sr-040709-8bc7®
c;cror City Council Report
Santa Monica
City Council Meeting: April 7, 2009
Agenda Item:
To: Mayor and City Council
From: P. Lamont Ewell, City Manager
Subject: Extension of the Master Facilities Use Agreement and Related
Supplemental Agreements with the Santa Monica-Malibu Unified School
District
Recommended Action
Staff recommends that the City Council review and approve the recommendations of
the Adjustment Conference Committee and extend the Master Facilities Use Agreement
and related supplemental agreements with the Santa Monica-Malibu Unified .School
District for an additional three years (ending June 30, 2012) and increase the City's
base payment by the February CPI, with a minimum of 2% and a maximum of 4%, per
the terms of the Agreement. Assuming a CPI adjustment of 2%, funding would .total
$7.6 million for next fiscal year.
Executive Summary
The five-year Master Facilities Use Agreement calls for an adjustment conference in
January 2009 to assess the state of the community use of District facilities, the fiscal
status of the City and the School District and whether to recommend that the Agreement
and related supplemental agreements be extended for an additional three year period
through June 2012. Officials and staff of the City and School District met over the last
three months to review each entity's fiscal conditions and budgetary challenges,
including the challenges facing each as a result of the unprecedented economic
downturn and State budget reductions. The Committee recommends:
• Extending the Master Facilities Use Agreement and related supplemental
agreements through June 30, 2012, maintaining the annual base payment of
$7,494,503 and adjusting that amount by CPI per the terms of the existing
contract. For FY 2009-10, the CPI increase will. be 2%. Additional CPI
adjustments will be made in FY 2010-11 and FY 2010-12.
Convening an adjustment conference each January during the term of the
Agreement to discuss any additional adjustments in payment based on the value
to the City of use of the District's facilities and the City's ability to provide the
School District with additional compensation for the use of District properties.
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• That the City and School District develop a methodology to be used in reviewing
the growth of the City's "Big 8" revenues that looks backwards over the past two
fiscal years but also looks forward to the City's .projected revenues and
expenditures to allow for the consideration of the City's fiscal status, including
projected revenues and expenditures.
• That the School District include and clearly acknowledge annual payments made
by the City in its annual budget as a separate income line item.
That the District continue to maintain the Special Education District Advisory
Committee (SEDAC) or similar public committee. SEDAC or its equivalent shall
review the District's special education policies .and programs, make
recommendations, and report to the Board of Education. The Board of Education
shall hold a minimum of two semi-annual Board meetings on special education
policies and programs. Changes to policies and programs shall be considered
for approval by the Board at a Board meeting.
The current base payment to the School District is $7,494,503. Approval of staff's
recommendations would adjust the base amount by CPI (2%) for a total payment of
$7,644,393 next fiscal year. Staff is currently formulating next year's budget and will
incorporate the new amount into the FY 2009-10 budget and FY 2010-11 budget plan.
Council will formally appropriate funds with the FY 2009-10 budget adoption on June
16, 2009.
Background
Council approved the Master Facilities Use Agreement and related supplemental
agreements in spring 2005. Opportunities for new parks and recreational facilities are
extremely limited within the City's fully built environment. Therefore, the purpose of the
Agreement is to allow the City and the community to use School District playfields,
recreational facilities and buildings which are under-utilized during non-school hours.
The Agreement provides unrestricted revenue to the School District in return for use of
District facilities. The School District has utilized City funds to support the District's goal
to promote extraordinary achievemeht for all students while simultaneously closing the
achievement gap. The Agreement spans five years (July 2004 to June 2009) with two
renewal options that would extend the agreement to June 30, 2014. The City pays the
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School District an annual base payment of $6.0 million; which has been adjusted each
year per the terms of the Agreement and now totals $7,494,503. This payment is in
addition to the funds contributed by the City for programs and services it provides at
District school sites, which total approximately $2.5 million this year and for which the
City received $661,000 in fee revenue. The City provides approximately $26 million
annually in community-based youth programs. The Agreement calls for an adjustment
conference to be held in January 2009 to assess the state of community use of District
facilities, the fiscal status of the City and the School. District and whether to' recommend
that the Agreement be extended for an additional'three year period through June 2012.
