CC SR 20170905 F - Portuguese Bend Nursery SchoolRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 09/05/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to extend the Agreement with Portuguese Bend
Cooperative Nursery School for use of the Beach School Property.
RECOMMENDED COUNCIL ACTION:
(1) Renew the agreement with Portuguese Bend Cooperative Nursery School for
use of the Beach School Property for a further three (3) years (September 1,
2017, to June 30, 2020).
FISCAL IMPACT: See discussion below.
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. Portuguese Bend Cooperative Nursery School 2016-17 Agreement (page
A-1)
B. First Amendment to Portuguese Bend Cooperative Nursery School First
Amendment (page B-1)
BACKGROUND AND DISCUSSION:
The Portuguese Bend Cooperative Nursery School ("School") has been in operation
since 1953, when Mrs. Frank Vanderlip offered her beach cottage at Abalone Cove as a
site for an informal school for her children and for the children of a few neighbors. In
1975, after the County of Los Angeles (County) purchased the property, the City of
Rancho Palos Verdes leased the area from the County and the School was allowed to
continue its operations. In 1988, the City acquired the property from the County and the
School continued at this location. The School currently utilizes a portion of the beach
sand area enclosed by fencing near the County lifeguard tower, the adjacent roofed
patio area, and the flagstone area and includes a small building that houses restroom
facilities, a kitchen, and craft areas ("Facilities"). The School is administered by a non-
profit unincorporated association established in the 1950s for the purpose of providing
preschool education.
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Approximately thirty (30) children currently attend the School from September through
June on Tuesdays, Wednesdays, and Thursdays from 8:30 AM to 12:00 PM ("Standard
School Hours"). The School is primarily operated and maintained by parents, with one
(1) paid director and one (1) paid teacher. When the School is not in session, the
outdoor playground is available to the public. During the summer, some holidays and
weekends, the County lifeguards also utilize the Facilities.
In 2016, the School requested an extension of their prior year-to-year license
agreement, which expired June 30, 2016. The City Attorney recommended using a
lease agreement ("Lease") (Attachment A) to replace the previous license agreement.
The Lease permitted the School to use the Facilities for one (1) additional school year
from September 1, 2016, to June 30, 2017, for the Standard School Hours. The School
could request additional use of the facilities for School -related activities, which use is
subject to the prior approval of the City's Director of Recreation and Parks ("RP
Director"). Either party could terminate the Lease upon ninety (90) days' prior written
notice, or the City can terminate at any time if necessary for public safety. The Lease
was reviewed and approved by Staff, the City Attorney and the School. City Council
approved the Portuguese Bend Cooperative Nursery School 2016-17 Agreement at the
October 5, 2016, City Council meeting.
The School has requested an extension of the prior 1 -year Lease which expired June
30, 2017. City Staff and the City Attorney are recommending a First Amendment
(Attachment B) to the Lease Agreement, thereby extending the Lease for an additional
3 -year term that will terminate on June 30, 2020. The First Amendment has been
reviewed and approved by Staff, the City Attorney and the School.
FISCAL IMPACT:
The City will receive rent from the School for use of the Facilities at a rate of $15 per
hour, pursuant to the Department of Recreation and Parks fee schedule that was
approved by the City Council. From time to time, the School has made minor
improvements to the facility, with the City's permission. The School will receive credit
for maintenance services and improvements performed by its volunteers. Any work
must be preapproved by the City and the City will review and approve the work upon
completion. The School will receive a credit against Rent for volunteer hours (at a rate
of $23 per hour plus out-of-pocket expenses) for City -approved maintenance work and
improvements. However, the special credits may not exceed 50% of the total Rent due
to the City. For example, if the School uses the facility for 400 hours at $15/hour, then
$6,000 in rent is due. Therefore, the School can receive a maximum credit of $3,000 for
City -approved volunteer time and out-of-pocket expenses. The City will receive a
minimum of $3,000 in annual rent.
The School will deliver to the City a monthly report summarizing the actual hours used
by the School and a detailed summary of special credits. Since the amount of the rent
will be relatively small and subject to special credits, the Lease provides for the Rent to
be paid annually but in arrears.
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ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Renew the Lease with the School for a different term.
