HomeMy WebLinkAboutChristopher Development Group, Inc. - 2015-11-02Dept ID PL 15-025 Page 1 of 3
Meeting Date 11/2/2015
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 11/2/2015
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A Wilson, City Manager
PREPARED BY: Scott Hess, AICP, Director of Community Development
SUBJECT: Approve and authorize execution of a Reimbursement Agreement with
Christopher Homes to fund the environmental analysis for the redevelopment of
the Rodgers Seniors' Center Site
Statement of Issue
At the September 21, 2015, City Council meeting, the City Council approved a professional
services agreement with Environmental Science Associates (ESA) for the preparation of
Environmental Documentation for the redevelopment of the Rodgers Seniors' Center Site (Rodgers
Site) The City is considering Christopher Homes as the developer and, if approved as the
developer, will enter into an Exclusive Negotiating Agreement (ENA) for the purchase and
redevelopment of the site As part of that agreement, Christopher Homes is required to reimburse
the City for the costs associated with the professional services agreement with ESA
Financial Impact
An appropriation of $254,000 from the General Fund to the Community Development Department
Professional Services Account, 10060201 69365 has been completed for the professional services
agreement with ESA These funds will be completely offset by the attached reimbursement
agreement with the developer of the project, Christopher Homes
Recommended Action
Approve and authorize the Mayor and City Clerk to execute a Reimbursement Agreement with
Christopher Homes in the amount of Two Hundred Fifty Four Thousand Dollars ($254,000) as
prepared by the City Attorney
Alternative Action(s)
The City Council may make the following alternative motions
1 Deny the Reimbursement Agreement between the City and Christopher Homes
2 Continue the item and direct staff accordingly
Analysis
A PROJECT PROPOSAL
Applicant City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648
Location 1706 and 1718 Orange Avenue (existing 2-acre Rodgers Seniors' Center site — north
side of Orange Avenue, between 17th and 18th Streets)
Item 7. - I HB -114-
Dept ID PL 15-025 Page 2 of 3
Meeting Date 11/2/2015
The project consists of a reimbursement agreement for the professional services agreement with
ESA for the environmental analysis for the redevelopment of the Rodgers Site The environmental
analysis would determine the potential environmental impacts associated with a project to
redevelop the site with up to 22 single-family residential homes on 25-foot wide lots with alley
access, consistent with the surrounding neighborhood, and a mini park
Entitlements for the project will include a General Plan Amendment to amend the Land Use Map of
the site from Public with underlying Residential Medium High Density — 25 dwelling units per acre
(P(RMH-25-d) to Residential Medium High Density — 25 dwelling units per acre (RMH-25-d) and a
Zoning Map Amendment to amend the zoning of the site from Open Space — Parks and Recreation
(OS -PR) to Residential Medium High Density — Small Lot Sub district (RMH-A) An amendment to
the City's Recreation and Community Services Element of the General Plan would also be required
to reflect the changes to the City's facilities and park inventory The General Plan and Zoning Map
Amendments would be subject to review and approval by the Planning Commission with final action
required by the City Council Other entitlements for the project would include a Tentative Tract
Map, Conditional Use Permit and Design Review Board The project also requires voter approval
pursuant to City Charter Section 612 for the sale and reuse of the site The environmental
documentation within the scope of this agreement will analyze the environmental effects of the
project and associated entitlements
At the September 21, 2015, City Council meeting, the City Council approved a professional
services agreement with ESA for the preparation of Environmental Documentation for the
redevelopment of the Rodgers Site This action was taken in anticipation of a potential developer
being selected for the redevelopment of the site and fully reimbursing the City for the costs
associated with that agreement Christopher Homes is before the City Council at tonight's meeting
for consideration as the potential developer for the Rodgers Site If the City Council directs Staff to
enter into an ENA with Christopher Homes as the potential developer of the site, then Christopher
Homes will be required to submit the project and obtain the necessary approvals and entitlements,
including environmental analysis pursuant to CEQA, in order to purchase and develop the property
B BACKGROUND