The adjustment conference committee convened its first meeting on January 26, 2009
with two subsequent meetings on February 4th and February 23`d. Adjustment
conference participants included Mayor Ken Censer, Mayor Pro Tempore Pam
O'Connor, School Board President Ralph Mechur, Vice President Barry Snell, School
District Superintendent Tim Cuneo, City Manager P. Lamont Ewell, Deputy City
Manager Elaine Polachek, City Finance Director Carol Swindell and School District
Finance Director Janece Maez.
Discussion
Fiscal Conditions
As part of its charge, the committee discussed the budgetary and fiscal conditions of
each organization, including the challenges facing each as a result of the
unprecedented economic downturn and State budget reductions. The City is facing
significant reductions in its revenues including projected reductions in sales and use tax,
transient occupancy tax and .property tax. The most recent five year forecast showed
revenue projections for FY 2008/09 with expected receipts $1.8 million below budget
estimates; however, conditions are continuing to deteriorate and the next set of
projections will show a further decline in revenue. These declines, as a result of the
unprecedented economic downturn, are expected to continue into 2010 and perhaps
beyond. Additionally, the City faces challenges in FY 2011/12 as a result of CaIPERS'
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decline in investment income, which will cause a significant increase in employer
contribution rates for employee retirement benefits. Given current projections, the City
estimates a budget shortfall of over $8 million in FY 2009/10, but this number is
expected to deteriorate further based on recent revenue information. The City Manager
has implemented a hiring freeze and has asked departments to identify 3% savings in
their FY 2008/09 budgets and prepare FY 2009/10 budget proposals containing
expenditure reductions totaling 5%. Overall fiscal conditions are continuing to
deteriorate as a result of the significant economic downturn and additional budget
adjustments may be needed in order to ensure that a structural deficit does not exist.
The School District is also facing significant reductions in revenue as a result of State
budget cuts. The School District receives 73% of its revenue from the State and about
4% of its revenue from the federal government. The School District is projecting a loss
of approximately $12 million in State funding over the next two fiscal years. As a result,
the School District has identified a number of proposals to close their funding gap
including a hiring freeze, increasing class size, reductions in the central administrative
office, health benefits, contracts and elementary school music.
Revenue Performance
The Agreement calls for an evaluation of the performance of eight of the City's General
Fund revenue sources as a basis for recommending adjustments to the City's base
payment to the School District. The "Big 8" revenue sources are property tax, sales tax,
utility user tax, transient occupancy tax, business license tax, real property transfer tax,
parking facilities tax, and fines/forfeitures.
The Agreement specifies two conditions whereby the adjustment conference will
discuss adjusting the base payment. The first condition is whether the growth of these
revenues for the two year period between July 1, 2006 and July 1, 2008 exceeds 4°!°
and the second test is whether the growth of these revenues exceeds CPI by 1.25% in
each of the two fiscal years. Neither of these tests was met over the last two fiscal
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years: However, committee members acknowledged the continued need to provide
monetary support to the District, in the form of compensation for use of facilities,
particularly in these difficult economic times, while minimizing the reduction in other City
services. Therefore, the committee recommends that a CPI increase be applied to the
base annual payment to the School District per the terms of the agreement.
Committee Recommendations
The Adjustment Committee recognized that the community's desire for and commitment
to excellent public schools is balanced with their expectations for a wide range of
municipal services and programs as well as a safe and well-maintained City
infrastructure. Accomplishing both goals will be especially challenging over the next
three years of this Agreement. With this in mind, the committee recommends extending
the Master Facilities Use Agreement. and related supplemental agreements through
June 30, 2012, maintaining the annual base payment of $7,494,503 and adjusting that
amount by CPI which will result in an additional $149,890 to the School District. Each
January during the term of the Agreement, the committee recommends that the City and
School District reassess their respective needs and ability to provide services for their
constituents. An adjustment conference will be convened to discuss any additional
adjustments in payment based on the value to the City of use of the District's facilities
and the City's ability to provide the District with additional funding.
