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2017 Oct 10 - CC PACKET SPC Joint with ESUSD , r ' JOINT r SPECIAL AGENDA EL SEGUNDO CITY COUNCIL & EL SEGUNDO UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION EL SEGUNDO SCHOOL DISTRICT ADMINISTRATIVE OFFICES BOARD ROOM 641 Sheldon Street, EI Segundo, CA 90245 The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Unless otherwise noted in the Agenda, the Public can only comment on City-related businesses that are within the jurisdiction of the City Council and/or items listed on the Agenda during the Public Communications portion of this Meeting. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please come to the podium and state: Your name, residence, and the organization you represent, if desired. Please respect the time limits. In compliance with the Americans and Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk, 524-2305. Please notify 48 hours prior to the meeting, which will enable the City to make reasonable arrangements to ensure accessibility to this meeting. SPECIAL MEETING OF THE EL SEGUNDO CITY COUNCIL EL SEGUNDO UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION TUESDAY, OCTOBER 10TH, 2017 EL SEGUNDO SCHOOL DISTRICT ADMINISTRATIVE OFFICES BOARD ROOM 641 Sheldon Street, EI Segundo, CA 90245 6:00 p.m. 6:00 P.M. SESSION CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL PUBLIC COMMUNICATIONS — (Related to Citv Business Oniv) — 5 minute limit per person, 30 minute limit total) Pursuant to Government Code § 54954.3(a), the only public comment that will be permitted during this Special Meeting is that pertaining to the agenda item listed below. Individuals who have received value of$50 or more to communicate to the City Council on behalf of another, and employees speaking on their behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of$250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. SPECIAL ORDERS OF BUSINESS: 1. Consideration and possible action regarding those items set forth on Attachment A (some of which relate to City aquatic facilities and some of which relate to the relationship and financial issues that affect both the City and School District). Recommendation — 1) Take action on or provide direction regarding those matters identified on Attachment A. 2. Discussion and possible action to review options and terms of a potential agreement or revise the existing Joint Use Agreement (regarding the shared use of City and School District facilities) between the City and EI Segundo Unified School District regarding the new EI Segundo Aquatics Center at Wiseburn High School at 201 N. Douglas Street and Urho Saari Swim Stadium (also known as the plunge located at 219 West Mariposa Ave. Recommendation — 1) Discuss the potential financial and use terms of the agreement with the EI Segundo Unified School District Board; and,2) Provide direction to the City Manager on the terms and format of an agreement between the City and ESUSD for future use of the new EI Segundo Aquatics Center. ADJOURNMENT POSTED: DATE: i - TIME: za4 1z rte. NAME: lnt` .�i� Attachment A Draft List of Interests Relevant to October 10, 2017 Meeting Agenda City of El . . • • Unified School An ongoing collegial and constructive working An ongoing collegial and constructive working relationship between and among the leadership relationship between and among the leadership and staff of the City of EI Segundo, ESUSD,and and staff of the City of EI Segundo, ESUSD,and Wiseburn USD. Wiseburn USD. Timely resolution of the current question Timely resolution of the current unresolved issue regarding ESUSD's dollar contribution to the regarding ESUSD's dollar contribution to the funding of aquatics facilities used by ESUSD's funding of aquatics facilities used by ESUSD's students. students within ESUSD boundaries. Timely resolution of any outstanding issues regarding ESUSD's future use of the EI Segundo Aquatics Center. Providing quality recreation services to all Ensuring a quality and predictable aquatics members of the EI Segundo community,especially program for ESUSD students,to include the children. formalizing ESUSD's future use of the EI Segundo Aquatics Center and SAARI Plunge. Exercising fiscal responsibility. Maintaining appropriate resources and services for ESUSD,to include exercising fiscal responsibility. Following through on any previously made Ensuring that there is a legal nexus to tie any commitments, e.g.,the January 2016 settlement financial contribution ESUSD would make to the agreement. City compliant with the laws regarding the expenditure of school district funds in the State of California. Joint Meeting E1 Segundo Unified School District Board of Education and E1 Segundo City Council October 10, 2017 6:00 pm x A ELS WN ' veil El Segundo Unified School District Board Room 641 Sheldon Street El Segundo, CA 90245 a 10/4/2017 Board Docs®Pro I I I Tuesday, October 10, 2017 Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 To provide the City Manager and Superintendent with direction on resolving issues related to: ESUSD's dollar contribution to the City of EI Segundo toward the renovation of the Plunge; and Formalizing the terms of ESUSD's use of the EI Segundo Aquatics Center. 1. Opening Items Subject A. Welcome and Call to Order Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 1. Opening Items Access Public Type Procedural i he Board President and Mayor will welcome the participants and call the meeting to order. Subject B. Pledge of Allegiance Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 1, Opening Items Access Public Type Procedural I pledge allegiance to the flag of the United States of America and to the Republic for which it stands, one Nation under God, indivisible, with liberty and justice for all. Subject C. Agenda Hearing Period - Public Communication Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 1. Opening Items Access Public Type Procedural https://www.boarddocs.com/ca/esusd/Board.nsf/Private?open&login# 114 10/4/2017 BoardDocs®Pro The Board President or Mayor will invite citizens to speak concerning any item on the agenda or other matter within the subject matter jurisdiction of the school district or city. This is not meant to be a debating period. Complaints and problems related to policy matters will be referred to the Superintendent or City Manager. Persons who have complaints against elected officials or the staff are encouraged to seek resolution of those complaints by utilization of the district written complaint rocedure rather than orally addressing them at a meeting. Speakers are cautioned that under California law no person is immune from liabilityfor making intentionally false or defamatory comments regarding any person simply because those comments are made at a public meeting. Items on the Anenda Board Bylaw 9323 states that the individual may be granted five(5) minutes to make a presentation to the Board and Cityfor items on the agenda, with the total time devoted to presentations to the Board and City regarding items on the agenda not exceeding one-half hour(30 minutes). Person wishing to speak regarding items on the agenda will be invited to speak after the staff presentation on the agenda items and before Board and City discussion or action on the item. Items Not on the Aeenda The person or organization spokesperson who wishes to make suggestions or identify concerns about matters affecting the schools or city which are not on the agenda may, at the discretion of the Board President or City Manager, be granted three (3)minutes to make a presentation to the Board and City, with the total time devoted to presentations to the Board and City regarding matters not on the agenda not exceeding fifteen (15)minutes. Subject D. Approval of the Agenda Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 '.ategory 1. Opening Items Access Public Type Action Recommended The Superintendent and City Manager recommend Board of Education and City Council approval Action of the Joint Meeting Agenda. 