HomeMy WebLinkAboutCIM/Huntington, LLC - aka CIM Group, LLC - 2004-07-19L
Council/Agency Meeting Held:
Deferred/Continued to:
,Approved D Conditionally Approved Q Denied Cilf trk's Ignatu
tj
Council Meeting Date: July 19, 2004 Department ID Number: ED 04-16
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE CHAIR AND BOARD MEMBERS
7;
SUBMITTED BY: PENNY CULBRETH-G FT, ecutiv D e o P -
PREPARED BY: DAVID C. BIGGS, Deputy Executive Director l
SUBJECT: Approval of a Reimbursement Agreement Between the
Redevelopment Agency of the City of Huntington Beach and
CIMIHuntington, LLC for Costs Incurred in the Formation of a
Community Facilities District for the Project Known as The
Strand
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The Redevelopment Agency of the City of Huntington Beach is
assisting with the formation of a Community Facilities District (CFD) for The Strand.
CIMIHuntington, LLC has 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
selected professional services contractors.
Funding Source: Redevelopment Fund unappropriated fund balance. An equal amount of
revenue will be deposited into the Redevelopment Fund. In essence there will not be an
impact on the Redevelopment Fund.
Recommended Action:
1. Approve the Reimbursement Agreement between the Redevelopment Agency of the
City of Huntington Beach and CIMIHuntington, LLC for professional services costs
relating to the formation of the Community Facilities District for The Strand project and
authorize the Chairperson and Agency Clerk to sign the agreement.
2. Authorize the acceptance of $51,250 deposit funds from CIMIHuntington, LLC into
revenue account 30500305.48410 and appropriate $51,250 from the Redevelopment
Fund unappropriated fund balance into 30580101.69325 for expenses associated with
Professional Services Contracts pertaining to the reimbursement agreement, and
authorize the reimbursement to CIMIHuntington, LLC any unspent deposit funds after
the termination of the consultants' contracts.
3. Authorize the Deputy Executive Director to enter into the Professional Services
Contracts funded through the Reimbursement Agreement with CIMIHuntington, LLC.
REST FOR CITY COUNCIL AWION
MEETING DATE: July 19, 2004
DEPARTMENT ID NUMBER: ED 04-16
Alternative Actions :
1. Do not approve the Reimbursement Agreement.
Analysis:
The Redevelopment Agency of the City of Huntington Beach is assisting CIM Group in
creating a Community Facilities District (CFD) for The Strand. 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 the real estate value of the project, the Special Tax Consultant will need to prepare a
CFD report and the tax allocation formula for the CFD. Although these services are eligible
costs payable from bond proceeds, they are conducted prior to the issuance of the bond.
CIMIHuntington, LLC has agreed to advance the necessary funds to pay for these services to
the Agency, who will be entering into the professional service contracts upon this
reimbursement agreement approval.
If the bond issue is sold and closed, then CIMIHuntington, LLC will be reimbursed from the
bond proceeds. If the bond issue is not issued, then CIMIHuntington, LLC will still be
responsible for the costs. There will be no costs to the Agency.
Approving a reimbursement agreement will allow the Agency to deposit these funds and
make the payments for these professional services.
Environmental Status: Not Applicable
Attachment(s):
Reimbursement Agreement between the Redevelopment Agency
of the City of Huntington Beach and CIMIHuntington, LLC
2 l Fiscal Imoact Statement
RCA Author. Gus. Duran X1529
GAGWREDEMIM104-1051CFDIRCAReimbAgree.doc -2- 7/1/2004 5:46 PM
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ATTACHMENT #1
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1�J
REIMBURSEMENTAGREEMENT BETWEEN THE
REDEVELOPMENTAGENCY OF THE CITY OF HUNI-INGTON BEACII
AND CIM/HUNTINGTON. LI.0 FOR COSTS INCURRED FOR
PROFESSIONAL SERVICES FOR THE PROJECT KNOWN AS THE STRAND
THIS AGREEMENT ("Agreement") is made and entered into by and between the
Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic,
hereinafter referred to as "AGENCY," and CIM/HUNTENGTON, LLC, a California corporation
hereinafter referred to as "DEV F LOPER."
WHEREAS, DEVELOPER is owner of the project known as The Strand in Huntington
Beach, California, and has requested that the AGENCY create a Community Facilities District
(The Strand) to finance the public improvements, hereinafter referred to as "DISTRICT.` and
AGENCY is engaging a real estate appraiser and special tax consultant to prepare the
necessary studies, reports, records, and documents for formation of the DIS"IRICT; and
DEVELOPER desires to have AGENCY commit sufficient resources to enable the
expeditious preparation of the necessary documentation,
NOW, THEREFORE, in consideration of the promises and agreements hereinafter made
and exchanged, the parties agree as follows:
1. PAYMENT
DEVELOPER agrees to reimburse AGENCY for its professional consultant
services as follows:
A. The estimated cost to cover twelve (12) months of professional services is
Fifty One Thousand Two Hundred Fifty Dollars ($51.250.00). DEVELOPER shall make
payment to AGENCY in the amount of Fifty One Thousand Two Hundred Fifty Dollars
($51,250.00) (hereinafter the "Amount of Deposit") upon execution of the Agreement.