The Adjustment Committee also discussed developing a methodology to be used in
reviewing the growth of the City's "Big 8" revenues that looks backwards over the past
two fiscal years but also looks forward to the City's projected revenues and
expenditures. This allows for the consideration of the City's fiscal status, including
projected changes in fiscal conditions and the need to consider other services to the
community.
Staff has identified several other issues that could significantly impact the City's fiscal
health and should be considered relative to the City's ability to provide additional
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funding to the School District. State revenue grabs are still possible given the continued
economic downturn. In addition, significant legal judgments against the City cannot be
predicted and could seriously affect available resources. Moreover, the Agreement only
recognizes changes in the City's largest revenues as a basis for recommending
adjustments to the base payments. It does. not address situations like the present
economic downturn where revenues are declining precipitously, nor does it consider
needed changes in services provided to the community in other General Fund
supported areas. The City must consider all services needed and desired by the
community and balance those needs with the funding provided to the School District.
Accountability
Both the City and the School District agree that it is in the best interest of the community
if the benefits of the Agreement as well as the financial status of the two organizations
continue to be well understood. And while both organizations acknowledge and agree
that the decisions on use of the City's payments are best left to the discretion of the
Board of Education, an extension of the Agreement will continue to call for School
District accountability to the community.
To that end, the District will include and clearly acknowledge annual payments made by
the City in its annual budget as a separate income line item.
The March 2008 Lou Barber & Associates evaluation of the School District's Special
Education services made 27 recommendations. One of those recommendations was to
create a culture of transparency and openness in dealing with all stakeholders. The
proposed Agreement extension requires that the District continue to maintain the
Special Education District Advisory Committee (SEDAC) or similar public committee.
SEDAC or its equivalent shall review the District's special education policies and
programs, make recommendations, and report to the Board of Education. The Board of
Education shall hold a minimum of two semi-annual Board meetings on special
education policies and programs. Changes to policies and programs shall be
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considered for approval by the Board at a Board meeting.
Financial Impacts & Budget Actions
The current base payment to the School District is $7,494,503. Approval of staff's
recommendations would adjust the base amount by CPI (2%) for a total payment of
$7,644,393 next fiscal year. Future adjustment conferences will be convened to discuss
any additional adjustments in payment based on the City's ability to provide the District
with additional compensation for use of District facilities. If additional adjustments are
not possible, the payments will increase by CPI in years two and three of the
Agreement. Staff is currently formulating next year's budget and will incorporate the
new amount into the FY 2009-10 Budget and FY 2010-11 Budget Plan. Council would
formally appropriate funds with the FY 2009-10 budget adoption on June 16, 2009.
Attachment 1 -Proposed Extension to Master Facilities Use Agreement
Prepared by: Elaine Polachek, Deputy City Manager
roved and Forwarded to Council:
/~
P. amon Ew
ity Manager
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Attachment 1
AMENDED AND EXTENDED MASTER FACILITIES USE AGREEMENT
THIS MASTER FACILITIES USE AGREEMENT EXTENSION ("Agreement") is entered
into this day of , 2009, by and between the CITY OF SANTA MONICA, a
municipal corporation and charter city ("the City"), and the SANTA MONICA-MALIBU UNIFIED
SCHOOL DISTRICT, a unified school district ("the District"), each duly organized and existing
under the laws of the State of California.
RECITALS:
A. The City and the District share mutual goals in assisting in preparing youth to become
productive members of society and support each other's efforts in that regard.
B. Many of the City's projects and programs for children, youth and their families and
certain activities provided by Santa Monica youth-serving non-profit organizations take place at
public parks, playgrounds, play fields, andpther City-owned recreational facilities.
C. However, the City's playgrounds, play fields, and recreational facilities are limited in size
and are not sufficient to accommodate all of the current recreational needs of the community's
children and youth and their families.
D. Opportunities to create new parks and recreational facilities are limited because the
City's total land area is very small -approximately eight square miles -and the City is fully built-
out.
E. Additionally, land values are very high within the City and are rising.
F. The District owns and operates school sites within the City which include playgrounds,
play fields, recreational facilities and buildings which are under-utilized during non-school hours.
