HomeMy WebLinkAboutC-2351AGREEMENT CONCERNING NEIGHBORHOOD TRAFFIC
WESTFIELD SHOPPINGTOWN SANTA ANITA MALL EXPANSION
400 SOUTH BALDWIN AVENUE
1. PARTIES AND DATE.
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This Agreement concerning Neighborhood Traffic is entered into as of this .Z
day of A w L 2008 by and between the CITY OF ARCADIA, a Charter City and
Municipal Corporation (hereinafter referred to as "City ") and SANTA ANITA
SHOPPINGTOWN LP, a Delaware limited partnership with its principal office located at
11601 Wilshire Blvd., 11th Floor, Los Angeles, CA. 90025 (hereinafter referred to as
"Developer ").
2. RECITALS.
2.1 Developer has received from the City approval of Architectural Design
Review No. 2005 -026 for expansion of the Westfield Santa Anita Mall (Phase 1b)
( "Project ") approved on May 1, 2007, subject to various conditions including, without
limitation, Condition of Approval No. 5 ( "Condition No. 5 ") which provides that: "Prior to
issuance of the first building permit for the first retail building for Phase 1b, a $50,000
bond or other security as approved by the City Attorney shall be placed in escrow with
the City to be used to monitor and address any neighborhood cut through traffic that
results from the proposed project."
2.2 Developer and City desire to enter into this Agreement in order to satisfy
Developer's obligation under Condition No. 5 by depositing with City a cash deposit in
the amount of fifty thousand dollars ($50,000) ( "Deposit "). By providing the Deposit,
Westfiield's obligation under Condition No. 5 shall be deemed to be fully satisfied.
Developer understands and agrees that any interest earned on the Deposit shall be
refunded to Developer once the period for completion of the Studies and Improvements,
as set forth in Section 3.3, or as extended pursuant to Section 3.4, has expired.
3. TERMS.
3.1 Developer's Obligation. The Deposit shall be used by the City to pay for
the following consistent with Condition No. 5: (a) All costs incurred by the City in
monitoring, studying and analyzing impacts of the project on neighborhood cut through
traffic ( "Studies ") and (b) All costs related to any and all improvements or imposition of
measures ( "Improvements ") to eliminate or address any impacts which City deems
reasonable and appropriate upon completion of such monitoring, studying and analysis.
City may draw upon all or any portion of the Deposit from time to time in order to
undertake and complete the Studies and Improvements, without any right of objection of
or by Developer. Notwithstanding any provision herein to the contrary, Developer's
obligation under this Agreement shall not exceed fifty thousand dollars ($50,000)
( "CAP ").
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3.2. Studies and Improvements. City shall, in its sole and absolute discretion,
undertake and complete any and all Studies. Based upon the Studies, City may
complete all Improvements which City determines, in its sole and absolute discretion,
are reasonable and appropriate.
3.3 Schedule. Unless extended pursuant to Section 3.4, City shall fully and
adequately complete or have completed the Studies and the Improvements within four
(4) years following the date of receipt of written notice and certification from Developer
that 80% (eighty percent) of the tenant space in all buildings in the Project is occupied
and all businesses therein have opened for business.
3.4 Extensions of Schedule. Before the expiration of the time provided by
Section 3.3, City may provide Developer with notice that additional time is necessary for
completion of Studies or Improvements. City shall specify the amount of additional time
that is necessary in such notice. Upon such notice being deemed to have been
communicated pursuant to Section 3.8, the period for completion of the Studies and
Improvements set forth in Section 3.3 shall be automatically extended by such
additional time. Developer understands and agrees that by executing this Agreement,
Developer consents in advance to any extension of time as may be determined by City
to be reasonable and appropriate, and notwithstanding any provision herein to the
contrary waives any and all right to object to such extension.
