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CONTRACT 4887A AmendmentAgreement No. 4887A FIRST AMENDED AND RESTATED SETTLEMENT AGREEMENT BETWEEN THE WISEBURN UNIFIED SCHOOL DISTRICT AND THE CITY OF EL SEGUNDO This Agreement ( "Agreement ") is made and entered into this 19th day of January 2016 by and between the Wiseburn Unified School District, a school district organized in accordance with the California Education Code ( "District ") and the City of El Segundo, a general law city and municipal corporation ( "City "). These parties may also be referred to in this Agreement individually as a "Party" and collectively as "Parties." 1. RECITALS. This Agreement is entered into with reference to the following facts and objectives: A. On May 22, 2013, the Parties entered into a Settlement Agreement that resolved a dispute regarding District's High School and the Property (the "Original Agreement "). To the extent they are applicable, the definitions set forth in the Original Agreement are incorporated into this Agreement by reference. B. To the extent they continue to be relevant for purposes of this Agreement, the recitals set forth in Section 1 of the Original Agreement are incorporated by reference. C. Since the Original Agreement was executed, representatives from each Parry met met to implement the terms and conditions of the Original Agreement. D. Following a revision to the Project and an Addendum to the FEIR approved on November 20, 2014, the Parties identified additional mutual interests for helping to resolve the Dispute. Among other things, the Parties seek to construct a larger Aquatics Center than anticipated in the Original Agreement. E. The District Board and City's City Council believe that the public interest is served by settling the Dispute on the terms provided in this Agreement. This Agreement is intended by the Parties to resolve the Dispute in all respects. SETTLEMENT AGREEMENT Agreement No. 4887A FOR AND IN CONSIDERATION of the above - referenced recitals and the promises and covenants contained in this Agreement, the Parties agree as follows: 2. AQUATICS CENTER. A. As described below, District agrees to design, and, if approved by the District Board, District agrees to cause construction of an "Aquatics Center" on the Property. B. At a minimum, the Aquatics Center must encompass approximately two (2) acres at the northwest corner of the Property and include the following: i. An outdoor 54 x 25 meter pool for swimming, water polo, physical education/recreational use. In addition, based on the El Segundo "Upgrade Option," the Aquatics Center should include a snack or small kitchen facility and a four lane shallow warm up pool with separate changing facilities for men and women. If the Aquatics Center budget allows (as reasonably determined by each Party), the Aquatics Center should include spring board diving board. ii. Two moveable bulkheads for short course swim. iii. Associated support structures /facilities to include at a minimum locker rooms and restrooms with an additional family restroom. iv. Separate meters for electricity, water, and gas to be installed to- differentiate the Aquatics Center from the rest of the High School. If the Aquatics Center budget allows (as reasonably determined by each Party), the Aquatics Center should include a Cogeneration system. V. The Aquatics Center may include solar panels to reduce the cost of utilities. vi. The original conceptual design for the Aquatics Center is attached as Exhibit "A," and incorporated by reference (the "Conceptual Design ") and 2 SETTLEMENT AGREEMENT Agreement No. 4887A the New El Segundo Upgrade Option is attached in Exhibit `B" and incorporated by reference "New El Segundo Upgraded Option." C. If, before construction commences on the Aquatics Center, the final budget for the Aquatics Center provides inadequate funding for all of the options identified in Section 2(B), then the Parties agree to cooperate to reduce the cost of the Aquatic Center through value engineering; eliminating or reducing elements; and otherwise redesigning the Aquatics Center to make it more cost effective. D. The Final Design. i. The Final Design for the Aquatics Center must be consistent with all requirements of applicable law including, without limitation, the Education Code and California State high school facility requirements. ii. The Final Design for the Aquatics Center will be consistent with, not be materially different from, and not be smaller than the Conceptual Design. iii. District will form a Design Committee for the Aquatics Center and City will be entitled to representation on this Committee. District will accommodate, to the extent reasonable and feasible, the comments of City. Except as set forth in clause (iv) with