G. The City and District desire to enter into a master agreement which will allow City and
community use of school facilities within the City to meet certain recreational and other needs during
hours when the facilities are available for such use, allowing the District to benefit from such use of
the facilities through the generation of revenues for the maintenance of the District's education
programs.
H. It is the intent of the City and the District to maximize the exchange of value -
community use of District facilities within the City and revenue flow to the District.
I. It is recognized by the City and the District that new and ongoing resources are desired
and necessary to fully support the strategic plan(s) and the community's expectations of both
organizations.
J. The District understands that the City's continued financial contributions help support
and enhance the educational enrichment of Santa Monica's children.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. TERM.
The term of this Agreement, initially shall be five years commencing on July 1, 2004, and
ending on June 30, 2009, shall be extended 3 years (ending June 30, 2012) and in 2012 may be
extended for an additional 2 years (ending June 30, 2014).
2. SUPPLEMENTAL USE AGREEMENTS.
Supplemental Use Agreements, governing specific programs and projects, are contemplated
by the parties and shall be executed pursuant to this Master Facilities Use Agreement. -This
provision shall not be construed to prevent the City and the District from entering into other
agreements relating to school sites and facilities within the City not specifically mentioned herein, or
as the parties may desire.
3. PREMISES.
The premises governed by this Agreement ("the Premises") shall consist ofplaygcounds, play
fields, and structures available for City and community use at the District's school sites in Santa
Monica. The particular facilities which the City will use at each site shall differ for each program or
project and shall therefore be specified in Supplemental Use Agreements governing specific
programs and projects operated by the City on District property. However, in general, in making its
facilities available pursuant to this Agreement and the various Supplemental Use Agreements, the
District shall give the City priority over other non-District users.
4. USE OF PREMISES.
The Premises shall be used by the City to provide supervised and unsupervised recreational
opportunities, child care, enrichment classes, and other services. Specific programs and projects
shall be governed by Supplemental Use Agreements that establish operating guidelines for said
programs and projects. Premises may also be made available by the District for use by non-profit
organizations providing programs and activities for Santa Monica youth and other users to the extent
the uses and scheduling are not in conflict with the provisions of the Supplemental Use Agreements
pursuant to this Section.
5. COMPENSATION.
A. In consideration of City and community use of School District facilities in Santa Monica
and its associated benefits, the City shall pay the District for use of the Premises described in this
Agreement initial Annual Base Payments totaling Six Million Dollars ($6,000,000). Payment shall
be made in two equal installments, one half by January 1st and one half by April l st. In determining
compensation, the City and District have not appraised the value of the Premises and do not assert
that $6,000,000 represents the precise value of the facilities the City may access under this
Agreement. During the term of this Agreement, the base paymenf may be adjusted as described
below in this Section 5.
B. Annual Adjustments Based on the Consumer Price Index. Annual Base Payments will be
adjusted by the Consumer Price Index for all urban wage earners and clerical workers for LA/LB
SMSA (CPI), as measured from February to February with a minimum 2% and a maximum 4%
adjustment.
C. Periodic Adjustments Based on Facility Use and Revenues.
(1) In January 2007 the parties will convene an adjustment conference to assess the state of
community use of the Premises and the fiscal status of the two organizations with the
objective of adjusting the current payments for the use of said facilifies upward or downward
by a maximum of $1,000,000.00, or holding payments constant for-the fiscal year beginning
July 2007. The adjustment conference participants ("conferees") will consist ofthe following
persons: the City Manager, Superintendent of Schools, the Finance officers of both the City
and the District, the Mayor, and the School Board President. The conferees will participate in
the adjustment conference with the objective to have recommendations before the City
Council and School Board by March 1, 2007.
(2) In assessing the fiscal status of the City in order to establish the payments for the use of
the Premises, the total of the following "Big Eight' General Fund revenue sources will be
used: 1) property tax, 2) sales tax, 3) utility users tax, 4) transient occupancy tax (TOT), 5)
business licenses tax, 6) real property transfer tax, 7) parking facilities tax, and 8)
fines/forfeitures. Additionally, the City and District will develop amethodology to be used
in reviewing the growth of the City's "Big 8" revenues that looks backwards over the past
two fiscal years but also looks forward to the City's projected revenues and expenditures to
allow for the consideration of the City's fiscal status, including projected revenues and
expenditures.
