HomeMy WebLinkAboutGUSD - Cooperative Agreement for CHS Gym
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL GYMNASIUM
This Cooperative Agreement is made and entered into on this 16th day of July, 2007, by
and between the City of Gilroy ("CITY"), and the Gilroy Unified School District ("DISTRICT"),
(each individually referred to as "P ARTY" and collectively as "PARTIES").
RECITALS
WHEREAS, it is the mutual desire of each of the above-identified PARTIES to secure
the construction of a new Gymnasium, consisting of approximately 8,538 square feet, to be
located on property owned by DISTRICT in the City of Gilroy, California and to be located on
the CHRISTOPHER HIGH SCHOOL campus, which structure will be jointly used by the
PARTIES for the purpose of providing services to students and to the local population in the City
of Gilroy and Southern Santa Clara County; and
WHEREAS, the citizens of Gilroy and Southern Santa Clara County are desirous of
having local government and service agencies working collaboratively to improve the quality of
life in the community; and
WHEREAS, the CITY and DISTRICT have a mutual interest in constructing a facility in
Southern Santa Clara County that will promote a new level of service delivery and program
efficiency by bringing services into one location where citizens are most likely to participate; and
WHEREAS, the CITY and the DISTRICT are willing to collaborate on the construction
and operation of a permanent gymnasium and restrooms for all residents of the community,
including CHRISTOPHER HIGH SCHOOL students and staff, and children and adults served
by CITY and the DISTRICT. To complete this project, DISTRICT shall seek State of California
Type I Joint Use Project funding ("JOINT USE FUNDING") (Education Code ~ 17077.40,
17077.42 and 17077.45 (the "CODE") and Cal. Code Regs., tit. 2 ~ 1859.122). Under the CODE,
the State is expected to provide up to 50% of qualifying construction expenses for the local
agencies to construct a new Gymnasium that meets the funding criteria; and
WHEREAS, the CITY and the DISTRICT have collaborated to seek the design and
construction of a Gymnasium that would include restrooms and provide educational and
recreational services for Gilroy and Southern Santa Clara County residents (the "FACILITY");
and
WHEREAS, the CITY and the DISTRICT desire to submit a JOINT USE FUNDING
application, for the 2007-2008 funding cycles which must comply with the CODE and its
implementing regulations ("Regulations"). Section 1859.122 of the Regulations requires that
applicants seeking Type I Joint Use Project Funding must submit a copy of a joint use
cooperative agreement between the CITY and the DISTRICT ("Cooperative Agreement"); and
WHEREAS, in order to provide for the matching local contribution to the JOINT USE
FUNDING, CITY has appropriated capital funds and has a funding commitment from the
District for the District's matching contribution; and
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WHEREAS, the CITY acknowledges the significant contribution being made by the
DISTRICT to provide the approximately one-third acre of land on the new CHRISTOPHER
HIGH SCHOOL campus for the Gymnasium construction; and
WHEREAS, Government Code sections 6500 et seq. provide statutory authority for each
of the PARTIES to enter into a "joint powers agreement," such as this Cooperative Agreement;
and
WHEREAS, the CITY and DISTRICT have determined and hereby declare that it is both
in the public interest and the best interest of the CITY to join together for the joint development,
maintenance, and use of the FACILITY at a site located at the Southwest intersection of West
Day Road and Santa Teresa Boulevard on the campus of the CHRISTOPHER HIGH SCHOOL
in Gilroy, California, and further described as part of Santa Clara County APN No. 783-16-020
("SITE").
WHEREAS, the Title Report issued by , dated , for the
Site indicates that there are no superior liens in Site that would otherwise preclude DISTRICT's
joint development, operation and rental of the FACILITY to the CITY.
NOW, THEREFORE, the PARTIES mutually agree as follows:
1.
Joint Use Cooperative Agreement
The CITY and DISTRICT understand that this Agreement is intended, inter alia, to be,
and is, a "joint use cooperative agreement" by and between the CITY and DISTRICT as referred
to in Cal. Code Regs., tit. 2, ~1859.122. This Agreement is also intended to constitute a joint
powers agreement under the provisions of Government Code section 6500 et seq., for the
purpose of jointly constructing and operating the FACILITY as a Gymnasium and for the other
purposes identified above and in Exhibit "G."
2.
Name, Description, And Location Of FACILITY
The FACILITY shall be named the "CHRISTOPHER HIGH SCHOOL CITY OF
GILROY GYMNASIUM." For its description see Exhibit "A." The FACILITY is to be
constructed on ::!::0.33 acres of land (the "MASTER LEASE AREA") that is located in the City of
Gilroy, owned by the DISTRICT, as is more particularly described in Exhibit "B."
3.
MASTER LEASE AGREEMENT Between CITY And DISTRICT
a.
