HomeMy WebLinkAboutHUNTINGTON CENTER ASSOCIATES LLC - 2002-10-210 •
;, CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK.
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
DATE: w 2—
TO: CRtZ Q4a,9r.. ATTENTION: F'Z-0 �r
Name IV
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Street
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City, State, Zip _
See Attached Action Agenda Item - 9 Date of Approval
Enclosed For Your Recordsh An Executed Copy Of The Above Referenced Agenda Item.
Remarks:H.
Connie Brockway
City Clerk `e-7 S 7 GtJ, li/ 1 3IIJ '�67-Aua t e 3 cb
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Attachments: Action Agenda Page / Agreement ✓ Bonds --,ItInsurance'-1,4i
RCA _6,.,' Deed Other
CC: ,D,4ur, 0
Name C k,,fA j
Name /
icon Dey �/ ✓
Department RCA Agreement
Department RCA Agreement
Name Department
Name
Name
RCA Agreement
Department RCA Agreement
Department RCA
Insurance Other
Insurance Other
Insurance Other
Insurance Other
Insurance
(Telephone: 714-536.5227 )
Council/Agency Meeting Held: 4LQ 2--
Deferred/Continued to:
Approved ❑ Conditionally Approved ❑ Denied City Clerk's Signatu
Council Meeting Date: October 21, 2002 Department ID Number: ED 02-31
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS c:''`
SUBMITTED BY: RAY SILVER, City Administrator~
PREPARED BY: David C. Biggs, Director of Economic Development c
SUBJECT: Approval of a Reimbursement Agreement between the City of
Huntington Beach and Huntington Center Associates, LLC
[Community Facilities District 2002-1 (Bella Terra)]
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s)', Analysis, Environmental Status, Attachment(s)
Statement of Issue: The City of Huntington Beach is assisting with the formation of a
Community Facilities District (CFD) for Bella Terra, formerly Huntington Center. Huntington
Center Associates, LLC agreed to advance the necessary funds to pay for various
professional services contracts to facilitate the formation of the CFD. Approving a
reimbursement agreement will allow the City to deposit these funds and make payments to
the selected professional services contractors.
Funding Source: General Fund unappropriated fund balance. An equal amount of revenue
will be deposited into the General Fund; therefore, the net effect to the fund balance would
be zero.
Recommended Action:
Motion to:
1. Approve the Reimbursement Agreement between the City of Huntington Beach and
Huntington Center Associates, LLC for professional services costs relating to the
formation of the Community Facilities District 2002-1 (Bella Terra) and authorize the
Mayor and City Clerk to sign the agreement.
2. Authorize the acceptance of $68,580 deposit funds from Huntington Center Associates,
LLC into revenue account 10000100.48410 and appropriate $68,580 from the General
Fund unappropriated fund balance into 10080101.69325 for expenses associated with
Professional Services Contracts pertaining to the reimbursement agreement, and
authorize the reimbursement to Huntington Center Associates, LLC any unspent deposit
funds after the termination of the consultants' contracts.
3. Authorize the Director of Economic Development to enter into the Professional Services
Contracts funded through the Reimbursement Agreement with Huntington Center
Associates, LLC.
REAEST FOR CITY COUNCIL ANON
MEETING DATE: October 21, 2002
DEPARTMENT ID NUMBER: ED 02-31
Alternative Action(s):
1. Do not approve the Reimbursement Agreement.
Analysis:
The City of Huntington Beach is assisting J.h Snyder and the Ezralow Company in creating a
Community Facilities District (CFD) for Bella Terra, formerly Huntington Center. The
proposed CFD is to fund public improvements through a tax-exempt bond issue. In order to
create a CFD, several specialized studies, appraisals, and reports are needed: a Real
Estate Appraiser will need to provide an evaluation of the CFD, the Market Analyst will need
to prepare a Market Study report, and a Special Tax Consultant will need to formulate the
taxing formula for the CFD. Although these services are eligible costs payable from bond .
proceeds, they are conducted prior to the bond issue. Upon its risk, Huntington Center
Associates, LLC, a Delaware limited liability corporation under the auspices of the J.h Snyder
- Ezralow Company partnership has agreed to advance the necessary funds to pay for these
services to the City who will be entering into the professional service contracts upon this
reimbursement agreement approval.
If the bond issue is issued, then Huntington "Center Associates, LLC will be reimbursed from
the bond proceeds. If the bond issue is not issued, then Huntington Center Associates, LLC
will still be responsible for the costs. The net cost to the City is zero.
