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HomeMy WebLinkAboutKristen Schaffner Irvin dba TEAM PETROLEUM and Kristen Schaffner Petroleum - sales tax agreement - 8/3/98 - 1998-08-03H CITY OF HUNTINGTON BEACH E3 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: 04-11-00 TO: Kristen Schaffner Irvin ATTENTION: Name 16400 Pacific Coast Highway, #22bEPARTMENT: Street Huntington Beach, CA 92649 REGARDING: 1st Amendment to City, State, zip Sales Tax Agreement See Attached Action Agenda Item IF _ 13 Date of Approval 4-3- b0 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page is Agreement X RCA CC: D. r QI N. p V. X Name E . Department U-OrsI - RCA Name Department RCA Name Department RCA Name Department RCA `. x Risk Management Dept. Bonds Insurance X Deed Other x X Agreement Insurance Other Agreement Insurance Other Agreement Insurance Other Agreement Insurance Other X Insurance G: Followup/Letters/coverltr (Telephone: 714-536-5227 ) Council/Agency Meeting Held: 4-3—OD Deferred/Continued to: 4 V 0, Approved ❑ onditionally Approved ❑ Deni �P S Signature 1) 7 r— hue Council Meeting Date: April 3, 2000 Department ID Number: ED 00-15 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE . MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator01oJ > '2' _J.. PREPARED BY: DAVID C. BIGGS, Director of Economic Development %� r SUBJECT: Approve the First Amendment to Team Petroleum Sales Tax Agreement Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: Team Petroleum, owned by Kristen Schaffner Irvin, is a Huntington Beach wholesale petroleum supplier that has been located in the City since its inception in 1992. The business has been located at Peter's Landing since 1994. In February, 2000, Team Petroleum moved to its new location at Plaza Almeria. In 1998, a Sales- Tax Agreement was approved by City Council to financially assist Team Petroleum. Phase 1 of the Agreement dealt with retention at Peter's Landing. Phase 2, relocation to Plaza Almeria, has raised some questions regarding time of commencement. When the initial agreement was drafted in 1998, it was not foreseen that the lease for Phase 2 would commence five months prior to relocation to Plaza Almeria. The attached First Amendment to the Sales Tax Agreement is intended to clarify and resolve this timing issue. Funding Source: General Fund revenues through a formula that reimburses a portion of the sales tax revenue generated by Team Petroleum. The financial impact of the 1998 Sales Tax Agreement is unchanged with this First Amendment to the Sales Tax Agreement, since only the commencement date of the five year Phase 2 portion is affected. Recommended Action: Motion to: 1. Approve the First Amendment to the Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin and authorize its execution by the Mayor and City Clerk. Alternative Action(s): 1. Do not approve the attached First Amendment to the Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin. 2. Direct city staff/City Attorney to modify the attached First Amendment to the Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin. 1 �1 • REQUEST FOR CITY COUNCIL ACTION MEETING DATE: April 3, 2000 DEPARTMENT ID NUMBER: ED 00-15 Analysis: The existing Sales Tax Agreement between the City of Huntington Beach and Team Petroleum consists of two phases, with an effective date of July 1, 1998. Phase 1 covered retention at Peter's Landing with reimbursement for rent and tenant improvements. Phase 2 covers relocation to Plaza Almeria once the project became ready for occupancy. The Agreement calls for reimbursement of relocation costs, monthly rent, parking fees, and tenant improvements. Phase 2 covers a period of up to five years. In October, 1999, Team Petroleum's lease at Plaza Almeria became effective. In February, 2000, Team Petroleum moved to Plaza Almeria. Team Petroeum has requested that the five year term of Phase 2 commence when the lease became effective rather than when they began operating at the new location. When the initial agreement was drafted in 1998, it was not foreseen that the lease for Phase 2 would begin in October, 1999, while relocation to Plaza Almeria would not transpire until February, 2000. The attached First Amendment to the Sales Tax Agreement is intended to clarify and resolve this timing issue. Environmental Status: N/A Attachment(s): RCA Author: Eli Naffah, 5088 RCATPAMD .2- 1 3/27/00 2:04 PM • CJ First Amendment to Sales Tax Agreement FIRST AMENDMENT TO THE SALES TAX AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND KRISTEN SCHAFFNER IRVIN Aprj'jiIS FIRST AMENDMENT TO THE SALES TAX AGREEMENT ("Amendment"), dated as of March 3rd, 2000, is entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("City") and KRISTEN SCHAFFNER IRVIN, dba TEAM PETROLEUM and KRISTEN SCHAFFNER PETROLEUM ('Business Owner"). RECITALS A. Business Owner and the City entered into the "Sales Tax Agreement" (hereinafter referred to as "Agreement") as of August 3, 1998. B. The Agreement provided that City would assist Business Owner with its rent and tenant improvements from sales tax revenues the Business Owner generates. The Agreement further provided for one level of assistance so long as Business Owner was located at.,16400.Pacific Coast -- Highway, Suite 221, Huntington Beach, California, and a second higher level of assistance upon Business Owner's relocation to Plaza Almeria. C. The Business Owner signed a lease with Plaza Almeria, which commenced on October 15, 1999 and expires on October 14, 2004. Although the Business Owner has been paying rent for Plaza Almeria since October 15, 1999, she did not physically relocate from the Pacific Coast Highway Site to the Plaza Almeria until February 2000. The Agreement did not contemplate that Business Owner would be leasing both the Pacific Coast Highway and the Plaza Almeria Sites simultaneously. It is the City's position that under the Agreement, until Business Owner has physically relocated to Plaza Almeria, the lower level of assistance continues; however, the Business Owner contends that the higher level of assistance begins when she began paying rent for Plaza Almeria. . NOW, THEREFORE, based upon the foregoing Recitals and in consideration of the mutual covenants and conditions hereinafter set forth, Business Owner and City agree as follows: Section 1. Section 1.7 of the Agreement is amended to read as follows: "1.7 "Operating Period" means the period beginning with the Commencement Date and expiring on October 14, 2004. Section 1. Section 4.3 of the Agreement is amended to read as follows: "4.3 Base Rental Expense Assistance for the Plaza Almeria Site. Upon the effective date of any lease agreement between Business Owner and Plaza Almeria, City shall reimburse Business Owner her rent for the Plaza Almeria Site, not exceeding $2.00 per month per square foot of leased space up to a maximum of two thousand (2,000) square feet of leased space; that is the maximum base rental reimbursement for the Plaza Almeria Site is Four Thousand Dollars ($4,000.00) per SF: 2000 Agree: Amend 1 Team Pet. RLS 00-157 3/22/00 - #2 month. Further, in connection with the Plaza Almeria Site, the City will reimburse common area maintenance ("CAM") charges not exceeding Two Hundred Dollars ($200.00) per month and the cost of up to four (4) reserved parking spaces, not to exceed $2,880.00 per year. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below. Further, City's obligations to reimburse Business Owner in connection with the Pacific Coast Highway Site shall terminate concurrently with the effective date of the Plaza Almeria lease." Section 2. Section 4.4 of the Agreement is amended to read as follows: "4.4 Relocation Assistance for Moving from the Pacific Coast Highway Site to the Plaza Almeria Site. City shall reimburse Business Owner for relocation costs incurred in connection with moving to the Plaza Almeria Site, provided the expenses are incurred between thirty (30) days before and thirty (30) days after physical relocation to Plaza Almeria and further that the expenses not exceed Five Thousand Five Hundred Dollars ($5,500.00). This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below, for the Fiscal Year in which the expense -is incurred:" Section 3. Section 4.6 of the Agreement is amended to read as follows: "4.6 Tenant Improvement Assistance for the Plaza Almeria Site. City shall reimburse Business Owner all tenant improvements costs, all costs in connection with acquisitions of furniture, furnishings and fixtures and the cost for additional computers incurred in connection with moving to the Plaza Almeria Site, provided that: (i) the expenses are incurred between one (1) month prior to the effective date of the Plaza Almeria lease through six (6) months after the effective date of the Plaza Almeria lease; (ii) the expenses not exceed Sixty Thousand Dollars ($60,000.00); (iii) Business Owner submits reasonable evidence of such expenses in the form of invoices and receipts; and (iv) the expenses are reasonable expenses as determined by the City Administrator, which approval shall not unreasonably be withheld. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below." Section 4. Execution in Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 5. Copies. Any executed copy of this Amendment shall be deemed an original for all purposes. Section 6. Severability. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability, unless it affects the substantial rights of a party or defeats the purpose of this Amendment, shall not affect any other provision of this Amendment, but this Amendment shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. SF/s:PCD:Agree:TeamPetr 2 3/22/00 - #12 Section 7. Interpretation. The language in all parts of this Amendment shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any party. When the context of this Amendment requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture or other entity, and the singular includes the plural. Section 8. Except as amended herein, all terms and conditions of the Agreement shall remain unchanged by this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the dates hereinafter respectively set forth. BUSINESS OWNER: KRISTEN SCHAFFNER IRVIN, dba Team Petroleum and Kristen Schaffner Petroleum Kristen Schaffner Irvin ATTEST: - 44-- 7: Gity Clerk REVIEWED AND APPROVED: City A inistrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California k"qklw" Mayor Pro Tem APPROVED AS TO FORM: .3 "0. City Attorney �Z/ 3�Z INITIATED AND APPROVED: Director of Economic Development S F/s: PC D: Agree: TeamPetr 3/22/00 - #12 3 MM-1 i -00 FR! 4:.! Pt. ANDIRE'. i&C0. FAX NO. 029478541 F. A'rO t10,, hw l s l <ks� a R�A�^�99UE DATE 0 ... TE (MMID " ` i IL 03/31/2000 PnoouCEq THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Andreini & Co License 0208825 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 220 West 20th Ave. POLICIES BELOW. ................ .._...... ......... ... ..... ... .......... . San Mateo, CA 94403 COMPANIES AFFORDING COVERAGE (650)573-1111 Fax(650)378-`43`�6+1 LYrT1Y"" 1"A COMPANY �'11.� Tip (�Jo.)O LETTER A WESTPORT INSURANCE COMPANY .................................................................................................. LETTER B AI.0 INSURANCE COMPANY INSURED TEAM PETROLEUM COMPANY LETTER C 301 MAIN ST., #212 HUNTINGTON BEACH, CA 92648 OOMPANY LETTER D COMPANY E - LETTER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH P.ESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE IUSJRA:NCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED'BY PAID CLAIMS. COI TYPE OF INSURANCE POLICY NUMBER POLICY E"TCTIYE POLICY EXPIRATION LIYR$ LTR :- DATE (MMIDOMY) DATE MMOOM'I A. DENFAAL LIABILITY GENERAL AGGREGATE S 2,000, 0 0 Q ,- X: COMMERCIAL GENERAL WAGILITY W HL OW1194 PAOCUCTS-COMPtOP AGO f 1, 0 0 0 0 0 Q ....... .. ... CLAMS MADE X :OCCUR. _ PERSONAL f AOV. INJURY !f 1,000, 0 0 0 _......, ;05/04/99 05/ 04/ 00>................... ......... .................... .. . OWNER'S 6 CONTRACTOR'S PROT. - EACH OCCURRENCE I 1,000, 000 X *SEE BELOW 1 FIRE DAMAGE (Any ore No) a 5 O , 0 0 0 ......... .. MED EXPENSE (Any onn Delson) s 51000 AUTOMOBILE LIABILITY CGNgINED SINGLE A.-X ANY AUTO WHL ODD11A4 LIMIT 'f 11000, 000 ALL OWNED AUTOS 05/04/99 OS/ 04/ 00 goD:LY INJURY SCHEDULED AUTOS (Pet perwn) X ;HIRED AUTOS GOD-LY INJURY (Par ac6den0 X=,NON•OWNED AUTOS f GARAGE LIABILITY PROPERTY DAMAGE a :Excm LIABILITY :EACH OCCURRENCE �3 B X . UMBRELLA FORM _.... ........ ... .......... 8F 701 as a>' 0 5 /04 /9 9 0 5/ 0 4/ 0 0 AGGREGATE .: OTHER THAN UMBRELLA FORM - :........ ....... ......- ... . -.... _... .... ... .. ... ..-...... ........ . WORKER'S COMPENSATION - ; STATUTORY LIMITS - - ... .... . ...... .....—..... ...... ...... I ...... .. .... AND APPROVER t..S TO FORM: EACH ACCIDENT f ........... ............... DISEASE - POLICY LIMIT 3 EMPLOYERS' LIABILITY GAIL HUTWIT, City Attorney � ......................... .. ... .......... DISEASE • EACH EMPLOYEE f ... ........... ..... ..... ...... - .. By ..Deputy Cii'� �tOd i3 • oT>+en c-'i ...... ._........................... _. _ ....... _ ................................................................................ _ . DESCRIP71ON OF OPERATION&ILOCATIONSNEHK LESISPECIAL ITEMS WAIVER OF SUBROGATION INCLUDED. CITY OF HUNTINGTON BEACH, ITS OFFICIALS, EMPLOYEES & AGENTS ARE NAMED AS ADDITIONAL INSURED PER ATTACHED ENDT. 30 DAYS CANCELLAT ON EXCEPT WITH RESPECT -TO NO -PAY WHICH IS 10 DAYS. :. �. MOLIti : -.� ,,. . _: .:: .-... .-.�->..r.r --.. i-.. �_ .. .... .via`.. �� .-•t _y .� ....... .. .. ... s SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE if EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL E MAIL 3 O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY OF HUNTINGTON BEACH LEFT, PURCHASING DEPT .4' 200 MAIN ST. ,;: AUTNoaWD REPRESE/ITATNE HUNTINGTON BEACH CA 92648 MAR-31-2000 16:30 029476541 96% P•02 MAR" -OC FR'. 4 .2 ?I:' A"1DIRE NCO. FAjX; X0. 020478541 F. ? • c-ITI LWNU- Vftuv }1 VV 1V fnoo. jo . Policy Number:WHL 0001194 Commercial General Liability POLICY FORMS & ENDORSEMENTS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: CITY OF HUNTINGTON BEACH, ITS AGENTS, OFFICERS, & EMPLOYEES Ilf no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an Insured but only with respect to liability arising out of "your work" for that insured by or for you, INSURED: TEAM PETROLEUM CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 MAR-31-2000 16:30 029478541 96% P.03 RPR. 3.200� 12 • 39PM TERM PETROLEUM (KSP) NO.05E_ P.21�� r'1rm. J. GYJYJ 1G �an11 • I`IV. C7b I''. STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 ti Te -lo COMPENSATION INS�JRANOE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE APRIL 3, 2000 1391222 — 00 POLICY NUMBER: �_�-�� CERTIFICATE EXPIRES: r- CITY OF Ht1NTINGT0N BEACH ECOiciaMIC DEVELORgNT 2000 I'IAIN STREET [•RWINGrTOI BEACH CA 92648 L. This is to certlfy that we have Issued a valid Workers' Compensation Insurance policy in a form approved by the California Insurance Commisslonerto the employer named below forthe policy period Indioated. This policy is not subject to cancellation by the Fund except upo►ft days' advance written notice to the employer. 30 We wilf also give yoQWN days' advance notice should this policy be cancelled priorto its normal expiration. This oertlflcate of insurance is not an Insuranoe policy and does not amenq, extend or alter the coverage afforded by the. policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate of insurance mkf be issued or may pertain, the Insurance afforded by the policies described herein Is subject to all the terms, exclusions and conditions of such policies. AUTHORIZED fWEPREB TATIVE PRESIDENT WLOYER-S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDOOMSEMENT #2065 ENTITLED CEUIFICATE HOLDERSO NOTICE EFFECTIVE 04/03/00 IS ATTACHED TO A19D FORMS A PART OF THIS POLICY. tOtiT'9 ,S TO FORM*I . 1' =L City Attorn®X • ��� OBI ° CityAttor", Deputy . 