respect to equipment choices for the Aquatics Center, the determination of the ultimate Final Design for the with-the-District Board. iv. With respect to decisions about equipment choices relating to operation efficiencies of the Aquatics Center and the quality of the equipment, District must implement the recommendations of City provided that such recommendations do not cause District's total costs for the Aquatics Center to exceed project funding/budget of $6,000,000 as specified in Section 6(A) below, or City pays for any costs in excess of this amount. V. Should City and District have a dispute regarding matters under clause (iv), District and City agree to submit such a dispute to nonbinding SETTLEMENT AGREEMENT Agreement No. 4887A mediation as quickly as is practicable. The mediator must be a person specializing in construction matters related to public agencies. If agreement can be reached, the Parties agree to enter into a written mediation settlement agreement setting forth the terms and conditions of the issues upon which the parties have come to an agreement. If the Parties enter into a mediation settlement agreement, it may be enforced in any court of competent jurisdiction. Both Parties agree to share the fees and costs of the mediation equally except that legal, witness, and expert costs are the direct responsibility of each individual Party. E. None of the Parties may take any action in using, operating, or running the Aquatics Center that would jeopardize the tax exempt status of the bonds used to construct the Project and the Aquatics Center. F. The Aquatics Center will be named "City of El Segundo — Wiseburn Unified School District Aquatics Center ", or such other name as mutually agreed to by District and City. 3. PROCESSING AQUATICS CENTER PROJECT. A. Timing Milestones /Requirements: If the amended settlement agreement is approved by District Board, District must immediately rnodify- its - Project flans -t(, itielttde-4he-AEluatics-- =--- -- Center and submit such plans to the Division of State Architect ( "DSA ") as soon as reasonably practical. ii. Once DSA approves the Aquatics Center plans, District must undertake construction pursuant to its normal procedures in a timely fashion. District must inform City on an ongoing basis regarding District's progress and be provided the Notice Inviting Bids, as well as construction schedules submitted by the successful bidder. 4 SETTLEMENT AGREEMENT Agreement No. 4887A iii. For any future change to the Aquatics Center, District will remain lead agency for CEQA purposes. Designation as lead agency does not require District to bear any or all costs of any future modification. 4. AQUATICS CENTER JOINT USE AGREEMENT. A. The Parties agree to separately enter into a Joint Use Agreement ( "JUA ") for use of the Aquatics Center in accordance with the requirements of this Agreement. The JUA will be executed by the Parties to this Agreement only; no other person including, without limitation, the ESUSD, will be a party to the JUA or a third - party beneficiary. City may, in its sole discretion, determine how (or if) ESUSD may access or use the Aquatics Center other than as provided in this Agreement. B. The JUA for the Aquatics Center must, at a minimum, provide as follows: i. The term must be at least 25 years with a 25 year renewal option, and a subsequent 25 year renewal option that may only be exercised at City's request. ii. The form of the JUA must be substantially similar to existing joint facility use agreements between school districts and cities in California. iii. Unless otherwise provided in the JUA, District and ESUSD will have exclusive (i.e., public use is prohibited during these times) and equal use I'll .,, ,,of.the ,,Aquatics - Centers including -the therapy -pool; -Monday4hrough - , - Friday, for a maximum of six hours per day for the period commencing one week before the start of the District's School Year through the end of the District's School Year, and on select pre- agreed upon, non - school days which days cannot exceed twelve days per year. All other hours will be governed in accordance with Section 4(B)(vi) of this Agreement. The JUA may utilize a method for making changes to this schedule without amending this Agreement. For any such schedule, however, District and ESUSD uses must have priority over other recreational uses. Before the SETTLEMENT AGREEMENT Agreement No. 4887A academic year commences, District, ESUSD and City will develop a master calendar for Aquatics Center use. The District and the City agree to cooperate and entertain flexibility concerning scheduling of the uses of the Aquatic Center. iv. District's and ESUSD's use of the Aquatics Center must be equitably determined by the JUA to accommodate, among