3.5 Indemnification. Developer shall defend, indemnify and hold City, its
officials, officers, employees and agents free and harmless from any and all liability from
loss, damage, or injury to property or persons, including wrongful death, in any manner
arising out of or incident to any acts, omissions or willful misconduct of Developer, its
officers, employees or agents arising out of or in connection with Developer's
satisfaction of Condition No. 5, or its performance of this Agreement, including without
limitation the payment of attorneys' fees. Further, Developer shall defend at its own
expense, including without limitation attorneys' fees, City, its officials, officers,
employees, and agents in any legal action based upon such acts, omissions or willful
misconduct.
3.6 Attorney's Fees. Should either party bring a legal action for the purpose of
protecting or enforcing its rights and obligations under this Agreement, the prevailing
party shall be entitled, in addition to other relief, to the recovery of its attorney's fees,
expenses and costs of suit.
3.7 Headings. Section headings contained in this Agreement are for
convenience only and shall not have an affect in the construction or interpretation of any
provision.
3.8 Notices. All notices to be given hereunder shall be in writing and may be
made either by personal delivery or by registered or certified mail, postage prepaid,
return receipt requested. Mailed notices shall be addressed to the parties at the
RVPLJWDRD013647 2
addresses listed below, but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed communi-
cated as of actual receipt; mailed notices will be deemed communicated as of two (2)
days after mailing.
CITY:
City of Arcadia
240 West Huntington Drive
Post Office Box 60021
Arcadia CA 91066 -6021
Attn: Philip A. Wray
City Engineer
DEVELOPER:
Santa Anita Shoppingtown LP
c/o Westfield, LLC
11601 Wilshire Blvd. 11th Floor
Los Angeles CA 90025
Attn: Office of Legal Counsel
3.9 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements, either written or oral, express or implied. The invalidity
in whole or in part of any provision of this Agreement shall not void or affect the validity
of any other provision of this Agreement.
3.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by the Developer
without the prior written consent of the City.
3.11 Governing Law. The laws of the State of California shall govern this
Agreement. Venue shall be in Los Angeles County.
3.12 Waiver. The City's failure to insist upon strict compliance with any
provision of this Agreement or to exercise any right or privilege provided herein, or
City's waiver of any breach hereunder, shall not relieve the Developer of any of its
obligations hereunder, whether of the same or similar type. The foregoing shall be true
whether the City's actions are intentional or unintentional. Developer agrees to waive,
as a defense, counterclaim or setoff, any and all defects, irregularities or deficiencies in
the authorization, execution or performance of Condition No. 5 or this Agreement, as
well as the laws, rules, regulations, ordinances or resolutions of City with regards to the
authorization, execution or performance of Condition No. 5 or this Agreement.
3.13 Definition. For purposes of enforcing this Agreement, the term "City" shall
include, but shall not be limited to, City Council, City Manager, City Attorney, City
Engineer, and any of their authorized representatives. City shall have the sole and
absolute discretion to determine which public body; public official or public employee
may act on behalf of City for any particular purpose.
IN WITNESS WHEREOF, the City and Developer have executed this Agreement
as of the date first written herein above.
(SIGNATURES ON NEXT PAGE)
RV PUB,.DRD'd 11647 j
DEVELOPER (Applicant signatures must be acknowledged by a Notary Public)
SANTA ANITA SHOPPINGTOWN LP, a Delaware limited partnership
By: Santa Anita GP LLC, a Delaware limited liability company, its general partner
By: Anita Associates, a California limited partnership, its sole member
By: Hahn -UPI, a California limited partnership, its general partner
By: Santa Anita Fashion Park LP, a Delaware limited partnership, its general partner
By: Westfield America GP LLC, a Delaware limited liability company, its general
partner
By: Westfield America Limited Partnership, a Delaware limited partnership, its
sole member
By: Westfie
compan
W
CITY OF ARCADIA
BY: 1 "
Philip A. Wray
Deputy Director of D lopment Services /City Engineer
APPROVED AS TO FORM:
BY:
Stephen P. Deitsch
City Attorney
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Donald Penman
City Manager
RECEIPT DSD/E 100493
Development Services Department, Engineering Division
City Of 240 West Huntington Drive, Post Office Box 60021
Arcadia Arcadia, CA 91066 -6021, (626) 574 -5411, Fax (626) 447 -7866
Date
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