In consideration for the mutual promises, covenants, and obligations of the
respective PARTIES hereto, DISTRICT hereby leases to CITY and CITY hereby
leases from DISTRICT the MASTER LEASE AREA for the term identified in
paragraph 10 (b) of this Agreement, subject to the terms and conditions expressly
contained in this Agreement. CITY shall not be required to make payment of any
monetary rent as consideration for the rights granted pursuant to this Section 3.
CITY's consideration for its leasehold rights shall consist solely of the financial
contributions made by CITY to the funding of the FACILITY and any
contributions made by the CITY for the maintenance and operation of the
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FACILITY. CITY's leasehold interest is non-exclusive in that DISTRICT shall
have a right to co-occupy and to use the FACILITY, as otherwise set out in this
Agreement. Each PARTY shall have a right to enter upon the MASTER LEASE
AREA for the construction of the FACILITY and to utilize the FACILITY after
construction thereof, in compliance with this Agreement.
b. The MASTER LEASE AREA is depicted in Exhibit "C" ("MASTER LEASE
AREA DEPICTION"). The FACILITY will be adjacent to a parking area for
common use, as depicted on Exhibit "D" ("COMMON USE AREA"), and an
access area for ingress and egress as further depicted on Exhibit "E" ("ACCESS
AREA"). The COMMON USE AREA and the ACCESS AREA shall at all times
be owned by the DISTRICT and nothing herein is intended to divest DISTRICT
of its ownership interest, however, the CITY's leasehold interest set forth in this
Section 3 shall include the right to use the COMMON USE AREA and ACCESS
AREA, including the right of use of the parking lot and pedestrian walkways,
sidewalks, pathways, roadway, and other areas depicted in Exhibits "D" and "E,"
attached hereto, during periods of CITY use of the FACILITY.
c. Ownership Of Facility - The PARTIES agree that ownership of the FACILITY
during the term of this Agreement will be shared by the CITY with each P ARTY
having an undivided ownership interest equal to the following percentages:
. CITY: 50%
. DISTRICT: 50%
d.
Operations And Maintenance - PARTIES agree that operation and maintenance of
the FACILITY, including payment of utilities thereon, during the term of this
Agreement will be the responsibility of DISTRICT. Notwithstanding the
foregoing, the DISTRICT shall be entitled to compensation for any direct services
related to facility usage and cleanup arising out of CITY use for special events,
including but not limited to tournaments and fairs, as mutually agreed before the
event is scheduled.
e.
Ownership To Vest With District - The CITY agrees that upon termination of this
Agreement ownership of the FACILITY shall vest exclusively in DISTRICT.
f.
Furnishing Excluded - The term "FACILITY" does not include any furnishings,
equipment, furniture, or personal property owned or leased by a PARTY or any
other person or entity using the FACILITY.
g.
No Sublease - No sublease of the FACILITY by the PARTIES is permitted under
this Agreement.
h.
No Right Of Eviction! Remedies.- The DISTRICT's remedies for any default by
CITY under this Agreement shall not include termination of the leasehold rights
conferred herein, retaking of an exclusive interest in MASTER LEASE AREA, or
eviction of CITY therefrom. Subject to the limitations set forth in the preceding
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sentence, in the event of a breach by either PARTY under this agreement, the
non-defaulting party may seek all remedies at law or in equity available to such
non-defaulting party as a result of such breach.
1. Alterations. After completion of construction of the FACILITY, neither PARTY
shall, without prior written consent of the other, make any alterations,
improvements or additions to the FACILITY and any additions to or alterations of
the F ACILITY (with the exception of movable furniture) shall at once become a
part of the FACILITY subject to this Agreement. The PARTY constructing such
alterations, improvements or additions shall keep the MASTER LEASE AREA
and/or the FACILITY free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant.
J. Right To Terminate. If the FACILITY is so damaged by fire or from any other
cause as to render it untenantable, then either PARTY shall have the right to
terminate this Agreement as of the date on which such damage occurs, through
written notice to the other party, to be given within thirty (30) days after the
occurrence of such damage.
4. Special Legal Requirements
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a.
Acknowledgement And Incorporation Of Education Code - Each party
acknowledges the provisions of Education Code section 17077.42 and commits to
provide appropriate joint use services consistent with the intent of said statute.
Thus, the FACILITY will be used to the maximum extent for both school and
community purposes.
b.
Laws Related To Public Education Applicable To Agreements Related To Master
Lease - The PARTIES understand and agree that this Agreement and any other
agreement related to the MASTER LEASE AREA, the COMMON USE AREA
and ACCESS AREA is subject to, and will be interpreted and implemented in
accordance with, the purposes of, and the laws and regulations governing, public
education. The PARTIES also understand and agree that any use of, or activity
carried out on, the MASTER LEASE AREA, as well as the COMMON USE
AREA and ACCESS AREA, cannot be in conflict with or inconsistent with the
purposes of, and the laws and regulations governing public education. The CITY
agrees to cooperate with DISTRICT in furthering this Agreement, including the
execution of documents after the execution of this Agreement intended to further
this intent.
c.
