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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“MOU” or “Agreement”) is entered into and effective as of August 21, 2026 by and between the CI TY OF LANCASTER, a municipal corporation and charter city (“Lancaster”), and ANTELOPE VALLEY UNION HIGH SC HOOL DISTRICT a California Public School District “AVUHSD” (collectively, the “Parties”).
RECITALS
A. The purpose of this MOU is to establish a c ooperative and mutually beneficial working relationship between the parties wi th the goal of designing, building and operating the Marvin. E. Crist Aquatics Facility (“Facility”).
B. The parties desire to provide f unds to design, construct, maintain and operate the Facility. Both City and AVUHSD desire to memorialize the respective parties’ intended rights and obligations with respect to financing, construction and operation of the Facility.
C. The Parties intend to operate the Facility pu rsuant to Joint Use Agreement (“Joint Use Agreement”) to be mutually entered into and negotiated at a late date.
D. The Parties agree that shared and equitable access to the Facility will be defined in the Joint Use Agreement and that each Party will have unrestricted access to the Facility during the times and dates agreed upon in the Joint Use Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Additional Documents. The Parties may execute any and all other documents, including but not limited to contractor agreements, as are necessary to effectuate the performance of the Parties’ responsibilities as set forth in this MOU.
2. Capital Contributions. The parties agree to a 50/50 cost -sharing arrangement to contribute capital for the design and construction of the Facility not to exceed $100,000,000.00 (“Project Budget”). Any costs exceeding the Project Budget shall be split 50/ 50 between the Parties; provided, however, that AVUHSD’s 50% share of any cost overrun shall be expressly contingent upon prior formal written approval by the AVUHSD Board of Trustees. If the AVUHSD Boar d does not approve the additional funding, the City shall be solely responsible for any costs in excess of the Project Budget.
3. Disbursement Schedule.
a. The parties agree to the disbursement schedule as follows:
i. AVUHSD capital contribution of $50,000,000.00 will be applied and expended to the project first (“Total AVUHSD Contribution”). ii. City will invoice AVUHSD as needed for actual Design-Build costs up to Total AVUHSD Contribution.
iii. The City shall collaborate with AVUH SD on the design of the Facility, including without limitation:
a. Providing advanced notice to AVUHSD of all meetings between City and the design professional, wh ich AVUHSD may attend in its discretion.
b. AVUHSD shall be provided with all preliminary Facility design plans for review and input by AVUHSD.
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
c. AVUHSD shall have the right to re view and approve the final design plans for the Facility, which ap proval shall not be unreasonably conditioned, delayed or denied.
iv. AVUHSD will remit payment within 30 days.
v. In the event the Project is abandoned, permanently halted, or fails to reach Substantial Completion within forty-tw o (42) months from the execution of the Design-Build contract (subject to ex tension solely for documented Force Majeure events or mutual written agreement of the Parties):
a. The City shall, within sixty (60) calendar days, refund to AVUHSD all unexpended and uncommitted AVUHSD funds then remaining. b. For any AVUHSD funds expended or legally committed toward the Facility prior to termination, the City shall use all diligent, good-faith efforts to recover such funds from contractors, insurance, or surety bonds, and shall promptly remit to AVUHSD its proportionate share of any recovered funds.
c. If the Project is permanently halted after AVUHSD funds have been expended and are not fully recovered under subsection (b), the Parties shall negotiate in good faith for a period not to exceed sixty (60) calendar days to provide AVUHSD a proportional real property interest, long-term leasehold, or secu red credit toward future facility use equivalent to AVUHSD’s unrecovered financial contribution.
4. Responsibilities of Lancaster.
a. Will award Design-Build Services through a competitively bid process. b. Will project manage the Design-Build of the Facility c. Will host project meetings to provide updates and communica te all design changes to the AVUHSD for discussion.
d. Will process, administer, and remit payments to the Design-Build contractor on behalf of AVUHSD for authorized project-related expenses pursuant to the terms of this MOU. e. Will invoice AVUHSD for the design build co sts as invoices are received from the contractor. Not to exceed the Total AVUHSD Contribution. f. Will provide AVUHSD with qua rterly expenditure reports to memorialize the City’s capital contribution.
g. The City shall require the Design-Build c ontractor to post Perfo rmance and Payment Bonds in an amount equal to 100% of the total contract value, naming both the City and AVUHSD as dual obligees, in a form mutually approved by the City and AVUHSD. In the event of a default by the Design-Build contractor, the City shall actively, diligently, and in commercial good faith enforce the Performance and Payment Bonds, as well as pursue all available legal remedies against the defaulting contractor and surety. The City shall exercise such enforcement with the express objective of completing the Facility without requiring capital contributi ons from AVUHSD beyond the Total AVUHSD Contribution. While the City shall not be deemed a guarantor or insurer of completion, the City shall not enter into any settlement or release with the co ntractor or surety regarding AVUHSD-funded work without AVUHSD's prior written consent. If the City fails to initiate or commercially pursue enforcement of the Performance and Payment Bonds in good faith within th irty (30) days of a contr actor default, AVUHSD, as a named dual obligee, shall have the independent right to directly pursue and enforce all - 3 -
COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
rights and remedies under the Performance a nd Payment Bonds agai nst the contractor and surety.
