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PVPUSD & PVP Transit AuthorityPALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT LICENSE AGREEMENT WITH PALOS VERDES PENINSULA TRANSIT AUTHORITY PREAMBLE PARTIES AND LICENSING The Palos Verdes Peninsula Unified School District ("District") hereby licenses to the Palos Verdes Peninsula Transit Authority ("Transit Authority") those certain premises (the "Premises") more particularly described in Section 4.01 hereof located in the City of Rolling Hills at the Crest Road Maintenance site of the District, pursuant to this License dated July 1, 2017 ("Effective Date"). ARTICLE 1. TERM Section 1.0 l: This License shall end June 30, 2022; provided that either party may terminate this License at any time upon not less than sixty (60) day's prior written notice to the other party, except as otherwise provided in this License. ARTICLE 2. LICENSE FEE Section 2.0 l: The Transit Authority agrees to pay the District as a license fee ("Fee") for use and occupancy of the Premises the sum of One Dollar ($1) for each twelve (12) months use of the Premises, payable on the commencement date of this License and each year thereafter on the anniversary date of this License. In addition, the Transit Authority shall pay monthly to the District on the first day of each month during the term hereof the sum of Fifty Dollars ($50.00) as payment for the District's providing commercially reasonable janitorial services to the office space portion of the Premises only. The parties agree that the amount paid for such janitorial services may be adjusted from time to time by side letter agreement between the parties. Section 2.02: The Transit Authority shall not be required to make a security deposit. Section 2.03: Fee (and any other required payments hereunder) shall be paid to the "Palos Verdes Peninsula Unified School District" at Malaga Cove Administration Center, 375 Via Almar, Palos Verde Estates, CA 90274 or such other place or places as District may from time to time designate by written notice given to Transit Authority. Section 2.04: A late payment penalty equal to five percent (5%) of any payment due hereunder shall be assessed against the Transit Authority for any payment not received within ten ( 10) days of its due date. Section 2.05: The District agrees to make available to the Transit Authority at the District's cost copy and printing equipment and supplies used by the District's personnel at the Crest Road Maintenance site for use by the Transit Authority in the ordinary course of its business; provided, 005368JXJ053/ l 0330937v l however, the maximum cost of such copying and printing services (measured by the cost lhereof to the District) shall no t exceed One Thousand Dollars ($1,000.00) annually. ARTICLE 3. USE OF PREMISES PERMITTED USES Sec tion 3.01: The Premises sh all be used solely by the Transit Authority and exclus ively for the following activities conducted by the Transit Authority and for no other use: A. The office portion of the Premises shall be used as office space in which employees of the Transit Authority conduct daily clerical, managerial and operational activities of the Transit Authority. B. The Transit Authority may also use that portion of t he Premises designated by the District for parking. Such parking area of the Premises shall be used (i) for overnight storage of up to fourteen ·(14) passenger transportation vehicles, and (ii) daytime parking for personal vehicles of the Transit Authority's vehicl e drivers. No maintenance, repair, or service of an y vehicles, with the exception of fueling and fluid replenishment, shall be permitted within the Premises without the District's prior written permission. C. T he Transit Authority acknowledges that the District's administrative staff, Board Members, and visitors may park within areas designated by the District that are adjacent to office area of the Premises. Section 3.02: The District acknowledges that the Transit Authority shall have no obligation to make the Premises available to third parties. Section 3.03: (A) The Trans it Authority and all of its employees and subcontractors shall respect the secure areas of the Dist ric t 's Crest Road Maintenance yard and warehouse. (B) The Transit Authority agrees that it shall not use the Premises fo r regu larly scheduled uses before 7:00 a.m. or after 5:00 p.m. Monday through Friday except fo r the conducting of occasional Charter or Special Community services for other services, arrangements must be made through the District's Community Service Office. The Transit Authority shall also obtain approval from the District's Community Service Office for any Saturday use of the Premises . Transit Authority may not interfere with Dist rict activities. PROHIBITED USES Section 3 .04: The Transit Authority acknowledges that the following uses of the Premises are prohibited:. A. Transi t Authorit y shall insure that a ll employees , invitees, and all others in attendance will adhere to proper standards o f public conduct. There is to be no consumption of intoxicating liquors or other co ntrolled substances, smoking, gambling, quarreling, fighting, use of profane language, or indecent exposure on or near the Premises . 005368JXJ053/I0330937v1 B. No parking of campers, mobile homes, non-operating vehicles or unlicensed vehicles is permitted on the Premises. ARTICLE 4. PREMISES Section 4.01: The Premises consist of the approximately twenty four hundred (2,400) square foot former Technical Services portable classroom building of the District and the parking areas shown on Exhibit A attached hereto and incorporated herein by this reference located at 38 Crest Road Rolling Hills, California 90274. The Transit Authority acknowledges that the number of the number of transit vehicles a user is entitled to park at the Premises is limited by a City of Rolling Hills Condition Use Permit ("CUP") to fourteen (14) and it agrees to abide by each and every aspect of the CUP. ARTICLE 5. UTILITIES AND TRASH COLLECTION Section 5.0 l: Telephone and other similar communication services provided at the Premises are the sole the responsibility of the Transit Authority. All other utility charges for the Premises shall be payable by the Transit Authority upon demand by the District, with the Transit Authority paying its pro rata portion thereof, as determined by the District, of any jointly metered utility service. The District shall also provide for commercially reasonable trash collection services and custodial services to the office area of the Premises. ARTICLE 6. MAINTENANCE, ALTERATION AND REPAIRS MAINTENANCE BY DISTRICT Section 6.0 I: The District shall, at its own cost and expense, be responsible for all major structural maintenance and repair costs of the Premises, including but not limited to, electrical, plumbing, heating, and structure (including roofs and exterior painting); provided, however, any such maintenance and repair costs attributable to the negligence or other misconduct of the Transit Authority shall be borne by the Transit Authority. Transit Authority shall notify District immediately of any damage caused to the Premises. Transit Authority shall reimburse District for the costs of such repairs or maintenance within thirty (30) days of invoice by District. MAINTENANCE BY TRANSIT AUTHORITY Section 6.02: Minor maintenance, e.g. repair/replacement of interior door hardware, light switches, fluorescent lamps etc. of the Premises, shall be the sole responsibility of the Transit Authority. Cleanup of trash/litter on the grounds (other than the office portion of the