2. Do not renew the Lease with the School.
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LEASE AGREEMENT
This Lease Agreement ("Lease") is made as of September 1, 2016 ("Effective Date") by and
between the City of Rancho Palos Verdes, a municipal corporation ("Landlord") and the Portuguese
Bend Nursery School, a California non-profit association ("Tenant").
RECITALS:
A. Landlord owns and controls that certain real property commonly known as Abalone Cove Beach
and commonly identified as 5970 Palos Verdes Dr S, Rancho Palos Verdes, CA 90275
("Beach").
B. Tenant operates a non-profit parent participation nursery school.
C. Landlord and Tenant have previously entered into that certain License Agreement dated by
Landlord on September 16, 2015 for the limited use of the certain areas and facilities on the
Beach ("License Agreement') which terminated on June 30, 2016 and is of no current force or
effect.
D. The parties desire to enter into an agreement for Tenant's use of the Beach area as set forth
herein.
NOW, THEREFORE, the parties agree as follows.
AGREEMENT
LEASE. Upon the terms and conditions of this Lease, Landlord hereby leases to Tenant and
Tenant leases from Landlord the exclusive right to use the Premises (as defined in Section 2)
from 9 a.m. to 12 noon on Tuesdays, Wednesdays, and Thursdays only ("Regular Hours"). In
addition to Regular Hours, Tenant may use the Premises from time to time for school related
events upon written request to and written approval by, the Director of Recreation and Parks, or
his/her designee ("RP Director") on behalf of Landlord ("Additional Hours")
2. PREMISES.
2.1. Premises. As used herein, the term "Premises" shall mean that portion of the Beach
just east of the lifeguard station, commonly described as the playground area,
consisting of two (2) small sheds, a fenced area, and storage, restroom and kitchen
facilities within the adjacent permanent structure as depicted on Exhibit A attached
hereto and incorporated herein by reference.
2.2. Right to Temporarily Relocate. Upon notice from Landlord that certain improvements
are required on or near the Premises ("Improvements"), Tenant shall temporarily
relocate within ten (10) days of Landlord's notice until the Improvements are completed.
Upon completion of the Improvements, Landlord shall notify Tenant which may
commence to use the Premises.
3. TERM; EARLY TERMINATION; SUSPENSION.
3.1. Term. The term of this Lease ("Term") shall commence on September 1, 2016
("Commencement Date") and terminate on June 30, 2017 ("Termination Date"),
unless sooner terminated pursuant to the terms of this Lease.
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3.2. Early Termination. Either party may terminate this Lease with or without cause upon
ninety (90) days advance written notice to the other party. Upon Tenant's Default (as
defined in Section 8.1) or if Landlord determines that the continued operation of Tenant
at the Premises poses a health or safety risk to the Participants (as defined in Section
5.2), Landlord may immediately terminate this Lease upon written notice to Tenant.
3.3. Right to Immediately Suspend Lease. In the event that an authorized representative
of Landlord 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 Landlord
determines that there is a potential emergency or any other risk to the Participants,
Landlord may notify Tenant to cease the activities or cease its use of the Premises, at
Landlord's discretion, and Tenant shall immediately comply.
3.4. Holding Over. Any holding over after the expiration of the Term, with or without the
consent of Landlord, express or implied, shall be construed to be a tenancy from month
to month, cancellable upon thirty (30) days written notice.
4. RENT.
4.1. Annual Rental. For use of the Premises for both Regular Hours and Additional Hours
during the Term, Tenant shall pay to Landlord the sum equal to Fifteen Dollars ($15)
per hour ("Hourly Rate") for actual use of the Premises ("Annual Rent'). Tenant is
obligated to provide the Monthly Reports as specified in Section 4.3. The Annual Rent
shall be calculated in accordance with Section 4.3. The Annual Rent shall be paid by
Tenant within five (5) days of its receipt of the Approved Final Report. All rental to be
paid by Tenant to Landlord shall be in lawful money of the United States of America and
shall be paid without deduction or offset, prior notice or demand.