03agrcc/huntinglon ccn[cr-03/7i 1104 I
The parties acknowledge that the Amount of Deposit will be used to pay the professional
services funded by this Agreement. DENFLOPER acknowledges that the Amount of
Deposit is the AGENCY'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 AGENCY's invoice for same, provided that AGENCY
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, AGENCY 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 AGENCY
receives any payment later than the thirtieth (30th) day after that payment is due but
unpaid. In addition, one and one-half percent (11/2) interest per month shall be added for
each month the payment hereunder is due but unpaid.
2. STATEMEN T OF INTENT; REIMBURSEMENT O1' DEVFLOPER
The amounts reimbursed to AGENCY pursuant to this Agreement will help
defray AGENCY's cost of the professional services required to prepare the necessary documents
as set forth in Section 1 herein. If the DISTRICT is formed, DEVELOPER shall be able to
recover the amounts paid to the AGENCY hereunder from the proceeds of any bonds that the
DISTRICT may issue, provided that sufficient funds are available. In no event shall the
03agruhununglon center-0317.11.(Fl 2
AGENCY have any obligation to repay any reimbursement amount to DEVELOPER, regardless
of whether the DISTRICT is formed or not.
3. EXCLUSIVE CONTROL BY AGENCY
AGENCY will maintain exclusive control over the work described herein.
AGENCY 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 AGENCY to approve any plan. proposal.
suggestion, application or request submitted by DEVELOPER.
B. Shall be deemed to limit, in any respect whatsoever. AGENCY's sole
authority to direct and control the consultants, except as provided in Section IA.
C. Shall be deemed to impose any liability on AGENCY different from any
liability as may otherwise be established by law.
4. AQFNCY EMPLOYEES AND OFFICIALS
DEVELOPER shall employ no AGENCY official nor any regular AGENCY
employee in the work performed pursuant to this Agreement. No officer or employee of
AGENCY shall have any direct financial interest in this Agreement.
5. TIME IS OF THE. ESSENCE
AGENCY agrees that time is of the essence for the work to be performed by the
professional services to be funded pursuant to this Agreement.
6. TERMINATION OF AGRF.EME.NT
Either party may terminate this Agreement at any time with or without cause,
upon ten (I0) days prior written notice to the other party. DEVELOPER shall be responsible for
033grcuhuntrngton center-0.3.!W1!0•3 3
•
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 AGENCY. 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
AGENCY as the situation shall warrant, or by enclosing the same in a sealed envelope, postagc
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below; provided that AGENCY and DEVELOPER, by notice given hereunder, may designate
different addresses to which subsequent notices, certificates or other communications will be
sent:
TO AGENCY:
Redevelopment Agency of the
City of Huntington Beach
ATTN: Executive Director
2000 Main Street
Huntington Beach, CA 92648
9. MODIFICATION
TO DEVELOPER:
CIM/HUNTINGTON LLC
6922 Hollywood Boulevard, 91h Floor
Hollywood. CA 90028
ATTN: Mary Anderson
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
03agrcc/huntmgtnn center-031711104 4
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 OFTHIS 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.
12. DUPLICATF.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.
03agreGhunungtno center-03i" lial 5
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 SUBCONI-RAC"I iNn PROHIBITED
DEVELOPER and AGENCY agree that AGENCY 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 AGENCY; and AGENCY 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.
17. ENTIRETY
This Agreement 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.
03agrec7rurumgton center-03l711l04 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices on L.� rL�r-- 2UU-V—.
CIMAIUNTINGI'ON, LLC
B v:
print nam
ITS: (c,rcle one) (:hairm -}'residcnG c President
print
ITS: (c,rcre one) scc
Secretary - Treasurer
REVIE D APPROVED:
n�9
executive Director
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
a public body
Chairman
Agency Clerk
APPROVFD AS TO FORM:
r
IAgency- Counsel
INITIATED AND APPROVED:
D ector of Economic Development
03ar,mc/hon,ingtnn center -03/7!]!0-i
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ATTACHMENT #2
CITY OF HUNTINGTON BEACH
.f INTERDEPARTMENTAL COMMUNICA TION
To: Penelope Culbreth-Graft, City Administrator
From: Clay Martin, Director of Administrative Services
Subject: FIS 2004 — 24 Approval of a Reimbursement Agreement
Between the Redevelopment Agency of the City of Huntington Beach
and CIM Huntington Beach, LLC for Costs Incurred in the Formation
of a Community Facilities District for the Project Known as The
Strand
Date: June 29, 2004
As required by Resolution 4832, this Fiscal Impact Statement has
been prepared for "Approval of a Reimbursement Agreement
Between the Redevelopment Agency of the City of Huntington Beach
and CIM Huntington Beach, LLC for Costs Incurred in the Formation
of a Community Facilities District for the Project Known as The
Strand"
If the City Council approves this action (total appropriation $51,250),
there will be no effect on the Redevelopment Fund Balance since the
proposed expenditure is offset by new revenue.