7, EMPLOYER a TRAM PETROI,EVM 301 • MAIN STRTsET #212 HUNTINGTON BEACH MCA 92M L. APR-03-2000 12:44 17149604271 qe% P•02 0 • RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Develo ment SUBJECT' ►rst_ A_mtiendment"to Team Petroleum Sales Tax Ag_r_eemen't COUNCIL MEETING DATE: I FA = hF 3, -2000 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) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorne Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement Unbud et, over $5,000) Not Applicable Bonds If applicable) Not Applicable Staff Report If ap plicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not A licable . `EXPLANATION FOR MISSING. ATTACHMENTS EXPLANATION. FO-R RET.U,RN_O..F ITEM RCA Author: Naffah .B/G6S- �& NA`Fi9 - ) Council/Agency Meeting Held: 7Z �,Q,/Z) Deferred/Continued to: Approved Con i ionall Approv d Denied vl� City Clerk's Signature Council Meeting Date: August 3, 1998 Department ID Number: ED 98-26 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator 0*, .) PREPARED BY: DAVID C. BIGGS, Director of Economic Development #* SUBJECT: Retention/Relocation Of Team Petroleum Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Statement of Issue: Team Petroleum owned by Kristen Schaffner Irvin is a Huntington Beach wholesale petroleum supplier that has been located in the City since its inception in 1992. The business has been located at Peter's Landing since 1994. Team Petroleum was the City's 15th largest sales tax generator during the first quarter of 1998. During the 1996-97 fiscal year, the business generated approximately $200,000 in sales tax revenue to the City. Team Petroleum has outgrown its current office space and has approached several cities in addition to Huntington Beach requesting financial assistance. City staff has been negotiating with Team Petroleum since December 1997 when the firm first requested financial assistance. Funding Source: General Fund revenues through a formula that reimburses a portion of the sales tax revenue generated by Team Petroleum. Recommended Action: Motion to: 1. Approve the Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin and authorize its execution by the Mayor and City Clerk. 2. Approve an appropriation of $8,155 from the General Fund Unappropriated Fund Balance for maximum costs for the 1997-1998 fiscal year! Alternative Action(s): 1. Do not approve the attached Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin. 2. Direct city staff/City Attorney to modify the attached Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin. REMEST FOR CITY COUNCIL APION MEETING DATE: August 3, 1998 DEPARTMENT ID NUMBER: ED 98-26 Analysis: The proposed agreement between the City of Huntington Beach and Team Petroleum consists of two phases, with an effective date of July 1, 1998. Phase 1 - Retention at Peter's Landing with reimbursement for current rent ($1,584/mo.) plus supplemental office space (up to $800/mo. if needed) and tenant improvements (up to $1,000 if needed). Phase 2 - Relocation to Plaza Almeria in the downtown once the project is ready for occupancy. The proposal calls for Phase 2 reimbursement of relocation costs (up to $5,500), monthly rent ($2/sq.ft.), parking fees ($240/mo.), and up to $3,000 quarterly (to a $60,000 maximum for the duration of the agreement) for reimbursement of tenant improvements, furniture, furnishings, fixtures, and computers. All payments are to be made in arrears with an annual reconciliation based upon actual sales tax levels. Phase 2 will cover a period of up to five years for office space ranging between 2,000 - 3,000 square feet dependent upon the business growth of Team Petroleum. The City will fully reimburse, as described above, for up to 2,000 sq.ft. of space when the City's annual sales tax share of Team Petroleum's operations equals at least $150,000. If Team's operations generate less than $150,000 to the City, then the City's reimbursement would be reduced by an equal proportion. If Team occupies between 2,001 sq.ft. -3,000 sq.ft., the City will fully reimburse, as described above, for the additional space if the City's annual sales tax share equals at least $225,000. If sales taxes are between $150,001 and $225,000, then the portion of reimbursement paid by the City will be increased above the 2,000 sq.ft. level proportionate to sales tax above the $150,000 base level. Further details are included in the attached Agreement prepared by the City Attorney's office. In summary, we recommend this agreement be approved in order to convert a potential short-term significant loss to the General Fund into a possible long-term financial gain for the City. Team Petroleum has a commitment from the City of Seal Beach and was ready to leave Huntington Beach. If Team Petroleum moves, the current $200,000 in annual sales tax revenue to the City will become $0. With this agreement, the City nets between $121,000 to $137,000 annually if Team Petroleum maintains its current $200,000 in sales tax. All indications are that Team Petroleum will continue to grow. Since 1992, the average annual growth in sales tax revenue to the City from Team Petroleum has been over $45, 000. Team Petroleum has indicated to staff that recent new contracts in California will generate millions of dollars in annual sales, which will add to sales tax growth. This agreement will assure that Team Petroleum will remain in Huntington Beach for 5 to 6 years. Environmental Status: N/A RCATEAMP -2- 07/29/98 8:50 AM REQCIEST FOR CITY COUNCIL ARION MEETING DATE: August 3, 1998 Attachment(s): DEPARTMENT ID NUMBER: ED 98-26 1. Sales Tax Agreement 2. Financial Impact Statement. 3. General Fund Budget Amendment —"Exception Form." 4. Certificates of Insurance RCA Author: Eli Naffah, 5088 RCATEAMP -3- 07/28/98 2:53 PM • 0 AGREEMENT BETWEEN CITY AND TEAM PETROLEUM ...... . .... .. .. .... . . .... ATTACHMENT #1.......... SALES TAX AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND KRISTEN SCHAFFNER IRVIN THIS SALES TAX AGREEMENT ("Agreement"), dated as of August 3, 1998, is entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("City") and KRISTEN SCHAFFNER IRVIN, dba TEAM PETROLEUM and KRISTEN SCHAFFNER PETROLEUM ("Business Owner"). RECITALS A. Business Owner is in the business of selling gasoline and other petroleum products. Business Owner's current point of sale for purposes of the Uniform Local Sales and Use Tax Law is her office located at 16400 Pacific Coast Highway, Suite 221, Huntington Beach, CA 92648. B. Business Owner is currently contemplating relocating to Mitchell Plaza, 1700 Pacific Coast Highway in the City of Seal Beach. C. City recognizes that relocation of Business Owner to Seal Beach will harm the economic vitality of the City. City further recognizes that retention of Business Owner will contribute to the economic vitality of the City, provide additional jobs, expand the City's tax base and otherwise improve economic and physical conditions in the City. D. In order to induce the Business Owner to retain her business in the City, and to relocate to the City's Redevelopment Area, the City is willing to provide financial assistance to the Business Owner as described in this Agreement, provided that Business Owner continues to make Petroleum Sales within the City during the Operating Period. E. By its approval of this Agreement, the City Council of City has found and determined that this Agreement serves a valid public purpose through expanding economic opportunities for businesses in the City, expanding the City's employment base, and generating Sales Tax Increment that City can utilize to fund general governmental services such as police, fire, street maintenance, and parks and recreation programs. City and Business Owner have agreed that the respective considerations are a fair exchange. F. The City has found that it is of benefit to the City and its citizens that certain obligations be imposed upon Business Owner's current and future offices to insure continued Petroleum Sales and the resulting increase in sales tax revenues to the City. NOW, THEREFORE, based upon the foregoing Recitals and in consideration of the mutual covenants and conditions hereinafter set forth, Business Owner and City agree as follows: 1. DEFINITIONS. The capitalized terms and words used in this Agreement shall have the following meanings unless expressly provided to the contrary: 1.1 Base Rental Expense Payment means an installment of Monthly Base Rental payable under the terms of the lease for the Sites during the Operating Period. 1.2 "Base Sales Tax Increment" shall mean the first One Hundred Fifty Thousand Dollars ($150,000.00) the City receives in Sales Tax Increment. 1.3 "Commencement Date" means July 1, 1998. 1.4 "Event of Default" means any event so designated in this Agreement. 1.5 "Fiscal Year" means July 1 through June 30. 1.6 "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Agency. 