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HomeMy WebLinkAboutCC AG PKT 2013-01-28 #G AGENDA STAFF REPORT DATE: January 28, 2013 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Sean P. Crumby, Assistant City Manager/Public Works SUBJECT: MASTER AND JOINT USE AGREEMENTS WITH LOS ALAMITOS UNIFIED SCHOOL DISTRICT SUMMARY OF REQUEST: That the City Council adopt Resolution No. 6345 approving a Master Joint Use Agreement with the Los Alamitos Unified School District and Individual Joint Use Agreements for the McGaugh Gym, McGaugh Pool and McGaugh Tennis Courts. BACKGROUND AND ANALYSIS: The City of Seal Beach and Los Alamitos Unified School District (LAUSD) shares facilities on the McGaugh Campus for educational and recreational programs. The approval of this agreement memorializes use of the facility which includes the McGaugh Gym, McGaugh Pool and Tennis Courts, and Seal Beach Tennis Center. Master Joint Use Agreement — The Master Joint Use Agreement sets forth mutual indemnifications for both the City and LAUSD. The Master Joint Use Agreement was approved by the City Council on October 13, 2008. Adoption of this agreement will change the term of the agreement to March 'I't for a five year term with the option for a second five year term. All Individual Joint Use Agreements shall be subject to the terms of the Master Joint Use Agreement. McGaugh Gym — The Individual Joint Use Agreement for the McGaugh Gym memorializes the time split between the City and LAUSD. The agreement also clarifies the share of the expenditures for the gym based on actual use. Exhibit D of the Individual Joint Use Agreement clarifies the sharing of expenditures based on use of the gym. McGaugh Pool and Tennis Courts — As the McGaugh Pool and Tennis Courts are used 100% by City and all utilities are self-metered the City will be responsible for 100% of the cost to maintain and operate the pool and tennis courts. As stated in the Agreement, City and School District officials will meet to Agenda Item Q discuss all capital projects and improvements cost sharing that are required at the facility. Seal Beach Tennis Center — The Seal Beach Tennis Center Joint use agreement will be reviewed when a new facility manager is appointed. ENVIRONMENTAL IMPACT: There is no Environmental Impact related to this item. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form FINANCIAL IMPACT: The City will be responsible for 6% of the utility costs to the facility on a monthly basis to cover the cost of gym use. This has been budgeted for in the current Fiscal Year and will be accounted for in all future budgets. RECOMMENDATION: That the City Council adopt Resolution No. 6345 approving a Master Joint Use Agreement with the Los Alamitos Unified School District and Individual Joint Use Agreements for the McGaugh Gym, McGaugh Pool and McGaugh Tennis Courts. SUBMITTED BY* NOTED AND APPROVED: Sean P. Crurn6y— "ill . Ingram, City �9n ger Assistant City Manager/ blic Works Prepared by: Tim Kelsey, Recreation Manager Attachments: A. Resolution No. 6345 B. Master Joint Use Agreement C. Individual Joint Use Agreement for McGaugh Gym D. Individual Joint Use Agreement for McGaugh Pool and Tennis Courts E. Current Individual Joint Agreement for Seal Beach Tennis Center Page 2 RESOLUTION NUMBER 6345 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE MASTER AGREEMENT FOR McGAUGH ELEMENTARY AND INDIVIDUAL JOINT USE AGREEMENTS FOR McGAUGH GYM, POOL,AND TENNIS COURTS THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the Agreement between the City of Seal Beach and Los Alamitos Unified School District for joint use of McGaugh Elementary. Section 2. The Council hereby authorizes the City Manager to execute the Agreement. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 28th day of January , 2013 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6345 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 28th day of January — 2013. City Clerk MASTER JOINT-USE AGREEMENT FOR USE OF SHARED SITES between SEAI 9 OR4 Fq�y yC�eFR z ,9.h�o 1p�NTV City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90720 (562) 799-4700 THIS MASTER JOINT-USE AGREEMENT FOR USE OF SHARED SITES ("Agreement") is made as of the 1 st day of March, 2013 (the "Effective Date") by and between the LOS ALAMITOS UNIFIED SCHOOL DISTRICT ("District"), a California public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the California Education Code and the CITY OF SEAL BEACH, a California charter city ("City"). Collectively, the District and the City shall be referred to herein as the "Parties" and individually as a"Party". RECITALS A. California Education Code Section 10900 et sLec. authorizes and empowers school districts to cooperate with public agencies in organizing, promoting, and conducting joint programs of recreation as well as education. B. California Government Code Section 6500 et M. (the "Joint Powers Law") provides that two or more public agencies may, by agreement, jointly exercise any power common to the contracting parties. C. Pursuant to the Joint Powers Law, the District and the City are each a public agency and are authorized and empowered to contract for the joint exercise of powers. D. The District and City wish to share with each other the use of their separately owned property (collectively "the Property") for the common general educational and recreational objectives of the community and to jointly accomplish various projects related to the improvement and use of the Property. E. The purpose of this Agreement is to establish a framework setting forth the basic terms applicable to the Parties'joint use of the Property. The District and the City acknowledge that this Agreement is being entered into by each Party, as a courtesy between public agencies and for the mutual benefit of each. F. It is the desire of the District and the City, upon the express terms and conditions set forth in this Agreement, to utilize the Individual Joint Use Agreements for the mutual benefit and use of each party, pursuant to the terms set forth herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: Page 2 of 14 S7296-000 I\I 066103v6.doc AGREEMENT 0.0 DEFINITIONS. For purposes of this Agreement, the following terms mean: 0.1 "Annual Committee": the committee created pursuant to Section 6.0 of this Agreement. 0.2 "Donation": any gift, present, or contribution of any monetary value, including those from user groups, except Government Grants, received by either party that is related to a Site or its use pursuant to any Individual Joint Use Agreement. 0.3 "Government Grant ":a monetary grant from any local, state or federal governmental entity. 0.4 "Individual Joint Use Agreement" or"IJUA": any separate agreement entered into by the Parties to govern the joint use of a specific Site. 0.5 "Owner": the Party who owns a particular Site. 0.6 "Site": a specific property and its associated facilities subject to this Agreement. 1.0 CIVIC CENTER ACT. The District may identify any Site it owns as a "Civic Center" pursuant to Education Code Section 38130 et SeMc. ("Civic Center Act"). Subsequent to identification as a Civic Center, the use of any such Site must comply with the provisions of the Civic Center Act to the extent the property is under the control of the District. To the extent permitted by law, and regardless of whether the Site is designated as a Civic Center, the Parties shall charge a fee for its use, as set forth in the Individual Joint Use Agreements, to organizations or persons other than the Parties to cover expenses of the particular activity or service conducted on the Site. 2.0 TERM OF THE MASTER JOINT USE AGREEMENT. This Agreement shall commence upon the Effective Date, and remain in effect for five (5) years. The Parties may upon mutual written agreement extend the term for an additional five (5) years. Each Individual Joint Use Agreement shall be subject to the term of the Master Joint Use Agreement. 