O5458
. -l UYdYC1Ut #" 5'f5~
DEVELOPMENT AGREEHENT CC~
J
THIS DEVELOPMENT AGREEMENT ( "Agreement" ) ~s entered lnto
fLlli of JJO.ll~n1W ' 1989, between the SANTA
thls day ,
MONICA COMMUNITY COLLEGE DISTRICT and the BOARD OF TRUSTEES OF
THE SANTA MONICA COMMUNITY COLLEGE DISTRICT (hereinafter referred
to as the "D~strlct" and the "Board of Trustees," respectively) ,
and the CITY OF SANTA MONICA, a municipal corporation organized
and existlng pursuant to the laws of the State of California and
the Charter of the City of Santa Monica ("city"), with reference
to the following facts:
A. On May 17, 1988, the City and the District entered into
Contract Number 5InO (CCS) regarding: (i) the establishment of a
preferential parking zone around Santa Monica college
("Collegen) ; ( ii) the lease by the City of certain structures at
the Santa Monica Airport to the District for use as additional
classroom facilitles; (iii) the construction of two parking
structures by the District on the College campus; and (iv) the
provision by the City of temporary parking lots and a shuttle
service for use by College employees, students, and College
visitors. On June 14, 1988, a preferential parking zone was
established around the College by the City pursuant to Ordinance
Number 1444 (CCS). On July 1, 1988, the City leased the
additional classroom facilities at the Airport to the District
pursuant to Contract Numher 5201 (CCS) ("Lease"). On or about
July 1, 1988, the City comm4nced the shuttle service troll the
temporary parking lots. This Agreement is entered into regarding i.
the construction of the two parking structures on the College
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campus to mltlgate certaln envIronmental lmpacts created by the
establlshment of the preferentlal park1ng zone.
B. Pursuant t.o Callfornla Government Code Sections 65865
et seq. and Santa Mon1ca MunIcIpal Code Sectlons 9800 et seq. ,
the City 1S authorIzed to enter lnto b1nding development
agreements with persons havlng legal or equitable 1nterests In
real property for the development of such property.
C. District IS the legal owner of certaln real property
( "Property" ) located in the CIty of Santa MonIca, California, as
more particularly described 1n Exh1bit A, which is attached
hereto and incorporated herein by t~is reference.
D. District as the developer has requested that City enter
into this Development Agreement ( 11 Agreement It ) regarding the
construction of two parking structures on the Property. District
has paid all necessary costs and fees associated with the City's
processing of this Agreement. City has complied with all
procedures required by Santa Monica Municipal Code Sections 9800
et seq. regarding the processIng of this Agreement.
E. The City has caused to be prepared a comprehensive
Environmental Impact Report which analyz.as in de ~il the
environmental effects of all aspects of the proposed development
of the Property. The City considered the Environmental Impact
Report in conjunction with the approval of this Agreement. The
Environmental Impact Report was prepared, processed, reviewed,
and approved in conformity with ~alifornia Public Resources Code
Sections 21000 et seq. and the City of Santa Monica Guidelines
for Implementation of the California Environmental Qual i ty Act,
adopted by Resolution Number 6694 (CCS).
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F. The City Councll af the City has found that thIs
Agreement is consistent wlth the General Plan of the CIty of
Santa MonIca and any applIcable speclfic plans of the Clty of
Santa Monica.
NOW, THEREFORE, In consIderation for the covenants and
condItions hereInafter set forth, the partIes hereto do hereby
agree as follows:
~ OEFINITIONG For purpcses of this Agreement, the
following terms and phrases shall be interpreted as hereInafter
defined, unless the context clearly indicates a contrary Intent
of the parties:
Buildinq Heiqht: shall be as set forth in Section 3, and
shall be defined as the vertical distance measured from the
average level of highest and lowest point of that portion of the
lot covered by the building to the highest point of the roof
excluding parapets, stairways, ventilating fans or similar
equipment required to operate and maintaIn the building.
Subterranean parking areas located below the average ground level
shall also be excluded from building hp-ight.
City: the City of Santa Monica, a municipal corporation,
organized and conducting business pursuant to the laws of the
state of California and the Charter of the City of Santa Monica.