Laws Applicable To Employees, Volunteers And Contractors - The CITY also
understands and agrees that: (1) Any of its employees or volunteers working in
the FACILITY must comply with Education Code sections 44830.1 et seq. or
45125.1 as appropriate; and (2) As to any person or entity contracting with a
P ARTY to provide "school site services" as that term is used in Education Code
sections 45125.1 and 45125.2, that PARTY will comply, and require that person
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or entity to comply, with the requirements identified by DISTRICT as being
appropriate pursuant to those two sections.
d. Application Of Field Act - The CITY also understands and agrees that, as a
building located on a school site, usage of the building is subject to all Field Act
regulations. All PARTIES agree to comply with requirements of the Field Act.
e. Application Of Leroy Greene Act - The CITY also understands and agrees that
this Agreement, as it relates to the construction and operation of any facility
funded in whole or in part by the State of California pursuant to the Leroy F.
Greene School Facilities Act of 1998, must comply with both that Act and
regulations applicable to that Act and will also be interpreted in a manner so as to
comply with that Act and those Regulations.
5. DISTRICT Is Administrative Agency
Pursuant to Government Code section 6506, DISTRICT is hereby designated as the
administrative agency ("AGENCY") and shall carry out those duties identified as AGENCY
duties in this Agreement as well as any other duties necessary to administer or execute this
Agreement, excepting those for which the CITY is designated by this Agreement to carry out.
6. Joint Use Of The FACILITY
The rules governing the Joint Use of the Facility are found at Exhibit "G" to this
Agreement.
7. Operation Of FACILITY
The rules governing the operation of the FACILITY are found at Exhibit "H" to this
Agreement.
8. Funding For The FACILITY
The rules governing the funding of the FACILITY are found at Exhibit "I" to this
Agreement.
9. Liabilities, Indemnities, And Insurance
a.
Joint And Several Liability - The PARTIES recognize and agree that, pursuant to
Government Code section 895.2, the common law of this State and the terms of
this Agreement, whenever any public entities or private 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 1 of the Government
Code (commencing with section 895) upon anyone of the entities or upon any
entity created by the agreement for injury caused by a negligent or wrongful act or
omission occurring in the performance of such agreement.
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b.
Contribution Right - The PARTIES also recognize and agree that Government
Code section 895.2 is subject to Government Code section 895.4, and the
common law of this State, which provides that as part of any agreement, public
entities and other private parties may provide for contribution or indemnification
by any or all of the parties that are parties to the agreement for any liability arising
out of the performance of the agreement.
c.
Right Of Pro-Rata Contribution - 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 CITY also recognizes and agrees 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 or private party 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 ofthe entire judgment.
d.
Indemnity For Negligence Or Willful Misconduct - In accordance with the
provisions of Government Code sections 895.4, 895.6, 6508.1, the common laws
of this State and the terms of this Agreement, each P ARTY agrees to indemnify
and hold the other PARTY and their officers, employees, and agents harmless
from any and all expense and liability for damage, actual or alleged, to persons or
property to the extent arising out of or resulting from negligent acts or omissions
or willful misconduct of the indemnifying PARTY or its officers, employees, or
agents in connection with this Agreement.
e.
Indemnity For Activities At FACILITY - Further in accordance with the
provisions of Government Code sections 895.4, 895.6, and 6508.1, and by the
terms of this Agreement, each P ARTY hereto agrees to indemnify the other
PARTY and its officers, employees, and agents harmless from any and all
expense and liability for damage, actual or alleged, to persons or property arising
by or from any cause whatsoever arising from or connected with any activity
which is carried out at the FACILITY, the MASTER LEASE AREA, the
"COMMON USE AREA" (as defined in Exhibit "D" attached hereto), and the
ACCESS AREA under the jurisdiction, authority, or control of the indemnifying
P ARTY, or their respective officers, employees, or agents, excepting only such
damage to the extent that such damage arises out of or results from negligent acts
or omissions or willful misconduct of the indemnified PARTY, or their respective
officers, employees, or agents. Further each PARTY agrees to defend the other
PARTY, with counsel reasonably suitable to the other PARTY, for any litigation
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arising out of such PARTY's activities occurring at the FACILITY, the MAS TER
LEASE AREA, the COMMON USE AREA, and the ACCESS AREA, so long as
petitioner is not a P ARTY to this Agreement.