(3) If the actual growth of the "Big Eight" revenues (see subsection (2) above) over thetwo-
year period July 2004 to July 2006 exceeds the increase of CPI for the same period by 4%
and the increase in each of the. years July 2004 to July 2005, and July 2005 to July
2006exceeds the CPI for the same periods by at least 1.25%, the conferees will discuss
adjusting the base payments by an additional '/4 of 1% of the average of the actual "Big
Eight" revenues for the fiscal year beginning July 2004 and the fiscal year beginning July
2005 to a maximum of $1,000,000.00 effective July 2007. While the result of the discussions
cannot be predetermined, the conferees will be mindful of the intent of this Agreement in
approaching the discussion.
(4) If the actual growth of the "Big Eight".revenues over the two year period July 2004 to
July 2006 exceeds 'the increase in CPI for the same period but does not reach the level
specified in subsection (3), above, the conferees will discuss whether to recommend if there
should be any adjustment to base payments effective July 2007 above that specified in
Section B above. While the result of the discussions cannot be predetermined, the conferees
will be mindful of the intent of this Agreement in approaching the discussion.
(5) If the actual growth of the "Big Eight" revenues over the two year period July 2004 to
July 2006 does not increase by at least the increase in the CPI for the same period, the
conferees will discuss whether: 1) base payments should be held constant, 2) the CPI
contemplated in Section B, above, withheld, or 3) base payments reduced by some amount
which in no case would exceed $1,000,000.00 effective July 2007. While the result of the
discussions cannot be pre-determined, the conferees will be mindful of the intent of this
Agreement in approaching the discussion.
(6) In January 2009, the adjustment conference described above was convened to assess the
state of community use of the Premises and the fiscal status of the two organizations and
discuss whether to recommend that this Agreement should be extended for an additional 3
years (ending June 30, 2012). The procedures described in subsections (3), (4) and (5)
above, were used to set the FY 2009/2010 base payments, except that the periods of actual
revenue and CPI increase comparison were July 2006 to July 2008 and the previously
adjusted maximum was adjusted by the change in CPI for the same period, providing a new
maximum cap on any adjustment upward or downward. Each January during the term ofthe
Agreement, an adjustment conference will be convened to discuss any additional adjustments
in payment based on the value to the City of use of the District's facilities and the City's
ability to provide the School District with additional compensation for the use of District
properties.
(7) In January 2012, the adjustment conference described above will be convened to assess
the state of community use of the Premises and the fiscal status of the two organizations and
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discuss whether to recommend that this Agreement should be extendedfor an additional 2
years (ending June 30, 2014), using the formula described in subsections (3), (4) and (5)
above to set the FY 2012/2013 base payments, except that the periods of actual revenue and
CPI increase comparison will be July 2009 to July 2011 and the then current maximum on
any adjustment upward or downward will again be adjusted by the change in CPI for the
same period, providing a new maximum cap.
(8) Notwithstanding the foregoing provisions of Section S.C., if in each of any two
consecutive fiscal years over the term of this Agreement-the actual growth of the total "Big
Eight" revenues exceeds 7.5%, the conferees will meet in January to discuss adjusting
payments above the then applicable cap effective July 1 of the same calendar year. If in each
of any two consecutive fiscal years over the term of this Agreement the actual revenue from
the total "Big Eight" revenues declines by 7.5%, the City may convene the conference to
discuss temporarily suspending this Agreement.
6. RESPONSIBILITIES OF THE PARTIES.
A: The City's Director of Community and Cultural Services shall be responsible for the
direction and supervision of the City's programs and projects on the Premises.
B. The Superintendent of the District or his or her designee, and the. Director of Community
and Cultural Services, or his or her designee, shall jointly establish a Master Calendar for the City's
use of the Premises for-the ensuing fiscal year no later than the ls` day of July of each year.
Revisions may be made throughout the year upon mutual agreement ofthe Superintendent of District
and the Director of Community and Cultural Services.