City Manaqer: the city Manager of the Clty.
District: Santa Monica community College District,
developer of the Project.
Floor Area: shall be consistent with and governed by the .
zoning Ordinance.
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General Plan: the cc~prer.ens l";e, long-term general pian
for the physlcal development of the C1ty of Santa Monica pursuant
to California Government Code Sectlons 65300 et. seq.
Ll.:CE: the Land Use and CIrculatIon Element of the General
Plan of the Clty.
Planninq CommiSSIon: the PlannIng CommIssion of the City.
Proiect: the proposed development of the Property as 1S
more partlcularly descrIbed 1n Section 3 of thls Agreement and 1n
the Project site Plan.
proiect Plans: those certain Project Plans dated June 19,
1989 (including renderings) prepared by Conrad Associates (as the
same may be amended from time to time 1n accordance with the
terms of this Agreement) which are attached hereto as Exhibit B
and incorporated herein by this reference and which set forth the
basic guidelines and scope for the development of the Project.
Parkinq structures: the two parking structures to be
constructed on the Property, as more particularly described in
section 3 of this Agreement and 1n Exhiblt B.
property: the real property on which the Project will be
developed and which is more particl'larly described in Exhibit A.
zoninq Administrator: the ZonIng Administrator of the
city.
2. DBSCRIPTIOH OP THB PROPERTY. The Property described in
Exhibit A consisting of two ( 2) lots commonly known as "Parking
Lot 4" g.~ld "Parking Lot 8," respecti vel y .
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3. DESCRIPTION OF PROJECT.
A. T\io Parkinq Structures. The ProJect lncludes all
aspects of the proposed development of the Property w1th two ( 2 )
Parking structures Wh1Ch are more particularly described here1n
and 1n Exhiblt B, includlng the following components:
1. The " Lot 4 Parklng Structure" shall be
constructed on Parking Lot 4 . It shall contain approximately
182,000 square feet of Floor Area and provlde approxlmately 402
full size and 292 compact non-tandem parking spaces. The Parking
Structure shall not exceed four levels and a Buildinq Heiqht of
40 feet. One level shall be at glade and the three others shall
be above grade. The structure shall utilize the existing exit on
16th street as a right turn only.
2. The "Lot 8 Par]ung structure" shall be
constructed on the College Softball Field. It shall contain
approximately 238,000 square feet of Floor Area and provide
approximately 485 full size and 359 compact non-tandem parking
spaces. The Parking structure shall not exceed five levels with
one level of subterranean parking, one level of at grade parking,
and four levels of above-grade parJ...inq. The Parking structure
shall not exceed a Building Height of 38 feet. The structure
shall have one entrance and exit from 17th street at Pica
Boulevard. The structure shall have no exit onto 16th street.
The structure shall be set back a minimum of one
hundred twenty-four (124) feet from ~6th street curb!ine.
3. The total Floor Area of the Project shall not
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exceed 420,000 square feet.
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B. Landscaplnq. i..andscaplng shall be as set forth in
Exhlblt B.
C. yehicular and PedestrIan Access and Clrculatlon.
Standard Slze parking spaces shall be at least 8.5 feet wlde by
18 feet. Compact parklng spaces shall be at least 7.5 feet wide
by 15 feet. The Parking Structures shall have ingress and egress
from several locatlons on the Property as shown on Exhlbit B.
.t. ~PPROVED USES. By the executlon of this Agreement, the
City specifically approves the use of the Property for
College-related parking.
5. TIMING OP CONSTRUCTION.
A. Not less than 30 days prior to the District's
commencement of construction of the Parking structures, District
shall submit all construction plans to the City for review to
confirm that the constructlon plans comply with thlS Agreement.
City shall review such constructlon plans and shall notlfy
District that such plans do or do not comply with this Agreement
within fourteen (14) days of receipt of such construction plans.
B. District shall simultaneously bid the construction of
the two Parkinq structures, and shall complete construction of
both ot the parking Structures and of the improvements in
accordance with the following deadlines:
.
( i) District to Obtain Office of state
Architect (OAS) Approval November 21, 1989
(ii) District to Award Bid January 8, 1990
.
