Rancho Palos Verdes City Council
   

JULY 18, 2006 - APPROVAL OF LEASE EXTENSION BETWEEN THE CITY AND MONTESSORI SCHOOL OF RANCHO PALOS VERDES JULY 18, 2006 - APPROVAL OF LEASE EXTENSION BETWEEN THE CITY AND MONTESSORI SCHOOL OF RANCHO PALOS VERDES



JULY 18, 2006 - APPROVAL OF LEASE EXTENSION BETWEEN THE CITY AND MONTESSORI SCHOOL OF RANCHO PALOS VERDES

TO: HONORABLE MAYOR AND MEMBERS OF CITY COUNCIL

FROM: RON ROSENFELD, DIRECTOR, RECREATION AND PARKS

DATE: JULY 18, 2006

SUBJECT: APPROVAL OF LEASE EXTENSION BETWEEN THE CITY AND MONTESSORI SCHOOL OF RANCHO PALOS VERDES

Staff Coordinator: Matt Waters, Senior Administrative Analyst

RECOMMENDATION

Approve and authorize the Mayor to execute the lease agreement extension between the City and Montessori School of Rancho Palos Verdes.

BACKGROUND

On September 7, 1993, the City entered into a lease agreement with Montessori School of Manhattan Beach, Inc., to lease space at the Ladera Linda Community Center to form the Montessori School of Rancho Palos Verdes. Montessori’s lease was last extended in 2001 for a period of five years, expiring on September 21, 2006. Montessori’s Conditional Use Permit, which was approved August 28, 2001, is valid as long as Montesorri has a lease agreement in effect with the City.

DISCUSSION

Montessori has requested a five-year extension of their current lease, which expires on September 21, 2006. Staff has prepared the attached lease document extending the agreement for the requested five years, from September 21, 2006 to September 21, 2011, with the right of either party to terminate at any time upon six months advance written notice. This document is essentially the same as their 2001 lease with the exception of the lease extension date and an increase in the base rent. Their original security deposit remains on file with the City.

The recommended lease rate of $6734.54 per month approximates lease rates charged by the Palos Verdes Peninsula School District for long-term indoor classroom leases. The District currently charges $1.10 per square foot for ongoing classroom leases, adjusted annually according to the CPI index. The proposed lease agreement with Montessori for the use of five classrooms commences at $1.15 per square foot/per month, adjusted annually according to the CPI index.

FISCAL IMPACT

Revenue generated for the City by this lease will total $6734.54 per month, adjusted annually according to the Consumer Price Index.

Respectfully Submitted,

Ron Rosenfeld
Director, Recreation and Parks

Reviewed,

Les Evans
City Manager

Attachments: Lease Agreement
Conditional Use Permit

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) dated as of September 21, 2006, is entered into by and between the CITY OF RANCHO PALOS VERDES (“Landlord”), and Montessori School of Manhattan Beach, Inc. (“Tenant”).

RECITALS:

A. Landlord is the owner of certain improved and unimproved real property which is not currently needed for City purposes and which Landlord desires to lease to Tenant.

B. Tenant desires to lease a portion of such real property owned by Landlord upon the terms and conditions set forth in this Lease.

NOW, THEREFORE, Landlord and Tenant agree as follows:

1. DESCRIPTION OF PREMISES

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the following portions of that certain real property commonly known as Ladera Linda Community Center: two small bathrooms (5’x5’ and 5’x8’) and Room A in Building E, together with the non-exclusive right to use the adjoining playground in common with others; Room L in Building A, along with the exclusive right to use the adjacent fenced area; and Rooms D, E, and F in Building B, together with the non-exclusive right to use the grass area located directly behind Building B in common with others; (the “Premises”), located at 32201 Forrestal Drive, Rancho Palos Verdes, California. The Premises have been inspected by Tenant and Tenant hereby acknowledges that Tenant is entering into this Lease after such inspection of the Premises and with full awareness of the conditions and character of the Premises and without reliance upon any representation as to the condition or character of the Premises which may have been made by representatives of Landlord. Tenant hereby accepts the Premises “AS IS.”