4.2. Volunteer Credits.
(a) Volunteer Hours. Tenant may apply as a credit at the rate of Twenty -Three Dollars
($23) per hour ("Volunteer Credits") against the Annual Rent for (a) service hours
provided by volunteers for (i) Landlord approved work on the Premises, (ii) regular
maintenance service, and (b) out-of-pocket expenses incurred by Tenant for such
improvements approved by Landlord. To qualify for Volunteer Credits, Tenant shall
provide to Landlord (i) reasonable evidence of the service hours, and (ii)
documentation for out-of-pocket costs. All service work must be performed to
Landlord's reasonable satisfaction. All volunteer hours and expense reimbursements
must be submitted in writing and approved by the RP Director, before being credited
on the Monthly Report. Notwithstanding the foregoing, the total amount of Volunteer
Credits may not exceed fifty percent (50%) of the total Annual Rent due for the Term.
Example: Tenant uses the facility for 200 hours x $15 hour = $3,000. The maximum
amount of the Volunteer Credits may not exceed $1,500 for the Term.
(b) Inclement Weather. In the event that Tenant cannot use the Premises during
Regular Hours due to inclement weather, Tenant shall not be obligated to pay the
Hourly Rate for such time period ("Rained -Out Credits"). However, to qualify for
such exemption, Tenant must report the Rained -Out Days on the Monthly Report as
required in Section 4.3 specifying the specific days and hours.
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4.3. Reports. By the fifth (5th) day of the following month during the Term, Tenant shall
provide a detailed summary in a form mutually agreeable to Tenant and Landlord
executed by Tenant verifying the following information for both the preceding month and
year-to-date: (i) total Regular Hours, (ii) hours for Special Events, (iii) any credit for
Rained -Out Credits; and (iv) Volunteer Credits ("Monthly Report"). Tenant shall
promptly provide any supporting documentation requested from time to time by
Landlord. Landlord shall review the Monthly Report and provide any comments within a
reasonable time. At the end of the Term, the final Monthly Report shall include the
calculation of the Annual Rent after reduction for Rained -Out Credits and Volunteer
Credits and be submitted to the RP Director who shall act on behalf of Landlord ("Final
Report"), If the Final Report is not approved by Landlord, Landlord shall promptly notify
Tenant in writing specifying the information in dispute. If Tenant and Landlord do not
agree as to the information and calculation on the Final Report, the parties shall meet to
resolve any amounts in dispute. Landlord shall notify Tenant in writing of its approval of
the Final Report ("Approved Final Report"). Upon receipt of the Approved Final Report
Tenant shall promptly pay the Annual Rent specified therein in accordance with Section
4.1.
4.4. Additional Rental. All monetary obligations of Tenant under this Lease shall be
additional rental and deemed "Rent" for purposes of this Lease.
4.5. Personal Property & Real Property Taxes. Tenant shall pay any and all personal
property taxes assessed against Tenant. To the extent that any ad valorem tax is
imposed, or sought to be imposed, on the Premises (either in the form of a possessory
interest tax or otherwise) as a result of Tenant's use of the Premises, Tenant shall pay
same to Landlord. Any such amounts shall be paid to Landlord within ten (10) days after
receipt of a copy of the tax bill from Landlord. Upon termination of this Lease, Tenant
shall immediately pay to Landlord any final amount of Tenant's share of such taxes and
assessments as determined by Landlord.
5. USE: DEFINITION OF PARTICIPANT.
5.1. Use. Tenant shall only use the Premises for the operation of its parent participation
daycare nursery school for Participants (as defined below) and no other purpose.
5.2. Definition of Participant. As used in this Lease, the term "Participant" 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 Tenant's activities consistent with Section 6.1 or is otherwise
on the Premises in affiliation with Tenant for any reason. "Participant" includes a
participant's parent or legal guardian if that participant is a minor.
5.3. Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or
about the Premises (a) pornographic or sexually explicit books, magazines, literature,
films or other printed material, sexual paraphernalia, or other material which would be
considered lewd, obscene or licentious: (b) any article which may be prohibited by
standard forms of fire insurance policies; (c) any controlled substances, narcotics, or the
paraphernalia related to the same; or (d) alcoholic beverages. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other parties or injure or annoy them or use or allow or permit
the Premises to be used for any improper, immoral, unlawful, or objectionable purpose.
