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SR-417-012 , ~ . . . II~ MAY 1 1988 . i-J'''1 /)1)-. ! ,- v C/ED:CPD:JJ:DKW:LMC:bz COUNCIL MEETING: May l7, 1988 Santa Monica, California TO: Mayor and City council FROM: City staff SUBJECT: Recommendation to Authorize City Manager to Execute Agreement Between the City of Santa Monica and the Santa Monica Community College District and the Board of Trustees of the Santa Monica Community College District Regarding Implementation of a Preferential Parking Zone, Lease of Classroom Facilities, Construction of Parking Facilities at the College Campus, and provision of Temporary Shuttle Service and Parking Lots INTRODUCTION This report recommends that the City council authorize the City Manager to execute an agreement with Santa Monica College regarding the proposed Sunset Park preferential parking zone and related issues. The agreement is the product of an intensive series of discussions between the City, the College, and College neighbors which occurred as result of direction to staff at the November 10, 1987 Council meeting. The Council is scheduled to consider an ordinance creating the preferential zone at its May 24, 1988 meeting. BACKGROUND On November 10, 1988, the City Council received staff recommendations to initiate the process to establish a residential preferential parking zone in a fifteen block area - 1 - 11-) MAY 1 7 1988 . . Proposed Agreement The proposed agreement has several key components which are described below. section 1 sets the term. of the agreement to begin on May 17, 1988, and to terminate upon the completion of the services required by the agreement. section 2 describes the boundaries of the proposed preferential parking zone, states that the College will not oppose the creation of the zone, mandates that the zone be established no sooner than July 8, 1988 (reflecting College class schedules), states that the zone may not be expanded wi thin a three-year period from execution of the agreement or until required added on-campus parking is provided, and requires rescission of the preferential zone in the event the City fails to approve required on-campus parking facilities. section 3 permits the College to relocate classes to the Douglas Museum site at Santa Monica Airport pursuant to a ten-year lease to be negotiated between the city and the College. This lease would not affect the proposed Santa Monica Airport Residual Land project, since the Douglas Museum is outside of that project site. The College would use this property to relieve parking congestion at the College campus by relocating classes to the Douglas site. The College would pay $100,000 per year in rent, - 3 - ! . . . bounded by Fourteenth street, Pico Boulevard, Seventeenth Street, Delaware Avenue, Twentieth Street, Pi co Boulevard, Twenty-Third street, Pearl street, Twenty-First street, Ocean Park Boulevard, and Fourteenth Street. The Council also directed staff to work with the College and area residents regarding College parking and transportation issues, including development of added on-campus parking resources and provision of a parking shuttle service to remote parking sites. Interim parking facilities are needed to offset the reduction in parking available to College students and faculty that will occur upon establishment of the proposed preferential parking zone. Staff has met with College and neighborhood representatives in an effort to forge a consensus resolution to the College parking issue. The product of these discussions is a proposed agreement by the College not to oppose the preferential parking zone and to construct an additional 1200 on-campus parking spaces, providing the city agrees to assist the College in the provision of interim remote parking and classroom facilities and shuttle service to the remote sites. These understandings are reflected in the proposed agreement (see Exhibi t 1) between the City and the College. The agreement has the support of the Santa Monica Safe streets Committee, an organization of Sunset Park residents which was formed to promote the preferential parking zone. - 2 - !, . . with annual adjustments for inflation. The agreement provides for a payment of $300,000 to be paid over the first two years of the lease. The College would have the right of first refusal on an additional ten year lease at the end of the first ten year period. Section 4 requires the College to construct two on-campus parking structures, providing a net increase of approximately 1200 spaces on what is currently designated as Lot 4 and the College Softball Field. The City would act as the lead agency under CEQA and the approving agency for this project, and would be responsible for preparing an Environmental Impact Report (EIR) on the project, the cost of which would be paid by the College. section 5 establishes performance criteria for both the City and the College, including timelines for the city to prepare the EIR, and the dates by which the College must begin and complete construction of the two new parking structures. Under the agreement, the structures must be completed by April 17, 1991. section 6 requires the city to provide temporary remote parking lots and shuttle service for three years from the date of the agreement, or until completion of the new parking structures, whichever is sooner. The City is required to provide up to 1200 parking spaces at one or more locations, which may include lots at Santa Monica Airport, the Colorado Place Phase III site, the Water Gardens site, the Civic Center or other sites. The agreement sets forth standards for shuttle service including - 4 - . . hours of operation, and limits the City's financial co~~itment to actual costs of operating the shuttle service and shuttle vehicles. The College would be responsible for parking lot improvements, security, insurance and parking lot maintenance. The proposed agreement would represent a maj or step forward in resolving long-standing College parking and traffic issues. BUDGET/FINANCIAL IMPACT Under