1.7 "Operating Period" means the period beginning with the Commencement Date and expiring five years subsequent to Business Owner relocating to and commencing a lease at Plaza Almeria or a mutually agreeable location. 1.8 "Party" means any party to this Agreement. The "Parties" shall be all parties to this Agreement. 1.9 "Petroleum Sales Business" means operations Business Owner conducts to sell gasoline and other petroleum products. 1.10 "Penalty Assessments" means penalties, assessments, collection costs and other costs, fees or charges resulting from late or delinquent payment of Sales Tax and which are levied, assessed, or otherwise collected from the business on the Site owing or obligated to pay Sales Tax. 1.11 "Person" means any entity, whether an individual, trustee, corporation, partnership, trust, unincorporated organization, governmental agency or otherwise. 1.12 "Sales Tax Increment" means that portion of taxes derived and received by the City of Huntington Beach from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law, commencing with Section 7200 of the Revenue and Taxation Code of the State of California, as amended, or its equivalent, arising from all businesses and activities conducted on the Sites. Sales Tax Increment shall not include Penalty Assessments, any Sales Taxes levied by, collected for or allocated to the State of California, the County of Orange, a district or any SF/s:PCD:Agree:TeamPetr 2 7/29/98 - # 12 other entity, or any funds paid, granted or allocated to City by the State of California, the County of Orange, a district or any other entity, notwithstanding that such funds received by City are derived or measured by such other entity based upon Sales Taxes. The Sales Tax Increment shall not exceed one percent (1%) upon taxable sales and uses on the Sites. 1.13 "Sites" refer to the properties commonly known as 16400 Pacific Coast Highway, Suite 221, Huntington Beach, California 92649; and, Plaza Almeria, located on Main Street, between Olive and Orange in Huntington Beach, California 92648, or a mutually agreeable location. "Site" refers to one of the Sites. 1.14 "Sales Tax" means the tax derived from the Business Owner's business conducted on the Site and a portion of which is allocated to and received by the City pursuant to the Uniform Local Sales and Use Tax Law, commencing with California Revenue and Taxation _ Code Section 7200 et seq., as amended. 2. THE PARTIES 2.1 Business Owner. Business Owner is Kristen Schaffner Irvin, an individual doing business as Team Petroleum and Kristen Schaffner Petroleum, whose mailing address for purposes of this Agreement is: Team Petroleum, 16400 Pacific Coast Highway, Suite 221, Huntington Beach, California. Wherever the term "Business Owner" is used in this Agreement, the term shall be deemed to refer to Kristen Schaffner Irvin. Business Owner may not assign the rights and obligations of this Agreement to any other person without the written consent of the City, which consent the City may not unreasonably withhold. By executing this Agreement, Business Owner warrants and represents to City that she has the full power and authority to enter into this Agreement and that all authorizations and approvals required to make this Agreement binding upon Business Owner have been duly obtained. 2.2 The City. The City is a municipal corporation, duly organized and existing pursuant to its Charter. 3. OBLIGATIONS OF BUSINESS OWNER 3.1 Agreement. Business Owner hereby covenants and agrees to operate her Petroleum Sales Business on one or the other Site during the Operating Term. SF/s:PCD:Agree:TeamPetr 3 7/29/98 - # 12 • .! 3.2 Sites. Business Owner shall continue to lease the Pacific Coast Highway Site for operating her Petroleum Sales Business. Business Owner may lease additional supplemental office space at the Pacific Coast Highway Site. Business Owner shall, in reasonable time, relocate her Petroleum Sales Business to the Plaza Almeria Site and enter into a five- (5) year lease. If Business Owner is unable to lease an office in Plaza Almeria, Business Owner and the City Administrator shall negotiate in good faith on an alternative site in the City of Huntington Beach for Business Owner's offices. If said negotiations are unsuccessful, either party may terminate this. Agreement upon thirty (30) days' written notice to the other party. Any Site lease shall contain a provision allowing Business Owner to cancel the lease if this Agreement is terminated before the end of the Operating Period. 3.3 Maximize Sales Tax. During the Operating Period, Business Owner shall use her best efforts, consistent with the requirements of law, to designate the Sites as the point of sale in all retail sales of gasoline and other petroleum products. Business Owner shall not open any other offices in Southern California (i.e., the Counties of Ventura, Los Angeles, Orange, Riverside, San Bernardino, San Diego, Imperial, Santa Barbara, San Luis Obispo, and Kern). Further, if Business Owner opens a Northern California office, all the then -current sales accounts serviced from the Sites shall remain -the point of sale. 3.4 Indemnification. From the Commencement Date of this Agreement through the Termination Date, Business Owner shall indemnify, defend, and hold harmless City and its officers, employees and agents, from and against all liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") imposed upon or incurred by_or asserted against City arising out of any act or omission of Business Owner in the Petroleum Sales Business; provided, however, that the aforesaid obligations of Business Owner shall not apply to the extent any Claim results from the active negligence or intentional misconduct of City or any of City's officers, employees, agents, or contractors. In the event that any action, suit or proceeding is brought against City by reason of any such occurrence, Business Owner, upon City's request, will, at Business Owner's expense, defend such action, suit or proceeding. 3.5 Insurance. Business Owner shall take out and maintain in effect through the Operating Period, at Business Owner's sole cost and expense, the following insurance policies in the minimum amounts specified and in the forms provided below: (i) Comprehensive General Liability in an amount not less than One Million Dollars ($1,000,000) combined single limits for each occurrence for bodily injury, personal injury, and property damage including contractual liability. City and its officials, employees and volunteers shall be covered as additional insureds with respect to liability arising out of activities by or on behalf of. Business Owner or in connection with the use or occupancy of the Sites. Coverage shall be in a form reasonably acceptable to the City's Risk Manager and shall be primary as to any insurance or self-insurance maintained by City. SF/s:PCD: Agree:TeamPetr 4 7/29/98 - # 12 0 (ii) Workers' Compensation as required by the Labor Code of the State of California and Employers' Liability insurance in an amount not less than Two Hundred Fifty Thousand Dollars ($250,000). 3.5.1 Acceptable insurance coverage shall be placed with carriers admitted to write insurance in California, or carriers with a rating of or equivalent (as reasonably determined by City's Risk Manager) to ANIII by A. M. Best & Company. Any deviation from this rule shall require specific written approval from City's Risk Manager. Any deductibles or self - insured retentions in excess of Ten Thousand Dollars must be declared to and approved by City, which approval may not be unreasonably withheld. Coverage under each policy shall not be suspended, avoided, or canceled except after 30 days (or 10 days in the case of non-payment of premiums) prior written notice to City. Business Owner shall furnish City with certificates of insurance and with original endorsements effecting coverage as required under this section. The certificates and endorsements for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. City reserves the right to require complete certified copies of all.insurance policies at any time. 3.6 Local, State and Federal Laws. Business Owner shall carry out the operation of her business in conformity with all applicable local, state and federal laws. 3.7 Anti -discrimination. Business Owner shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin. 3.8 Business Owner's Representations and Warranties. Business Owner makes the following representations and warranties as of the date of this Agreement and agrees that such representations and warranties shall survive and continue thereafter but shall not be remade after the date of this Agreement. 