CONTRACT 5586 Other Agreement No. 5586
FACILITIES USE AGREEMENT
BETWEEN
EL SEGUNDO UNIFIED SCHOOL DISTRICT
AND
THE CITY OF EL SEGUNDO
FOR THE PLUNGE SWIM CENTER
THIS AGREEMENT made and entered into this 22nd day of January, 2019 (the
"Effective Date"), by and between the El Segundo School District (hereinafter "ESUSD"), a
California public school district duly organized and existing under Chapter 1 of Division 3 of
Title 2 of the Education Code of the State of California, and the City of El Segundo (hereinafter
"City"), a municipal corporation (individually a"Party"and collectively"the Parties").
RECITALS
WHEREAS, the City owns a pool facilities known as the"Urho Saari Swim Stadium"or
"The Plunge" located at 219 West Mariposa Avenue,EI Segundo, CA 90245 (the "Facilities");
WHEREAS, ESUSD desires to use the Facilities for school and recreation activities;and
WHEREAS, the City desires to grant ESUSD a license to use the Facilities for purpose
of organizing and implementing community recreation and school activities.
NOW,THEREFORE, the Parties hereto agree as follows:
Section 1. Desc.rinflo:7 cal" Fa ili�tics. The Facilities consist of a swimming pool and
associated facilities, including a stadium. A description and map depiction of the Facilities
subject to this Agreement are attached hereto as Attachment"A".
Section 2. I.Jc,ense and Contributioti. City grants a license to ESUSD to use the
Facilities for conducting school related activities pursuant to the terms and conditions set forth
herein. City shall not charge ESUSD a license fee for use of the Facilities; however, ESUSD
agrees to provide a financial contribution to the City's planned "Facilities Renovation" of the
Facilities as defined and discussed in Section 3 below. ESUSD shall ensure that any use by any
ESUSD staff or students complies with the terms and conditions of this Agreement.
Section 3. Facilities Renovation. City hereby confirms that it is in the process of
designing and implementing renovation improvement work on the Facilities as set forth in the
Urho Saari Swim Stadium Mechanical, Renovation, and Financial Anslysis report dated April
10, 2015 (the "Facilities Renovation"). City shall initially be responsible for all costs associated
with the Facilities Renovation. After the Facilities Renovation are complete, the City shall
provide adequate documentation establishing the direct actual total cost of the Facilities
Renovation incurred by the City ("Facilities Renovation Cost"), which shall be comprised solely
of the payments made by the City to the architect hired to design the Facilities Renovation and
payment to the Contractor completing the Facilities Renovation, The Facilities Renovation Cost
shall in no event include any indirect costs, including, but not limited to, any cost incurred to
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monitor, oversee, or approve of the Facilities Renovation, whether such indirect costs are
incurred by the City through hiring independent consultants or salary or other payment made to
City staff or employees. Upon receipt of the Facilities Renovation Cost, ESUSD, as
consideration for the right to use the Facilities pursuant to this Agreement, shall pay City a
contribution totaling the lesser of(i) twenty four percent (24%) of the Facilities Renovation Cost
("ESUSD Contribution") or, (ii) One Million Dollars ($1,000,000.00) regardless of the total
Facilities Renovation Cost. ESUSD shall pay ESUSD Contribution within thirty (30) days of the
Notice of Completion being approved by the City for the Facilities Renovation.
Section 4. Term. The term of this Agreement shall be from the Effective Date
through that date which is ten (10) years from that date which ESUSD pays the amount set forth
in Section 3 (`""Perm"). In the event that the City has not commenced the Facilities Renovation
within fifteen (15) years of the Effective Date, this Agreement shall be deemed terminated, The
Parties, at their sole discretion, may extend the term through a written agreement. ESUSD's use
of the Facilities during the Term shall be established in accordance with Section 8 below. If the
Agreement is terminated prior to the end of the Term for any reason,the Parties shall establish a
mutually convenient time to allow ESUSD to enter the Facilities to remove the Equipment and
all remaining personal property, if necessary.
Section 5. Conditions to Use.
A. Maintenance c&the Facilities. During their respective times of use of the
Facilities as set forth in this Agreement, ESUSD and the City shall be. responsible for
providing General Cleanup of the Facilities. As used herein, the term "General Cleanup"
shall mean putting away equipment and supplies, picking up trash and similar related
activities. Except for ESUSD's General Cleanup responsibilities acts of God and
involuntary destruction of the Facilities, and extraordinary repairs, the City shall, at its
sole cost and expense, keep and maintain the entire Facilities in good repair and
appearance, except for ordinary wear and tear, and free of unlawful or dangerous
conditions and properly lighted.
