HomeMy WebLinkAboutGUSD - Cooperative Agreement for CHS Aquatics CenterCOOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AQUATICS CENTER
This Cooperative Agreement (the "Agreement "), dated for reference purposes only as of
May 4, 2012, is made and entered into by and between the City of Gilroy, a municipal
corporation (the "City "), and the Gilroy Unified School District (the "District "), a school district
organized under the laws of the State of California (the "State "), and is effective on the date upon
which this Agreement has been signed by both City and District (the "Effective Date "). The City
and District are sometimes referred to individually as a "Party" and together as the "Parties."
RECITALS
WHEREAS, it is the mutual desire of each of the Parties to cooperate with each other in
connection with the construction, use, maintenance and operation of a new Aquatics Center (the
"Center "), as further defined in Section 1 below and generally consisting of Buildings H and H1,
a competitive swimming pool, an activity pool, pool decks, and associated drainage, utilities,
equipment, landscaping and other site improvements, to be located adjacent to the Christopher
High School (the "School ") on property owned by the District in the City of Gilroy, California
(the "Site ");
WHEREAS, certain portions of the Center described in this Agreement will be used by
the District to provide services to students and for other District purposes and certain portions of
the Center described herein will be used by the City for purposes of providing services to the
residents of the City and Southern Santa Clara County;
WHEREAS, the City and the District desire to make provisions for the use of designated
facilities within the Center by District students and staff and by residents of the community
served by City and the District;
WHEREAS, the City has approved the appropriation of capital funds and has agreed to
provide such funds in the amount of Four Million Three Hundred Forty Six Thousand Nine
Hundred Eighty Six Dollars ($4,346,986) to defray some of the land acquisition, construction
and development costs of the portions of the Site and the facilities within the Center to be used
by or under the control of the City; and
WHEREAS, in consideration for and subject to the City's contribution of funding for the
purposes herein described, the District agrees to the City's use and /or control of such facilities as
further described and provided for in this Agreement.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged by the Parties, the Parties mutually agree as follows:
1. The Facilities.
a. General. The Center is owned by the District, is known as the
"Christopher High School Aquatics Center" and consists of the following facilities, all as further
described and generally depicted in Exhibit A attached to this Agreement: (i) a competitive and
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WKS11031017.3
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educational swimming pool primarily intended for the use of the District's students, teachers,
staff and their guests and visitors, together with associated equipment, fixtures and operating
facilities (the "Competitive Pool Facility "); (ii) an activity pool designed, constructed and
installed for recreational use by City residents, together with certain office, lifeguard, storage
facilities, and shared -use restrooms within a structure known as Building H,
landscape/hardscape, the space adjacent to Building H1, as generally depicted in Exhibit A
attached hereto (which space has been identified by the Parties for future installation of a
cogeneration facility to be constructed by either or both Parties when funding becomes available
for such purpose) but which in the meantime may be improved by the City, including without
limitation paving over, at City's cost, and used by the City staff or City residents for hosting of
parties, celebrations and similar events during City use of the Center pursuant to this
Agreement), associated equipment, fixtures and operating facilities (the "Activity Pool Facility,"
and together with the Competitive Pool Facility, the "Swimming Pools "); and (iii) all supporting
structures, systems, improvements, fixtures and facilities required to operate and maintain the
Swimming Pools (including all equipment located within a structure known as Building H1) as
well as walls and fences to separate the Center from other District facilities at the Site and
between the Competitive Pool Facility area and the Activity Pool Facility area (the "Support
Facilities ").
b. Access Areas; Right of Entry. The City's right to use facilities within the
Center shall include the right to use the Access Areas (defined below) during City's scheduled or
additional use of facilities at the Center in accordance with this Agreement and at other
reasonably agreed upon times to allow the City to manage, inspect, clean and repair the Activity
Pool Facility or related Support Facilities (including without limitation, access for the inspection,
maintenance or inspection of, or delivery of supplies to, such facilities) or to perform its
obligations under this Agreement; provided that the City's notice of the dates and times in which
it anticipates conducting such activities shall be subject to rescheduling by District and
verification by City that any representatives that might come into contact with District students
have passed a background check and complied with any other applicable requirements. The
District hereby grants the City, for itself and its agents, employees, representatives, contractors,
guests, invitees and attendees, the right of entry to the Site and parking on, through, upon and
across the parking facilities and the areas within the Site specifically designated by the Parties
for ingress and egress to the Center, as identified and generally depicted on Exhibit A attached
hereto or as otherwise depicted on an amended exhibit attached to this Agreement from time to
time by the Parties (the "Access Areas ") for the purposes described in this Agreement and during
the times described in the prior sentence.
2. Use Rights; Term; Operating Costs.
a. Grant of Use Rights to City; Term. In consideration of the mutual
promises, covenants, agreements and obligations of the Parties hereto and the payments required
to be made by City under this Agreement, District hereby grants to City an irrevocable (except as
expressly provided otherwise in this Agreement) license to use the Activity Pool Facility, related
Support Facilities and Access Areas during the Term (as defined below) of this Agreement for
purposes that contribute to enhance the recreational opportunities afforded to the community of
the City of Gilroy and for other City purposes. It is agreed that except for the District's right to
use the Activity Pool Facility at times agreed to by the City, as described below, and other
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agreed upon uses, the City shall, subject to the scheduling requirements described in Section 4.a,
have exclusive use and control of the Activity Pool Facility during the Term.
(i) District Use of Activity Pool Facility. Subject to Section 4.a(i) as
it relates to Black -Out Dates (as defined therein) the District's right to reserve the use of the
Activity Pool Facility is subject to the prior written consent of the City, is limited to times and
dates not scheduled for City use pursuant to Section 4.a below, and is subject to mutual
agreement as to the payment of fees and costs by the District to City for such use. It is agreed,
however, that the District staff may use the lifeguard facilities in Building H when such use does
not interfere with City use and during any emergency. In addition, the District and the City will
have shared use of the restroom facilities in Building H; provided that such use complies with the
requirements of Section 4.a and any other applicable terms of this Agreement. Notwithstanding
any other provision of this Agreement, the Support Facilities and Building H -1 shall at all times
be accessible to and under the control of the District. Any District use of the Activity Pool
Facility shall be subject to compliance with the requirements of any applicable permits,
procedures, laws and regulations.