(iii) District to Commence Construction February 15, 1990
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(IV) DIstrIct to Complete ConstructIon AprIl 15, 1991
DIstrIct must commence constructIon of both Parklng Structures on
or before February 15, 1990, and, subJect to extensIon of
deadlines as set forth below, complete constructIon of such
ParkIng structures and all on-sIte and off-site improvements
required in connection therewlth wIthIn fourteen (14) months
after commencement of such constructIon. If Distrlct falls to
commence and complete constructIon within such period, City may
terminate this Agreement, in addltion to such other remedies as
are set forth in Contract No. 5100 (CCS) .
C. Extension of Deadlines. The failure of the District or
the City to meet the performance deadlines set forth above shall
not be an event of default if the District or City is prevented
from doing so by reason of events or circumstances beyond the
control of either the City or the District. In this regard, the
parties acknowledge that obtainlng OSA approval as set forth in
item (i) of paragraph A above is an event beyond the control of
either party. In the event that either the City or the District
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 District is
prevented from complying with any of the deadlines set forth
above fo;" a period of more than sixty (60) days, the parties
shall attempt, within an additional thirty (30) days, to aqree 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
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Agreement and shall be an event of default Linder the Lease;
provlded, however, that the College's fallure to obtain OSA
approval shall not ter-runa ce ..........- Agreement or be cons idered an
...........i,,~
event of default under the Lease unt1.1 the eXp1.ratlon of an
addlt.lOnal th1rty (30) day per1od. Both part1es shall be
reasonable 1n thelr attempt to negotlate any new deadlines.
D. Dlstr1ct shall be requ1red to comply with all
requirements of the Off1ce of the State Archltect ( "OSA" ) and to
obtain OSA approval of the ProJect pr10r to commencement of
construction. In the event of a conflict between requirements of
the City and of OSA, OSA requirements shall prevail.
,. PROJECT MITIGATION MEASURES. To comply with applicable
provisions of the General Plan and to mitigate specific burdens
upon the community resulting from construction of the Parking
structures, District agrees to provide the following project
mitiqation measures:
A. Physical Mitiqations.
( 1) Pavement treatments shall be applied to each
Parking structure to mitigate noise ~ffects as follows: Pavement
to be hand trowel finished with magnesium trowel. Finish shall
be in rotary pattern to obtain sweated swirl finish. Finish
shall be subject to architect's approval. Medium broom finish at
right anqles to flow of traffic shall be acceptable alternate.
(2) Exterior lighting of each Parking structure shall
be shielded and directed away from surrounding residential uses.
(3) Openings on each level of the Parking structures
shall be designed to eliminate direct exterior penetration of
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headllghts of vehlcles \o/lothlon the Structures. No open long shall
be allowed on the west wall of elther Parklong structure on the
second and third levels.
( 4 ) Materials used for the roofs and exterlor facades
of each Parklong Structure shall be of a non-reflective nature.
(5 ) Dlstrict shall pay Clty one-fourth (1/4) of the
cost of acqulsition and .lnstallation of traffic signal
lmprovements at the intersection of Pico Boulevard and 16th
street and for the left turn slgnal at the extension of 17th
Street at Pico Boulevard as may be required by the City if in
City's sole discretion it determines such signal improvements are
needed.
(6) Siqnage at the Sixteenth street exit of Lot 4
shall indicate right-turns only.
(7) The District shall reimburse the City for the
cost of installing a raised center median divider along sixteenth
street adjacent to the Lot Four Parking structure exit that will
physically prevent left turn exiting onto Sixteenth street.
B. Air Quality During construction. Equipment engines
shall be kept in proper tune to reduce exhaust emissions. Such
equipment ahall not be operated during first or second stage smog
alerts. During excavation, the site shall be watered at least
twice daily to prevent excessive dust, and watering shall be
increased' during periods that wind speeds exceed 15 miles per
hour. Mud and dirt shall be removed from the surrounding streets
and publicly used sidewalks on a daily basis.
