8E
Date: June 17, 2025
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
John La Rock, Community Services Director
By: Danny E. Santana, Assistant City Manager | [email protected] John La Rock, Community Services Director | [email protected] Subject: Material Available #1 for Agenda Item 8E
DISCUSSION
Please see attached Funding Agreement between the City of Torrance and Torrance Unified School District for the El Nido Capital Improvement Project, which was not available at the time of agenda posting.
ATTACHMENT
1. District – City – El Nido Capital Improvement Project Funding Agreement
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EL NIDO PARK IMPROVEMENTS FUNDING AGREEMENT
BETWEEN THE TORRANCE UNIFIED SCHOOL DISTRICT AND
THE CITY OF TORRANCE FOR THE BENEFIT OF
TORRANCE UNIFIED STUDENTS AND THE GENERAL COMMUNITY
This EL NIDO PARK IMPROVEMENTS FUNDING AGREEMENT (“Agreement”) is entered into June 17, 2025 (“Effective Date”) by and between the TORRANCE UNIFIED SCHOOL DISTRICT (“District”) and the CITY OF TORRANCE (“City”), under authority of, inter alia, Education Code §§ 10900, et seq., of the State of California. This Agreement is entered into in consideration of all of the following:
RECITALS
A. District is a public school district duly organized and validly existing under the Constitution and the laws of the State of California. District is the owner of various school facility sites, including the Hamilton Adult Education Center (“Hamilton Adult School”), which include athletic fields, playgrounds, and other active and passive recreational facilities and areas utilized in connection with the fulfillment of District’s educational mission.
B. City is a municipal corporation, and charter city duly formed and existing under the laws of the State of California. In connection with the fulfillment of its municipal duties, City offers its residents various recreational programs, opportunities, and facilities.
C. Under applicable law, including California Education Code §§ 10900, et seq., City and District are authorized to enter into agreements for joint funding of public recreational facilities, with the goal of improving recreational facilities and opportunities.
D. City is likewise empowered, under applicable provisions of State law and its own charter, to finance improvements to recreational areas and recreational facilities made available for public recreational use.
E. City and District, by entering into this Agreement, desire to cooperate in funding certain improvements to El Nido Park, which is owned and maintained by the City, and located at 18301 Kingsdale Avenue, Redondo Beach, CA 90278, as part of efforts to relocate the North Torrance Little League (“NTLL”) from the Hamilton Adult School to El Nido Park in a manner that is amenable to NTLL, the neighbors of El Nido Park, the City and the District.
F. City staff retained the services of design professionals to estimate projected construction costs for improvements to El Nido Park required to properly absorb little league play (“Project”) would total Nineteen Million Six Hundred Forty Thousand Dollars ($19,640,000), which also includes the cost of future review pursuant to the California Environmental Quality Act (“CEQA”), and a ten percent (10%) contingency fund amount. The ultimate design of such park improvements is subject to community engagement and input prior to being finalized. The District has agreed to contribute (or arrange to be contributed as reflected in Sections 3 and 4, below), a maximum total of Eleven Million Six Hundred Thirty Thousand 2 53633354.1/005232.00070
Dollars ($11,630,000) to the City for the Project, which would be led and developed by the City, with District advice and input.
G. This Agreement is a preliminary agreement, and the City and the District retain their full discretion to ultimately determine not to proceed with the move of the NTLL, development of El Nido Project, the Hamilton Adult School, or any related projects, impose mitigation or approve alternative developments. Any future development will require review under CEQA.
NOW, THEREFORE, in consideration of all of the foregoing, the parties do hereby agree as follows:
1. Purpose. The purpose of this Agreement is to jointly fund and support various future improvements to El Nido Park, located at 18301 Kingsdale Avenue within the jurisdictional boundaries of Torrance, California, which are necessary to relocate the NTLL from the Hamilton Adult School to El Nido Park.
2. Term and Commencement of Agreement. This Agreement shall commence as of the Effective Date, which is the later date that this Agreement was approved by both the governing bodies of both City and District, the Torrance City Council and Torrance Unified School District Board of Education, respectively, and executed by the duly authorized representative of each. This Agreement shall continue in full force and effect until the completion of the Project, or a final decision by the City or the District not to pursue the Project, at which point this Agreement shall automatically terminate and have no further force or effect.