Tenant shall not cause, maintain or permit any nuisance in or about the Premises, or
commit or suffer to be committed any waste upon the Premises.
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6. TENANT'S OBLIGATIONS. At Tenant's sole cost and expense, Tenant shall comply with all of
the following covenants:
A. Comply with and abide by all applicable rules and regulations adopted by Landlord.
B. Comply with all applicable city, county, state and federal laws, and in the course thereof
obtain and keep in effect all permits and Leases that are required to conduct the
authorized activities on the Premises.
C. Maintain the Premises occupied in a clean and sanitary condition at all times, and report
to Maintenance Superintendent (310-544-5221) 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. Promptly remove any person including any officer, employee, agent, volunteer or
Participant who fails to conduct the authorized activities on the Premises in the manner
described in this Lease.
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.
G. Not allow more than seven (7) vehicles belonging to Tenant or its officials, officers,
employees, agents, volunteers or Participants 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 the road in the cleared space provided at the ingress/egress gate.
I. Keep the road and its access clear at all times for Landlord and emergency vehicles.
J. Promptly repair or cause to be repaired any and all damaged property arising out of the
conduct of Tenant's activities on the Premises.
K. Upon termination of this Lease for any reason, restore the Premises to the condition
that existed prior to the Commencement Date, other than as a result of ordinary wear
and tear and damage or destruction from forces beyond the control of Tenant.
L. Provide all security devices reasonably necessary for the protection of the fixtures and
personal property used in the conduct of the authorized activities of Tenant from theft,
burglary or vandalism, provided written approval for the installation thereof is first
obtained from the RP Director.
M. Not display advertising signs on or near the Premises other than signage displaying the
name of Tenant.
N. Employ an independent lifeguard any time Tenant activities are in or near the water or
any time Tenant's Participants who are minors have reasonable access to the water.
O. Permit the RP Director or other authorized representatives of Landlord to enter the
Premises at any time.
7. ALTERATIONS AND IMPROVEMENTS. Tenant accepts the Premises in the state and
condition as of the Commencement Date and waives any and all demands upon Landlord for
alteration or improvement thereof. Tenant shall make no alterations or improvements to the
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Premises without the written prior approval of the RP Director acting on behalf of Landlord.
Tenant shall keep the Premises free from any liens arising out of any work performed, materials
furnished or obligation incurred by Tenant or on behalf of Tenant. Tenant shall pay or cause to
be paid any and all such claims or demands before any action is brought to enforce same
against the Premises. Notwithstanding anything to the contrary in this Lease, any and all
alterations, additions, or betterments to the Premises by Tenant shall become the property of
Landlord upon termination of this Lease and Landlord shall have no obligation to reimburse or
compensate Tenant for such improvements.
8. DEFAULT.
8.1. Default by Tenant. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant ("Default"):
(a) The failure by Tenant to make any payment of Rent or any other payment required to
be made by Tenant hereunder, as and when due, where such failure shall continue
for a period of three (3) days after written notice by Landlord to Tenant; or
(b) A failure by Tenant to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Tenant, where such failure
shall continue for a period of fifteen (15) days after written notice by Landlord to
Tenant; provided, however, that if the nature of the default involves such that more
than fifteen (15) days are reasonably required for its cure, then Tenant shall not be
deemed to be in default if Tenant commences such cure within such fifteen (15) day
period and thereafter diligently prosecutes said cure to completion.
Any notice required to be given by Landlord under this Section 8 shall be in lieu of and not
in addition to any notice required under Section 1161 of the California Code of Civil
Procedure.
8.2. Remedies. In the event of any Default by Tenant, Landlord may at any time thereafter,
without further notice or demand, rectify or cure such Default, and any sums expended
by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and
as additional rental hereunder. In the event of any such Default by Tenant, Landlord
shall have the right (i) to continue this Lease in full force and effect and enforce all of its
rights and remedies hereunder, including the right to recover the rental as it becomes
due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect
to terminate the Lease and Tenant's right to possession thereunder. Upon such
termination, Landlord shall have the right to recover from Tenant:
(a) The worth at the time of award of the unpaid rental which had been earned at
the time of termination;
(b) The worth at the time of award of the amount by which the unpaid rental which
would have been earned after termination until the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided;
(c) The worth at the time of award of the amount by which the unpaid rental for the
balance of the term after the time of award exceeds the amount of such rental
loss that Tenant proves could be reasonably avoided; and
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(d) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the lease
or which in the ordinary course of things would be likely to result therefrom.