3.8.1 No Liti ate. There is no litigation, action, suit, or other proceeding pending or threatened against the Business Owner or the Pacific Coast Highway Site which may adversely affect the validity or enforceability of this Agreement or the Petroleum Sales Business at the Pacific Coast Highway Site. To the best of Business Owner's knowledge, Business Owner is not in violation of any statute, law, regulation or ordinance, or of any order of any court or governmental entity the effect of which would prohibit the Business Owner from performing her obligations hereunder. 3.8.2 Authority. Business Owner has complied with all governmental requirements concerning her organization, existence and transaction of the Petroleum Sales Business. Business Owner has the right and power to own and operate its business as contemplated in this Agreement. 3.8.3 No Breach. To Business Owner's knowledge, none of the undertakings contained in this Agreement violate any applicable governmental requirements, or conflicts with, SF/s:PCD:Agree:TeamPetr 5 7/29/98 - 412 or constitutes a breach or default under, any agreement by which the Business Owner is bound or regulated. 3.8.6 Warranty Against Payment of Consideration for Agreement. Business Owner warrants that she has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as accountants and attorneys. 3.9 Release of City Officials. No member, official, agent, employee, or attorney of the City shall be personally liable to Business Owner, or any successor in interest of the Business Owner, in the event of any default or breach by the City or for any amount which may become due to the Business Owner or its successors, or on any obligations under the terms of this Agreement. The Business Owner hereby waives and releases any claim she may have personally against the members, officials, agents, employees, consultants, or attorneys of the City with respect to any default or breach by the City or for any amount which may become due to the Business Owner or its successors, or on any obligations under the terms of this Agreement. 4. OBLIGATIONS OF CITY 4.1 Base Rental Expense Assistance for the Pacific Coast Hijzhway Site. Effective the Commencement Date of this Agreement, City shall reimburse Business Owner her current rent for the Pacific Coast Highway Site, not exceeding One Thousand Five Hundred Eighty Four Dollars and Ten Cents ( $1,584.10) per month. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below. 4.2 Supplemental Rental Expense Assistance for the Pacific Coast Highway Site. Provided that the Business Owner has leased supplemental office space at the Pacific Coast Highway Site after the Commencement Date, City shall reimburse Business Owner her additional lease rent for the supplemental office space, not exceeding Eight Hundred Dollars ($800.00) per month. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below. 4.3 Base Rental Expense Assistance for the Plaza Almeria Site. Upon Business Owner's relocation to the Plaza Almeria, City shall reimburse Business Owner her rent for the Plaza Almeria Site, not exceeding $2.00 per month per square foot of leased space up to a maximum of two thousand (2,000) square feet of leased space; that is the maximum base rental reimbursement for the Plaza Almeria Site is Four Thousand Dollars ($4,000.00) per month. Further, in connection with the Plaza Almeria Site, the City will reimburse common area maintenance ("CAM") charges not exceeding Two Hundred Dollars ($200.00) per month and the cost of up to four (4) reserved parking spaces, not to exceed $2,880.00 per year. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below. SF/s:PCD:Agree:TeamPetr 6 7/29/98 - # 12 0 • 4.4 Relocation Assistance for Moving from the Pacific Coast Highway Site to the Plaza Almeria Site. City shall reimburse Business Owner for relocation costs incurred in connection with moving to the Plaza Almeria Site, provided the expenses are incurred between thirty (30) days before and thirty (30) days after the move and further that the expenses not exceed Five Thousand Five Hundred Dollars ($5,500.00). This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below, for the Fiscal Year in which the expense is incurred. 4.5 Tenant Improvement Assistance for the Pacific Coast Highway Site. Provided that Business Owner submits to the City reasonable evidence in the form of invoices and receipts, City shall reimburse Business Owner for the cost of tenant improvements, including furniture, furnishings and fixtures, in connection with renting supplemental office space at the Pacific Coast Highway Site, not to exceed One Thousand Dollars ($1,000). This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below, for the Fiscal Year in which the expense is incurred. 4.6 Tenant Improvement Assistance for the Plaza Almeria Site. City shall reimburse Business Owner all tenant improvements costs, all costs in connection with acquisitions of furniture, furnishings and fixtures and the cost for additional computers incurred in connection with moving to the Plaza Almeria Site, provided that: (i) the expenses are incurred between one (1) month prior to relocation to Plaza Almeria through six (6) months after relocation to Plaza Almeria; (ii) the expenses not exceed Sixty Thousand Dollars ($60,000.00); (iii) Business Owner submits reasonable evidence of such expenses in the form of invoices and receipts; and (iv) the expenses are reasonable expenses as determined by the City Administrator, which approval shall not unreasonably be withheld. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described below. 4.7 Supplemental Rental Expense Assistance for the Plaza Almeria Site. Business Owner, at her discretion, may lease supplemental office space at Plaza Almeria in excess of the base office space of 2,000 square feet. The City shall reimburse Business Owner her rent for said supplemental space, not to exceed $2.00 per month per square foot of leased space for the portion above 2,000 square feet to a maximum of 3,000 square feet. This Assistance is subject to offset based upon Business Owner providing a minimum Sales Tax Increment to the City as described. at Section 4.8.1. 4.8 City's Obligation to Provide Assistance Conditional on Sales Tax Increment. The City's obligation to provide Business Owner with assistance pursuant to Sections 4.1 through 4.6 is conditioned upon Business Owner producing a Sales Tax Increment of not less than One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year. To the extent that Business Owner does not meet the Base Sales Tax Increment, then the reimbursement obligation will be reduced proportionately.. By way of example, if the City only receives $75,000 in Sales Tax Increment from Business Owner, then the Assistance obligations set forth at Section 4.1 through 4.6 are reduced by fifty percent (50%). SF/s:PCD:Agree:TeamPetr 7 7/29/98 - # 12 4.8.1 City's obligation to provide Supplemental Rental Expense Assistance for the Plaza Almeria Site (Section 4.7) is conditional upon a Sales Tax Increment of not less than Two Hundred Twenty Five Thousand Dollars ($225,000). By way of example, if sales taxes are between $150,001 and $225,000, then the Supplemental Rental Reimbursement Assistance will be decreased proportionately; that is, if the sales tax increment is $175,000 and Business Owner leases 3,000 square feet in Plaza Almeria at $2.00 per square foot per month ($6,000.00 per month), then City will reimburse Business Owner all of the first $4,000.00 per month in rent, plus one-third of the next $2,000.00 per month of rent or $666.66. 