The City owns and operates the Rodgers Seniors' Center and Seniors' Outreach Center The
Seniors' Center has operated since the early 1970s and includes an approximately 14,000 square
foot main building and an approximately 4,000 square foot senior outreach building The site is
located approximately a quarter of a mile from the beach within a primarily residential area
A new senior center is currently under construction in Central Park across from the Central Library
and Sports Complex Upon completion, anticipated for mid-2016, all activities and services from
the Rodgers Seniors' Center site will be transferred to the new facility
At the April 20, 2015, City Council Study Session, options for the reuse/redevelopment of the
Rodgers Seniors' Center site were reviewed by the City Council Based on the City Council
discussion during the study session, the City released a Request for Proposals/Request for
Qualifications (RFP/Q) for potential redevelopment of the site with up to 22 single-family residential
homes on 25-foot wide lots with alley access and a mini park
C STAFF ANALYSIS AND RECOMMENDATION
The Professional Services Contract between the City and ESA is necessary to prepare the required
environmental documentation for development of the Rodgers Site This contract required an
appropriation of funds by the City with the understanding that the funding for the environmental
documentation would be fully recovered through a Reimbursement Agreement with the project
applicant The project team from ESA has already begun initial analysis of the potential
development of the site to keep the project on schedule for the Measure C Ballot Election in
November 2016
HB -115- Item 7. - 2
Dept ID PL 15-025 Page 3 of 3
Meeting Date 11/2/2015
Staff recommends the City Council approve the Reimbursement Agreement with Christopher
Homes There have been many reimbursement agreements approved over the years for
environmental documentation, particularly EIRs for applicant -initiated projects This is an
acceptable method to ensure timely entitlement processing and a greater level of detailed
environmental evaluation
Environmental Status
Projects over which public agencies exercise ministerial authority, such as this agreement for the
reimbursement of costs associated with the preparation of environmental documentation, are
categorically exempt from the California Environmental Quality Act pursuant to Section 15300 1
Strategic Plan Goal
Strengthen economic and financial sustainability
Attachment(s)
1 Reimbursement Agreement with Christopher Homes (to be submitted as a Supplemental
Communication)
2 Executed Professional Services Agreement with ESA
Item 7. - 3 xB -116-
I
REIMBURSEMENT - PLANNING - AGREEMENT BETWEEN THE
CITY OF HUNTINGTON BEACH AND
CHRISTOPHER DEVELOPMENT GROUP INC
FOR COSTS INCURRED FOR
ENVIRONMENTAL ANALYSIS FOR THE
REDEVELOPMENT OF THE RODGERS SENIORS' CENTER SITE
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"City"," and CHRISTOPHER DEVELOPMENT GROUP INC., a California Corporation
hereinafter referred to as "Developer."
WHEREAS, the City owns certain real property, as described in the legal description
attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein
(the "Site") The Site is currently used as the Rodgers Seniors' Center, and
Developer desires to develop the Site by demolishing the existing building and
constructing a residential project ("Project"), and
The City and Developer have entered into that certain Exclusive Negotiation Agreement
(the "ENA") to negotiate the sale and purchase price of the Site as well as the cost and liability
for all aspects of the Project, and
Under Section 612 of the City's Charter, a majority of the vote of the people must be
obtained (Measure C Ballot Measure) before the Site can be sold, and/or developed as well as
any land use re -designation, lease, exchange or otherwise transferred or disposed of, and
Developer is required to submit applications to City for approval of various discretionary
matters, such as entitlements, zone changes, land use approvals and environmental assessments;
Developer desires that all entitlements, zone changes, land use approvals and
environmental assessments for the Project be processed as soon as possible, and
Developer desires to have City commit sufficient resources to enable the expeditious
processing of applications and other necessary documentation, and
Pursuant to California Government Code Section 87103 6, Developer is allowed to
defray the cost of processing development applications and entitlements by reimbursing CITY
for such costs,
NOW, THEREFORE, in consideration of the promises and agreements hereinafter made
and exchanged, the parties agree as follows
MAXmil 00U
Developer agrees to reimburse City for its professional services as follows.
