HomeMy WebLinkAboutC-2337D Contract H, 07 -09 -307
JOINT USE GYMNASIUM AGREEMENT
This JOINT USE AGREEMENT ( "Agreement ") is made by and between the
ARCADIA UNIFIED SCHOOL DISTRICT, a California public school district
( "District ") and the CITY OF ARCADIA, a Charter City organized pursuant to the
Constitution and laws of the State of California ( "City ") effective upon approval by the
District and the City.
RECITALS
A. District and City desire to mutually cooperate in constructing and operating a
gymnasium to be located at Dana Middle School, 1401 South First Avenue, Arcadia,
CA 91006 ( "Project "). The general location of the Project on the Dana Middle School
Campus is shown on Exhibit "A" attached hereto and incorporated herein by reference.
B. The Project would benefit the children and residents of the District and the
City by providing recreational opportunities not currently available during the school day,
in the evenings, and on weekends.
C. Jointly operated recreational facilities between a public school district and a
city are expressly permitted under Education Code Sections 10900 et seq and 17077.40
through 17077.45.
D. The purpose of this Agreement is to fulfill the requirements to seek State of
California ( "State ") 50 -50 match funding for the Project under Senate Bill 50, Chapter
587 of the Statutes of 2003 ( "SB 50 ").
AGREEMENT
1. Recitals Incorporated: The Recitals set forth above are incorporated herein as
an integral part of this Agreement.
2. Financial Contributions: Under the terms of SB 50, the State will contribute up
to (50 %) of the approved Project costs, not to exceed One Million Five Hundred
Thousand Dollars ($1,500,000). The District and the City will equally share the
remaining costs, if the Project is approved. The estimated cost of the Project, including
both soft costs and hard costs, is Five Million Five Hundred Thousand_ Dollars
($5,500,000), and therefore the estimated financial contribution for the District and the
City will be Two _Million Dollars ($2,000,000) each. Per Education Code Section
17077.45, if the costs of the Project exceed the amount authorized by the State, the
District and the City will equally share in paying the excess costs. Not withstanding any
provision herein to the contrary, the City's maximum contribution shall not exceed Two
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Million Dollars ($2,000,000). It shall be a condition precedent for the City's obligation
to make any and all payments hereunder that the District and the City first agree upon a
budget for construction of the Project, and then agree upon actual costs (both soft costs
and hard costs) which will be incurred in completing the Project. If the Project costs
exceed the City's maximum contribution, the District and the City shall meet and confer.
Any additional expenditures beyond the City's maximum contribution shall be subject to
approval by the City Council, in its sole and absolute discretion.
The District shall be "Lead Agency" for purposes of causing the preparation of all
plans and specifications, applications for funding approvals, applications for land use
approvals to the extent they are required by law, agreements with consultants and
contractors, bid documents, and the like. The District shall award and execute all
contracts pertaining to the Project. In awarding all contracts and constructing the Project,
the District shall comply with all applicable laws pertaining to construction of the Project
including, without limitation, those set forth in the Public Contract Code and Labor Code.
As Lead Agency defined under CEQA and NEPA, the District shall be responsible for all
Federal and/or State environmental processing and approvals associated with applicable
environmental laws. In order to complete this responsibility, the District will engage a
CEQA/NEPA consultant whose fees and costs will be will be shared equally between the
District and City. The City shall, have the right to meet and confer with the District on
the selection of such consultant. The District, in addition to being the Lead Agency, shall
be responsible for constructing the Project and all related improvements (collectively the
Project as described above). The District will respond to all Project related invoices. In
turn, the District will invoice the City for half of all Project - related invoices. The City
will remit its share of each invoice to the District within sixty (60) days of the City's
receipt of the District's invoice.