(ii) Term. Unless earlier terminated as provided in Section 6 or 7, the
term of this Agreement ( "Term ") shall commence on the Effective Date and shall continue to
and including December 31, 2061, on which date it shall terminate automatically unless the
parties have agreed in writing to extend the Term. It is agreed and understood that
representatives of the Parties shall meet on or prior to December 2059 to discuss any potential
extension of the Term or proposed amendment hereof. Nothing herein shall limit the ability of
the Parties to amend or terminate this Agreement by mutual agreement or act cooperatively in
furtherance of the goals herein expressed.
b. City Funding for Activity Pool Facility and Center. To defray costs
related to land acquisition and the development and construction of the Activity Pool Facility,
the shared Support Facilities and Access Areas, the City hereby agrees to provide capital funding
to the District in the amount of Four Million Three Hundred Forty Six Thousand Nine Hundred
Eighty Six Dollars ($4,346,986) (the "City's Capital Contribution ") not later than thirty (30)
days after the latter of. (A) the date the punchlist items are completed by District and inspected
by both the District and the City and are reasonably satisfactory to the City; (B) the Effective
Date of this Agreement; or (C) the date the final permit being obtained by, or under the control
of the, District for the City to be legally allowed to open and operate the Activity Pool Facility is
received by the City. In addition, during the Term of this Agreement, the City shall pay its
equitable share of the Operating Costs (as defined in Section 2.c., below) incurred by District
with respect to the Center and the Access Areas on a quarterly basis (July 1, October 1, January
1, April 1) as follows:
(i) The District will invoice the City for the City's equitable share of
the Operating Costs incurred by District prior to fiscal year 2012 -13 (a fiscal year being from
July 1 to June 30 of each year) in preparation of opening the Center, including a breakdown of
the costs incurred solely in connection with the Activity Pool Facility (the "Opening Costs ").
The City shall make payment for the Opening Costs within 60 days of receipt of the invoice;
provided that, if the City contests any items on such invoice, it shall pay the uncontested portion
and arrange to meet with District to discuss the contested items. Such meetings will continue
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until agreed -upon payment(s) have been made and the invoice is deemed discharged by both
Parties. The invoice shall specify the costs the City is responsible for, shall include detail
showing the apportionment of Operating Costs among the Competitive Pool Facility, the
Activity Pool Facility, the Support Facilities and the Access Areas and the manner in which the
City's share of Operating Costs has been calculated; and
(ii) The District shall provide the City with an estimate of City's share
of Operating Costs for the upcoming fiscal year by April 30 of each fiscal year during the Term
(the "Estimated Operating Costs "), commencing on or prior to April 30, 2012 with the estimate
for fiscal year 2012 -13. The Estimated Operating Costs shall include detail showing the
apportionment among the Competitive Pool Facility, the Activity Pool Facility, the Support
Facilities and the Access Areas, and the manner in which the City's share of Operating Costs has
been calculated; and
(iii) Although it is anticipated that the City's share of Operating Costs
will be significantly higher in the summer months, while the Activity Pool Facility is scheduled
by the City to be opened for use by the public (typically, Memorial Day through Labor Day), the
City shall pay its share of annual Estimated Operating Costs (other than the 2011 -12 Estimate,
which shall be paid as provided in sub - paragraph 2.b(i) above) in four (4) substantially equal
quarterly installments, commencing on July 1 of each fiscal year. To the extent invoices for
actual costs are available more than thirty (30) days before the next quarterly payment is due,
District shall recalculate Operating Costs coming due on the remaining quarterly payments and
provide City the revised estimate at least thirty (30) days prior to the next calendar quarter due
date. If the revised estimate results in a higher estimate and is not delivered at least thirty (30)
days before the next calendar quarter due date, the revised estimate shall not take effect until the
second succeeding quarter due date after such delivery; and
(iv) The actual Operating Costs for a fiscal year shall be calculated by
the District within a reasonable time after the end of such fiscal year. By no later than December
31 of each fiscal year, the District shall compute the difference between the Estimated Operating
Costs (or 2011 -12 Estimate, as applicable) and the actual Operating Costs for the preceding
fiscal year, and shall provide City either: (A) an invoice and available supporting documentation
reasonably acceptable to City for City's share of additional Operating Costs for the prior fiscal
year, which additional amount shall be paid by City to District not later than thirty (30) days after
such invoice and supporting documentation have been delivered to City, or (B) payment of any
overpayment by City during the prior fiscal year, together with available supporting
documentation reasonably acceptable to City of the actual Operating Costs incurred for the prior
fiscal year.
C. Operating Costs. For purposes of this Agreement, "Operating Costs" shall
mean and be limited to the following costs, fees and expenses actually incurred by the District in
connection with the operation and the routine upkeep, repair, and maintenance of the Center,
subject to this paragraph below: products and supplies (including, without limitation, any pool
net covers, tarps, or other items or products required to deal with birds or bird droppings and any
specialty chemicals or filters requested by City and not directly paid by City to the provider),
lighting, cleaning, security, utility fees and charges not separately metered and paid by the City
directly to the utility provider (including water, electricity or natural gas), expenses and fees of
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consultants, contractors or vendors for the routine upkeep, repair, and maintenance of the Center
(including salaries and benefits of District employees attributable to work on the Center), and the
premiums for the property insurance to be maintained by the District pursuant to Section 6.g(i)
below. In no event shall Operating Costs include any costs that could be treated as a capital cost
under generally accepted accounting principles, or any costs for products or services provided by
City for the Activity Pool Facility or related Support Facilities (it being agreed that as to any
services provided by City, District shall not provide duplicate service at City's cost). Unless
otherwise mutually agreed by the parties, the City's share of Operating Costs shall not include
any costs or expense attributable solely to the Competitive Pool Facility or any Support Facilities
servicing the Competitive Pool Facility that is separately metered or contracted for. In no event
shall Operating Costs under this Agreement include costs associated with District facilities not
designated for or available to City under this Agreement. Subject to this subsection c above,
City's share of Operating Costs shall be limited to those Operating Costs incurred with respect to
the Support Facilities servicing only the Activity Pool Facility, Operating Costs separately
metered that benefit only the Activity Pool Facility, an equitable share of the Operating Costs for
the Support Facilities servicing both the Activity Pool Facility and the Competitive Pool Facility
that are not separately metered or contracted for, and an equitable share of the Operating Costs
for the Access Areas. To the extent Operating Costs incurred with respect to the Center are not
separately metered or contracted for (including any utilities, additives, filters and other products,
equipment and services (including routine maintenance services)) such Operating Costs shall be
equitably apportioned between City and District based on relative use and rate of consumption of
the Activity Pool Facility to the use and rate of consumption of the Competitive Pool Facility as
reasonably determined by the Parties annually, at the time actual operating costs are calculated.
City and District shall each pay an equitable share of Operating Costs for the Access Areas
determined based on the Parties' relative usage of the Access Areas, as reasonably determined by
the Parties annually, at the time actual operating costs are calculated.
d. Furnishings. The City, at its cost, is responsible for providing all free-
standing furnishings, equipment, furniture and personal property required for the Activity Pool
Facility. The District shall repair or replace any such items damaged, broken or lost by District
or any of District's agents, employees, representatives, contractors, invitees, attendees or
authorized users during District use of the Activity Pool Facility (including without limitation the
lifeguard and shared -use restroom facilities in Building H).
e. No Additional Sublease. The City shall not assign its rights or obligations
under this Agreement to any other party without the District's prior written consent; provided
however that, subject to District's prior written consent (not to be unreasonably withheld) and
compliance by the contractor with District's requirements, the City may contract for the
operation, maintenance or management of the Activity Pool Facility.
f. Sig_nage. No signs of any type shall be installed by the City without the
prior written consent of the District, except upon or within the Activity Pool Facility. The
Parties will jointly decide the locations within any other portions of the Site where the City may
install identification and directional signs to the Activity Pool Facility and the Access Areas.