2. Discussion and Possible Action Subject A. Introduction of the Issues Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 2. Discussion and Possible Action Access Public Type Procedural The joint meeting will be facilitated by Karen Orlansky,Management Partners. Introduction of the issues and interests of the City and ESUSD (City Manager, Superintendent) • Comments/discussion on Attachment A,Draft List of Interests • Identification of common interests File Attachments Attachment A.pdf (204 KB) https://www.boarddocs.com/ca/esusd/Board.nsf/Private?open&login# 2/4 10/4/2017 BoardDocs®Pro Subject B. Review of the Options leeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 2. Discussion and Possible Action Access Public Type Presentation Review of the options (City Manager, Superintendent) • Comments/discussion/possible action on Attachment B,Resolution Options • Recommendations on next steps File Attachments Attachment B.pdf (235 KB) Subject C. Discussion and Clarification Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 1:ategory 2. Discussion and Possible Action Access Public Type Action, Discussion El Segundo Unified Board of Education and El Segundo City Council Members participate in a discussion and ask questions regarding any remaining points of clarification. Subject D. Review of Agreed-Upon Next Steps Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 2. Discussion and Possible Action Access Public Type Review of agreed-upon next steps by City and ESUSD(City Manager, Superintendent) 3. Closing Items Subject A. Brief Remarks - Oral Communication from the Audience https://www.boarddccs.com/ca/esusd/Board.nsf/Private?open&login# 3A 10/4/2017 BoardDocsO Pro Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 -itegory 3. Closing Items Access Public Type The Board President or Mayor will invite citizens to speak concerning any item on the agenda or other matter within the subject matter jurisdiction of the school district or city. This is not meant to be a debating period. Complaints and problems related to policy matters will be referred to the Superintendent or City Manager. Persons who have complaints against elected officials or the staff are encouraged to seek resolution of those complaints by utilization of the district written complaint procedure rather than orally addressing them at a meeting. Speakers are cautioned that under California law no person is immune from liabilityfor making intentionally false or defamatory comments regarding any person simply because those comments are made at a public meeting. Itents on the,, trenda Board Bylaw 9323 states that the individual may be granted five(5) minutes to make a presentation to the Board and Cityfor items on the agenda, with the total time devoted to presentations to the Board and City regarding items on the agenda not exceeding one-half hour(30 minutes). Person wishing to speak regarding items on the agenda will be invited to speak after the staffpresentation on the agenda items and before Board and City discussion or action on the item. Items Not on the Aeenda The person or organization spokesperson who wishes to make suggestions or identify concerns about matters affecting the schools or the city which are not on the agenda may, at the discretion of the Board President or City Manager, be granted three(3) minutes to make a presentation to the Board and City, with the total time devoted to presentations to the Board and "rty regarding matters not on the agenda not exceeding-fifteen(15)minutes. Subject B. Adjournment Meeting Oct 10, 2017 - Joint Meeting of the EI Segundo Unified School District Board of Education and EI Segundo City Council at 6 p.m. District Administrative Offices Board Room, 641 Sheldon Street, EI Segundo, CA 90245 Category 3. Closing Items Access Public Type https://www.boarddocs.com/ca/esusd/Board.nsf/Private?open&login# 4/4 Attachment A Draft List of Interests Attachment A Draft List of Interests Relevant to October 10, 2017 Meeting Agenda City of El . . . . Unified School An ongoing collegial and constructive working An ongoing collegial and constructive working relationship between and among the leadership relationship between and among the leadership and staff of the City of EI Segundo, ESUSD,and and staff of the City of EI Segundo, ESUSD, and Wiseburn USD. Wiseburn USD. Timely resolution of the current question Timely resolution of the current unresolved issue regarding ESUSD's dollar contribution to the regarding ESUSD's dollar contribution to the funding of aquatics facilities used by ESUSD's funding of aquatics facilities used by ESUSD's students. students within ESUSD boundaries. Timely resolution of any outstanding issues regarding ESUSD's future use of the EI Segundo Aquatics Center. Providing quality recreation services to all Ensuring a quality and predictable aquatics members of the EI Segundo community, especially program for ESUSD students,to include the children. formalizing ESUSD's future use of the EI Segundo Aquatics Center and SAARI Plunge. Exercising fiscal responsibility. Maintaining appropriate resources and services for ESUSD,to include exercising fiscal responsibility. Following through on any previously made Ensuring that there is a legal nexus to tie any commitments,e.g.,the January 2016 settlement financial contribution ESUSD would make to the agreement. City compliant with the laws regarding the expenditure of school district funds in the State of California. Attachment B Resolution Options for Discussion Attachment B Resolution Options for Discussion Option #1: Superintendent's Proposal In sum, an August 16, 2017 letter from the Superintendent to the City Manager proposes the following package of terms for a resolution: a. A payment from ESUSD to the City of El Segundo that is calculated based on the percentage of SAARI Plunge use by ESUSD. An estimated total payment of$576,362 is based on a preliminary renovation cost estimate of$2,396,020 and an estimated ESUSD use rate of 24%. b. Negotiation of a three-way agreement with the City of El Segundo, Wiseburn School District, and ESUSD regarding use of the El Segundo Aquatics Center. Option #2:Developed by the City Manager One set of alternative terms of resolution to consider is: a. Agree to the payment amount from ESUSD toward the renovation of the SAARI Plunge as proposed in the Superintendent's August 16, 2017 letter,but add a second provision regarding ongoing operating costs as outlined in(b)below. b. An agreement that ESUSD will also pay the City of El Segundo an annual amount(to be determined) to support the ongoing costs of the City's aquatics operations.This annual payment would be formalized in a joint agreement between the City of El Segundo and ESUSD that also outlines the terms of ESUSD's use of the El Segundo Aquatics Center for X(to be determined) years. Option#3:Developed by the City Manager Another set of alternative terms for resolution to consider is: a. A one-time payment of$X (to be determined at an amount higher than that proposed by the Superintendent in her August 16, 2017 letter) from ESUSD to the City of El Segundo that would be allocated toward the costs of renovating the SAARI Plunge. b. A guarantee for ESUSD's use of the El Segundo Aquatics Center for X(to be determined)years with the terms of that use formalized in a joint agreement between the City of El Segundo and ESUSD. Background Information Letter (and attachments) from Superintendent