3. Project Specifications: The Project shall consist of a gymnasium of
approximately 7,500 -8,000 square feet with integrated restroom facilities, storage rooms,
office space and ancillary spaces of approximately 2,000 - 2,500 square feet. The Project
shall have 6 basketball hoops and backboards and the floor shall be installed to allow
poles to be set up for volleyball, badminton or other net sports. The wood floor in the
gymnasium shall be appropriately marked for basketball, volleyball and badminton. The
Project will be a Type II new construction project under SB 50. The design of the
Project, including a cost estimate and design for site preparation and improvements, shall
be jointly decided and agreed upon by District and City, using plans prepared by an
architect selected by District. The District and the City shall review and agree upon final
plans for the Project before they are submitted to the State for approval. The plans will
be submitted by the District to the California Department of Education and/or the Office
of Public School Construction for review and approval. The District and the City,
through their appropriate administrators, shall each have the right to review and approve
any and all changes to such plans.
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4. No State Approval: In the event that the Project is not approved for funding by
the State due to lack of funds under SB 50, District and City shall equally share in costs
which had been incurred in preparing and submitting the Project package to the State,
including architect design and related costs; provided, however, that such costs shall have
been previously approved as part of the budget approved by the District and the City.
The maximum City contribution for purposes of preparing and submitting the Project
package to the State, including architect costs, as described in this Section 4 shall not
exceed Fifteen Thousand Dollars ($15,000), and this sum shall be deemed to be part of
the City's maximum contribution set forth in Section 2. District and City shall mutually
decide whether to again submit the Project package to the State during a subsequent
funding cycle.
5. Maintenance, Repair and Operation Costs: Subject to annual appropriations by
the applicable and respective legislative bodies, District and City shall equally share in all
costs associated with maintaining, repairing and operating the Project (other than
personnel costs and costs of obtaining insurance, which shall be borne by each party
separately with respect to their use of and interest in the Project). Maintenance and
Operations includes, but is not limited to, utility costs (not to include telephone and data),
structure, and physical plant. Maintenance and Operations shall also include roof,
HVAC, painting, maintenance of grounds and parking lot, security system, fire alarm
system, fire suppression system, plumbing, electrical, indoor and outdoor lighting,
gymnasium floor, windows, sport / activity equipment which is permanently affixed to
the structure (e.g. basketball goals, scoreboard and shot clock systems, and audio - visual /
public address systems) and landscaping /irrigation directly related to the Project.
As noted above, all Maintenance and Operations tasks will be undertaken and
accomplished by the District, either by using District force labor or outsourced labor;
provided, however, that they shall be in compliance with all applicable law. The term
Maintenance and Operations shall not include custodial care costs, and related personnel
and materials costs such as office supplies and custodial care products, associated with
each entity's use of the facility. Project Maintenance and Operation costs described
above shall include District personnel costs directly related to administering Maintenance
and Operations for which the District is responsible; provided that such administration
costs shall be determined using the District's approved State Indirect Cost Rate and shall
not exceed 10% of the cost of the applicable Maintenance and Operations expense item.
All Maintenance and Operation costs shall be paid directly by the District. The
City shall be billed quarterly by the District in the months of January, April, July, and
October for its share of the costs. Payment shall be made to the District by the City
within sixty (60) days of the City's receipt of an invoice. The District and the City shall
meet annually in the month of March for the purpose of establishing by mutual consent,
through their respective administrative staff, the Maintenance and Operation budget for
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the Project for the upcoming fiscal year, which begins on July 1. Either party may notice
the other in writing of any extraordinary Maintenance and Operation items needing
immediate attention, particularly in the event of a safety concern.
For their respective use of the Project, the City and the District shall each be
responsible for custodial care, and related personnel and materials costs, associated with
their daily use of the facility. The custodial care shall immediately take place following
the use of the Project by either the District or the City.