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3. Special Legal Requirements.
a. Public Education Laws. The Parties understand and agree that this
Agreement is subject to, and will be interpreted and implemented in accordance with, the laws
and regulations of the State governing public education facilities, including but not limited to the
Field Act and the Leroy Greene Act, further described below. In furtherance of this Section 3.a,
the City acknowledges that smoking, alcohol or drugs, or persons under the influence of alcohol
or drugs, are not permitted on or near the Center or other District property and that the use of the
facilities at the Center must not interfere with any educational purpose of the District; provided
that any reasonable and controlled use by the City pursuant to this Agreement shall be deemed an
acceptable use that does not interfere with the District's educational purposes.
b. Laws Applicable to Employees, Volunteers and Contractors. The City
understands and agrees that its contractors, employees and volunteers working at the Center must
comply with provisions of the Education Code requiring background checks and tuberculosis
testing, and that contractors must also be in compliance with applicable provisions of the Labor
Code, such as worker's compensation requirements, Public Contract Code, and conflict of
interest statutes.
C. Application of Field Act. The City understands and agrees that, as a
building located on a school site, usage of the building is subject to all Field Act (California
Education Code sections 17280 - 17317, and 81130 - 81149) regulations. Each Party agrees to
comply with requirements of the Field Act as it relates to such Party's construction activities
with respect to the Center. Without limiting the foregoing, District shall be solely responsible
for compliance with the Field Act as it relates to the initial construction of the Center, including
without limitation all seismic requirements.
d. Application of Leroy Greene Act. The City understands and agrees that
the construction, reconstruction, or alteration of, and operation of the Center, as a facility funded
in part by the State pursuant to the Leroy F. Greene School Facilities Act of 1998, must comply
with both that act and regulations applicable to that act.
e. Legal Requirements Applicable to the Activity Pool Facility. During the
Term, the City shall bear sole responsibility for: (i) obtaining any legally required permits and
inspections for the operation of the Activity Pool Facility (including, if applicable, any permits
required for amusement rides); and (ii) the payment of any fees or charges due to any regulatory
or governmental entity in connection with the Activity Pool Facility (except that, other than as
provided elsewhere in this Agreement, the District shall not charge additional permit fees or
charges for the City's use of the Activity Pool Facility or the Access Areas). The City agrees to
indemnify and hold harmless the District from any cost, liability or expense relating to the City's
compliance or failure to comply with any legal requirements applicable to the Activity Pool
Facility unless such non - compliance is caused by the District.
f. General Legal Compliance. Subject to the foregoing provisions of this
Section 3, each Party agrees at all times to maintain and conduct its operations in a lawful
manner, and in compliance with all governmental laws, rules, regulations to the extent applicable
to such Party.
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4. Scheduling and Staffing.
a. Activity Pool Facility Use. The City, at its cost, will be responsible for
providing personnel, which may be District employees if agreed to by both Parties, to administer
the lifeguard, admission, safety and general oversight of the Activity Pool Facility and the public
use thereof while used by the City. District, at its cost, will be responsible for providing
lifeguard, admission, security, safety and general oversight of the Activity Pool Facility during
any District use. District shall provide all janitorial services, and shall be responsible for any
other services, supplies and repairs relating to District's use of the Activity Pool Facility
(including without limitation the restroom facilities, lifeguard facilities or any other portions of
the Activity Pool Facility used by the District), and any damage or unusual wear and tear to any
portion of the Activity Pool Facility caused by or relating to the District's use of the Activity
Pool Facility. In addition, District shall conduct its use in accordance with all applicable legal
requirements and in a manner that does not jeopardize or otherwise negatively impact the permits
maintained by City for the Activity Pool Facility. City shall have the right to occupy and use the
Activity Pool Facility, and the related Support Facilities and Access Areas, in accordance with
the schedule agreed -upon by the Parties, as follows:
(i) Black -Out Dates. No later than January 15 of each fiscal year, the
District will provide to City no more than three (3) dates (the "Black -Out Dates ") overlapping
the City Use Period (defined below), which dates represent days on which certain scheduled
District activities (such as graduation or competitive events or other activities anticipated to take
place at School Site) would make overlapping use of the Activity Pool Facility by the
community impractical or problematic. The City shall not schedule any uses of the Activity Pool
Facility during the Black -Out Dates; provided that, if the District does not provide Black -Out
Dates by January 15, the City may prepare the City's Summer Schedule at its discretion pursuant
to Paragraph 4.a(iii), below and the District agrees to follow the process specified in Paragraph
4.a(ii), below, to schedule any other District use.
(ii) District Use Schedule and other Use. The District will provide the
City by January 15 a schedule ( "District Use Schedule ") of anticipated activities for which the
District requests use of the Activity Pool Facility during the next fiscal year. The City shall,
within fifteen (15) days after receipt of a District Use Schedule, inform the District which of the
uses requested in the District Use Schedule will be authorized and the conditions of such use.
The District's use is also subject to mutual agreement as to the payment of fees and costs by the
District to the City for such use. Additionally, upon no less than fifteen (15) days notice, the
District may request the use of the Activity Pool Facility at any time not already scheduled for
City use; provided that if the City fails to respond to the District's request within five (5) days,
such failure to respond shall not constitute authorization to use, and the parties shall confer to
agree upon the conditions of any such use approved by the City.
(iii) City Use Period and Additional Use. Not later than January 15 of
each fiscal year, City shall deliver to District a schedule of the dates and times the City
anticipates operating the Activity Pool Facility for public use between Memorial Day and Labor
Day (the "City Use Period "), which schedule will become the City's schedule of operations (the
"City's Summer Schedule ") for the next calendar year; provided that the City's Summer
Schedule for 2012 is attached hereto as Exhibit B and incorporated herein by reference. Upon
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not less than thirty (30) days written notice to District, the City shall have the right to revise the
City's Summer Schedule, including, subject to the District's prior consent, adding dates and
times for special event use outside the City Use Period; provided that such dates and times do not
interfere with any educational activity of the District and further provided that City's revisions
shall not revise the District's previously agreed upon use schedule or any Black -Out Dates.
In addition to the foregoing, the City has the right to authorize City staff and
independent contractors (but not the public or other persons) to use the Activity Pool Facility,
Access Areas and celebration area at any reasonable time for training, meetings or recreation (the
"City Additional Use "); provided that such use shall be subject to compliance with the
requirements of any applicable permits, procedures, laws and regulations. City shall take all
action required to ensure that City Additional Use shall not at any time interfere with District
operations or student activities, including but not limited to providing no less than thirty (30)
days prior notice to the District Superintendent and the school site principal and rescheduling any
proposed City Additional Use as needed to avoid conflict with any student activities at the
Center or the Access Areas. It is further agreed that, if the City wishes to use the Competitive
Pool Facility concurrently with any City Additional Use, the City will follow the process to
schedule City Additional Use of Competitive Pool, as defined and provided in the full paragraph
below Paragraph 4.b(iii).