Premises) caused by the Transit Authority or as a result of any Transit Authority program shall be the sole responsibility of the Transit Authority. The Transit Authority shall also be responsible for providing trash pick-up, cleaning, and sweeping of the grounds immediately adjacent to the Premises and the allocated parking area. Section 6.03: The Transit Authority's maintenance of the Premises will be subject to periodic evaluation by the District. Corrective measures deemed necessary and taken by the District shall 005368 .000531103 30937 v I be at the Transit Authority's cost and expense. Transit Authoril y shall reimburse District for the costs of such repairs or maintenance within thirty (3 0) days of invoice by District. ALTERATIONS AND IMPROVEMENTS Section 6.04: The Transit Authori ty shall not make any alteration s, or permit any other person to make any alterations, to the Premises or to any improvement thereon or facility appurtenant thereto without the prior written consent of the District, which may be granted or w ithheld in the District's sole discretion. In the event such alterations or improvements are permitted and result in permanent enhancements (such as fencing, paving, elc.) to the Prem ises, the parties shall enter into a written agreement concerning the financing, maintenance and use of such improvements. Transit Authority shall deliver to District, promptly after Transit Authority •s receipt thereof, originals or, if originals are not available, copies of any and all documents pertaining to any testing, construction, repair or replacement of improvements on the Premises. Transit Authority will not permit any liens or claims to stand against the Premises for labor or materia l furnished in connection with any work performed by Trans it Authority. NECESSARY ALTERATIONS Section 6.05: If any alterations to the Premises become necessary due to the requirements of any permits, approvals of other governmental or non-governmen tal control of the Transit Au thority's operation at the Premises, those alterations shall be the responsibility of the Transit Authority, at its sole cost and expense. INSPECTION BY DISTRICT Section 6.06: The Transit Authority shall permit the District or the District's agents, representatives, or employees to enter the Premises at all reasonable times for the purpose of inspecting the Premises to determine whether the Transit Authority is complying with the terms of the License and for the purpose of doing other lawful acts that may be necessary to protect the District's interest in the Premises under this License, or to perform the District's duties under this License. 005368.00053/10330937v I ACCEPTANCE AS-IS Section 6.07: The Transit Authority accepts the Premises and all improvements associated therewith in the condition in which they exist on the commencement date of this License, and waives any right or claim against the District arising out of the condition of the Premises, including the improvements thereon and the appurtenances thereto. SURRENDER OF PREMISES Section 6.08: On expiration or sooner termination of this License, the Transit Authority shall promptly surrender and deliver the Premises to the District in as good condition as they were upon the first date that the Transit Authority took possession of all, or a portion of, the Premises, reasonable wear and tear excepted. ARTICLE 7. FIRE EXTINGUISHERS Section 7.01: The Transit Authority shall furnish all fire extinguishers required by the Fire Department Code. It will also be the responsibility of the Transit Authority to maintain proper servicing of the extinguishers as per manufacturer's directive. ARTICLE 8. INDEMNITY AND INSURANCE HOLD HARMLESS; EXEMPTION OF LANDLORD FROM LIABILITY INDEMNIFICATION OF DISTRICT Section 8.01: Except for the District's willful misconduct, the Transit Authority shall indemnify, protect, defend and hold the District, the District's officers, directors and other representatives, harmless from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the occupancy of the Premises by the Transit Authority, the conduct of the Transit Authority's business, any act, omission or neglect of the Transit Authority, its agents, contractors, employees or invitees, and out of any default or breach by the Transit Authority in the performance in a timely manner of any obligation on the Transit Authority's part to be performed under this License. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (in the case of claims made against the District) litigated and/or reduced to judgment. In case any action or proceeding is brought against the District by reason of any of the foregoing matters, the Transit Authority, upon notice from the District, shall defend the same at the Transit Authority's expense by counsel reasonably satisfactory to the District and the District shall cooperate with the Transit Authority in such defense. The District need not have paid any such claim in order to be so indemnified. This indemnification by the Transit Authority shall survive the termination of this License 005368 00053/10330937v\ EXEMPTION OF DISTRICT FROM LIABILITY Sectfon 8.02 : Except for claims involving the willful misconduct of the District, the District shall not be liable for inj ury or damage to the person or goods, wares, merchandise or other property of the Transit Authority, the Transit Authority's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fi re . steam . electricity, gas, water or rain, o r from the breakage, leakage, obstruction or other defects of pipes, fi re sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any o ther cause, whether said injury or damage results from conditions arising upon the Premises or upon other portions of the building of whic h the Premises are a part, from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is accessible or not. Notwithstanding the District's willful misconduct, the D istric t shall under no circumstances be liable for injury to the Transit Authority's business o r for any loss of income or profit therefrom. LIABILITY AND PROPERTY INSURANCE Section 8.03: The Trans it Authority shall procure and maintain in full force and effect, at a ll times during the term o f the License: A. General liability insurance covering the Transit Authority's operations as set forth in this Agreement with a c ombined single limit of One Million Dollars ($2,000,000) for bodily injury and property damage and automobile liability coverage for Two Million Dollars ($2,000,000). B. Prior to the effective date of th is License, the Transit Authority shall provide the District with a valid copy of one or more insurance policies confirming purchase of said liability Insurance with the District being named as an additional i nsured. C. Prior to the effective date of this License, the Transit Authority shall provide the District with a valid certificate of insurance from any subcontractor conducting business with the Transit Authority at the Premises naming the District as an additional insured, which insurance shall provide general liability insurance covering operations with a combined single limit of One Million Dollars ($2,000,000) for bodily inju ry and property damage and automobile liability coverage of Two Million Dollars ($2,000,000). D. All such policies shall provide that the insu rance may not be cancelled or terminated without giving a t least thirty (30) days prior wri tt en notice to the District. ARTICLE 9. SIGNS Section 9.01: The Transi t Authority at the Transit Authority 's expense shall be permitted to place and maintain signs on the exterior of said building an d generally on the Premises, so long as the same are in strict compliance with local o rdinances and with prior written approval of the District. 