A Within ten (10) days following execution of this Agreement by City,
Developer will make an initial payment to City in the amount of Twenty-five Thousand Dollars
($25,000) (hereinafter the "Initial Deposit") Thereafter, Developer shall make additional
payments (hereinafter the "Subsequent Payments") to City as follows
On or before December 31, 2015 Fifty Thousand Dollars ($50,000 00)
On or before March 31, 2016 Fifty Thousand Dollars ($50,000 00)
On or before June 30, 2016. One Hundred Twenty-nine Thousand Dollars ($129,000 00)
The parties acknowledge that the Initial Deposit and the Subsequent Payments will be
used to pay the professional planning services funded by this Agreement, and if, prior to the
payment of any Subsequent Payment, the City is holding less than One Thousand Dollars
($1,000), Developer shall make the next Subsequent Payment within ten (10) days' notice from
City
154863 / 127930
Developer acknowledges that the amount referenced in this Agreement is the City's best
estimate of the costs for the services described herein, and that the actual cost of said services
may be higher In the event that the actual cost of said services exceeds the estimated costs,
Developer agrees to pay the actual cost within ten (10) days after receiving City's invoice for
same In the event the actual costs of the services are less than the estimated costs, City will
refund the difference between the actual and estimated costs
B The estimated cost to cover twelve (12) months of professional
services is Two Hundred Fifty-four Thousand Dollars ($254,000 00)
C A late payment fee of ten percent (10%) will be assessed if City
receives any payment later than the thirtieth (30th) day after that payment is due but unpaid In
addition, one and one-half percent (1 '/2%) interest per month shall be added for each month the
payment hereunder is due but unpaid
2 STATEMENT OF INTENT
The amounts reimbursed to City pursuant to this Agreement will help defray
City's cost of the professional planning services required to process Developer's various
development applications and entitlements as set forth herein
EXCLUSIVE CONTROL BY CITY
City will maintain exclusive control over the work described herein Nothing in
this Agreement
A Shall be deemed to require City to approve any plan, proposal,
suggestion, application or request submitted by Developer
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B Shall be deemed to limit, in any respect whatsoever, City's sole
authority to direct and control the planner(s) assigned to Developer's various development
applications and entitlements as set forth herein
C. Shall be deemed to impose any liability on City different from any
liability as may otherwise be established by law
4 CITY EMPLOYEES AND OFFICIALS
Developer shall employ no City official nor any regular City employee in the
work performed pursuant to this Agreement No officer or employee of City shall have any
direct financial interest in this Agreement
TIME IS OF THE ESSENCE
The parties agree that time is of the essence for the performance of the work to be
funded pursuant to this Agreement
6 TERMINATION OF AGREEMENT
Either party may terminate this Agreement at any time with or without cause,
upon ten (10) days' prior written notice to the other party Developer shall be responsible for all
costs incurred prior to termination, including any and all costs incurred after notice of
termination has been given
7 TERM
This Agreement shall be effective on the date of its approval by the City Council
of City This Agreement shall expire when terminated as provided herein
8. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to Developer's agent or to City as the situation shall warrant, or by
4
15-4863 / 127930
enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United
States Postal Service, to the addresses specified below, provided that City and Developer, by
notice given hereunder, may designate different addresses to which subsequent notices,
certificates or other communications will be sent
TO CITY.
City of Huntington Beach
Attn Scott Hess
2000 Main Street
Huntington Beach, CA 92648
9. MODIFICATION
TO DEVELOPER.
