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CC SR 20150818 J - Portuguese Bend Cooperative Nursery SchoolMEMORANDUM LA&x RANCHO PALOS VERDES TO: HONORABLE MAYOR AND MEMBERS OF CITY COUNCIL FROM: CORY LINDER, DIRECTOR, RECREATION AND PARKS 1*`' DATE: August 18, 2015 SUBJECT: APPROVAL OF A ONE-YEAR LICENSE AGREEMENT BETWEEN THE CITY AND THE PORTUGUESE BEND COOPERATIVE NURSERY SCHOOL REVIEWED: DOUG WILLMORE, CITY MANAGER AAAr Staff Coordinator: Dan Trautner, Recreation Services Manager RECOMMENDATION Approve and authorize the Mayor to execute the agreement between the City and the Portuguese Bend Cooperative Nursery School. BACKGROUND The Portuguese Bend Cooperative Nursery 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 purchased the property, the City of Rancho Palos Verdes leased the area from the County, and the nursery school was allowed to continue its operation. In 1988, the City acquired the property from the County and the school continued at this location as before. The nursery school currently utilizes a portion of the beach sand area enclosed by fencing near the L.A. County lifeguard tower, the adjacent roofed patio area, and the flagstone area during its operating hours. The site includes a small building that houses restroom facilities, a kitchen, and craft areas. The school and site are administered by a non-profit organization founded for the purpose of providing preschool education. Historically, the school has not paid rent to the City for use of the site. Approximately thirty children currently attend the school September through June on Tuesdays, Wednesdays, and Thursdays from 8:30 a.m. to 12:00 p.m. The school is primarily operated and maintained by parents, with one paid director and one paid teacher. When the school is not in session, the outdoor playground is available to the 1 Portuguese Bend Cooperative Nursery School Agreement August 18, 2015 Page 2 public. During the summer, some holidays and weekends, the LA County Lifeguards utilize the structure. DISCUSSION The Portuguese Bend Nursery School has requested an extension of the current license agreement, which will expire June 30, 2015. Staff has prepared the attached license agreement, which allows the School to use the same facilities for an additional one-year term, from September 1, 2015 to June 30, 2016, with the right of either party to terminate at any time upon 90 days written notice. The hours of operations will remain unchanged, with classes taking place on Tuesday, Wednesday, and Thursday from 8:30 a.m. to 12:00 p.m. The City Attorney has reviewed the agreement. FISCAL IMPACT The City does not receive rent from the school for use of the facilities. From time to time, the School has made some minor improvements to the site, with the City's permission. Other than the ongoing upkeep to the facilities, there is no fiscal impact as a result of executing the agreement. Attachment: Portuguese Bend Cooperative Nursery School 2015-16 Agreement (page 3) 2 LICENSE AGREEMENT This document is an Agreement between the City of Rancho Palos Verdes (the "City") and the Portuguese Bend Cooperative Nursery School (the "School") to permit utilization of a portion of Abalone Cove Beach by the School. LICENSE: City hereby grants to School a nonexclusive license to use the Premises, as defined in this Agreement, subject to the terms and conditions set forth herein, at no cost and for the purpose of conducting a non-profit parent participation daycare nursery school. TERM: The term of this Agreement commences on September 1, 2015 and terminates on June 30, 2016, unless sooner terminated pursuant to the terms of this Agreement. Use of the Premises by the School is limited to Tuesdays, Wednesdays, and Thursdays only, from 8:30 a.m. to 12:00 p.m. PREMISES: The term "Premises" refers to that portion of the Abalone Cove Beach just east of the lifeguard station, commonly described as the playground area, consisting of two small sheds, various items of outdoor playground equipment within a fenced area, and storage, restroom and kitchen facilities within the adjacent permanent structure. STUDENT: Regarding the School, the term "Student" shall include, but is not limited to, any person, whether adult or child, who participates for any period of time in one or more of the School's activities or is otherwise on the Premises in affiliation with the School for any reason. "Student" includes a participant's parent or legal guardian if that participant is a minor. SCHOOL'S RESPONSIBILITIES: The School shall comply with all of the following: a. Comply with and abide by all applicable rules and regulations adopted by the City; b. Comply with all applicable City, county, state and federal laws, and in the course thereof obtain and keep in effect all permits and licenses that are required to conduct the authorized activities on the Premises; c. Maintain the area occupied in a clean and sanitary condition at all times, and report to Maintenance Superintendent (310-544-5336) all vandalism and/or damage to the Premises by man-made or natural causes; d. Operate without interfering with the public use of the Premises; e. Remove any official, officer, employee, agent, volunteer or Student who fails to conduct the authorized activities on the Premises in the manner described in this Agreement; f. Not utilize or allow any of its officials, officers, employees, agents and volunteers to utilize any vehicle exceeding 6,000 pounds gross vehicle weight within any area other than the upper parking lot, so that such vehicles are precluded from the entire Abalone Cove Beach, including the lower parking area that is located adjacent to the Abalone Cove Beach; 9 g. Not allow more than seven (7) vehicles belonging to the School or its officials, officers, employees, agents, volunteers or Students to be parked in the "on beach" parking lot; h. Require that all vehicles used for the purpose of delivering or retrieving participants shall be parked off of the road in the cleared space provided at the ingress/ egress gate; i. Keep the road and its access clear at all times for City and emergency vehicles; j. Cause to be repaired any and all damaged property arising out of the conduct of School's activities on the Premises; k. Upon termination of this Agreement, restore the area occupied to the condition that existed prior to the commencement of the activities authorized by this Agreement, other than as a result of ordinary wear and tear and damage or 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. ALTERATIONS