C. The Districtshall ensure that clean and conveniently located restroom facilities are open
and available for use by participants in all City operated programs and projects.
D. Responsibility for maintenance, repairs, custodial services, utility payments, staffing and
security relating to the City's use of the Premises for particular programs and projects shall be
specified in Supplemental Use Agreements.
E. The District's responsibility for providing equipment and improvements for specific City
programs and projects shall be specified in Supplemental Use Agreements. Except as so specified,
necessary improvements and equipment shall be purchased, owned, installed, maintained and
repaired by the City.
7. ACCOUNTABILITY.
A. The parties agree that the best interests of the public will be served if the benefits of this
Agreement as well as the financial status of the two organizations. are well understood. To that end,
the City Manager and Superintendent will prepare an annual report on the status of this Agreement
for presentation to the City Council and Board of Education in conjunction with the annual budget
cycles of the organizations. Additionally, the District will include and clearly acknowledge in its
annual budget as a separate line item, the payments made by the City pursuant to this Agreement.
The City and the District will make the annual report and their proposed and adopted budgets
available at public libraries and on-line and will continue to seek ways to make complex financial
information more understandable to the community. Both organizations will observe the provisions
of the Brown Act in regard to this Agreement, as in all matters of governance subj ect to the terms of
the Act.
B. If, at anytime, the City Council determines that the District is not in compliance with this
Agreement, the City Council shall direct the City Manager to provide 30-days written notice to the
District Superintendent of the default and the opportunity to cure. The City Manager and District
Superintendent shall meet and confer during the 30-day cure period. If the default is not cured to the
satisfaction of the City, the City Manager may delay all or a portion of one installment of the
payments; in an amount proportionate to the nature of the default, until the default is cured.
C. The District will continue to benefit from the advice of its Financial Oversight
Committee.
D. Additionally, the District shall continue to maintain the Special Education District Advisory
Committee (SEDAC) or similar public committee. SEDAC or its equivalent shall review the
District's special education policies and programs, make recommendations, and report to the Board
of Education. The Board of Education shall hold a minimum oftwo semi-annual Boardmeetings on
special education policies and programs. Changes to policies and programs shall be considered for
approval by the Board at a Board meeting.
8. TERMINATION OF RIGHTS.
The City and the District may mutually agree to terminate this Agreement. hi that event,
District shall have the option ofpurchasing from the City, all or any part of the fixed improvements,
of any kind or nature whatsoever, installed by the City on the Premises. In the event the District
elects not to purchase all, some or any of said improvements, the City shall remove those items not
purchased from the Premises. In such event, the City shall restore the grounds in the azea of such
removal operations to a neat, clean and acceptable condition.
In the event the District intends to dispose of the Premises, the City shall have the right of
first refusal to purchase or lease said site or facility to the extent permissible by law. Any such
purchase shall be at a price negotiated by the parties or, if the purchase ispursuant to the Naylor Bill
or any state law providing City the right to purchase District land at a price other than fair market
value, then at such price as is determined using the provisions of state law. The City shall provide
written notice to the District of its intent to purchase or lease the Premises, or anypart thereof,
pursuant to this Section within 90-days of agreement to terminate, or within such other time as is
required by state law if the Premises is purchased pursuant to state law.
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The City and District understand that if any initiative is approved by the voters that would
adjust or amend the City Charter for the purposes of funding educational programs, this Agreement
is no longer binding.
9. MUTUAL INDEMNIFICATION.
A. Indemnification bythe District. The District hereby agrees to defend, indemnify and hold
harmless the City of Santa Monica, its City Council, boards and commissions, officers, agents,
employees, and volunteers (collectively "City") from and against all claims, damages, losses,
expenses, demands, liability, lawsuits, and judgments including, but not limited to, attorney's fees,
arising directly or indirectly from or in any manner related to the District's possession, occupancy or
use of the Premises pursuant to this Agreement or arising from or in any manner connected to the
District's business, activities, operations, services or work conducted in, or about the Premises,
except as otherwise expressly stated herein. For purposes of this pazagraph, District use of the
premises shall also include use by any organization, entity or individual other than the City and the
City's agents. However, the District shall not be required to indemnify the City where such claim
arises from the negligence or wrongful misconduct of the City. The City shall promptly notify the
District of any claim and cooperate with the District in connection with the defense of such claim.