5. Responsibilities of AVUHSD.
a. Will reimburse the Design-Build of the Facility not to exceed the Total AVUHSD Contribution.
b. Will participate in project meetings to ensure educational and athletic requirements are met.
c. Will timely review and provide feedback on design documents, project milestones, and proposed changes affecting educational or athletic programming. d. Will continue to work with the City in the development of a long-term Joint Use and Maintenance agreement.
6. Assurances. The parties each provide th e following assurances, representations, and warranties to the other party:
a. Each party possesses the legal authority to finance, acquire, develop, manage, operate and maintain the res ponsibilities pursuant to their respect ive obligations hereunder; that a resolution, motion or similar action has been duly adopted, passed, or approved as an official act of each Party’s governing body authorizing all understandings and assurances contained herein, and directi ng and authorizing the person id entified as the authorized representative of each Party to perform the duties imposed herein and to provide such additional information as may be required.
b. Parties will comply with all applicable requir ements of all local, state, and federal laws, regulations, and policies governing this MOU and performance by each party. c. Each party (the “Indemnifying Party”) agre es to defend, indemnify and hold the other party, its affiliates and each of their respec tive elected officials, officers, directors, employees, volunteers, contractor s and/or agents (collectivel y, an “Indemnified Party”) harmless from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “C laim”) to the extent such Claim is caused by that Indemnifying Party’s operation of one or more of said events, or the negligent or willful misconduct of the Indemnifying Party or it s elected officials, officers, directors, employees, volunteers, contractors and/or agents arising out of or in connection with this agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ f ees, expert witness fees and/or costs of defense) incurred by or levied against such Indemnified Part y as a result of any such Claim. If the Indemnified Party seeks inde mnification with respect to a Claim, the Indemnifying Party’s obligations are c onditioned upon the Indemnified Party: (a) providing written notice to the Indemnifying Part y of any Claim within thirty (30) days after the Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); and (b) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense and any settlement discussions, and will have the right to approve any settlement agreement that involves an admission of fault by the Indemnified Party or - 4 -
COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
imposes non-monetary obligations on the Indemnified Party; provided, however, that such approval will not be unreasonably withheld.
7. Insurance.
a. AVUHSD, at its own expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations)
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01)
Workers Compensation
As Required by the State of California Statutory Limits
Employers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
i. The AVUHSD’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
ii. Any deductibles or self-insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of loss es and related investigations, claim administration and defense expenses.
iii. All insurance shall be primary and non-contributory as respects the City insured entities. Any insurance or self-insurance maintained by the City insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
iv. AVUHSD shall name the City, its elected officials, officers, employees, and - 5 -
COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
volunteers as additional insu red, and shall furnish the City with Certificates of Insurance and with original endorsement s effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles” section:
-Marvin E. Crist Aquatics Center Design-Build Project
The City of Lancaster, its elected officials, officers, employees, and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3) List in the “Certi ficate Holder” section:
i. The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534
b. The City, at its own expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations)
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01)
Workers Compensation
As Required by the State of California Statutory Limits
Employers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
v. The City’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
vi. Any deductibles or self-insurance retentions must be declared and approved by the AVUHSD. At AVUHSD’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the AVUHSD insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
vii. All insurance shall be primary and non-contributory as respects the AVUHSD insured entities. Any insurance or self-insurance maintained by the AVUHSD insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
viii. The City shall name AVUHSD, its elected officials, officers, employees, and volunteers as additional insured, and shal l furnish AVUHSD with Certificates of Insurance and with original endorsement s effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to AVUHSD.
(2) List in the “Certificate Holder” section:
i. Antelope Valley Union High School District, 176 Holston Drive, Lancaster, CA 93535
8. Notices. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other pa rty or any person shall be in email to the contacts set forth below, with “delivered” receipt requests, and/or in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated twenty-four (24) hours from receipt of confirmation of email delivery or fort y-eight (48) hours from the time of mailing if mailed as provided in this section.
To: City of Lancaster
Attn: Trolis Niebla, City Manager
44933 North Fern Avenue
Lancaster, California 93534
[email protected]
To: Antelope Valley Union High School District
Attn: Greg Nehen, Superintendent
176 Holston Drive
Lancaster, California 93535
[email protected]
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
9. Term. The term of this MOU shall commence on August 21, 2026 and shall remain in full force and effect until the MOU is terminated by the Parties in accordance with the terms set forth herein, or until the parties execute a Joint Use Agreement governing the facility, whichever is earlier. a. Joint Use Agreement Negotiation & Timeline: Within one hundred fifty (150) days of the effective date of this MOU, the Parties shall collaboratively draft a Joint Use Agreement (“Joint Use Agreement Period”). The Joint Use Agreement shall establish baseline operational terms, including guaranteed sche duling priority, facil ity access for AVUHSD athletic and educational pr ograms, and cost-sharing ratio s for ongoing maintenance and operations.