3.0 EARLY TERMINATION OF AGREEMENT. 3.1 In the event of unforeseen circumstances, either Party may terminate this Agreement or any or all IJUA's upon six (6) months written notice to the other Party. For these purposes, "unforeseen circumstances" means dire financial conditions for either Party, City or District loss of revenue or funding, or the terminating Party's need for the exclusive use of the facility or Site identified in the IJUA. 3.2 Notwithstanding the foregoing, in order to maximize any applicable Government Grant fund requirements, the Parties may agree to extend or otherwise waive any termination right, upon mutual approval by the Parties' respective governing boards. Any Party's application Page 3 of 14 57296-0001\1066103v6.doc for any such Government Grant must be approved in advance by the other Party, which approval shall not be unreasonably withheld. 3.3 Should the Master Joint Use Agreement be terminated, all IJUAs shall also terminate simultaneously. 4.0 EMERGENCY NEED. Nothing in this Agreement or any IJUA shall limit either Owner's right to make unlimited use of all or any portion of its Sites during an emergency. For purposes of this Agreement, an emergency is any circumstance or event that the Owner deems to pose an actual or potential danger to life or property. 5.0 INDIVIDUAL JOINT USE AGREEMENTS. 5.1 Descriptions of each individual joint use project are set forth in the IJUA's attached hereto as Exhibit A. To the extent that any provision in any of the IJUA's conflicts with any provision in this Agreement, this Agreement shall prevail unless modifications are mutually agreed upon in each IJUA. 5.2 Upon the effective date of this Agreement, this Agreement shall govern the following IJUA's and property identified therein: 5.2.1 Individual Joint Use Agreement, No. 1, for the Seal Beach Tennis Center. 5.2.2 Individual Joint Use Agreement, No. 2, for the McGaugh Gymnasium. 5.2.3 Individual Joint Use Agreement, No. 3, for the McGaugh Pool and Tennis Courts. 5.3 The Parties may enter into additional IJUA's, and any such IJUA's shall be subject to all provisions in this Agreement as if expressly stated in that IJUA. 6.0 ANNUAL COMMITTEE. The Parties shall establish a committee to meet annually to discuss issues regarding the Sites, this Agreement, and the IJUA's, including, but not limited to, scheduling, repairs, and maintenance of the Sites. The committee shall be comprised of 6, 8 or 10 members, divided equally between the Parties, and appointed by the Party's respective governing bodies. The District Superintendent and the City Manager or their respective designees shall be ex officio members of the committee. 7.0 OWNERSHIP OF THE SITES, FACILITY, FURNISHINGS, AND EQUIPMENT. 7.1 Each Owner shall retain its existing ownership interest in and to its Sites and any land, building, or improvement existing thereon as of the effective date of the applicable IJUA. No past, present, or future use of any of the Sites pursuant to this Agreement shall be interpreted as conveying any ownership or other property interests in any of the Sites. 7.2 Personal property, trade fixtures, furnishings, or equipment installed or placed on a Site by a Party after the effective date of the applicable IJUA shall remain that Party's separate property. Page 4 of 14 57296-0001\1066103v6.doc 7.3 Upon the expiration or termination of a IJUA, the Party who is not the Owner shall remove from the Site its personal property, trade fixtures, furnishings, or equipment within 90 days or longer by mutual agreement of the parties or else such personal property, trade fixtures, furnishings, or equipment shall become the sole property of the Owner. If a Party removes any personal property, trade fixtures, furnishings or equipment from a Site of which it is not the Owner, that Party must return to its original condition that portion of the Site affected by such removal. 8.0 PROJECT FUNDING AND CAPITAL COSTS. The terms under which the joint use of any Site is to fund and the terms for sharing any associated capital costs shall be set forth in the applicable IJUA's. 9.0 DONATIONS. All Donations received specific to one of the parties site's under this agreement, shall be used as deemed appropriate by the recipient. However, if the donation will in any way affect the other parties' physical property or financially impact them in anyway, then the acceptance and usage of the donation must be mutually agreed and accepted by both parties. 10.0 GOVERNMENT GRANTS. Any Government Grant received by either Party shall be used in accordance with the terms and provisions of that grant. 11.0 IMPROVEMENTS. The City may make improvements to any Site owned by the District in accordance with the conditions set forth in this Section. 11.1 The City shall be responsible for all costs associated with any improvements unless otherwise determined and agreed to by the District and the City. 11.2 The District shall have the right to review and approve all project planning, design and construction, and shall have final approval of all contracts and schedules related to any City improvements. 11.3 The District's Board of Education must approve all building plans and construction plans for every City improvement in advance. 11.4 The District's Superintendent must approve in advance all vendors and contractors employed for City improvements. 11.5 All construction services for City improvements shall be performed by a properly licensed architect, engineer, contractor, or inspector. All construction management services shall be provided by a licensed contractor, architect or engineer, and shall comply with all public works labor requirements, including the payment of prevailing wages, as required of school districts under state law and as approved by the required State agencies. 11.6 All contractors and subcontractors, and their employees and agents who enter onto the Site for any reason or at anytime subscribed herein, shall submit or have submitted their fingerprints, without exception, as proscribed by Education Code Section 45125.1. Prior to the issuance of keys to any third party, including contractors and sub-contractors, the District and the City shall each require said third party, contractor or sub-contractor to acknowledge that he/she has been informed that California Penal Code § 469 provides that any person who "knowingly Page 5 of 14 57296-000 I\I 066103v6.doc makes, duplicates, causes to be duplicated, or uses," or attempts to do same, or possesses any key to a public building, without authorization and with knowledge of the lack of such authorization, is guilty of a misdemeanor; and that said third party, contractor or sub-contractor further specifically acknowledges that he/she shall be responsible for any such duplication or unauthorized use of said keys, whatsoever. 