Clay Mari K ~'
Directoq/of Administrative Services
RCA ROUTING SHEET�'b
INITIATING DEPARTMENT: Economic Development
SUBJECT: Approval of a Reimbursement Agreement Between the
Redevelopment Agency of the City of Huntington Beach and
CIM/Huntington, LLC for Costs Incurred in the Formation of
a Community Facilities District for the Project Known as The
Strand
COUNCIL MEETING DATE: July 19, 2004
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (wlexhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (wlexhibits if applicable)
(Signed in full by the Ci Attorney)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome
Not Applicable
Certificates of Insurance (Approved by the Cit Attorne
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
REVIEWED
RETURNED FO ED
Administrative Staff
Assistant City Administrator Initia!
City Administrator Initial
City Clerk
FOR RETU.RN
L
0 •
•,A CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIF)ORNIA 92648
1J1-
ENT
OFFICE OF THE CITY CLERK
JOAN L. FLYNN
CITY CLERK
TTAL OF
DATE: % -
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City, State. Zip
See Attached Action Agenda Item .E —
Enclosed For Your Records Is An
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Clerk /
Attachments: Ac
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Date of Approval % /i' 4
Of The Above Referenced Agenda Item.
Agenda Page Agreement
RCA
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Deparmwnt
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`Bonds Insurance
Deed Other
RCA Agrccnrnt insurance
Department
RCA
Agsecmrnt
Insurance
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Insurance
Department
Other
Other
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Department RCA Agreement insurance Other
- -- Deyartrnent RCA Insurance
(Telephone: 714-536-5227)
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(16) • July 19, 2004 - Cotil/Agency Agenda - Page 16
E-12. (Redevelopment Agency) Approve Reimbursement Agreement Between the
Redevelopment Agency of the Ci of Huntington Beach and CIMIHuntin ton LLC
for Costs incurred in the Formation of the Project Known as The Strand (600.30) -
1. Approve the Reimbursement Agreement Between the Redevelopment Agency of the
City of Huntington Beach and CIMIHuntington, LLC for Costs incurred for Professional
Services for the Project Known as the Strand for costs relating to the formation of the
Community Facilities District and authorize the Chairperson and Agency Clerk to sign
the agreement_. and 2. Authorize the acceptance of $51,250 deposit funds from
CIMIHuntington, LLC into revenue account and appropriate $51,250 from the
Redevelopment Fund unappropriated fund balance into account for expenses
associated with Professional Services Contracts pertaining to the reimbursement
agreement, and authorize the reimbursement to CIMIHuntington, LLC any unspent
deposit funds after the termination of the consultant's contracts; and 3. Authorize the
Deputy Executive Director to enter into the Professional Services Contracts funded
through the Reimbursement Agreement with CIMIHuntington, LLC. Submitted by the
Deputy Executive Director. Funding Source: Redevelopment Fund unappropriated fund
balance. An equal amount of revenue will be deposited into the Redevelopment Fund.
In essence there will not be an impact on the Redevelopment Fund. (See Agenda Item
Nos. E-4. and E-8.)
Approved 7-0
E-13. (City Council) ADDrove Huntinaton Beach Auto Dealers Business Improvement
District (BID) 2003-2004 Annual Report - Adopt Resolution of Intention No. 2004-55
to Levy an Annual Assessment for fiscal Year 2004-2005 - Schedule Public
Hearing for August 16, 2004 (460.30) - 1. Approve the Huntington Beach Auto
Dealers Business Improvement District Annual Report for Fiscal Year 2003-2004;
2. Adopt City Council Resolution No. 2004-55 - A Resolution of the City Council of the
City of Huntington Beach Declaring its Intention to Levy an Annual Assessment for
Fiscal Year 2004-2005 to Fund Improvements Within the Huntington Beach Auto
Dealers Business Improvement District;"and 3. Direct the City Clerk to schedule a
public hearing to be held on August 16, 2004, and send copies of the Resolution
of Intention, BID Boundary Map, and assessment formula to each business to be
assessed. Submitted by the Economic Development Director. Funding Source- Not
applicable.
Approved 7-0
E-14. (City Council) Adopt Resolution of Intention No. 2004-56 to Establish the
Huntington Beach Downtown Business Improvement District, Levy an Annual
Assessment for Fiscal Year 2004-2005 - Schedule Public Hearing for August_ 16,
2004 (460.30) - Adopt Resolution No. 2004-56 - "A Resolution of the City Council of
the City of Huntington Beach Declaring the City's Intention to Create and Establish the
"Huntington Beach Downtown Business Improvement District" for the Benefit of all
Businesses Located Within the Downtown Business District, and setting a Public
Hearing Date of August 16, 2004 to Formally Establish said Business improvement
District and Levy Assessments_" Submitted by the Economic Development Director.
Funding Source: Formation of the proposed BID is being done as part of the Economic
Development Department work program. The cost of publication and required mailings
of legal notices are budgeted within the Business Development Division operating
budget.
Councilmember Boardman received clarification from Economic Director David