, and any
request, demand, statement, or other communication required or permitted hereunder
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must be in writing and be delivered to the representatives of the Parties at the
addresses set forth below. The Parties shall promptly notify each other in writing of any
change of contact information, including personnel changes.
City of Rancho Palos Verdes
Attn: Ara Mihranian, City Manager
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
email: aram@rpvca.gov
Run for Myles
Attn: Jill Helm
46-E Peninsula Center Dr. #390,
Rolling Hills Estates, Ca 90274
email: runformyles501c3@gmail.com
B. Relationship of the Parties. The Parties are, and will at all times remain as
to each other, wholly independent entities. No Party to this MOU will have power to incur
any debt, obligation, or liability on behalf of any other Party unless expressly provided to
the contrary by this MOU. No employee, agent, or officer of a Party will be deemed for
any purpose whatsoever to be an agent, employee, or officer of another Party.
C. Amendment. The terms and provisions of this MOU may not be amended,
modified, or waived, except by an instrument in writing signed by both Parties.
D. Law to Govern. This MOU is governed by, and will be interpreted,
construed and enforced in accordance with the laws of the State of California.
E. Severability. If any provision of this MOU is to be determined by any court
of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, then the
remainder of this MOU will not be affected, and this MOU will be construed as if the
invalid, illegal, or unenforceable provision had never been contained in this MOU.
F. Entire Agreement. This MOU constitutes the entire agreement of the
Parties with respect to the subject matter of this MOU.
G. Waiver. Waiver by any Party to this MOU of any term, condition, or
covenant of this MOU will not constitute a waiver of any other term, condition, or
covenant. Waiver by any Party to any breach of the provisions of this MOU will not
constitute a waiver of any other provision, nor a waiver of any subsequent breach or
violation of any provision of this MOU.
H. Counterparts. This MOU may be executed in counterparts, each of which
will be an original, but all of which taken together will constitute one and the same
instrument.
I. The Parties have been represented by counsel in the preparation and
negotiation of this MOU. Accordingly, this MOU will be construed according to its fair
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language. Any ambiguities will be resolved in a collaborative manner by the Parties and
will be rectified by amending this MOU as described in Section 6(C).
[Signatures on following page.]
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The Parties have caused this MOU to b e executed by their duly authorized
representatives and affixed as of the date of signature of the Parties:
“CITY”
CITY OF RANCHO PALOS VERDES, a
municipal corporation
By:_________________________
Barbara Ferraro, Mayor
“ORGANIZATION”
RUN FOR MYLES, a 501(c)(3) nonprofit
corporation
By:_________________________
_________________, President
ATTEST
By: _________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM
Aleshire & Wynder, LLP
By:_________________________
William W. Wynder, City Attorney
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EXHIBIT “A”
RPV’S RUN FOR MYLES 1K/5K/10K MAP
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DocuSign Envelope ID: D5B8ACFB-F668-4C26-9105-E3042950432F
Certificate Of Completion
Envelope Id: D5B8ACFBF6684C269105E3042950432F Status: Completed
Subject: Complete with DocuSign: Final_RPV_S Run for Myles_MOU.pdf
Source Envelope:
Document Pages: 7 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Cheri Bailiff
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
cherib@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
9/5/2023 7:54:15 AM
Holder: Cheri Bailiff
cherib@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Jill Helm
jillhelm3@gmail.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 38.140.62.98
Signed using mobile
Sent: 9/5/2023 8:03:10 AM
Viewed: 9/5/2023 12:00:18 PM
Signed: 9/5/2023 12:01:38 PM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2023 12:00:18 PM
ID: 55942789-3094-4eab-8908-73f78496ab95
William W. Wynder
wwynder@awattorneys.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 9/5/2023 12:01:39 PM
Viewed: 9/5/2023 12:02:22 PM
Signed: 9/5/2023 12:03:14 PM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2023 12:02:22 PM
ID: 848b6238-af6e-4a4b-b6c3-3446f377ab3a
Barbara Ferraro
barbara.ferraro@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.211.255.186
Signed using mobile
Sent: 9/5/2023 12:03:15 PM
Viewed: 9/6/2023 1:35:46 AM
Signed: 9/6/2023 1:37:49 AM
Electronic Record and Signature Disclosure:
Accepted: 9/6/2023 1:35:46 AM
ID: d2669250-4715-4a9b-9041-72475ea143a4
Teresa Takaoka
terit@rpvca.gov
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 72.34.97.146
Sent: 9/6/2023 1:37:50 AM
Viewed: 9/7/2023 1:02:37 PM
Signed: 9/7/2023 1:02:44 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheri Bailiff
cherib@rpvca.gov
Permit Technician I (PW)
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 9/7/2023 1:02:45 PM
Resent: 9/7/2023 1:02:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Clerk
cityclerk@rpvca.gov
Security Level: Email, Account Authentication
(None)
Sent: 9/7/2023 1:02:46 PM
Viewed: 9/7/2023 1:12:24 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2023 8:03:10 AM
Envelope Updated Security Checked 9/5/2023 8:03:54 AM
Envelope Updated Security Checked 9/5/2023 8:03:54 AM
Certified Delivered Security Checked 9/7/2023 1:02:37 PM
Signing Complete Security Checked 9/7/2023 1:02:44 PM
Completed Security Checked 9/7/2023 1:02:46 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Jill Helm, William W. Wynder, Barbara Ferraro, City Clerk
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