12.0 UTILITY COSTS. Utility costs for the IJUA's shall be shared as follows unless otherwise specified in the IJUA's. 12.1 Electricity, Water, and Gas. Each Party shall pay a share of the electrical, water, and gas actual usage for each Site in proportion to its use of the Site. The Owner of the Site shall present the other Party with an invoice for electrical, water, and gas usage and such invoice must be paid within thirty(30) days of receipt, 12.2 Telephone. Each party shall be responsible for its separate use of telephone service provided to the Sites and pay such utility bills directly to the service provider. 12.3 Trash. Each Owner shall be responsible for collection of garbage at its Sites. 13.0 MAINTENANCE. Cleaning, repair, maintenance, and all other custodial services for the Sites shall be shared in accordance with the applicable provisions set forth in the IJUA's. 14.0 USE SCHEDULING. The City shall, in conjunction with the District, develop and administer the scheduling for use of the Sites unless otherwise mutually agreed in the applicable IJUA. 15.0 USE OF SITES. 15.1 Each Site shall be used to the maximum extent possible for both school and community purposes to the extent that such does not interfere with the Owner's schedules for maintenance, repair, or use of the Site, which schedules shall have priority over any use of the Site by the Party who is not its owner. 15.2 The Parties shall utilize the Sites in conformance with all applicable Federal, state, and local laws, as well as any applicable administrative regulations and policies adopted by either Party. 15.3 The Parties shall hold any third party user who fails to comply with established guidelines liable to pay for all damages caused thereby to the Site. 15.4 Disputes under this section shall be resolved pursuant to Sections 24.2 and 24.3 of this Agreement. 15.5 Advertising on any Site shall be in accordance with the policies established by the Owner's governing body. Page 6 of 14 57296-0001\1 066103v6.doc 16.0 FIELD USE, PRIORITY, ALLOCATION, FEES, AND PERMITS. The use of any fields owned by the District shall be subject to the District's Schedule of Charges, Field Use, and Field Schedule, which shall be subject to annual review and revisions. 17.0 INDEMNIFICATION. 17.1 No Party or any of its officers, agents, volunteers, contractors, or employees shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of another Party under or in connection with any obligation delegated to the Parties under this Agreement. Each Party shall indemnify, defend and hold harmless the other party, its officers, agents, volunteers, contractors, and employees from any and all liability, loss, expense (including reasonable attorneys' fees and other defense costs), or claims imposed for damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage occurring by reason of any acts or omissions on the part of the Party's own officers, agents, contractors, or employees under or in connection with any obligation delegated to such Party under this Agreement. This indemnity shall survive termination of this Agreement. 17.2 Each Party agrees to require all third party organizations that it authorizes to use or enter the Site, to execute a document stating the following: [Name of Organization] agrees to hold harmless, defend, and indemnify the Los Alamitos Unified School District and the City of Seal Beach, their respective Board members, agents, officers, employees and representatives against all actions, claims, or demands for injury, death, loss or damages, regardless of fault or cause, by anyone whomsoever (except where such injury, death, loss, or damage was solely due to the willful acts or omissions of the Los Alamitos Unified School District and the City of Seal Beach, and/or their respective Board members, agents, officers, employees and representatives), whenever such injury, death, loss, damage or claim is a consequence of, or arises out of the use of or access to the Site known as [name of Site], by [name of organization] or its agents, officers, employees and representatives. 17.3 Tort Liability. Government Code Section 895.2 imposes certain tort liability jointly upon public agencies solely by reason of such public agencies being parties to an agreement as defined in Government Code Section 895. Therefore, the Parties hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, each assumes the full liability imposed upon it or any of its officers, agents, representatives or employees by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve this purpose, each Party indemnifies and holds harmless the other Party for any loss, cost, or expense, including reasonable attorneys' fees that may be imposed upon or incurred by such other Party solely by virtue of Government Code Section 895.21. Page 7 of 14 S7296-0001\1 066103v6.doc 18.0 INSURANCE. 18.1 General Insurance Requirements: For each of the IJUA's, without limiting the indemnification provision and during the term of this Agreement, the Parties shall provide and maintain, and shall require their subcontractors to maintain, the insurance programs set forth in this Section. Each Party's insurance shall be primary to and not contributing with any other insurance or self-insurance programs maintained by the other Party, and shall be provided and maintained at the insured Party's own expense. 18.2 Insurance Coverage Requirements: For each of the IJUA's, each Party shall maintain the following programs of insurance coverage: 18.2.1 General Liability insurance with limits of not less than the following, and naming the other Party as an additional insured: General Aggregate: $25 minion 18.2.2 Automobile Liability insurance with a limit of liability of not less than $1 million for each accident. Such insurance shall include coverage for all "owned," "hired" and"non-owned"vehicles, or coverage for"any auto." 18.2.3 Workers Compensation and Employers' Liability insurance providing workers compensation benefits, as required by the State of California, and for which each of the Parties' contractor and/or subcontractors shall be responsible. This insurance shall include Employers' Liability coverage with limits of not less than the following: Each Accident: $1 minion 18.3 Evidence of Insurance: Each Party shall provide a letter or certificate of insurance, or self-insurance, satisfactory to the other Parties prior to commencing services under each of the IJUA's. Such evidence shall identify the applicable Individual Joint Use Project and the required coverages, and provide that the other Parties receive written notice by mail at least thirty(30) days in advance of cancellation for all required coverages. 18.4 Insurer Financial Ratings and Self-Insurance: If commercial insurance is used, it shall be provided by an insurance company with an A.M. Best rating of not less than A: VII, or as otherwise mutually agreed to by the Parties. In lieu of commercial insurance, each Party shall retain the right to self-insure all or any portion of its insurance obligations herein. 18.5 Notification of Incidents, Claims or Suits, Each Party must notify the other of any accident or incident relating to its use of the Site pursuant to this Agreement, which involves injury or property damage which may result in the filing of a claim or lawsuit against any of the Parties, and, of any actual third party claim or lawsuit arising from or related to services under this Agreement. 19.0 NON-DISCRIMINATION. The Parties agree that in providing use of the Sites pursuant to the IJUA's, the hiring of staff, and the selection and use of volunteers, all persons will be treated equally and without regard to or because of race, color, religion, ancestry, national Page 8 of 14 57296-0001\1 066103v6.doc origin, sex, age, sexual orientation, marital status or disability, and in compliance with all anti- discrimination laws of the United States of America and the State of California. 