B. Indemnification by the City. The City hereby agrees to defend, indemnify and hold
harmless the District, its Board of Education, committees, officers, agents, employees, and
volunteers (collectively "District") from and against all claims, damages, losses, expenses, demands,
liability, lawsuits and judgments including, but not limited to, attorney's fees arising directly or
indirectly from or in any manner related to the City's possession, occupancy or use of the Premises
pursuant to this Agreement or arising from or in any manner connected to the City's business,
activities, operations, services or work conducted in or about the Premises, except as otherwise
expressly stated herein. The City's indemnification extends to all City uses and any community user
groups pursuant to Supplemental Use Agreements. However, the City shall not be required to
indemnify the District where such claim arises from the negligence or wrongful misconduct of the
District. The District shall promptly notify the City of any claim and cooperate with the City in
connection with the defense of such claim.
C. Survival of Section. This Section shall survive the expiration or eazlier termination of
this Agreement.
10. INSURANCE.
Prior to execution of this Agreement, the District and the City shall procure and thereafter
maintain insurance against claims for injuries to persons or damage to property arising from or in
connection with use of the Premises pursuant to this Agreement as specified in Attachment A. The
.acquisition and maintenance of such insurance shall not affect the obligation of indemnity
established by Section 9 of this Agreement.
11. COMPLIANCE WITH LAW.
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All activities undertaken pursuant to this Agreement shall be in accordance with all
applicable ordinances, resolutions, statutes, rules and regulations of any federal, state or local
governmental agency of competent jurisdiction.
12. 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 fifth
business day after deposit in the United State mail, postage prepaid, registered or certified, addressed
as follows:
All notices, demands, requests or approval from the District to the City shall be addressed to
the City at:
Department of Community and Cultural Services
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Attn: Director
Allxequests for payment shall be addressed to:
Department of Finance
City of Santa Monica
1717 4`h Street, Suite 250
Santa Monica, CA 90401
Attn: Director
All notices, demands, requests or approval from the City to the District shall be addressed to
the District at
Santa Monica-Malibu Unified School District
1651 16`h Street
Santa Monica, CA 90404-3891
Attention: Asst. Supt. of Fiscal and Business Services
13. AMENDMENTS TO AGREEMENT.
In recognition of the fact that economic and other circumstances affecting the parties'
participation in this Agreement are subject to fluctuation and change, the parties expressly note and
agree that this Agreement may be amended or modified at any time by agreement ofthe parties. Any
amendment to or modification of this Agreementshall be in writing and shall be effective only upon
approval of the City Council of the City and the Board of Education of the District.
14. INTERPRETATION OF AGREEMENT.
The terms" of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply. The section headings
are for purposes of convenience only.
15. INTEGRATION OF AGREEMENT.
It is understood that there are no oral agreements between the parties hereto affecting this
Agreement and the subject matter thereof and this Agreement supersedes and cancels any and all
previous negotiations, arrangements, oral agreements and understandings, if any, between the parties,
and none shall be used to interpret this Agreement.
16. SEVERABILITY.
In the event that part of this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not
affect any of the remaining portions of this Agreement which are hereby declared as severable and
shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so
material that its invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
17. ATTORNEY'S-FEES.
If a party to this Agreement is required to initiate or defend, or is made a party to, any action
or proceeding in any way connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be
entitled to reasonable attorney's fees.
18. APPLICABLE LAW.
This Agreement shall be construed and interpreted under and governed and enforced
according to the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Master Use Facilities Agreement as
of the day and year first above written.
CITY OF SANTA MONICA,
a municipal corporation
ATTEST:
MARIA STEWART
City Clerk
APPROVED AS TO FORM:
MARSHA JONES MOUTRIE
City Attorney
By
P. LAMONT EWELL
City Manager
SANTA MONICA MALIBU UNIFIED SCHOOL
DISTRICT, a unified school district
By
Title:
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