3. District Funding Commitment. In consideration of the City fully planning and constructing the Project to completion, District agrees to contribute up to Ten Million Six Hundred Thirty Thousand Dollars ($10,630,000) to the City, and to otherwise arrange for an additional Developer (as defined in Section 4, below) contribution in the amount of One Million Dollars ($1,000,000) to fund the City-administered Project, which includes improvements to El Nido Park, including field, parking lot, and park facilities improvements, and associated design requirements. The District’s funding commitment set forth in this Section 3 is not subject to any increase, whatsoever, but may be reduced in the manner set forth in Sections 5, 6, and 7. While the Project is currently projected to cost at least Seventeen Million Four Hundred Thousand Dollars ($17,400,000), any and all increases to the total cost of the Project (including, but not limited to, any unknown above ground or underground site conditions, project planning and construction-related cost overruns or escalations between the Effective Date and the completion of the Project, etc.), if any, will be borne solely by City. The timing of the funding commitment set forth in this Section 3 shall be as follows, and is subject to further refinement in subsequent mutually agreeable written amendments hereto between the District and the City which must be approved by the parties’ respective governing bodies and fully executed by the duly authorized representative of each in order to be binding.
A. The District shall pay the City One Hundred Twenty Five Thousand Dollars ($125,000) (which represents approximately fifty percent (50%) of the estimated CEQA compliance related costs) within thirty (30) calendar days of selecting a developer for the Hamilton Adult School site;
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B. The District shall later pay Four Hundred Forty One Thousand Two Hundred and Fifty Dollars ($441,250) (fifty percent (50%) of the estimated costs related to the design and architectural plan costs necessary to allow the City to proceed into the construction phase of the Project), plus District’s fifty percent (50%) share of any reasonable additional amounts as described in this Section (3)(B). The parties agree that, after community outreach is completed and the City secures approval of the final site design elements and layout of the Project, the City will provide written notice of the total cost of such work, and within thirty (30) calendar days of such written notice, District shall pay the City fifty percent (50%) of such cost in order to satisfy this Section 3(B); and
C. Provided the District has successfully closed escrow for the Hamilton Adult School exchange agreement transaction described below in Section 4, District shall pay the City the balance of the District’s Ten Million Six Hundred Thirty Thousand Dollars ($10,630,000) contribution within ten (10) business days of both: i) the closing of the exchange agreement transaction escrow described below; and ii) written notice by the City to the District of the City’s releasing of a request for proposals or bids for construction of the Project. Nothing herein prevents the City to elect to proceed with any and all Project-related work prior to the District’s payment obligation under this Section 3(C) is triggered; however, should the City make such an election to proceed, the City will be obligated to pay for any and all costs related to such Project-related work, subject to reimbursement and payment by the District only once the District’s payment obligation under this Section 3(C) is triggered.
4. District Advance of Fees. The Parties have entered into this Agreement, in part, because the District is exploring an exchange agreement transaction which includes the private redevelopment of the Hamilton Adult School site, which would require NTLL to move to a new location. If future development of the Hamilton Adult School site occurs, numerous City impact and other fees would be due at various times, including the City’s One-Time Parks and Recreation Facilities Tax, One-Time Dwelling Unit Tax/Rehabilitation & Open Space Fee, and One-Time Community Services Parks Development Impact Fee (collectively, “City Fees”).
Separate and apart from the District’s contribution of up to Ten Million Six Hundred Thirty Thousand Dollars ($10,630,000) to the City set forth in Section 3 above, the District shall include in its exchange agreement transaction with the District’s selected developer for the Hamilton Adult School site (“Developer”) a requirement to pay the City, after the City’s approval of a tentative tract map related to the District and Developer’s exchange agreement transaction and the subsequent close of escrow for such transaction, an additional One Million Dollars ($1,000,000) toward the Project and as an advance payment of the City Fees for the future redevelopment of the Hamilton Adult School site (“Developer Contribution and Fees Payment”). The Developer will thereafter immediately receive a fee credit from the City for the development of the Hamilton Adult School site for up to One Million Dollars ($1,000,000), toward the City’s One-Time Parks and Recreation Facilities Tax, One-Time Dwelling Unit Tax/Rehabilitation & Open Space Fee, and One-Time Community Services Parks Development Impact Fee, in recognition of making the Developer Contribution and Fees Payment. District shall also include in its exchange agreement transaction with the Developer a provision noting that Developer understands and agrees that, if the total City-approved residential unit count for 4 53633354.1/005232.00070
the Hamilton Adult School site is in excess of one hundred sixty (160) residential units, the Developer Contribution and Fees Payment shall be renegotiated by City and Developer to a higher, proportional amount, on a per unit and commercial square footage basis, as applicable.
While not a party to this Agreement, Developer shall acknowledge this Agreement, and otherwise consent to the provisions reflected herein which reference Developer, by way of execution of the “Developer Acknowledgement and Consent” attached hereto as at Exhibit “A.” The District shall indemnify, defend and hold harmless the City from any harm, damage, or claim related to or arising from the Developer Contribution and Fees Payment to the City and/or the Hamilton Adult School site exchange agreement between District and Developer related to the Developer Contribution and Fees Payment.
