HomeMy WebLinkAboutAGMT - Boeing Realty (Reimbursement Enviromental Review) •
FLE CEP7
AGREEMENT FOR REIMBURSEMENT OF
ENVIRONMENTAL REVIEW AND FISCAL IMPACT
REPORT PREPARATION COSTS
AND STAFF SUPPORT SERVICES
BOEING PROPERTY, SEAL BEACH
THIS AGREEMENT is made this
— day of •Eel #4/31 2001, by and
between the City of Seal Beach (hereinafter "CITY ") and Boeing Realty Corporation (hereinafter
"OWNER ").
1. Scope of Work for Project.
(a) OWNER has submitted to CITY a development application proposing new
development at the Boeing Space and Communications site, generally known as "The Boeing
Property", that may or may not require a General Plan Amendment, Zone Change, Vesting
Tentative Map, Specific Plan, EIR, and various other land use entitlements on said property
(hereinafter "the Project ").
(b) The necessary scope of work, work schedule, and estimated budget for the
completion of required reports and analysis necessary to allow the CITY and other responsible
agencies to evaluate the project ( "Program Activities ") in accordance with the provisions of the
Code of the City of Seal Reach, the California Environmental Quality Act (CEQA), and the
Government Code of the State of California, and other appropriate State and Federal laws and
regulations relating to traffic and circulation, noise, aesthetics, fiscal impacts and other significant
areas of concern will be prepared by CITY Consultant Team (See "Exhibit A ", "Exhibit B ", and
"Exhibit C" attached hereto and made a part hereof).
(c) The initial study to be prepared in connection with the Project is expected by
the City to indicate that an Environmental Impact Report (hereinafter "EIR ") would be the
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
appropriate environmental analysis document for the Project to satisfy the California Environmental
Quality Act. Accordingly, CITY requires that an EIR be prepared for the Project under CITY's
direction at OWNER's expense. Additionally, to facilitate CITY's discretionary review of
OWNER's development application, CITY requires that a fiscal impact analysis (hereinafter "FIA ")
be prepared for the Project under CITY's direction at OWNER's expense. In addition, CITY and
OWNER have determined that, subject to supervision and management by the City's Director of
Development Services, utilization of a contractor to provide project management services in
conjunction with the processing of the subject development applications is mutually beneficial.
(d) OWNER agrees to reimburse CITY in full for all documented costs and
expenses actually incurred pursuant to said proposed contract between CITY and the Consultant
Team for the purposes of preparing an Environmental Impact Report (EIR) and a Fiscal Impact
Analysis (FIA) and providing project management services in accordance with the required scope
of work, work schedule, and estimated budget for the completion of the required report
preparation and evaluation as set forth in the paragraph above, and for CITY staff and legal staff
to process all necessary land use entitlements for approval of the Project, as well as review and
preparation of letters and attendance at California Coastal Commission hearings if requested by
OWNER.
2. Reimbursement. OWNER agrees to reimburse CITY in full for all
documented costs and expenses actually incurred pursuant to the agreements proposed to be entered
into, at OWNER's request, by and between CITY and Consultant Team, and which will be attached
hereto as "Exhibit A ", "Exhibit B ", and "Exhibit C" upon execution, so long as this agreement shall
remain in effect. OWNER agrees to reimburse CITY in full for all CITY personnel (full -time and
part-time positions) staff costs, including without limitation, City Attorney's fees, at their standard
rates, uniformly applied, incurred in managing the contract with Consultant Team and other
documented, out -of- pocket costs actually incurred related to the preparation and completion of the
above referenced EIR and FIA, and the processing of OWNER's applications for development
entitlements. OWNER hereby acknowledges that the execution of this agreement prior to retention
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
of the Consultant Team by CITY is necessary to accommodate expeditious processing of
OWNER's development application and, on that basis, OWNER hereby waives any defense to the
enforcement of this agreement which may be based upon or arise out of the lack of a pre- existing
agreement by and between CITY and the Consultant Team. City and Owner shall proceed
promptly with approval of this agreement as to form, and each party shall reserve the right to object
to the Exhibits to this agreement or completion of Section 3 below for a period of ten (10) days
after delivery to each party.