2. USE

Tenant shall only have the right to use the Premises for the operation of a school under the name “Montessori School of Rancho Palos Verdes”, and for no other purposes.

Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter become effective.

Tenant shall promptly comply with all laws, ordinances, rules, regulations and requirements of governmental or quasi-governmental authorities having jurisdiction over Tenant’s use or operation of the Premises.

Under no circumstances shall Tenant be allowed to keep or bring on the Premises or permit any other person to bring onto the Premises any Hazardous Materials (as defined below). “Hazardous Materials” shall mean (a) any oil, petroleum, petroleum product, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials or pollutants which (i) pose a hazard to the Premises or to persons on or about the Premises or (ii) cause the Premises to be in violation of any law; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; (c) any chemical, material or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” or “toxic substances” or words of similar import under any applicable law; and (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which could pose a hazard to the health and safety of the users of the Premises or the owners and/or occupants of property adjacent to or surrounding the Premises.

Tenant shall have exclusive use of the playground area adjacent to Room A in Building E and the grass area located directly behind Building B only during those hours school is in session. Tenant hereby agrees to make these areas available for use by community individuals and/or groups one hour after students are dismissed from classes on weekdays and all day on weekends and holidays.

3. ACCESS TO PREMISES

Landlord hereby grants to Tenant access to the Premises. Landlord reserves the right to enter the Premises at any time.

4. TERM OF LEASE

Subject to the provisions of Paragraph 5 herein and the right of either party to terminate this Lease at any time upon six (6) month’s advance written notice, the term of this Lease shall be for a period of five (5) years, commencing upon September 21, 2006, (the “Commencement Date”) and terminating on September 21, 2011.

5. SECURITY DEPOSIT

Tenant has deposited with Landlord an amount equal to $4,925.36 as security for the full performance and observance of each and every provision of this Lease. If Tenant defaults on any of its obligations under this Lease including, but not limited to, the payment of Base Rent (as defined below), Landlord may use, apply or retain the whole or any part of this security deposit to satisfy any sum due to Landlord or to defray any expense or damage reasonably incurred by reason of the default. In the event that all or part of the security deposit is so used or applied, Tenant shall, on demand, pay Landlord a like sum to replenish the security deposit. Landlord is not a trustee of the security deposit and may commingle it or use it in the ordinary course of its business. No interest shall accrue on the security deposit for the benefit of the Tenant. Within thirty (30) days after the termination of this Lease, if Tenant has not been in default under the terms of this Lease, Landlord shall return the remaining balance of this security deposit to Tenant. Tenant may not apply the security deposit to the last month’s lease payment.
6. BASE RENT

(a) Initial Base Rent. Tenant covenants to pay to Landlord during the
term hereof, at Landlord’s office at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, or to such other persons or at such other places as directed from time to time by written notice to Tenant from Landlord, an annual base rent (the "Base Rent") of Six Thousand Seven Hundred Thirty Four and Fifty-Four Cents ($6734.54). Each monthly installment of Base Rent shall be due and payable, without demand, in advance, on the first day of each calendar month.

(b) Adjustments to Base Rent. The Base Rent shall be increased, but
not decreased, at the end of the first twelve (12) months after the Commencement Date, and every twelve (12) months thereafter (the annual “Adjustment Date”), throughout the term of this Lease, by an amount equal to the CPI percentage change (if any) for the 12 months ending in May for Los Angeles County. The increase shall be calculated by multiplying the then current Base Rent by one and the percentage increase in the CPI for the month of May preceding the Adjustment Date or the Commencement Date as the case may be.

7. LATE PAYMENTS

Any payments received by Landlord more than ten (10) days after the payment due date specified above (regardless of the date on any check used in payment) shall be subject to a late payment fee of ten percent (10%) of the monthly payment amount. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver by Landlord of Tenant’s default with respect to the overdue amount or prevent Landlord from exercising any other rights and remedies available to Landlord.

8. UTILITIES

Water, gas, and electricity shall be furnished by Landlord and are included in the Base Rent. Any additional utilities or services which Tenant desires (including telephone service) to be furnished shall be at Tenant’s sole cost and expense, subject to the approval of Landlord.