other things, the El Segundo High School swim teams or water polo teams during times identified by the JUA to which the ESUSD may be a party. V. City will have exclusive use of the Aquatics Center, including the therapy pool, during all days and times that District and /or ESUSD do not have such exclusive use. If District and ESUSD have different exclusive use periods and ESUSD has no objection, City may use the therapy pool during ESUSD's sole exclusive use period. At all times during which City has use of the Aquatics Center, City may utilize its park permitting regulations as set forth in El Segundo Municipal Code ( "ESMC ") §§ 9 -8- 1, et seq. for purposes of scheduling events at the Aquatics Center with the understanding that all persons residing in the District's boundaries are considered City residents for purposes of the Aquatics Center only and __.m _ - eniitled to ease he Aquatics, Center .on-the same.te�n - residents of the City. If it is determined that the park permitting regulations violate the bond restrictions, appropriate adjustments will be made by the City. vi. Except as otherwise provided, City will operate the Aquatics Center for the term of the JUA. After the Aquatics Center receives its certificate of occupancy, however, City may cease operations after providing District with a two -year written notice. Notwithstanding City's ability to cease operations, City will nevertheless, at a minimum, maintain and repair the 6 SETTLEMENT AGREEMENT Agreement No. 4887A pool and therapy pool for use by District students for at least five years after the Aquatics Center receives its certificate of occupancy. vii. City will provide as much notice as practicable before terminating the JUA. viii. The JUA must contain a mutual defense, indemnification and hold harmless provision. ix. The JUA must contain a requirement that each Party maintain appropriate levels of insurance to cover their respective use of the Aquatics Center in an amount to be agreed upon in the JUA. X. The cost of utilities will be allocated between District and City based on their respective exclusive use periods for the Aquatics Center. xi. During the term of the JUA, District's share of revenue from the operation of the Aquatics Facility must be allocated to City to offset City's share of operation and maintenance costs. xii. ESUSD's use of the Aquatics Center will be conditioned, at minimum, upon ESUSD agreeing to the mutual defense, indemnification and hold harmless, and providing necessary insurance. C. Replacement Reserve Fund. I. District and City will establish a replacement reserve fund ( "Replacement Reserves ") to be maintained by District. The timing of the payments will be governed by the JUA. The Replacement Reserves must be used by District to make necessary capital improvements. City is not entitled to reimbursement of any Replacement Reserves if it terminates the JUA, or the JUA expires, before the expenditure of such funds. ii. For the initial 25 year term of the JUA, District must contribute the sum of $40,000 annually to the Replacement Reserves. 7 SETTLEMENT AGREEMENT Agreement No. 4887A iii. If the second 25 -year term of the JUA is exercised, District will annually contribute $40,000 to the Replacement Reserves. iv. In any subsequent terms of the JUA beyond a total of 50 years, if they are exercised, District and City must each annually contribute $20,000 to the Replacement Reserves. D. The terms of the JUA for the Aquatics Center must incorporate the deal points set forth above as well as other provisions of this Agreement and neither Party may object to the JUA if it substantially conforms to such terms. Failure of the Parties to agree in the JUA on minor, non - substantive issues and immaterial deviations are not grounds for invalidating this Agreement. E. The JUA must include a provision requiring the Parties to submit any dispute involving the JUA to arbitration before any party can file a petition with the Los Angeles Superior Court. i. Any dispute must be resolved by arbitration before a retired judge of the Superior Court of the State of California (the "Arbitrator ") under the auspices of Judicial Arbitration & Mediation Services, Inc. ( "JAMS "). ii. The arbitration must be conducted in Los Angeles County, California. Any party may be represented by counsel or other authorized representative. iii. The decision - rendered by- the- arbitrator will become binding upon the parties unless appealed to the Los Angeles County Superior Court within thirty (30) days of the decision. If subsequent litigation results in an award to the party appealing the arbitration that is less than or equal to that of the arbitration decision, or if the litigation results in a decision in favor of the nonappealing