The "worth at the time of award" of the amounts referred to in subparagraphs
(i) and (ii) above shall be computed by allowing interest at three percent (3%) over the
prime rate then being charged by Bank of America, N.A. but in no event greater than the
maximum rate permitted by law. The worth at the time of award of the amount referred
to in subparagraph (iii) above shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award plus
one percent (1 %), but in no event greater than ten percent (10%).
As used herein "rental" or "rent' shall be the fair market rental set forth in
Section 1.8, including the other sums payable hereunder which are designated "rent',
"rental" or "additional rental" and any other sums payable hereunder on a regular
basis.
Such efforts as Landlord may make to mitigate the damages caused by Tenant's
breach of this Lease shall not constitute a waiver of Landlord's right to recover damages
against Tenant hereunder, nor shall anything herein contained affect Landlord's right to
indemnification against Tenant for any liability arising prior to the termination of this
Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify
and hold Landlord harmless from any such injuries and damages, including all
attorney's fees and costs incurred by Landlord in defending any action brought against
Landlord for any recovery thereof, and in enforcing the terms and provisions of this
indemnification against Tenant.
Notwithstanding any of the foregoing, the Default of this Lease by Tenant shall
not constitute a termination of this Lease, or of Tenant's right of possession hereunder,
unless and until Landlord elects to do so, and until such time Landlord shall have the
right to enforce all of its rights and remedies under this Lease, including the right to
recover rent, and all other payments to be made by Tenant hereunder, as they become
due. Failure of Landlord to terminate this Lease shall not prevent Landlord from later
terminating this Lease or constitute a waiver of Landlord's right to do so, including the
prosecution of any unlawful detainer action against Tenant.
8.3. No Waiver. The waiver by Landlord of any term, covenant or condition shall not be
deemed to be a waiver of such term, covenant or condition on any subsequent breach
of the same or any other term, covenant or condition in this Lease. Acceptance of late
payment of Rent by Landlord shall not be deemed a waiver of any preceding breach by
Tenant of any term, covenant or condition of this Lease.
8.4. Landlord's Default. Landlord shall not be in default unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event later than
fifteen (15) days after written notice by Tenant to Landlord, specifying wherein Landlord
has failed to perform such obligation; provided, however, that if the nature of Landlord's
obligation is such that more than thirty fifteen (15) days are required for performance
then Landlord shall not be deemed in default if Landlord commences performance
within a fifteen (15) day period and thereafter diligently prosecutes the same to
completion. Tenant shall have the right to terminate this Lease as a result of Landlord's
default but not to any damages.
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9: INDEMNITY. Tenant shall defend, indemnify and hold harmless Landlord and its officials,
officers, employees, and agents free and harmless from all tort liability, including liability for
claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, of
any kind or nature) including actual attorneys' fees, experts' fees, or court costs incurred by
Landlord, 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 Tenant or any of
Tenant's officials, officers, employees, agents, volunteers and Participants in the use of the
Premises, except for such loss or damage arising from the sole negligence or willful misconduct
of Landlord.
10. TENANT'S INSURANCE. During the Term, Tenant shall at all times 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 Lease. The
general liability insurance shall contain endorsements naming Landlord and its officers, officials,
agents and employees as additional insureds.
a. Tenant shall at all times during the term of this Lease obtain, maintain, and keep in full
force and effect, a policy or policies of Automobile Liability Insurance as required by law.
b. Tenant shall at all times during the term of this Lease obtain, maintain, and keep in full
force and effect Workers' Compensation insurance as required by the law.
c. 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.
d. All insurance policies shall provide that insurance coverage shall not be cancelled by
the insurance carrier without thirty (30) days prior written notice to Landlord or ten (10)
days if cancellation is due to nonpayment of premium. Tenant agrees that it will not
cancel or reduce said insurance coverage.
e. Tenant agrees that if it does not keep the required insurance in full force and effect
throughout the full term of this Lease, Landlord may immediately terminate this Lease.
f. Tenant shall file with Landlord prior to commencement of this Lease 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 Lease, Tenant shall maintain on file with
Landlord Clerk the certified copies of the policies or the certificates of insurance
showing that the aforesaid policies are in effect in the required amounts.
g. The insurance provided by Tenant shall be primary to any coverage available to
Landlord. The insurance policies (other than Workers' Compensation) shall include
provisions for waiver of subrogation.
