1 JOINT USE AGREEMENT
This Joint Use Agreement (“Agreement”) is entered into as of May 12, 2025 (“Effective Date”) by and between Visalia Unified School District, a public -school district organized and existing under the laws of the State of Ca lifornia (“District”) and City of Visalia a political subdivision of the State of California located in Tulare County (“ City” and together with the District, “Parties”).
RECITALS
WHEREAS, District and City desire to enter into a joint use agreement for use of District’s pools at El Diamante High School, Golden West High School, Mt. Whitney High School, and Redwood High School, as identified in Exhibit A to this Agreement.
WHEREAS, California Education Code sections 10900, et seq., empower District and City to cooperate with each other and enter into agreements for the purpose of organizing, promoting, and conducting programs for community recreation; establishing a system of playgrounds and recreation; and acquiring, constructing, improving, maintaining, and operating recreational centers.
WHEREAS, the Parties desire to contract for the use and maintenance of District pools at El Diamante High School, Golden West High School, Mt. Whitney High School, and Redwood High School for the City’s Summer Swim Program as further described in Exhibit B of this Agreement (“Summer Swim Program”).
WHEREAS, in return for the use of District pools at El Diamante High School, Golden West High School, and Mt. Whitney High School, the City shall pay for Facility Use and Other Fees, plus technician fees, which shall be $33.28, unless coverage is done on overtime or double time, as listed in Exhibit C for the City’s Summer Swim Program (“Schedule of Facility Use and Other Fees”).
WHEREAS, the City shall invoice the District’s Expanded Learning Opportunities Program (“ELO-P”) for approved District students registered for the City of Visalia Recreational Swim Teams at a cost of $185 per student.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
1. Facilities. This Agreement sets forth the terms of use by the Parties of certain Facilities owned by District located at the sites listed in Exhibit A attached hereto. The terms “Facility” or “Facilities” refer only to a facility or facilities located at the sites identified in Exhibit A.
2. Equipment Use. This Agreement sets forth the terms of use by the Parties of Equipment owned by District located at the sites listed in Exhibit A attached hereto. The term “Equipment” refers only to equipment located at the sites identified in Exhibit A. City is hereby authorized to use the Colorado Timing System 6 controller and any compatible equipment located at the Facilities and necessary for the management of the Summer Swim Program.
2 3. Term. The term of this Agreement shall commence on May 12, 2025 (“Effective Date”) and shall end on August 9, 2025. This Agreement shall only be renewed upon the written agreement of the Parties.
4. Priority of Use . The District shall have exclusive use of District Facilities on all days , absent any other agreement between the Parties , determined pursuant to the District’s Facilities use request process. The City shall have priority of use over all external District renters from 10:00 am-6:00 pm at the Redwood High School pool, and 6:00 pm-10:00 pm at El Diamante High School pool, Golden West High School pool, and Mt. Whitney High School pool as listed in 2025 Summer Pool Usage Schedule, and including May 12-31 (Exhibit B).
5. Facility Use Costs. The City will pay fees for the use of Pool and Facilities as listed in the Schedule of Facility Use & Other Fees 2024- 25 (Exhibit C). The District shall issue a monthly invoice to the City per facility. The monthly invoice will include the total amount of times a facility was used within a single month. The City shall pay any invoice within thirty (30) days of receipt.
The City is paying for Class II fees and will be invoiced by a 3 rd party vendor after use. All payments under this Agreement shall be made through Facilitron, Inc.. The City will not receive an invoice for the Pool use at Redwood High School, pursuant the December 8, 1982, lease agreement between the District and the City; “AGREEMENT FOR THE LEASE OF REAL
PROPERTY, CONSTRUCTION OF A SWIMMING POOL FACILITY AND- THE USE AND MAINTENANCE THEREOF”
6. No Third-Party Users. All programs operated at the Facility by the City shall be operated under the direct supervision and control of the City. The City shall not permit any third-party user to operate a program or otherwise use the Facilities as part of the City’s use under this Agreement.