party, then the party appealing the arbitration will pay the nonappealing party's attorney's fees and court costs. iv. Should a party timely object to the arbitration decision, it may file a petition with the Los Angeles County Superior Court in accordance with SETTLEMENT AGREEMENT Agreement No. 4887A California Code of Civil Procedure ( "CCP ") §§ 1285, et seq. Notwithstanding the limitations set forth in CCP § 1286.2, the court may vacate, correct, or adjust an arbitration award, and enter judgment in accordance with CCP § 1287.4, for any legal or equitable basis including, without limitation, error of law. The court will apply the substantial evidence standard of review when considering the appeal of an objecting party. 5. ATHLETIC FACILITIES JOINT USE AGREEMENT. The Parties agree to enter into an agreement for use of the fields at the Project and at City -owned athletic fields at the northeast corner of Mariposa Avenue and Nash Street (the "Athletic Field Agreement" or "AFA "). Further, the Parties agree to cooperate in identifying other athletic facilities where joint and reciprocal use of athletic facilities may be possible. The AFA may be part of the JUA or a separate agreement. 6. DISTRICT RESPONSIBILITIES. Without admitting that the FEIR is deficient, District must undertake the following obligations in response to City's concerns regarding the FEIR and the Project: A. District must pay up to $6,000,000 for the design, development, planning and construction of the Aquatics Center. - -B. - -District will hold -title to the Property- and -all improvements including, without - -- limitation, the Aquatics Center. C. District will cap daytime high school enrollment at the Property at 1600 students to ensure Small Learning Communities. D. District will devote appropriate and sufficient resources to maintain a safe and secure environment on the Property during school hours, including having a full time Security Coordinator on the campus. E. District will implement the mitigation measures set forth in the FEIR to ensure safe student drop -off areas which do not pose either a pedestrian or a vehicular D SETTLEMENT AGREEMENT Agreement No. 4887A hazard on the surrounding public streets. If issues develop relating to drop -off and pick -up, District will work with City to resolve such matters. F. District will make the Property available as an Emergency Shelter for the American Red Cross. 7. CITY RESPONSIBILITIES. A. Operation and Maintenance. Once the Aquatics Center receives its final certificate of occupancy and is open to the public, City will operate and maintain it in accordance with the JUA. B. Grand Extension. Unless required by law, City will not undertake a public works project to implement an east -west extension of Grand Avenue during the term of the JUA and so long as the Property is operated as a school. C. Both Parties agree to cooperate in efforts to seek outside funding — whether through grants, donations, or corporate sponsorship — to help fund the Aquatics Center budget. D. Should the budget be inadequate to construct the Aquatic Center as anticipated by this Agreement, and as otherwise modified in accordance with Section 2 of this Agreement, City may (in the City Council's sole discretion) provide up to $1,800,000 in funding. E. - Notwithstanding -any- other - provision, City agrees to- provide $300,-000 -to- the - - Aquatics Center budget for design costs, payable within 30 days of District receiving approved (stamped) plans from the Division of the State Architect (DSA). Should City opt to provide additional funds to the Aquatics Center budget, i.e., up to an additional $1,500,000, those funds will be provided to the Aquatics Center budget before bidding commences, in addition to all necessary funds to complete the Aquatic Center Project. City understands and agrees that the $300,000 provided for design costs will not be refunded to City even if this Agreement terminates or if District fails to build the Aquatics Center. 10 SETTLEMENT AGREEMENT Agreement No. 4887A 8. NO LIMITATION OF POWERS. A. Nothing in this Agreement is intended to, nor can it, act as a limitation on City's present or future exercise of municipal powers in accordance with the California Constitution and applicable law. B. Nothing in this Agreement is intended to, nor can it, require the District Board to exercise its discretion in any way when considering whether to approve the Final Design. 