5. City Obligations. In consideration for District’s funding commitment, City shall undertake all necessary Project design, construction, local entitlement, procurement, CEQA and other regulatory review responsibilities necessary for the Project, including regulatory permit review and inspection fees and right of way improvements on 182nd Street in consultation with the City of Redondo Beach (collectively, the “Project Preparation Requirements”). City shall ensure that all field, parking lot, and park facilities improvements necessary for relocation of NTLL to El Nido Park are completed as a part of the first phase of the Project. City shall be solely responsible for ensuring compliance with all laws, rules, and regulations applicable to the Project and the Project Preparation Requirements, including but not limited to, the applicable procurement and wage requirements for the construction of the Project. Except for the District’s funding commitment as established herein, the City shall indemnify, defend and hold harmless the District from any harm, damage, or claim related to or arising from the Project or the Project Preparation Requirements, including, but not limited to, any claim arising from or related to the entities and individuals hired to perform any work required for the Project. This Agreement, and the District’s funding commitment, shall not make the District responsible or liable for the implementation of the Project Preparation Requirements or the Project.
6. Joint Review. City and District agree to jointly review the individual improvements comprising the Project with the goal of achieving mutually agreeable cost reductions. Fifty percent (50%) of any such cost reduction will be credited to the District, and will reduce the District’s funding commitment set forth in Section 3, above, accordingly. While the City shall consider District input, the City maintains full, complete and absolute discretion to ultimately determine all Project details, including improvement placement, amenities, and all design and material selections.
7. Joint Funding Advocacy. City and District agree to jointly advocate for grants, legislative appropriations and other appropriate monetary support to fund the Project. Any secured grants, legislative appropriations or other appropriate monetary support, such as private and non-profit donations to support elements of little league baseball fields and related infrastructure, shall be credited as follows: fifty percent (50%) to the District, thereby reducing the District’s funding commitment set forth in Section 3 accordingly, and fifty percent (50%) to the City. However, the City shall retain all secured grants, legislative appropriations or other appropriate monetary support received in excess of a total of Eighteen Million Four Hundred Sixty Thousand Dollars ($18,460,000), for use at its sole and absolute discretion. 5 53633354.1/005232.00070
8. Community Support Efforts. District and the City shall use their reasonable, best efforts to engage in a public affairs and education campaign regarding the Project, including public engagement with the El Nido Park area community, North Torrance residents, and North Torrance Little League Board families and players.
9. Interim North Torrance Little League Operations. District shall continue to allow NTLL to operate at the Hamilton Adult School site until that date which is the earlier of:
i) the Project field, parking lot, and park facilities improvements necessary for relocation of NTLL to El Nido Park are completed (which, in the event the City constructs and completes the Project in multiple phases, such portions of the Project shall be completed by the City in the first phase of the Project); or ii) nine (9) months after the close of escrow for the District’s exchange agreement transaction. After such nine (9) months after the close of escrow has elapsed, and in the event the Project field, parking lot, and park facilities improvements necessary for relocation of NTLL to El Nido Park have not been completed, District shall continue to allow NTLL to operate at other facilities of comparable quality until such Project improvements have been completed.
10. Environmental Review. All obligations of City and District contemplated herein are contingent on completion by City, as lead agency, of all necessary environmental review required by the California Environmental Quality Act (“CEQA”). The City, as the lead agency for the Project, hereby reserves and retains its full and absolute discretion to deny or otherwise determine not to proceed with the Project, at any time prior to the formal approval of all necessary entitlements, and any CEQA document or determination, by the City Planning Commission and/or City Council.
11. Termination. This Agreement may be terminated only in the event of breach, or for other good cause. If either party believes a breach has occurred, or good cause for the termination exists, it shall advise the other party in writing, specifying the grounds of the alleged breach or good cause for termination, and setting forth in such written notice the act or acts required of the other party to remedy any breach or cure any condition of good cause for termination. Upon receipt of such written notice, the other party shall have a period of ninety (90) calendar days to respond in writing, and to either cure the breach or condition of good cause for termination, or if such breach or condition cannot be remedied within such ninety-day period, to initiate good faith efforts toward such remedy, and thereafter to prosecute such remedy diligent to completion. No termination of this Agreement shall be effective, and no lawsuit, action, or other proceeding to terminate this Agreement or declare it ineffective shall be valid until written notice pursuant to this section has been given, and the time for any response has expired without the identified breach or condition offering good cause for termination being remedied.