For purposes of this Agreement, a third -party user is any individual, organization, or other entity seeking to operate any program not operated by either Party. Any third-party use of the Facilities shall, instead, be coordinated through the District.
7. Alcoholic Beverages, Smoking, and Possession of Weapons. The use and/or possession of tobacco, alcohol, and/or controlled substances are prohibited on District Facilities at all times.
Smoking is prohibited on District Facilities at all times. The possession or brandishing of weapons, including but not limited to, knives, firearms, and explosives, on District Facilities is prohibited at all times. City hereby acknowledges and agrees it shall not permit the use and or possession alcohol, tobacco, controlled substances, or weapons of any kind during the use of District Facilities.
8. Custodial. After use, the City shall return the Facility to its original condition prior to City’s use. If restrooms are open during City’s use of the Facility, or other routine custodial services are required after City’s use of the Facility , District will invoice the City for custodial services unless another arrangement is mutually agreed upon and confirmed in writing (Exhibit C) by the Parties. If the City fails to return the Facility to its original condition prior to City’s use, City shall pay for any and all costs associated with returning the Facilities to their original, normal working condition. The District shall invoice the City within thirty (30) days of such activity. The City shall pay any invoice within thirty (30) days of receipt of such invoice.
9. Utilities and Maintenance. The District shall generally pay for all utilities and maintenance of the Facilities. However, if the City’s use of the Facilities causes extraordinar y utility usage or wear on the Facilities as determined by the District, the City shall pay for the costs associated with 3 their activity as agreed upon mutually by both P arties. The District shall invoice the City within thirty (30) days of such activity. The City shall pay any invoice within thirty (30) days of receipt of such invoice.
10. Security. All Facilities shall be maintained in a secure manner by the District. A District employee shall be responsible for opening and locking the Facility, and set ting any alarms (as applicable) after each use. The City shall not duplicate keys to the Facilities or provide copies of keys to any third parties or other users that are not employees of the Parties.
11. Damage to Property. City shall be responsible for the cost of repair and/or replacement of any damage to the Facilities, including fixtures, equipment, and improvements within the Facilities that are lost, damaged, or stolen during and/or as the result of City’s use of Facilities, normal wear and tear excepted. The City shall promptly notify District upon City ’s actual knowledge of any loss or damage to the District Facilities of which the City becomes aware during and/or in conjunction with City’s use of same.
12. Assumption of Risk. City hereby acknowledges no District personnel, staff, or certified lifeguards shall be on duty during the Summer Swim Program. City further hereby solely assumes all risk and responsibility for any and all injuries, drownings, or deaths suffered by participants in the Summer Swim Program. Use of all District Facilities shall be at City’s and participant’s own risk.
12.1 Indemnity. To the fullest extent permitted by law, City shall indemnify, defend, and hold harmless District and each of District’s officers, directors, officials, governing board, board members, employees, and authorized volunteers and agents from and against any and all c laims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (Collectively “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys’ fees, sustained by any person or to any person or to any property in, on, or about the Facilities resulting in injuries to or death of persons, including but not limited to employees of either party hereto, and damage to or destruction of property, including but not limited to the Facilities, arising out of, pertaining to, or resulting from the acts or omissions of City, its officers, directors, officials, governing board, board members, employees, authorized volunteers and agents, contractors, invitees, or guests.
Nothing in this section shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party. The provisions of this section shall survive the expiration or termination of the Agreement.
13. Insurance. Each party, at its sole cost and expense, shall carry commercial policies of insurance, or self-insure, its activities in connection with this Agreement, and obtain, keep in force and maintain, insurance or equivalent programs of self -insurance, for comprehensive general liability, which will insure District or City , as applicable, against liability for injury or death of persons and damage to the Facilities , as applicable. Each policy shall be for not less than $10,000,000 per occurrence and $20,000,000 aggregate. Each party agrees to provide the other proof of such coverages on an annual basis and shall provide thirty (30) days' advance w ritten notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverages.