9. REMEDIES/GUARANTEES OF PERFORMANCE. A. District must build the Aquatics Center in accordance with this Agreement. The Parties agree that failure of District to meet this standard constitutes a default of this Agreement. The Parties agree that this default will result in damage and injury to City. The Parties further agree, however, that actual damages incurred by City as result of such default is difficult if not impossible to ascertain with any degree of certainty or accuracy. Accordingly, the parties have negotiated and have agreed that District is liable to, and must pay, City for liquidated damages, and not as a penalty, $1.5 million for District's failure to construct the Aquatics Center. If for any reason District does not approve or construct the Aquatics Center, City is entitled to the sum of $1.5 million in liquidated damages to fully 111-31,11 117111 1;11�1�!1111 — 1 � 11111111 iiiiji ,, 1 11, 1 1-111, 1 � 17MMM. C. ma 1111 1 9 the City's ability to provide adequate recreational facilities to its citizens. Recovering liquidated damages is the sole and exclusive remedy of City if the District does not approve or does not construct the Aquatics Center. i. District must give at least 10 business days notice to City of the date and time of the meeting at which the District Board will consider the Aquatics Center. If District does not approve the Aquatics Center within two hundred ten (210) days after this Agreement becomes effective, City is 11 Agreement No. 4887A immediately entitled to such funds. The Parties may extend this date for good cause shown and by mutual written agreement. ii. If, after any approval of the Aquatics Center, District decides not to construct the Aquatics Center, District will give City written notice of this decision and City is immediately entitled to liquidated damages. iii. Absent third party litigation which delays the construction of the Aquatics Center, if no formal action is taken by District but the Aquatics Center is not under construction by the time the High School opens, City is entitled to liquidated damages. iv. A notice of completion for the Aquatics Center must be recorded not later than July 31, 2018. If a notice of completion is not recorded by that date, City is entitled to liquidated damages. City's entitlement to liquidated damages will be extinguished upon a notice of completion being recorded for the Aquatics Center. 10. COMPROMISE, SETTLEMENT, AND RELEASE. Except to the extent that City may exercise its police powers to enforce applicable law after the Aquatics Center is approved, in consideration of the mutual terms and conditions set forth in this Agreement, the Parties compromise and settle any and all past, present, or future claims, demands, obligations, or causes of - action for compensatory -or -- punitive- damages, - costs, - losses- expenses, - and - compensation, - wliether - based on tort, contract, or other theories of recovery, that the Parties have or might accrue arising from the Dispute or the Additional Review. Further, the Parties, on their respective behalves and those of their heirs, executors, administrators, and assigns fully release the other Party, its elected and appointed officials, employees, agents, and all other persons and associations, known or unknown, from any obligation or liability arising from the Dispute or the Additional Review. The Parties agree that this compromise, settlement, and release constitutes a bar to any claim involving the Dispute or the Additional Review. 1W SETTLEMENT AGREEMENT Agreement No. 4887A 11. GENERAL RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. The Parties acknowledge and agree that this Agreement applies to all claims that the Parties may have against each other arising out of the Dispute for injuries, damages, or losses to person and property, real or personal, whether those injuries, damages, or losses are known or unknown, foreseen or unforeseen, or patent or latent, including those that may arise from the Additional Review. 12. CIVIL CODE § 1542. The Parties, or their representatives, certify that he or she read Civil Code § 1542, set forth below, and indicates that fact by initialing here: fc1°1 y' [DISTRICT]. "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." 13. WAIVER OF § 1542 PROTECTIONS. After reading and understanding Civil Code § 1542, City and District voluntarily waive their application to this Agreement. City and District understand and acknowledge that the significance and consequence of this waiver is that even if City or District should eventually suffer additional damages arising out of the Dispute or the Additional Review, City and District will not be permitted to make any claim against the other Party for those damages. Furthermore, City and District acknowledge that City and District intend these consequences even as to claims for damages that may exist, and which, if known, would materially affect City's and District's decision to execute this Agreement, regardless of whether City's or District's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. 