Approving a reimbursement agreement will allow the City to deposit these funds and make
the payments for these professional services.
COUNCIL POLICY REGARDING REQUEST FOR AN APPROPRIATION OF FUNDS:
As adopted by the City Council in March 1998, all requests for appropriation of funds must
meet one of the following criteria: 1) the request is for an unanticipated emergency, 2) the
request is required to implement labor negotiations, or 3) the request will be offset by related
new revenues. The new appropriation being requested will be offset by related new revenue
from the Reimbursement Agreement between the City and Huntington Center Associates,
LLC.
Environmental Status: Not Applicable
Attachment(s):
1
2
RCA Author: Runzel
Reimbursement Agreement between the City of Huntington
Beach and Huntington Center Associates LLC
Fiscal ImDact Statement
DADocuments and Settings\kuhnkee\My Documents\sample reimbursement agreement.doc -2-
10/15/2002 10:17 AM
Reimbursement Agreement between the City of Huntington Beach and
Huntington Center Associates, LLC
I A TACH NT
T"
REIMBURSEMENT AGREEMENT BETWEEN THE
CITY OF HUNTINGTON BEACH AND HUNTINGTON CENTER ASSOCIATES, LLC
FOR COSTS INCURRED FOR PROFESSIONAL SERVICES
CONTRACTS FOR CITY OF HUNTINGTON BEACH COMMUNITY
FACILITIES DISTRICT NO. 2002-1 (BELLA TERRA)
THIS AGREEMENT ("Agreement") is made and entered into this day
of October , 2002 , by and between the City of Huntington Beach, a
municipal corporation of the State of California, hereinafter referred to as "CITY," and
HUNTINGTON CENTER ASSOCIATES, LLC, a Delaware limited liability company hereinafter
referred to as "DEVELOPER."
WHEREAS, DEVELOPER is owner of a portion of the Huntington Beach Mall, 7777
Edinger Avenue, Huntington Beach; California, and has requested that the City create Community
Facilities District No. 2002-1 (Bella Terra) to finance the public improvements for the
redevelopment of Huntington Center, hereinafter referred to as "DISTRICT;" and
CITY is engaging consultants to prepare the necessary studies, reports, records, and
documents for formation of the DISTRICT; and
/,P-
DEVELOPER ( y) desires to have CITY
commit sufficient resources to enable the expeditious preparation of the necessary documentation;
and
NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and
exchanged, the parties agree as follows:
1. PAYMENT
DEVELOPER agrees to reimburse CITY for its professional consultant services as
follows:
02agree/huntington/10/8/02 I
•
•
A. The estimated cost to cover twelve (12) months of professional consulting
Sixty Eight Thousand Five Hundred Eighty ($68,580.00) %?-
services is . ).
DEVELOPER shall make an initial payment to CITY in the amount of Eighty T*ee
Sixty Eight Thousand Five Hundred Eighty ($68,580.00)
Thousand five fimidled Eighty Buttars ) (hereinafter the "Amount of Deposit")
upon execution of the Agreement. The parties acknowledge that the Amount of Deposit will
be used to pay the professional consulting services funded by this Agreement.
DEVELOPER acknowledges that the Amount of Deposit 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 thirty (30) days after receiving CITY's
invoice for same, provided that CITY agrees that it shall not authorize consultants to
proceed with work or incur expenses that, when added to the actual or anticipated cost of all
other consultant work, would exceed the Amount of Deposit, without the prior written
consent of DEVELOPER, which consent shall not to be unreasonably withheld. In the event
the actual costs of Reimbursement Services are less than the estimated costs, CITY will
refund the difference between the actual and estimated costs within thirty (30) days after
issuance of final reports from all consultants.
B. A late payment fee of ten percent (10%) will be assessed if CITY receives
any payment later than the thirtieth (301h) day after that payment is due but unpaid. In
addition, one and one-half percent (1 t/z) interest per month shall be added for each month the
payment hereunder is due but unpaid.
2. STATEMENT OF INTENT; REIMBURSEMENT OF DEVELOPER
The amounts reimbursed to CITY pursuant to this Agreement will help defray
CITY's cost of the professional consulting services required to prepare the necessary documents as
02agree/huntington/10/8/02 2
set forth in Section 1 herein. If the DISTRICT is formed, DEVELOPER shall be able to recover the
amounts paid to the CITY hereunder from the proceeds of any bonds that the DISTRICT may issue,
provided that sufficient funds are available. In no event shall the CITY have any obligation to
repay any reimbursement amount to DEVELOPER, regardless of whether the DISTRICT is formed
or not.