005368.000531 1033093 7 \' l ARTICLE 10. DESTRUCTION Section 10.01: Should all or any portion of the Premises be pal lially or totally destroyed by any natural cause, the District may, at its option, either: A. Continue this License in full force and effect by repairing and restoring, at the District's own cost and expense, the Premises to their former condition, normal wear and tear excepted or B. Terminate this License by giving the Transit Authority not less than seven (7) days written notice of such termination. INSURANCE PROCEEDS Section 10.02: Any insurance proceeds received by the District because of the total or partial destruction of the building on the Premises shall be the sole property of the District, free of any claims of the Transit Authority, and may be used by the District for whatever purpose the District may desire. ARTICLE 11. SUBLICENSING AND ASSIGNMENT Section 11.0 I: The Transit Authority shall not assign, sublicense or otherwise transfer this License, any right or interest in this License, or any right or interest in the Premises, or any of the improvements that may now or hereafter be constructed or installed on the Premises. Any assignment, sublicensing, or transfer of this License by the Transit Authority, without the prior written approval of the District, shall be of no force or effect and shall be cause for immediate termination of this License. ARTICLE 12. HAZARDOUS SUBSTANCES DEFINITION OF HAZARDOUS SUBSTANCES Section 12.0 l: The term "Hazardous Substance" as used in this License shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment, or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of the District to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or by-products thereof. INTRODUCTION OF HAZARDOUS SUBSTANCES TO THE PREMISES Section 12.02: The Transit Authority shall not cause or permit any Hazardous Substances to be brought upon, kept or used in or about the Premises by the Transit Authority, its agents, employees, contractors or invitees without the prior written consent of the District, which consent may be given or withheld in the Lessor's sole and absolute discretion. Transit Authority 005368.00053/10330937v I must demonstrate to the District's satisfaction that such Hazardous Substance is necessary or useful to the Transit Authority's bu siness and that it will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept in or about the Premises. INDEMNITY Section 12 .03 : The Transit Authori ty shall be solely responsible for and shall indemnify, protect, defend and hold District and its agents, employees, representatives, direc tors and officers harmless from and a gainst any and all claims, costs, penalties , fines, losses (incl.ud ing without limitation, (i ) diminution in value of the Premises. (ii) damages for the loss or restriction on the use of the Premises; and (iii) sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees, liabilities, damages, injuries, causes of action, judgments, and expenses which arise at any time as a result of the receiving, handling, use, storage, accumulation, transportation, generat ion . spillage, migration, discharge, release or disposal of Hazardous Substances in, upon or about the Premjses or properties surrounding the Premises , by the Transit Authority or its agents , employees, contractors, licensees, or invitees, or as a result of the Transit Authority's breach of any of the provisions of th is Section 12. This indemnification by the Transit Authority under this Section shall survive the termination of this License. ARTICLE 13. COMPLIANCE WITH LAWS DEFINITION OF "LAWS AND ORDERS " Section 13.0 I: For purposes of this Article 13, the term "Laws and Orders" includes all federal , state, county, city, or government agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing zoning, public access , occupat ional , health or safely standards for employers, or employees. COMPLIANCE BY TENANT Section 13.0 2: The Transit Authority shall at all times, at the Transi t Authority's sole expense, comply with a ll Laws and Orders applicable to its us e or occu pancy of the Premises. REPAIRS, REPLACEMENTS , ALTERATIONS, AND IMPROVEMENTS Section 13.03 : The Transit Authority, at the T ransit Authori ty's sole expense, shall promptl y make all repairs, replaceme nts , alteration s, or improvements needed to comply with all Laws and Orders to the extent that the Laws and Orders relate to or are triggered by (a) the Transit Authority's particular use o f the Premises, (b) the Transit Authority improvements locate d in the Premises, or (c) any al terati o ns located on the Premises. COLLATERAL ESTOPPEL Section 13 .04: The judgment of any court of competent jurisdiction or the admission of th e Transit Auth ority in any judicial or administrative action or proceeding that the Transit Authority 005368.00053/I 0330937v I has violated any Laws and Orders shall be conclusive, between the District and the Transit Authority, of that fact, whether or not the District is a party to that action or proceeding. ARTICLE 14. MISCELLANEOUS OTHER USES Section 14.0 l: The Transit Authority acknowledges that the Premises contain only a portion of the real property owned by the District and that the Transit Authority's use and occupancy shall be confined solely to the Premises described herein. The District reserves the right to use the balance of the site for its own purposes, without interference from the Transit Authority. Public or District use of adjacent property will be scheduled by the District's Community Services Office. PARKING/CARPOOLING Section 14.02: The Transit Authority will encourage its participants/clients to use the parking places designated by the District and employee carpooling. TAXES, FEES AND PERMITS Section 14.03: The Transit Authority acknowledges that the right to possession of the Premises may subject the Transit Authority to the payment of property taxes pursuant to California Revenue and Taxation Code Section 107 et seq. The Transit Authority shall be responsible for paying any taxes (including real property taxes), license fees, permits or other operating fees arising from its possession or use of the Premises. The Transit Authority shall be responsible for obtaining approval from all appropriate agencies pertaining to its use of the Premises. SMOKE FREE ENVIRONMENT Section 14.04: In accordance with California law, which prohibits smoking on public property, the Transit Authority must comply with Board Policy, effective January l, 1994, to maintain a smoke free environment. All occupants/visitors are required to adhere to this policy. NOTICES Section 14.05: Except as otherwise provided by law, any and all notices or other communications required or permitted by this License or by law to be served on or given to either party hereto by the other party shall be in writing and shall be deemed duly served and given when personally delivered to any member of the party to whom they are directed, or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid, addressed to the Transit Authority, P.O. Box 2656, Palos Verdes Peninsula, California 90274 or to the District at Malaga Cove Administration Center, 375 Via Almar, Palos Verde Estates, CA 90274. Either party may change its address for the purpose of this section by giving written notice of such change to the other party in the manner provided in this section. 