B. Condtict 01' EmMONUS and Invitees. Each Party shall insure that all
employees, invitees, and all others using the Facilities will adhere to proper standards of
public conduct. If the City has specific rules or regulations applicable to the use of the
Facilities, the City shall make such rules available to ESUSD in writing (the"Rules"). If
ESUSD has any questions or concerns about the Rules that may prohibit or interfere with
ESUSD's use of the Facilities, the Parties shall meet in good faith to address ESUSD's
concerns.
C. 1...?fiIit�ics. The City shall be responsible for payment of all utilities
associated with operation and use of the Facilities throughout the Term, including any
and all utilities used during ESUSD's use. The City shall take reasonable steps necessary
to ensure the Facilities receive complete and uninterrupted utilities during any and all
ESUSD use times, including, but not limited to, adequate electricity, heating, and
lighting.
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D. Access. The City shall provide ESUSD with access the Facilities during
the times that ESUSD has scheduled use of the Facilities.
E. Parkina. The Facilities has no parking facilities.
Section 6, Insurance.
A. ESUStYs DUMA0 Insure. ESUSD must keep in flill force and effect during
the term of this Agreement public liability insurance, insuring and protecting City and
ESUSD from and against any and all liability of City for damages arising Out Of Or
connected with use by ESUSD, its agents, employees, permittees, and Students of the
Facilities or any building, Facilities 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"i Dili, to Insure, City must keep in full force and effect during the
term of this Agreement public liability insurance, insuring and protecting City and
ESUSD from and against any and all liability of ESUSD for damages arising out of or
connected with use by City, its agents, employees, and permittees of the Facilities or any
building, Facilities or equipment located thereon, including the Facilities Renovation. All
public liability insurance required hereunder must be in the minimum amount of Tell
Million Dollars ($10,000,000) and a certificate of such insurance showing ESUSD as
additional insured must be provided to ESUSD. Said certificate must provide that
ESUSD will receive thirty (30) days' notice of cancellation of said policy.
Section 7. Indcninificati.on,
A. ESLiSD",q Ind-eniniFication. ESUSD shall defend, indemnify, and hold
harmless the City, its city council, officials, officers, agents and employees, from any
cost, expense, liability, 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 Facilities or any
building, Facilities or equipment located thereon,
B. Ci(Vs Indemnification. City shall defend, indemnify, and hold harmless
the District, its Governing Board, officials, officers, agents and employees, from any cost,
expense, liability, loss, damage, injury or death to persons, or damage to or loss of
property, including ESUSD property arising out of City's use of the Facilities or any
building, Facilities or equipment located thereon.
The provisions of this Section shall survive the termination or expiration of this
Agreement.
Section 8. Scheduling. The City and ESUSD shall schedule use of the Facilities
Using the process set forth in the Joint Use Agreement entered into by the parties on or about
January 22, 2019 by meeting every six (6) months to establish schedules for use of the Facilities
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("Scheduling Meetings"). Except for Acts of God, occurrences beyond the City's reasonable
control, the actions of ESUSD, required maintenance or repair activities, or involuntary
destruction of the Facilities, if ESUSD is prevented from partially or entirely using the Facilities
pursuant to this Agreement at the times reserved for ESUSD, ESUSD, at its sole discretion, may
require the City provide an alternative time to use the Facilities in addition to the times set forth
in the Master Agreement including requiring the City to cancel other previously scheduled
special or regularly held events and classes The Parties entered into a separate agreement in
which the City granted ESUSD the right to use a separate pool facilities known as the "El
Segundo Aquatics Center" located on a portion of the property 201 N. Douglas, El Segundo, CA
90245 (the "Aquatic Center"). As set forth in the Aquatic Center Agreement, the City granted
ESUSD certain rights to use the Facilities (as defined in this Agreement) should ESUSD be
prevented lion using the Aqualie Center under certain specified conditions. '1"herelbre, the
Parties hereby acknowledge and agree th�nt should any disruption o1 F'S1. SD's use of the Aquatic
Center occur, other than due to the fault of ESUSD, the Parties WHI C,101 Use reasonable efforts
to coordinate and reschedule and City and ESUSD uses at the Facilities as originally established
in the Scheduling Meetings, in order to grant ESUSD additional time to use the Facilities to
compensate for such disruption. In the event there is a conflict that cannot be reasonably resolved
by the Parties, ESUSD shall have the right to require the City to cancel other previously
scheduled special or regularly held events and classes to provide ESUSD with such additional
use time. If ESUD's use rights are not met due to insufficient available time at the Facilities for
a period of thirty days or more, ESUSD may immediately tenninate this Agreement, and shall
remain entitled to reimbursement as set forth in Section 10 below.