4.9 Reimbursement Procedures. All City payments as provided for in Sections 4.1 through 4.7 will be made on a reimbursement basis only. For the one-time only expenses included in Section 4.4 (maximum $5,500) and Section 4.5 (maximum of $1,000), reimbursement payment shall be made by City no later than 45 days subsequent to receiving from Business Owner a request for payment substantially in the form of Attachment No. 1 to this Agreement and related supporting documentation. Rental and related reimbursements provided in Sections 4.1 (up to $1,584.10/mo.), 4.2 (up to $800/mo.), 4.3 (up to $4,440/mo.), and 4.7 (up to $2,000/mo.) will be paid monthly by City no later than 45 days subsequent to receiving from Business Owner a request for payment substantially in the form of Attachment No. 1 to this Agreement and related supporting documentation. Tenant Improvement Assistance for the Plaza Almeria Site, as provided for in Section 4.6, shall be reimbursed on a quarterly basis, the quarterly amount being the total expense prorated over the 20 quarters (5-year) lease term at Plaza Almeria. (The maximum quarterly expense is $3,000 per quarter.) 4.9.1 Business Owner shall submit to City with each reimbursement request proof of Sales Taxes owed and paid by Business Owner (which proof may be in the form attached as Attachment No. 1). All requests shall include: (i) satisfactory evidence that Business Owner has paid the rent or expense; and (ii) that the lease for the Site remains in full force and effect; and (iii) all reports to the Board of Equalization, as they become available. 4.9.2 City shall reconcile Sales Tax Increment each quarter of the Fiscal Year in which the Sales Tax Increment was generated on the Sites. For example, the first reconciliation under this Agreement will be based upon Sales Tax Increment which occurred on the Sites between July 1, 1998, and September 30, 1998. 4.9.3 For purposes of reconciling the reimbursement payments City is required to make to Business Owner during any Fiscal Year of the Operating Period, the Sales Tax Increment thresholds set forth in Section 4.8 herein shall be prorated on a quarterly basis. For example, for the third quarterly reconciliation of the fiscal year beginning July 1, 1998, assume the total amount of Sales Tax Increment paid by Business Owner to the State Board of Equalization between July 1, 1998, and March 31, 1999, is One Hundred Thousand Dollars ($100,000). The portion of the Base Sales Tax Amount attributable to the July 1 - March 31 period would be One Hundred Twelve Thousand Five Hundred Dollars ($112,500) (75% of $150,000). Assume the rent paid for the Pacific Coast Highway Site was $2,384.10 per month or $21,456.90 (9.x $2,384.10) for the three quarters. Accordingly, the reimbursement owed by City to Business Owner would be Nineteen Thousand Seventy-two Dollars and eighty cents SF/s:PCD: Agree:TeamPetr 8 7/29/98 - # 12 ($19,072.80) ($100,000/$112,500 x $21,460.90). If for any reason the monthly reimbursement payments result in an overpayment to Business Owner for any quarter of a Fiscal Year, City shall be entitled to a credit against the next payment or payments otherwise due to Business Owner in the amount of the overpayment. 4.9.4 The City shall finally determine if the Business Owner has met the Sales Tax Increment threshold for each Fiscal Year for purposes of reconciling the reimbursement payments pursuant to Section 4.1 through 4.7, as soon as the City has confirmed receipt of Sales Tax Increment for the same Fiscal Year. If it is determined that there was an overpayment or underpayment of the monthly reimbursement payment, then the City shall be entitled to a credit or the Business Owner shall be entitled to an additional payment concurrently with the next reimbursement payment due. 4.10 Confirmation that Sales Tax Increment Has Been Received. City may confirm that Sales Tax Increment has been received in one of several ways. First, Business Owner shall provide City with copies of the quarterly (or, if applicable, monthly) Board of Equalization reports filed by its Business Owner together with a copy of her canceled check or other proof of payment of Sales Tax reasonably satisfactory to City. City also may rely upon the Board of Equalization report which follows payment to City setting forth the sources of City's portion of the Sales Tax. Should City rely upon Board of Equalization for reports, Business Owner may challenge the accuracy of such reports. 4.11 Sales Tax Increment. Should the calculation or allocation of Sales Tax Increment substantially and/or materially change over the course of this Agreement, then either Party may terminate this Agreement upon thirty- (30) days written notice to the other Party. 4.12 Legal Challenge. Should any third party challenge the validity of this Agreement through a taxpayer suit or otherwise, either party may terminate this Agreement upon thirty (30) days written notice. 5. DEFAULTS AND REMEDIES 5.1 Events of Default. The following acts or omissions shall initiate the default sequence: (a) If Business Owner materially breaches any of her obligations under Sections 3.1 through 3.5 of this Agreement. (b) If Business Owner is found by a trier of fact, after hearing, to be in violation of any Local, State or Federal law. (c) If Business Owner is found by a trier of fact, after hearing, either to be in violation of any anti -discrimination regulation or to be liable in a suit for discrimination. SF/s:PCD: Agree:TeamPetr 9 7/29/98 - # 12 (d) If Business Owner fails to provide the City with copies of the quarterly (or, if applicable, monthly) Board of Equalization reports filed by its Business Owner together with a copy of her canceled check or other proof of payment of Sales Tax reasonably satisfactory to City, as required pursuant to Section 4.10. (e) If City fails to timely pay its obligations hereunder. When any of the initiating events occur, City or Business Owner may give the other written notice to cure. Where such act or omission is not cured within thirty (30) days after that Party's receipt of written notice that such obligation was not performed, it shall constitute an Event of Default; provided that, if cure cannot reasonably be effected within such 30-day period, such failure shall not be an Event of Default so long as the Party promptly (in any event, within 10 days after receipt of such notice) commences cure, and thereafter diligently (in any event within a reasonable time after receipt of such notice) prosecutes such cure to completion. 5.2 Remedies Upon Default. Upon the occurrence of any Event of Default, and thirty (30) days after written notice of default, and after a reasonable opportunity to cure such default, City or Business Owner, as appropriate, may terminate this Agreement and file any action available in law or equity. 6. GENERAL PROVISIONS 6.1. Time of the Essence. Time is of the essence of this Agreement and all Parties' obligations hereunder. 6.2 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, each Party shall be responsible for its own attorneys' fees. 6.3 Venue. In the event of any litigation hereunder, all such actions shall be instituted in the Superior Court of the County of Orange, State of California, or in an appropriate municipal court in the County of Orange, State of California or an appropriate Federal District Court in the Southern District of California. 6.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6.5 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 6.6 Attachments Incorporated. The Attachment to this Agreement is incorporated herein by this reference. 6.7 Copies. Any executed copy of this Agreement shall be deemed an original for all purposes. SF/s:PCD:Agree:TeamPetr. . 10 7/29/98 - # 12 6.8 Severability. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability, unless it affects the substantial rights of a party or defeats the purpose of this Agreement, shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. 6.9 Interpretation. The language in 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 party. When the context of this Agreement requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture or other entity, and the singular includes the plural. 6.10 No Partnership or Joint Venture. The parties hereto agree that nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, or association between City and Business Owner; or cause City or Business Owner to be responsible in any way for the debts or obligations of the other, and no other provision contained in this Agreement nor any acts the parties hereto shall be deemed to create any relationship between City and Business Owner other than that of contracting parties. Further, nothing herein shall give or is intended to give any rights of any kind to any person not an express party hereto. 