005368.00053/10330937v I WORKERS COMPENSATION Section 14.06: The Transit Authority shall maintain such insurance, if applicable, by law, as will protect it from claims under the Workers Compensation Insurance Act which may arise from operations under this License and shall file with the District a certificate of insurance from Transit Authority's insurance carrier to insure that insurance is in effect at all times under the term of this License. The Transit Authority shall also insure that any subcontractor shall provide the same. PARTIAL INVALIDITY Section 14.07: Should any provision of this License be held in a court of competent jurisdiction to be either invalid, void or unenforceable, the remaining provisions of this License shall remain in full force and effect unimpaired by the holding. DEFAULTS: REMEDY Section 14.08: The occurrence of anyone or more of the following shall constitute a material default and breach of this License by the Transit Authority: A. The vacating of the Premises. B. The failure to observe or perform any of the conditions and provisions of this License. C. The failure to make any payment of a Fee or other payment required to be made within ( 10) days of its due date. In the event of such default, the District may at any time thereafter, w ith or without notice, terminate this License and the Transit Authority shall immediately surrender possession to the District. The District shall also have any and all other remedies provided by law in the event of defau lt by the Transit Authority hereunder. FUELING SERVICES Section 14.09: T he District may, in its discretion, make d iesel and unleaded gasoline available to the Transit Authority on such bases as deemed appropriate and acceptable to the Distr ict. Only the District's employees shall fuel the Transit Authority's transit vehicles under any such agreement. The Transit Authority's employee shall sign for the fuel and the direct cost of the fuel will be billed to the Transit Authority by the District. Late payment of any fuel charges will result in late c h arges as specified in Section 2.04 of 1his License. The understanding between the parties is that the fueling of veh icles is a non-obligatory service and not an obligation of the District under this License and can be discontinued at any time . WAIVER Section 14.10: One or more waivers of any term or condition by the District shall not be construed as a waiver of a subsequent breach of the same term or condition , and the consent or 005368 ,00053/10330937vl approval by the District to or of any act by the Transit Authority requiring the District's consent or approval shall not be deemed to render unnecessary the District's consent or approval to or of any subsequent similar act by the Transit Authority. No breach by the Transit Authority of a term or condition of this License shall be deemed to have been waived by the District unless such waiver is in writing signed by the District. The rights and remedies of the District under this License shall be cumulative and in addition to any and all other rights and remedies which the District has or may have . ENTIRE AGREEMENT Section 14.11: This License covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Premises, and all preliminary negotiations and agreements of whatsoever kind, except those contained herein, are superseded and of no further force or effect. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statute, law or custom to the contrary notwithstanding. No provision of this License may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. RELATIONS HIP OF PARTIES; USE OF PRONOUNS Section 14.12: Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of the Fee, nor any other provisions contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of District and Transit Authority. Whenever herein the singular number is used the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. CAPTIONS AND SECTION NUMBERS Section 14.13: The captions, section numbers, article numbers, and index appearing in this License are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this License nor in any way affect this License . CONTROLLING LAW Section 14. l: This License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this License shall not be affected thereby and each provision of the License shall be valid and enforceable to the fullest extent permitted by the law . The parties expressly understand and agree that this License constitutes a non-exclusive license for use of the Premises. This License is not intended by the parties, nor shall it be legally construed, to convey a leasehold, easement, or other interest in real property. Should either party be compelled to institute arbitration , legal, or other proceedings against the other for or on account of the other party's failure or refusal to perform or fulfill any of the covenants or conditions of this License on its part to be performed or 005368 00053/10330937vl fulfilled, the parties agree that the rule s and principles a pplicable to license s shall govern such actions or proceedings. SUCCESSORS Section 14.15: All righ ts and liabilities herein given to, or imposed upon, the re spective parties hereto sha ll extend to and bind the several respective heirs, executors, admin istrators, successors, and assigns of the parties. No rights, however, shall inure to the benefit of any assignee of Transit Autho ri ty unless the assignment to such assignee has been approved by the District in writing as provided herein. MODIFICATION AND AMENDMENT Section 14.16: This License shall not be modified or amended in any respect except by written agreement executed by both the District and the Transit Authority. TIME OF ESSENCE Section 14.17: Time is of the essence with respect to the performance of every provision of thi s License in which t ime o f performance is a factor. COUNTERPARTS Section 14.18: This License may be executed in one or more counterparts, each o f which shall constitute an original and all of which shall be one and the same agreement. A TIORNEY'S FEES Section 14.19: In the ev e nt of litigation concerning thi s License, the prevaili ng party shall be entitled to receive attorneys and court co sts at trial and on appeal. 005368 .0005311033093 7 v I IN WITNESS WHEREOF, the parties hereto have executed this License as of the date first above wr itten with due authority and approval of the respective governing boards . Dated :-------DISTRICT PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT By:~------------ Keith Butler, Ph.D. Associate Superintendent, Business Services Dated:------TRANSIT AUTHORITY PALOS VERDES PENINSULA TRANSIT AUTHORITY 005368 .00053/10330937 v I 005368 .000531103309 ~ 7 v I EXHIBIT A DESCRIPTION OF' PREMISES [TO BE A TT ACHED] RECAP OF LICENSE: TRANSIT AUTHORITY: SCHOOL: CONTACT: ADDRESS : MAILING: PHONE: HOURS : SPACE LICENSED: SQUARE FEET: MONTHLY RATE: COPYING SERVICES: TERM OF LICENSE: 005 368 00053/10310937vl Palos Ve rdes Peninsula Transit Authority Palos Verdes Peninsula Transit Authority (PVPTA) Crest Road Maintenance Facility John Meyer, PVPT A Staff 38 Crest Road, Rolling Hills, CA 90274 PO Box 2656, PVP CA 90275 BUSINESS : (310) 544-7108 7 :00 a.m . to 5 :00 p.m. Monday through Friday (side letter for Saturday authorization) Portable Classroom Building 2400 $50 for Custodial. $1 for annual Fee. $1 ,000.00 budget supplied by District annually July 1, 2017-June 30, 2022 PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT LICENSE AGREEMENT WITH PALOS VERDES PENINSULA TRANSIT AUTHORlTY PREAMBLE PARTIES AND LICENSING The Palos Verdes Peninsula Unified School District ("District") hereby licenses to the Palos Verdes Peninsula