20.0 REVIEW AND MODIFICATION PROCESS. Each Party shall designate a representative as the contact liaison in connection with any and all issues pertaining to this Agreement. The terms and conditions of the Agreement may be revised or amended in writing as may be necessary from time to time and as mutually agreed by the Parties provided that any such amendment is consistent with the original intent of the Agreement. 21.0 NOTICES. 21.1 Notice: Notices shall be personally delivered or delivered by United States Mail, postage-prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices delivered by mail shall be effective at 5:00 pm. on the second calendar day following dispatch. Notices personally delivered or delivered by document delivery service shall be effective upon receipt. Notices shall be delivered to the Parties at the following addresses: To District: Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90702 Attn: Deputy Superintendent Telephone: (562) 799-4700 Facsimile: (562) 799-4711 With a copy to: Atkinson, Andelson, Loya, Ruud and Romo 12800 Center Court Drive, Suite 300 Cerritos, CA 90703 Attn: Andreas C. Chialtas, Esq. Telephone: (562) 653-3200 Facsimile: (562) 653-3333 To City: City of Seal Beach City Hall, 211 Eighth Street Seal Beach, CA 90740 Attn: City Manager Telephone: (562)431-2527 Facsimile: (562) 493-9857 Page 9 of 14 57296-0001\I 066103v6.doc With a copy to: Richards, Watson &Gershon 355 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Attn: Quinn M. Barrow Telephone: (213) 626-8484 Facsimile: (213) 626-0078 21.2 Emergency Contact Numbers: The Parties will provide and periodically update each other after-hours emergency contact information for appropriate supervisory staff. Such information must include emergency contact numbers for other facilities that may be utilized in the event of a community emergency. 22.0 PARTY EMPLOYEES. 22.1 District Employees: For purposes of this Agreement, all persons employed in the performance of services and functions for District shall be deemed District employees and no District employees shall be considered as an employee of the City, nor shall such District employees have any City pension, civil service, or other status while an employee of the District. 22.2 City Employees: For purposes of this Agreement, all persons employed in the performance of services and functions for the City shall be deemed City employees and no City employee shall be considered as an employee of the District, nor shall such City employees have any District pension, civil services, or other status while an employee of the City. 23.0 MISCELLANEOUS. 23.1 Attorneys' Fees, Litigation: In the event of a dispute under this Agreement, each Party shall bear its own attorneys' fees and costs. 23.2 Mediation. In the event any dispute arising under the terms of this Joint-Use Agreement, the Parties shall meet and confer with the objective of resolving such disputes within seventy-two (72) hours of the request of either Party. If, within seven calendar days, or such longer period as may be agreed upon by the Parties, the dispute cannot be resolved by the Representatives to the Parties' mutual satisfaction, the Parties shall mutually select a mediator, who is a respected professional with expertise in the area of the dispute, to facilitate the resolution of the dispute. If the parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the then current commercial Mediation Rules of the American Arbitration Association. Absent written agreement of the Parties to the contrary, the mediation process shall be completed or terminated within forty-five (45) days of the initial request for mediation. 23.3 Arbitration of Disputes. In the event that the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant California Code of Civil Procedure, Part 3, Title 9, §1280 et seq., or its successor statute. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each Party Page 10 of 14 S7296-0001\1066103 v6.doc shall select an arbitrator and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure §1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 23.4 Assignment:Went: No Party shall assign this Agreement or any right or privilege any Party might have under this Agreement without the prior mutual written consent of all Parties hereto, which consent shall not be unreasonably withheld, provided that the assignee agrees in a written notice to all Parties to carry out and observe each applicable Party's agreements hereunder. 23.5 Binding on Heirs: This Agreement shall be binding upon the Parties hereto and their respective heirs, representatives, transferees, successors, and assigns. 23.6 Time of the Essence: Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 23.7 Severability: 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. 23.8 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 part 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 and executed by all of the Parties hereto. 23.9 Exhibits. All exhibits and attachments to which reference is made are deemed incorporated in this Agreement, whether or not actually attached. 23.10 Interpretation: Governing Law: This Agreement shall be construed according to its fair meaning and as if prepared by both Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 23.11 Authority: The person(s) executing this Agreement on behalf of the Parties hereto warrant that: (i) such Party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party; (iii)by so executing this Agreement, such Party is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. Page 11 of 14 57296-0001\1066103v6.doc 23.12 Execution in Counterpart: This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute one agreement binding on all Parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 23.13 Effect of Recitals: The Recitals and Exhibit(s) herein are deemed true and correct, are hereby incorporated into this Agreement as though fully set forth herein, and the Parties acknowledge and agree that they are each bound by the same. 23.14 Conflicts of Interest: No director, officer, official, representative, agent, or employee of any Party shall have any financial interest, direct or indirect, in this Agreement. 23.15 Rights and Remedies are Cumulative: Except as may be otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, of any other rights or remedies for the same default or any other default by another Party or Parties. 23.16 Provisions Required by Law Deemed Inserted: Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of any Party the Agreement shall forthwith be physically amended to make such insertion or correction. 23.17 Cooperation: The Parties acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the objectives and requirements that are set out in this Agreement. The Parties hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete the objectives and requirements set forth herein in accordance with the intent of the Parties as evidenced in this Agreement. 23.18 Ambiguities Not to be Construed Against Drafting Party: The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the Parties hereto with respect to this Agreement. 23.19 Nonliability of Officials: No officer, member, employee, agent, or representative of the Parties shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon, shall be personally enforced against any such officer, official,member, employee, agent, or representative. 