6. Operations Schedule: District and City agree to the following operation
schedule ( "Operation Schedule ") for the Project:
a. District Exclusive Use: District shall have exclusive use of the Project
on weekdays from 7:00 a.m. until 5:00 p.m.
b. City Exclusive Use: City shall have exclusive use of the Project from
5:00 p.m. until 10:00 p.m. on weekdays, and from 7:00 a.m. until 10:00 p.m. on
weekends and holidays. The City shall have access to the Project to perform custodial
obligations up to two hours immediately after the expiration of the time for City use as
set forth herein.
c. Special District or Cites:
1. Calendaring of Special Uses: Notice if not Calendared. The
District and City shall meet biannually, at times of the year to be specified by the parties,
and such other times as the parties may mutually agree to review and approve a proposed
calendar for special uses. The parties acknowledge that some proposed special uses, as
described in c.2. and c.3. below, may not be known until after the proposed calendar is
developed at such meetings. In such cases, at least thirty (30) days written notice shall be
given unless waived by the parties.
2. Designated Special Use Time by District. District shall have the
right to designate up to twelve (12) weekday evenings (after 5:00 p.m.) and up to three
(3) full day uses on weekends per year. District shall have the right to trade up to five (5)
weekday evening uses for up to five (5) hours on a Saturday or Sunday. If not calendared
at biannual meetings, notice shall be given as described in c.1.
3. Designated'Special Use Timed City During Vacation Periods.
During District vacation periods (winter, spring and summer) if school programs or
school related programs are not in operation, City shall have the right to designate
additional uses during weekday hours. If not calendared at biannual meetings, notice
shall be given as described in c.1.
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d. Maintenance Activities: Use of the Project as specified above may need
to be curtailed from time to time for maintenance activities.
7. Staffing: District and City shall each be responsible for hiring employees and
staffing the Project during the time they are respectively using the Project. District and
City agree that they will provide sufficient staffing (depending on the activities being
provided) to ensure that students and community participants using the Project can be
safely monitored and supervised. At all times there shall be at least one (1) staff person
from the City or District present, during their respective use of the Project, who is trained
and certified in first aid and CPR. An emergency first aid kit shall be on the premises at
all times, as well as instruction materials on how to contact emergency services in the
event of accident, injury, or natural disaster. Staff shall be trained in exit routes out of the
Project, and where to take participants in case of emergency. Both District and City staff
shall be required to complete and file an incident report in case of any accident that
results in injury. Staff shall ensure that no one is allowed to smoke in or around the
Project and that no alcohol or controlled substances are allowed in or around the Project.
8. Insurance Requirements: City and District shall each provide its own liability
and other insurance deemed by each, respectively, to be necessary to protect the activities
and facilities covered hereunder in an amount of not less than Two Million Dollars
($2,000,000) per occurrence/Four Million Dollars (($4,000,000) in the aggregate. City
and District shall each provide the other with a certificate of insurance which certificate
shall provide evidence that thirty (30) day advance notice shall be required to be given to
the party receiving said certificate of any cancellation of such coverage. Alternatively,
City and/or District may self - insure up to the specified limits as evidenced by a rider or
certification of self - insurance to be provided to the other party. City and District shall be
responsible, respectively, for their own cost to procure such liability insurance.
District shall procure, if not available through its joint powers insurance authority,
fire and casualty (property) insurance in amounts and coverage mutually agreed upon,
which shall be a shared cost between the City and District. District shall meet and confer
with the City on procurement of fire and casualty insurance for the Project. For JPA
coverage, there shall be an appropriate pro ration of the District's cost for fire and
casualty insurance obtained through its JPA for the Project. In the event that such
insurance is available through the District's joint powers insurance authority, there shall
be an appropriate pro ration between the City and the District of the District's cost for fire
and casualty insurance for the Project.
9. Indemnification: Neither of the parties to this Agreement nor their respective
elected officials, officers, employees or agents, shall be deemed to assume or have any
liability for any act or omission of any other party, its elected officials, officers,
employees or agents, arising out of the performance of this Agreement.
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City agrees to indemnify, defend, and hold harmless District, its officials, officers,
employees and agents from and against any and all claims, demands, suits, loss, damage,
injury and liability, including costs, judgments and expenses, arising out of any negligent
or wrongful act or omission of City, its officials, employees or agents in the performance
of this Agreement.