Failure to maintain insurance as required in this Agreement is a material breach of contract and may be grounds for termination of the Agreement.
4 13.1 Additional Insured Status . The City, its officers, officials, employees, agents, and volunteers shall be named as additional insureds on the District’s general liability policies and any excess or umbrella policies (if applicable), or equivalent self -insurance coverage, with respect to liability arising out of activities performed under this Agreement.
The District and each of the District’s officers, directors, officials, governing board, board members, employees, and authorized volunteers and agents shall be named as additional insureds on the City’s general liability policies and any excess or umbrella policies (if applicable), or equivalent self -insurance coverage, with respect to liability arising out of activities performed under this joint use agreement.
14. Termination. Either party may terminate this Agreement upon 30 days’ written notice to the other party at any time, for any reason. Termination shall relieve both Parties of any further obligations under this Agreement.
15. Compliance with Law; Limitations Upon Use . Each party agrees to comply with all federal, state and local laws, statutes, codes, ordinances, rules, regulations, policies , and requirements (collectively, the “Law”) regarding their respective use of the Facilities under this Agreement. The Parties further agree that they shall not cause the Facilities to be used, occupied, or improved under this Agreement in any manner or for any purpose that is in any way in violation of any Law. If any license, perm it, or other governmental authorization is required for either party’s lawful use of the Facilities , such affected party shall procure and maintain same to the extent required by Law. Each party shall be solely and completely responsible for the safety of all persons and property associated with their respective use of the Facilities , and all materials, equipment, and supplies provided by such party during said use shall fully conform to all applicable Law.
16. Fingerprinting. To the extent that District determines it necessary that any employee, officer, or agent of City shall be required to submit fingerprints of any applicable employees, officers, or agents to the Department of Justice (“DOJ”) in accordance with Education Code section 45125.1, City agrees to make said individuals available for fingerprinting and to pay all associated costs with the DOJ screening process , unless such employee, officer, or agent of City has completed the City’s mandatory fingerprinting process. City further agrees that any persons who are not allowed by law to come into contact with District students as a result of said fingerprinting and screening shall be prohibited from accessing the District’s Facilities during Regular School Hours and during District events.
17. Disputes. If a dispute arises relating to the interpretation of, enforcement of, or compliance with the terms of this Agreement, the P arties shall first attempt to resolve such dispute through informal discussions or other alternative means. Any p arty may convene such discussions by written notice and shall reasonably accommodate the other party with respect to scheduling any such discussion. If the dispute is not resolved in this manner within thirty (30) days of such written notice, it shall be referred to mediation in Tulare County in which both Parties must participate for a period not to exceed an additional thirty (30) days. This dispute resolution process shall be undertaken in good faith and exhausted prior to judicial review. However, compliance with this process does not waive any party’s obligation to comply with, or right to assert as a defense, any applicable statutes of limitation or administrative procedures. The Parties may agree in writing to toll any applicable statutes of limitation for such period as may reasonably be necessary to complete the dispute resolution process outlined in this section. 5 18. Successors and Assignees . All terms and conditions of this Agreement shall be binding upon all successors-in-interest, only to the extent that a different school district or municipality is the successor-in-interest. If either party sells any or all of the Facilities subject to this Agreement, the terms of this Agreement shall remain in full force and effect as to any remaining Facilities not sold or leased, but the availability of use of the Facility being sold or leased shall not run with the land a nd notwithstanding Section 13, this Agreement shall automatically terminate as to that Facility upon sale or lease of the Facility to a third party.
19. Headings. The headings of this Agreement are for convenience purposes only and shall not limit or define the meaning of the provisions of this Agreement.