.
c. Vebicl. Alan Plan. Prior to issuance of a certificate
of occupancy for either structure, District shall submit a
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veh~cle alarm plan for reVlew and approval of the City Manager
WhlCh shall address measures the Dlstrlct shall take to mitIgate
nOlse from vehicle alarms wlthln both Parklng Structures.
o. Water Conservation.
( 1) Automatic sprlnklers shall be set to water
landscaping durlng evening and early morning hours only so as to
reduce exceSSIve water requIrenents due to water loss by
evaporation.
(2) To the extent feasible, landscapIng shall
consist of drought-resistant plants and the landscaping plans
shall be subject to the approval of the Department of General
Services as to the water conservation features of such
landscaping.
B. Impacts on Traffic and Neiqhborhood Durinq
Construction.
(1) Vehicles hau11ng dirt or other construction
debris from the site shall cover any open load with a tarpaulin
or other secure covering to minimize dust emiSSIons. District
shall maintain a staging area on the Property for use by
construction firms and vehicles and shall dssign traIfir patterns
for construction vehicles, both on-site and off-site, in order to
minimize the impact of construction activities on adjacent
streets. Prior to the commencement of construction bidding,
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District shall prepare a construction period mitigation plan
which shall implement the items specified in this paraqraph and
which shall address construction hours, noise mitiqation, and the
,
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location of construction staqinq areas and District shall submit
such construction period mitigation plan to the Department of
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General Servlces for reVlew and approval. In addltion, Distrlct
shall cooperate wlth the C1ty's Department of General Services 1n
order to develop other mutually acceptable means for mlnlmizing
ProJect lmpacts.
( 2) District shall prepare a constructlon vehicle
circulatlon and daily use plan that speclfies the proposed
construct~on routes, hours, and dates, and lndicates the manner
by WhlCh the college will reasonably seek to mlnimize noise,
vehlcle, and related lmpacts caused by constructlon activities.
. Said plan shall identlfy
one or more designated individuals who
will be responsible for coordinating and monitoring the
construction vehicle circulatlon use plan and who will also be
available during normal office hours to respond to neighborhood
resident complalnts regarding construction vehicles. District
shall mail a copy of said plan to all current property owners and
tenants residing within a 100 foot radius of the college campus
boundaries. A copy of the construction vehicle plan shall also
be published at least once in a local daily newspaper.
P. Energy Conservation. Each Parking structure in the
Project shall c"\mply with all pr....:visions of Title 24 of the
Calitornia Administrative Code relating to energy conservation.
G. Aaa...ibility. The Project's handicap accessibility
requirements shall be as determined by the Office ot the state
Architect's Access Compliance Department.
7. GBRllRAL SBRVICSS RBgOIRZJIBN1'S. District shall comply
with all requirements of the City's Department at General .
Services as enumerated in Exhibit C. Nothing in this Agreement
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1S intended to exempt the ProJect fro~ compliance w1th current or
future requirements of the Department of General ServIces to
which the DIstrIct would other", lse be subject, and WhICh are
applIcable to other 1mprovements ~1th1n the C1ty on the date any
such future requIrement 1S placed lnto effect 1n the Clty.
8. CHANGES TO THE PROJECT NOT REQUIRING AMENDMENT OF
DBVELOPMENT AGRBEMENT. If Distrlct desIres to make any of the
following changes to the Project, District shall do so in
accordance with the provisIons of this Section. If District
desires to make any other changes to the Project, an amendment of
this Agreement shall be required.
A. Upon approval of the Zoning Administrator, District
may, without amending this Agreement, (i) increase the Floor Area
of either Parking Structure above the respective Floor Areas set
forth in section J above, by an amount not greater than 15,000
square feet for either Structure, provided that the total Floor
Area of the Project shall not exceed 440,000 square feet; (ii)
relocate the driveway accesses to the Project by not more than 5
feet if approved by the City's Department of General services;
(iii) relocate the exterior walls of any building by a dis~ance
of not more than 4 feet: however, in no case may the 16th Street
setback be reduced as a result of such relocation.
B. District shall file an application to the Zoning
Administrator on a form approved by the Zoning Administrator
which shall require District to specify the specific changes
being requested and to attach plans describing such changes.