Christopher Development Group, Inc
Attn Bill Holman
Vice -President, Land Development
23 Corporate Plaza Drive, Suite 246
Newport Beach CA 92660
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties
10 SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement
11 INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
15-4863 / 127930
covenants and provisions of this Agreement No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires Nothing contained herein shall be construed so as
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law
12 DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original Each duplicate original shall be
deemed an original instrument as against any party who has signed it
13 IMMIGRATION
Developer shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regarding employment verification
14. LEGAL SERVICES SUBCONTRACTING PROHIBITED
Developer and City agree that City is not liable for payment of any subcontractor
work involving legal services, and that such legal services are expressly outside the scope of
services contemplated hereunder Developer understands that pursuant to Huntington Beach
15-4863 / 127930
City Charter Section 309, the City Attorney is the exclusive legal counsel for City, and City shall
not be liable for payment of any legal services expenses incurred by Developer
15 ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees
16 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California
17 SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and Developer shall indemnify City fully for any injuries or damages to City in the event that
such authority or power is not, in fact, held by the signatory or is withdrawn
18 ENTIRETY
This Agreement, and the attached exhibits, contains the entire agreement between
the parties respecting the subject matter of this Agreement and supersedes all prior
understanding and agreements whether oral or in writing between the parties respecting the
subject matter hereof
15-4863 / 127930
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers on I ^� 6 ffikjkC 2 , 2015.
DEVELOPER
CHRISTOPHER DEVELOPMENT
GROUP, INC, a California corporation
Print name
CITY:
CITY OF HUNTINGTON BEACH
a California municipal corporation
Mayor
Its (circle one) Chairman/President/Vice President City Clerk
•
And
Daniel O'Bannon
Chief Financial Officer
APPROVED AS TO FORM
City Attorney
INITIATED AND APPROVED
Community Development Director
REVIEWED AND APPROVED
City Manager
0
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers on VC--e)60<2_ 02 , 2015
DEVELOPER
CHRISTOPHER DEVELOPMENT
GROUP, INC , a California corporation
LOW
print name
Its (circle one) Chairman / President / Vice President
AND
Daniel O' Bannon
Chief Financial Officer
8
15-4863 / 127930
CITY
CITY OF HUNTINGTON BEACH
a California municipal corporation
APPROVED
Attorney
i
APPROVED.
so/
EXHIBIT A
Property Description
Real property in the City of Huntington Beach, County of Orange, State of California, described as follows -
ALL OF BLOCK 417, HUNTINGTON BEACH, SEVENTEENTH STREET SECTION, AS SHOWN ON A MAP
RECORDEDIN BOOK 4, PAGE 10 OF MISCELLANEOUS MAPS, ORANGE COUNTY, CALIFORNIA.
APN: 023-152-01
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ENVIRONMENTAL SCIENCE ASSOCIATES
FOR
PREPARE AN ENVIROMNENTAL IMPACT REPORT FOR REDEVELOPMENT OF THE
MICHAEL E. RODGERS SENIOR CENTER SITE
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and Environmental Sciences Associates (ESA), a corporation hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to prepare an EIR for the
redevelopment of the Michael E. Rodgers Senior Center site; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Terri Vitar Avila who shall represent it and be its
sole contact and agent in all consultations with CITY during the performance of this Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
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Item 7. - 5 HB -118-
3. TERM, TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on %/, 20 /S� (the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than twenty four months from the Commencement Date. The time for performance of the
tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date, CONSULTANT
shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to
pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is
attached hereto and incorporated by reference into this Agreement, a fee, including all costs and
expenses, not to exceed two hundred fifty four thousand Dollars ($254,000).
5 EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such extra
work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
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7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices, calculations,
computer code, language, data or programs, maps, memoranda, letters and other documents, shall
belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or
termination of this Agreement or upon PROJECT completion, whichever shall occur first. These
materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against
any and all claims, damages, losses, expenses, judgments, demands and defense costs (including,
without limitation, costs and fees of litigation of every nature or liability of any kind or nature)
arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any)
negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of
its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees
except such loss or damage which was caused by the sole negligence or willful misconduct of
CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall
approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do not act as
limitation upon the amount of indemnification to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and fin-nish to CITY a professional liability insurance
policy covering the work performed by it hereunder. This policy shall provide coverage for
CONSULTANT's professional liability in an amount not less than One Million Dollars
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Item 7. - 7 HB -120-
($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not
contain a self -insured retention without the express written consent of CITY; however an insurance
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made
policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that might
give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is terminated
for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two
(2) years to report claims arising from work performed in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required by
this section or fails or refuses to furnish the CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid
for its time and materials expended prior to notification of termination. CONSULTANT waives the
right to receive compensation and agrees to indemnify the CITY for any work performed prior to
approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
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A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force, and
C. shall promise that such policy shall not be suspended, voided or canceled by
either party, reduced in coverage or in limits except after thirty (30) days'
prior written notice; however, ten (10) days' prior written notice in the event
of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this
Agreement. CITY or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT
shall secure at its own cost and expense, and be responsible for any and all payment of all taxes,
social security, state disability insurance compensation, unemployment compensation and other
payroll deductions for CONSULTANT and its officers, agents and employees and all business
licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner.
CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and
whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall
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Item 7. - 9 1413 -122-
be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the
event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at
the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the
prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all
approved assignees, delegates and subconsultants must satisfy the insurance requirements as set
forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have any
financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by
personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as
the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and
depositing the same in the United States Postal Service, to the addresses specified below. CITY and
CONSULTANT may designate different addresses to which subsequent notices, certificates or
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xB -123- Item 7. - 10
other communications will be sent by notifying the other party via personal delivery, a reputable
overnight carrier or U. S. certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Scott Hess
2000 Main Street
Huntington Beach, CA 92648
17. CONSENT
When CITY's consent/approval
TO CONSULTANT:
Deanna Hansen
Environmental Sciences Associates
626 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90017
is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to any
subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in
writing and duly executed by both parties
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases
at the beginning of the various sections in this Agreement are merely descriptive and are included
solely for convenience of reference only and are not representative of matters included or excluded
from such provisions, and do not interpret, define, limit or describe, or construe the intent of the
parties or affect the construction or interpretation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
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Item 7. - 11 1413 -124-
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in this Agreement, the masculine or
neuter gender and singular or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the
date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed
an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provisions of the
United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside the
scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
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CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEY' S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear
its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's
fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the
State of California
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
28 ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely
and voluntarily following extensive arm's length negotiation, and that each has had the opportunity
to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and
agree that no representations, inducements, promises, agreements or warranties, oral or otherwise,
have been made by that party or anyone acting on that party's behalf, which are not embodied in this
a=/ surfnet/professional svcs mayor 9 of 11
Item 7. - 13 1413 -126-
Agreement, and that that party has not executed this Agreement in reliance on any representation,
inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this
Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the
parties respecting the subject matter of this Agreement, and supersede all prior understandings and
agreements whether oral or in writing between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Council.
This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their authorized officers.
agree/ surfnet/professional svcs mayor 10 of 11
10/12 HB -127-
Item 7. - 14
CONSULTANT,
Enviromnental Science Associates
COMPANY NAME
Y:
print name
ITS: (circle one) Chauman/PresidentNice President
AN
BIC �� K
print name
ITS: (circle one) SecietarylChrefFinancial Officer/Asst
Secretary - Ti easurer
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California _%
10
Ma _ _
F . . . , .� ,
r
City Attorney
AarPPr uirt'net/professional svcs mayor 11 of 11
Item 7. - 15 HB -128-
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
Prepare an Environmental Impact Report for redevelopment of the Michael E Rodgers Seniors
Center Site. Please see attached Revised August 11, 2015 Proposal
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1 Project Initiation
2 Prepare Technical Studies and Supporting Technical Appendices
3 Prepare Notice of Preparation and Attend Scoping Meetmg
4 Prepare Draft EIR
5 Final EIR and Project Decisions
6 Meetings and Project Management
C. CITY'S DUTIES AND RESPONSIBILITIES:
1 Provide data as noted in the scope of work
2 Direct consultant accordingly
D. WORK PROGRAM/PROJECT SCHEDULE:
Estimated project length is 12 months for completion. Please see Section 5 - Schedule, page 28 in
the attached RFP response.