20. Governing Law and Venue . This Agreement shall be construed in accordance with, and governed by, the laws of the State of California applicable to contracts to be performed wholly within this State. Any dispute arising from the terms and conditions of this Agreement shall be heard by a court of competent jurisdiction located within Tulare County.
21. Attorneys’ Fees and Costs. Any party may bring a suit or proceeding to enforce or require performance of the terms of this Agreement , and each party in that suit or proceeding shall be responsible for its own attorney’s fees and costs.
22. Construction. The singular includes the plural, “shall” is mandatory, and “may” is permissive. The Parties acknowledge and agree th at each of the Parties and each of the Parties’ attorneys have participated fully in the negotiation and drafting of this Agreement. In cases of uncertainty as to the meaning, intent or interpretation of any provision of this Agreement, the Agreement shall be construed without regard to which of the Parties caused, or may have caused, the uncertainty to exist. No presumption shall arise from the fact that particular provisions were or may have been drafted by a specific party, and prior versions or drafts of this Agreement may be used to interpret the meaning or intent of this Agreement or any provision thereof.
23. Notices. Any notice to be given hereunder to either party shall be in writing and shall be given either by personal delivery (including express or courier service), by e-mail, by receipt- confirmed facsimile, by registered or certified mail, with return receipt requested, and postage prepaid (excluding electronic messaging) and addressed as follows:
To District:
Steve Pena
Director of Facilities
Visalia Unified School District
5000 West Cypress Ave.
Visalia, CA 93277-8300
To City:
Jason Glick
Parks and Recreation Director
City of Visalia
Parks & Recreation Department
345 N. Jacob St.
6 Visalia, CA 93291
24. No Further Assurances . Nothing in this Agreement, whether express or implied, is intended to or shall do any of the following: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons or entities other than the express Parties to this Agreement; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.
25. Amendments and Waivers. No amendment of, supplement to, or waiver of any obligations under this Agreement shall be enforceable or admissible unless set forth in writing signed by the party against which enforcement or admission is sought or signed by both Parties.
26. Entire Agreement . T his Agreement sets forth the entire understanding of the Parties relating to the transactions it contemplates, and supersedes all prior understandings relating to them, whether written or oral. There are no obligations, commitments, representations, or warranties relating to them except those expressly set forth in this Agreement.
27. Severability. If any provision of this Agreement is held invalid, void or unenforceable by a court of competent jurisdiction, but the remainder of the Agreement can be enforced without failure of material consideration to any party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the Parties.
28. Execution in Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and counterpart signature pages may be assembled to form a single document which shall be deemed an original document.
29. Authority to Sign. By signing below, each of the signatories represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the party on whose behalf he or she is signing.
30. Represented by Counsel. Each party hereto acknowledges that it has been represented by legal counsel, or had the opportunity to obtain legal counsel and consciously chose not to obtain it, in the negotiation, drafting, and execution of this Agreement.
[Signatures on Following Page]
7 IN WITNESS WHEREOF, this Agreement has been entered into, by and between the District and City as of the last date set forth below.
VISALIA UNIFIED SCHOOL DISTRICT
By: _____________________________
Name: ___________________________
Date: _______________, 2025
CITY OF VISALIA
By: _____________________________
Name: ___________________________
Date: _______________, 2025
CITY OF VISALIA
By: _____________________________
Name: ___________________________
Date: _______________, 2025
CITY OF VISALIA
By: _____________________________
Name: ___________________________
Date: _______________, 2025
Steve Pena
Leslie Caviglia
Ken Richardson
Andrew Guzman
8 EXHIBIT A
Facilities
El Diamante Pool and Area
9 EXHIBIT A continued
Golden West Pool and Area
10 EXHIBIT A continued
Mt. Whitney Pool and Area
11 EXHIBIT A continued
Redwood Pool and Area
12 EXHIBIT B
13 EXHIBIT C
Schedule of Facility Use & Other Fees | 2024-25