the agreement, city expenditures of $300 - 400,000 per year anticipated as a result of shuttle operational costs. The lease revenue from the Douglas Museum site will be $100,000 per year. Revenue from the creation of the preferential parking zone would accrue from permit sales and citations, which would further mitigate the shuttle operational expenses. RECOMMENDATION It is respectfully reco!!l.mended that the City Council authorize the City Manager to execute the agreement (Exhibit 1) between the city of Santa Monica and the Santa Monica Community College District and the Board of Trustees of the Santa Monica Community College District. Prepared by: John Jalili, City Manager Linda A. Mills-Coyne, Deputy city Attorney D. Kenyon Webster, Senior Planner Exhibit 1: (smcagr) Proposed Agreement - 5 - . . AGREEMENT THIS AGREEMENT ("Agreement"), entered into this _ day of 1988, by and between the CITY OF SANTA MONICA, a municipal corporation ("City"), the SANTA MONICA COMMUNITY COLLEGE DISTRICT and the BOARD OF TRUSTEES OF THE SANTA MONICA COMMUNITY COT.T.F.GE DISTRICT (hereinafter referred to as the "Collegell and the "Board of Trustees," respectively), is made with reference to the following: R E C I TAL S: A. The city is a municipal corporation duly organized and validly existing under the laws of the state of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. The ci ty and the Santa Monica City Council ( "Ci ty council") are considering the establishment of a preferential parking zone in two phases around Santa Monica College as recommended by City Staff in its report to the city Council submitted at the City Council meeting on November 10, 1987. C. The City and the City Council desire to mitigate any adverse effects on the College by the establishment of such a preferential parking zone. D. The city and the City Council, in establishing a preferential parking zone around the College, do not desire to discourage attendance at the college, but rather desire to ease the traffic and parking burden on neighbors of the College. - 1 - . . E. The College and the Board of Trustees desire to ease any traffic and parking burden on neighbors of the College. F. The College and the Board of Trustees do not oppose the establishment of a preferential parking zone around the College. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SECTION l. TERM. The term of this Agreement shall commence on the 17th day of May, 1988, and shall terminate upon the completion of services required by this Agreement, unless terminated earlier as set forth herein. SECTION 2. IMPLEMENTATION OF PREFERENTIAL PARKING ZONE. A. Zone. If the City determines that it shall go forward wi th the establishlnent of a preferential parking zone (JlZone") around the College, the Ordinance creating such Zone shall encompass the following: el) The initial Zone shall be established no sooner than July 8, 1988. (2) The area of the initial Zone shall not exceed the fifteen (15) block area bounded by the following streets: Fourteenth Street, pico Boulevard, Seventeenth street, Delaware Avenue, Twentieth street, Pico Boulevard, Twenty-Third street, Pearl street, Twenty-First street, Ocean Park Boulevard, and Fourteenth street. The area so bounded is set forth in the map enti tIed "Map Number 3, Phase 1, Proposed Preferential Parking, Santa Monica College Area," attached hereto as Exhibit A. - 2 - . . (3) The Zone shall not exceed the area so described for a period of three (3) years, or until the completion of the on-campus parking structures contemplated by this Agreement, whichever occurs sooner. (4) If the city acting in its governmental capacity and in compliance with the California Environmental Quality Act ("CEQA") , fails to approve or conditionally approve the construction of the two on-campus parking structures, the ordinance creating the preferential parking Zone shall expire within ninety (90) days of such failure to approve or conditionally approve the structures. (5) In the event that any person or enti ty , on whatever basis, brings suit and successfully blocks the construction of the two on-campus parking structures, or the use of such structures for parking, the Ordinance creating the Zone shall expire within ninety (90) days of the date upon which the decision blocking the construction or use of the structures becomes final. B. College Does Not Oppose. The College shall not oppose the implementation of the proposed Zone around the College. C. In the Event of Suit. In the event that any person or entity on whatever basis brings suit and successfully: (i) sets aside the entire specified fifteen (15) block area of the Zone such that the entire specified fifteen (15) block area of the Zone is no longer in effect for any reason whatsoever; or - 3 - , , . . (ii) blocks the construction of the two on-campus parking structures, or the use of such structures for parking, then the City shall have the right in its sole and absolute discretion to terminate some or all of its obligations under this Agreement. SECTION 3. LEASE OF CLASSROOM FACILITIES AND ADDITIONAL PARKING AT DOUGLAS MUSEUM SITE. A. Lease. To permit the College to relocate classes from the College to the Santa Monica Airport ("Airport"), the College and the City shall negotiate and enter into a Lease (flLease") of certain real property ("Propertytl) commonly known as the Douglas Museum site, as described in Exhibit B, attached hereto, on the following terms and conditions: (1) Term of Lease. The term of the Lease shall be for a period of ten (10) years, commencing on July 1, 1988, except that the garage building commonly known as the "Fleet Buildingfl shall continue to be available for use by the Douglas Museum as storage space through November 30, 1988, or until the new Douglas Museum site north of the Airport becomes available for them to use as storage, whichever occurs sooner. The College shall have the right of access to the Property no later than June 1, 1988, in order that the College may commence the construction of