23.20 Third Party Beneficiaries: Nothing in this Agreement shall be construed to confer any rights upon any party not signatory to this Agreement. Page 12 of 14 57296-0001\I 06610M,doc IN WITNESS WHEREOF, Los Alamitos Unified School District and the City of Seal Beach have entered into this Agreement as of the Effective Date. LOS ALAMITOS UNIFIED SCHOOL CITY OF SEAL BEACH, DISTRICT, a California charter city a California public school district By: By: Patricia L. Meyer, Jill R. Ingram, Deputy Superintendent City Manager Attest: Attest: By: By: Gail Dessert, Linda Dcvine, Administrative Assistant City Clerk Approved as to Form: Approved as to Form: By: By: Andreas C. Chialtas, Esq. Quinn Barrow,City Attorney Atkinson, Andelson, Loya, Ruud &Romo Page 13 of 14 S7296-0001\1 066103v6.doc EXHIBIT "A" INDIVIDUAL JOINT USE AGREEMENTS Individual Joint Use Agreement,No. 1, for the Sea] Beach Tennis Center. Date of Adoption: January 12, 2009 Individual Joint Use Agreement,No. 2, for the McGaugh Gymnasium. Date of Adoption: March 1, 2013 Individual Joint Use Agreement, No. 3, for the McGaugh Pool and Tennis Courts. Date of Adoption: March 1, 2013 Page 14 of 14 57296-000 R I 066103v6.doc INDIVIDUAL JOINT-USE AGREEMENT FOR MCGAUGH ELEMENTARY SCHOOL GYMNASIUM between F SEAJ ,,gpo A CD 27 Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90720 (562) 799-4700 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 (562) 431-2527 THIS INDIVIDUAL JOINT-USE AGREEMENT (IJUA) for the use of McGaugh Elementary School Gymnasium ("McGaugh Gym Agreement") is entered into March 1, 2013, by and between the LOS ALAMITOS UNIFIED SCHOOL DISTRICT, 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 ("District"), and the CITY OF SEAL BEACH, a California Municipal Corporation ("City") (collectively, the District and the City shall be referred to herein as the"Parties" and individually as a"Party"). RECITALS A. WHEREAS, the City is charged with the responsibility of providing public facilities for the purpose of leisure time and recreation activities and health enrichment for general public wellness and fitness; and B. WHEREAS, the District is dedicated to a culture of high student achievement and integrity, where students thrive in a caring, respectful, and encouraging environment where they are physically and emotionally safe to focus on learning; and C. WHEREAS, the City and the District mutually have interest in exploring a Master Site Plan for the joint use facilities at the McGaugh Elementary School and will address that plan under a separate agreement; and D. WHEREAS, the City is currently in need of gym space for leisure and recreation activities and the Parties desire to work together to support the community; and E. WHEREAS, the Parties have mutual interest in the accomplishment of the following goals: I To provide wholesome, high-quality sports programming for youth and adults alike; and 2. To provide a competitive high school sports program to meet the recreation needs of the community; and 3. To ensure that children of all economic levels are provided with the opportunity to enjoy and have access to athletic programs and proper facilities; and 4. To ensure that operation of the community's recreation program is operated in the most responsible, cost-effective and efficient manner possible; and F. WHEREAS, the Parties wish to enter into an agreement to accommodate the City's use of the District's gymnasium ("McGaugh Gym") on property owned by the Los Alamitos Unified School District at its McGaugh Elementary School, located at 1698 Bolsa Avenue, Seal Beach, CA 90740, a description of which is set forth in Exhibit "A" of this McGaugh Gym Agreement and incorporated herein by this reference; and G. WHEREAS, the Parties have mutually agreed that this McGaugh Gym Agreement is subject to the Master Joint Use Agreement For Use of Shared Sites between the Parties dated March 1, 2013 (the "Master Joint Use Agreement")which is set forth as Exhibit B; 2 of 5 AGREEMENT NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: 1.0 CONTROLLING AGREEMENT. This McGaugh Gym Agreement is an Individual Joint Use Agreement as that term is defined in the Master Joint Use Agreement and is subject to all terms and conditions set forth therein. In the event that any provision in this McGaugh Gym Agreement conflicts with the Master Joint Use Agreement, the Master Joint Use Agreement shall prevail. 2.0 TERM OF AGREEMENT. The duration of this McGaugh Gym Agreement shall align with the term as the Master Joint Use Agreement which is set forth as Exhibit B. Either Party may terminate this IJUA for the McGaugh Gym Agreement, without cause, upon providing written notice of termination to the other Party not less than six months prior to the effective date of termination. The termination of this IJUA does not affect either the Master Joint Use Agreement or any other existing IJUAs. 3.0 PURPOSE. The purpose of this Agreement is to provide for the Parties' cooperative use and scheduling of the McGaugh Gym, as well as the sharing of costs for the operations and maintenance of the McGaugh Gym. 4.0 GYMNASIUM MAINTENANCE, REPAIR, AND UTILITIES. 4.1 District. The District shall be responsible for all utilities and maintenance (i.e., routine, capital and emergency maintenance) of the McGaugh Gym. 4.2 City. The City shall be financially responsible for 6% of the cost of all utilities based on its percentage use of the McGaugh Gym after school, evenings, weekends, and during the summer, please see Exhibit D. For routine maintenance, the City shall pay actual costs based upon its percentage of usage of the McGaugh Gym facility, please see Exhibit D. For capital or emergency maintenance, the parties shall meet and discuss reasonable cost sharing arrangements for respective projects. 4.3 Use of the premises. City shall respect the other users of the McGaugh Gym by requiring its employees and users to pick up after themselves and leave the premises in good condition. If the City or its users fail to secure the building after user and any destruction/damage/etc occurs, it shall be the responsibility of the City to fully reimburse the District for its costs for repair/replacement as well as the District's current year indirect cost for the oversight of the cleanup/repairs/etc. It will be the City's responsibility to seek reimbursement from the at fault user group for failure to secure the building and/or premises. 4.4 Inspection. Each Party shall inspect the McGaugh Gym for dangerous conditions prior to its use of the property. If such inspection reveals any dangerous 3 of 5 conditions, that Party shall: (1) promptly notify the other Party of the existence of the condition; and (2)refrain from using any portions the McGaugh Gym affected by the dangerous condition until it is corrected. The District shall post adequate warning signs on the property. 5.0 MCGAUGH GYM USE AND SCHEDULING. 5.1. The City shall be allowed to use the McGaugh Gym for City purposes, subject to this McGaugh Gym Agreement. The Parties shall each act in good faith to accommodate use of the McGaugh Gym by the other Party in accordance with the terms of this agreement. The Parties, specifically the Seal Beach City Manager and the District's Deputy Superintendent or their designees, shall meet on, at least, an annual basis to establish schedule for the Use of the McGaugh Gym. Exhibit C is an example of a model time schedule. 