3. EXCLUSIVE CONTROL BY CITY
CITY will maintain exclusive control over the work described herein. CITY will
keep DEVELOPER reasonably informed of the status of the professional consulting services being
performed pursuant to this Agreement. Nothing in this Agreement:
A. Shall be deemed to require CITY to approve any plan, proposal, suggestion,
application or request submitted by DEVELOPER.
B. Shall be deemed to limit, in any respect whatsoever, CITY's sole authority to
direct and control the consultants, except as provided in Section IA.
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.
5. TIME IS OF THE ESSENCE
CITY agrees that time is of the essence for the work to be performed by the
professional consulting services to be funded pursuant to this Agreement.
02agree/huntington/10/8/02 3
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 (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; 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: Director of Economic Development
2000 Main Street
Huntington Beach, CA 92648
02agree/huntington/10/8/02 4
TO DEVELOPER:
Huntington Center Associates
Attn: Bryan Ezralow
23622 Calabasas Road, Suite 200;
Calabasas, CA 91302-1549
With a copy to:
J.H. Snyder Company
Attention: Mr. Michael Wise
5757 Wilshire Boulevar4d
Penthouse 30
Los Angeles, California 90036
9. MODIFICATION
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
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.
02agree/huntington/10/8/02 5
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 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
Except as expressly set forth in Section 8 of this Agreement, 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.
02agree/huntington/10/8/02 6
0 •
17. ENTIRETY
This Agreement, and the attached exhibits, contains the entire agreement between the
parties respecting the subject matter of this Agreement and supercedes all prior understanding and
agreements whether oral or in writing between the parties respecting the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their authorized offices the day, month and year first above written.
HUNTINGTON CENTER ASSOCIATES, LLC,
a Delaware Limited liability company
By: Huntington Management Ent., LLC,
a Delaware limited liability company,
Manager
By: BMLF/Huntington, LLC,
a Delaware limited liability
company, Manager
By:
Marc row as Trustee of the
MaZtger
ralow 1997 Trust,
Ma
/ REVIEWED AND APPROVED:
�a- _dP_A�
City Aaministrator
02agree/huntington/10/8/02 7
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California
441?" 64A--�—
Mayor
ATTEST:
dX0
City.Clerk Vlk Z
APPROVED AS TO FORM:
- CityAttorney
i v /ro�-
INITIATED AND APP,�OVED:
Dire or of Economic Development
r
•
Fiscal Impact Statement
#2
ATTACHM
ENT
Fol.
, CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
To: Ray Silver, City Administrator
From: Clay Martin, Director of Administrative Services
Subject: FIS 2003-02 Approval of a Reimbursement Agreement
between the City of Huntington Beach and Huntington
Center Associates, LLC [Community Facilities District
2002-1 (Bella Terra)]
Date: October 9, 2002
As required by Resolution 4832, this Fiscal Impact Statement has
been prepared for "Approval of a Reimbursement Agreement
between the City of Huntington Beach and Huntington Center
Associates, LLC [Community Facilities District 2002-1 (Bella Terra)]".
If the City Council approves this request (total appropriation $68,580),
there will be no effect on _any unappropriated, undesignated fund
balance since the amount is offset by additional estimated revenue
not anticipated in the adopted budget.
l
Clay MaqV
Director of Administrative Services
RCA ROUTING SHEET
INITIATING DEPARTMENT: Economic Development
SUBJECT. , Approval of a Reimbursement Agreement between the City
of Huntington Beach and Huntington Center Associates,
LLC[Community Facilities District 2002-1 Bella Term
COUNCIL MEETING DATE: October 21, 2002
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
Si ned in full by the City Attome
Attached
Subleases, Third Party Agreements, etc.
LApproved as to form Py City Attorney)
Not Applicable
Certificates of Insurance A proved by the CityAttorne
Not Applicable
Financial Impact Statement Unbud et, over $5,000
Not Applicable
Bonds If applicable)
Not Applicable
Staff Report if applicable)
Not Applicable
Commission, Board or Committee Report If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial
Cit Clerk ��✓
EXPLANATION FOR RETURN OF ITEM:
RCA Author: Runzel