9. MAINTENANCE OF PREMISES

(a) Tenant’s Obligations.

Except as provided in subsection (b) hereof, Tenant shall at Tenant’s sole cost and expense keep and maintain the Premises, including the improvements thereon, in a safe, clean and good condition and repair, ordinary wear and tear and damage by casualty excepted. Tenant shall be responsible for any ordinary maintenance required for operation of the heating and venting systems. Tenant shall be responsible for all custodial and cleaning services at the Premises, and for any repairs or maintenance necessitated or caused by Tenant’s use of the Premises. Landlord shall not be liable or have responsibility for any repairs or to perform any maintenance to the Premises, including the improvements thereon. Landlord shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof, except to the extent caused by Landlord’s use thereof.

(b) Landlord’s Obligations

Landlord shall maintain the roof, structural, electrical, heating, venting, and plumbing at the Premises; provided, however, Tenant shall be responsible for any damage to the Premises or any repairs to the Premises occasioned by Tenant’s use of the Premises (i.e., Tenant shall be responsible for maintenance of plumbing and electrical systems to the extent maintenance or repairs is required due to Tenant’s use of the Premises). Any damage to the Premises arising out of Tenant's use of the Premises shall be paid by Tenant.

10. ALTERATIONS TO PREMISES

No structural changes, alternations, repairs, additions, remodeling or improvements shall be built or made to or upon the Premises by Tenant without the prior written consent of Landlord.

11. TAXES AND NON-USE PAYMENTS

This Lease may create a possessory interest which may be subject to the payment of property taxes levied on such interest. In the event of the foregoing, Tenant shall pay and discharge prior to their due date all taxes and assessments imposed by any duly-constituted authority upon such a use or possessory interest of Tenant, whether the same be assessed to Landlord or to Tenant. Any such taxes or assessment paid by Tenant to Landlord under the provisions hereof will be remitted by Landlord to the appropriate taxing agency in a timely manner, and the payment of such taxes or assessments by Tenant to Landlord shall fully discharge Tenant from its obligation to pay the same. In the event that Landlord shall pay any such taxes or assessments, Tenant shall be obligated to reimburse Landlord therefor.

12. HOLD HARMLESS

Tenant hereby agrees to indemnify and hold Landlord, its officers, directors, employees, representatives and affiliates, harmless against and from any and all claims of damages or injury arising from Tenant’s use of the Premises, or from the conduct of any activity, work, or thing done, permitted or suffered by Tenant in the Premises, the improvements at the site and the parking area, and shall further indemnify and hold harmless Landlord against and from any and all claims, costs, damages, liabilities, or obligations arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault, or omission of the Tenant, or of its agents, employees, visitors, invitees, or licensees, and from and against all costs, attorney’s fees, expenses, and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to and approved by both parties. Tenant shall keep the Premises free of any mechanics’ liens arising from work performed to the Premises by Tenant.

13. INSURANCE

Tenant shall, at all times during the term hereof and at its own cost and expense, procure and continue in force commercial general public liability insurance for bodily injury and property damage, adequate to protect Tenant and Landlord against liability for injury to or death of any person, arising in connection with Tenant’s use of the Premises. Such insurance at all times shall be in an amount of not less than a general liability aggregate limit of Two Million Dollars ($2,000,000), insuring Tenant and Landlord against any and all liability of the insured with respect to the Property. Tenant shall provide Landlord with a certificate evidencing such insurance, and such insurance policy shall not be cancelable by the insurance company without providing Tenant and Landlord with at least 30 days prior written notice.

14. ASSIGNMENT AND SUBLETTING

Tenant shall not voluntarily or by operation of law license, transfer, mortgage, sublet or otherwise encumber all or any part of Tenant’s interest in this Lease or in the Premises, and any attempt to do so shall be wholly void. No subletting or assignment shall relieve Tenant of its obligation to pay the rent which is due and owing to Landlord and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of payments by Landlord from any other person shall not be deemed to be waiver by Landlord of any provision of this Lease or to be a consent of any assignment, subletting or other transfer and shall not be deemed to constitute consent to any subsequent assignment, subletting or other transfer.