12. Dispute Resolution. The parties understand that disputes may arise in the application or interpretation of this Agreement over the term. In the event of any such dispute, the objecting party shall provide written notice to the other of the grounds of the party’s objection or allegation of breach or nonperformance of the terms of this Agreement. Upon receipt of such notice, the other party shall have thirty (30) calendar days to respond in writing to the notice, responding to the merits of the dispute and any allegation of breach or nonperformance, and indicating its intended course of action in connection with the notice. If 6 53633354.1/005232.00070
such written notice does not resolve the dispute, the parties shall promptly, and in no event more than thirty (30) calendar days after the objecting party’s receipt of the responding party’s notice, appoint a mediator mutually acceptable to the parties, to conduct a mediation in an effort to resolve the dispute. The rules and procedures pertaining to such mediation shall be as determined by the parties. In the event of any such dispute, or allegation of breach or nonperformance, participation by the parties in such mediation shall be mandatory, but shall not be a procedural prerequisite, nor have to be completed prior to, any party’s resort to any other remedy, at law or in equity.
13. Notices. All notices, statements, demands, requests, approvals, consents, or other communications hereunder by either party to the other shall be in writing, and shall be deemed given and served upon the other party if delivered personally, or three (3) calendar days after depositing in the United States mail, postage prepaid, and addressed to:
If to City: City of Torrance
Attn: City Manager
3031 Torrance Boulevard
Torrance, CA 90503
With a Copy to: City of Torrance
Attn: City Attorney
3031 Torrance Boulevard
Torrance, CA 90503
If to District: Torrance Unified School District
Attn: Superintendent
2335 Plaza Del Amo
Torrance, CA 90501
With a Copy to: Atkinson, Andelson, Loya, Ruud & Romo
Attn: Andreas C. Chialtas
12800 Center Court Drive, Suite 300
Cerritos, CA 90703
14. Integration. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereto, is intended by the parties to be a fully integrated instrument, and supercedes all prior agreements, oral or written, regarding the subject matter hereof. This Agreement may only be amended by way of a written instrument, executed by both parties.
15. Severance and Choice of Law. Wherever and whenever possible, the parties intend that all provisions of this Agreement shall be interpreted in such a manner as to be effective and valid under all applicable law. If any agreement or provision of this Agreement shall be determined to be inapplicable or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, but shall not invalidate the remainder of this Agreement. This Agreement is made and entered into in the State of California, and the laws of the State of California shall govern the validity and interpretation hereof. 7 53633354.1/005232.00070
16. Interpretation. This Agreement shall be interpreted in accord with its plain meaning, given effect to all its terms. This Agreement has been negotiated by both parties, and shall not be construed for or against either party, in any of its particulars, by virtue of authorship of its provisions.
17. Headings. Headings at the beginning of each section of this Agreement are solely for convenience of the parties, and are not a part of this Agreement.
18. Attorney’s Fees. In any dispute arising out of the performance or interpretation of this Agreement, including any dispute resolution proceedings, the prevailing party shall be entitled to an award of reasonable attorney’s fees. As used herein, “attorney’s fees” shall include fees for professional legal services, expert witness fees, if any, and all costs incurred in pursuing written discovery in connection with any such proceeding, including the costs of preparation of transcripts, exhibits, and the like.
19. Waiver. The failure of either party herein to insist upon strict performance of any of the terms, conditions, or covenants in this Agreement shall not be deemed a waiver of any right or remedy which either may have, and shall not be deemed a waiver of any right or remedy for any subsequent breach or default of any of the terms, conditions, or covenants contained in this Agreement.
[*** Signature Page to Follow ***]
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This Agreement is entered into and agreed to as of the Effective Date.
CITY OF TORRANCE
By: __________________________________
GEORGE K. CHEN,
MAYOR OF THE CITY OF TORRANCE
ATTEST:
By: ____________________________________
REBECCA POIRIER
CITY CLERK OF THE CITY OF TORRANCE
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
CITY ATTORNEY
By__________________________________
Tatia Y. Strader
Assistant City Attorney
TORRANCE UNIFIED SCHOOL DISTRICT
By:___________________________________
________________________________
By:___________________________________
________________________________
APPROVED AS TO FORM:
ATKINSON, ANDELSON, LOYA, RUUD & ROMO
By__________________________________
Andreas C. Chialtas,
legal counsel to District
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EXHIBIT “A”
DEVELOPER ACKNOWLEDGMENT AND CONSENT
Trumark Properties LLC, a California limited liability company (“Trumark”), hereby acknowledges that certain agreement June 17, 2025, and entitled “EL NIDO PARK IMPROVEMENTS FUNDING AGREEMENT” by and between the TORRANCE UNIFIED SCHOOL DISTRICT (“District”) and the CITY OF TORRANCE (“City”) (“Agreement”), and while not a party to the Agreement, Trumark hereby consents to the provisions in the Agreement which relate to “Developer” as defined in Section 4 therein.
TRUMARK:
Trumark Properties LLC,
a California limited liability company
By: _________________________________
Its: _________________________________
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