5.2. McGaugh Gym Closures. The District may in its sole discretion close the McGaugh Gym to use by the public, the City, or anyone else. Whenever possible, the District shall provide the City with advance notice of any unscheduled closures. Closures will be kept to a minimum when the McGaugh Gym is in usable condition. Reasons for the closure of the McGaugh Gym may include, but are not limited to, the following: 5.2.1 Scheduled or unscheduled maintenance, repair, or renovation of the McGaugh Gym. 5.2.2 Any condition posing a threat to the public health, including but not limited to, heavy rains, dense fog, smog alerts, pesticide spraying, herbicide spraying, and natural disasters. 4 of 5 IN WITNESS WHEREOF, Los Alamitos Unified School District and the City of Seal Beach have entered into this McGaugh Gym Agreement as of the Effective Date. CITY OF SEAL BEACH, LOS ALAMITOS UNIFIED SCHOOL a California Charter City DISTRICT, a California public school district By: By:_ Jill R. Ingram Patricia L. Meyer Seal Beach City Manager Deputy Superintendent ATTESTED: By: Linda Devine City Clerk APPROVED AS TO FORM APPROVED AS TO FORM: By: By: Quinn Barrow Andreas C. Chialtas, Esq. City Attorney Atkinson, Andelson, Loya, Ruud& Romo 5 of 5 Exhibit A Description of McGaugh Gym At McGaugh Elementary School Los Alamitos Unified School District Exhibit A McGaugh Elementary, Orange County 17 HEATER ROOM 22 20 DRESSI NVA" 16 b DRESSING 14 13 MIR 12 STUDY ROOM ST City Only LI-Id Shared N District Only Key Pion Date: ftylslon - Building "J" Floor Plan McGaugh Elementary School — 1698 Balsa Avenue — Seal Beach, CA 90740 The above Is measured in accordance with the laws and regulations February 14, 1994 governing the State School Building Lease—Purchase Program. Scale: 1"=30'-0" CAN Services 1-800-909-2239 O.S.A.# 11718 4195 Chino Hills Pkwy. #362, Chino Hills, CA 91709 Page 48 of 71 Exhibit B Master Joint Use Agreement EXHIBIT C Example MeGaugh Gym Schedule* (Parties to meet and update annually) 2012-13 Fall Season-- September 1 —November 14 Los Alamitos Unified City of Seal Beach Monday through Friday 2:15pm - 10:00pm Saturday/Sunday 7:00am— 10:00pm Winter Season --November 15—February 11 Los Alamitos Unified Monday through Friday 2:00 pm - 6:00 m** City of Seal Beach Monday through Friday 6:OOpm - 10:OOpm Saturday/Sunday 7:00am— 10:00pm Early Spring Season-- Feb 12- April 15 Los Alamitos Unified City of Seal Beach Monday through Friday 2:15pm - 10:00pm Saturday/Sunday 7:00am— 10:00pm Spring Season—April 16—June 15 Los Alamitos Unified Monday/Wed./Friday 2:00 pm - 6:00pm City of Seal Beach Monday/Wed./Friday 6:00pm - 10:00pm Tuesday/Thursday 2:15pm— I 0:00pm Saturday/Sunday 7:00am— 10:00pm Summer Season—June 16—August 31 Los Alamitos Unified City of Seal Beach Sunday thru Saturday 7:00am— 10:00pm Outside of School Hours On Game Days, the gym will be available to the City Additional Days/Nights of Use by the District: -Back to School Night - Open House - School carnival—Thurs, Friday, and Saturday - Polling site - 5 1h Grade Promotion - Pageant of the Masters Practice EXHIBIT D Example McGaugh Gym Schedule Translated into a Percentage Cost Of all Utilities, an Maintenance (routine, capital, and emergency) (Parties to meet and update annually) 2012-13 SECTION A—TIME UTILIZATION Assumptions for Formulas: Utilization is from lam— l0pm daily= 105 hours per week Time Period 1: Fall Season-- September 1—November 14 Party Days and Hours of Utilization Percentage Percentage of of Year Utilization by City Los Alamitos Unified City of Seal Monday through Friday 2:15pm- I 0:00pm 2 Y2 months 70 hrs/105 hrs Beach = 21% 67% S aturday/Sunday 7:00am— 10:0 m Time Period 2: Winter Season--November 15—February H Los Alamitos Monday through Friday 2:00pm- Unified _6 City of Seal Monday through Friday 6:00pm- I 0:00pm 3 months= 50 hrs/105 hrs Beach 25% 48% , Saturday/Sunday 7:00am— 10:00 m Time Period 3- Early Spring Season -- Feb 12- April 15 Los Alamitos Unified City of Seal Monday through Friday 2:15pm- 10:00pm 2 months= 70 hrs/105 hrs Beach 17% 67% Saturd Time Period Spring Season—April 16—June 15 Los Alamitos Monday/Wed./Friday 2:00pm - 6:00pm Unified City of Seal Monday/Wed./Friday 6:00pm- I 0:00pm 2 months= 58 hrs/105 hrs Beach Tuesday/Thursday 2:15pm— 10:00pm 16% 55% Saturday/Sunday 7:00arn— 10:00 m Time Period 5: Summer Season—June 16—August 31 Los Alamitos Unified City of Seal Sunday thru Saturday 7:00am— I 0:00pm 2 '/z months 105 hrs/105 hrs Beach = 21% 100% 100% SECTION B—SPACE UTILIZATION Assumptions for Formulas: Total Site square footage=82,198 Area of Building J Used By Designation Square Footage of Building J = 11,204 Gym Shared A 6,248 Office City Only B 391 Mechanical Room City Only B 389 Restrooms (2) City Only C 362 Balance District Only D 3,814 Area of Use Percentage of total site square Time Percentage of utilities for the site footage for Utility Utilization Period that will be applied. Utilization A-shared 6,248 82,198 = 8% 1= .5036 2= .0384 3= .0536 Shared Space Average= .0539 4= .0440 5= .0800 B-City Only 780sq ft—Separate meters are NA read for these areas for electric, gas and water will be discuss as part of Pool IJUA C-City Only 362/82,195 = .0044 .0044 Total* = .0583 *Based on average utilization throughout the year, the City of Seal Beach will pay 6% of the site UTILITIES to the District for its fair share of utilities including electricity, gas, and water/sewer. ROUTINE MAINTENANCE CHARGES: Will be charged based on usage percentage in the building which on average throughout the year equals 66.39%. INDIVIDUAL JOINT-USE AGREEMENT FOR MC+GAUGH ELEMENTARY SCHOOL POOL AND TENNIS COURTS between �. SEAC 8 CD 27 Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90720 (562) 799-4700 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 (562) 431-2527 THIS INDIVIDUAL JOINT-USE AGREEMENT (IJUA) for the use of McGaugh Elementary School Pool and Tennis Courts ("McGaugh Pool and Tennis Court Agreement") is entered into March 1, 2013, by and between the LOS ALAMITOS UNIFIED SCHOOL DISTRICT, 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 ("District"), and the CITY OF SEAL BEACH, a California Municipal Corporation ("City") (collectively, the District and the City shall be referred to herein as the"Parties" and individually as a"Party"). RECITALS A. WHEREAS, the City is charged with the responsibility of providing public facilities for the purpose of leisure time and recreation activities and health enrichment for general public wellness and fitness; and B. WHEREAS, the District is dedicated to a culture of high student achievement and integrity, where students thrive in a caring, respectful, and encouraging environment where they are physically and emotionally safe to focus on learning; and C. WHEREAS, the City and the District mutually have interest in exploring a Master Site Plan for the joint use facilities at the McGaugh Elementary School and will address that plan under a separate agreement; and D. WHEREAS, the City is currently in need of gym space for leisure and recreation activities and the Parties desire to work together to support the community; and E. WHEREAS, the Parties have mutual interest in the accomplishment of the following goals: 1. To provide wholesome, high-quality sports programming for youth and adults alike; and 2. To provide a competitive high school sports program to meet the recreation needs of the community; and 3. To ensure that children of all economic levels are provided with the opportunity to enjoy and have access to athletic programs and proper