6.11 Inte rag tion. This Agreement, including the Attachments attached hereto, is the entire Agreement between and final expression of the parties, and there are no agreements or representations between the parties except as expressed herein. All prior negotiations and agreements between City and Business Owner with respect to the subject matter hereof are superseded by this Agreement. Except as otherwise provided herein, no subsequent change or addition to this Agreement shall be binding unless in writing and signed by the parties hereto. 6.12 Nonwaiver. None of the provisions of this Agreement shall be considered waived by any party except when such waiver is given in writing. The failure of any party to insist in any one or more instances upon strict performance of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 6.13 Notices. Any notice, approval, demand or other communication required or desired to be given pursuant to this Agreement shall be in writing and shall be effective upon personal service (including by means of professional messenger service) or, five (5) days after mailing via SF/sTMAgree:TeamPetr 1 1 7/29/98 - # 12 • United States First Class mail or two (2) days after mailing via Federal Express or other similar reputable overnight delivery service. Any notice shall be addressed as set forth below: If to City: City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 If to Business Owner: Kristen Schaffner Irvin 16400 Pacific Coast Highway Suite 221 Huntington Beach, CA 92649 with copies to (which shall not constitute notice): with copies to (which shall not constitute notice): City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Walter J. Wilson, Esq. 333 West Broadway, Suite 200 Long Beach, CA 90802 and Uday Sawhney, CPA 333 W. Broadway, Suite 105 Long Beach, CA 90802 Either City or Business Owner may change its respective address by giving written notice to the others in accordance with the provisions of this Section. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date hereinafter respectively set forth. BUSINESS OWNER: KRISTEN SCHAFFNER IRVIN, dba Team Petroleum and Kristen Schaffner Petroleum CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By' u Y. `Kristen Schaffn ,,., n M or ATTEST- APPROVED AS TO FORM: City Clerk 9� City Attorney T�z�19 REVIEWED AND APPROVED: City4Cministrator SF/s:PCD:Agree:TeamPetr 12 7/29/98 - # 12 INITIATED AND APPROVED: 6W C. &V Director of Economic Development • • ATTACHMENT NO. 1 Business Owner's Certificate Date: Kristen Schaffner Irvin ("Business Owner") hereby requests reimbursement in the amount, and on the date, set forth below, pursuant to that certain Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for them in the Agreement. REQUESTED AMOUNT: Business Owner hereby represents and warrants to City that: 1. On , Business Owner paid Sales Taxes for the to fiscal year quarter [month] to the California Board of Equalization in the amount of $ Attached hereto is a true and complete photocopy of our quarterly [monthly] filings or other proof of payment. 2. On , Business Owner paid rent for its offices at 16400 Pacific Coast Highway, Huntington Beach, CA/Plaza Almeria in the amount of $ Attached hereto are true and correct copies of the canceled rent check or other proof of payment. 3. On , 19 , Business Owner paid $ for , and requests reimbursement for said expense. Attached hereto are true and correct copies of the canceled check or other proof of payment." Kristen Schaffner Irvin PAYMENT APPROVED: City Representative Fiscal Impact Statement CITY OF HUNTVNGTON BEACH INTERDEPARTMENTAL COMMUNICA TION To: Ray Silver, City Administrator From: Robert J. Franz, Deputy City Administrator Subject: FIS 98-56 Retention/Relocation of Team Petroleum Date: July 7, 1998 As required by Resolution 4832, a Fiscal Impact Statement has been prepared for "Retention/Relocation of Team Petroleum". If the City Council approves this action (total appropriation $8,155), the estimated unappropriated, undesignated General Fund balance at (--4tWber 30, 1,9, 8 will be reduced. to $5,108,828. Robert J.-Franz Deputy City Admin Beginning Fund Balance 10/1/97 (audited) $ 5,118,690 $ 9,183,000 Plus: Estimated Revenue 102,472,050 105,982,740 Less: Estimated Expenditures (102,631,445) (101,310,292) Less Self -Insurance Transfers (1,800,000) Less Transfers to C.I.P. (3,300,000) Less Labor Contingencies (233,153) Less Approved FIS's (3,405,312) Less FIS 98-56 (8,155) Estimated 9/30/98 Balance $ 4,959,295 $ 6,108,828 Estimated General Fund Balance at September 30, 1998 I $6,000,000 $5,600,000 € rx I- $6,000,000 ask s $4,500,000 i I $4,000,000 $3,500,000 I i $6,108,828 ` $3,000,000 $4,959,296 $2,600,000 $2,000,000 ADOPTED BUDGET CURRENT ESTIMATE • • FISCAL IMPACT STATEMENT QUESTIONNAIRE 1. Title of RCA: Retention/Relocation of Team Petroleum 2. Why is this budget amendment needed: A. Why was it not anticipated? The request for assistance by Team Petroleum first arose in December, 1997. This request was unanticipated when the budget was prepared. B. Why can't anticipated current year budget savings be used to fund this item? N.A. C. Why can't the Department re -prioritize current year expenses so that this item can be funded instead of approved budget items? N.A. 3. What will be the cost? Maximum cost per year shown below for balance of 1997-1998 fiscal year and for 1998-1999 fiscal year, maximum for subsequent years is $86,880. A. Direct Cost: Current Fiscal Year: Future Years: B. Indirect Cost: 4. Funding Source: A. Fund: B. Specific Revenue Source: $8155 92380 $0 General Fund Sales Tax C. Alternative Funding Sources: N.A. 5. History: Team Petroleum (a.k.a. Kristen Schaffner Petroleum) is an existing Huntington Beach business that is generating approximately $200,000 per year in sales tax Template1 07/06/98 3:20 PM FISCAL IMPACT STATEMENT QUESTIONNAIRE revenue to the City, but is considering relocation to another Southern California area outside the City. Therefore, the funding source for the proposed agreement ,(which includes a potential expansion of Team Petroleum) is the sales tax revenue. Template1 07/06/98 3:19 PM • L� GENERAL FUND BUDGET AMENDMENT - "EXCEPTION FORM" ATTACHMENT #3 0 i GENERAL FUND BUDGET AMENDMENT 1997/98 "EXCEPTION FORM" Amendments are authorized only for: 1. Obvious emergencies. 2. New expenses with offsetting related new revenues. 3. Implementation of labor relation agreements. If your request for a General Fund budget amendment meets one of the exceptions listed above, please provide a detailed description of your exception below: New expenses with offsetting related new revenues. Team Petroleum (a.k.a. Kristen Schaffner Petroleum) is an existing Huntington Beach business that generates significant sales tax revenue to the City, but is considering relocation outside the City. Without the approval of this expenditure of the requested general fund money, this business will most likely leave the City and the general fiend will lose revenue which in 1996-97 fiscal year was approximately $200,000. Therefore the funding source for the proposed agreement is a portion of the sales tax revenue retained by this agreement. bw C149 Department Head's Signature CERTIFICATES OF INSURANCE A'I„'t"mx :�r41;1 J : sY r ar ss asc, < e WAIT. null 7/27/ 998 PaaDWU= THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Andreiai Co License 0208825 CONFERS NO MONTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAIME AFFORDED BY THE 220 West 2 0 th Ave. POLICIES BELOW ......... San Mateo, CA 94403 COMPANIES AFFORDING COVERAGE (650) 573-1111 Fax (650) 378-4361 ........ ................... _................... ............ .... TE' 1001 Lom OOmpmY A NEW HAMPSHZRE INS. CO. ............ ....... _.- �. �3..q�� B GRANITE STATE INSURANCE CO. gauam TEAM PETROLEUM COWANY C 16400 PACIFIC COAST HWY #221 . LETF ............................... _................................. ........ ........... HUNTINOTON BEACH, CA 92649 �Y D ............ ......... ... . .... ....... .... .... ...... . . C wANY E LETTER THIS 13 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _. ...... ........ .-._.....- ..... ... ......... ... _.... .._....-.. . ...... ._ ,-....