E; HB -1 29- Item 7. - 16
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost
schedule:
Senior Director
$240/hr
Director
$205/hr
Managing Associate
$170/hr
Senior Associate
$130-140/hr
Associate
$110/hr
Project Technician I, II, III
$75-110/hr
B. Travel Charges for time during travel are not reimbursable.
C. Billing
1. All billing shall be done monthly in fifteen (15) minute increments and matched to an
appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a glance,
the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation prepared
by CONSULTANT may be required to be submitted to CITY to demonstrate progress
toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
4.
CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non -approval and the schedule of
1
Item 7. - 17 HB -1 _30-
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been brought
into compliance, or until this Agreement has expired or is terminated as provided
herein.
5. Any billings for extra work or additional services authorized in advance and in writing
by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly
rate charged for such time. Such invoices shall be approved by CITY if the work
performed is in accordance with the extra work or additional services requested, and if
CITY is satisfied that the statement of hours worked and costs incurred is accurate.
Such approval shall not be unreasonably withheld. Any dispute between the parties
concerning payment of such an invoice shall be treated as separate and apart from the
ongoing performance of the remainder of this Agreement.
2
FHB' -131- Item 7. - 18
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ENVIORNMENTAL SCIENCES ASSOCIATES
FOR
PREPARE AN ENVIROMNENTAL IMPACT REPORT FOR REDEVELOPMENT OF THE
MICHAEL E. RODGERS SENIOR CENTER SITE
Table of Contents
1
Scope of Services..................................................................................................1
2
City Staff Assistance............................................................................................2
3
Term; Time of Performance ...............................................................................2
4
Compensation........................................................................................................2
5
Extra Work
6
..............................................................................................................2
Method Payment
of .............................................................................................3
7
Disposition of Plans, Estimates and Other Documents..........................................3
8
Hold Harmless....................................................................................................3
9
Professional Liability Insurance.............................................................................4
10
Certificate of Insurance...........................................................................................5
11
Independent Contractor.......................................................................................6
12
Termination of Agreement....................................................................................6
13
Assignment and Delegation..................................................................................6
14
Copyrights/Patents...............................................................................................7
15
City Employees and Officials.............................................................................7
16
Notices......................................................................................
7
17
Consent ...............................................................................................................8
18
Modification...........................................................................................................8
19
Section Headings.................................................................................................8
20
Interpretation of this Agreement........................................................
..................8
21
Duplicate Original.................................................................................................9
22
Immigration.........................................................................................................
9
23
Legal Services Subcontracting Prohibited...............................................................9
24
Attorney's Fees.......................................................................................................10
25
Survival...................................................................................................................10
26
Governing Law ....................................................................................................10
27
Signatories................................................................................................................10
28
Entirety
29
.....................................................................................................................10
Effective Date
................................................................................11
Item 7. - 19 HB -132-
List of consultants from whom proposals were requested for preparation of
environmental documentation for the redevelopment of the Michael E Rodgers Seniors'
Center Site
1 Atkins Global - (310) 893-2327
2 Environmental Science Associates (ESA) — (213) 599-4300
3. GPA Consulting — (310) 792-2690
4 LSA Associates, Inc — (949) 553-0666
F xB -133- Itf Item 7. - 20
City ®f Huntington Beach
2000 Main Street ® Huntington Beach, CA 92648
(714) 536-5227 ® www.huntingtonbeachca.gov
Office of the City Clerk
Joan L. Flynn, City Clerk
November 10, 2015
Christopher Development Group, Inc
Attn Bill Holman, VP Land Development
23 Corporate Plaza Drive, Suite 246
Newport Beach, CA 92660
Dear Mr Holman
Enclosed for your records is a copy of the fully executed "Reimbursement — Planning —
Agreement Between the City of Huntington Beach and Christopher Development Group, Inc
for Costs Incurred for Environmental Analysis for the Redevelopment of the Rodgers
Seniors' Center Site "
Sincerely,
Joan L Flynn, CIVIC
City Clerk
JF pe
Enclosure
Sister Cities Anjo, Japan ® Waitakere, New Zealand