15. DEFAULT

(a) Defaults. Any of the following events shall constitute a default under
this Lease by Tenant:

(i) Failure by Tenant to make any payment of rent or other
payment required by this Lease when the same is due, and the continuance of such failure for a period of ten (10) days after notice thereof from Landlord.

(ii) Failure by Tenant to observe or perform any covenant,
condition, or provision in this Lease not already specifically mentioned in this Section, where such failure continues for thirty (30) days after written notice from Landlord notifying Tenant of such failure; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced to cure such default within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(b) Termination of Lease and Remedies. In the event of any default by
Tenant, Landlord may promptly or at any time thereafter, upon notice and demand and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default or breach, terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant:

(i) The worth at the time of award of the unpaid rent which
had been earned at the time of termination;

(ii) The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

(iii) The worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss the Tenant proves can reasonably be avoided; and

(iv) Any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

(c) Nonwaiver. Nothing contained in this Section shall constitute a
waiver of Landlord’s right to recover damages by reason of Landlord’s efforts to mitigate damages to it caused by Tenant’s default; nor shall anything in this Section adversely affect Landlord’s right, as provided in this Lease, to indemnification against liability for damage to persons or property occurring prior to the termination of this Lease.

16. DAMAGE AND DESTRUCTION

In the event of destruction of or damage to the Premises, Landlord shall
have the sole option of either repairing the premises or terminating this Lease as of the date of the destruction or damage. If Landlord chooses to repair the Premises, Tenant shall remain liable under the terms of this Lease and shall pay the rent which is due and owing to Landlord for the damaged Premises should they be fit for occupancy during the time of repair. Tenant shall, however, be obligated to pay the rent during such period of repair only in the proportion that the portion of the Premises which are fit for occupancy bears to the entire Premises.

17. MISCELLANEOUS

(a) Non- Waiver. The failure of Landlord to insist upon strict
performance of any of the terms, conditions or covenants of this Lease shall not be deemed a waiver of any right or remedy Landlord may have and shall not be deemed a waiver of any right or remedy for subsequent breach or default of the terms, conditions, or covenants herein contained.

(b) Resolution of Problems.

1. The Recreation Program Supervisor located at the Ladera Linda Community Center shall report any problems or complaints to the Director of the Montessori School of Rancho Palos Verdes. The Director shall be responsible for seeking a solution to any major or frequently reported problem.

2. In the event problems are not resolved, the Recreation Program Supervisor, Director and owners of the school, Recreation and Parks Director and/or City Manager shall meet to review the situation and propose an appropriate solution.

(c) End of Term. At the end of the term, Tenant shall return the Premises to Landlord in the same condition as received, ordinary wear and tear and damage by casualty (where not caused by Tenant) excepted.

(d) Holding Over. Should Tenant, with or without Landlord’s written consent, hold over after the termination of this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by thirty (30) days’ notice given at any time, upon each and all of the terms herein provided as may be applicable to a month-to-month tenancy, and any such holding over shall not constitute an extension of this Lease.

(e) Attorney Fees. In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, or to secure a judicial determination of any right or obligation of either party hereto, the unsuccessful party in such litigation shall pay to the successful party reasonable costs and expenses, including reasonable attorney fees, incurred therein. Moreover, if either party hereto without fault is made a party to any litigation instituted by or against any other party to this Lease, such other party shall indemnify Landlord or Tenant, as the case may be, against and save it harmless from all costs and expenses, including reasonable attorney fees, incurred by it in connection therewith.

(f) Headings. The section captions contained in this Lease are for
convenience and do not in any way limit or amplify any term or provision of this Lease and shall have no effect on its interpretation.

(g) Entire Agreement. This Lease and any exhibits and or addenda attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or supplemented except by an agreement in writing signed by the parties hereto or their successors in interest.

h) Quiet Possession. Upon paying the rent and complying with all the terms and conditions hereof, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all of the provisions of this Lease.

