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HomeMy WebLinkAboutHB Boardwalk, LLC - 2013-09-16f%/" C,i+1J 7C)KS.a / 7� Dept. ID FD15 003 Page 1 of 2 Meeting Date: 3/16/2015 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 3/16/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Patrick McIntosh, Fire Chief SUBJECT: Approve and authorize execution of Amendment #1 to Reimbursement Agreement with HB Boardwalk, LLC in the amount of $35,000 for Fire and Safety Inspection Services for the HB Boardwalk Project Statement of Issue: On September 16, 2013, a reimbursement agreement with HB Boardwalk, LLC, for expedited Fire Inspection Services for the HB Boardwalk Project was approved by the City Council. At this time, an amendment to the agreement is requested which will set the project deadline for September 16, 2015, and allow for an additional expenditure of $35,000. No additional funding is being requested and project expenditures for these services are fully reimbursed by HB Boardwalk, LLC. Financial Impact: The recommended action would have no financial impact since funding is available for these services in the Fire Prevention Other Professional Services (10065201.69365) account. Fire inspection services for the HB Boardwalk Project are fully reimbursable by the developer, HB Boardwalk, LLC. Recommended Action: Approve and authorize the Mayor and the City Clerk to execute "Amendment No. 1 to Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk, LLC, for Costs Incurred for Fire and Safety Inspection Services." Alternative Action(s): Do not approve the amendment to the agreement and direct staff accordingly. Analysis: On September 16, 2013, the City Council approved a reimbursement agreement with HB Boardwalk, LLC, for fire inspection services for the HB Boardwalk mixed -use project on the former Levitz property. These fire inspection services were requested by the developer and were done in order to expedite the project construction. The agreement stated an estimated project timeframe of 18 months and the City Council authorization provided an allocation of $99,450, which the agreement specified would be fully reimbursed by HB Boardwalk, LLC. Although the original agreement estimated that the project would be completed in March 2015, additional time is necessary and it is requested that the project deadline be set for September 16, 2015. An additional expenditure authorization of $35,000 is also requested since funding is anticipated to be exhausted in April 2015. The additional time and expenditure authorizations will accommodate current project needs. Because funding is available in the Fire Prevention Other HB -103- Item 11. - I Dept. ID FD15 003 Page 2 of 2 Meeting Date: 3/16/2015 Professional Services (10065201.69365) account, there would be no financial impact. The additional expenditures would be fully reimbursable by the developer. City staff recommends that the City Council approve Amendment #1 to the reimbursement agreement with HB Boardwalk, LLC for fire inspection services. Environmental Status: None. Strategic Plan Goal: Strengthen economic and financial sustainability Attachment(s): 1. "Amendment No. 1 to Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk, LLC, for Costs Incurred for Fire and Safety Inspection Services." Item 11. - 2 JAB - 1 04- AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HB BOARDWALK LLC FOR COSTS INCURRED FOR FIRE AND SAFETY INSPECTION SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and HB BOARDWALK LLC, a California corporation, hereinafter referred to as "Developer." WHEREAS, City and Developer are parties to that certain agreement, dated August 28, 2013, entitled "Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk LLC for Costs Incurred for Fire and Safety Inspection Services," which agreement shall hereinafter be referred to as the "Original Agreement,` and City and Developer wish to amend the Original Agreement to continue to provide for reimbursement costs incurred for Fire and Safety inspection Services. NOW, THEREFORE,, it is agreed by City and Developer as follows: I. ADDITIONAL WORK City will continue to commit sufficient resources to provide for the expeditious delivery of Fire and Safety Inspection Services and Developer will continue to reimburse City for the cost of Fire and Safety Inspection Services. 2. ADDITIONAL COMPENSATION In consideration of the additional services to be performed as described in Section 1 above, City agrees to an increased spending authorization not to exceed Thirty - Five Thousand Dollars ($35,000.00), which Developer agrees to reimburse the City, for a new total contract amount of One Hundred Thirty -Four Thousand Four Hundred Fifty Dollars ($134,450.00). 