11. ASSIGNMENT AND SUBLETTING. Tenant may not assign this Lease or sublease all or any
portion of the Premises in any way without the prior written consent of Landlord which may be
withheld in Landlord's sole discretion. Any attempted assignment or sublease without
Landlord's prior written consent shall be null and void, and Tenant shall hold harmless, defend
and indemnify Landlord and its officers, officials, employees, agents and representatives with
respect to any claim, demand or action arising from any unauthorized assignment or sublease.
12. INDEPENDENT CONTRACTOR; NO PARTNERSHIP. Tenarlt is and shall at all times remain,
as to Landlord, a wholly independent contractor. Neither Landlord nor any of its agents shall
have control over the conduct of Tenant or any of Tenant's employees, except as herein set
forth. Tenant shall have no power to incur any debt, obligation, or liability on behalf of Landlord
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or otherwise act on behalf of Landlord as an agent. Tenant shall not, at any time or in any
manner, represent that it or any of its officials, officers, agents, employees, volunteers or
Participants are in any manner agents or employees of Landlord. Tenant shall fully comply with
all Workers' Compensation laws regarding Tenant and its employees. Tenant further agrees to
indemnify and hold Landlord harmless from any failure of Tenant to comply with applicable
Workers' Compensation laws. Furthermore, the relationship of the parties is that of Landlord
and Tenant. Landlord does not in any way or for any purpose become a partner of Tenant in the
conduct of Tenant's activities, programs, services, or charitable purposes or activities.
13. 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 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.
Landlord: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Daniel Trautner, Deputy Director, Recreation and
Parks Department
With copy to: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: City Attorney
Tenant: Portuguese Bend Nursery School
3420 Palos Verdes Drive West
Rancho Palos Verdes, CA 90275
Attn: Sandy Holderman, Director
With copy to: Portuguese Bend Nursery School
308 Lois Lane
San Pedro, CA 90732
Attn: Caitlin Blancy, President
Either party may change the address set forth herein by written notice sent as provided
hereinabove. Any notice or demand given by certified mail, return receipt requested, shall be
effective two (2) days after the mailing.
14. NONDISCRIMINATION. Tenant herein covenants for itself, its heirs, executors, administrators
and assigns and all persons claiming under or through it, and this Lease is made and accepted
upon and subject to the condition that there shall be no discrimination against or segregation of
any person or group of persons on account of race, sex, marital status, color, creed, national
origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment
of the Premises herein leased, nor shall Tenant itself, or any pbrson claiming under or through
it, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the Premises.
15. MISCELLANEOUS.
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15.1. Entry and Inspection. Tenant shall permit Landlord and its agents to enter into and
upon the Premises at all reasonable times for the purpose of inspecting the same for
compliance with applicable municipal or other laws, rule, and regulations, for the
purpose of assuring that Tenant is complying with the terms and conditions of this
Lease, for the purpose of confirming maintenance of the Premises, as required by this
Lease, and/or to evaluate the completion of work requested and undertaken by Tenant
(including compliance with correction notices, if any), or for the purpose of posting
notices of non -liability for alterations, additions or repairs, or for the purpose of placing
upon the Premises any usual or ordinary signs or any signs for public safety as
determined by Landlord. Landlord shall be permitted to do any of the above without any
liability to Tenant for any loss of occupation or quiet enjoyment of the Premises.
15.2. Estoppel Certificate. Upon written request of Landlord, Tenant agrees, within ten (10)
days to deliver such estoppel certificate in the form reasonable required by Landlord.
15.3. Applicable Law. California law shall apply to this Lease and Los Angeles County shall
be the proper venue for any litigation.
15.4. Successors & Assigns. All covenants shall, subject to the provisions as to
assignment, apply to and bind the heirs, successors; executors, administrators and
assigns of the parties.