District agrees to indemnify, defend, and hold harmless City, its officials, officers,
employees and agents from and against any and all claims, demands, suits, loss, damage,
injury and liability, including costs, judgments and expenses, arising out of any negligent
or wrongful act or omission of District, its officials, officers, employees or agents in the
performance of this Agreement.
10. Equipment: District and City shall each be responsible for providing all of
the balls, equipment, and other related materials needed for the activities that are offered
during their respective operations of the Project. Both entities will be provided secure
storage areas for those items. To the extent District and City share equipment, such as
volleyball and badminton equipment, the District and City shall agree on a shared cost for
such materials.
11. Term: The Agreement shall terminate forty (40) years from recordation of
the notice of completion of the Project, unless sooner terminated upon mutual agreement
of District and City.
12. Notices: All notices to the parties shall be in writing and shall be delivered by
U.S. mail, overnight delivery, email transmission or fax. The addresses for notice are as
follows:
District: Arcadia Unified School District - Superintendent
234 Campus Drive
Arcadia, CA 91007
City: City of Arcadia — City Manager
240 West Huntington Drive
PO Box 60021
Arcadia, CA 91066 -6021
Either party may change the notice information by providing the other party with
advance notice in writing. U.S. mail deliveries shall be deemed to be received after (5)
days after mailing.
13. Amendments: This Agreement may only be amended in writing by mutual
agreement of the parties.
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14. Construction and Integration: The parties hereto acknowledge and agree that
each has been given the opportunity to review this Agreement; with legal counsel
independently, and/or has the requisite experience and sophistication to understand,
interpret, and agree to the particular language of the provisions thereof. In the event of an
ambiguity in or dispute regarding the interpretation of the same, the interpretation of this
Agreement shall not be resolved by any rule of interpretation providing for interpretation
against the party who causes the uncertainty to exist or against the draftsman. All prior
discussions, writings, drafts related to this Agreement are integrated herein.
15. Dispute Resolution: In the event of any dispute between the parties regarding
the meaning or interpretation of this Agreement the dispute shall be resolved in the
following manner. First, the parties shall attempt in good faith to resolve the dispute
between the respective representatives having immediate supervision and control over the
Project. Second, if that is not successful, the Superintendent of the Arcadia Unified
School District and the City Manager of the City of Arcadia shall attempt in good faith to
resolve the dispute. If all efforts fail, the parties may agree to submit the matter to
mediation or arbitration, with each party bearing half the cost, or if no agreement can be
reached, either party may proceed to litigation. In the event of litigation or arbitration,
the prevailing party is entitled to reasonable attorneys fees and costs.
16. Cooperation: District and City agree to reasonably cooperate with each other
in preparing and submitting any additional documentation needed by the State to
maximize the potential for funding the Project under SB 50.
17. Severabilitv: If any provision of this Agreement shall b'e held to be invalid,
illegal or unenforceable, the remaining portions shall not in any; way be affected or
impaired and shall remain in full force and effect unless to do so would be in
contradiction of the intent of the parties in entering into the Agreement.
18. Time: Time is of the essence in this Agreement and in each and every term,
provision and condition thereof.
19. Remedies Cumulative: No remedy or election hereunder shall be deemed
exclusive but shall, whenever possible, be cumulative with all other 'remedies at law or in
equity. The waiver or failure to enforce any provision of this Agreement shall not
operate as a waiver of any future breach of such provision or of; any other provision
hereof.
20. Captions: The captions, headings, and titles to the various sections of this
Agreement are not a part of this Agreement, are for convenience and identification only,
and shall have no effect upon the construction or interpretation of any part thereof.
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21. No Third Party Benefit: This Agreement is by and between the parties named
herein, and unless expressly provided in the foregoing provisions, no third party shall be
benefited hereby. This Agreement may not be enforced by anyorie other than a party
hereto, or a successor to such party who has acquired his/her /its interest in a way
permitted by this Agreement.
22. Assignees and Successors: This Agreement may not be assigned by either
party without the express written consent of the other party, which' consent shall not be
unreasonably withheld.
