Portuguese Bend Cooperative Nursery School (2010) f f
LICENSE AGREEMENT
This document is to be considered an Agreement between the City of Rancho Palos
Verdes(the"City")and the Portuguese Bend Cooperative Nursery School(the"School")to
permit utilization of a portion of Abalone Cove Beach by the School.
LICENSE: City hereby grants to School a nonexclusive license to use the Premises, as
defined later in this Agreement, subject to the terms and conditions set forth herein, at no
cost and for the purpose of conducting a non-profit parent participation daycare nursery
school.
TERM: The term of this Agreement is on Tuesdays, Wednesdays, and Thursdays only
from 8:30 a.m. to 12:00 p.m. commencing on September 1, 2010 and terminating on June
30, 2011, unless sooner terminated pursuant to the terms of this Agreement.
PREMISES: The term "Premises" refers to that portion of the Abalone Cove Beach just
east of the lifeguard station commonly described as the playground area, consisting of two
small sheds, various playground equipment within a fenced area, and storage, restroom
and kitchen facilities within the adjacent permanent structure.
STUDENT: Regarding the School, the term "Student"shall include but is not limited to any
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person,whether adult or child,who participates for any period of time in one or more of the
School's activities or is otherwise on the Premises in affiliation with the School for any
reason. "Student" includes a participant's parent or legal guardian if that participant is a
minor.
SCHOOL'S RESPONSIBILITIES: The School shall comply with all of the following:
a. Comply with and abide by all applicable rules and regulations adopted by the
City;
b. Comply with all applicable City, county, state and federal laws, and in the course
thereof obtain and keep in effect all permits and licenses required to conduct the
authorized activities on the Premises;
c. Maintain the area occupied in a clean and sanitary condition at all times, and
report to Maintenance Supervisor(544-5336) all vandalism and/or damage to the
Premises by man-made or natural causes;
d. Operate without interfering with the public use of the Premises;
e. Remove any official, officer, employee, agent, volunteer or Student who fails to
conduct the authorized activities on the Premises in the manner described in this
Agreement;
f. Not utilize or allow any of its officials, officers, employees, agents and volunteers
to utilize vehicles exceeding 6,000 pounds gross vehicle weight from the entire
Abalone Cove Beach, including the Abalone Cove Beach parking lot;
g. Not allow more than seven (7) vehicles belonging to the School or its officials,
officers, employees, agents, volunteers or Students to be parked in the "on
beach" parking lot;
h. Require that all vehicles used for the purpose of delivering or retrieving
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c r
participants ants 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 City and emergency vehicles;
j. Cause to be repaired any and all damaged property arising out of the conduct of
School's activities on the Premises;
k. Upon termination of this Agreement, restore the area occupied to the condition
that existed prior to the commencement of the activities authorized by this
Agreement, other than for ordinary wear and tear and damage or destruction
from forces beyond the control of the School;
I. Provide all security devices required for the protection of the fixtures and
personal property used in the conduct of the authorized activities of the School
from theft, burglary or vandalism, provided written approval for the installation
thereof is first obtained from the Director of Recreation and Parks;
m. Not display advertising signs on or near the Premises other than signage
displaying the name of the School;
n. Employ an independent lifeguard any time School activities are in or near the
water or any time the School's Students who are minors have reasonable access
to the water; and
o. Permit the Director of Recreation and Parks or other authorized representatives
of the City to enter the Premises at any time for the purpose of determining
compliance with the terms of this Agreement, or for any other purpose incidental
to the performance of the duties required by the City of Rancho Palos Verdes
Municipal Code.
ALTERATIONS AND IMPROVEMENTS: School accepts the Premises in its present state
and condition and waives any and all demands upon the City for alteration or improvement
thereof. School shall make no alterations or improvements to the Premises without the
written prior approval of the Director of Recreation and Parks. Any alterations,additions,or
betterments to the Premises shall become the property of City upon termination of this
Agreement.
INDEMNITY: School shall defend, indemnify and hold harmless the City and its officials,
officers,employees, agents and volunteers free and harmless from all tort liability, including
liability for claims, suits, actions, expenses or costs of any kind,whether actual, alleged or
threatened, actual attorneys'fees, experts'fees, or court costs incurred by the City, to the
extent arising out of or in any way connected with, in whole or in part,the negligent or other
wrongful or reckless acts, omissions or willful misconduct of the School or any of the
School's officials, officers, employees, agents, volunteers and Students in the use of the
Premises. This includes but is not limited to claims, suits and liabilities for bodily injury,
death or property damage to any individual or entity, including officials,officers, employees,
agents, volunteers or Students of the School.