Transit Authority ("Transit Authority") those certain premises (the "Premises") more particularly described in Section 4 .01 hereof located in the City of Rolling Hills at the Crest Road Maintenance site of the District, pursuant to this License dated July I, 2017 ("Effective Date"). ARTICLE 1. TERM Section 1.0 I : This License shall end June 30, 2022; provided that either party may terminate this License at any time upon not less than sixty (60) day's prior written notice to the other party, except as otherwise provided in this License. ARTICLE 2. LICENSE FEE Section 2 .0 I : The Transit Authority agrees to pay the District as a license fee ("Fee") for use and occupancy of the Premises the sum of One Dollar ($1) for each twelve (12) months use of the Premises, payable on the commencement date of this License and each year thereafter on the anniversary date of this License. In addition, the Transit Authority shall pay monthly to the District on the first day of each month during the term hereof the sum of Fifty Dollars ($50.00) as payment for the District's providing commercially reasonable janitorial services to the office space portion of the Premises only. The parties agree that the amount paid for such janitorial services may be adjusted from time to time by side letter agreement between the parties. Section 2.02 : The Transit Authority shall not be required to make a security deposit. Section 2.03 : Fee (and any other required payments hereunder) shall be paid to the "Palos Verdes Peninsula Unified School District" at Malaga Cove Administration Center, 375 Via Almar, Palos Verde Estates, CA 90274 or such other place or places as District may from time to time designate by written notice given to Transit Authority. Section 2 .04: A late payment penalty equal to five percent (5%) of any payment due hereunder shall be assessed against the Transit Authority for any payment not received within ten (I 0) days of its due date . Section 2.05: The District agrees to make available to the Transit Authority at the District's cost copy and printing equipment and supplies used by the District's personnel at the Crest Road Maintenance site for use by the Transit Authority in the ordinary course of its business; provided, Exhibit A 10·11-2017 Page 1of15 however, the maximum cost of such copying and printing services (measured by the cost thereof to the District) shall not exceed One Thousand Dollars ($1,000.00) annually. Section 2.06: Because of the Transit Authority's use of the Premises to park Transit Authority vehicles, the District must participate in the California Storm Water Pollution Prevention and Monitoring Program. Currently, the District must pay an annual fee of Eight Hundred Dollars ($800.00). The District must also pay for a consultant to prepare plans and conduct storm water analysis to ensure compliance with provisions of the Federal Clean Water Act and California State Water Resources Control Board regulations, at a yearly cost of One Thousand Four Hundred Dollars ($1,400.00). Thus, the current total annual cost to the District is Two Thousand Two Hundred Dollars ($2,200.00) (collectively the "Permitting Fees"). The Permitting Fees may be adjusted from time to time and Transit Authority agrees to pay the District the full actual cost of the Pennitting Fees each year. The current Permitting Fees of Two Thousand Two Hundred Dollars ($2,200.00) are due upon execution of this Agreement. The Permitting Fees for subsequent years shall be paid by the Transit Authority within thirty (30) days of receipt of invoice from the District. ARTICLE 3. USE OF PREMISES PERMITTED USES Section 3 .01: The Premises shall be used solely by the Transit Authority and exclusively for the following activities conducted by the Transit Authority and for no other use: A. The office portion of the Premises shall be used as office space in which employees of the Transit Authority conduct daily clerical , managerial and operational activities of the Transit Authority. B. The Transit Authority may also use that portion of the Premises designated by the District for parking. Such parking area of the Premises shall be used (i) for overnight storage of up to fourteen (14) passenger transportation vehicles, and (ii) daytime parking for personal vehicles of the Transit Authority's vehicle drivers. No maintenance, repair, or service of any vehicles, with the exception of fueling and fluid replenishment, shall be permitted within the Premises without the District's prior written permission. C . The Transit Authority acknowledges that the District's administrative staff, Board Members, and visitors may park within areas designated by the District that are adjacent to office area of the Premises. Section 3.02: The District acknowledges that the Transit Authority shall have no obligation to make the Premises available to third parties. Section 3 .03 : (A) The Transit Authority and all of its employees and subcontractors shall respect the secure areas of the District's Crest Road Maintenance yard and warehouse. (B) The Transit Authority agrees that it shall not use the Premises for regularly scheduled uses before 6 :00 a .m. or after 5 :00 p .m . Monday through Friday except for the conducting of occasional Charter or Special Community services for other services, arrangements must be made through the District's Community Service Office. The Transit Authority shall also obtain approval from the District's Exhibit A 10.11-2017 Page 2 of 15 Community Service Office for any Saturday use of the Premises. Transit Authority may not interfere with District activities. PROHIBITED USES Section 3.04: The Transit Authority acknowledges that the following uses of the Premises are prohibited: A. Transit Authority shall insure that all employees, invitees, and all others in attendance will adhere to proper standards of public conduct. There is to be no consumption of intoxicating liquors or other controlled substances, smoking, gambling, quarreling, fighting, use of profane language, or indecent exposure on or near the Premises. B. No parking of campers, mobile homes, non-operating vehicles or unlicensed vehicles is permitted on the Premises. ARTICLE 4. PREMISES Section 4 .01 : The Premises consist of the approximately twenty four hundred (2,400) square foot former Technical Services portable classroom building of the District and the parking areas shown on Exhibit A attached hereto and incorporated herein by this reference located at 38 Crest Road Rolling Hills, California 90274. The Transit Authority acknowledges that the number of the number of transit vehicles a user is entitled to park at the Premises is limited by a City of Rolling Hills Condition Use Permit ("CUP") to fourteen (14) and it agrees to abide by each and every aspect of the CUP. ARTICLE 5. UTILITIES AND TRASH COLLECTION Section 5.0 I : Telephone and other similar communication services provided at the Premises are the sole the responsibility of the Transit Authority. All other utility charges for the Premises shall be payable by the Transit Authority upon demand by the District, with the Transit Authority paying its pro rata portion thereof, as determined by the District, of any jointly metered utility service. The District shall also provide for commercially reasonable trash collection services and custodial services to the office area of the Premises . ARTICLE 6. MAINTENANCE, ALTERATION AND REPAIRS MAINTENANCE BY DISTRICT Section 6.01: The District shall , at its own cost and expense, be responsible for all major structural maintenance and repair costs of the Premises, including but not limited