improvements to the site; provided, however, that such access shall be subject to the approval and supervision of the Airport Director so as not to intrude upon or inconvenience the Douglas Museum. - 4 - . . (2) Base Rent. Rent shall be due in advance on the first day of each year of the Lease. The College shall pay One Hundred Thousand Dollars ($100,000.00) per year as base rent ("Base Rent"). The Base Rent shall be adjusted annually by any increase in the Consumer Price Index (All Urban Consumers: Los Angeles-Anaheim-Long Beach). (3) Advance Rent. In the first and second year of the Lease, the College shall prepay an additional Fifty Thousand Dollars ($50,000.00) per year, for a combined Base Rent and Advance Rent payment of One Hundred Fifty Thousand Dollars ($150,000) on the first day of the first year and on the first day of the second year of the Lease. (4) Remaining Base Rent. The remaining Base Rent for the ten (10) year term of the Lease, in the amount of Seven Hundred Thousand Dollars ($700,000.00), shall be pro-rated over the remaining eight (8) years of the term of the Lease and shall be payable in the amount of Eighty-Seven Thousand Five Hundred Dollars ($87,500.00) per year commencing on the first day of the third year of the Lease, and on the first day of each year thereafter. (5) Refund of Base Rent and Advance Rent. Should the Lease be terminated prior to the expiration of its term, the City shall refund to the College: (i) all Base Rent (on a pro-rated monthly basis) for that portion of the lease year remaining after the date of termination of the Lease; - 5 - . . (ii) all Advance Rent (on a pro-rated monthly basis) for that portion of the lease year remaining after the date of termination of the Lease; and, (iii) all Advance Rent then paid for lease years commencing after the lease year in which the termination occurred; provided, however, that the City shall be entitled to retain from such refunded Rent an amount equal on a pro-rated basis to six (6) months Rent as a security deposit, which security deposit shall also be refunded to the College after all claims to which such security deposit may be Subject have been paid. (6) Definition of "Triple Net". The Lease shall be a "triple net" lease with rent payable by the College to the City net of and without setoff or deduction for all taxes, utilities, insurance, maintenance expenses, and all costs and expenses set forth in Exhibit C attached hereto. In no case shall the City be liable for or be Obligated to incur any expense, liability, or charge with respect to the ownership, possession, or operation of the Property. The College shall maintain the tax-exempt status of the Property. B. Right of First Refusal. At the end of the ten year term of the Lease, the College shall have the right of first refusal to lease the Property for an additional ten (10) year term. The amount of the new rent for such subsequent term shall be set by the City in the Cityfs sole discretion, and shall be the fair rental value of the Property at its highest and best use, and with the assumption that the Property is unimproved - 6 - . . regardless of any improvements that may be located thereon at that time. The College shall have the six (6) month period immediately prior to the expiration of the Lease within which to exercise its riqht of first refusal. C. Termination Procedure for Lease. In the event that the performance criteria set forth in Section 5 herein are not met, the city shall have the right to terminate the Lease according to the following procedure: (1) Notice of Default. The City shall give the College a written notice of default requiring that the College cure the alleged default within a thirty (30) day period from the date the notice is served or deemed served, or in the event that the cure cannot be completed within such thirty (30) day periOd, then the College shall undertake or commence to cure the default within such period and shall thereafter diligently prosecute the cure to completion. (2) Notice of Cancellation. In the event that the College: (i) fails to cure the alleged default (in the case of a default that may be cured within such thirty (30) day period); or (ii) fails to undertake or commence to cure the alleged default within such thirty (30) day cure periOd (in the case of a default that because of its nature cannot be cured within such thirty (30) day periOd, the city shall qive the College a written notice of cancellation, stating the reasons for cancellation and that the ci ty thereby - 7 - . . cancels the Lease effective upon the expiration of six (6) months from the date the notice of cancellation is served or deemed served. D. Improvements. The College shall improve the Property at a minimum in the manner set forth in the memorandum ("Memorandum") by Peter Hansen, dated February 19, 1988, entitled "2800 Aviation Avenue, study and Cost Estimate," a copy of which is attached hereto as Exhibit D. Any improvements in addition to those set forth in the above Memorandum shall be subject to the pr ior wri tten consent of the Airport Director, which consent shall not be unreasonably withheld or withheld on the basis of purely aesthetic considerations. Upon expiration or termination of the Lease, all fixtures and leasehold improvements shall become the property of the City. E. Classes. since the intent of the parties in entering into the Lease is to relieve parking congestion around the College campus, the College agrees to use the property to locate primarily classes and programs presently existing at the College to the Property. The Property is not intended to provide for the expansion of College programming. The College shall relocate some aviation-related classes to the Property. F. Agency Approval. The Lease of the Property shall be subject to the prior written approval of the following state agencies: Board of Governors of the California Community Colleges, state Department of General Services. G. Additional Lease Terms. In addition to the terms and conditions set