3. TERM The term of the Original Agreement shall expire on September 16, 2015, unless otherwise agreed to by the Parties. 4. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 154591/117297 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on _ �-2b cx r �/ a• S , 2015. DEVELOPER, HB BOARDWALK LLC By: Brian Geyer print name ITS: (circle one) Chairman/Preside ice President AND By: r,.S SC�Dl print name ITS: (circle one) Secretary hief Financial Officer ;St. Secretary - Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor e G CIer 3�f��� APPROVED City Attorney; :. MTED AND APP �w Fire Chief EV t, A7 ROVED: 11"fManager 154591/117297 2 Professional Service Approval Form Amendment RECEIVED 1. Date Requested: 2/11/15 2. Contract Number to be Amended: 13-3889 3. Department: Fire 4. Requested By: 3/6/15 5. Name of Consultant: H.B. Boardwalk, LLC 6. Amount of Original/Prior Contract: $99,450 7. Additional Compensation Requested: $0 S c� 8. Original Commencement Date: 9/16/13 9. Original Termination Date: 3/16/15 10. Extended Date Requested: 9/16/15 FEB 11 2015 Finance Department 11. Reason for Contract Amendment: In order to continue to provide contract fire inspection services for the H.B. Boardwalk Project, a contract extension of six (6) months is requested, along with an increased spending authorization of $35,000. Purcha ' g Approval Sri nature Date 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13 Rosiness Unit and nhiert Cede where funds are hudoeted: Account number /--/y Contractual Dollar Amount Business unit. object # Year 1 (ct.) Year 2 (act.) Year 3 (est.) Year 4 (est.) 10065201.69365 $99450 $ $ $ 1-1-1 4, - a,, ;1"0( 9 1 -2- � A Budget Appr val Signature bate 2 S- DepartrMV Head Signature Date r� City Mlanahk r Approval Signature Date professional service approval form - amendment h b boardwalk 11c.doc REV: June 2014 zujr&� ,J Dept ID FD13 006 Page 1 of 2 Meeting Date 9/16/2013 0 • CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 9/16/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Patrick McIntosh, Fire Chief SUBJECT: Approve and Authorize Execution of a Reimbursement Agreement with HB Boardwalk, LLC for Fire and Safety Inspection Services for the HB Boardwalk Project and Authorize Appropriation of Funds Statement of Issue The attached reimbursement agreement with HB Boardwalk, LLC for Fire Inspection Services was requested by the developer to provide expedited processing of the HB Boardwalk Project and is submitted for City Council approval An allocation of $99,450 is also requested, which is cost -neutral since expenditures for these services will be reimbursed by HB Boardwalk, LLC Financial Impact The recommended action is cost -neutral since the expenditures for fire inspection services for the HB Boardwalk project are fully reimbursable by the developer, HB Boardwalk, LLC Recommended Action Approve and authorize the Mayor and the City Clerk to execute the "Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk, LLC for Costs Incurred for Fire and Safety Inspection Services," and, approve an appropriation of $99,450 to the Fire Prevention business unit (10065201 69365) for these services Alternative Action(s) Do not approve the agreement or appropriate the funding and direct staff accordingly Analysis HB Boardwalk, LLC has begun construction of the HB Boardwalk mixed -use project on the former Levitz property In order to expedite the project, the developer has requested that the Fire Department commit sufficient resources to provide special fire inspection services These services are to include a fire inspector assigned to the project for approximately 15 hours per week over the next 18 months To provide these services, it will be necessary for the City to hire a contract fire inspector City fire inspectors are not available due to greatly increased development activity To pay for the services, the City and HB Boardwalk, LLC will enter into a reimbursement agreement in the amount of $99,450 Bureau Ventas North America, Inc currently provides contract inspection services for the City, including the type of specialized fire inspection services required for the HB Boardwalk Project • They would be utilized for this project and are very well respected in the industry City staff recommends that the City Council approve the reimbursement agreement with HB Boardwalk, LLC and appropriate $99,450 for the special fire inspection services HB -185- Item 9. - 1 Dept ID FD13 006 Page 2 of 2 Meeting Date 9/16/2013 Environmental Status None • Strategic Plan Goal Enhance economic development Attachment(s) 1 "Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk, LLC for Costs Incurred for Fire and Safety Inspection Services" '.7 • Item 9. - 2 HB -186- REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HB BOARDWALK LLC FOR COSTS INCURRED FOR FIRE AND SAFETY INSPECTION SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the state of California, hereafter referred to as "CITY," and HB Boardwalk LLC, a California corporation, hereinafter referred to as "DEVELOPER " WHEREAS, DEVELOPER is proposing to develop an area within the City of Huntington Beach known as HB Boardwalk, and DEVELOPER is required to have various fire and safety inspections performed regarding its project; and DEVELOPER desires that all applications for approval of various discretionary matters such as entitlements, zone changes, land use approvals and environmental assessments be processed as soon as possible, and DEVELOPER is required to pay fire and safety inspection fees for which DEVELOPER shall receive fire and safety inspection services; and DEVELOPER desires to have CITY commit sufficient resources to enable the expeditious delivery of fire and safety inspection services; and Pursuant to California Government Code Section 87103.6, DEVELOPER is allowed to make a payment to CITY to defray the estimated reasonable cost to process any application, approval or other action, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, the parties agree as follows PAYMENT DEVELOPER agrees to reimburse CITY for its fire and safety inspection services as follows A. On the first day of each third month, DEVELOPER shall pay to CITY an amount equal to the amount paid by CITY for fire and safety inspection services funded by this Agreement (the "Quarterly Payment"). The parties acknowledge that the payments will be used to pay the fire and safety inspection services funded by this Agreement DEVELOPER acknowledges that the amount referenced in 13-3889/100551 Page 1 of 6 this Agreement is the CITY's best estimate of the reasonable 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 reasonable 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 Reimbursement Services are less than the estimated reasonable costs, CITY will refund the difference between the actual and estimated reasonable costs B The estimated cost to cover eighteen (18) months of fire and safety inspection services is Ninety-mne Thousand Four Hundred Fifty Dollars ($99,450 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 '/z%) 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 fire and safety inspection services requested by the DEVELOPER and required to process DEVELOPER's various development applications and entitlements as set forth herein CITY agrees to provide fire and safety inspection services, and to provide a part time on -site inspector for a continuous period of approximately eighteen (18) months, to be mutually established by the CITY and DEVELOPER based on the actual start date of building improvements and schedule of construction of DEVELOPER's project Part time shall mean approximately fifteen (15) hours within a seven (7) day period It is anticipated that the work day will consist of approximately five (5) hours between approximately 7 a in and 12 p in The schedule may vary as the need of the project requires The exact working hours will be at the discretion of the CITY Such part time fire and safety inspection services include multi- disciplinary fire and safety inspection services In the event such inspector is not qualified to provide some the services, CITY may, in its sole discretion, provide an additional qualified inspector to assist the part time inspector in a timely manner on an as needed basis 13-3889/100551 Page 2 of 6 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 B Shall be deemed to limit, in any respect whatsoever, CITY's sole authority to direct and control the inspector(s) assigned to DEVELOPER's various development projects 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 CITY agrees that time is of the essence for the performance of the work to be funded pursuant to this Agreement and therefore, thirty (30) days prior to each quarterly invoice DEVELOPER shall submit a list of proposed activities to be performed by the CITY for approval by the Fire Department 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 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 13-3889/100551 Page 3 of 6 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 TO DEVELOPER City of Huntington Beach HB Boardwalk LLC ATTN Fire Marshal ATTN Brian Geyer 2000 Main Street 18825 Bardeen Avenue Huntington Beach, CA 92648 Irvine, CA 92612 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 13-3889/100551 Page 4 of 6 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 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 