to City Manager 0 El Segundo Unified School District Superintendent's Office August 16, 2017 Dear Greg, Attached please find a copy of the documents shared by El Segundo Unified School District (ESUSD) with City of El Segundo representatives at the August 9, 2017 City/School Sub- Committee meeting. Present at the meeting for ESUSD were Dr. Bill Watkins, Mrs. Emilee Layne, and I. Mayor Suzanne Fuentes, Mayor Pro Tem Drew Boyles and Director of Parks and Recreation Meredith Petit were present on behalf of the City. Mayor Fuentes shared that you were unable to attend the meeting as you were kicking off a major event for the El Segundo Chamber of Commerce. Since you were unable to attend, I would like to provide an explanation regarding the attachments. The first document provides a comparison of key finances between ESUSD and Wiseburn USD & DaVinci. This information was prepared by the District's Chief Business Official, as a question regarding school funding had been raised by council members during the Strategic Planning meeting on August 8, 2017. This document is informational in nature. The second document is a chart by School Services of California. ESUSD is one of the 80 school districts who receive the least amount of funding under the current funding model by the state, whereas Wiseburn USD falls in the middle bar of 40%to 60% range. The third document is from Ed-Data website to show per-student revenue trends. Lastly, the final document was the ESUSD formula used to calculate percentage of usage of Urho Saari Swim Stadium, also known as the Plunge. The school district is a public agency and must be able to demonstrate a clear nexus to award funding to the City. I believe the offer the school district has made clearly meets that parameter. I believe I previously spoke informally to you about this offer on or about May 3, 2017. The purpose of this letter is to request a three way agreement with .the City of El Segundo, Wisebum School District and El Segundo Unified School District regarding use of the El Segundo Aquatics Center. As I shared at the City/School Sub-Committee meeting, I have yet to receive response from the City regarding our request. With the ground-breaking on the Aquatics Center and impending construction, I believe it behooves both City Council and the Board of Education to reach an agreement on this matter no later than December of 2017 in order to ensure the youth of El Segundo has access to the new aquatics facility. Since the Aquatics Center is a shared project between the City of El Segundo and Wiseburn Unified School District, our legal counsel has advised that a three way agreement would be necessary regarding usage to ensure all parties' needs are addressed. Based upon our productive discussions at the meeting, we agreed that in regards to the agreement our attorney Andreas Chialtas of Atkinson, Andelson, Loya, Ruud and Romo will contact your attorney. I have provided Mr. Chialtas the contact information for Mark Hensley from the City's website. In addition, 1 also request that the attached documents, including this letter be provided to all City Council Members. I would also like to schedule a follow-up meeting with you and Meredith Petit to review our calculation and also review the City's calculation in order for further discussion, investigation and consideration. It is essential we agree on the numbers first in order to proceed further. I also requested a joint meeting of the City Council and Board of Education. The meeting would be an opportunity to build bridges and discuss items of shared interest. This practice could take place on an annual basis in the fall after the school year has started and before the onset of the holiday season. I look forward to hearing from you— Melissa Moore, Ed.D. Superintendent Cc. Mayor Suzanne Fuentes Mayor Pro Tem Drew Boyles Council Member Mike Dugan Council Member Carol Pirszuk Council Member Don Brann Dr. Bill Watkins,ESUSD Board President Emilee Layne, ESUSD Vice President Nancy Cobb, ESUSD Board Clerk Dr. Jeanie Nishime, ESUSD Board Member Dr. Jim Garza, ESUSD Board Member L Q O 4-J O V) .�. 4--j E 4-jV O O � V) Q c Q) V) 4� d.. rl 00 lD 00 M o0 iM � rl r-I e-i • N Lr) 3 In kD 00 o N M ��i J Nlil. Z I/Ir � t/,kr �V G� to Ob m c C � to m 0 O o 0 0 O c0 V 41 m J ?� 'a > m :3IA m �, ocu m aA c � }' c cu ,c c Q U m 0 Li > a - L w CJ • � 'a ti +, m 9 W w 7 O Oa vtko o °; a w W v O C 4 u m c� 0 0 O I- D (A a0 Un a Q aG V w li > . [ § d }} M \ _ -- .22£ V) o m f$§2 ■ $« Q) § - k � ■�7 k§ - _ ■ sf 7 1 ■ N § ! n § ■ § # `� $ m ! © ` 2� 9 .6 . . e w - 2 ! ■ Ar ■ e2 _mm_e ) 22t!! a42 ` � � � � V) E)k § {2) / . i © ) m ||\O f SO ��k2° \ e a ■ _ § �©I� 3 UO - ° 2 �akf.9 \ Z) g uj = \ ) ) - - - -- § 2 2 2� C ! V. A / �| 3 � � - w m-_e ` a@ 00 es C f i 0 O 0 m L OO w a -- o � o LL a - o0 LL. -0-0- CD o llqr LL .� LL AW O o O N � � V ■ N LLUUJ O OLO LO LO LL M N N r r c O p O OI 000 M q N M 00 m N I*-- r-I N M qj)O I:t v tio bA . . L +j N Z3 W II N 0 O m O A u.laUJ ) i 4- Ln 0 0 = _ 'E M - �► N W - a a L a wN Q > �O c >- V) ai E a., — Q u a tko to Utio o Q 75 a :3 LU can ,. c ] o � � V L 00 Q o0 U 0 LJ Background Information Scope and Estimated Costs for the Plunge Renovation ' re.ECR RTION�PARKS 'EL Stguwdo's Bacl�prd' City of E1 Segundo Uhro Saari Swim Stadium Mechanical, Renovation, and Financial Analysis FINAL REPORT and SUMMARY April 10, 2015 Submitted by the Isaac Sports Group, LLC '°ISG Engineering Analysis by Arch Pac Aquatics C O Y U W L U Y CL V C n N a0 E � ° E a o v o 0o w a U C L Y O- 3 cc ,13 `o v o a q U itl s�i Q Y d X X X X X X X x x x x a p Q1 L IV E E o 0 X X a T O m d C D m x x x x X X X X X X X X X x C U L U cCN N aL+ G } O Q ro z c o 'S X x x x x M a u � m u E u HN w w v u x x x x x x x x x x x x V1 z a o m a E a a c Q n E � p c v r• L z 0 -O N X X X x x X x x x x x x x x X X x x y W y U K � C L L U Q N Y 4u o ammo a s a m a a s ¢ a a a am a M F- z U m m L m m o m ro E v LJJ N o m Lm - o n o m O m O N n N c p `- 2 CD c L O` p m O - n LL E a _O N a IUN V 'O _N m O m L 6xl C O O Q) d E N U C U U n N 3 N m a? n ami 'Q y "� Q1 T t n m ,,, L rL C E n a> co .c E ; c o a: 8 � Z' v o o -E �' Ni, o "c m a o c m LL c _ a n U m G L O _ m d C N > U O V _ U O v g S o t ` �. y a coi 6 E o m m .? co a w c - �n v ALO-• ai u 3 o w C7 m Q y Q I o o3j o aci n ami ai v'L m D E O m y a� O L N E C m > m m o m n D L ca m c m m w E o. c Q x m cmi R.m ar E c o u 5 E m 'J i m c I cLi E, 3 `� E O o y m aci `o a� m •a T N v m c o u E a'Ui c coca �. a aci 'a o n N E o io o_ E g o 0 � v S •� m 2 n m N m N Q) C 3 CS L 3 L �' n t O a O z N $ E 2 Z N c c LL N v cm' m g m -o a> E m of 3 � n c ami 2 w N u' ° > y ,c m y � n tD E - c r e N rL m m m JO WTCn U OCn m LL C m NU Val CyQ) ` E a c QaO NO o n 2 o ` m yE O x 3 O co c Sc o U 3 o n .T o v o aEi m 0 'D � o � p o 0 Q a m O d G � C 7 fmJ aa)i N v . N n U W �' L y C L n J L a Q N U C) Do 'E «� '� o m w a, cot o o m v ~ a vi a s a s -Oo -Oo v N O aEi o 'as aoi o o aEi ami c o ami aEi aEi N o o 0 0 o m a3i E a> o a� O N O E O 0 0 c ppd m NUJ � Of � � a N EK K 'm a`. as a � � � Z & E � � � a. � D- � A- 70 .0. it ci N M V Ln lD Il 00 Dl O e-I N M V LA ID 1, 00 Oat O c-I N M H e 4 H 14 N N N . . . . . . . . . . - - - crv a Q) v v a v v o v � c v C L v N 3 N E a o a c E 'nam c 0 o v u 3 v d L m a mC E O d ?� E V v7 to 7 u O o a vai M Z V, 2 Y Q d x x x x x x x x x CL cl al E UO x O O J � m U_ C m X x x x x x X L u a m +' c 0 'j X x x x U m E °S m y t x x x x x x x x x 0 m d a v E v r• u o v x x x X x x x x o V K a Z a a a s a a OC m N v } a aJ N C 0 N C M N a) N m u0 n10 N O ^- E `jQ g E0 `c° 3 w c� -Cl a v c y m m y, m u m m O U Y v co E U C Oco v m O L O E ,n 0m f0 C E N C fNi) U N U 7 V N v N N O C U a) O m E N �, O O N _ L !V O av .E 'C m C E YO B G N .