b. Competitive Pool Facility Use by City. The City's right to reserve the use
of the Competitive Pool Facility is subject to the prior written consent of the District at all times,
and is subject to mutual agreement as to the payment of fees and costs by the City to the District
for such use. The City and the District agree to cooperate in re- evaluating current estimates of
Operating Costs at the Center after one full year of operations, and periodically thereafter. The
City has requested a right of first refusal for the use of the Competitive Pool Facility (on terms
and conditions no less favorable to the City than would be granted to the non - District user) for
any times or dates on which the District determines to make said facility available for non -
District sponsored activities, and the District has agreed to grant such right of first refusal, to be
exercised as follows:
(i) The District shall provide notice to the City, on or about December
15 of each year (the "Notice of Availability "), of the dates and times during the upcoming fiscal
year on which the District plans to make the Competitive Pool Facility available to non - District
related entities (the "Estimated Availability Schedule "). The District may distribute the Notice of
Availability, together with a copy of its schedule of fees to other potential users if it informs
them that the City has a right of first refusal for use of the facility;
(ii) The City shall provide written notice to the District by no later than
February 1 of whether it will exercise its right of first refusal (the "Notice to Reserve Use of
Competitive Pool "). The City's Notice to Reserve Use of Competitive Pool shall specify all the
dates and times listed in the Estimated Availability Schedule the City wishes to reserve. Only
dates and times specified on the Estimated Availability Schedule and included in the City's
notice will be reserved for the City's use of the Competitive Pool Facility for the upcoming fiscal
year (the "City Competitive Pool Reserved Use Schedule "); provided that the City Competitive
Pool Use Schedule shall be subject to change upon reasonable notice from District if unavoidable
District conflicts arise. The terms and conditions of use shall be as set forth in this Agreement,
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the District's Notice of Availability and any permit or agreement typically used by the District to
authorize third -party use of its facilities, or subject to any other applicable agreement between
the District and the City. In addition to all other terms and conditions, the City shall be
responsible for any damage or unusual wear and tear to any portion of the Competitive Pool
Facility caused by or relating to the City's use. City shall conduct its use in accordance with all
applicable legal requirements and in a manner that does not jeopardize or otherwise negatively
impact the permits maintained by District for the Competitive Pool Facility; and
(iii) If the City fails to respond by February 1st, or fails or chooses not
to reserve any dates or times listed on the Estimated Availability Schedule, the District may, at
its sole discretion, authorize any third -party to use the Competitive Pool Facility during those
dates and times; provided that the District will not permit the use of the Competitive Pool
Facility by a third party on terms more favorable than those specified in this Agreement or on its
Notice of Availability without first offering such improved terms to the City.
In addition to the foregoing, upon no less than fifteen (15) day notice, (i) the City
may request use of the Competitive Pool Facility on any additional date or time it believes said
facility might be available for use by a non - District related user, or (ii) the District may, at its
discretion, make the Competitive Pool Facility available to non - District related users for
additional dates. If the District does not respond to a City request for additional use within five
(5) days, such failure to respond shall not constitute authorization to use, and the parties shall
confer to agree upon the conditions of any such use approved by the District. If the District
makes the Competitive Pool Facility available for additional dates and /or times, and the City
does not exercise its right of first refusal with respect thereto within five (5) days of the District's
notice, the District may authorize any other users on terms no more favorable than those
originally offered to the City. Any additional City uses authorized by District under these
conditions are referred to herein as the "City Additional Use of Competitive Pool "). Fees and
other terms of use for any City Additional Use of Competitive Pool will be established in
accordance with this Section 4.b, above.
5. Performance of Services; Work on Facilities.
a. Janitorial. The City will provide all janitorial and related services and
supplies for City's use of the Activity Pool Facility. In addition, the City agrees to pay for any
such services and supplies that may be necessary or prudent as a result of (i) the City's use of the
Competitive Pool Facility with the prior agreement of the District, or (ii) any unusual or
extraordinary clean -up in connection with unusual wear and tear or any damage to any portion of
the Center caused by or relating to the City's use of the Activity Pool Facility.
b. Other Operations, Maintenance and Administration. Except as otherwise
agreed in writing by the Parties or as provided in Section 4.a above relating to District's use, the
City is responsible for providing personnel or contractors for all daily and routine management
and administration (lifeguards, admissions and supervision) of the Activity Pool Facility. In
connection with a Party's use, such Party shall maintain the Activity Pool Facility free of trash
and debris at a level equivalent to that which the District maintains for the Center in general, and
in the clean and sanitary condition as required by the health, sanitary and police regulations of
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any governmental unit having jurisdiction, at such Party's cost. At no time shall any amplified
sound shall be allowed while school is in session.
(i) Activity Pool Facility Repairs. Except for emergency repairs or
replacements, any repairs, maintenance and replacements to the mechanical, plumbing, heating
and electrical systems primarily dedicated to the Activity Pool Facility deemed necessary or
desirable by the City shall be made by a party approved by the District in writing prior to
commencement of the work (which approval shall not be unreasonably withheld, conditioned or
delayed), and the City shall bear sole responsibility for all costs related thereto, including but not
limited to design and construction costs, acquisition costs, permit and other fees, and any
increased Operation Costs attributable to such improvements; provided however that if any
work or material is covered by any warranties obtained in connection with work or materials
contracted for by District (including without limitation warranties relating to the original
construction of the Center and any alterations or repairs to the Center by District), District agrees
to cause such warranty obligations to be performed under those warranties. The City shall be
responsible for all costs and expenses incurred by District in excess of warranty coverage.
(ii) Emergency Repairs or Replacements. It is agreed that the District
will perform or cause to be performed any required emergency repairs or replacements to the
mechanical, plumbing, heating and electrical systems at the Center. To the extent any work is
covered by any warranties and the enforcement of such warranties does not delay the required
repairs or replacements, the District will cause the work to be performed under such warranties.
The District will inform the City as soon as reasonably possible of the performance of any such
emergency repairs or replacements. The Parties will allocate the costs of the work and any
warranty coverage to the City, to the District or equitably between the Parties based on the extent
the mechanical, plumbing, heating and electrical systems so repaired or replaced is used for the
Activity Pool Facility or the Competitive Pool Facility.
C. Alterations; Refurbishing; Major Maintenance. The District reserves the
right to modify or improve the Center and Access Areas at its discretion and, unless otherwise
agreed by City, at District's cost. Any modifications or improvements to the Activity Pool
Facility shall be subject to City's prior written consent, which may be withheld at the City's
discretion. Any modifications or improvements that would materially interfere with City's use of
the Activity Pool Facility or Access Areas shall also be subject to City's prior consent, which
shall not be unreasonably withheld. Any increase or decrease in Operating Costs arising from
any modifications or improvements by District (including, if applicable, the installation of a
cogeneration facility) shall be borne by or accrue to District, unless City agrees to share in the
costs of the work, in which case, the increase or decrease in costs shall be allocated as mutually
agreed by the Parties.
(i) The City shall not alter, modify, improve or construct any
additions to any portion of the Center, including the Activity Pool Facility, without District's
prior written consent (which consent may be granted or denied by District at its sole discretion;
provided that consent for work on the Activity Pool Facility or Support Facilities relating to the
Activity Pool Facility will not be unreasonably withheld). Any work on the Activity Pool
Facility or such related Support Facilities shall be at the sole cost and expense of the City and the
City shall ensure that the value of the facilities is not substantially less upon completion of work
-10- Cooperative Agreement for Aquatic
Center at Christopher High School Site
than the value thereof immediately prior to the work. The City shall not permit any mechanic's
or other lien to be established or remain against the Center or any portion thereof for labor or
materials furnished in connection with any such work. Similarly, District shall not permit any
mechanic's or other lien to be established or remain against the Center or any portion thereof for
labor or materials furnished in connection with any work by District.