to, electrical, plumbing, heating, and structure (including roofs and exterior painting); provided, however, any such maintenance and repair costs attributable to the negligence or other misconduct of the Transit Authority shall be borne by the Transit Authority. Transit Authority shall notify District immediately of any damage caused to the Premises. Transit Authority shall reimburse District for the costs of such repairs or maintenance within thirty (30) days of invoice by District. Exhibit A 10·11·2017 Page 3 of 15 MAINTENANCE BY TRANSIT AUTHORITY Section 6.02: Minor maintenance, e.g. repair/replacement of interior door hardware, light switches, fluorescent lamps etc. of the Premises , shall be the sole responsibility of the Transit Authority. Cleanup of trash/litter on the grounds (other than the office portion of the Premises) caused by the Transit Authority or as a result of any Transit Authority program shall be the sole responsibility of the Transit Authority. The Transit Authority shall also be responsible for providing trash pick-up, cleaning, and sweeping of the grounds immediately adjacent to the Premises and the allocated parking area. Section 6 .03: The Transit Authority1s maintenance of the Premises will be subject to periodic evaluation by the District. Corrective measures deemed necessary and taken by the District shall be at the Transit Authority's cost and expense. Transit Authority shall reimburse District for the costs of such repairs or maintenance within thirty (30) days of invoice by District. AL TERA TIONS AND IMPROVEMENTS Section 6.04: The Transit Authority shall not make any alterations, or permit any other person to make any alterations, to the Premises or to any improvement thereon or facility appurtenant thereto without the prior written consent of the District, which may be granted or withheld in the District's sole discretion. In the event such alterations or improvements are permitted and result in permanent enhancements (such as fencing, paving, etc.) to the Premises, the parties shall enter into a written agreement concerning the financing, maintenance and use of such improvements. Transit Authority shall deliver to District, promptly after Transit Authority's receipt thereof, originals or, if originals are not available, copies of any and all documents pertaining to any testing, construction, repair or replacement of improvements on the Premises. Transit Authority will not permit any liens or claims to stand against the Premises for labor or material furnished in connection with any work performed by Transit Authority. NECESSARY AL TERA TIONS Section 6.05 : If any alterations to the Premises become necessary due to the requirements of any permits, approvals of other governmental or non-governmental control of the Transit Authority1s operation at the Premises, those alterations shall be the responsibility of the Transit Authority, at its sole cost and expense. INSPECTION BY DISTRICT Section 6.06: The Transit Authority shall permit the District or the District's agents, representatives, or employees to enter the Premises at all reasonable times for the purpose of inspecting the Premises to determine whether the Transit Authority is complying with the terms of the License and for the purpose of doing other lawful acts that may be necessary to protect the Districtts interest in the Premises under this License, or to perform the District's duties under this License. Exhibit A 10-11-2017 Page 4of15 ACCEPTANCE AS-IS Section 6.07: The Transit Authority accepts the Premises and all improvements associated therewith in the condition in which they exist on the commencement date of this License, and waives any right or claim against the District arising out of the condition of the Premises, including the improvements thereon and the appurtenances thereto. SURRENDER OF PREMISES Section 6.08: On expiration or sooner termination of this License, the Transit Authority shall promptly surrender and deliver the Premises to the District in as good condition as they were upon the first date that the Transit Authority took possession of all, or a portion of, the Premises, reasonable wear and tear excepted . ARTICLE 7. FIRE EXTINGUISHERS Section 7 .01: The Transit Authority shall furnish all fire extinguishers required by the Fire Department Code. It will also be the responsibility of the Transit Authority to maintain proper servicing of the extinguishers as per manufacturer's directive. ARTICLE 8. INDEMNITY AND INSURANCE HOLD HARMLESS; EXEMPTION OF LANDLORD FROM LIABILITY INDEMNIFICATION OF DISTRICT Section 8.01: Except for the District's willful misconduct , the Transit Authority shall indemnify, protect, defend and hold the District, the District's officers, directors and other representatives, harmless from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the occupancy of the Premises by the Transit Authority, the conduct of the Transit Authority's business, any act, omission or neglect of the Transit Authority, its agents, contractors, employees or invitees, and out of any default or breach by the Transit Authority in the performance in a timely manner of any obligation on the Transit Authority's part to be performed under this License. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (in the case of claims made against the District) litigated and/or reduced to judgment. In case any action or proceeding is brought against the District by reason of any of the foregoing matters, the Transit Authority, upon notice from the District, shall defend the same at the Transit Authority's expense by counsel reasonably satisfactory to the District and the District shall cooperate with the Transit Authority in such defense. The District need not have paid any such claim in order to be so indemnified. This indemnification by the Transit Authority shall survive the termination of this License ExhibilA 10-11-2017 Page 5of15 EXEMPTION OF DISTRICT FROM LIABILITY Section 8.02: Except for claims involving the willful misconduct of the District, the District shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of the Transit Authority, the Transit Authority's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is accessible or not. Notwithstanding the District's willful misconduct, the District shall under no circumstances be liable for injury to the Transit Authority's business or for any loss of income or profit therefrom. LIABILITY AND PROPERTY INSURANCE Section 8.03: The Transit Authority shall procure and maintain in full force and effect, at all times during the term of the License: A. General liability insurance covering the Transit Authority's operations as set forth in this Agreement with a combined single limit of One Million Dollars ($2,000,000) for bodily injury and property damage and automobile liability coverage for Two Million Dollars ($2,000,000). B. Prior to the effective date of this License, the Transit Authority shall provide the District with a valid copy of one or more insurance policies confirming purchase of said liability Insurance with the District being named as an additional insured. C. Prior to the effective date of this License, the Transit Authority shall provide the District with a valid certificate of insurance from any subcontractor conducting business with the Transit Authority at the Premises naming the District as an additional insured, which insurance shall provide general liability insurance covering operations with a combined single limit of One Million Dollars ($2,000,000) for bodily injury and property damage and automobile liability coverage of Two Million Dollars ($2,000,000). D. All such policies shall provide that the insurance may not be cancelled or terminated without giving at least thirty (30) days prior written notice to the District. ARTICLE 9. SIGNS Section 9.0 l: The Transit Authority at the Transit Authority's expense shall be permitted to place and maintain signs on the exterior of said building and generally on the Premises, so long as the same are in strict compliance with local ordinances and with prior written approval of the District. Exhibit A 10-11-2017 Page 6of15 ARTICLE 10. DESTRUCTION Section l 0 .0 I: Should all or any portion of the Premises be pal I ially or totally destroyed by any natural cause, the District may, at its option, either: A. Continue this License in full force and effect by repairing and restoring, at the District1s own cost and expense, the Premises to their former condition, nonnal wear and tear excepted or B . Terminate this License by giving the Transit Authority not less than seven (7) days written notice of such termination . INSURANCE PROCEEDS Section 10 .02: Any insurance proceeds received by the District because of the total o r partial destruction of the building on the Premises shall be the sole property of the District, free of any claims of the Transit Authority, and may be used by the District for whatever purpose the District may desire. ARTICLE 11. SUBLICENSING AND ASSIGNMENT Section 11.01: The Transit Authority shall not assign, sublicense or otherwise transfer this License, any right or interest in this License, or any right or interest in the Premises, or any of the improvements that may now or hereafter be constructed or installed on the Premises. Any assignment, sublicensing, or transfer of this License by the Transit Authority, without the prior written approval of the District, shall be of no force or effect and shall be cause for immediate termination of this License. ARTICLE 12. HAZARDOUS SUBSTANCES DEFlNITION OF HAZARDOUS SUBSTANCES Section 12 .01 : The term 11 Hazardous Substance11 as used in this License shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment, or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of the District to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or by-products thereof. lNTRODUCTION OF HAZARDOUS SUBSTANCES TO THE PREMISES Section 12 .02: The Transit Authority shall not cause or pennit any Hazardous Substances to be brought upon, kept or used in or about the Premises by the Transit Authority, its agents, employees, contractors or invitees without the prior written consent of the District, which consent may be given or withheld in the Lessor's sole and absolute discretion. Transit Authority Exhibit A 10-11-2017 Page 7of15 must demonstrate to the District's satisfaction that such Hazardous Substance is necessary or useful to the Transit Authority's business and that it will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept in or about the Premises. INDEMNITY Section 12.03: The Transit Authority shall be solely responsible for and shall indemnify, protect, defend and hold District and its agents, employees, representatives, directors and officers harmless from and against any and all claims, costs, penalties, fines, losses (including without limitation, (i) diminution in value of the Premises. (ii) damages for the loss or restriction on the use of the Premises; and (iii) sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees, liabilities, damages, injuries, causes of action, judgments, and expenses which arise at any time as a result of the receiving, handling, use, storage, accumulation, transportation, generation. spillage, migration, discharge, release or disposal of Hazardous Substances in, upon or about the Premises or properties surrounding the Premises, by the Transit Authority or its agents, employees, contractors, licensees, or invitees, or as a result of the Transit Authority's breach of any of the provisions of this Section 12. This indemnification by the Transit Authority under this Section shall survive the termination of this License. ARTICLE 13. COMPLIANCE WITH LAWS DEFINITION OF "LAWS AND ORDERS" Section 13.0 l: For purposes of this Article 13, the term "Laws and Orders" includes all federal, state, county, city, or government agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing zoning, public access, occupational, health or safety standards for employers, or employees. COMPLIANCE BY TENANT Section 13.02: The Transit Authority shall at all times, at the Transit Authority's sole expense, comply with all Laws and Orders applicable to its use or occupancy of the Premises. REPAIRS, REPLACEMENTS, ALTERATIONS, AND IMPROVEMENTS Section 13.03: The Transit Authority, at the Transit Authority's sole expense, shall promptly make all repairs, replacements, alterations, or improvements needed to comply with all Laws and Orders to the extent that the Laws and Orders relate to or are triggered by (a) the Transit Authority's particular use of the Premises, (b) the Transit Authority improvements located in the Premises, or ( c) any alterations located on the Premises. COLLATERAL ESTOPPEL Section 13.04: The judgment of any court of competent jurisdiction or the admission of the Transit Authority in any judicial or administrative action or proceeding that the Transit Authority Exhibit A 1().11-2017 Page 8of15 has violated any Laws and Orders shall be conclusive, between the District and the Transit Authority, of that fact, whether or not the District is a party to that action or proceeding. ARTICLE 14. MISCELLANEOUS OTHER USES Section 14.0 l: The Transit Authority acknowledges that the Premises contain only a portion of the real property owned by the District and that the Transit Authority's use and occupancy shall be confined solely to the Premises described herein. The District reserves the right to use the balance of the site for its own purposes, without interference from the Transit Authority. Public or District use of adjacent property will be scheduled by the District's Community Services Office. PARKING/CARPOOLING Section 14.02: The Transit Authority will encourage its participants/clients to use the parking places designated by the District and employee carpooling. TAXES, FEES AND PERMITS Section 14.03: The Transit Authority acknowledges that the right to possession of the Premises may subject the Transit Authority to the payment of property taxes pursuant to California Revenue and Taxation Code Section 107 et seq. The Transit Authority shall be responsible for paying any taxes (including real property taxes), license fees, pennits or other operating fees arising from its possession or use of the Premises. The Transit Authority shall be responsible for obtaining approval from all appropriate agencies pertaining to its use of the Premises. SMOKE FREE ENVIRONMENT Section 14.04: In accordance with California law, which prohibits smoking on public property, the Transit Authority must comply with Board Policy, effective January 1, 1994, to maintain a smoke free environment. All occupants/visitors are required to adhere to this policy. NOTICES Section 14.05: Except as otherwise provided by law, any and all notices or other communications required or pennitted by this License or by law to be served on or given to either party hereto by the other party shall be in writing and shall be deemed duly served and given when personally delivered to any member of the party to whom they are directed, or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid, addressed to the Transit Authority, P.O. Box 2656, Palos Verdes Peninsula, California 90274 or to the