= h Yo m a E o f N 0 . m E o E y Fa ami ) M co N 32 O N L N N m m X CCO N N . a) w _ O E m O m E 0— N N Q m n— E o•'4 L $ Nv3 a m o v o E L m ULSa) 5 xG m 3 v m v t C c E L r m L 3 3 U O L Y d a N U 41 N -O ._ m N d '3 L .O C L U U .m. p E _m N E O U ,G C .G m O a VUl v C. C •. `n v cr3 E a v U v n L o O � v 3m = av a3i u v r U) o z 3m =u z z z ¢ 4 ii rn 0. 3 4 T Ln w m o a 00 N m a Un 0 n N N N N N N m m m m m m m m m PROJECT COSTS These estimated project costs were developed by ISG and Ken Moeller of Arch Pac Aquatics. The costs are based on current pricing in the California market with input from manufacturers and pool builders factored in. All of the recommendations are factored into the pricing in one of the three main project categories. These categories and costs are the following(rounded to nearest $1,000): • Mechanical and Water Handling Systems Priority#1 $1,643,000 • Locker Room and user amenities Priority#2 $ 423,000 • Pool features. eauinment. and miscellaneous Priority 93 $ 334.000 TOTAL $2,396,000 If all code related updates are required to be addressed during the first phase,the costing spreadsheet would need to be updated. The actual excel spreadsheet is included with this report to assist the City in moving project elements around as necessary within the costing structure. Several assumptions and the overall approach to the pricing need to be mentioned. • The pricing is on the high range in each project reflecting the unknowns that often come up in renovating old buildings • Contingencies o A higher than normal contingency of 12% is used in the Mechanical and Water Handling project since there is still so much unknown about the piping under the deck and additional problems that may surface when work is started o A 10%contingency is used in the other two project areas • Soft Costs o Contractor overhead and profit are both calculated at 10% of hard costs. This can be reduced if any work is done at the same time as the Aquatic Center or the same GC and pool contractor are used creating lower"package deal"pricing. o A &E fee is 8% o Overall soft costs are at the high end of most similar projects to be on the safe side ■ Where there are questions of current equipment might be reused we have assumed that none of the existing equipment to be reused. Again,this pricing errs on the side of the higher cost projection. • The specific equipment identified and priced are the most energy efficient and state of the art technology that provide the lowest annual operating costs, lowest long term maintenance costs, and the best return on investment. • We have highlighted in green line items that we need to review with the City Public Works Department and the Recreation and Parks Department to assess the current equipment or determine specific needs. • Explanations are included in the comment column as appropriate The Costing Detail follows: Page 12 of 14 O .O Qg t o o Q Q O o0 0 3 a Q m 0 0 N o M Q Q O a c c c c w vW a`) UO > > a c N E N U M a 7 7 N E a 0 E c c Go ZU U 3 c C Y O t ra m I W 7 ° ° O)a U Y Y I ° w f6 t0 •C to N m U w ca 7 0N a a 0 1 O m C O O L N U 0y 0) (D .�+•" N a s N w 7 U 7 U to t0 3 N m m to E -1 m Q m a C O w ID N N v m co 0 CL N t0 S � �//�� X O to v) r9 y 0 0 V/ 7 a s E C E V E N U 7 7 m m m U N a U }+ w U C C U L N Q c Q C 0 0 0 0 0 0 0 0 0 0 0 0 0 C) 0 0 0 0 0 0 0 0 0 0 0 0 Cl 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) 0 0 (::! 0 0 0 0 0 0 0 0 Z0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) 0 0 0 0 0 0 0 0 0 0 0 C) O l2 m O N li'l m 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Cl 0 0 O O O O O r m O rrl- W O O O O O O O O O O O O O O O O O O O O O }� y O O m CV r O M O O -�r r a0 oD t t.- O m fD (D N Cl 0 C) O V Z c0 r V V r- N N a0 O r � MO � N aD N M r Q r r xcn, LuI 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) 0 0 0 0 0 0 0 C) 0 0 0 0 o ori of o cD o u-i o o co 0 a) 0 0 0 0 0 0 0 C) 0 0 0 0 0 0 o co . 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II IIllil 1111 : : � : I FINANCIAL OPERATING COSTS and IMPACT The recommended mechanical renovations and replacement all include new technology which will reduce annual operating costs in the following areas: • Electricity use • Natural Gas used for water heating • Natural Gas used for shower and facility hot water + Pool chemical usage • Water and sewer usage The annual operational savings for key elements are as follows: Regenerative Media Filters with VFD (Variable Frequency Drives) and UV Purification System Water/Sewer savings of 75%per year= $5,250 Electricity savings of 25%per year Chemical savings of approximately 20%per year $2,600 Natural Gas (pool water heating) 15%/year New high efficiency pool heaters Natural Gas savings of 15% NOTE: Offset by 5%for warmer small pool Currently utilities are lumped together in the budget, so the above savings would generate an overall annual savings of approximately 25% in current utility costs, equaling$17,500. Total annual savings in operating costs per year(1St year) add up as follows: Water/Sewer $ 5,250 Utilities (gas, electric) $17,500 Pool Chemical $ 2.600 TOTAL ANNUAL OPERATIONAL SAVINGS $25,350 The use of indoor pool blanket covers could further reduce these savings by approximately $3,500 to $5,000/year. These annual savings do not take into account the reduced or virtually eliminated routine maintenance on the current aging systems. Current Plunge operational actuals were used in these estimates. The savings will likely be greater in several years based on rising cost of water and utilities. CONCLUSIONS The Uhro Saari Swim Stadium will continue to be a very valuable resource for the residents of El Segundo. With the opening of the new El Segundo/Wiseburn High School Aquatic Center and the restructuring of the programming at the Swim Stadium this pool will actually provide aquatic programs and access to a wider range and number of El Segundo residents. Page 13 of 14 The Plunge has a sound pool tank and building structure that can last for many more years. The mechanical systems are badly out of date and do not meet current codes and require replacement in the very near future. It is hoped that this replacement can be executed after the Aquatic Center is opened and not required due to an overall system failure prior to the opening of the new pool. The mechanical systems updates will also generate approximately$25,000 or more in operational savings each year. Once the mechanical systems are updated, space will be created in the current mechanical rooms to provide the much needed family and handicap accessible changing areas. Additional code required updates are needed in many areas, including access, safety, signage, etc. The additional renovation recommendations are based on improving the experience for users, making the pool more user friendly for the full range of resident needs, and providing design support to meet the changing programming to be conducted at The Plunge. Page 14 of 14 Background Information Joint Use Agreement for Public Recreation Facilities (2012) First Amended and Restated Settlement Agreement between Wiseburn USD and the City of EI Segundo (2016) BoardDocs®Pro https://www.boarddocs,con/ca/esusd/Board,nsf'Private?open&login Agenda Item Details Meeting Aug 28, 2012-El Segundo Unified School District Regular Board of Education Meeting at 6 p.m. District Administrative Office Board Room - 641 Sheldon Street, EI Segundo, CA 90245 Category 7. Action Items Subject A. Approval of Joint Use Agreement for Public Recreation Facilities between the City of EI Segundo and the El Segundo Unified School District Access Public Type Action Recommended The Superintendent requests Board of Education approval of the Joint Use Agreement for