(ii) From time to time during the Term (in approximately 10 -year
intervals, or at any other time agreed to by the Parties), the District and the City will schedule
and conduct an in -depth inspection of the Center to determine if refurbishing work is required.
The City agrees to reasonably cooperate with the District in connection with such inspections
and work. Costs relating to any such inspections and work shall be shared as agreed by the
Parties at such time.
The Parties also agree that, except for emergency work, as described in Section
5.b.ii, any major maintenance, repair or improvement ( "Major Maintenance ") shall be
coordinated and shall not be commenced without prior consultation with the other Party. "Major
Maintenance" includes any expenditure beyond the regular routine maintenance, for the repair or
replacement of damaged, failed or failing building components, equipment or other facilities, as
necessary to return the Center, Access Areas (including the parking lot within the Access Areas)
or any facility or equipment to its intended use, to prevent further damage, or to make it
compliant with changes in laws, regulations, codes or standards. The Parties agree to cooperate
with each other in good faith to identify any Major Maintenance required to comply with legal
requirements, including but not limited to health and safety regulations. In addition, the work
shall be deemed required if it is scheduled to be performed pursuant to an agreed upon
maintenance schedule. The City shall not allow the Activity Pool Facility to fall into a state of
disrepair that is not in compliance with applicable laws. The District shall not allow the
Competitive Pool Facility to fall into disrepair that is not in compliance with applicable laws.
However, either Party may choose to abandon rather than repair its respective facilities at the
Center to legal requirements; provided that any such abandonment shall be in compliance with
applicable laws and subject to demolition, clean -up and grading to a level reasonably satisfactory
to the other Party.
d. District Obligations. Except for such work expressly required to be
performed by City pursuant to this Section 5 above, and subject to City's obligation to reimburse
District for City's share of Operating Costs, District shall keep the Center in safe and good
working order and repair, free of trash and debris, and shall keep the Center clean and in the
sanitary condition as required by the health, sanitary and police regulations of any governmental
unit having jurisdiction.
6. Liabilities, Indemnities And Insurance.
a. Joint and Several Liability. The Parties recognize and agree that,
Government Code section 895.2 provides that whenever any public entities enter into an
agreement, they are jointly and severally liable for any liability which is imposed by any law
other than Chapter 21 of Division 3.6 of Title I of the Government Code (commencing with
section 895) upon any one of the entities or upon any entity created by the agreement for injury
-1 1- Cooperative Agreement for Aquatic
Center at Christopher High School Site
caused by a negligent or wrongful act or omission occurring in the performance of such
agreement.
b. Contribution Right. The Parties also recognize and agree that Government
Code section 895.2 is subject to Government Code section 895.4, which provides that as part of
any agreement, public entities may provide for contribution or indemnification by any or all of
the public entities that are parties to the agreement for any liability arising out of the performance
of the agreement.
C. Right of Pro -Rata Contribution Upon Determination of Liability. The
Parties also recognize and agree that, pursuant to Government Code section 895.6, unless the
public entities that are parties to an agreement otherwise provide in the agreement, if a public
entity is held liable upon any judgment for damages caused by a negligent or wrongful act or
omission occurring in the performance of the agreement and pays in excess of its pro rata share
in satisfaction of such judgment, such public entity is entitled to contribution from each of the
other public entities that are parties to the agreement. The Parties also recognize and agree that
Government Code section 895.6 further provides each of the following, unless the public entities
that are parties to an agreement otherwise provide in the agreement: (1) Pro -Rata Calculation -
The pro rata share of each public entity is determined by dividing the total amount of the
judgment by the number of public entities that are parties to the agreement; (2) The right of
contribution is limited to the amount paid in satisfaction of the judgment in excess of the pro rata
share of the public entity so paying; and (3) No public entity may be compelled to make
contribution beyond its own pro rata share of the entire judgment.
d. Indemnity. Pursuant to the right of the parties as set forth in the
Government Code sections stated above to provide in this Agreement for a method of
determining contribution and indemnification for any liability arising out of the performance of
this Agreement, each Party (an "Indemnifying Party ") agrees to defend, indemnify and hold
harmless the other Party (together with its officers, trustees or directors, employees and agents)
from and against any and all expense, costs, damages, settlement payments, or other liability
(including without limitation fees or attorneys or experts) (i) for personal injury or damage,
actual or alleged, to persons or property to the extent arising or resulting from negligent acts or
omissions or willful misconduct of the Indemnifying Party or its officers, employees, or agents,
or (ii) for personal injury or damage, actual or alleged, to persons or property arising from or
connected with any activity which is carried out at the Center, or any Access Areas or other
common area related to the Center, while being used by the Indemnifying Party, or their
respective officers, employees, or agents, pursuant to this Agreement. Notwithstanding the
foregoing, an Indemnifying Party shall not be liable for the negligent acts or omissions or willful
misconduct of the other Party.
e. Insurance to be Provided by City. During the Term of this Agreement,
City, at its sole cost and expense, shall maintain or cause to be maintained the following types
and amounts of insurance for the Activity Pool Facility. City's insurance for the Activity Pool
Facility shall be primary with respects to the City's obligations under this Agreement:
(i) Property Insurance. Special Form Cause of Loss insurance (at
least as broad as ISO Special Form Causes of Loss, CP 0030, or if no longer available then
-12- Cooperative Agreement for Aquatic
Center at Christopher High School Site
coverage equivalent to the foregoing) (formerly known as "all risk ") insurance, including fire
and extended coverage, boiler and machinery (if applicable), sprinkler leakage, vandalism,
windstorm and malicious mischief on all improvements constituting the Activity Pool. Such
insurance policy shall be maintained in an amount not less than one hundred percent (100 %) of
the "Full Replacement Cost" of the improvement that constitute the Activity Pool Facility, but
with deductibles not more than customarily maintained by City on other facilities owned by City.
As used in this Agreement the term "Full Replacement Cost" shall mean the actual replacement
cost of the improvements, including the cost of construction, architectural and engineering fees
that may be required. To ascertain the amount of coverage required, City shall cause the Full
Replacement Cost to be determined from time to time by appraisal by the insurer or, if no such
appraisal is available, by an appraiser mutually acceptable to District and City, not less often
than once every five (5) years.
(ii) Commercial General Liability insurance, in an amount not less
than Three Million Dollars ($3,000,000) per occurrence and not less than Ten Million Dollars
($10,000,000) aggregate limit. The required amount of liability coverage shall be subject to
increases as District may reasonably require from time to time, but not more frequently than once
every five (5) years. City agrees that provisions of this paragraph as to maintenance of insurance
shall not be construed as limiting in any way the extent to which City may be held responsible
for the payment of damages to persons or property resulting from City's activities at the Center.
