Portuguese Bend Cooperative Nursery School (2012) c"Y
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LICENSE AGREEMENT
BETWEEN THE CITY OF RANCHO PALOS VERDES AND THE PORTUGUESE
BEND COOPERATIVE NURSERY SCHOOL FOR THE USE OF A PORTION OF
ABALONE COVE BEACH DURING THE 2012-2013 SCHOOL YEAR
This document is an Agreement between the City of Rancho Palos Verdes(the"City")and
the Portuguese Bend Cooperative Nursery School (the "School") to permit utilization of a
portion of Abalone Cove Beach by the School.
LICENSE: City hereby grants to School a nonexclusive license to use the Premises, as
defined in this Agreement, subject to the terms and conditions set forth herein, at no cost
and for the purpose of conducting a non-profit parent participation daycare nursery school.
TERM:The term of this Agreement commences on September 1, 2012 and terminates on
June 30, 2013, unless sooner terminated pursuant to the terms of this Agreement. Use of
the Premises by the School is limited to Tuesdays,Wednesdays,and Thursdays only,from
8:30 a.m. to 12:00 p.m.
PREMISES: The term "Premises" refers to that portion of the Abalone Cove Beach just
east of the lifeguard station,commonly described as the playground area,consisting of two
small sheds, various items of outdoor playground equipment within a fenced area, and
storage, restroom and kitchen facilities within the adjacent permanent structure.
STUDENT: Regarding the School, the term "Student" shall include, but is not limited to,
any person,whether adult or child,who participates for any period of time in one or more of
the School's activities or is otherwise on the Premises in affiliation with the School for any
reason. "Student" includes a participant's parent or legal guardian if that participant is a
minor.
SCHOOL'S RESPONSIBILITIES: The School shall comply with all of the following:
a. Comply with and abide by all applicable rules and regulations adopted by the
City;
b. Comply with all applicable City, county, state and federal laws, and in the course
thereof obtain and keep in effect all permits and licenses that are required to
conduct the authorized activities on the Premises;
c. Maintain the area occupied in a clean and sanitary condition at all times, and
report to Maintenance Superintendent(310-544-5336) all vandalism and/or
damage to the Premises by man-made or natural causes;
d. Operate without interfering with the public use of the Premises;
e. Remove any official, officer, employee, agent, volunteer or Student who fails to
conduct the authorized activities on the Premises in the manner described in this
Agreement;
f. Not utilize or allow any of its officials, officers, employees, agents and volunteers
to utilize any vehicle exceeding 6,000 pounds gross vehicle weight within any
area other than the upper parking lot, so that such vehicles are precluded from
the entire Abalone Cove Beach, including the lower parking area that is located
adjacent to the Abalone Cove Beach;
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g. Not allow more than seven (7)vehicles belonging to the School or its officials,
officers, employees, agents, volunteers or Students to be parked in the "on
beach" parking lot;
h. Require that all vehicles used for the purpose of delivering or retrieving
participants shall be parked off of the road in the cleared space provided at the
ingress/egress gate;
i. Keep the road and its access clear at all times for City and emergency vehicles;
j. Cause to be repaired any and all damaged property arising out of the conduct of
School's activities on the Premises;
k. Upon termination of this Agreement, restore the area occupied to the condition
that existed prior to the commencement of the activities authorized by this
Agreement, other than as a result of ordinary wear and tear and damage or
destructio n from forces beyond the control of the School;
I. Provide all security devices required for the protection of the fixtures and
personal property used inthe conduct of the authorized activities of the School
from theft, burglary or vandalism, provided written approval for the installation
thereof is first obtained from the Director of Recreation and Parks;
m. Not display advertising signs on or near the Premises other than signage
displaying the name of the School;
n. Employ an independent lifeguard any time School activities are in or near the
water or any time the School's Students who are minors have reasonable access
to the water; and
o. Permit the Director of Recreation and Parks or other authorized representatives
of the City to enter the Premises at any time.
ALTERATIONS AND IMPROVEMENTS: School accepts the Premises in its present state
and condition and waives any and all demands upon the City for alteration or improvement
thereof. School shall make no alterations or improvements to the Premises without the
written prior approval of the Director of Recreation and Parks. Any alterations,additions,or
betterments to the Premises shall become the property of City upon termination of this
Agreement.