forth in this Section, the Lease shall contain such other agreed upon terms and conditions as are contained as - 8 - . . E. Reimbursement of Cost. The College shall, upon demand, reimburse the city for the actual cost of the EIR, currently estimated at $30,000 to $40,000. F. CEQA. It is understood that no permanent on-campus parking structures may be constructed by the College unless the provisions of CEQA are complied with. SECTION 5. PERFORMANCE CRITERIA. A. Deadlines. In addition to any other events of default set forth in this Agreement or in the Lease between the College and the city, the failure of the College or the city to comply with the following deadlines for completion of the parking structures shall be deemed an event of default under the Lease and under this Agreement; provided, however, that the City may not terminate the Lease by reason of its own default or failure to comply with the following deadlines: (i) College to deliver June 17, 1988 all information requested by the City to facilitate the environmental review process; City to request such infor- mation in a timely manner in order that the parties may comply with this deadline (l month from the date of this Agreement) (ii) City to complete Novelllber l7, 1988 (5 months) EIR (iii) College to complete February 17, 1989 (3 months) design (iv) College to obtain June 17, 1989 (4 months) Office of state Architect ( "0SA") approval - 10 - . . standard terms in leases used by the City at the Airport, including any requirements imposed by the Federal Aviation Administration. The City has no knowledge or belief that the Property cannot be used in the manner and for the purpose set forth in this Agreement. SECTION 4. CONSTRUCTION OF PARKING FACILITIES. A. On-Campus Structures. The College shall construct two on-campus parking structures, providing a net increase of approximately 1200 on-campus parking spaces, located at what is currently designated' as "Lot 4ff and at the College Softball Field. B. Description of Structures. The structures shall be in substantial accordance with the description entitled "College's Recommendation for Parking structures," attached hereto as Exhibit E. C. City to Prepare EIR and Act as Approving Agency. The City shall prepare an Environmental Impact study and an Environmental Impact Report ("EIR") on the construction of the parking structures as soon as practicable, and shall act as the approving agency for such EIR. D. Scope of EIR. The EIR shall consider the environmental impact of at least each of the following: (1) Two on-campus parking structures with a net increase of 1200 spaces. (2) No additional parking structures on campus. - 9 - . . (v) College to award bid August 17, 1989 (2 months) (vi) College to start construction October 17, 1989 (2 months) (vii) College to complete construction August 17, 1990- April 17, 1991 (lO-IS months) B. Extension of Deadlines. The failure of the College or the City to meet the performance deadlines set forth above shall not be an event of default if the College or City is prevented from doing so by reason of events or circumstances beyond the control of either the city or the College. In this regard, the parties acknowledge that obtaining OSA approval as set forth in item (iv) of paragraph A above is an event beyond the control of either party. In the event that either the City or the College is delayed in complying with any of the deadlines set forth above, the deadlines so delayed shall be extended for a period of not more than sixty (60) days. If the city or the College is prevented from complying with any of the deadlines set forth above for a period of more than sixty (60) days, the parties shall attempt, within an additional thirty (30) days, to agree to new deadlines. If, at the end of such additional thirty (30) day period, the parties cannot agree on new deadlines, such failure to agree shall terminate the City's obligations under this Agreement and shall be an event of default under the Lease; provided, however, that the College's failure to obtain OSA approval shall not terminate this Agreement or be considered an event of default under the Lease until the expiration of an - 11 - . . additional thirty (30) day period. Both parties shall be reasonable in their attempt to negotiate any new deadlines. SECTION 6. TEMPORARY PARKING LOTS AND SHUTTLE SERVICES. A. Term for provision of Parking Lots and Shuttle Services. Except as set forth in paragraph J and in paragraph K of this Section, the City shall provide the temporary parking lots and shuttle services set forth in this section to mitigate the impact of the creation of the Zone for no longer than the date of completion of construction of the parking structures or for three (3) years from the date of this Agreement, whichever occurs first. Shuttle service may be extended for no longer than an additional four (4) month period beyond the expiration date of this Agreement in the event that the deadline for OSA review set forth in subparagraph (iv) of paragraph A of Section 5 is not met. B. Parking Lots. The City shall provide a total of up to 1200 parking spaces as necessary at one or more parking lots, including a parking lot south of the College located at Santa Monica Airport ("Airport Parking Lot"). The parking that shall be available at the Airport Parking Lot is in addition to that parking available at the Douglas Museum site (nDouglas Lottt), which, because the Douglas Lot shall be governed by the terms of the Lease described in Section 3, may not be closed by the City pursuant to this Section. Parking lots shall be for the use of College employees, students, and College visitors. The parking lots may be changed from time to time to comparable locations by the mutual agreement of the partiest provided, however, that the - 12 - . . Airport Parking Lot shall be maintained for the term. of this Agreement, subject to the City's right to close parking lots if lot usage falls below those levels set forth in paragraph C of this Section. C. Closure of Parking