facilities; and 4. To ensure that operation of the community's recreation program is operated in the most responsible, cost-effective and efficient manner possible; and F. WHEREAS, the Parties wish to enter into an agreement to accommodate the City's use of the District's Pool and Tennis Courts ("McGaugh Pool and Tennis Courts") on property owned by the Los Alamitos Unified School District at its McGaugh Elementary School, located at 1698 Bolsa Avenue, Seal Beach, CA 90740, a description of which is set forth in Exhibit "A" of this McGaugh Pool and Tennis Courts Agreement and incorporated herein by this reference; and G. WHEREAS, the Parties have mutually agreed that this McGaugh Pool and Tennis Court Agreement is subject to the Master Joint Use Agreement For Use of Shared Sites between the Parties dated March 1, 2013 (the "Master Joint Use Agreement") which is set forth as Exhibit B; 2 of 5 AGREEMENT NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: 1.0 CONTROLLING AGREEMENT. This McGaugh Pool and Tennis Court Agreement is an Individual Joint Use Agreement as that term is defined in the Master Joint Use Agreement and is subject to all terms and conditions set forth therein. In the event that any provision in this McGaugh Pool and Tennis Court Agreement conflicts with the Master Joint Use Agreement, the Master Joint Use Agreement shall prevail. 2.0 TERM OF AGREEMENT. The duration of this McGaugh Pool and Tennis Court Agreement shall align with the term as the Master Joint Use Agreement which is set forth as Exhibit B. Either Party may terminate this IJUA for the McGaugh Pool and Tennis Court Agreement, without cause, upon providing written notice of termination to the other Party not less than six months prior to the effective date of termination. The termination of this IJUA does not affect either the Master Joint Use Agreement or any other existing IJUAs. 3.0 PURPOSE. The purpose of this Agreement is to provide for the Parties' cooperative use and scheduling of the McGaugh Pool and Tennis Courts, as well as the sharing of costs for the operations and maintenance of the McGaugh Pool and Tennis Courts. 4.0 POOL AND TENNIS COURT MAINTENANCE, REPAIR, AND UTILITIES. 4.1 District. The District shall be responsible for all utilities and maintenance (i.e., routine, capital and emergency maintenance) of the McGaugh Pool and Tennis Courts based on time of use. 4.2 City. The City shall be financially responsible for the cost of all utilities of the McGaugh Pool and Tennis Courts based on time of use. For routine maintenance, the City shall pay actual costs based upon its usage of the McGaugh Pool and Tennis Courts facility. For capital or emergency maintenance, the parties shall meet and discuss reasonable cost sharing arrangements for respective projects based on time of use. If the schedule of use for the McGaugh Pool or Tennis Courts represented in Exhibit C of this agreement is modified both parties will meet to amend the agreement to account for cost sharing of utilities. 4.3 Use of the premises. City shall respect the other users of the McGaugh Pool and Tennis Courts by requiring its employees and users to pick up after themselves and leave the premises in good condition. If the City or its users fail to secure the facility after user and any destruction/damage/etc occurs, it shall be the responsibility of the City to fully reimburse the District for its costs for repair/replacement as well as the District's current year indirect cost for the oversight of the cleanup/repairs/etc. It will be the City's responsibility to seek 3 of 5 reimbursement from the at fault user group for failure to secure the building and/or premises. 4.4 Inspection. Each Party shall inspect the McGaugh Pool and Tennis Courts for dangerous conditions prior to its use of the property. If such inspection reveals any dangerous conditions, that Party shall: (1) promptly notify the other Party of the existence of the condition; and (2) refrain from using any portions the McGaugh Pool or Tennis Court affected by the dangerous condition until it is corrected. The District or City shall post adequate warning signs on the property. 5.0 MCGAUGH POOL AND TENNIS COURT USE AND SCHEDULING. 5.1. The City shall be allowed to use the McGaugh Pool and Tennis Court for City purposes, subject to this McGaugh Pool and Tennis Court Agreement, The Parties shall each act in good faith to accommodate use of the McGaugh Pool or Tennis Courts by the other Party in accordance with the terms of this agreement. The Parties, specifically the Seal Beach City Manager and the District's Deputy Superintendent or their designees, shall meet on, at least, an annual basis to establish schedule for the Use of the McGaugh Pool and Tennis Courts. Exhibit C is an example of a model time schedule. 5.2. McGaugh Pool or Tennis Court Closures. The District may in its sole discretion close the McGaugh Pool or Tennis Courts to use by the public, the City, or anyone else. Whenever possible, the District shall provide the City with advance notice of any unscheduled closures. Closures will be kept to a minimum when the McGaugh Pool or Tennis Courts are in usable condition. Reasons for the closure of the McGaugh Pool or Tennis Courts may include, but are not limited to, the following: 5.2.1 Scheduled or unscheduled maintenance, repair, or renovation of the McGaugh Pool or Tennis Courts. 5.2.2 Any condition posing a threat to the public health, including but not limited to, heavy rains, dense fog, smog alerts, pesticide spraying, herbicide spraying, and natural disasters. 4 of 5 IN WITNESS WHEREOF, Los Alamitos Unified School District and the City of Seal Beach have entered into this McGaugh Pool and Tennis Court Agreement as of the Effective Date. CITY OF SEAL BEACH, LOS ALAMITOS UNIFIED SCHOOL a California Charter City DISTRICT, a California public school district By: By: Jill R. Ingram Patricia L. Meyer Seal Beach City Manager Deputy Superintendent ATTESTED: By: Linda Devine City Clerk APPROVED AS TO FORM APPROVED AS TO FORM: By: By: Quinn Barrow Andreas C. Chialtas, Esq. City Attorney Atkinson, Andelson, Loya, Ruud & Romo 5 of 5 Exhibit A Description of McGaugh Pool and Tennis Courts At McGaugh Elementary School SCHOOL: McGjjUgh ADDRESS: m n S h EXHIBIT 'A' 1698 Bolsa Avenue Seal Beach,CA 90740 PAROG bt d c A ilk ra � f � 9 ................. \ Y' + s z r r i Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos,CA 90720 {562}799-4700 Fax(562)799 4711 Exhibit B Master Joint Use Agreement EXHIBIT C Example McGaugh Pool and Tennis Court Schedule (Parties to meet and update annually) Fall Season -- September 1 —November 14 Los Alamitos Unified City of Seal Beach Sunday— Saturday 5:00am—9:30 m Winter Season -- November 15—February 11 Los Alamitos Unified City of Seal Beach Sunday—Saturday 5:00am—9:30pm Early Spring Season -- Feb 12- April 15 Los Alamitos Unified City of Seal Beach Sunday— Saturday 5:00am—9:30pm Spring Season—April 16—June 15 Los Alamitos Unified City of Seal Beach Sunday— Saturday 5:00am—9:30pm Summer Season—June 16—August 31 Los Alamitos Unified City of Seal Beach Sunday— Saturday 5:00am—9:30pm Additional Days/Nights of Use by the District: - 5th Grade Promotional Parties - Flag Team on the Tennis Courts for Practice INDIVIDUAL JOINT-USE AGREEMENT FOR SEAL BEACH TENNIS CENTER between �F SEA1 d 00 Fq�y o _Q 2 yCFCBFR 27,g,��\�QQ ��NTY,Ca City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Los Alamitos Unified School District 10293 Bloomfield Street Los Alamitos, CA 90720 (562) 799-4700 THIS INDIVIDUAL JOINT-USE AGREEMENT for the use of Seal Beach Tennis Center ("Tennis Center Agreement") is entered into this 26th day of January , 2009, by and between the LOS ALAMITOS UNIFIED SCHOOL DISTRICT, 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 ("District"), and the CITY OF SEAL BEACH, a California Municipal Corporation ("City") (collectively, the District and the City shall be referred to herein as the "Parties"and individually as a "Party"). 