INDEMNITY: School shall defend, indemnify and hold harmless the City and its officials,
officers,employees,agents and volunteers free and harmless from all tort liability,including
liability for claims, suits, actions, expenses or costs of any kind,whether actual, alleged or
threatened, actual attorneys'fees, experts'fees, or court costs incurred by the City,to the
extent arising out of or In any way connected with, in whole or in part,the negligent or other
wrongful or reckless acts, omissions or willful misconduct of the School or any of the
School's officials, officers, employees, agents, volunteers and Students in the use of the
Premises, except for such loss or damage arising from the sole negligence or willful
misconduct of the CITY. This includes but is not limited to claims, suits and liabilities for
bodily injury, death or property damage to any individual or entity, including officials,
officers, employees, agents, volunteers or Students of the School.
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INSURANCE:
a. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of general liability insurance with
minimum limits of one million dollars ($1,000,000) for each occurrence and two
million dollars ($2,000,000) general aggregate for bodily injury, death, loss or
property damage in relation to this Agreement. The general liability insurance shall
contain endorsements naming the City and its officers, officials, agents and
employees as additional insured.
b. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of Automobile Liability Insurance as
required by law.
c. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect Workers' Compensation insurance as required by the
law.
d. All insurance policies shall be issued by an insurer admitted to do business in the
State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or
better.
e. All insurance policies shall provide that insurance coverage shall not be cancelled
by the insurance carrier without thirty(30)days prior written notice to City or ten(10)
days if cancellation is due to nonpayment of premium. School agrees that it will not
cancel or reduce said insurance coverage.
f. School agrees that if it does not keep the aforesaid insurance in full force and effect
throughout the full term of this Agreement, City may immediately terminate this
Agreement.
g. School shall file with the City prior to commencement of this Agreement either
certified copies of said policies or certificates of insurance executed by the company
or companies issuing the policies, certifying that the policies are in force in the
required amounts. At all times during the term of this Agreement, School shall
maintain on file with the City Clerk the certified copies of the policies or the
certificates of insurance showing that the aforesaid policies are in effect in the
required amounts.
h. The insurance provided by School shall be primary to any coverage available to
City. The insurance policies (other than Workers' Compensation) shall include
provisions for waiver of subrogation.
SUSPENSION OF USE OF PREMISES: Upon notice from the City that improvements are
required on or near the Premises,the School shall temporarily relocate within ten(10)days
of the City's notice until the improvements are completed. In the event that an authorized
representative of the City finds that the activities being held on the Premises endanger the
health and/or safety of persons on or near the Premises, or in the event that the City
determines that there is a potential emergency or any other risk to the Students, the City
shall notify the School to cease the activities or cease its use of the Premises, at the City's
discretion, and the School shall immediately comply.
TERMINATION: The City or the School may terminate this Agreement upon ninety(90)
days advance written notice to the other party,with or without cause. School agrees that if
default shall be made in any of the provisions of this Agreement, or if City determines that
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the continued operation of the School at the premises poses a risk to the Students, City
may immediately revoke and terminate this Agreement.
ASSIGNMENT: Neither this Agreement nor any part thereof shall be assigned by School
without the prior written consent of the City.Any such purported assignment without written
consent shall be null and void, and School 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.
INDEPENDENT CONTRACTOR: School 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 School or any of the School's employees, except as herein set forth.
School 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. School shall not, at any time or in any
manner, represent that it or any of its officials, officers, agents, employees, volunteers or
Students are in any manner agents or employees of City.School shall fully comply with all
Workers' Compensation laws regarding School and its employees. School further agrees
to indemnify and hold the City harmless from any failure of School to comply with
applicable Workers' Compensation laws.
ENTIRE AGREEMENT: This Agreement represents the entire and integrated agreement
between City and School and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended, or
provisions or breach may be waived, only by a subsequent written agreement signed by
both parties.
CONSTRUCTION: In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
SEVERABILITY: If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
NON-WAIVER OF TERMS, RIGHTS AND REMEDIES: Waiver by either party of any one
or more of the conditions of performance under this Agreement shall not be a waiver of any
other condition of performance under this Agreement. In no event shall the making by the
CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY
of any breach of covenant, or any default which may then exist on the part of
CONSULTANT,and the making of any such payment by the CITY shall in no way impair or
prejudice any right or remedy available to the CITY with regard to such breach or default.
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
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person or (b) by certified mail, postage prepaid, and addressed to the parties at the
addresses stated below, or at such other address as either party may hereafter notify the
other in writing as aforementioned:
To CITY:
Holly Starr, Recreation Services Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To SCHOOL:
Sandy Holderman
3420 Palos Verdes Drive West
Rancho Palos Verdes, CA 90275
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
PORTUGUESE BEND COOPERATIVE NURSERY SCHOOL
dt ALA :.VVIP
Sandy Holderman, Director
CITY OF RANCHO PALOS VERDES
4 A
Anthony MiseticI , Mayor
ATTEST:..
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c,2,e/02—J
Carla Marrealer City Clerk
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