23. Choice of Law: This Agreement has been negotiated; and executed in the
State of California and shall be governed by the laws of that state. Any legal action
involving the Agreement shall be brought in the branch of the Los Angeles County court
of competent jurisdiction closest to the City of Arcadia, California.
24. Partial or Total Destruction of the Project: If the Project is either partially or
totally destroyed due to any cause during the term of this Agreement, City and District
shall promptly meet and confer in order to mutually agree on whether to reconstruct the
Project. Then each party shall pay its pro rata share of the deductible and shall be entitled
to receive compensation on a 50/50 basis, from total insurance proceeds, after deduction
of insurance proceeds as may be required to pay the State. In the event of a non - covered
peril (such as an earthquake) when no insurance proceeds are paid, City and District shall
meet and confer on whether to reconstruct the Project. If the City declines to reconstruct
the Project and the District proceeds to replace the Project, this Agreement shall
terminate.
25. Auditing. The District shall make available to the City and its agents for their
review, inspection and audit during normal business hours all! books and records
maintained by the District pertaining to the construction of the Project, and the
Maintenance and Operation costs of the Project. The District shall respond to reasonable
questions posed by the City and its authorized agents in order to provide support and a
factual basis for all costs and expenses pertaining to the Project.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective upon approval by the District and the City.
[SIGNATURES ON NEXT PAGE]
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Approved by the Arcadia Unified School District on this 6th day of Februar,y2008.
"ARCADIA UNIFIED SCHOOL DISTRICT"
Q 41Y� _> Dated: February 6 12008
Christina Aragon u
Assistant Superintendent Board Approval: 01/22/08
Business Services
Approved by the City of Arcadia on the 15° day of January, 2008.
"CITY OF ARCADIA"
-PCet--Q 4-111�
Donald Penman
City Manager
ATTEST:
Ck4 bqk�
City `Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Dated: 2008
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SPACE ABOVE THIS 1 §I�.nhLA^R RECOR pER'8 USE
an D439 w054
STAMPS IN THIS SPACE
Grant Deed
_390 4'57 THIS FORM FURNISHED BY TITLE INSURANCE AND TRUST COMPANY
121
6- 233-F--"
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Affix I. R. S. 36.9.60 ... ................
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, JUI,1:S LARRY. CaND RUTH
LARNER, husband and wife,
herebyGRANT(S) to ARCADIA UNIFIED SCHOOL DJ61nICT
the following described real property in the state of California, county of Los Angeles
That portion of Lot 17 of Arcadia Acerage Tract, as shown on map recorded in Book
10, page 18 of Maps, in the office of the Recorder, of said County, described as
follows
Beginning at a point in the Westerly line of said lot distant South Oo 241 East
138.25 feet from the Northwesterly corner of said lot; thence South Oo 241 East
93 feet; thence parallel with the Northerly line of said lot, North 890 361 'East
430.92 feet; thence parallel with said Iesterly line, North Oo 241 West 93 feet;
thence South 89° 361 West 430.92 feet. to the point of beginning, except the
Westerly 249.40 feet of above described land.
Dated:..)' ebr q!WY.. 24- 1t2 .5.1? ........................
STATE OF CALIFORNIA
COUNTY OF SS.
Z:aS...<': eq. 1A. 5. .................. ...............................
On....... FebruarY._ K..... 19.?. � ........ ...............................
before me, the undersigned, a Notary Public in
and for said County and State, personally appeared
.Jules _Earner... and., Ruth ,.Larne........... .............
.......... - ........................................................ ...............................
........ ................... .............. ............... ...............................
known tome to be the person .'u whose name..:: ax..?.__....
subscribed to the within instrument and acknowledged that
lobs .... ..._.......exeruted the.same.
WITNESS mj hand and oific(ial seal.
Notary Public in and for said
WHEN RECORDED MAIL TO
21 ,.4t..s; ~?anc.1..I)a
111 -,Wt_ !ante Road
Arca ia, Gal.if'orni.a
............... ............................... .........