Action Public Recreation Facilities between the City of EI Segundo and the EI Segundo Unified School District, Public Content The City of El Segundo and the El Segundo Unified School District previously entered into an agreement governing the joint use of facilities which expires in September 2012. The agreement has improved the quality of education,recreation and extracurricular activities for residents,in particular the community's youth. The City and District intend to continue its long terns partnership. The Amended and Restated Joint Use Agreement for Public Recreation Facilities Between the City of El Segundo and the El Segundo Unified School District is for a 10 year term due to expire in September 2022. Your approval to execute the Amended and Restated Joint Use Agreement for Public Recreation Facilities Between the City of El Segundo and the El Segundo Unified School District equipment is requested fgldlo Fiie 7AJ±ii'31�.54 K6] Executive Content Motion &Voting The Superintendent requests Board of Education approval of the Joint Use Agreement for Public Recreation Facilities between the City of El Segundo and the EI Segundo Unified School District. Motion by Jeanie M Nishime, second by Robin K Funk. Final Resolution: Motion Carries Yea: Jeanie M Nishime, Laura S Gabel, Ann M Coles, Robin K Funk, William J Watkins Last Modified by Allison Anderson on August 30, 2012 1 of] 12/6/2012 8:53 AM 4347 • �; f t� i , 1 1'. "TENDO AND RESTATED JOINT USE AGREEMENT FOR PUBLIC RECREATION FACILITIES BETWEEN THE CITY OF EL SEGUNDO AND EL SEGUNDO UNIFIED SCHOOL DISTRICT OF LOS ANGELES COUNTY This AGREEMENT is mads and-cxecuted this 19 day of sept 2012, between the CITY OF EL SEGUNDO,a municipal corporation("City'% and the EL SEGUNDO UNIFIED SCHOOL DISTRICT OF LOS ANGELES COUNTY, a California public school district ("District"). - RECITALS This Agreement is shade with reference,to the following facts and objectives: A. Chapter 10,Part 7 of Division I (Sco ion 10900,el seq.)of the Education Code of the State of California authorizes and empowers school districts and cities to organize, promote and conduct programs of ooammunity aecreation to establish systems of playgrounds and recreation, and acquire, improve, maintain and operate cantors within,or without the territorial limits of the city. B. City owns,operates and maintains certain public r*creation facilities known as El Segundo kecxe-ition Park (401 Sheldon Street); El Segundo Library Park (600 Block Main Streets El Segundo Hilltop Park (Maryland Street and Grand Avenue);Urho Saari Swim Stadimn(219 West Maripose); Acacia Park(623-25 West Acacia Avenue); Washington Park (Washington Street at Patin Avenue); Constitution Park (Washington Street between Palm and Maple Avenue); Sycamore Park (Sycamore Avenue and Californtts Street); Kansas Park (Holly Avenue and Kansas Street); Candy Cane Paxkette (100 Block Whiting Street); Campus El Segundo Athletic Ficlds(2201 East Mariposa Avenue);Freedom Park (Illinois Strcat between Mariposa Avenue and Holly Avenue);Independence Park (Washington Street between Walnut Avenue and Sycamore Avenue; Crag Eucalyptus(641 California Stmt); Bl Segundo Teon Center and Skate-park(405 But Grand Avenue);The Lakes at El SeVmdo Golf Course(400 South Sepulveda Boulevard); and certain iniprovoments, including landscaping, lighting, utilities and other fixtures on the property adjacent to the Richmond Street School (the "City Owned PaciHticel. The City also operates and maintains certain irnprovoMents,including a ball field,turf areas, landscaping,lighting,utilities aaad other fixtures on the property adjncent to the Itichinond Street School located at 615 Richmond Street (the "615 Richmond Street Improvements"), Tho 615 Richmond Street I.tnpxovemenU and City Owned Facilities shall be collectively defined as the"City Facilities." C. District awns, operates and maintains certain school facilities known as El Segusado High School (640 Main Street}; Center Street School (70D Center Street); EI Segundo Middle School (332 Center Street); School District Offices (641 Sheldon Street); Richnaond Street School (613 Richmond Street); and Eagles' Nest Preschool (641 Sheldon Street). The foregoing properdos shall be defined as the"District Facilities" i 4347 r; D. The aforementioned facilities are available for such uses as described in Recital A,when such use will not interfere with the owning party's use of tho facilities. E. City and District have found that it will be to the public interest,economioally and r practically, to cooperate with each other in regard to the recreational use of the i aforementioned facilities and therefore desire to enter into an agreement pursuant y ? to the provisions of said Chapter 10 of the Education Code. i • F. City and District previously entered into that certain agreement governing the joint use of their facilities dated September 12, I990, which was subsequently amended on August 21, 1991 and anieadui and restated pursuant to that certain agreement dated December 8, 1992. City and District also entered into that certain Funding Agreement dated September 21, 1999, which was amended on September 19, 2000, wherein City generally agreed to pay District $250,000 annually to provide student services and maintain its facilities (the "Funding Agreement'). The Funding Apteunwnt was subsequently superseded by that certain funding aj;rcemmf between City and District dated June 19, 2001, as subsequently amended pursuant to that certain First Amendment to Agreement No.2893,dated July 17,2007;that certain Second Amendment to Agremnont No, 2893, dated September 16, 2008; and that certain Third Amendment to Agreement No, 2893,dated March 23,2011. These ogrecirmts are collectively referred to as the"Prior Agreements." G. City is concerned with the continued quality of education, recreation and extracurricular activities that its residents,particularly its minor residents,receive and desires to provide financial and, staff support to District for purposes of maintaining and enhancing the availability of these services. H. Such services benefit the youth of Ei Segundo by providing such youth with vital s services that will lessen the need for City services such as police and park and recreation services and will result in better educated and healthier youth in the City. F L City believes that District's educational services play a critical role in providing f the City with future citizens that will dedicate their time and knowledge to the ' community and thereby increase the quality of life in the City of$I Segundo. J. The benefits provided to the District herein shall be in addition to in-kind and S other contributions provided to the District by the City, which aro anticipated to total approximately $800,000 for Qsoal year 2012-13. These in-kind services t include but ant not limited to the services approximately described on Exhibit A. K. City and District hereby seek to amend and restate the Prior Agreements and add additional properties subject to the terms provided herein. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the parties agree as follows: 2 JI. 4347 op a 1. Tarin. This Agreement Is for the ternn of ten (til)years,commencing on Sept.19. � 2012; and terminating sept 20.2022 This Agreement may be renewed or extended upon mutual written ageement of the parties. ( 2. Distriot's Use tri ON Facilities. City agrecg to allow District to utilize the City t Facilitios for educational programs, 6.Writs or' uses, under the direction and supervision of District in accordance with a schedule acceptable to City and District, providai,however, that such scheduled use cannot at any time intmfero with the use of the City Facilities or equipment for the regular conduct of City-authorized roorcation programs,evetrts or uses. District will have priority ovcr tion-City authorized recreation programs, events or uscca in tho scheduling of Clty Facilities. 