(iii) Worker's compensation insurance as required under the laws of the
State of California.
f. City Insurance Proceeds; Use and Disposition. All proceeds of insurance
with respect to loss or damage to the Activity Pool Facility or the related Support Facilities
required to be insured by City shall, during the Term of this Agreement, be payable to the City,
subject to this subsection f below. Said proceeds shall constitute a trust fund to be used for the
restoration, repair and rebuilding of the Activity Pool Facility and such related Support Facilities,
or any substitute facilities agreed to by the Parties. It is agreed, however, that District retains
reasonable discretion to determine the manner in which any restoration or replacement of
damaged facilities is performed and the time and manner in which the Site is accessed for such
purposes. To the extent that insurance proceeds exceed the cost of restoration, repair or
rebuilding, then such proceeds shall belong to City. To the extent that insurance proceeds are
insufficient to perform required repairs for the Activity Pool Facility and such related Support
Facilities, the City may, at its discretion, take any of the following actions: (A) contribute the
additional amounts required to perform the needed repairs; (B) modify the facility so that it can
be restored to a different operational level satisfactory to the City; or (C) inform the District that
it wishes to abandon the facilities and terminate this Agreement as provided in Section 6.f(i),
below.
(i) Insufficient Insurance Proceeds received by City; Uninsured
Event; Termination and Abandonment. If the proceeds are insufficient to repair the damaged
facilities or no proceeds are received because of an uninsured event and the City determines not
to restore, repair or rebuild the damaged improvements, the insurance proceeds shall be applied
first to any payments due under this Agreement from City to District, second to perform the
demolition and clean -up required to abandon the damaged facilities in compliance with
-13- Cooperative Agreement for Aquatic
Center at Christopher High School Site
applicable laws and to a level reasonably satisfactory to the District. This Agreement shall
terminate upon completion of such clean -up. If City elects to abandon the Activity Pool Facility
and related Support Facilities, the District may require the City to transfer to the District all
insurance proceeds remaining after the work described in the prior sentences has been fully paid
for, to be allocated to repair the Center or other of the Site's damaged facilities to a degree
acceptable to the District to be used for any District purpose.
g. Insurance to be provided by District. During the Term of this Agreement,
District, at its sole cost and expense, shall maintain or cause to be maintained the following types
and amounts of insurance for the all portions of the Center and the Access Areas, other than the
Activity Pool Facility (the Facilities to be insured by District being the "District Insured
Facilities "). District's insurance for the District Insured Facilities shall be primary with respects
to the District's obligations under this Agreement:
(i) Property Insurance. Special Form Cause of Loss insurance (at
least as broad as ISO Special Form Causes of Loss, CP 0030, or if no longer available then
coverage equivalent to the foregoing) (formerly known as "all risk ") insurance, including fire
and extended coverage, boiler and machinery (if applicable), sprinkler leakage, vandalism,
windstorm and malicious mischief on all improvements constituting the District Insured
Facilities. Such insurance policy shall be maintained in an amount not less than one hundred
percent (100 %) of the "Full Replacement Cost" of the improvement that constitute the District
Insured Facilities, but with deductibles not more than customarily maintained by District on
other facilities owned by District. To ascertain the amount of coverage required, District shall
cause the Full Replacement Cost to be determined from time to time by appraisal by the insurer
or, if no such appraisal is available, by an appraiser mutually acceptable to District and City, not
less often than once every five (5) years.
(ii) Commercial General Liability insurance, in an amount not less
than Three Million Dollars ($3,000,000) per occurrence and not less than Ten Million Dollars
($10,000,000) aggregate limit. The required amount of liability coverage shall be subject to
increases as District may determine not more frequently than once every five (5) years, unless
otherwise required by California law. District agrees that provisions of this paragraph as to
maintenance of insurance shall not be construed as limiting in any way the extent to which
District may be held responsible for the payment of damages to persons or property resulting
from District's activities at the Center.
(iii) Worker's compensation insurance as required under the laws of the
State of California.
All proceeds of the District's insurance with respect to loss or damage to
the District Insured Facilities shall be payable to the District and shall constitute a trust fund for
the restoration, repair and rebuilding of such facilities, or any substitute facilities agreed to by the
Parties. Any excess proceeds shall be transferred to the District to be used for any District
purpose. To the extent that insurance proceeds are insufficient to perform required repairs, the
District may, at its discretion, take any of the following actions: (i) contribute the additional
amounts required to perform the needed repairs; (ii) modify the District Insured Facilities or any
substitute facilities agreed to by the Parties and restore them to a different operational level
-14- Cooperative Agreement for Aquatic
Center at Christopher High School Site
satisfactory to the Parties; or (iii) inform the City that it wishes to abandon its facilities at the
Center, as provided below.
If the District's proceeds are insufficient to repair the damage to the
District Insured Facilities (or no insurance proceeds are received because of an uninsured event)
and the District determines not to restore, repair or rebuild, substitute or modify them, then either
(i) the insurance proceeds shall be applied to perform demolition and clean -up required to
abandon the damaged facilities in compliance with applicable laws and to a level reasonably
satisfactory to the Parties; or (ii) if the City informs the District that it wishes to repair or rebuild
all or portions of the Center and Access Areas to allow for the continuing operation and use of
the Access Pool Facility and /or to assist the District in continuing operating the Competitive Pool
Facility, the District will make the insurance proceeds available to the City for such purposes.
h. General Insurance Provisions. All property insurance policies shall name
the procuring Party as the named insured. All commercial general liability insurance policies
shall name the procuring Party as the primary insured and the other Party and such other Party's
board, council, members, officers, employees, volunteers and agents as additional insureds.
Each Party shall timely pay all premiums for such insurance required to be obtained by such
Party. Each Party agrees to submit policies of all insurance required by this Agreement, or
certificates evidencing the existence thereof, to the other Party on or before the Effective Date of
this Agreement, and from time to time upon request of the other Party. All policies or certificates
of insurance shall also: (i) provide that such policies shall not be canceled or limited in any
manner without at least thirty (30) days prior written notice to the other Party; and (ii) provide
that such coverage is primary and not contributing with any insurance as may be obtained by the
other Party and shall contain a waiver of subrogation for the benefit of the other Party and the
other Party's board, council, members, officers, employees, volunteers and agents. If either Party
fails or refuses to procure or maintain insurance as required by this Agreement, the other Party
shall have the right, at the other Party's election and upon ten (10) days prior notice to the
defaulting Party, to procure and maintain such insurance and charge the defaulting Party for the
same. Each Party shall give prompt notice of the payment of such premiums to the other Party,
stating the amounts paid and the name of the insured(s).
7. Occupancy; Early Termination and Remedies.
a. Occupancyby City. The City may begin occupancy of the Activity Pool
Facility upon satisfaction of each of the following conditions:
(i) Receipt by the City and the District of all occupancy and other
permits relating to the Activity Pool Facility as required by law for its intended; and
(ii) Payment by the City to the District of City's Capital Contribution
(described in Section 2.b., above).
b. Early Termination. This Agreement may be terminated by the Parties
prior to the end of the Term only as described in Section 6(f)(i), above, in this Section 7.b and in
Sections 7.c and 7.d below; provided that, prior to terminating this Agreement any dispute shall
be resolved in accordance with the provisions of Section 9, and, after final resolution as provided
-15- Cooperative Agreement for Aquatic
Center at Christopher High School Site
therein, the Party found to have breached any provision of this Agreement will have an
opportunity to cure said default for an appropriate Cure Period, as defined below, and this
Agreement shall not terminate if the breach or default is cured within the Cure Period.