Lots and Subsequent Reinstatement. If usage at a parking lot falls below a weekly average of 150 cars per day for two consecutive weeks exclusive of holidays, the City shall have the right to close such parking lot, so long as the City has discussed the matter with the College in advance and has provided the College at least two (2) weeks prior written notice of its intent to so close such parking lot; provided, however, that the ci ty shall close such lots in the following sequence: (i) all lots other than the Airport Parking Lot; (ii) the Airport parking Lot. Parking lots closed pursuant to this paragraph shall be reinstated at the beginning of the next succeeding semester registration period and shall remain open until and unless they again fall below the lot usage level set forth in this paragraph. In no event may the provisions of this paragraph be used to close the Douglas Lot (which will be part of the Property governed by the Lease) or to close any parking lot until the Zone takes effect. D. Operation of Parking Lots. The College shall operate the parking lots and shall be responsible for the maintenance, security, lighting, custody and control of the parking lots. E. Public Shuttle Services. The City shall provide public shuttle services to and from the College and: - 13 - . . (i) all lots other than the Airport Parking Lot; (ii) the Airport Parking Lot; and (iii) the Douglas Lot. The City shall provide a maximum of forty-six (46) bus hours of service each week day. shuttle service shall not be provided on weekends. F. Levels of Shuttle services. Initial shuttle services shall be at a level which reasonably ensures that a shuttle shall be available at each parking lot and at the Douglas Lot every twelve (l2) minutes. Adjustments to the level of shuttle service shall be made if the parties agree that site usage does not necessitate the maintenance of a twelve (12) minute interval between the availability of shuttles, but rather a more or less frequent level of service. During evening hours shuttle service shall be sufficient to accommodate all waiting passengers in each twelve (12) minute interval. The City shall have full discretion in determining the best means to provide the above levels of service. If shuttle usage falls below an average of three (3) passengers per trip for any two (2) hour period, the city shall have the right to reduce or terminate shuttle service during that time period, so long as the city has discussed the matter with the College in advance and has provided the College at least two (2) weeks prior written notice of its intent to so reduce or terminate shuttle service. Shuttle service reduced or terminated pursuant to this paragraph shall be reinstated at the beginning of the next succeeding semester registration period and shall continue at such level until and unless shuttle usage again falls below the shuttle usage level set forth in this paragraph. - 14 - . . G. Hours of Operation for Parking Lots and for Shuttle Services. The hours of operation for the parking lots and for shuttle services shall be: (1) 7:1.5 a.m. to 10:30 p.m., between the College campus and sites other than the Airport Parking Lot and Douglas Lot. (2) 7:l5 a.m. to 6:30 p.m., between the College campus and the Airport Parking Lot and Douglas Lot; provided, however, that if no other parking lot is in use, the Airport Parking Lot shall remain open and shuttle service shall be provided until 10:30 p.m. (3) 7:1.5 a.m. to 10:30 p.m., between the Douglas Lot and the Airport Parking Lot; provided, however, that this shuttle service shall only be operated in the event that less than 100 additional parking spaces are provided within 600 feet of the Douglas Lot. H. Costs of Parking Lots and of Shuttle Services. In connection with the City's providing parking lots and operating a shuttle service, the City shall not be required to undertake any costs in addition to the actual costs of operating and insuring the shuttle service and shuttle vehicles. All costs and expenses of the parking lots shall be borne by the College, including, but not limited to, the costs of adequate security, maintenance, and insurance for all parking lots and all necessary parking lot improvements. I. Discontinuance of Parking Lots and Shuttle Service. In the event that the College fails to meet the performance criteria set forth in section 5 herein, such failure shall be an event of - l5 - . . defaul t under this AgreeInent and under the Lease and the ci ty shall be excused from providing further shuttle services and from providing parking lots, provided that the city has complied with the provisions of paragraph C of Section 3 herein. J. Additional Parking at Airport. The city is interested in providing throughout the term of this Agreement and of the Lease at least 250 parking spaces at the Airport in addition to the parking currently available at the Douglas Lot, and in good faith will attempt to do so. Such additional spaces shall be counted toward the 1200 parking spaces the City shall provide pursuant to paragraph B of Section 6, and shall not be in addition to such 1200 spaces. K. Parking at the Civic Center. The City and the College shall negotiate in good faith to enter into an agreement whereby the city shall provide parking at the civic Center Parking Lot and a shuttle service between the College campus and such Lot during the first four (4) weeks of each semester, for a period of no longer than three (3) years from the date of this Agreement, but only so long as space is available in such Lot. The College shall bear the entire cost of all shuttle services provided pursuant to this paragraph. SECTION 7. NOTICES. All notices, demands, requests, or approvals to be given under this Agreement, shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, - 16 - . . postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approval from College to city shall be addressed to City at: City of Santa Monica Office of the City Manager 1685 Main Street Santa Monica, California 90401 Attn: City Manager All notices, demands, requests, or approvals from city to College shall be addressed to College at: Santa Monica Community College District Office of the superintendent and President 1900 pico Boulevard Santa Monica, California 90405 Attn: superintendent and president, URGENT SECTION 8. INDEPENDENT PARTIES. Both parties hereto in the performance of this Agreement shall be acting in an independent capaci ty and not as agents, employees, partners, or joint venturers of one another. Neither party nor its officers or employees shall have any control over the conduct of the other party or any of its agents, employees, or subcontractors. SECTION 9. INTEGRATED CONTRACT. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto regarding the matters set forth herein, except for - 17 - . . those other matters not stated herein that will be negotiated as part of the Lease, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written agreement signed by both parties. SECTION 10. INSURANCE. A. Policies Provided by College for Maintenance and operation of parking Lots. On or before the commencement of this Agreement, College shall furnish the City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance policies as set forth below. College's compliance with the insurance requirements set forth below does not in any way limit College's indemnification obligations as set forth in Section 12 hereof. The certificates of insurance shall contain substantially the following statement: "The insurance covered by this certificate will not be canceled or materially altered, except after thirty (30) days written notice has been received by the City." It is agreed that the college shall maintain in force at all times during the term of this Agreement the following pOlicies of insurance, and that said policies of insurance shall be secured from a financially rated and responsible company or companies, doing insurance business in the state of California: (i) Comprehensive General Liability Insurance. A policy with a minimum limit of One Million Dollars ($1,000,000.00) per occurrence combined single limits for bodily - 18 - . . injury and property damage. This insurance shall include for bodily injury and property damage the following coverages: (1) Premises - Operations. (2) Independent Contractor - Subcontractor. (3) Contractual. (4) Broad form property damage. (ii) Comprehensive Automobile Liability Insurance. A minimum limit of Three Hundred Thousand Dollars ($300,OOO.OO} per occurrence combined single limits for bodily injury and property damage. This insurance shall include for bodily injury and property damage the following coverages: (1) Owned Automobiles. (2) Hired Automobiles. (3) Non-owned Automobiles. B. Policies Provided by City for operation of shuttle Services. On or before the commencement of this Agreement, the City shall furnish College with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance policies evidencing coverage for the operation of shuttle services by the city. The City'S compliance with the insurance requirements set forth herein shall not in any way limit the city's indemnification Obligations as set forth in Section 12 hereof. The certificate of insurance shall contain substantially the following statement: liThe insurance covered by this certificate will not be canceled or materially altered, except after thirty (30) days written notice has been received by the College." The city shall maintain such coverage in force at all times during the term of this Agreement and said policy of - 19 - . . insurance shall be secured from a financially rated and responsible company or companies, doing insurance business in the state of California. C. Workers' compensation Insurance. Concurrent with execution of this Agreement by City, College shall file with the City Manager the following signed certification: I'The College is am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and the College will comply with such provisions before commencing the performance of this Agreement." D. subrogation Waiver. College and City agree that in the event of loss due to any of the perils for which it has agreed to provide insurance, College and City each shall look solely to its own insurance for recovery. Each party hereby grants to the other, on behalf of any insurer providing insurance to either College or the City with respect to the obligations of either herein, a waiver of any right of subrogation which any such insurer of either party may acquire against the other by virtue of the payment of any loss under such insurance. E. Failure to Secure. If College at any time during the term hereof, should fail to secure or maintain the foregoing insurance, City shall be permitted, but has no obligation, to obtain such insurance in the College's name or as an agent of the College and shall be compensated by the College for the costs of the insurance premiums at a rate not to exceed the maximum rate - 20 - .. . . permitted by law computed from the date written notice is received that the premiums have been paid. F. Additional Insured. Each party shall name the other as additional insured on the policies required hereunder. The naming of such additional insured shall not affect any recovery to which such additional insured would be entitled under the policy if not named as such additional insured, and any additional insured named in such pOlicy shall not be held liable for any premium. or expense of any nature on the policy or any extension thereof. Proceeds from any policy or policies shall be payable to the first party primarily and to the second party secondarily, if necessary. SECTION 11. COST OF LITIGATION. If any legal action is necessary to enforce any provision hereof or for damages by reason of any alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs, disbursements, and expenses and such amount as the court may adjudge to be reasonable attorney's fees. SECTION 12. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other, its councilor Board of Trustees, boards and commissions, officers, agents, and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, arising from or in any manner connected to the negligent acts, errors, or omissions of the other party or the other party's officers, - 21 - ~ . . agents, or employees in the acts, duties, and obligations required by the party to be performed under this Agreement. SECTION l2. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which is an original, and all of which together constitute one and the same document. SECTION 13. WAIVER. A waiver by either party to this Agreement of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. SECTION 14. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the state of California. - 22 - . . .. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. CITY OF SANTA MONICA, a municipal corporation By JOHN JALILI City Manager APPROVED AS TO FORM: ROBERT M. MYERS City Attorney SANTA MONICA COMMUNITY COLLEGE DISTRICT By LMCD067jhpca - 23 - ,. PF\OPO-:EO PREF=R=.NT\AL.. PA-l<Kl ~G CSA~A MOt..Jlc..o.: CC' f_F~E .AK=:A , _,... . . . EXHIBIT B . LEGAL DESCRIPTION OF DOUGLAS MUSEUM SITE [To be provided] . . EXHIBIT C Triple Net Lease Provisions All payments of rent to the city as landlord under the Lease referred to in the attached Agreement between the City of Santa Monica and the Santa Monica Community College District are intended to be completely "net" to the city as landlord under the Lease. The rent shall be net of all impositions, all amounts, all costs, all expenses, and all charges of any and every kind whatsoever, whether foreseen or unforeseen, which may be or become due or owing with respect to all or any part of the Property during or for or with respect to all or any part of the Term of the Lease, including, without limitation, all real estate, ad valorem, and other taxes or assessments, possessory interest taxes, water and sewer charges, utility charges of any kind or nature, insurance expenses, maintenance expenses, and all operating costs of any kind or nature whatsoever, and all governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, and each and every installment thereof, which shall or may during the Term of the Lease be charged, laid, levied, assessed, imposed upon, or become payable out of, or become liens upon, or arise in connection with the ownership, leasing, operation, use, occupancy, or possession of, or become due or payable out of, the Property or any part thereof, or be payable for or with respect to the Property, or with respect to the Lease, or the privilege of entering into and holding the Lease, or leasing, or leasing space within, the Property, regardless of whether assessed or levied upon or payable by the city as landlord or the College as tenant, and all amounts assessed against all or any part of the property from time to time pursuant to the terms of the Lease. lmcd068/hpca . E~IT D . ,. , 2800 AVIATION AVENUE Study & Cost Estimate Table of Contents General Information . . . . . . . . . . . . . . . . . Existing First Floor Plan . . . . . . . . . . . . ~ . Existing Basement Plan. . . . . . . . . . Proposed First Floor Plan . . . . . . . . . . Proposed Basement Plan ......... . Site Plan (sketch) ....... . . . . . . Site Preparation Cost Estimate . ~ . . . . Building Preparation Cost Estlmate Costs Not Included in Estimate . . Operational Cost Considerations . . . . . . . . . . . . Page 1 . . . Page 2 (fold out) . . . Page 3 (fold out) . . Page 4 (fold out) . . . . . Page 5 (fold out) . . Page 6 (fold out) . . . . . . Page 7 . Page 8 . . . . Page 10 . . . . . ~age 11 . . . . Prepared by Peter A. Hansen Facilities Services Administrator Santa Monica Co1fege (2l3) 452-9228 February 19, 1988 . . GEIJERAL INFOR~1ATION 2800 AVlation Avenue Parking 250 potential parking spaces additional space for motorcycles and bicycles ~ce Allocation Proposed * 8 Classrooms #1 1st Floor, 1040 square feet 12 II " 1040 " " #3 II II 730 " II , 14 II It 770 " II . 15 " II 730 II II , 1/6 n .. 770 " " . #7 Basement 600 " " , DB " " 600 " II ~ 4 Orfi ces 2 Conference Rooms 2 Work Rooms 1 Kitchenette Area 1 Copy Room Various Storage Space Cost-Estimate * ~ . . $ 17~660. . . . . . . $135,100. . $152,760. . . . . . . . $ 7,638. . . . . . . $160~398. Site Preparation . . . . . . . . BUllding Preparation. . . . Sub Total. . ~ . . . . . + 5% Contingency .... Total Cost-Estimate ...... . . . If cooling added to proposed 1st floor heat/vent system, add $20,000. . ~ 1 Refer to proposed First FlPor Plan & Basement Plan herein. * 2 Refer to Schematic Cost-Estimate Data herein. - . Site Preparation (major cost items) 1) Clear city of Santa Monica storage yard (City or SMe)? 2) 3) 4) 5) Remove chainlink fence (2300LF) as requested Fill in mechanics pit Fill in misc. pits at rear of garage Remove large electrical panel (abandoned) 6) New a.c. paving as follows: a) to level uneven conc. slabs at rear of garage (GOOsf) b) at lot perimeter (3200sf) c) at mechanics pit (500sf) d) misc. areas + repair (600sf) 7) Remove/relocate storage shed 8) Install new chainlink fencing, vehicle and ped. gates, hasps, locks, etc. 9) Clean, prep. lot for stripe IO} Stripe ~250 parking spaces 11) Service electric gate 12) Provide parking lot lighting 13) Signage as r~quired 14) Waste bins (contract service) 15) Trash containers at lot (8) 16) Clean/manicure all landscape SITE. . . . . . $ ~ - 1 - ? 