f. Insurance - The PARTIES agree that the FACILITY, the MASTER LEASE
AREA, COMMON USE AREA and the ACCESS AREA shall be insured against
damage and destruction by fire, vandalism, and other perils covered by the
broadest extended coverage endorsement obtainable with insurance companies
acceptable to the PARTIES in the amount of 100% of the full replacement value
of the FACILITY, the MASTER LEASE AREA, COMMON USE AREA and the
ACCESS AREA in its entirety, including debris removal. Such insurance shall
insure the interests of each of the PARTIES in the FACILITY, the MASTER
LEASE AREA, COMMON USE AREA and the ACCESS AREA and shall name
each of the PARTIES as an insured. The initial amount of such insurance for the
FACILITY shall be not less than $1,500,000 and its cost shall be included in the
DISTRICT's initial annual budget. The DISTRICT shall, as part of its process of
adopting a proposed annual operational budget, determine whether this amount
should be modified and make appropriate provision for any such modification in
the proposed annual budget. The PARTIES agree that the proceeds from such
insurance shall be first used for reconstruction of the FACILITY, the MASTER
LEASE AREA, COMMON USE AREA and the ACCESS AREAS.
g. Liability Insurance - Each P ARTY agrees to purchase at its own expense and to
keep in force during the term of this Agreement, a policy or policies of
comprehensive liability insurance, including public liability and property damage
in the amount of One Million Dollars ($1,000,000) for property damage and Five
Hundred Thousand Dollars ($500,000) per person and One Million Dollars
($1,000,000) per occurrence for personal injuries or deaths of persons occurring
in or about the FACILITY, the MASTER LEASE AREA, COMMON USE
AREA and the ACCESS AREA. Each policy shall be endorsed to include the
other PARTY as an additional insured. The PARTIES agree that the proceeds
from such insurance shall be first used for reconstruction of the FACILITY, the
MASTER LEASE AREA, the COMMON USE AREA and the ACCESS AREA.
With the approval of the other PARTY, each PARTY may self-insure.
h. Workers' Compensation Insurance - Each party shall carry Workers'
Compensation Insurance for its own employees as required by law.
1. Proof Of Insurance - Any person or entity other than a P ARTY occupying or
using the FACILITY must provide proof of insurance meeting the requirements
established by the DISTRICT.
10. Term Of Agreement
a.
Effective Date - This Agreement shall become effective and operative upon
satisfaction of each of the following conditions:
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1. The DISTRICT's receipt of grant funds or commitments in an amount
equal to the necessary construction funds.
11. The District, in its capacity as Lead Agency under the California
Environmental Quality Act, shall have approved and recorded the
appropriate environmental document, and all appeal periods shall be
expired.
111. The PARTIES shall confirm the Effective Date upon satisfaction of
conditions outlined above.
b. Twenty (20) Year Term - This Agreement shall continue in effect for a period of
twenty (20) years with successive automatic one year renewals unless lawfully
terminated by any of the following events:
1. Failure of DISTRICT or CITY to obtain funding, or a commitment of
funding, from the State of California pursuant to JOINT USE FUNDING
or other State of California facilities funding by December 31, 2007; or
11. Failure of DISTRICT to secure and to accept appropriate bides) from a
duly qualified bidder(s) within the budgetary restrictions of the PARTIES
by December 31, 2007; or
111. Written Notice by either PARTY subject to the provisions of Sections 3
and 12 ofthis Agreement.
11. Review And Modification Of Agreement
This Agreement may only be modified or amended by written agreement of the
PARTIES.
12. Withdrawal Of Party
005537.00047!l17932v8
a.
Withdrawal Without Cause - Either PARTY may withdraw from this Agreement
effective on July 1st of any year or at the end of any term, provided six (6)
months' prior written notice shall have been given to the other PARTY. In the
event either PARTY withdraws from the Agreement, the withdrawing PARTY
shall not obtain reimbursement of its contribution. The withdrawing PARTY
shall no longer have the right to use the FACILITY. In the case of the withdrawal
by DISTRICT, the right to use the FACILITY shall be withdrawn only for the
term of the Lease; in such event, CITY shall have the right to continue utilizing
the FACILITY until completion of the term of the Lease.
b.
Withdrawal After Review Of Construction Documents - Notwithstanding the
preceding paragraph, each P ARTY shall, prior to the award of a contract for the
construction of the joint use facility, be provided with a copy of the bids
submitted by all contractors responding to the call for bids, along with the
contract documents and plans and specifications, if so requested. Any PARTY
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may, upon its review of said material, elect to terminate this Agreement prior to
the award of a contract for construction, which award shall not be made without
the affirmative concurrence of each PARTY, by and through its governing board,
of its election to continue participation in this Agreement for the construction of
the proj ect.
13. Disposition Of Property And Funds
In the event of the complete rescission or other final termination of this Agreement by all
PARTIES, any property or funds related to the FACILITY remaining after satisfaction of any
obligations provided for in the final annual budget shall be distributed to the PARTIES based on
their respective proportionate contributions to the accumulation of any such funds.
14. Dispute Resolution
The PARTIES shall attempt to resolve any disputes, and if not successful thereafter
through non-binding mediation. Any dispute between the CITY and DISTRICT under this
Agreement that cannot be resolved in this manner may be resolved through the judicial process;
provided however, the PARTIES shall attempt to resolve any such dispute through non-binding
mediation. At the time of requesting mediation and upon receipt of a request for mediation, the
PARTIES shall confer in order to make a mutual selection of a mediator.
