HomeMy WebLinkAboutSBLP Huntington Beach, LLC - 2020-03-25 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND SBLP HUNTING,rON BEACH, LLC
FOR PREPARATION OF MI'T'IGATED NEGATIVE DECLARATION
FOR SEACLIFF SENIOR LIVING AND MEMORY CARE FACILITY
THIS AGREEMENT("Agreement")is made and entered into by and between the City of
Huntington Beach,a charter city of the State of California("CITY") and SBI,P Huntington
Beach,LLC a Delaware Limited Liability Company("DEVELOPER")(collectively, the
"Parties").
WHEREAS, DEVELOPER is required to submit land use applications to CITY for
approval of various discretionary matters,such as zone changes, land use approvals and
environmental assessments, in order to develop a project within the City of Huntington Beach
known as the Seacliff Senior Living and Memory Care Facility (the"Project"); and
DEVELOPER desires that CITY process all entitlements,zone changes, land use
approvals and environmental assessments as soon as possible; and
DEVELOPER agrees to defray CITY's extraordinary costs to enable the expeditious
processing of the Project land use application; and
Pursuant to Guideline Section 15084 of the California Environmental Quality Act, CITY
may employ a contractor to draft the environmental review for the Project. Further,pursuant to
Guideline Section 15084 and Government Code Section 87103.6, DEVEI..OPER may pay,
CITY's cost of processing the land use application and environmental review of the Project;and
NOW, THEREFORE,the Parties agree as follows:
I. CONTRACTOR. CITY has contracted with LSA. ASSOCIATES,INC.,a
California Corporation("CONSULTANTT")to prepare a mitigated negative declaration for the
Project at a cost not to exceed Ninety Six Thousand and Nine Hundred Ten Dollars ($96,910),
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which amount includes a ten percent (10%)contingency. DEVELOPER acknowledges that this
amount is CITY's best estimate of the costs for the CONSULTANT's services, and that
DEVELOPER shall pay CITY's actual costs should they be higher.
2. PAYMENT. DEVELOPER agrees to reimburse CITY for the work of
CONSULTANT as follows:
A. Within ten(10)days following execution of this Agreement by CITY,
DEVELOPER will make an initial payment to CITY in the amount of Fifty Two
Thousand Eight Hundred Sixty Dollars($52,860) ("Deposit").
B. Thereafter, when the CITY's payments for services to CONSULTANT have
reduced the Deposit to Five Thousand Dollars ($5,000)or less,DEVELOPER shall pay
CITY a second payment of Forty Four Thousand Fi)`ty Dollars($44,050).
C. In the event that the actual cost of CONSULTANT's services exceeds the
estimated costs, DEVELOPER agrees to pay the actual cost within ten (10)days after
receiving CITY's invoice for same. In the event the actual costs of Reimbursement
Services are less than the estimated costs,CITY will refund DEVELOPER the difference
between the actual and estimated costs.
D. A late payment fee often percent(10%) will be assessed if CITY receives any
payment later than the thirtieth(30")day after that payment is due but unpaid. In
addition,one and one-half percent(I '/) interest per month shalt be added for each month
the payment is due but unpaid.,
3. EX SIVE CONTROL 13Y CITY. CITY will maintain exclusive control over
CONSULTANT's work. Nothing in this Agreement:
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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 both CONSULTANT and the CITY planner(s)assigned to the
PROJECT.
C. Shall be deemed to impose any liability on CITY different from any liability as
may otherwise be established by law.
4. (TIA,'EM11LOYIiFS.AN1)0FFICIAI_IS. DEVELOPER shall employ no
CITY official nor any regular CITY employee in the work performed pursuant to this
Agreement.
5. N617ICES. 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 that CITY and
DEVLEOPER, 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 Joseph P. McGonigle
AFFN: Jessica Bui SBLP Huntington Beach, LLC
2000 Main Street 4514 Cole Avenue, Suite 1500
Huntington Beach, CA 92648 Dallas, Texas 75205
6. MOD11"ICATION. No waiver or modification of any language in this
Agreement shall be valid unless in writing and duly executed by both parties.
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7. 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 its
performance,each party shall bear its own attorneys fees.
8. GOVk RNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of California.
9. SIGNATORIES. Each undersigned represents and warrants that its signature
hereinbelow has the power,authority and right to bind their respective parties to each of the
terms of this Agreement, and shall indemnify the CITY filly.for any iniuries or damages to
CITY in the event that such authority or power is not, in fact, held by the signatory or is
Nvithdrawn.
10, ENTIRETY. This Agreement contains the entire agreement between the Parties
respecting the subject matter of this Agreement and supersedes all prior understandings 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_ March 25, 2020 ,2020.
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20-8469/22.5009,SF I,
DEVELOPER, CITY OF HUNTINGTON BEACH,
SBLP Huntington Beach, LLC a Delaware a municipal corporation of the State of
Limited Liability Company C is
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