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HomeMy WebLinkAboutC24160 Marriott Resorts Hospitality Corp - Shadow Ridge - Shopper Hopper ServiceCITY OF PALM DESERT STAFF REPORT REQUEST: AUTHORIZE MAYOR TO SIGN AN "AUTHORIZATION AND REQUEST FOR SHOPPER HOPPER SERVICES" WITH THE MARRIOTT RESORTS HOSPITALITY CORPORATION ON BEHALF OF SHADOW RIDGE ASSOCIATIONS (Contract No. C24160) SUBMITTED BY: RUTH ANN MOORE, BUSINESS SUPPORT MANAGER DATE: AUGUST 25, 2005 CONTENTS: AGREEMENT Recommendation: By Minute Motion, authorize the Mayor to sign an "Authorization and Request for Shopper Hopper Service" agreement with the Marriott Resorts Hospitality Corporation (MRHC) on behalf of Shadow Ridge Resort Associations. Executive Summary: Approval of the motion will allow for access to the property, known as Marriott Shadow Ridge Timeshare Resort, by the Shopper Hopper. Denial of the motion will not provide indemnification by both parties resulting in denial of access to the property by the Shopper Hopper. Discussion: There is a desire to add the 1,000-timeshare units to the Shopper Hopper route. Because the resort is also a homeowners' association, in addition to insurance requirements, MRHC is requiring indemnification for claims arising out of the operation and maintenance of the Shopper Hopper. The attached agreement has been reviewed, edited, and approved by the City Attorney; therefore, staff recommends approval of the above motion. itte by: �uth n Moore Business Support Manager Approval: A rl6 us in McCarthy, ACM �vopment Carlos L. Ort City Manager G \6uSC16Ruth Ann Wore\word datalShopper HopperlShopper Hopper Agreement Shadow Ridge doc Authorization and Request for Shopper Hopper Service THIS AUTHORIZATION AND REQUEST FOR SHOPPER HOPPER SERVICE AGREEMENT ("Agreement") is made and entered into this day of , 2005 between Marriott Resorts Hospitality Corporation ("MRHC"), on behalf of Shadow Ridge Master Association, Shadow Ridge Condominium Association and Shadow Ridge Timeshare Association (collectively, the "Associations"), and the City of Palm Desert ("C A"), a municipality with administrative offices located at 73-510 Fred Waring Drive, Palm Desert, California 92260. WHEREAS, City, under contract with SunLine Transit Agency ("SunLine"), conducts a "Shopper Hopper" transportation service ("Service") to connect various shopping and hotel destinations along a specified route in the City; and WHEREAS, MRHC, on behalf of the Associations, operates and manages that certain resort located at 9003 Shadow Ridge Road, Palm Desert, California 92211, known as Marriott's Shadow Ridge ("Resort"); and WHEREAS, MRHC and City each desire to allow Resort owners and their guests to utilize the Service by having SunLine include the Resort as a stop in the Shopper Hopper program. NOW, THEREFORE, the parties agree as follows: 1. Terms of Service. MRHC and City agree that the Service will be provided subject to the following conditions and restrictions: (a) Transportation in the Shopper Hopper shuttle will be free of charge to customers; (b) Shopper Hopper service may be cancelled at any time, and without notice or cause, at SunLine's exclusive discretion; (c) Service to the Resort will be included in the Shopper Hopper schedule, subject to change by City and/or SunLine, at their discretion, and without notice; (d) Scheduled stop times are approximate and may change to accommodate the different service needs of other Shopper Hopper program participants. 2. Indemnification. Except for gross negligence or willful misconduct, each party agrees to indemnify, protect, and defend the other party and the other party's officers and employees from, and against, any and all losses, claims, actions, fines, penalties, demands, damages, liabilities, and expenses (collectively, "Claims") arising out of the operation and maintenance, as delineated in this Agreement, of the Shopper Hopper. (a) Subject to the limitations set forth above in this Section 2, City agrees to indemnify MRHC against Claims arising from: G.tBusClr\Ruth Ann Moore\word data%Shopper Hoppe6Shopper Hopper Shuttle Service agreement Shadow Ridge doc (i) Any dangerous, hazardous, unsafe or defective condition of, in, or on the Shopper Hopper vehicle, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any negligent use of the vehicle by City, its officers, agents, employees, or subcontractors; (ii) Any operation conducted upon, or any use or occupation of, the Resort property by City, its officers, agents, employees, or subcontractors under the provisions of this Agreement or otherwise; (iii) Any act, omission, or negligence by City, its officers, agents, employees, or Subcontractors; (iv) Any failure by City, its officers, agents, or employees to comply with any of the terms or conditions of this Agreement or any applicable federal, state, regional, or municipal law, ordinance, rule or regulation. (b) Subject to the limitations set forth above in this Section 2, MRHC agrees to indemnify City against Claims arising from: (i) Any dangerous, hazardous, unsafe or defective condition of, in, or on the Resort property, that is in any manner associated with, or related to, Shopper Hopper shuttle vehicle route, shuttle passenger transfer station location, or Shopper Hopper passengers either before fully entering the shuttle vehicle or upon fully exiting the shuttle vehicle, which may exist by reason of any act, omission, neglect, or any negligent use of the Resort property by MRHC, its officers, agents, employees, or subcontractors; (ii) Any failure by MRHC, its officers, agents, or employees to comply with any of the terms or conditions of this Agreement or any applicable federal, state, regional, or municipal law, ordinance, rule or regulation. 3. Defense of Claims. In the event either party to this Agreement is made a party to any action, lawsuit, or other adversarial proceeding which is subject to the indemnification provisions of Section 2 hereof, the indemnifying party shall provide the other an exclusive defense and shall be obligated to promptly pay any final judgment or portion thereof rendered against the indemnified party. That payment, or any other claim for indemnification for losses under this Agreement, shall be reduced by any amount received from any insurance policy regarding such losses, or realized as tax savings because of such losses. 4. Authority. By signing this letter below, each of the parties' signatories represents and warrants that they have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and that they have read and understood this Agreement, and hereby agree to all of the terms contained herein. * Signatures on following page* OA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. MARRIOTT RESORTS HOSPITALITY CORPORATION, on behalf of the Associations By: Name: Title: CITY OF PALM DESERT By: Name: Title: Mavor 3