INSURANCE:
a. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of general liability insurance with
minimum limits of one million dollars ($1,000,000) for each occurrence and two
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million dollars
general aggregate for bodily injury, death, loss or
($2,000,000)
property damage in relation to this Agreement. The general liability insurance shall
contain endorsements naming the City and its officers, officials, agents and
employees as additional insured.
b. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of Automobile Liability Insurance as
required by law.
c. School shall at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect Workers' Compensation insurance as required by the
law.
d. All insurance policies shall be issued by an insurer admitted to do business in the
State of California and rated in A.M. Best's Insurance Guide with a rating of A:VIE or
better.
e. All insurance policies shall provide that insurance coverage shall not be cancelled
by the insurance carrier without thirty(30)days prior written notice to City or ten(10)
days if cancellation is due to nonpayment of premium. School agrees that it will not
cancel or reduce said insurance coverage.
f. School agrees that if it does not keep the aforesaid insurance in full force and effect
throughout the full term of this Agreement, City may immediately terminate this
Agreement.
g. School shall file with the City prior to commencement of this Agreement either
certified copies of said policies or certificates of insurance executed by the company
or companies issuing the policies, certifying that the policies are in force in the
required amounts. At all times during the term of this Agreement, School shall
maintain on file with the City Clerk the certified copies of the policies or the
certificates of insurance showing that the aforesaid policies are in effect in the
required amounts.
h. The insurance provided by School shall be primary to any coverage available to
City. The insurance policies (other than Workers' Compensation) shall include
provisions for waiver of subrogation.
SUSPENSION OF USE OF PREMISES: Upon City notice that improvements are required
on or near the Premises, the School shall temporarily relocate within ten (10) days of the
City's notice until the improvements are completed. In the event that an authorized
representative of the City finds that the activities being held on the Premises unnecessarily
endanger the health and/or safety of persons on or near the Premises, the City shall notify
the School to cease the activities or cease its use of the Premises, at the City's discretion,
and the School shall immediately comply.
TERMINATION: The City reserves the right to terminate this Agreement upon ninety(90)
days advance written notice, with or without cause. School agrees that if default shall be
made in any of the provisions of this Agreement, City may immediately revoke and
terminate this Agreement.
ASSIGNMENT: Neither this Agreement nor any part thereof shall be assigned by School
without the prior written consent of the City.Any such purported assignment without written
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consent shall be null and void, and School shall hold harmless, defend and indemnify the
City and its officers, officials, employees, agents and representatives with respect to any
claim, demand or action arising from any unauthorized assignment.
INDEPENDENT CONTRACTOR: School is and shall at all times remain, as to the City, a
wholly independent contractor. Neither the City nor any of its agents shall have control
over the conduct of School or any of the School's employees, except as herein set forth,
and School is free to dispose of all portions of its time and activities which it is not obligated
to devote to the City in such a manner and to such persons, firms, or corporations at the
School wishes except as expressly provided in this Agreement.School shall have no power
to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of
the City as an agent. School shall not, at any time or in any manner, represent that it or any
of its officials, officers, agents, employees, volunteers or Students are in any manner
agents or employees of City. School shall fully comply with all Workers' Compensation
laws regarding School and its employees. School further agrees to indemnify and hold the
City harmless from any failure of School to comply with applicable Workers'Compensation
laws.
ENTIRE AGREEMENT: This Agreement represents the entire and integrated agreement
between City and School and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended, or
provisions or breach may be waived, only by subsequent written agreement signed by both
parties.
CONSTRUCTION: In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
SEVERABILITY: If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
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:
To CITY:
Ms. Holly Starr, Recreation Services Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
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a
To CONSULTANT:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
PORTUGUESE BEND COOPERATIVE NURSERY SCHOOL
ia S Yancheson, esident
CITY OF RANCHO PALOS VERDES
AtieL
Ste aniowic , ayor
ATTEST:
at jet('7004A,WA_
Carla Morreale, City Clerk
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