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c. The fee for any such appl:catlcn shall be equal to the
fee then establlshed by resclutlon for development rev lew pertH t
appllcations.
D. The Zonlng Admlnlstrat.or may approve or condl.tionally
approve the appllcat10n lf he or she fInds that the changes
applied for wIll not adversely affect the compatlbllity of the
ProJect wIth the surroundl.ng neighborhood and are harmonlous with
the overall scheme of development of the Project.
E. A statement of offlc~al actIon shall be issued by the
Zoning Administrator promptly following h~'s or her decision
stat~ng the decision and findings 1n support thereof.
,. BPPBCT OF AGREEMENT ON LAND USE REGULATIOBS.
A. The c~ty's zon~ng codes, ordinances, rules,
regulations, and official policies govern~ng permitted uses,
density, design, improvement, and standards and specifications
for the property shall be those codes, ordinances, rules,
regulations, and official policies of the City governing
permi tted uses, density, des1.gn, improvement, and standards and
specifications generally applicable to the development of real
property, as defined in the Zoning Ordinance, in force at the
time of the execution of this Agreement, except as modified or as
otherwise provided herein (as so modified, the "Existing
Regulations") ~ provided, however, that:
( 1) District shall be subject to all increases in
city-imposed application and processing fees and charges with
respect to subsequent applications for development and "-
construction within the Property, so long as such f... and
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charges are of general application and not lI:lposed solely with
respect to the Property.
(2) NOThlng hereIn shall prevent City, in subsequent
actions applicable to the Property, (a) from applying new rules,
regulations, and polIcIes which do not conflict with Existing
Regulations, or (b) from denYing or conditIonally approving any
subsequent development proJect appllcation relating to the
Property on the basis of such new rules, regulations, and
policies.
(3) In the event of fIre or other casualty,
requirinq reconsL.~ction of more than fifty percent (sot) of any
building previously constructed hereunder, nothinq herein shall
prevent city from apply~ng to such reconstruction all
requirements of City's Bu~lding Code and other construction-
related standards and specifications then in effect.
B. As applied to this Agreement and the Project, any
provisions of the Santa Monica Municipal Code or appendices
thereto inconsistent with the provisions of this Agreement, to
the extent of such inconsistencies and not further, are hereby
modified to that extent necessary to effect the provisiolis of
this Agre..ant.
c. The design features, signaqe, and landscaping plan for
the Project will be reviewed and approved, or conditionally
. in
approved, by City's Architectural Review Board ("ARB") accordance with desiqn review procedures in effect under Existing
Regulations. Except for design features, 5iqnage, and
.
landscaping, such review shall not include any other aspect of
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the ProJect which has been speclflcally approved by thls
Agreement such as s1tlng, bUlldlng mass, or denslty.
D. City and Dlstr1ct ackno'..;ledge that the provis1ons uf
thIS Agreement are lntended to 1mplement the Intent of the
parties that District have the right to develop the Project, and
that Clty has the rlght to control development of the Property,
pursuant to specified and known standards and rules which WIll
remain the same durlng the term of this Agreement. This
Agreement shall not be deemed to interdict any right of the City
or the District, as governmental entlties, to act in accordance
with their powers, duties, and obligations.
E. city shall not be entitled to impose any mitigation
measures or fees in lieu thereof for impacts caused by
development of the Project other than as set forth in this
Agreement and such fees as are normally charged or imposed in
connection with the construction of projects of similar size,
such as water and sewer connection fees, plan cheCk and building
permit fees, and other similar fees.
10.. CBRTIWICATBS OP OCCUPANCY. Upon completion of either
Parking structure constructed under this Agreement and contract
No. 5100 (CCS), Existing Regulations, and other applicable
aqreemant. between City and District, the District shall be
re.ponsi~le for obtaining from OSA a Certificate of Occupancy
therefor.
11.. BJm)RCBIIIIRT , PERIODIC OVID OP COJlPLIUCB un
AGU"'1I'l' .. This Agreement is enforceable by any party to it
notwithstanding a change in any appl icable general or specific
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plan, zonlng, subdlVl.S1On, or bUlldlng ~egu~atlons adopted by the
Clty ~hlCh alter or amend the EXlst1ng Regulations.