3. Citv Use of District Facilities. District agrees to aDow City to utilize the District Facilities for programs,events or uses,under the direction and supervision of City in accordance with a schedule acceptable to City and District; provided, however, that such scheduled use t cannot at any time interfere with the use of the District Facilities or equipment for the regular i- conduct of scbool programs, events or uses. City will have priority over non-school programs, events or uses in the scheduling of District Facilities during periods when they are not used for school purposes. 4. P-ouinment and Personnel. Each party hereto agrees to conduct and supervise ; their respective programs, events and uses on the other party's facilities in conformance with their respective,policies sad budget limitations. It is agreed further in this regard,that the parties must provide all expendable supplies and materials and must furnish and compensate all personnel necessary to conduct their respective programs and activities, except as may be mutually ag•ecd upon by City and District from time to time during the terms of this Agreement and as provided by law. 5. Ruiaa and Rcm1ntions. During the conduct ofsueb programs and activities,each party may formulate and enforce such rules end regulations as are acceptable to the other party, and are necessary to maintain proper standards of conduct and safety on said facilities for all age groups. 6. Duty to Renair. Each party agrees to comply with all existing rules regulating theft respective properties including, without limitation, cleanup after using the property. Each party must repair,cause to be repaired,or reimburse the other for the cost of repairing damage to said facilities occurring during the period of use by that party,except where such damage may be attributed to ordinary or reasonable use of such facility. Except as otherwise provided for in this Agreement, each party will be responsible for nomraI operation, maintenance and repair of its owe buildings and facilities. It is understood that both parties have the right in their respective sole and absolute discretion to make one or more of their facilities unavailable for use by the ❑t nor party for purposes of repairing or making alterations to the facilities or because the facility is unfit for public use. 7. Alterations. Neither party may make,or cause to be made,any alterations to the other's property,or any part thereof,without the other's prior written consent. This section shall not apply to the 615 Richmond Street Improvements. 3 r 4347 , 1 1 S. Ind ernnirication. A. District's Indewnifioation. District must defend and hold City, its city council, officials,officers, agents and employees, free and harmless from any liability for loss, damage, injury or death to persons,or damage to or loss of property; including City property, arising out of District's use of the City Facilities or any building, facility or equipment located thereon. B. City's lndmnni Acation. City must defend and hold District,its Board of Education,officials,officers,agetits and employees free and harmless from any liability fbr loss, damage;injury or death to persons,or damage to or loss of property,including District property, arising out of City's use of the District Facilities or any building, facility or equipment located y thereon. 9. )-luzardousfroxic Waste. Neither party has nor,to their knowledge,has any third party used,generated,stored or disposed of,or permitted the use,generation,storage or disposal of,any Hazardous Material(as defined below)on,under,about or within the District Facilities or i City Facilities in violation of any law or regulation. The parties agree that they will not use, ' generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within their properties in v'solatioft of may law or regtilation, As used in this section,"Hazardous Matorld' means any substance, chronical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (inaluding petroleum and asbestos). 10. Sians. Neither party may place any sign upon the other's property without the owner's prior written Consent. The requesting party must pay for all costs of any approved signago and comply with all applicable sign codes and ordinances. 11. s ce_ • A. District's Dutv to Insuro. District must keep in full force and effect during the term of this Agreozrsent public liability insurance, insuring and protecting City and District ' from and against any and all liability of City!br damages arising out of or connected with use by District,its agents,employees,permittees,and students of the City Facilities or or any building, facility or equipment located thereon. All public liability insurance required hereunder must be in the minimum amount of Ten Million Dollars($10,000,000)and a certificate of such insurance showing City as additional insured must be provided to City. Said certificate must provide that City will receive thirty(30)days notice of cancellation of said policy. B. City's Dutv to isisure. City must keep In fbll force and effect during the term of this Agreement public liability insurance,insuring end protecting City and District from and against any and all liability of District for damages arising out of or connected with use by City, its Agents, employees, and permittees of the District Facilities or any building, facility or equipment located thereon. All public liability insurance required hereunder must be in the j. minimum amount of Ten Million Dollars ($10,000,000) and it certificate of such insurance showing District as additional insured must be provided to District. Said certificate trust pmvide that District will receive thirty(30)days notice of cancellation of said policy. 4 t ------------------- 4347 JU t 12. �ii nations on [.) c. Neither party may permit any person or organization to use any of the facilities, buildings or accomodes thereto where such use is inconsistent with the provisions of federal, state or local laws, Including without limitation, Section 10900 through 10914 of the Education Code of the State of California, the M Segundo Municipal Code, or adopted City or District policies. .1 13. Us¢ Scliedulcs, District Superintendent of the SehooI District and the City s Manager of the City,or their designees, are hereby authorized and directed by their respective parties to develop necessary sohedules and/or details in connection with the operation of the facilities pursuant to this Agreement which are consistent with the above i tatod purposes. 14. In addition to any in-Idnd or other contributions the City elects to provide in its sole, absolute aad unfettered discretion, City must, on or before October 1, 2012 and far each of the next three (3) years thereafter by October 1, pay District Two Hundred Irifty Thousand Dollars ($250,000)annually,for a potential total of One Million Dollars ($1,000,000). District must use such finds for providing student services and maintenance of facilities that serve the needs of District students and we not being fi nded by other sources. In the event that City determines that it is not in City's best interest to make any one or more of the payments required pursuant to this section(except for the first payment),City can terminate its obligRtion to make such payments by giving District thirty(30)days advance written notice of its intent to cancel its payment obligation hereunder for the fiscal year:. In the event that City determines that it will not make a payment for a particular faecal year,this Section will only require payment of costs for the current fiscal year and not any prior fiscal year in which the City decided not to make a payment, 15. 