Section 9. � itll Law. City shall comply with all requirements, laws,
ordinances, rules, and regulations applicable to the Facilities, enacted or promulgated by any
public or governmental authority or agency having jurisdiction over the Facilities. City shall be
responsible for obtaining and maintaining throughout the Term of the Agreement all permits,
licenses, approvals from any local, state or federal agency necessary for the use of the Facilities.
Section 10. Termination. In the event the City breaches any of the terms set forth
herein, ESUSD may provide a written demand notice requiring the City to immediately address
and rectify the breach. If the City refuses or fails to rectify or address the breach upon receipt of
ESUSD's notice in a timely manner, ESUSD may terminate this Agreement. Either Party may
terminate this Agreement upon one (1) year's written notice, Upon termination due to a breach
by the City or the City's provision of one year written notice to this Section, ESUSD shall be
entitled to reimbursement of ESUSD Contribution on a pro-rata basis (tile number of months
elapsed since the Effective Date compared to 120 months.
Section 1 I. I..eual 1_rlleivretatioil of"llnslrtllncant. The Parties expressly understand and
agree that this Agreement constitutes a non-exclusive license for use of the Facilities. This
Agreement shall be governed by the laws of the State of California.
Section 12. Notices. Any notice, request, information or other document to be given
hereunder to any of the Parties by any other Parties shall be in writing and shall be deemed given
and served upon delivery, if delivered personally, or three (3)days after mailing by United States
mail as follows:
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Agreement No. 5586
If to ESUSD: EL SEGUNDO UNIFIED SCHOOL DISTRICT
Attn:Melissa Moore,Ed.D. Superintendent
641 Sheldon St.
El Segundo, CA 90245
Telephone: (310) 615-2650
Email:uvnoore@esusd.kl2.ca.us
If to CITY: CITY OF EL SEGUNDO
Attn: City Clerk
City of El Segundo
El Segundo, CA 90245
Any Party may change the address or persons to which notices are to be sent to it by giving the
written notice that such change of address or persons to the other Parties in the manner provided
for giving notice. The Parties will provide each other after-hours emergency contact phone
numbers of appropriate supervisory staff which shall be periodically updated.
Section 13. Attorneys' 1"egs': Lidex lon. In the event any action or suit is brought by a
Party against another Party by reason of the breach of any of the covenants or agreements set
forth in this Agreement or any other dispute between the Parties concerning this Agreement,
each Party shall be responsible for its own attorney's fees and costs.
Section 14. Aureement TeAITms.
A. M. ESUSD may only place temporary event signs on the Facilities
upon receipt of prior written consent from the City, which shall not be unreasonably
denied. ESUSD shall be responsible for all costs of any approved signage and comply
with all applicable sign codes and ordinances.
B. Sevembili't If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid,void, or unenforceable,the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
C. Entire Agreement, Waivers and Amendments. This Agreement
incorporates all of the terms and conditions mentioned herein, or incidental hereto, and
supersedes all negotiations and previous agreements between the Parties with respect to
all or pant of the subject matter thereof. All waivers of the provisions of this Agreement
must be in writing and signed by the appropriate authorities of the Party to be charged.
Any amendment or modification to this Agreement must be in writing, approved by the
City Council and ESUSD Board and executed by ESUSD and City.
D. l'° .,xecution in Counterpart. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on alt Parties
hereto, notwithstanding that all Parties are not signatories to the original or the same
counterpart.
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E. 1]11ec;t rl$f Reciulis The Recitals above are deemed true and correct, are
hereby incorporated into this Section as though fully set forth herein, and ESUSD and
City aclalowledge and agree that they are each bound by the same.
F. Exhibits. Exhibit"A" attached to this Agreement are incorporated herein
by this reference and made a pail hereof.
G. Cooperation. Both City and ESUSD hereby agree to cooperate with each
other by executing such other documents or taking such other actions as may be
reasonably necessary to complete this transaction in accordance with this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first above written.
El SEGUNDO UNIFIED SCHOOL CITY OF EL SEGUNDO
DISTRICT
o
y.Y°'� k�..-.......... � � °.M'��.Mu°•'[v+. Cwrvi"�wvwuw+'».
o y I:::.......
Melissa Moore, Mayor
Superintendent
A.l.,
Tracy Weaver,
City Cleric
APPROVED AS TO FORM:
Val
Mar
City Attorney
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EXHIBIT"A"
DESCRIPTION AND MAP OF FACILITIES
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