(i) Event of Default by City. The District may pursue any remedy
specified in Section 7.c., below, if the City fails to: (A) pay any amount due the District
hereunder when due; or (B) comply with any of its other covenants as set forth in this Agreement
(each, an "Event of Default by City "); provided, however, that before declaring an Event of
Default by City, the District shall give Notice of Potential Event of Default to the City and an
opportunity to cure during the Cure Period specified on the notice or otherwise agreed -upon.
Cure. For purposes of this Agreement, the "Cure Periods" shall be as follows: (1) in
connection with a payment default, the notice shall provide a cure period of not less than
twenty (20) business days; and (2) in connection with failure to comply with any other
covenant, the notice shall provide a cure period of not less than forty five (45) days,
provided that if the default is not reasonably capable of cure within the time specified by
a Party on the notice, the defaulting Party may request sufficient time to cure such default
and the other Party shall agree to extend the Cure Period so long as defaulting Party is
diligently prosecuting such cure to completion. Notwithstanding the foregoing, if a
Party's failure to perform its obligations under this Agreement materially impairs the
other Party's ability to use its facilities at the Center, then if the defaulting Party fails to
correct the condition affecting the other Party within seventy -two (72) hours,
notwithstanding any other provision of this Agreement, the non - defaulting Party shall
have the right to cure such default and recover from the defaulting Party, upon demand
for payment, all costs reasonably incurred in curing such default. For purposes of this
Agreement, a "Cure Period" includes any additional accommodation agreed to by the
Party giving the notice of termination or default. Other than in connection with a
material impairment, the Parties agree to designate representatives to meet to negotiate an
additional cure within five (5) business days of the date a notice of default or intent to
terminate is given.
(ii) Event of Default by District. The City may pursue any remedy
specified in Section 7.d., below if the District fails to: (A) pay any amount due to City hereunder
when due; or (B) comply with any of its other covenants as set forth in this Agreement (each, an
"Event of Default by District "); provided, however, that before declaring an Event of Default by
District, the City shall give Notice of Potential Event of Default to the District and an
opportunity to cure, as described in sub - paragraph 7.b(i), above.
(iii) Permanent Abandonment by the City. The City may vacate and
abandon the Center upon ninety (90) days prior written notice to the District; provided that the
City shall have performed, to the satisfaction of the District, any and all demolition, clean -up and
restoration of the Activity Pool Facility area requested by District. Upon completion of such
work by the City, this Agreement shall terminate effective as of the termination date set forth in
such notice of permanent abandonment.
C. District Remedies Following Event of Default by the City. Upon the
occurrence of an Event of Default by City and after expiration of the applicable Cure Period for
-16- Cooperative Agreement for Aquatic
Center at Christopher High School Site
such Event of Default by City, the District shall be entitled at its option to take one or any
combination of the following remedial steps:
(i) Subject to Section 7.b, above, the District may terminate this
Agreement and all rights of the City to use and access the Center by delivering written notice of
termination and notice to vacate the Activity Pool Facility to the City. Upon such termination,
City shall be responsible for the costs of any demolition, clean -up and restoration of the Activity
Pool Facility area necessary to restore that portion of the Site to a condition reasonably
acceptable to District; and /or
(ii) The District may take the actions contemplated in Section 9,
below.
d. City Remedies Following Event of Default by District. Upon the
occurrence of an Event of Default by District and after expiration of the applicable Cure Period
for such Event of Default by District, City shall be entitled at its option to take one or any
combination of the following remedial steps:
(i) Subject to Section 7.b, above, the City may terminate this
Agreement by delivering written notice of termination District and vacating the Activity Pool
Facility, provided that any personal property of the City, its employees, agents, contractors,
guests or invitees that remains at the Center twenty (20) days after the date of the abandonment
of the facilities shall become District property and the District may dispose of such property
without any liability to the City or any third party; and /or
(ii) The City may take the actions contemplated in Section 9, below.
8. Modification of Agreement.
This Agreement may only be modified or amended by written agreement of the Parties,
signed by both parties and, if the nature of the modification or amendment so requires, duly
approved by their respective governing boards.
9. Dispute Resolution.
The Parties shall attempt to resolve any disputes, first, through negotiation and if not
successful, thereafter, through non - binding mediation. Any dispute between the Parties that
cannot be resolved in this manner may be resolved through the judicial process. At the time of
requesting mediation, the Party making the request shall provide a list of not less than three
proposed mediators experienced in local government contracting and /or school district facilities.
Upon receipt of a request for mediation by the non - moving Party, the non - moving Party shall
propose dates (within thirty (30) days of the request) for the Parties to confer to make a mutually
acceptable selection of a mediator; provided that the Party responding to the request for
mediation may propose up to three (3) additional mediators for consideration if it believes in
good faith that none of the mediators proposed by the moving Party are both qualified and
neutral. If the Parties are not able to agree on a mediator within sixty (60) days (or other
reasonable period agreed by the Parties), each Party my select one (1) mediator and the two
-17- Cooperative Agreement for Aquatic
Center at Christopher High School Site
mediators so selected will select a third mediator. The Parties will bear their own costs of
mediation and will share the fees of the mediator(s) equally.
If the Parties are not able to resolve the matter through mediation and pursue other legal
action in connection with a dispute arising under this Agreement, the prevailing will be entitled
to recover from the other Party reasonable attorneys' fees and costs, including such fees and
costs incurred in connection with any post judgment proceeding to enforce an original judgment.
The prevailing Party will be determined in accordance with Civil Code Section 1717(b)(1) or any
successor statute. These provisions will survive and remain in full force and effect beyond the
termination or expiration of this Agreement.
10. Entire Agreement.
This Agreement and all exhibits attached hereto constitute the final, complete, and
exclusive statement of the terms of this Agreement by and between the City and District and
supersedes all prior and contemporaneous understandings or agreements of the City and District
with respect to the matters herein set forth. Neither the City nor the District has been induced to
enter into this Agreement by, and neither Party is relying on, any representation or warranty
outside those expressly set forth in this Agreement.
11. Exhibits.
The Exhibits attached to this Agreement are a part of this Agreement and are
incorporated into this Agreement by reference.
12. Partial Invalidity.
If a court of competent jurisdiction holds any provision of this Agreement to be void,
invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the
remaining provisions, or portions of them, shall not be affected.
13. Binding Effect.
This Agreement shall bind and benefit District and the City to this Agreement and their
legal representatives, successors in interest and permitted assigns.
14. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the State
of California. All references to statutes, regulations and other laws shall include all amendments,
replacements, and enactments on the subject which are in effect as of the date of this Agreement
and any later changes which do not materially and substantially alter the respective positions of
the City and District as of the Effective Date of this Agreement.