(i) No Obligation to Construct Improvements. Neither party hereto shall have any obligation whatsoever to construct any improvements, modifications, alterations, or additions to the Premises or to modify any portions of the Premises. If either party shall be deemed by law to be required to construct any improvements, modifications, alterations, or additions to the Premises, whether the reason is to comply with seismic safety requirements, the Americans with Disabilities Act, or any other purpose, then either Landlord or Tenant shall have the right to terminate this Lease in lieu of constructing such improvements, modifications, alterations or additions.

18. EXHIBITS

All exhibits attached hereto are hereby incorporated herein by this reference as if set forth herein in their entirety.

19. PERSONAL GUARANTY

The obligations of Tenant set forth herein are guaranteed by John Ernst and Judith Ernst pursuant to the terms of that certain Guaranty of Lease attached hereto as Exhibit “A” and incorporated herein by this reference dated concurrently herewith.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written above.

MONTESSORI SCHOOL OF MANHATTAN BEACH, INC. (“TENANT”)

By___________________________ By___________________________

Title__________________________ Title__________________________

CITY OF RANCHO PALOS VERDES (“LANDLORD”)

By____________________________

Title___________________________

ATTEST:

____________________________
City Clerk

GUARANTY OF LEASE

THIS GUARANTY OF LEASE (this “Guaranty”) is made as of September 21, 2006, by John Ernst and Judith Ernst (collectively. the “Guarantors” and individually, each a “Guarantor”), in favor of the CITY OF RANCHO PALOS VERDES (“Landlord”).

RECITALS:

A. Landlord and Montessori School of Manhattan Beach, Inc. (“Tenant”) have entered into that certain Lease Agreement dated September 21, 2006, (the “Lease”) concerning the premises located at 32201 Forrestal Drive in the City of Rancho Palos Verdes, State of California.

B. Guarantors have a financial interest in Tenant.

C. Landlord would not execute the Lease if Guarantors did not execute and
deliver to Landlord this Guaranty.

NOW, THEREFORE, for and in consideration of the execution of the Lease by Landlord and as a material inducement to Landlord to execute the Lease, Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee the prompt payment by Tenant of all rentals and all other sums payable by Tenant under the Lease and the faithful and prompt performance by Tenant of each and every one of the terms, conditions and covenants of the Lease to be kept and performed by Tenant, and further agree as follows:

1. It is specifically agreed and understood that the terms of the Lease may be altered, affected, modified or changed by agreement between Landlord and Tenant, or by course of conduct, and the Lease may be assigned by Landlord or any assignee of Landlord without consent or notice to Guarantors and that this Guaranty shall thereupon and thereafter guaranty the performance of the Lease as so changed, modified, altered or assigned.

2. This Guaranty shall not be released, modified or affected by failure or delay on the part of Landlord to enforce any of the rights or remedies of Landlord under the Lease, whether pursuant to the terms thereof or at law or in equity.

3. No notice of default need be given to Guarantors, it being specifically agreed and understood that the guaranty of the undersigned is a continuing guaranty under which Landlord may proceed forthwith and immediately against Tenant or against Guarantors following any breach or default by Tenant or for the enforcement of any rights which Landlord may have as against Tenant pursuant to or under the terms of the Lease or at law or in equity.

4. Landlord shall have the right to proceed against Guarantors hereunder following any breach or default by Tenant without first proceeding against Tenant and without previous notice to or demand upon either Tenant or Guarantors.

5. Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation and protest, (c) all rights to assert or plead any statute of limitations as to or relating to this Guaranty and the Lease, (d) any right to require the Landlord to proceed against Tenant or any other Guarantor or any other person or entity liable to Landlord, (e) any right to require Landlord to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Landlord to proceed under any other remedy Landlord may have before proceeding against Guarantors, and (g) any right of subrogation.

6. (a) Each Guarantor agrees that nothing contained herein shall prevent Landlord from suing on the Lease or from exercising any rights available to it thereunder and that the exercise of any of the aforesaid rights shall not constitute a legal or equitable discharge of Guarantor. Without limiting the generality of the foregoing, each Guarantor hereby expressly waives any and all benefits under California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850.