15.5. Integrated Agreement. This Lease represents the entire and integrated Lease
between Landlord and Tenant and supersedes all prior negotiations, representations or
leases, either written or oral, including but not limited to, the License Agreement.
15.6. Amendment. This Lease may be modified or amended, or provisions only by a
subsequent written document executed by both parties.
15.7. Interpretation. This Lease shall be interpreted as if drafted by both parties.
15.8. Severability. If any term or portion of this Lease is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Lease shall continue in full force and effect.
15.9. Authority. Tenant represents that each individual executing this Lease on behalf of
Tenant is duly authorized to execute and deliver this Lease on behalf of Tenant, in
accordance with a duly adopted resolution of the Board of Directors, and that this Lease
is binding upon Tenant in accordance with its terms. Tenant represents and warrants to
Landlord that the entering into this Lease does not violate any provisions of any other
agreement to which Tenant is bound.
15.10. Attorney's Fees. In the event that any action or proceeding is brought by either party
to enforce any term or provision of this Lease, the prevailing party shall recover its
reasonable attorneys' fees and costs incurred with respect thereto.
15.11. Waiver. No delay or omission in the exercise of any right or remedy by a pion -defaulting
party shall impair such right or remedy or be construed as a waiver. A party's consent to
or approval of any act by the other party requiring the party's consent or approval shall
not be deemed to waive or render unnecessary the other party's consent to or approval
of any subsequent act. Any waiver by either party of any default must be in writing and
W]
shall not be a waiver of any other default concerning the same or any other provision of
this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Effective Date.
TENANT:
PORTUGUESE BEND NURSERY SCHOOL,
a California non-profit association
By: -- —�
Sandy Holderman, Director
10
LANDLORD:
RANCHO PALOS VERDES,
a municipal corporation
d
yda, Mayor
ATTEST
�ov1P,s��
Takaoka, Acting City Cleric
Dated: L 61 t , 2016
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By:
David Ales e, City Attorney
A-10
EXHIBIT A
DEPICTION OF PREMISES
Rancho Palos kerdm 1 &ftr Mv ?
A-11
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (this "Amendment") is made and
entered into on this day of , 2017 ("Amendment Date") by and between
the CITY OF RANCHO PALOS VERDES, a California municipal corporation
("Landlord") and PORTUGUESE BEND NURSERY SCHOOL, a California non-profit
corporation ("Tenant").
RECITALS
A. Landlord and Tenant previously entered into that Lease Agreement dated
September 1, 2016, for the Tenant's limited right to use that certain real property
commonly known as "Abalone Cove Beach" identified as 5970 Palos Verdes Drive
South in the Rancho Palos Verdes, Los Angeles County, State of California
("Original Lease").
B. The parties desire to amend the Original Lease as set forth below.
NOW, THEREFORE, for valuable consideration the sufficiency of which is hereby
acknowledged the parties agree as follows:
1. EFFECTIVE DATE. This Amendment shall be effective as of the Amendment Date.
2. TERM AMENDMENT. Section 3.1 is amended to extend the Termination Date to
June 30, 2020.
3. FULL FORCE AND EFFECT. Except as modified by this Amendment, the Original
Lease shall remain in full force and effect. This Amendment terminates and supersedes
all prior understandings, discussions or agreements on the subject matter in this
Amendment.
4. REPRESENTATIONS. The person executing this Amendment on behalf of Tenant
is duly authorized to execute and deliver this Amendment on behalf of Tenant in
accordance with a duly adopted resolution of the Board of Directors and this
Amendment is binding on Tenant in accordance with its terms. Tenant represents and
warrants to Landlord that entering this Amendment does not violate any provisions of
any other agreement to which Tenant is bound.
5. COUNTERPART EXECUTION. This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original instrument and all of
which together shall constitute a single agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Lease Agreement as of the Amendment Date.
LANDLORD:
CITY OF RANCHO PALOS VERDES,
a municipal corporation
By:
Brian Campbell, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
No
David Aleshire,
City Attorney
TENANT:
PORTUGUESE BEND NURSERY
SCHOOL, a California non-profit
corporation
in
Sandy Holderman, Director