herembelow 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 13-3889/100551 Page 5 of 6 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on A (U G-r 2,s- , 2013 DEVELOPER, HB BOARDWALK LLC By SrFU—AT 7 Ac C4-}6f----) pnnt name ITS (circle one) Chauman/President/V Eident AND By 545�U— A—n—l\C4 }EiD pnnt name ITS (circle one) Secretary ief Financial Office Asst Secretary — Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California l' • CU Clerk q/10129 INITIATED AND APPR VED ') � �S'4 a le - Fire Chief REVIEWFED AND APPROVED AS TO CONT pC!,h ity Manager APPROVED AS TO, FORM Y' l� a �\3 �v��City Attorney b1 � l z� 113 13-3889/100551 Page 6 of 6 HB BOARDWALK, LLC, a Delaware limited liability company By Waterstone Apartment Partners, L P., a California limited partnership, its manager By Waterstone Investments, LLC, a Delaware limited liability company, its general partner By Regis Homes, LP, a California limited partnership, its managing member By Regis Contractors, Inc, a California corporation, its general partner By — Name MICHAELfWINTER Its VICE PRESIDENT HB BOARDWALK, LLC, a Delaware limited liability company By Waterstone Apartment Partners, L P , a California limited partnership, its manager By Waterstone Investments, LLC, a Delaware limited liability company, its general partner By Regis Homes, LP, a California limited partnership, its managing member By Regis Contract rs, Inc , a lifornia corporation, g al art er By. 1/1 , Name WILLIAM J. THORMAHLEN Its CHIEF FINANCIAL OFFICER CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California "� County of IF CIVIL CODE § 1189 On before me, Au4sDt� f-�i u--t K��N Ll C_ ate ° Here Insert Name and Title of the Officer personally appeared M� G{-k-,f��Z. J • 00 t,,f� Name(s) of Signer(s) ALLISON HILL Commission #i 1999857 a Notary Public - California i �'�� Orange County My Comm. Expires Dec 3, 2016 who proved to me on the basis of satisfactory evidence to be the personN whose name`s) is/are subscribed to the within instrument and acknowledged to me that he/ehe4hey executed the same in his/ee•'r,�, heir- authorized capac(ty(te�.Q, and that by his/herlthel; signatureN on the instrument the personN, or the entity upon behalf of which the personK acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature AQ CA, Agah L ,e/L, Place Notary Seal Above Signature of ry Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document eAC— l N -F. Ar(=A915*A45-7— Document Date 'F�r • ZS • Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing RIGHT THUMBPRINT OF SIGNER of thumb here Number of Pages Signer's Name ❑ Corporate Officer — Title(s) ❑ Individual • ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing © 2010 National Notary Association NationalNotary org 1 800-US NOTARY (1 800 876 6827) Item #5907 CALIFORNIA•ACKNOWLEDGMENT .�e�.�. t > e . �: 5�•�> aA t :�. ::�c �t .:�> :�.�.�� :.e >i �. > . c�.�.�.a SSA. .%�S%�N�. c%•a.%�.%.�.�.�.%�.%.�. > :� :gig State of California County of C- On AUqu!& �J , a015 before me, l /r/t S. llilkZ-5o ND� �cC&4 , J Date Here Insert Name and Title of the Office personally appeared VA tt i A-YK j Ike ji-t+14 Name(s) of Signer(s) LINDA S WATSON Commission # 1916867 -w Notary Public - Catifornia D Orange County My Comm Ex Tres Jan 9 2015 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person) whose name is/ac,subscribed to the within instrument and acknowledged to me that he/she Ahey executed the same in his/her/their- authorized capacity, and that by his/horAbeir signature on the instrument the personw, or the entity upon behalf of which the personXacted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand d official se I Signature Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document��LJ Document Date Auq"-� 24, g-015 Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ❑ Individual ❑ Individual ❑ Corporate Officer — Title(s) ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • ❑Attorney in Fact • ❑ Trustee Top of thumb here ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other ❑ Other Signer Is Representing Signer Is Representing 02007 National Notary Association • 9350 De Soto Ave, PO Box 2402 • Chatsworth, CA 91313-2402 • www NaltonalNotary org Item #5907 Reorder Call Toll -Free 1-800-876-6827 City of 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 September 18, 2013 HB Boardwalk LLC Attn Brian Geyer 18825 Bardeen Avenue Irvine, CA 92612 Dear Mr Geyer Enclosed for your records is a copy of "Reimbursement Agreement Between the City of Huntington Beach and HB Boardwalk LLC for Costs Incurred for Fire and Safety Inspection Services " Sincerely, m Joan L Flynn City Clerk JF pe Enclosure Sister Cities Anjo, Japan ♦ Wartakere, New Zealand