(b) Each Guarantor agrees that such Guarantor shall have no right of subrogation against Tenant or any right of contribution against any other Guarantor hereunder unless and until all amounts due under the Lease have been paid in full and all other obligations under the Lease have been satisfied. Each Guarantor further agrees that, to the extent the waiver of such Guarantor’s rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation such Guarantor may have against Tenant, and any rights of contribution such Guarantor may have against any other Guarantor shall be junior and subordinate to any rights Landlord may have against such other Guarantor.

(c) To the extent any dispute exists at any time between or among any of the Guarantors as to any Guarantor’s right to contribution, or otherwise, each Guarantor agrees to indemnify, defend and hold Landlord its officers, directors, employees, representatives and affiliates harmless from and against any loss, damage, claim, demand, cost or any other liability (including, without limitation, reasonable attorney fees and costs) Landlord may suffer as a result of such dispute.

(d) The obligations of each Guarantor under this Guaranty shall not be altered, limited or affected by any case, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Tenant or by any defense which Tenant may have by reason of the order, decree or decision of any court or administrative body resulting from any such case. Landlord shall have the sole right to accept or reject any plan on behalf of each Guarantor proposed in such case and to take any other action which such Guarantor would be entitled to take, including, without limitation, the decision to file or not file a claim. Each Guarantor acknowledges and agrees that any payment which accrues with respect to Tenant’s obligations under the Lease (including, without limitation, the payment of rent) after the commencement of any such proceeding (or, if any such payment ceases to accrue by operation of law by reason of the commencement of said proceeding, such payment as would have accrued if said proceedings had not been commenced) shall be included in Guarantor’s obligations hereunder because it is the intention of the parties that said obligations shall be determined without regard to any rule or law or order which may relieve Tenant of any of its obligations under the Lease. Each Guarantor hereby permits any trustee in bankruptcy, receiver, debtor-in-possession, assignee for the benefit of creditors or similar person to pay Landlord, or allow the claim of Landlord in respect of, any such payment accruing after the date on which such proceeding is commenced. Each Guarantor hereby assigns to Landlord such Guarantor’s right to receive any payments from any trustee in bankruptcy, receiver, debtor-in-possession, assignee for the benefit of creditors or similar person by way of dividend, adequate protection payment or otherwise.

7. The term “Landlord” whenever hereinabove used refers to and means the Landlord in the Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee in such Lease or any part thereof, whether by assignment or otherwise. So long as the Landlord’s interest in or to the leased premises or the rents, issues and profits therefrom, or in to or under the Lease, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantors of the Landlord’s interest in the leased premises or under said Lease shall affect the continuing obligation of Guarantors under this Guaranty which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment, or any purchaser at a sale by judicial foreclosure or under private power of sale, and of the successors and assigns of any such mortgagee, beneficiary, trustee, assignee or purchaser.

8. The term “Tenant” whenever hereinabove used refers to and means the Tenant in the Lease specifically named and also any assignee or sublessee of said Lease and also any successor to the interest of said Tenant, assignee or sublessee of such of such Lease or any part thereof, whether by assignment, sublease or otherwise.

9. In the event any action be brought by said Landlord against Guarantors hereunder to enforce the obligations of Guarantors hereunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney’s fee which shall be fixed by the court.

IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the day and year first above written.

“GUARANTORS”

By:____________________________

John Ernst

Address:_______________________

Telephone:_____________________

By:____________________________

Judith Ernst

Address:_______________________

Telephone:_____________________

P.C. RESOLUTION NO. 2001- 27

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF RANCHO PALOS VERDES APPROVING CONDITIONAL USE PERMIT NO. 176 – REVISION “C”, THEREBY PERMITTING THE CONTINUED OPERATION OF THE MONTESSORI SCHOOL OF RANCHO PALOS VERDES AT THE LADERA LINDA COMMUNITY CENTER, WITH 112 STUDENTS AND EXPANDING THE SCHOOL TO INCLUDE THE AREA BETWEEN BUILDING A AND THE STAFF PARKING FOR A PLAYGROUND (32201 FORRESTAL DRIVE).

