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I <br /> % <br /> CITY OF RANCHO PALOS VERDES <br /> AGREEMENT FOR: <br /> Management of Rentals at Founders Park <br /> THIS AGREEMENT ("Agreement") is made and entered this/0(4. 2012 by <br /> and between the CITY OF RANCHO PALOS VERDES (hereinafter referred to as "City"), <br /> and VH PROPERTY CORP. (hereinafter referred to as "Contractor") with respect to the <br /> following facts and circumstances: the purpose of this Agreement is to memorialize the <br /> procedures and policies pertaining to the cooperative agreement between City and <br /> Contractor to manage events that are held at Founders Park. <br /> 1. Scope of Services. Contractor shall assist City with the management of rentals at <br /> Founders Park. The responsibilities of Contractor and City are set forth Exhibit "A" <br /> hereto, which is incorporated herein by this reference. <br /> 2. Term. The Agreement shall commence on March 18, 2013, provided the Certificates of <br /> Insurance are current on that date, and end on September 17, 2014, unless sooner <br /> terminated pursuant to Section 8 of this Agreement. <br /> 3. Compensation. City shall remit payment to Contractor for services provided in <br /> connection with the rental of Founders Park, pursuant to the terms of Exhibit "A." <br /> 4. Independent Contractor. Contractor is and shall at all times remain, as to the City, a <br /> wholly independent contractor. Neither the City nor any of its agents shall have control <br /> over the conduct of Contractor or any of the Contractor's employees, except as herein <br /> set forth, and Contractor is free to dispose of all portions of its time and activities which <br /> it is not obligated to devote to the City in such a manner and to such persons, firms, or <br /> corporations at the Contractor wishes except as expressly provided in this Agreement. <br /> Contractor shall have no power to incur any debt, obligation, or liability on behalf of the <br /> City or otherwise act on behalf of the City as an agent. Contractor shall not, at any time <br /> or in any manner, represent that it or any of its agents, servants or employees, are in <br /> any manner agents, servants or employees of City. Contractor agrees to pay all <br /> required taxes on amounts paid to Contractor under this Agreement, and to indemnify <br /> and hold the City harmless from any and all taxes, assessments, penalties, and interest <br /> asserted against the City by reason of the independent contractor relationship created <br /> by this Agreement. Contractor shall fully comply with the workers' compensation law <br /> regarding Contractor and its employees. Contractor further agrees to indemnify and <br /> hold the City harmless from any failure of Contractor to comply with applicable workers' <br /> compensation laws. The City shall have the right to offset against the amount of any <br /> fees due to Contractor under this Agreement any amount due to the City from <br /> Contractor as a result of its failure to promptly pay to the City any reimbursement or <br /> indemnification arising under this Article. <br /> 5. Assignment. This agreement may not be assigned by Contractor, in whole or in part, <br /> R6876-0001/1213665-6 1 <br />