14. NO ASSISTANCE TO THIRD PARTY LITIGATION. City agrees that it will not directly or indirectly assist in any challenge brought by a third parry against the District with respect to the Project, the Dispute or the Additional Review. 15. THIRD PARTY LITIGATION. If litigation is brought by a third party to challenge the construction, development or funding of the Project, District may act to void this Agreement. If 13 SETTLEMENT AGREEMENT Agreement No. 4887A District seeks to void this Agreement, it must provide written notice to City and City then has a new 30 -day statute of limitations period in which to challenge the original approval of the Project based on any timely claims that could have been made at such time. The 30 -day period commences upon receipt of written notice by District. In the event, the District elects to void this Agreement pursuant to this Section 15, any remedy for non - performance set forth in Section 9 will unavailable to City. This Section will survive any voiding of the remaining Agreement. 16. LEGAL ADVICE. Each Party warrants and represents that in executing this Agreement, each Party sought legal advice from the attorney of their choice, that the terms of this Agreement and its consequences were completely read and explained to each Party by that attorney, and that each Parry fully understands the terms of this Agreement. 17. FULL DISCLOSURE. Each Party acknowledges and represents that each Parry was apprised of all relevant information and data relevant to the Dispute and this Agreement, including, without limitation, future risks, complications, and costs. Each Party further acknowledges and represents that, in executing this Agreement, the Party has not relied on any inducements, promises, or representations made by the other Parry or any representative of the other Party. 18. WAIVER. A waiver by either Party of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 19. NOTICES. All communications to either Party by the other Parry will be deemed made when received by such Party at its respective name and address as follows: CITY City of El Segundo 350 Main Street El Segundo, California 90245 Attention: City Manager 14 DISTRICT Wiseburn Unified School District 13530 Aviation Boulevard Hawthorne, California 90250 Attention: Superintendent SETTLEMENT AGREEMENT Agreement No. 4887A Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section. 20. ATTORNEYS' FEES AND COSTS. The Parties each agree to waive any entitlement of attorneys' fees and costs incurred with respect to the Dispute and the negotiation of this Agreement. 21. NO ADMISSION OF LIABILITY. It is understood and agreed that this settlement is a compromise of the Dispute, and that entry into this Agreement cannot be construed as an admission of liability on District's behalf. 22. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this Agreement will be in Los Angeles County. 23. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the Parties. Except as otherwise provided, there are no other understandings, terms or other agreements, expressed or implied, oral or written. 24. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. This Agreement is intended to, and does, amend and restate the Original Agreement. While specific provisions of the Original Agreement were incorporated by reference, the text of this Agreement takes precedence over any conflicting provision of the Original Agreement and accurately reflects the Parties' understandings. 25. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the 15 SETTLEMENT AGREEMENT Agreement No. 4887A extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 26. CAPTIONS. The captions of the Sections of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 27. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 28. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, earthquake, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the time periods within this Agreement will be automatically extended for the time period during which it is impracticable for the Parties to perform. 29. AUTHORITY /MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City's city manager may execute any such amendment on behalf of City. 30. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. VA 16 Agreement No. 4887A IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. Wiser trtt Unifi (pool District tl srael Mora Date President, Board of Trustees Tom Rflinston,F/E :1.D. Date Superintendent ppi v& as to Form: t olii Dietrich, . t� inson, Andelson, Loya, Ruud & Romo Attorneys for Wiseburn Unfied School District 17 City of El Segundo � ''1 1") Aw'4 S'�' ° IM�l ° "aentes Date 'irryo;r Greg, rrpa nter` Date 7� ci' y Manager App:rro�'eJ,,as to Form: Mark D. Hensley, City Attorney SETTLEMENT AGREEMENT