AND IMPROVEMENTS: School accepts the Premises in its present state and condition and waives any and all demands upon the City for alteration or improvement thereof. School shall make no alterations or improvements to the Premises without the written prior approval of the Director of Recreation and Parks. Any alterations, additions, or betterments to the Premises shall become the property of City upon termination of this Agreement. INDEMNITY: School shall defend, indemnify and hold harmless the City and its officials, officers, employees, agents and volunteers free and harmless from all tort liability, including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, actual attorneys' fees, experts' fees, or court costs incurred by the City, to the extent arising out of or in any way connected with, in whole or in part, the negligent or other wrongful or reckless acts, omissions or willful misconduct of the School or any of the School's officials, officers, employees, agents, volunteers and Students in the use of the Premises, except for such loss or damage arising from the sole negligence or willful misconduct of the CITY. This includes but is not limited to claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including officials, officers, employees, agents, volunteers or Students of the School. 2 El INSURANCE: a. School shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of general liability insurance with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, death, loss or property damage in relation to this Agreement. The general liability insurance shall contain endorsements naming the City and its officers, officials, agents and employees as additional insureds. b. School shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance as required by law. c. School shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect Workers' Compensation insurance as required by the law. d. All insurance policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. e. All insurance policies shall provide that insurance coverage shall not be cancelled by the insurance carrier without thirty (30) days prior written notice to City or ten (10) days if cancellation is due to nonpayment of premium. School agrees that it will not cancel or reduce said insurance coverage. f. School agrees that if it does not keep the aforesaid insurance in full force and effect throughout the full term of this Agreement, City may immediately terminate this Agreement. g. School shall file with the City prior to commencement of this Agreement either certified copies of said policies or certificates of insurance executed by the company or companies issuing the policies, certifying that the policies are in force in the required amounts. At all times during the term of this Agreement, School shall maintain on file with the City Clerk the certified copies of the policies or the certificates of insurance showing that the aforesaid policies are in effect in the required amounts. h. The insurance provided by School shall be primary to any coverage available to City. The insurance policies (other than Workers' Compensation) shall include provisions for waiver of subrogation. SUSPENSION OF USE OF PREMISES: Upon notice from the City that improvements are required on or near the Premises, the School shall temporarily relocate within ten (10) days of the City's notice until the improvements are completed. In the event that an authorized representative of the City finds that the activities being held on the Premises endanger the health and/or safety of persons on or near the Premises, or in the event that the City determines that there is a potential emergency or any other risk to the Students, the City shall notify the School to cease the activities or cease its use of the Premises, at the City's discretion, and the School shall immediately comply. TERMINATION: The City or the School may terminate this Agreement upon ninety (90) days advance written notice to the other party, with or without cause. School agrees that if 3 5 default shall be made in any of the provisions of this Agreement, or if City determines that the continued operation of the School at the premises poses a risk to the Students, City may immediately revoke and terminate this Agreement. ASSIGNMENT: Neither this Agreement nor any part thereof shall be assigned by School without the prior written consent of the City. Any such purported assignment without written consent shall be null and void, and School shall hold harmless, defend and indemnify the City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. INDEPENDENT CONTRACTOR: School is and shall at all times remain, as to the City, a wholly independent contractor. Neither the City nor any of its agents shall have control over the conduct of School or any of the School's employees, except as herein set forth. School shall have no power to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City as an agent. School shall not, at any time or in any manner, represent that it or any of its officials, officers, agents, employees, volunteers or Students are in any manner agents or employees of City. School shall fully comply with all Workers' Compensation laws regarding School and its employees. School further agrees to indemnify and hold the City harmless from any failure of School to comply with applicable Workers' Compensation laws. ENTIRE AGREEMENT: This Agreement represents the entire and integrated agreement between City and School and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by a subsequent written agreement signed by both parties. CONSTRUCTION: In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. SEVERABILITY: If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. NON -WAIVER OF TERMS, RIGHTS AND REMEDIES: Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by the CITY shall in noway impair or prejudice any right or remedy available to the CITY with regard to such breach or default. NOTICE: Except as otherwise required by law, any notice, request, direction, demand, 4 Al • 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 - Daniel Trautner, Recreation Services Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To SCHOOL: Sandy Holderman 3420 Palos Verdes Drive West Rancho Palos Verdes, CA 90275 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. PORTUGUESE BEND COOPERATIVE NURSERY SCHOOL Sandy Holderman, Director CITY OF RANCHO PALOS VERDES Jim Knight, Mayor ATTEST: Carla Morreale, City Clerk 7