'i omiinatiosi, Either party may terminate this Agreement at any time with or without cause upon written notification. Howcvcr, if District terminates this Agreement during the first four(4) yearn of this Agreement,and City has made a payment to District pursuant to Section 14 of this Agreement,then District shall be obligated to reftmd a pro-rata amount of the annual payment made to District,if any,in the year the Agreement is terminated. Termination will be effective thirty(30)days after receiving notification. By executing this Agrceu eat,the parties waive any and all claims for damages that may otherwise arise from early termination under this section. 16. Successors and Ass'snns, This Agreement is binding on the assigns, transferees and successors in interest of City and District whether said successor in interest is a unified school district or otberpolitieal entity. 17. Eninlovee,% For purposes of this Agreement, all persons employed in the performance of services and functions for the City shalt be deemed City employees and no City employee shall bac considered as an employee of the District under the jurisdiction of[Ile District, nor shall such City cmployeC9 ha-c Any District pension, civil service, or other status while an ` employee of the City. For purposes of this Agreement,all persons employed in the,performance of services and functions for the District shall be deemed District employees and no District employee shall be considered as on employee of the City under jurisdiction of the City,nor shall such District employees have any City pension, civil ser•viee,or other status while an employee . of-t.he D]4strict. 5 t4 347 . I f' l I 18, Fritire A rye ecmeiit. This Agreement represents the entire uadcrstanding of City and District with respcat to the subject matter herein and all prior written and oral agreements regarding the subject matter herein two superseded by this Agreement. 19. Ass'tpatmenti. Neither party may assign Ws Agreement or any Interest herein. Any such attempted assignment will be void, 20. Notices. -Ex,cdpt as otherwise expressly provWd by Nw, all notices or other cemrtumications.required or perrnilted by this Agreement or by law to he scrvud on or given to either party by the other party will be In writing and will be doemcd served wilco porso;tally delivered to the party to whom they arc directed,or in lictt of the personal service,upon deposit in the United States Mail,_certified or registered mail, return receipt requested, postage prepaid, addrtmed to: SS WC Et Sogundo Unttied School District 641 Sheldon Avenuo M Segundo.CA 80245 City Clerk 350 Main Street 131 Segundo,CA 90245 Either party may change its address for the purpose of this section by giving written notice of the change to the other party. 7.1. Accontance of Facsimile Sienafutes. The parlics agree that Agreements ancillary to this Agreement and related documents to be catered into in cotmtcetion with this Agreement will be considered signed when the signature of a party is delivered by facsimile transinission. Such fnesimile signature will be treated in all respects ns having the same effect as an original sigrrature, ' 22, Goveming XAiy- We Agreement has been made in and will be construed in accordance with the laws of the State of California and Occlusive venue for any action involving this Agreement will be in Los Angeles County. 23. Partial Invalidity. Should any:provision of this Agreement be held by it Court of competent jurisdiction to be' either invalid or unenforceable, the remaining provisions will remain in eff'ec(,unimpaired by the holding;, 24, Construction. The ianguage of each party of this Agreement will be construed simply and according to its fair menuing, and this Agreement will never be construed either for or against either party. 25. Authority/Modification. The parties represent and warrant that all ►tecessary action has been taken by the parties to authorize the uadasignecl to execute this Agreement and 6 ti ....... .. ............. .... • 4347 's r- E to cngngo in the actions described herein. This Agreesnmit may be mu(1s (;d by written agreement. City's City Manager,or designee,may execute such nzn(emlmeat On bel'alfof City. 4 . l• 26. Cntutexnarts. This Agreement may be oxmutcd in any number or counterparts, each of which will be an original,but fill of which taken together will coustltuto Otto instrunient executed on the wane date. C IN WITNESS WHEREOF, the parties hereunto have executed this Agreement by their i offloers duly authorized. 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Wt4 sakmi Lida Staff salaries a-aauigw ZOS,d411 Solwal Library Booke&W,4i6ridla ,5 MDrod Oialino Ctt Q Updr to and Mabdom noa T��QOa i,ibriiry.3"Wxl - ',215,I11U I F w1p►lo mabrtomwe nfgy rebfcla 5,000 Tols1 n-*d-Cdptributlons to SohoolDIstdot 71 tiju CsoasizirGO;kl setRk[tntond'Str M�0etlterSttottASlSpyundoididdleSchOO) $0,+166 Cis;ovl,tcsbutiori 250,ODa Gri>td.tlrlal,tonfrlbAtlotu' 5 t,Os.Bt2p lt:lel4pet 12.1310I1yWlde CostsWAInd'ftool Distrlol FY 12.13B12812a12828 Ata EL SEGUNDO CITY COUNCIL MEETING DATE: January 19,2016 AGENDA ITEM STATEMENT AGENDA HEADING: Unfinished Business AGENDA DESCRIPTION: Consideration and possible action to amend the Settlement Agreement between the City of El Segundo and Wisebum School District related to the design and construction of a joint use aquatics facility located on school district property at 201 N.Douglas Street and authorize payment of$300,000 from the Aquatics Trust Account to cover costs associated with the architectural design phase. (Fiscal Impact: $300,000) RECOMMENDED COUNCIL ACTION: 1. Authorize the Mayor to execute the amended settlement agreement in a form approved by the City Attorney; 2. Authorize the City Manager to pay$300,000 to Wiseburn Unified School District for architectural design services in accordance with the amended settlement agreement; and 3. Alternatively, discuss and take other action related to this item. ATTACHED SUPPORTING DOCUMENTS: None 1. Amended Settlement Agreement FISCAL IMPACT: $300,000 Amount Budgeted: $300,000 Additional Appropriation: Yes Account Number(s): From 702-267-0000-1267 (Designation—Aquatics) To 702-400-5202-8476 (Trust—Aquatics Facility) PREPARED BY: Meredith Petit, Director of Recreation&Parks ,_q REVIEWED BY: Greg Carpenter, City Manager APPROVED BY: Greg Carpenter, City Manager BACKGROUND &DISCUSSION: On May 21, 2013, the City of El Segundo and Wisebum School District entered into a Settlement Agreement for the purposes of resolving a dispute regarding the proposed site of Wisebum High School, 201 N. Douglas Street. A summary of each party's obligations of the agreement are outlined below: Wiseburn Obligations • Aquatics Facility—Wiseburn agreed to improve 2 acres of its property with an aquatics facility consisting of a 50-meter competition pool,restrooms and locker facilities and aquatics facility parking lot and, if the budget allows,a smaller therapy pool. • Facility Financial Commitment—Wiseburn agreed to commit$6,000,000 to the construction of the aquatics facility. R Joint Use Agreement—Wiseburn and the City would negotiate a joint use agreement for the use of the Aquatics Center to accommodate Wiseburn,ESUSD,and the general public.The City and Wiseburn also agreed to explore j oint use of the other athletic facilities at the proposed high 13 school and the Campus El Segundo athletic fields. ■ Term of the Agreement—the term of the agreement would be after 25 years with the City having the ability to extend the agreement for an additional 25 years. • Timing — Wiseburn agreed to