District at Malaga Cove Administration Center, 375 Via Almar, Palos Verde Estates, CA 90274. Either party may change its address for the purpose of this section by giving written notice of such change to the other party in the manner provided in this section. Exhibit A 10-11-2017 Page 9 of 15 WORKERS COMPENSATION Section 14.06: The Transit Authority shall maintain such insurance, if applicable, by law, as will protect it from claims under the Workers Compensation Insurance Act which may arise from operations under this License and shall file with the District a certificate of insurance from Transit Authority's insurance carrier to insure that insurance is in effect at all times under the term of this License. The Transit Authority shall also insure that any subcontractor shall provide the same. PARTIAL INVALIDITY Section 14.07: Should any provision of this License be held in a court of competent jurisdiction to be either invalid, void or unenforceable, the remaining provisions of this License shall remain in full force and effect unimpaired by the holding. DEF AUL TS: REMEDY Section 14 .08 : The occurrence of anyone or more of the following shall constitute a material default and breach of this License by the Transit Authority: A. The vacating of the Premises. B. The failure to observe or perform any of the conditions and provisions of this License. C. The failure to make any payment of a Fee or other payment required to be made within ( l 0) days of its due date. In the event of such default, the District may at any time thereafter, with or without notice, terminate this License and the Transit Authority shall immediately surrender possession to the District. The District shall also have any and all other remedies provided by law in the event of default by the Transit Authority hereunder. FUELING SERVICES Section 14.09: The District may, in its discretion, make diesel and unleaded gasoline available to the Transit Authority on such bases as deemed appropriate and acceptable to the District. Only the District's employees shall fuel the Transit Authority's transit vehicles under any such agreement. The Transit Authority's employee shall sign for the fuel and the direct cost of the fuel will be billed to the Transit Authority by the District. Late payment of any fuel charges will result in late charges as specified in Section 2 .04 of this License. The understanding between the parties is that the fueling of vehicles is a non-obligatory service and not an obligation of the District under this License and can be discontinued at any time. WAIVER Section 14.10: One or more waivers of any term or condition by the District shall not be construed as a waiver of a subsequent breach of the same term or condition, and the consent or Exhibit A 10-11-2017 Page 10of15 approval by the District to or of any act by the Transit Authority requiring the District's consent or approval shall not be deemed to render unnecessary the District's consent or approval to or of any subsequent similar act by the Transit Authority. No breach by the Transit Authority of a term or condition of this License shall be deemed to have been waived by the District unless such waiver is in writing signed by the District. The rights and remedies of the District under this License shall be cumulative and in addition to any and all other rights and remedies which the District has or may have. ENTIRE AGREEMENT Section 14.11: This License covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Premises, and all preliminary negotiations and agreements of whatsoever kind, except those contained herein, are superseded and of no further force or effect. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statute, law or custom to the contrary notwithstanding. No provision of this License may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. RELATIONSHIP OF PARTIES; USE OF PRONOUNS Section 14.12: Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of the Fee, nor any other provisions contained herein , nor any acts of the parties herein , shall be deemed to create any relationship between the parties hereto other than the relationship of District and Transit Authority. Whenever herein the singular number is used the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. CAPTIONS AND SECTION NUMBERS Section 14.13 : The captions, section numbers, article numbers, and index appearing in this License are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this License nor in any way affect this License. CONTROLLING LAW Section 14.1: This License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this License shall not be affected thereby and each provision of the License shall be valid and enforceable to the fullest extent permitted by the law. The parties expressly understand and agree that this License constitutes a non-exclusive license for use of the Premises. This License is not intended by the parties, nor shall it be legally construed, to convey a leasehold, easement, or other interest in real property. Should either party be compelled to institute arbitration, legal, or other proceedings against the other for or on account of the other party's failure or refusal to perform or fulfill any of the covenants or conditions of this License on its part to be performed or Exhibit A 10-11-2017 Page 11 of 15 fulfilled, the parties agree that the rules and principles applicable to licenses shall govern such actions or proceedings. SUCCESSORS Section 14.15: All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the parties. No rights, however, shall inure to the benefit of any assignee of Transit Authority unless the assignment to such assignee has been approved by the District in writing as provided herein. MODIFICATION AND AMENDMENT Section 14 .16 : This License shall not be modified or amended in any respect except by written agreement executed by both the District and the Transit Authority. TIME OF ESSENCE Section 14 .17 : Time is of the essence with respect to the performance of every provision of this License in which time of performance is a factor. COUNTERPARTS Section 14 .18: This License may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. ATTORNEY'S FEES Section 14.19 : In the event of litigation concerning this License, the prevailing party shall be entitled to receive attorneys and court costs at trial and on appeal. IN WITNESS WHEREOF, the parties hereto have executed this License as of the date first above written with due authority and approval of the respective governing boards. Dated: -~--~t/._l_~b ..... 1._,,.l __ DISTRICT PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT By:ktk Keith Butler, ~ Associate Superintendent, Business Services Exhibit A 10.11-2017 Page 12of15 Dated: -------TRANSIT AUTHORITY PALOS VERDES PENINSULA TRANSIT AUTHORITY By: ___________ _ Exhibit A 10-11-2017 Page 13of15 EXHIBIT A DESCRIPTION OF' PREMISES [TO BE A TT ACHED] Exhibit A 10-11-2017 Page 14of15 RECAP OF LICENSE: TRANSIT AUTHORITY: SCHOOL: CONTACT: ADDRESS: MAILING : PHONE: HOURS : SPACE LICENSED: SQUARE FEET: MONTHLY RA TE: COPYING SERVICES: TERM OF LICENSE: Palos Verdes Peninsula Transit Authority Palos Verdes Peninsula Transit Authority (PVPTA) Crest Road Maintenance Facility John Meyer, PVPTA Staff 38 Crest Road, Rolling Hills, CA 90274 PO Box 2656, PVP CA 90275 BUSINESS : (310) 544-7108 7 :00 a.m . to 5:00 p .m. Monday through Friday (side letter for Saturday authorization) Portable Classroom Building 2400 $50 for Custodial. $1 for annual Fee. $1 ,000.00 budget supplied by District annually July l , 2017-June 30, 2022 Exhibit A 10·11-2017 Page15of15