15. Entire Agreement
This Agreement and all exhibits, addenda, schedules, and agreements referred to in this
Agreement constitute the final, complete, and exclusive statement of the terms of the Agreement
by and between the CITY and DISTRICT and supersedes all prior and contemporaneous
understandings or agreements of the CITY and DISTRICT. 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.
16. Exhibits
The Exhibits attached to this Agreement are a part of this Agreement and are
incorporated into this Agreement by reference.
17. Partial Invalidity
If a court or arbitrator of competent jurisdiction holds any Agreement clause to be invalid
or unenforceable in whole or in part for any reason, the validity and enforceability of the
remaining clauses, or portions of them, shall not be affected unless an essential purpose of this
Agreement would be defeated by loss of the invalid or unenforceable provision.
18. Binding Effect
This Agreement shall bind and benefit DISTRICT and the CITY to this Agreement and
their legal representatives and successors in interest.
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19. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State
of California. Every provision of law and clause required by law to be inserted in this
Agreement shall be deemed to be inserted, and this contract shall be read and enforced as though
it were included, and if through mistake or otherwise any provision is not inserted or is not
correctly inserted, upon application of either party the contract shall be amended to make the
insertion or correction. All references to statutes and regulations shall include all amendments,
replacements, and enactments on the subject which are in effect as of the date ofthis Agreement
and any later changes which do not materially and substantially alter the positions of the CITY
and DISTRICT.
20. Notices
Any notice to be given or other document to be delivered by any PARTY to any other
PARTY hereunder shall be in writing and delivered to that PARTY personally or by depositing
same in the United States mail, duly certified, with postage thereon fully prepaid and addressed
to the P ARTY for whom intended, as follows:
To CITY:
City of Gilroy
Attn: Director of Community Services
7351 Rosanna St.
Gilroy, CA 95020
Contact: Susan Andrade Wax
Director of Community Services
Phone: 408-846-0460
Fax: 408-846-0445
Email Address:susan.andrade-wax@ci.gilroy.ca.us
To DISTRICT:
Gilroy Unified School District
Attn: Assistant Superintendent Administrative Services
7810 Arroyo Circle
Gilroy, CA 95020
Contact: Steve Brinkman
Assistant Superintendent
Phone: 408-848-7126
Fax: 408 847-4717
Email address:steve.brinkman@gusd.k12.ca.us
Either P ARTY from time to time by written notice to the other may designate a different
address which shall be substituted for the one above specified. Notices shall be effective when
received. Any notice or other document sent by certified mail, as aforesaid, shall be deemed
received seventy-two (72) hours after the mailing thereof, as above provided.
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21. Force Mai eurelSpecific 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 P ARTY.
22. 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 P ARTY of the same or any other
prOVIsIOn.
23. Bailee Disclaimer.
Neither P ARTY 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 FACILITY, the MASTER
LEASE AREA, ACCESS AREA or the COMMON USE AREA, 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 P ARTY.
24. 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.
III
III
III
III
III
III
I I I
I I I
III
III
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25. Execution In Counterparts
This Agreement may be executed by each P ARTY 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 P ARTY shall promptly transmit three
(3) executed copies of this Agreement to the other P ARTY.
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:
CITY:
Approved as to Form
Approved as to Form
..~ ' // /~/;1
By: ~ ~C: C--~~
City Attorney
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EXHIBIT A
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
DESCRIPTION OF FACILITY
The CHRISTOPHER HIGH SCHOOL and CITY OF GILROY Gymnasium is designed
as an 8538 square foot facility, including an assemblylgymnasium area, a restroom complex, and
a storage room. The building is a single-story, 25 + foot tall structure, to be constructed as a
stucco facade, interior dry wall and wood trim, energy efficient, and Americans with Disabilities
Act compliant building. In addition to the building, the site amenities to support the FACILITY
include a paved parking area for cars (including handicapped spaces), with access from
Christopher Court. Substantial additional parking will be added after the project is initiated.
A general description of each area within the FACILITY is as follows:
1.
AssemblylGymnasium area (approximately 6440 + square feet);
2.
EntrylLobby (approximately 623 square feet);
3.
Restroom complex (approximately 805 square feet);
4.
Storage roomJelectrical/janitor/misc. (approximately 670 square feet); and
5.
Approximate Total Square Feet = 8,538.