15. Notices.
Any notice to be given or other document to be given by either Party hereunder shall be
in writing and delivered to the other Party personally, by reputable overnight delivery service
-18- Cooperative Agreement for Aquatic
Center at Christopher High School Site
(such as Federal Express) or by depositing same in the United States certified mail, with postage
thereon fully prepaid and addressed to the Party for whom intended, as follows:
To City: City of Gilroy
Attn: City Administrator
7351 Rosanna Street
Gilroy, CA 95020
Contact: Thomas J. Haglund
Phone: (408) 846 -0202
Fax: (408) 846 -0500
Email Address: tom.haglund @ci.glroy.ca.us
To District: Gilroy Unified School District
Attn: Superintendent
7810 Arroyo Circle
Gilroy, CA 95020
Contact: Rebecca G. Wright,
Assistant Superintendent, Business Services
Phone: 408 - 848 -7126
Email address: rebecca.wright @gusd.kl2.ca.us
Either Party from time to time by written notice to the other may designate a different address
and contact information which shall be substituted for the one above specified. Notices shall be
effective (i) when actually received or refused by the party to whom sent, or (iii) when delivery
fails due to inaccurate contact information being provided to the notifying party by the intended
recipient.
16. Force Majeure /Specific Exceptions.
The time for performance of an obligation other than the payment of money under this
Agreement shall be extended for the period during which a Party is prevented from performing
by acts of God, government, or other force or event beyond the reasonable control of that Party.
17. No Waiver.
No waiver by either Party of any provision hereof shall be deemed a waiver of any other
provision hereof or of any subsequent breach by the other Party of the same or any other
provision.
18. Bailee Disclaimer.
Neither Party purports to be a bailee of the other. Neither shall not be responsible for any
damage to the personal property of the other Party left on the Center or the Access Areas when
not being used by the other Party, including but not limited to the property of such Party's
agents, guests, employees or invitees, unless such property is damaged by the negligence or
willful misconduct of the other Party.
-19- Cooperative Agreement for Aquatic
Center at Christopher High School Site
19. Captions.
The captions and headings of the Sections of this Agreement are for convenience of
reference only and shall not be deemed to define or limit the provisions thereof.
20. Execution in Counterparts.
This Agreement may be executed by each Party on a separate copy thereof with the same
force and effect as though both Parties executing separate copies had executed a single original
copy. The collection of such separately executed copies shall be treated as a single copy
executed by all such executing agencies. Each executing Party shall promptly transmit three (3)
executed original counterparts of this Agreement to the other Party.
[Signature page follows.]
-20- Cooperative Agreement for Aquatic
Center at Christopher High School Site
IN WITNESS WHEREOF, the City and District have caused this Agreement to be duly
executed by their authorized officers thereunto duly authorized as set forth herein below.
District:
GILROY UNIFIED SCHOOL DISTRICT
By: k4&6W1--a'
Dr. Deborah Flores
Superintendent of Schools
Date:�/��(�
Approved as to Form:
i
By: � � )-,-I=
(p(; Mary Hernandez
-21-
City:
CIVf OFIGILROY
By: `_ y v
Tl mas J. Haglund
City Administrator
Date: E; 2-
Attes`
an
Approved as to form
Linda A. Callon, City Attorney
Cooperative Agreement for Aquatic
Center at Christopher High School Site
EXHIBIT A
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AQUATICS CENTER
DEPICTION OF ACTIVITY POOL FACILITY
A-1
EXHIBIT B
SCHEDULE FOR CITY USE OF FACILITIES
FOR FISCAL YEAR 2011 -2012; 2012 -13
Summer 2012 Activity Pool Facility Schedule
Memorial Day through Labor Day
May 26 — June 17: Saturdays & Sundays only 11:30 — 5:30 pm
June 19 — August 5: Tuesdays through Sundays 11:00 am to 7:00 pm
Closed July 4th
August 11 — Sept 2: Saturdays & Sundays only 11:30 — 5:30 pm
IM
ALLIA \CE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS (ASCIP)
PROPERTY
MEMORANDUM OF COVERAGE
DECLARATIONS
COVERED PARTY: GIL.ROY UNIFIFD SCHOOL, DISTRICT
COVERAGE PERIOD: 12:01 A.M. JULY 1, 2011 TO
12:01 A.M. JULY 1, 2012
MOC: NU4M13ER: 152
DF.Dt. "CTIBLE: 5100.000
COVERAGE LIMIT: Replacement cost subject to policN limits, terms, and conditions
Authorized Si- nature
(Please refer to the actual Memorandum of Covera.-c and/or policies for terms. conditions, sub- limits, and limits.)
Iliance of Schools for Cooperative Insurance Programs
16550 S1oomke1J Avenue, Ctcmtr +, CA Witt, 4563; 4()4 it1?SI
ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS (ASCII")
GENERAL AND AUTOMOBILE LIABILITY
MEMORANDUM OF COVERAGE
DECLARATIONS
COVERED PARTY: GILROYUINIFIED SCHOOL DISTRICT
COVERAGE PERIOD: 12:01 A.M. JULY 1, 2011
12:01 A.M.,ItJLY 1, 2012
MOC NUMBER: 152
SIR / RETENTION: Sloop)()
TO
COVERAGE LIMIT: S5,000,000 Combined Single Limit Per Occurrence
/
iii
Authorized Signature
(Please refer to the actual Memorandum of Coverage and/or policies for terms, conditions, sub-limits, and limits.)
Iliance of Schools for Cooperative Insurance Programs
16550 Bloomfield Avenue, Cerritos, CA 90703 (562) 404-8029
ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS (ASCIP)
COVERED PARTY:
COVERAGE PERIOD:
MOC NUMBER:
DEDUCTIBLES:
COMPREHENSIVE:
COLLISION:
AUTOMOBILE PIIY'SICAL DAMAGE
MEMORANDUM OF COVERAGE
DECLARATIONS
GILROY UNIFIED SCHOOL DISTRICT
12:01 A.M..JULY 1, 2011
i
12:01 A.M..It.'LY 1, 2012
152
51,500 for each covered automobile
SI,500 for each covered automobile
Authorized a
TO
(Please refer to the actual Memorandum of Coverage and/or policies for terms, conditions, sub-limits, and limits.)
Iliance of Schools for Cooperative Insurance Programs
16550 Bloornfield Avenue, Cerritos, CA 90703 (562) 404-8029
ALLIANCE OF SCHOOLS FOR COOPERATIVE. INSURANCE PROGRAMS (ASCIP)
COMPREHENSIVE CRIME
MEMORANDUM OF COVERAGE
DECLARATIONS
COVERED PARTY: GILROY UNIFIED SCHOOL DISTRICT
COVERAGE PERIOD: 12:01 A.M.JULY 1, 2011 TO
12:01 A.M.JULY 1, 2012
MOC NUMBER: 152
COVERAGE AND (1) Employee Theft; Forgery or Alteration;
LIABILITY LIMITS: Computer Fraud; Funds Transfer Fraud;
Money Orders & Counterfeit Currency;
(2) Faithful Performance of Duties
(3) Theft of Money & Securities
(4) Robbery of Safe Burglary of other Property
DEDUCTIBLE: S500 any one loss of money and securities
/ iii
I
Authorized Signature
f-11
53,500,000
53,500,000
S 300,000
S 300,000
(Please refer to the actual Memorandum of Coverage anti/or policies for terms, conditions, sub-limits, and limits.)
Iliance of Schools for Cooperative Insurance Programs
16550 Blonnifield Avenue, Cerritos, CA 90703 (162) 404.8029