WHEREAS, on August 24, 1993, the Planning Commission adopted P.C. Resolution No. 93-22, approving the application for Conditional Use Permit No. 176 by the Montessori School of Rancho Palos Verdes, for use of two rooms, a playground area, and a fenced parking area at the Ladera Linda Community Center; and,

WHEREAS, on June 13, 1995, the Planning Commission adopted P.C. Resolution No. 95-23, approving the application for Conditional Use Permit No. 176 – Revision “A”, for expansion of the Montessori School of Rancho Palos Verdes by an additional room, the reconversion of a storage area into functional restrooms, and the use of a grassy area for a playground; and,

WHEREAS, on April 23, 1996, the Commission adopted P.C. Resolution No. 96-10, approving the application for Conditional Use Permit No. 176 – Revision “B”, for the expansion of the Montessori School of Rancho Palos Verdes by utilizing Rooms D and F within Building B; and,

WHEREAS, Conditional Use Permit No. 176 – Revision “B” expired on August 24, 1998; and,

WHEREAS, on May 4, 2001, the applicant submitted Conditional Use Permit No. 176 – Revision “C” for a time extension, and a request to increase the maximum student enrollment and to utilize the area between Building A and the staff parking for a performance/playground area for the children; and,

WHEREAS, upon submittal of the additional information requested by Staff, Conditional Use Permit No. 176 – Revision “C” was deemed complete by Staff on August 1, 2001; and,

WHEREAS, pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulations, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines, and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), Staff found no evidence that Conditional Use Permit No. 176 – Revision “C” would have a significant effect on the environment and, therefore, the project has been found to categorically exempt (Class 1, Section 15301(a)) since the proposed extension is for the continual operations within existing buildings; and,

WHEREAS, on August 28, 2001, after notice issued pursuant to the provisions of the Rancho Palos Verdes Municipal Code, the Planning Commission held a public hearing to consider the request for Conditional Use Permit No. 176 – Revision “C”, at which time all interested parties were given an opportunity to be heard and present evidence.

NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF RANCHO PALOS VERDES DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

Section 1: The site is adequate in size and shape to accommodate said use and for all of the yards, setbacks, walls or fences, landscaping and other features required by this title [Title 17 “Zoning”] or by conditions imposed under this section [Section 17.60.050] to adjust said use to those on abutting land and within the neighborhood because the Montessori School has not modified the physical characteristics of the existing site, and the uses continue to be less intense than when the site was operating as a public elementary school.

Section 2: The site for the existing use relates to streets and highways sufficient to carry the type and quantity of traffic generated by the Montessori School since the site was designed to accommodate a maximum capacity of 338 students, and the Montessori School is less intense in terms of traffic generation due to the enrollment of a maximum 112 students.

Section 3: In extending the approval of the educational use, increasing the maximum student enrollment limit to 112, and expanding the School to include the area between Building A and the staff parking for a performance/playground area, there will be no significant adverse effect on adjacent property or the permitted use thereof because no recurring problems have been reported to the City since Conditional Use Permit No. 176 was approved, and the City anticipates no impacts as a result of the further extension of this permit.

Section 4: The existing uses are not contrary to the General Plan because the uses are consistent with an educational nature and are community service oriented, which is consistent with the Institutional/Educational land use designation.

Section 5: The former Ladera Linda Community Center site is not within any of the overlay control districts established by Chapter 17.40 (Overlay Control Districts) of this title [Title 17 “Zoning], so there is no need to ensure that the uses comply with the requirements of this chapter.

Section 6: Conditions regarding any of the requirements listed in PRVDC Section 17.60.050(A)(6), which the Planning Commission finds to be necessary to protect the health, safety and general welfare, have been imposed [including but not limited to]: setbacks, and buffers; fences or walls; lighting; vehicular ingress and egress; noise, vibration, odors and similar emissions; landscaping; maintenance of structures, grounds or signs; service roads or alleys; and such other conditions as will make possible development of the City in an orderly manner and in conformity with the intent and purposes set forth in this title [Title 17 “Zoning”], were met during the design and approval process for the original school, which continue to comply with the City’s current standards. Further, the conditions of approval incorporated under CUP 176, and subsequent Revisions “A” and “B” that continue to be relevant remain in place as part of this Revision “C”.