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EXHIBIT B
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
MASTER LEASE AREA LEGAL
A MASTER AREA LEASE, for the Construction and operation of a portion of Building
C - Practice Gymnasium, described as follows:
All that real property situate in the City of Gilroy, County of Santa Clara, State of California, lying
entirely within the Solis Rancho, being a portion of the Lands of Gilroy Unified School District, as said
lands are described in that certain grant deed from Siemas to Gilroy Unified School District recorded on
, 2007 as Document No. , Santa Clara County records, and being more particularly
described as follows:
BEGINNING at the most southwesterly comer of said Lands of Gilroy Unified School District, as said
lands are described in said grant deed; thence along the westerly boundary of said lands the following
seven (7) courses:
1. North 000 14' 39" East, a distance of 23.61 feet to the beginning of a non-tangent curve to the
right from which point a radial line bears, North 36 022' 58" East;
2. thence along said curve having a radius of 39.00 feet, through a central angle of 88045' 14", an
arc length of 60.41 feet to the beginning of a reverse curve;
3. thence along said curve having a radius of 50.00 feet, through a central angle of 34053' 34", an
arc length of 30.45 feet;
4. thence North 000 14' 39" East, a distance of 60.40 feet to the beginning of a tangent curve to the
right;
5. thence along said curve having a radius of 300.00 feet, through a central angle of 340 14' 09", an
arc length of 179.26 feet;
6. thence North 340 28' 48" East, a distance of 668.79 feet to the beginning of a tangent curve to the
left;
7. thence along said curve having a radius of 257.50 feet, through a central angle of 3035' 55", an
arc length of 16.17 feet;
thence leaving said westerly line, South 69036' 33" East, a distance of 314.93 feet to the TRUE POINT
OF BEGINNING; thence South 200 23' 27" West, a distance of 202.30 feet; thence South 690 36' 33"
East, a distance of 231.42 feet; thence North 20023' 27" East, a distance of 106.41 feet; thence North 090
22' 55" East, a distance of 119.10 feet; thence North 78028' 12" West, a distance of 136.44 feet; thence
North 690 36' 33" West, a distance of 73.86 feet to the TRUE POINT OF BEGINNING of this
description and containing an area of 47,382 square feet (1.08774 acres), more or less.
The bearing, South 040 55' 54" West, of the centerline of Santa Teresa Boulevard, as shown on that
certain Record of Survey filed on January 9th, 1981 in Book 478 of Maps at pages 14 through 20,
inclusive, Santa Clara County records, was used as the basis of all bearings shown herein.
A plat of the above described property, labeled "Exhibit C", is attached hereto and made a part hereof.
005537.0004711 17932v8
14
EXHIBIT C
TO COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
MASTER LEASE AREA DEPICTION
005537.0004711 17932v8
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Gilroy Exhibit C
School
Depiction of Master Lease
005537.000471117932v8
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Exhibit Gym California
Depiction of
Practice Gym
Gilroy
Date: 2/2/07
Scale: '''=150'
Drawn By. RM
Design By. BEe
Check By. BEG
Job No. 1662
005537.00047/117932v8
17
EXHIBIT D
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
DEPICTION OF COMMON USE AREA
005537.000471l17932v8
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EXHIBIT E
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
DEPICTION OF ACCESS AREAS
005537.000471117932v8
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EXHIBIT F
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
CONSTRUCTION OF THE FACILITY
1.
Proi ect Cost
The PARTIES currently estimate the construction cost of the FACILITY will be $6.0
Million, with an overall budget of$7.5 Million. The PARTIES recognize that the amounts listed
in this paragraph are only estimates and that the actual construction cost and budget may vary at
the time of bidding or during construction. The DISTRICT shall provide CITY copies of Project
Payment Applications.
2.
Proiect Duration
The PROJECT is expected to be 630 days in duration. It is estimated that the PROJECT
will commence on October 1, 2007 and end on June 30, 2009. The PARTIES understand that
the PROJECT design and construction schedule may be impacted by unforeseen events, and
agree that until construction is 90% complete, the PARTIES should not plan for occupancy or
use of the FACILITY by a date certain. The DISTRICT will provide CITY with written notice
when the construction is 90% complete, and of the proj ected date of substantial completion.
3.
Cost Overruns
The PARTIES shall make every effort to keep the PROJECT within the Budget quoted
above. In the event there are cost overruns in excess of the contingency set aside for this
possibility, the PARTIES shall consult with each other to address the deficit. The PARTIES
shall consider change orders or construction alternatives designed to diminish the deficit, so long
as those modifications do not have a substantial impact on the quality or the minimum square
footage necessary to fulfill programmatic requirements. In the event such modifications fail to
erase the deficit after the CITY'S maximum contribution to the PROJECT as outlined in Exhibit
I, section 1.b.ii, the DISTRICT shall be responsible for funding any deficit. In no event shall the
CITY's share of cost overruns when combined with prior contributions exceed their maximum
budgetary commitment expressed in Exhibit I section 1.b.ii.
4.
DISTRICT Responsibilities
a.
Consultation - Subject to the terms and conditions of this Agreement, DISTRICT,
with input from and in collaboration with CITY, shall be responsible for all
aspects of design, construction, and development of the FACILITY and conduct
in connection with the PROJECT, including but not limited to the supervision of
the work of construction, the qualifications, selection, financial condition and
performance of all architects, engineers, contractors, subcontractors of any tier,
material suppliers and consultants, and the accuracy of all applications for
payment and the proper application of all disbur~ements.