(a) OWNER agrees to reimburse CITY according to the following schedule:
(1) Upon execution of this Agreement, OWNER shall deposit with
CITY the sum of fifty thousand dollars ($50,000.00). CITY shall deduct from such deposit the
amounts necessary for reimbursement of EIR preparation, FIA preparation, CITY staff costs and
legal costs incurred in connection with the preparation of the EIR, FIA, and necessary project
entitlements for the Project. CITY shall promptly remit to OWNER any balance due at the
completion of the EIR, FIA, and necessary project entitlements.
(2) Once executed, the consultant contracts for EIR and FIA preparation,
and project management services shall be attached to this Agreement as "Exhibit A ", "Exhibit B ",
and "Exhibit C" respectively.
(3) On or before the fifteenth day of any month, CITY shall submit to
OWNER a statement of expenses and reconciliation of deposit account for the preceding month's
costs of reimbursable services and expenses. CITY may carry over to the next month's invoice any
charges not billed in a particular month.
(4) OWNER shall replenish the deposit account throughout the project
when a minimum balance of $5,000.00 is reached. OWNER shall replenish the account by a
minimum amount of $20,000.00, which replenishment amount may be increased to a greater
amount at the determination of the Director of Development Services based on anticipated billings
for consultant costs and CITY expenses, and shall pay within twenty (20) days of receipt the
amount set forth in the monthly statement of expenses and reconciliation of deposit account.
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
(5) OWNER agrees that CITY's and the Consultants work on the
Project Application, or Environmental Analysis shall be immediately suspended, after five (5) days
notice thereof to OWNER, if at anytime OWNER fails to make a supplemental deposit as directed
by the Director of Development Services.
(6) Notwithstanding the foregoing, OWNER and its representatives
shall have the right, upon reasonable notice to CITY, to audit and copy CITY's records regarding
any matter for which CITY requests reimbursement or payment from OWNER.
3. Cost Estimate,.
(a) OWNER acknowledges and agrees that CITY has informed OWNER that
CITY estimate of costs to be reimbursed by OWNER will be approximately $ .00. Said
cost estimate was derived as follows:
(1) EIR consultant fees and expenses: $ .00
(2) FIA consultant fees and expenses: $ .00
(3) Project management consultant fees
and expenses $ .00
(3) CITY's staff costs and expenses: $ .00
(4) CITY's legal costs and expenses: $ .00
Said estimates are for planning purpose only, and represents a reasonable
approximation based upon CITY's past experience and standard hourly rates. The estimate in any
or all categories may be exceeded based upon the ultimate scope of work necessary to adequately
process OWNER's applications. CITY shall use its best efforts to maintain project costs within the
estimated amount however, in no event shall said cost estimate be construed as a limitation or
maximum figure of OWNER's ultimate cost reimbursement responsibility. At such time as the
actual costs incurred by CITY in any category itemized above equal or exceed eighty percent (80 %)
of the estimated amount, CITY shall notify OWNER of that fact in writing to allow OWNER to
plan accordingly. OWNER acknowledges and agrees that the amount of CITY's costs to be
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
reimbursed by OWNER pursuant to this Agreement are not negotiable. Regular bi- weekly
meetings will be held by CITY and OWNER to discuss process, progress, budget and other items
pertaining to the Project.
4. Not Proceeding with the Project. In the event OWNER for any reason decides
not to proceed with the Project, CITY will terminate performance of work by the Consultant Team
under contract with the CITY at the earliest practicable time, upon written request from OWNER
directed to the City Manager of CITY. OWNER shall reimburse CITY for all services of the
Consultant Team and CITY staff personnel had performed prior to the termination of the
agreements between CITY and the members of the Consultant Team.
(b) OWNER hereby acknowledges and agrees as follows:
(i) CITY has sole discretion to select which of its employees are
assigned to work on OWNER's applications.
(ii) CITY has sole discretion to determine which persons CITY will hire
as employees and contractors to work on OWNER's applications.
(iii) CITY has sole discretion to direct the work and evaluate the
performance of the employees and contractors whom the CITY hires to work on OWNER'S
application and CITY retains the right to terminate or replace at any time any such employee or
contractor who is assigned to work on OWNER's applications.