The City shall reVlew thlS Agreecent at least once durlng
every twelve (12) month perlod from the date thls Agreement was
executed. Durlng each perlodlc reVlew by the City, DIstrict
shall be requlred to demonstrate good faith compliance with the
terms of thls Agreement.
12. DEFAULT. DistrIct or Clty shall be in default under
this Agreement upon the happenlng of one or more of the following
events or conditions ("Event of Default"):
A. District defaults ("Distrlct Defaults"):
(1) District shall fail to pay city any amount due
under this Agreement as and when due.
(2) District shall fail to perform or comply in good
faith with any of the other agreements, terms, covenants, or
conditions of this Agreement on District's part to be performed
or complied with, and such nonperformance or noncompliance shall
continue for a period of thirty ( 30) days after written notice
from City, or, if such performance cannot reasonably be completed
within such thirty (30) day period, District shall not in <load
faith have c~nced such pertormance within such thirty (30) day
period or aball not diligently and continuously proceed therewith
to compl.tion; provided, however, that in no event shall such
cure peripd ba extended beyond one hundred twenty (120) days fro.
the date of such notice.
(3) A material warranty, repre.entation, or written
statement made or furnished by District to the City i. tal.. or ,
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proves to have been false 1n any materlal respect when it was
made.
( 4) A finding and determinat~on by the CIty Councll
of the City made upon the basls of substantial evidence followIng
a periodic review under Sectl.on 11 or othentise of District's
good faith compl1.ance with the te!7ls of thIS Agreement that
District has not complled in good faith with the terms or
conditions of this Agreement.
(5) An express repud1.ation, refusal, or renunciation
of this Agreement by District, if the same is in writing and
signed by the District.
B. City det~ult ("City Default"):
(1) City shall fail to comply in good faith with the
requirements hereof regarding the permitted development standards
and uses specified herein and such failure shall continue for a
period of thirty (30) days after written notice from District,
or, if such failure cannot reasonably be remedied by city within
such thirty (30) day period, City shall not in good faith have
commenced to cure such failure within such thirty (30) day period
or shall not diligently and continuously proceed therewith to
completion; provided, however, that in no event shall such cure
period be extended beyond one hundred twenty (120) days trom the
date of such notice.
(2) City shall expressly repudiate, refuse, or
renounce this Agreement in writing.
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13. PROCEDURE UPON DEFAULT.
A. Upon the occurrence. of a Dlstr1ct Default, City may
term~nate thIS Agreement upon wr~tten notIce to DIstrict or, In
the case of a DIstrlct Default under subsection 12A ( 4 ) hereo f ,
city may modify or terminate thIS Agreement pursuant to
procedures set forth in the ExistIng Regulat~ons.
B. Upon the occurrence of a City Default, District may
terminate this Agreement upon written notIce to City.
C. All remedies at law or in equity, 1ncluding specific
performance, which are not otherwise provided for in this
Agreement or in the city's regulations governing- development
agreements, are available to the parties to pursue if an Event of
Default occurs hereunder.
D. If this Agreement is terminated on account of an Event
of Default, the rights, duties, and obligations of the parties
hereunder shall cease as of the date of such termination. If
City is the terminating party, then any and all benefits,
including money received by the City, shall be retained by City.
Notwithstanding any other provision of this Agreement to the
contrary, District's and City'S obligations to pay or perform
obligations incurred or accrued prior to the date of any
termination of this Agreement shall survive any such termination
and shall be enforceable after such termination.
14. HOTIC. OP TERMINATIOH. Upon termination of this
Agreement, the parties hereto shall execute an appropriate notice
of termination suitable for recording in the Official Records of .
Los Angeles County.
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15. DURATION OF AGREEMENT. This Agreement shall expire
twenty-five (25) years from executlon hereof. After expIration
or full satisfactlon the part.les shall execute an appropriate
certIfIcate of tennlnatlon Whlch shall be recorded ln the
OffIcial Records of Los Angeles County.