005537.00047/117932v8
22
5.
b.
Conform To Statute - DISTRICT shall comply with all statutes and laws
applicable to the performance of its obligations hereunder, including all public
laws applicable thereto and all laws regarding the design, approval, and
construction of public projects by counties and school districts in the State.
DISTRICT shall make certain that each contract relating to the PROJECT is
awarded in accordance with applicable law.
c,
Design Consultation - During the design phase, DISTRICT will consult with the
CITY regarding the plans and specifications being developed for the PROJECT
by the architects employed by DISTRICT (the "PLANS") and the cost of
constructing the PROJECT in accordance with the PLANS (the "PROJECT
COSTS"). To ensure flexibility in the face of uncertain actual costs, the PLANS
will include appropriate additive and/or deductive alternates and the PROJECT
COSTS will provide for contingencies in an amount at least 10 % of the total
PROJECT BUDGET. DISTRICT will submit for approval by CITY the final
proposed PLANS and PROJECT COSTS and carry out the PROJECT in
accordance with the PLANS and PROJECT COSTS approved by the CITY. Said
approval shall not be unreasonably denied.
d,
Changes In Plans - The DISTRICT may approve changes to the PLANS so long
as any change does not, and all such changes when combined together do not: (i)
substantially alter the character of the PROJECT; (ii) delay the completion of the
PROJECT substantially beyond its scheduled completion date; or (iii) increase the
total PROJECT COSTS, unless it obtains the approval of the CITY in advance.
CITY Responsibilities:
CITY shall be responsible for assisting DISTRICT in the timely development and review
of the design and PLANS for the FACILITY to ensure that it will meet its needs.
CITY shall also be responsible for providing timely legal review and comment on its own
behalf on documents and procedures utilized for construction to assist DISTRICT in complying
with CITY's bidding and contracting requirements.
CITY shall also be responsible in assisting DISTRICT in obtaining any approvals or
authorizations required by any of the preceding legal provisions.
005537.00047/117932v8
23
EXHIBIT G
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
JOINT USE OF THE FACILITY
1. Shared Use
The FACILITY shall be used for the purposes as identified in the Agreement and for
such other purposes as provided for in this Exhibit. It is the intent of the PARTIES that the
FACILITY will be used to the maximum extent possible by the PARTIES, the schools and the
community, in compliance with Education Code section 17077.42(d).
2, Hours Of Use
The hours of use are itemized in detail in Exhibit "J."
3. Types Of Use
a, DISTRICT will use the FACILITY for sports practices, assemblies, meetings with
parents, staff and the community, stage presentations, sporting events, displays of
class work in conjunction with open house functions, educational presentations
and programs, training, and meetings and other activities associated with a school
district.
b. CITY will use the FACILITY to facilitate a variety of sporting events,
recreational programs for the local community and southern Santa Clara County,
parenti community programs, and other special informational programs.
4. Safety
c.
DISTRICT and CITY will work to ensure the safety of the pupils pursuant to
Education Code section 17077 .42(b). The proposed FACILITY will be located
on the campus of Christopher High School on the Southwest corner of West Day
Road and Santa Teresa Boulevard, which is a highly visible and safe location.
The entire property will be fenced, will have surveillance cameras, campus safety
employees during school hours, will be well-lit and receive regular patrol service
from the City of Gilroy Police Department. Exterior building lighting will help to
provide increased visibility and security at night.
005537.0004711 17932v8
24
d. There shall be one main entrance to serve the multiple uses in the building, which
will allow for controlled access for anyone corning into the facility. Adequate fire
safety exits shall be provided throughout the building to handle any emergency
situation. Men's and women's restroom facilities will be separate.
e. The new FACILITY will be protected with an automatic fire sprinkler system in
conformance with Chapter 9 of the California Building Standards Code (Part 2,
Title 24, C.C.R.). In order to provide adequate water pressure and quantities for
fire suppression purposes, the project sponsors will connect to existing City water
lines.
5. DISTRICT And CITY Roles In Construction And Operation
f. DISTRICT has a direct role in the successful completion and operation of the
FACILITY. DISTRICT is contributing the use of DISTRICT land and will also
be supervising the construction process, The FACILITY will also be adjacent to
two DISTRICT educational facilities and will share a parking area (See Exhibit
"E.")
g, DISTRICT will be responsible for the care, maintenance, utilities, and scheduling
for the FACILITY. Services will include: custodial, set-up for activities in
coordination with community users, and maintaining a master schedule.
h. CITY has agreed to bring educational and health awareness, competitive
organized sports activities and other educational and recreational programs.
6. Community Use
DISTRICT and CITY staff will coordinate community use of the FACILITY. Any civic,
non-profit, government, or other community based organization will be able to use the
FACILITY free, or at a reduced charge for meetings or trainings, as found in the Civic Center
Act with the permission of the DISTRICT, which will not be unreasonably be withheld.