(iv) CITY has sole discretion, within reason, to determine the amount of
compensation paid to employees or contractors hired by CITY to work on OWNER's applications.
(v) CITY, not OWNER, shall pay employees and consultants hired or
assigned by CITY to work on OWNER's application from a CITY account under the exclusive
control of CITY.
(c) CITY and OWNER hereby acknowledge and agree that processing of
OWNER's applications is not contingent on the hiring of any specific contractor[s].
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Boeing Property Reimbursement Agreement with
Cite of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
(d) Owner may provide City with input on the matters described in Section 5(b)
for City's consideration.
(e) The City's City Manager and Director of Development Services shall
actively supervise and manage activities concerning Owner's applications.
(f) CITY and OWNER hereby acknowledge and agree that OWNER's duty to
reimburse CITY is not contingent upon the CITY's approval or disapproval of the proposed Project
or upon the result of any action of the CITY.
(g) To facilitate the Project communications, OWNER, its officers, employees
or agents, shall have the right to communicate directly with Consultant Team during the term of this
Agreement.
(h) The parties acknowledge their mutual desire to expeditiously process
Owner's applications, according to the Project Schedule attached to this agreement as "Exhibit D ".
6. Interpretation. This Agreement is deemed to have been prepared by all of the parties
hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but
rather, if such ambiguity or uncertainty exists, shall be interpreted according to applicable rules of
interpretation of contracts under the law of the State of California.
7. Assignment. This Agreement shall not be assigned in whole or in part without the
prior written consent of CITY, which shall not be unreasonably withheld.
8. Notice. Any notice required to be given to OWNER shall be deemed duly given
upon delivery, if sent to OWNER postage prepaid to:
Boeing Realty Corporation
Attn: Gary Powley, Project Manager
3760 Kilroy Airport Way, Suite 500
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
Long Beach, CA 90806
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
With a copy to:
StoneCreek Company
Attn: Clayton M. Corwin
30322 Esperanza Ave.
Suite 200
Rancho Santa Margarita, CA 92688
or personally delivered to OWNER at such address or other address specified to CITY in writing by
OWNER.
Any notice required to be given to CITY shall be deemed duly given upon delivery,
if sent to CITY postage prepaid to:
Director of Development Services
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
or personally delivered to CITY at such address or other address specified to OWNER in writing by
CITY.
9. Fntire Agreement. This Agreement represents the entire integrated agreement
between CITY and OWNER, and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be amended only by a written instrument signed by
both CITY and OWNER.
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
10. Litigation Costs. Should any dispute under this Agreement lead to litigation, the
prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs
for the prosecution of the action.
11. Governing T.aw. This Agreement shall be governed by and interpreted according to
the laws of the State of California.
12. Authority. The persons signing this Agreement warrant that each of them has
the authority to execute this Agreement on behalf of the party on whose behalf said person is
purporting to execute this Agreement, and that this Agreement is a binding obligation of said
parties.
EXECUTED in the day and year first above written.
"CITY" CITY OF SEAL BEACH
By - ` „re
t l-,
JO ■ :. BAHORSKI
' MANAGER
ATTEST:
_ . , , A - ilika-e
'CITY CLERK
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
APPROVED AS TO FORM
CITY ATTORNEY
"OWNER" BOEING REALTY CORPORATION
By 14 -�
S EPHEN J. BARK R
Its: ! • r, • • •
"EXHIBIT A" Environmental Impact Report (EIR) Consultant Agreement (to be
attached upon execution)
"EXHIBIT B" Fiscal Impact Report Consultant Agreement (to be attached upon
execution)
"EXHIBIT C" Project Management Consultant Agreement (to be attached upon
execution)
"EXHIBIT D" Project Schedule
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
"EXHIBIT A"
ENVIRONMENTAL IMPACT REPORT
(EIR) CONSULTANT AGREEMENT
(to be attached upon execution)
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
"EXHIBIT B"
FISCAL IMPACT REPORT
CONSULTANT AGREEMENT
(to be attached upon execution)
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Boeing Property Reimbursement Agreement with
City of Seal Beach re: Consultant Team and Staff Support Costs
December, 2001
"EXHIBIT C"
PROJECT MANAGEMENT
CONSULTANT AGREEMENT
(to be attached upon execution)
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