005591.00007/1108424v5 RECITALS A. WHEREAS, City is charged with the responsibility of providing public facilities for the purpose of leisure time and recreation activities and health enrichment for general public wellness and fitness; and B. WHEREAS, District is dedicated to a culture of high student achievement and integrity, where students thrive in a caring, respectful, and encouraging environment where they are physically and emotionally safe to focus on learning; and C. WHEREAS, tennis is a practical, accessible and lifelong sport critical to Los Alamitos High School's extracurricular goals; and D. WHEREAS, the courts at Los Alamitos High School are in disrepair and the Parties desire to work together to support a first-class competitive student athletic program; and E. WHEREAS, the Parties have mutual interest in the accomplishment of the following goals: 1. To provide wholesome, high-quality sports programming for youth; and 2. To provide a competitive high school tennis program to meet the recreation needs of the community; and 3. To ensure that children of all economic levels are provided with the opportunity to enjoy and have access to athletic programs and proper facilities; and 4. To ensure that operation of the community's tennis program is operated in the most responsible, cost-effective and efficient manner possible; and F. WHEREAS, the Parties wish to enter into an agreement to accommodate the District's use of the City's tennis courts ("Tennis Courts") on property owned by the City at its Seal Beach Tennis Center, located at 3900 Lampson Ave., Seal Beach, CA 90740, a description of which is set forth in Exhibit "A" of this Tennis Center Agreement and incorporated herein by this reference; and G. WHEREAS, the Parties have mutually agreed that this Tennis Center Agreement is subject to the Master Joint Use Agreement For Use of Shared Sites between the Parties dated October 14, 2008 (the"Master Joint Use Agreement"); 1108424v5 2 of 5 AGREEMENT NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: 1.0 CONTROLLING AGREEMENT. This Tennis Center Agreement is an Individual Joint Use Agreement as that term is defined in the Master Joint Use Agreement and is subject to all terms and conditions set forth therein. In the event that any provision in this Tennis Center Agreement conflicts with the Master Joint Use Agreement, the Master Joint Use Agreement shall prevail. 2.0 TERM OF AGREEMENT, The duration of this Tennis Center Agreement shall be for a period of 5 years from the date of execution and can be renewed by mutual agreement. Either Party may terminate this Tennis Center Agreement, without cause, upon providing written notice of termination to the other Party not less than 90 days prior to the effective date of termination. In no event shall the City terminate this Tennis Center Agreement within the respective team seasons referenced in Section 5.3 of this Tennis Center Agreement. 3.0 PURPOSE. The purpose of this Agreement is to provide for the Parties' cooperative use and scheduling of the Tennis Courts. 4.0 TENNIS COURT MAINTENANCE AND REPAIR. 4.1 City: The City shall be responsible for all routine and extraordinary maintenance of the Tennis Courts. 4.2 District. The District shall respect the other users of the Tennis Courts by requiring its employees and students to pick up after themselves and leave the premises in good condition. 4.3 Inspection. Each Party shall inspect the Tennis Courts for dangerous conditions prior to its use of the property. If such inspection reveals any dangerous conditions, that Party shall: (1) promptly notify the other Party of the existence of the condition; and (2) refrain from using any portions the Tennis Courts affected by the dangerous condition until it is corrected. The City shall post adequate warning signs on the property. zn 5.0 TENNIS COURT USE AND SCHEDULING. 5.1. This District shall be allowed to use the Tennis Courts for District purposes, subject to this Tennis Center Agreement. The Parties shall each act in good faith to accommodate use of the Tennis Courts by the other Party in accordance with the terms of this agreement. The Parties shall meet on an annual basis to establish an annual schedule for the District's Use of the Tennis Courts. 11084245 3 of 5 5.2. Tennis Court Closures. The City may in its sole discretion close the Tennis Courts to use by the public, the District, or anyone else. Whenever possible, the City shall provide the District with advance notice of any unscheduled closures. Closures will be kept to a minimum when Tennis Courts are in usable condition. Reasons for the closure of the Tennis Courts may include, but are not limited to, the following: 5.2.1 Scheduled or unscheduled maintenance, repair, or renovation of the Tennis Courts. 5.2.2 Any condition posing a threat to the public health, including but not limited to, heavy rains, dense fog, smog alerts, pesticide spraying, herbicide spraying, and natural disasters. 5.3 School Tennis Teams. City will allow the Los Alamitos High School Boys' and Girls' tennis teams and their coaches to use the Tennis Courts without charge during their respective seasons. Such use shall be for practice and/or tournaments, Monday through Friday, in accordance with the schedule established pursuant to 5.3.1. The Girls' team season is currently August through November. The Boys' team season is currently February through May. 5.3.1 The Los Alamitos High School Athletic Director shall provide proposed schedules to the City's Tennis Center manager. The Tennis Center manager shall, at his/her sole discretion, establish all schedules and the number of courts available for team use. 5.3.2 The Los Alamitos High School Athletic Director shall provide the City with a roster of students and coaches entitled to use the Tennis Courts pursuant to this Section, and shall promptly notify the City of any changes to the roster or coaching staff. 53.3 All students and coaches entitled to use the Tennis Courts pursuant to this Section must present a valid Los Alamitos High School identification card and sign in at the Tennis Center office prior to use. 5.3.4 Students shall dress and act appropriately. The City may within its sole discretion revoke any student's privileges if he or she fails to act appropriately at the Tennis Center. 5.3.5 Either the Boys or Girls team coach shall be present at, and supervise the students, at all times the teams are using the Tennis Center. 11084245 4 of 5 IN WITNESS WHEREOF, Los Alamitos Unified School District and the City of Seal Beach have entered into this Tennis Center Agreement as of the Effective Date, CITY OF SEAL BEACH, LOS ALAMITOS UNIFIED SCHOOL a California Charter City DISTRICT, a California public school district By: By: David Carmany Patricia L. Meyer Seal Beach City Manager Assistant Superi� n/ddent Busi ess Service APPROVED AS TO FORM: ATTESTED: A4 By: By: P Andregs e. Chialtas, Esq. Linda Devine Atkins4 Andelson, Loya, Ruud & Romo City Clerk APPROVED AS TO FORM Quinn Barrow City Attorney 1108424v5 5 of 5