7. Changes In Scheduling
1. Either of the PARTIES may utilize the area(s) reserved for a particular use for any
other program which it is authorized by law to carry out and consistent subject to
the following:
1.
At least two (2) months prior to the intended change of use that P ARTY
shall notify the other PARTY in writing.
11.
Within fifteen (15) days of receipt of that notification, the other P ARTY
shall review the proposed change of use and make one of the following
recommendations in writing to the other P ARTY:
005537.00047!l17932v8
25
005537.0004711 17932v8
. Consent to the proposed change unconditionally;
. Consent to the proposed change with conditions; or
. Not consent to the proposed change.
J.
Either PARTY may request use of the FACILITY at a time not then currently
scheduled for use by the requesting PARTY. Within thirty (30) days of receipt of
the P ARTY's request for change in use, the other P ARTY shall review the
proposed change and either approve or not approve that recommendation and
notify the other PARTY of its decision. Both PARTIES will be guided in their
review by the assumption that each has equal status and opportunity for use of the
FACILITY for hours not already scheduled.
26
EXHIBIT H
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
OPERATION OF THE FACILITY
The DISTRICT shall develop and implement DISTRICT policies and procedures to
facilitate the orderly and efficient operation of the FACILITY.
DISTRICT will perform the custodial functions and maintenance of the FACILITY in
compliance with all California regulations which govern the staffing of public facilities.
The hours DISTRICT and CITY use are itemized in detail in Exhibit "J."
Any usage other than usage described in Exhibit" J" is dependent upon approval by the
DISTRICT.
005537.00047/117932v8
27
EXHIBIT I
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
FUNDING FOR THE FACILITY
6,
Construction Funding
a.
Construction funding for the FACILITY will be based on the following:
A commitment from DISTRICT for twenty-five percent (25%) of the cost of the
eligible amount of square footage of the FACILITY as part of its commitment
approved in the DISTRICT's Facilities Master Plan.
1. A commitment from CITY for twenty-five percent (25%) of the cost ofthe
eligible square footage of the FACILITY, which amount shall, however,
in no event exceed $2.2 million.
11. A grant from the State of California under the provisions of Education
Code section 17077.40, 17077.42, and 17077.45 (Type I facility) for up to
50% of the cost of the eligible square footage of the FACILITY.
b. Supplemental Construction funding may be available from the following sources.
1. Any remaining DISTRICT funds not to exceed the total of the State
funding allocation less maximum investment of the CITY in section 1.b.ii.
below,
11. Any remaining CITY funds not to exceed a total of $2.2 million when
combined with CITY'S matching funds as expressed in section l.a.ii
above. The CITY and DISTRICT understand and agree that there is no
requirement by the CITY to provide funds for the construction of the
FACILITY in excess of $2.2 million.
7.
Funding for Operations and Maintenance Funding for Operations and
Maintenance will be provided by the DISTRICT.
005537.0004711 17932v8
28
EXHIBIT J
TO
COOPERATIVE AGREEMENT FOR THE
CHRISTOPHER HIGH SCHOOL AND CITY OF GILROY GYMNASIUM
SCHEDULE FOR USE AND OPERATION*
2nd Monday after the end of school until one week prior to the start of school
(Second Monday allows for maintenance of gym on an annual basis.
8:00 am to 10:00 pm
Monday
City
Tuesday
City
Wednesday
City
Thursday
City
Friday
City
Saturday
City
Sunday
City
One week prior to the beginning of school until November 1st
With the exception of one mutually agreed upon Saturday in either September or October for CHS to
host a girls' volleyball tournament.
Monday Tuesday Wednesday Thursday Friday Saturday Sunday
8:00 am to 6:00 pm CHS CHS CHS CHS CHS
6:30 pm to 10:00 pm City City City City City
8:00 am to 10:00 pm City City
November 1 st to last day of February
With the exception of three mutually agreed upon Saturdays in either December or January for CHS to
host a boys and girls' basketball tournament and a wrestling tournament.
8:00 am to 10:00 pm
8:00 am to 10:00 pm
Monday
CHS
Tuesday
CHS
Wednesday
CHS
Thursday
CHS
Friday
CHS
Saturday
Sunday
City
City
March 1 until one week before Graduation
Week prior to Graduation would be used for set up of Sober Grad party (No impact until first
graduating class in 2013)
Monday Tuesday Wednesday Thursday Friday Saturday Sunday
8:00 am to 6:00 pm CHS CHS CHS CHS CHS
6:30 pm to 10:00 pm City City City City City
8:00 am to 10:00 pm City City
Spring Break
8:00 am to 10:00 pm City City City City City
With the exception of one mutually agreed upon Saturday in either March or April for CHS to
host a boys' volleyball tournament.
City
City
*Christopher High School use is designated as "CHS."
005537.00047/117932v8
29