prepare a modification to its EIR and prepare plans for the aquatics facility in a timely manner. The intent is to have the facility complete in late 2015.If the pool is not complete by June of 2017,a liquidated damages payment of$1.5 million would be paid to the City of El Segundo. City of El Segundo Obligations • Dispute Resolution—The City agreed to not dispute the EIR and not pursue a legal challenge related to the EIR or the purchase of the property. • Operations and Maintenance—The City agreed to staff, operate and maintain the aquatics facility.While the intent would be to operate the facility throughout the term of the agreement, the city must,at a minimum,fully operate the facility for one year and operate it at a level that supports the school district's use for at least 5 years. • Grand Avenue Extension—The City's General Plan anticipates Grand Avenue to be extended through this site at some future date. The City agreed to not extend the street through the property for as long as the property is used for a high school. Since the execution of the original Settlement Agreement, the City and Wiseburn have worked cooperatively to explore facility design options,collect community feedback,and utilize the services of a consultant to conduct a financial analysis. On March 3, 2015, the City Council voted to select an upgraded pool design estimated to cost $10,600,000, and designated $1,800,000 from the City's Aquatics Trust Account to the project,with the ultimate desire to seek donations to cover the funding gap beyond the$6,000,000 contribution from Wiseburn. Due to developments that have occurred over the past two years it is necessary to update the original Settlement Agreement to ensure that the terms remain accurate as the project continues. The major revisions of the proposed amended agreement are outlined below: • Removal of Outdated Language—much of Section 1 of the original agreement is no longer applicable as it is pertaining to the land use planning stages including purchase,zoning,EIR and CEQA requirements. • Project Description—Section 2B has been updated to reflect the desired"Upgrade Option"for the facility, including the pool dimensions and auxiliary amenities. • Funding— Sections 2C, 7C and 7D reflect an agreement that both parties will cooperate in efforts to seek outside funding to complete the project,and furthermore, should funding not be adequate that both parties will cooperate to reduce the cost of the facility through value engineering,reduction in scope, and/or elimination of equipment. • El Segundo Unified School District Usage—Section 4A was revised to clarify that usage of the aquatics facility by ESUSD will be arranged through a separate Joint Use Agreement between the City and ESUSD. • Term of Operation—Section 4B added a subsequent 25-year option to the term of the Joint Use Agreement,totaling 75 years, • Updated Reserve Fund Amounts — Section 4C adjusted the annual amount each party is required to contribute to the replacement reserve fund,based on the updated construction costs and facility/equipment value. Additionally, Wiseburn Unified School District and Da Vinci Schools will contribute the City's portion. 14 • School Enrollment'—Section 6C increases the high school enrollment cap from 1,200 to 1,600 students • Design Phase Funding — Section 7E states that the City of El Segundo agrees to provide $300,000(non-refundable)to the District within 30 days of District receiving approved plans from the Division of the State Architect to share the costs of the architectural design phase. ■ Completion Date--Section 9A provides an updated completion date of not later than July 31, 2018. After the amended settlement and design payment is approved by the City Council,the architectural design phase will commence for the aquatics center,including detailed drawings and specifications,as well as equipment and material selections for the facility's amenities. 15 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 Party 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. 1 SETTLEMENT AGREEMENT 16 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 17 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 Aquatics Center rests 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 fundingibudget of$6,000,000 as specified in Section 6(A)below, or City pays for any costs in excess of this amount. Y. Should City and District have a dispute regarding matters under clause (iv),District and City agree to submit such a dispute to nonbinding 3 SETTLEMENT AGREEMENT 18 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—Wisebum 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: i. If the amended settlement agreement is approved by District Board, District must immediately modify its Project plans to include the Aquatics 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 19 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 of the Aquatics Center, including the therapy pool,Monday through 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 5 SETTLEMENT AGREEMENT 20 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 entitled to use the Aquatics Center on the same terms and conditions as 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 21 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 22 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 8 SETTLEMENT AGREEMENT 23 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 ply. 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 9 SETTLEMENT AGREEMENT 24 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 25 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 compensate the City for the loss of the ability to use the pool and the impacts on 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 (2 10)days after this Agreement becomes effective,City is immediately 11 SETTLEMENT AGREEMENT 26 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,whether 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 Parry,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. 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 12 SETTLEMENT AGREEMENT 27 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: [CITY] [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 party 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 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 13 SETTLEMENT AGREEMENT 28 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 Party fully understands the terms of this Agreement. 17. FULL DISCLOSURE.Each Party acknowledges and represents that each Party 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 Party 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 Party will be deemed made when received by such Party at its respective name and address as follows: CITY DISTRICT City of El Segundo Wisebum Unified School District 350 Main Street 13530 Aviation Boulevard El Segundo, California 90245 Hawthorne, California 90250 Attention: City Manager Attention: Superintendent 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 14 SETTLEMENT AGREEMENT 29 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 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. 15 SETTLEMENT AGREEMENT 30 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. ' lll 111 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. Wiseburn Unified School District City of El Segundo 16 SETTLEMENT AGREEMENT 31 Israel Mora Date Suzanne Fuentes Date President,Board of Trustees Mayor Tom Johnstone,Ed.D. Date Greg Carpenter Date Superintendent City Manager Approved as to Form; Approved as to Form: John Dietrich, Mark D.Bensley, Atkinson,Andelson,Loya,Ruud&Romo, City Attorney Attorneys for Wiseburn Unfied School District 17 SETTLEMENT AGREEMENT 32