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Title Order No..... t)... / r!.1��. .................
Escrow or Loan No...r?- 10,11116 ......... ....... .
--
'Tales °'iarner ............ ...�..................-•- --....
SPACE BELOW FOR RECORDER'S USE ONLY
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RECORDED IN OFFICIAL RECORDS
OF LOS ANGELES COUNTY, CALIF.
FOR TITLE INSURANCE & TRUST CO.
APR 21 1959 AT 8 A.M.
RAY E. LEE, County Recorder
om D439 fm755
RESOLUTION NO. 24
A RESOLUTION OF THE BOARD OF EDUCATION
OF THE ARCADIA UNIFIED SCHOOL DISTRICT
OF LOS ANGELES COUNTY ACCEPTING THE GRANT
DEED FOR CERTAIN. PROPERTY TO BE USED AS A
SCHOOL SITE (LARNER PROPERTY — DANA SITE)
BE IT RESOLVED THAT THE BOARD OF EDUCATION OF THE ARCADIA UNIFIED
SCHOOL DISTRICT OF LOS ANGELES COUNTY HEREBY ACCEPTS THE GRANT DEED FROM
MULES LARNER AND RUTH LARNER GIVEN UNDER DATE OF FEBRUARY 27, 1959, CONVEY-
ING TO SAID DISTRICT THE FOLLOWING DESCRIBED PROPERTYS
THAT PORTION OF LOT SEVENTEEN (17) OF ARCADIA ACREAGE TRACT, AS
SHOWN ON MAP RECORDED IN BOOK 10, PAGE 18 OF MAPS, IN THE OFFICE
OF THE RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWSa BEGINNING
AT A POINT IN THE WESTERLY LINE OF SAID LOT DISTANT SOUTH 00 240
EAST ONE HUNDRED THIRTY —EIGHT AND TWENTY —FIVE HUNDREDTHS (138.25)
FEET FROM THE NORTHWESTERLY CORNER OF SAID LOTI THENCE SOUTH 00249
EAST NINETY —THREE (93) FEET; THENCE PARALLEL WITH THE NORTHERLY
LINE OF SAID LOT, NORTH 890 380 EAST FOUR HUNDRED THIRTY AND NINETY -
TWO HUNDREDTHS (430.92) FEET-, THENCE PARALLEL WITH SAID WESTERLY
LINE, NORTH 00 24o WEST NINETY —THREE (93) FEETI THENCE SOUTH 890
381 WEST FOUR HUNDRED THIRTY AND NINETY —TWO HUNDREDTHS (430.92)
FEET TO THE POINT OF BEGINNING, EXCEPT THE WESTERLY TWO HUNDRED
FORTY -NINE AND FORTY.HUNDREDTHS (24 9.40) FEET OF ABOVE DESCRIBED
LAND.
BE IT FURTHER RESOLVED THAT THE SUPERINTENDENT AND SECRETARY TO THE
BOARD OF EDUCATION Of THE ARCADIA UNIFIED SCHOOL DISTRICT BE AND HE IS HEREBY
AUTHORIZED TO ATTACH A COPY OF SAID RESOLUTION OF ACCEPTANCE TO THE GRANT DEED
FOR THE PURPOSE OF HAVING SAME RECORDED,
I HEREBY CERTIFY THAT THE ABOVE IS A FULL, TRUE AND EXACT COPY OF THE
RESOLUTION ADOPTED BY THE BOARD OF EDUCATION OF THE ARCADIA UNIFIED SCHOOL
DISTRICT AT A REGULAR MEETING HELD THE 18TH DAY OF MARCH, 1959, AND FURTHER
THAT SAID PROPERTY HAS BEEN APPROVED BY THE PLANNING COMMISSION OF THE CITY
OF ARCADIA.
BOARD OF EDUCATION
ARCADIA UNIFIED SCHOOL DISTRICT
SUPERINTENDENT AI D ECRETAF THE HOARD
DATED MARCH 18, 1959