800.00 1,700.00 800.00 500.00 480.00 2,550.00 400.00 480.00 150.00 2,100.00 200.00 800.00 150.00 3,500.00 700.00 350.00 1,200.00 800.00 17,660.00 . . Building Preparation (major cost items) 1) Provide three (3) handicapped access ramps to building, with rails, code 2) Modify three entry doorsets/hardware to facilitate handicapped accessibility Provide 1st floor classroom, conference space with heat/ventilation system, roof mount unit (with cooling $56,000) Service the following equipment: a) basement HVAC heat pump system b) Exhibition Hall heater units c) office window a.c. units (4) d} building domestic hot/cold water system 5) Demolition/removal/relocate a) interior partitions (450LF) b) carpet (673sy) c) storage shelving, relocate (40LF) d) interior security screens (24) e) gas fired wall heaters (16) (leave in place-inop) f) window a.c. units (8) g) misc. (32 man hours) 3) 4) 6) Patch/repair/restore as required 7) Construct interior partitions, soundproof (~80LF) 8) Electrical a) power b) lighting 9) Painting (interior only) 10) Carpeting (--700sy) + base 11) Blinds (36) 12) Boards (16 @ 4' X 8') 13) Projection screens (8) 14) Make 1st floor restroQms (2) and fixtures handicapped accessible 15) Fire Protection hand units (6) - 2 - 4,800.00 1,200.00 38,500.00 200.00 150.00 120.00 150.00 2,500.00 800.00 400.00 300.00 250.00 400.00 800.00 1,500.00 12,800.00 2,000.00 6,500.00 5,800.00 17,500.00 4,500.00 4,000.00 2,400.00 14,900.00 750.00 . . 16) Clocks (l2) 17) Drinking fountains (2) 18) Interior signage 19) Phones (as per Dick Domittan) 20) Floor mats at entries (4) 21) Trash cans/wastebaskets 22) Urns (5) BUILDING.......$ II - 3 - 1,080.00 900.00 500.00 8,000.00 300.00 600.00 500.00 135,100.00 .' , . . Not included in cost-estimate 1) Handicapped accessibility to basement areas 2) Classroom furniture or equipment 3) Office/conference room furniture or equipment 4) Computer equipment/network 5) Copy equipment 6) Food service or vending equipment 7) Exhibition equipment 8) Graphics, poster display, display cases 9) 1st aid supplies 10) Bottled water service 11) Building security system Operational Costs 1) Building, grounds, parking lot maintenance and cleaning, materials and personnel allocation 2) Security 3) Operational/instructional materials/supplies/equipment 4) Insurance - 5) Utilities and phone service 6) Lot sweeping and waste hauling contracts 7) Future facilities modification and expansion , - 4 - , . .EXHIBIT E College's Recommendation Parking Structures for . 1- . A C rT 0 N I DATIl 5/16/8,:_. . TO: 8ONtO OF lRUSTEES SANTA MON I CA 0M4UN I T1 COLLEGE D I STR I cr FROM: SuPER I NTENOENT Nf) PRES I DENT PRtPAAED BY: DEPUTY SUPER INTENDENT RECOM'NOAT,ON 1<<). SlJ!JECT: AGREEMENT WITH THE CITY OF SANTA fC)HICA It is ~~nd.d that 1''''. brd of Truste" approve _d adOpT' ..ttl.rnen+ agreement wfth the City of Sante Nonica tn compromis. and se't'eme~t of a dl$pute and potential rltlgatlon regarding the ..tabllahmont of a preferentl.t parking zone a~ound Sant. Monica College. MOTl ON MA.DE BY; SECONDED BY: STUDENT AllV fSQAY: AY~S: NOES: SUBJECT: RECOMMD.OAT ION NJ. ARCH I TECTUAAL CONlRACT 'OR PMK I NG STRUCTURES IT Is recODlll'lsndeCl that the 8oer'd of TrU5tM$ stop p lann r ng on. 1 ,SOO-s~ace parking structur-e on the softball field and 'nltead COOl'IVI'Ience con.true1'lon ct two parking structures. It i$ further l"ecOIIlI'Iend.d that the Board of Trust... .uthor1 ze The Deputy Superintendent to ne;otiaT. a revIsed archltecturel agreement with Conrad A5SQciates to provide .rchJttctural ..rvicBs nec".lry for desIgn, dev&lopment and constructIon of two pe~kin9 .t~uC1ures on fh. Slnta Monica College campus providing an incr.ase 01 1,200 spaces. Cont~c1' Is 1'0 follow ap9roved form providing for progre.. payMnts. COn,tructlon cost Is estimeTec:1 1'0 be S8 m I ! lion. The arch I teett s f.. will a. $530,000 p I uS rellftt>u,.......nT for' act",a r end fteOlS5ar~ r.lafed expenses. COMHE~T: Thr. Chlhge In parkin; It,..ueture Mllsn refl.cTs erl'enslve discussion with neighborhood eroups end tht Cltv of Stnt8 Monica. 80th of The parking structures wifl bt built sJmulten.o~ly and will be atTraetf~ly landscaped. Prior to oc:cup.ncy Of the struetu,..s, the n.Jihbo~' and the Colltg. will resolv. with the CIty the f~era"~e problem of car ela,... In th4I parking l'trYCtu,..s. The anffc-ipeted combined co., of the parking strue1't,lr.. i. $8.1 l'fti II fon for construc1'fon. Speei * Ie conc:e"tuef en.,..c:terJ.tiea of the ;nd ivltJual .truC'tu,..s are descri bed as tol Jows:- Exhibit E - Page 1 of 2 , . e . One of 'the parkin; struC'tures "r " I>> located en the ..... s5de of the softball fIeld ~h'nd the BUlin... BuJldln9' The structure Will: (a) h.~e I .'ngl. entrance/axlt from 17th Street at Plco !Ivd.: (b) have at 'aasf a "0 foot set beck frOM 16th Street ..fth no parking exit on 16th Street; eel not exceed the hei gh't of the Sus I ne5S Build j ng, -wt II hive one 'evel tie low grad., and 'II' f' ac:cOltlIIl)dat. approxlmat.,y 825 earl; (cD permit the .,.. bt1'~ the new parkrng structure and the street to be converted to an e1'hte1'jc field. Since the M:W athletiC' f 1.14 annat ~~t. a sottH f I fle1 d. the Colleg. will ..crk with the City and The Sant. Monle.-Mallbu Unified School District to try to create an appropri.t. ~ft~' I I.c' I f'ty clot. to the e_us. The other .truC"ture wI I r be Joeat~ on lot.. The structure wI I I: (a) utiJize the .xl.tlng Lot 4 exit on 16th Street.. . right turn only ~it. .na the Col'.ge wll' purlue wit~ the CIty s1gnalltins the intersection ~ 16Th Street end 'ico Blvd.j (b) possibly Include esTablIshing. new ~Jiht tu~n only exI' on Pico 81 'lid . ; (c) not ~c..d ,he height of 'he 8usiness Building and will acconmoda'f'e approxrmately 700 cars; Cd> be conneeted to the exiSTing parking structure. Note; The iS$ue of only bui Idlni one (1) p.rking Itr~ur. and Its r.lp~tlve location Is moot . the dIstrict, as 'the agreement with Th. CIty of SanTa Monica necessitates ~ t.200-car so I ut ion In r.ponse to preferent i a I park j "s. MOT I ON MADE BY: SECONDED BY: STUDENT AllV J SQRY : AVES: NOES: SUBJECT: RtCCMCENQA T ION NO. PRlPAAAT I ON OP' ~ ENV IRONMENTAL IMPACT REPORT Jt i. "'l;OIrIMnd.a That tn. Board of Tt"u.t... take actIon 1'0 lIuthorlze the CIty of Slnt~ Monica to Ic1' .. 'I"ne lo.nt tor the Santa MonIca Collllunity O:lf lege District and Its Board of Trustees In the preparation of an Environmental tmpact Report neg8rding the p~po$ed oon5truction of two on-C.~U5 parking structures tor a net Increase Of approxi..tely 1200 Ot'I"*Campus parking .pac.s_ MOTION ~OE BY: SECONDED BY: STUDENT ADVISORY; A v!S : NOES: EXhibit E - Page 2 of 2