16. SUPERSEDURE BY SUBSEQUENT LAWS. If any agency other
than City passes any law or regulation ("Lawll) after the date of
this ~~~eement which ~~cvents or precludes compllance with one or
more provisions of this Agreement, then the parties shall meet
and confer in good faith to determine the feasibility of
modifying or suspending one or more provisions of this Agreement
to comply with such new Law based on the effect such modification
or suspension would have on the purposes and intent of this
Agreement. In additlon, oistrlct shall have the right to
challenge the new Law preventing compllance with the terms of
this Agreement, and, in the event such challenge is successful,
this Agreement shall remain unmodified and in full force and
effect.
17. UXZ"IIIS CUMOLATlVE . lny right or remedy 1.)f either
party in this Agreement and any other right or remedy that that
party may have at law or equity upon the other's breach of any
covenant, agreement, term, provision, or condition in this
Agreement" shall be distinct, separate, and cumulative rights or
remedies and no one of them, wn6ther exercised by that party or
not, shall be deemed to be in exclusion of any other. Each party
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may, in its discretion, exercise any and all thereof, at once or
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in succeSSion, at such tlme or tl:J.es as the party considers
appropriate.
18. NOTICES. Any notice, demand, request, consent,
approval, or communlcatlon WhiCh either party IS requlred to or
may give to the other hereunder shall be in writing and shall be
delivered or addressed to the other at the address below set
forth or to such other address as either party may from tIme to
time direct by written notIce glven In the manner hereIn
prescribed, and such notice or communlcation shall be deemed to
have been given or made when communicated by personal delivery or
by independent courier service or by facsimile, or if by mail, on
the second business day after the deposit thereof in the United
states mail, postage prepaid, registered or certified, addressed
as hereinafter provided. All notices, demands, requests,
consents, approvals, or communications from District to City
shall be addressed to City at:
City of Santa MonIca
1685 Main Street
Santa Monica, california 90401
Attention: city Manager
with Copies to: City Attorney
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
And to, Director of Community and Economic
Development
City of Santa Monica
1685 Main Street
Santa Monica, California 90401
Attention: Director
And to, Director of Planning
City of Santa Monica .
1685 Main Street
, Santa Monica, California 90401
Attention: Director
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All notIces, demands, request:s I consents, approvals, or
comrnunlcations from CIty to Dlstr:ct shall be addressed to
Dlstrlct at:
Santa Monlca Community College Dlstrlct
OffIce of the Superlntendent
and Pres1dent
1900 P1CO Boulevard
Santa Monica, CalIfornia 90405
AttentIon: Superlntendent and
PresIdent, t:'RGENT
with copies to: BUSIness ServIces
Santa MonIca College
1900 Pico Boulevard
Santa Monlca, Californla 90405
AttentIon: Deputy SuperIntendent
19. IlfDEHHIPICATION.
A. City shall have no liability of any kind whatsoever
for, in connection with, or as a result of the Project, or any
portion of the Property, or the condltion thereof or the
ownership or operation thereo f , or any act or occurrence that
occurs thereat or in connectlon therewith, at any time during the
term of this Agreement, whether for any damage or inj ury to any
persons whatsoever or to any property of DistrIct or of any other
person for any reason whatsoever, lncluding, without limitation,
those occasioned by or arising from:
1. The demolition of existing buildings, if any, or
the construction, operation, or maintenance of the project or any
improvements upon any portion of the Property, or the condition
.
of any portion of the Property.
2. Any conduct, act, or omission of city, its agents
or employees except for any claim against City for any injury or
damage to District or any other person which was caused by the
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negligence Gr reck:'ess cr ''''lllful :1l5conduc~ ~~ City or any of
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Its agents or employees, to the extent not covered by lnsurance.