Section 7: Acknowledging that the Montessori School leases classrooms from the City, Staff has incorporated a condition of approval that links approval of CUP 176 – Revision “C” to the lease agreement.

Section 8: Any interested person aggrieved of this decision or by any portion of this decision may appeal to the City Council. Pursuant to Section 17.60.060 of the Rancho Palos Verdes Municipal Code, any such appeal must be filed with the City, in writing and with the appropriate appeal fee, no later than fifteen (15) days following August 28, 2001, the date of the Planning Commission’s final action.

Section 9: For the foregoing reasons and based on information and findings contained in the Staff Reports, Minutes, and other records of the proceedings, the Planning Commission of the City of Rancho Palos Verdes hereby grants an extension to Conditional Use Permit No. 176 – Revision “C”, which allows a time extension to Conditional Use Permit No. 176 – Revision “C”, allows an increase in the maximum student enrollment, and allows the use of the area between Building A and the staff parking for use as a performance/playground area, subject to the Conditions of Approval contained in Exhibit "A", attached hereto and made a part hereof, which are necessary to protect the public health, safety, and welfare.

PASSED, APPROVED, and ADOPTED this 28th day of August 2001 by the following roll call vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

_______________________
Frank Lyon
Chairman

Joel Rojas, AICP
Director of Planning, Building and
Code Enforcement; and, Secretary
to the Planning Commission

EXHIBIT 'A'
CONDITIONS OF APPROVAL
CONDITIONAL USE PERMIT NO. 176 – REVISION “C”

The following conditions of approval shall replace and supercede the previous conditions of approval of Conditional Use Permit No. 176, and subsequent Revisions “A” and “B”:

1. The applicant/property owner or a designated representative shall submit to the City a statement, in writing, that they have read, understand and agree to all conditions of approval contained in this approval. Failure to provide said written statement within ninety (90) days following the date of this approval shall render this approval null and void.

2. This approval shall be valid until the time that Montessori School of Rancho Palos Verdes vacates the site by request of the City of Rancho Palos Verdes, or their lease is terminated.

3. The Montessori School is limited to utilizing and operating within the following rooms and areas, as described below and illustrated in the attached site plan: Room J of Building A, including the fenced area to the north for staff parking; all rooms of Building B, including the adjacent playground area to the south; Room A and the bathrooms of Building E, including the adjacent playground to the south; and the area between Building A and the staff parking for use as a performance/playground area.

4. The applicant shall be responsible for verifying that all requirements from other Departments and agencies are complied with.

5. The applicant shall obtain approval from the Director of Recreation and Parks and/or the Director of Public Works prior to making any modifications, alterations, or additions on the school site. Further, the appropriate City Department shall inspect the work.

6. The Montessori School shall provide the Director with an official enrollment list at the beginning of each academic year (by September 15th) to verify that the 112-student enrollment limit has not been exceeded. If the applicant wishes to increase the 112-student enrollment limit, a revision to this CUP shall be required.

7. The applicant shall provide the Director with a copy of the license issued by the State Department of Social Services Community Care Licensing Agency indicating compliance with all State requirements and authorizing the operation of the Montessori School at the Ladera Linda Community Center site.

8. The approval of Conditional Use Permit No. 176 – Revision “C” is granted to the applicant (Montessori School of Rancho Palos Verdes), and shall not be transferred to another organization, group, etc. The approval of this permit shall be contingent upon a valid lease agreement between the Montessori School of Rancho Palos Verdes and the City of Rancho Palos Verdes. Failure to comply with and adhere to all of these conditions of approval, and/or with the conditions and requirements of the lease agreement, may be cause to revoke the approval of Conditional Use Permit No. 176 – Revision “C” by the Planning Commission after conducting a public hearing on the matter not complied with.

9. No signs are approved with this permit. Any request for signage shall be reviewed and approved by the City of Rancho Palos Verdes prior to the installation of any sign.