-....... .. ........... .......... .... - A : POLM OiCOM .POLICY IMPIRATION TR: TYNE OF pl>RIMNCE POLICY NUIIBEJI DATE MOM"DATEIMMOD" LIMIItt . .. .. _ .. .... A. oEmIAL LIABILITY ...... GENMAL AGGREGATE = 2, 0 0 0, 0 0 0 X COMMERML GENERAL LL416m CPP31�7M : PRODUCT&COMPIOP AOO .- ...... ... • 11000,000 CLAM �; X OCCUR.: 05/04/99:.aERsa+aLaADv.uan.RY............ : 1,000,000 :..OWNETT S 6 CONTRACTORS +ROT. _05/04/98 EACN OCCURiD]ICE s 1,000,000 X s *SEE BELOW .... .... . FM DAMAGE car one RMI .... ................... s ..... 5 0, 0 0 0 - -.... ..... .............. MED..DrEN9 Uft aw ca.WIa _ .:............................_ ;. .............................._...._. 51000 ............................. - ........._...-:......_ [AUTOMOME UARW" . COMBINED SWOLE LIMITt 1,000,000 B X. Aura CAS1 D5/04/98 05/ 04/ 99 BDDLY MURY �sr penes) ....... .................... . = BDDLY NAM :s (Per Bocme"o PROPERTY DAMAGE f ........................... . EACH OCCUiF64CE s 4 0 0 0 0 0 0 . ..........................-------.......... OE9CaWVM DP 0PEAATiONSA=AT+011WV0UCUl&Wf= I IM WAIVER OF SUBROGATION INCLUDED CITY OF HUNTINGTON BEACH, ITS OFFICIALS EMPLOYEES & VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED PER ATTACHED EMT. REVISED FROM 7/23/98 din nsvn ovelonmm WTTB T V-C'D e%T TAATPIAT-PAY _ WNTCN IS 10 DAYS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ElliMNKZ MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY OF HUNTINGTON BEACH PURCHASING DEPT iClor)iTi�Ma4 Xol(r 200 MAIN ST zAun(aaa>Fa aepaEr HUNTINGTON BEACH CA 92648 r st"r►6il.�lr.+>at=YyianL ,,-IiPyb 00'd T92P SLE 099 00 2 INI3dGNU TS:80 866T-L2.-1115 £0 ' d -1di01 • Policy Number: CPP512935798 POLICY FORMS & ENDORSEMENTS CiN e� �gv�i 7E boo. is Commercial General Liability THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: CITY OF HUNTINGTON BEACH ITS OFFICIALS, EMPLOYEES & VOLUNTEERS (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section III is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of "your work" for that insured by or for you. INSURED: TEAM PETROLEUM APPROVED AS TO FORIM GAIL HUTTON, City Attorney By- Deputy City Attorney CG 20 10 11 8S Copyright, Insurance Services Office. Inc., 1984 109 £0 'd i9Zt7 SL£ 0.99 00 '8 I N I 3ZIQNti ZS :80 866t-LZ__)n1 01-7Y CLe l( ✓,4v Lr STATE 1? O. BOX 420807, SAN FRANCISCO, CA 94142-0807 P13/9,P. COMPENSATION INSURANCE FUN0.k 'CERTIFICATE'OF WORKERS' COMPENSATION INSURANCE JULY 24, `1998 `- pot.ICY NUMBER: 13a1'222 - 98 CERTIFICATE E) IPll�ES:' CITY OF HUNTINGTOWREACH ' ECONOMIC DEVT. -''DE t /ATTN: ' ELT NAFFAH' . . W 201a@ - MA IN STREET,,: HUNTINGTON PEAGH, ,rCq 92648 JOB: ALL'OPERAfbONS L This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. _ This policy is not subject to cancellation by the Fund except upon �¢ days' advance written notice to the employer. We will also give you TEN days' advance notice should this policy be cancelled prior to its normal expiration. XX This certificate of insuurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to' which ,th[s,Ccertificate of insurance may §I!y-Avstjed or may pertain, the insurance afforcled;.by the policies described herein is subject to all tre'terms,'exclusions,and'conditions of such policies AUTHORIZED RJ5PRESEN•TATIyF, PRIBSIDENT EMPLOYER'S LIABIL•ITY41-IMIT INCLUDING -DEFENSE COSTS: $110001000-'PER OCCURRENCE. 'ENDORSEMr=NT•112065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE @1/01/98 IS,RTTACHED TO AND FORMS A PART OF THIS POLICY. APPROVED AS TO FORM • GAIT. HUTTON, City Attorney BT De uAim ' 7/Z 7/�lr a y EMPLOYER SCHAFFNER,KRISTEN.' DBA: TEAM PETROLEUM 164@0 PACIFIC COAST HWY #2221 HUNTINGTON BEACH, CA 92649 .4mp.. RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Retention/Relocation of Team Petroleum COUNCIL MEETING DATE: August 3, 1998 . 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) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement (Unbudget, over $5,000) Attached 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 FORF SSING ATTACHMENTS;. EXPLANATION FOR RETURN OF ITEM (7) 0 08/03/98 - Councilogency Agenda - Page 7 E-10. (City Council) Master And Site License Aareements Between Citv Of Huntinaton Beach And Los Angeles SMSA Limited Partnership (d.b.a. "Air Touch Cellular" For Installation Of Telecommunications Facilities On Public Property - Fire Station 7 - Warner Avenue) (600.10) 1. Approve and authorize the Mayor and City Clerk to execute a Master Communications Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership ("Air Touch Cellular") allowing the installation of wireless telecommunications facilities on public property. and 2. Approve and authorize the Mayor and City Clerk to execute a Schedule of Lease and Memorandum of Lease for Fire Station 7 -'Warner. and 3. Approve and authorize the Mayor and City Clerk to execute the Site License Agreement for Fire Station 7 - Warner, permitting the installation of the City's emergency siren on Air Touch's antenna facilities. and 4. Delegate to the City Administrator or the Assistant City Administrator authority to approve and execute any other agreements or documents necessary to implement this Master Lease Agreement, Schedule of Lease, Memorandum of Lease for Fire Station 7 - Warner, and the Site License Agreement for Fire Station 7 - Warner, upon City Attorney approval as to form of said agreements or documents and attestation by the City Clerk. Submitted by the Acting Assistant City Administrator/Fire Chief [Approved 6-01 E-11. (City Council) Retention Of Team Petroleum -Approve Sales Tax Aareement Between City And Kristin Schaffner Irvin (600.10) - 1. Approve the Sales Tax Agreement between the City of Huntington Beach and Kristen Schaffner Irvin and authorize its execution by the Mayor and City Clerk. 2. Approve an appropriation of $8,155 from the General Fund Unappropriated Fund Balance for maximum costs for the 1997-1998 fiscal year. Submitted by the Economic Development Director [Approved 6-01 F. Administrative Items - None G. Ordinances • CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK CALIFORNIA 92648 LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: 409 U5 7- % � TO:Name /[ iP/3TQil/ o�C/1D��P . 1�,Vii1I /e6b f�fhJii�CLlfisT i%L6r-'sires �? / v et 1-lay i /v gran/ ,Bea C q, , 4. City, State, Zip ATTENTION: DEPARTMENT: III .'•_ u M See Attached Action Agenda Item ,iE // Date of Approval 9� Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: �J Lo Connie Brockway City Clerk Attachments: Action Agenda Page Agreement ✓ Bonds Insurance RCA Deed Other . CC: /' J�/� ��S .� 1� Q(.o k �/9G C Name �� NfIFG,4fl Department ADD RCA/ Agr ,eeme9� ✓ / [nsuran ✓ Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name r%' . 4I')ENJoz f? Department RCA Agreement Insurance Other Risk Management Dept. Insurance Received by Name - Company Name - Date G:Followup/coverly (Telephone: 714-536-5227 ) a2 wa �1 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CALIFORNIA 92648 LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: &(9 2L5 T 3/ 9 g 60 WALTEk -T WIL50N) t5Q , TO: Name ".933 W- Street LAii/G L3eQ L' /t Gf� qo �0 2J City, State, Zip ATTENTION: DEPARTMENT: REGARDING: %6 M 'dem-04e2L See Attached Action Agenda Item E // Date of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page Agreement / Bonds Insurance RCA Deed Other CC: SDAVj6 S/G a S / / ✓ Na a Department RCA Agreeme t Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Risk Management Dept. Insurance Received by Name - Company Name - Date G:Followup/coverltr (Telephone: 714-536-5227 ) 0 • CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CALIFORNIA 92648 LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: hV 6716 % 40 / 99,0 TO: USA-✓ Sf}l'VnhP✓. (-7i�A Name -d3,3 h! 32-,0 �/ty�>/. S21,1re /&5- Street -&&g QE IC'ff; 1'��OZJ City, State, Zip T ATTENTION: DEPARTMENT: REGARDING: 71'5A I j0,0-ROL.e&1XJ `5 Les 77 x 46 eeelner) i See Attached Action Agenda Item Date of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: (OX. e Connie Brockway City Clerk Attachments: Action Agenda Page Agreement Bonds Insurance V/ RCA Deed Other CC: I A 'lb 'P/a r"5 oo / ✓ ✓ / ✓ Name Department Coo RCA ✓ me Agree,`� Insurance � Other ./ Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Risk Management Dept. Insurance Received by Name - Company Name - Date G:Followup/coverltr 1 Telephone: 714-536.5227 )