B. Distrlct agrees to 1nde:mlfy, defend, and hold
harmless, Clty, l~S Clty Councll boards and commlSSlons,
officers, agents, and employees from and agalnst:
( 1) Any and all actlons, causes of actIon,
obligations, losses, liabllitles, damages, In)UrleS,
claims, and demands of any kInd whatsoever that may result
from any claim, assertlon, or Imposition against Clty by
any person of any liablllty or claim therefor for any
matter or of any kInd as to which city is to have no
liabIlity as provided in subsection (a) of this Section, as
well as all costs and expenses including, without
limitatlon, attorneys' fees, relating thereto regardless of
the merit or outcome thereof:
(2) Any and all penalties, fines and prosecutions,
suits for abatement of any publ ic or private nuisance and
the imposition against City of any liens, as well as any
costs or expenses (including, without limitation,
attorneys' fees) related to any such claims, penalties,
.
fines, prosecutions, suits and impositions, regardless of
the merit or outcome thereof;
which occur durinq or relate to the term of this Agreement, and
which arise out of District's operation, business, or any other
acts or omissions of District with respect to any portion of the
Property, or out of any use or occupancy of any portion of the
Property by District or any other person during the term of this
Agreement, or out of any condition of any portion of the Property
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durIng the ter:n of thiS Agreemer.,: I ~- CL:.t of any default by
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Dlstrlct 1n the performance or ODser.;arce of any obllgation on
Distr1ct's part to be pe r for:" ed "J.nder ~hlS Agreement or out of
any faIlure by DIstrIct. to CCf::1ply "":1 th any legal requirements or
appl1cable agreements or covenants w1th respect to any use,
occupancy or condItIon on, ~r or about any portIon of the
~..,
Property: provIded, however, that CIty, lts CIty Councll, boards
and comm1ssions, offIcers/ agents, and employees shall not be
ent1tled to IndemnIficatIon for damage caused to such indemnified
party by reason of such .lndemnified party's own negligence or
willful act or willful omission.
20. NO ORAL MODIFICATION. No statement, action, or
agreement hereafter made shall be effective to change, amend,
waive, modify, discharge, term.lnate or effect an abandonment of
this Agreement in whole or In part unless such statement, action,
or agreement 1S in wrIting and slgned by the party against whom
such change, amendment, waiver, modificatIon, discharge,
terminationt or abandonment 1S sought to be enforced.
21. SBvBRABILITY1 INVALIDITY OF PARTICULAR PROVISIONS. rf
any term or provision of this Agreement or the application
thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances
other than those to which it is held invalid or unenforceable,
shall not be affected thereby, and each other term and provision
of this Aqreement shall be valid and enforced to the fullest
extent permitted by law.
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22. ATTORNEY'S FEES. In ~ase SUit shall be brought
because of breach or alleged oreach of any covenant or condltlon
hereIn contaIned on the pan: of District or CIty to be kept or
performed, the preva1ling party shall be entItled to reasonable
attorneys' fees 1n add1tIon to court costs and any and all other
costs recoverable in saId actIon. Such attorney's fees shall be
deemed to have accrued en the commencement of such action and
shall be paid whether or not such actIon IS prosecuted to
judgment. In any case where thIS Agreement provldes that either
party is entitled to recover Its attorney's fees from the other,
the recovering party shall be entitled to recover an amount equal
to the fair market value of services provided by attorneys who
are employed by the recovering party as well as any attorneys'
fees actually paid by the recovering party to third parties.
23. EXHIBITS. All exhibits attached hereto and/or
referred to in this Agreement are Incorporated herein as though
set forth in full.
24. CONSTRUCTION. The parties agree that each party and
its counsel have reviewed and revisc~ this Agreement and that any
rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendments or exhibits
thereto.
25. COUIfTBRPARTS. This Agreement may be executed in
several counterparts, each of which shall be deemed an original,
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and such counterparts shall constl':.:lte bt.:.t one and the same
lr.~trument .
26. RECORDING or AGREEMENT. The partIes hereto shall
cause thJ.s Agreement to be recorded 1n the Official Records of
the County of Los Angeles. The cost, If any, of recording this
Agreement shall be borne by DistrIct.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
CITY OF SANTA MONICA,
a municipal corporation
By ll"t:.. . rJL.
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JOHN JALILI
City Manager
APPROVED AS TO FORM:
f1.,.'-{,,~ \r'V\o. ~~ ~ ~
ROBERT M. MYERS ./
city Attorney
SANTA MONICA COMMUNITY COLLEGE
DISTRICT
BY~/~
LMCOA172jhpw
i
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