b. Execution Deadline and Suspension of F unding: The Parties shall finalize and fully execute the Joint Use Agreement no later th an one hundred fifty (150) days from the effective date of this MOU. In the event the Parties fail to execute the Joint Use Agreement within the Joint Use Agreement Period:
i. Funding Freeze: AVUHSD’s obligation to remit any future portion of the Total AVUHSD Contribution shall be suspended until execution of the Joint Use Agreement, and such suspension shall not be deemed a default or breach of this MOU by AVUHSD. Such suspension shall apply prospectively, provided that AVUHSD shall remain responsible only for its share of the Total AVUHSD Contribution for design or construction work authorized and performed prior to the effective date of the suspension. Throughout any such suspension, AVUHSD shall continue to negotiate and opera te in good faith with the City toward the mutual execution of the Joint Use Agreement. ii. Resumption of Payments: Capital di sbursements shall resume upon the mutual, full execution of the Joint Use Agreement. Subject to the full execution of said Agreement, AVUHSD shall rema in responsible for its proportionate share of costs for work formally approved by AVUHSD and performed prior to the suspension. During any suspension period, both Parties agree to continue good-faith negotiations to finalize the Joint Use Agreement, and neither Party shall be required to unilaterally fund the other Party's fi nancial obligations under this MOU.
iii. Contractor Invoicing: The City shall notify the Design-Build contractor of the potential payment pause if negotiations extend past day 120. AVUHSD shall not be held liable for pr oject delays caused by the unexecuted Joint Use Agreement.
10. Assignment of Agreement. The Parties hereto may not assign their obligations hereunder to any assignee without the knowledge and prior written consent of the other party.
11. General Provisions.
a. Except as otherwise provided herein, the terms, conditions, covenants and agreements set forth herein shall apply to and bind the he irs, executors, administrators, assigns and successors of the Parties hereto.
b. This MOU constitutes the entire agreement among the Parties hereto and supersedes all prior discussions, understandings , and agreements among Partie s hereto relating to the subject matter hereof.
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
c. Time is expressly made of the essence with respect to the performance by the Parties of each and every obligation and condition of this MOU.
d. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this MOU not to supersede the rules and provisions set within this MOU.
e. Each Party represents and warrants to the other that: (i) they have carefully read this MOU, and in signing this MOU, they do so with full knowledge of any rights which they may have; (ii) they have received independent legal advice from their respective legal counsel as to the matters set forth in this MOU, or have knowingly chosen not to consult legal counsel as to the matters set forth in this MOU; and, (iii) they have freely signed this MOU without any reliance upon any agreement, promise, statemen t or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this MOU, and without duress or coercion, whether economic or otherwise.
12. Termination.
a. Termination for Convenience: Either Party may terminate this MOU without cause prior to the expenditure or commitment of any funds by AVUHSD upon sixty (60) days’ written notice to the other Party.
b. Termination After Capital Disbursement: In the event the City terminates this MOU after AVUHSD has disbursed any funds pursuant to Section 3 or if the City otherwise determines to cease the construction and completion of the Facility:
i. The City shall immediately cease invoicing AVUHSD;
ii. The City shall, within thirty (30) da ys of the termination notice, reimburse AVUHSD for all unexpended and uncom mitted capital funds disbursed by AVUHSD; and
iii. For any funds already expended or lega lly committed toward the design or construction of the Facility, the Parties shall mutually agree, within sixty (60) calendar days of termination, to one of the following remedies:
1. Monetary Reimbursement: The City shall refund the total expended amount to AVUHSD within one hundred eighty (180) calendar days of termination; or
2. Property Rights / Secured Interest : The City shall grant AVUHSD a proportional, recorded real property interest, long-term leasehold, or perpetual, unencumbered joint-use ri ght in the Facil ity or underlying real property equivalent to AVUHSD’s total financial contribution, in a form reasonably acceptable to AVUHSD legal counsel.
If the Parties are unable to reach mutual agreement on a property interest or use right under subclause (iii)(2) within the sixty (60) day negotiation period, the City’s obligation to refund AVUHSD under subclause (iii)(1) shall become immediately binding.
13. Amendments. Any amendment, modification, or vari ation from the terms of this Agreement shall be effective only upon the mutual written approval of the Parties.
14. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect.
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
15. Authority of Signatories. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this agreement on behalf of said Parties and that by so executing this Agreement, the Parties are formally bound to the provisions of this Agreement.
[Signatures begin on following page]
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COL and AVUHSD: MOU - Marvin E. Crist Aquatics Center; August 2026
IN WITNESS WHEREOF, the parties here to have caused this AGREEMENT to be executed and attested by their respective officers thereunto duly authorized.
City of Lancaster Antelope Valley Union High School District
___________________________ ___________________________
By: Trolis Niebla By: Greg Nehen
Its: City Manager Its: Superintendent
___________________________ ___________________________
By: Allison Burns By: Trevin Sims
Its: City Attorney Its: Attorney (Lozano Smith)
___________________________ ___________________________
By: Andrea Alexander By: L. Rosemary Mann
Its: City Clerk Its: Clerk, Board of Trustees
MOU SUBMISSION APPROVAL:
___________________________
By: Sonya Patterson
Its: PARCS Director