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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
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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
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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
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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 • �;
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"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"
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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:
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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.
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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
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4347 JU
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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.
EL SEGUNDO UNIFIED SCHOOL DISTRICT CITY OF EL SSGUNDO L
t
By By r
Superinkendent`' CatT A tis I�ieytCl'
Approved As To Form: Attest:
District Counsel
d()ire'd
y
Uiff ri Csver, 'ty
Approved As To Form:
Mark Hensley,City Attor n t.
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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,
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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
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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
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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.
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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
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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
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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
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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
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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.
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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
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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
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SETTLEMENT AGREEMENT 32
