HomeMy WebLinkAboutC-10021-1 - Subsidy Agreement for Additional Law Enforcement ServicesSUBSIDY AGREEMENT FOR ADDITIONAL LAW ENFORCEMENT SERVICES
BY AND BETWEEN THE CITY OF NEWPORT BEACH AND FASHION ISLAND
RETAIL LLC
THIS SUBSIDY AGREEMENT ("Agreement") is entered into this 24th day of
November, 2025 (the "Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city (hereinafter, "Agency"), and
FASHION ISLAND RETAIL LLC, a Delaware limited liability company (hereinafter,
"Irvine Company"), collectively referred to herein as, "Parties."
RECITALS
WHEREAS, Irvine Company owns and operates Fashion Island Newport Beach,
located at 401 Newport Center Dr., Newport Beach, California ("Fashion Island"), which
includes its retail shopping businesses, restaurants, and all parking structures and
parking lots located thereon.
WHEREAS, millions of locals and tourists visit Fashion Island each year to meet,
shop and dine.
WHEREAS, Agency desires to provide additional law enforcement patrols to
Fashion Island during this holiday season but currently does not have the approved
budget to incur the expenses for such additional patrols.
WHEREAS, Irvine Company is willing to provide a monetary subsidy to Agency in
order to assist Agency to provide such additional patrols, which subsidy will be provided
on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the matters contained in this Agreement,
it is mutually agreed as follows:
1. Term. The term of this Agreement will begin on the Effective Date, and
continue until December 31, 2025 ("Term"), provided that the amount of the subsidy
provide by Irvine Company does not exceed the Maximum Amount as defined herein or
either party elects to terminate as provided herein. During the Term of the Agreement,
Agency will provide additional law enforcement patrols at Fashion Island in the manner
described herein.
2. Additional Police Patrols.
a. During the holiday season, it is expected that the increased number of
visitors to Fashion Island will result in an increase in the number of calls for police services
and an increase in the need for additional police personnel in the area to help prevent
and deter crime. Additional police patrols at Fashion Island will help promote and
#100332v1
maintain public safety for guests, visitors, and workers. Therefore, it is in the best interest
of both Parties and the public generally for Agency to assign additional law enforcement
to Fashion Island during the holiday season.
b. At the discretion of the Agency, acting by and through its Chief of Police
("Chief'), and in addition to any standard and additional police patrols currently being
provided at Fashion Island, Agency agrees to assign at least one (1) uniformed police
officer, which may include uniformed officers or sergeants ("Police Officers"), to Fashion
Island based on availability and at the Chiefs discretion. The Chief, at his or her
discretion, may increase or decrease the assignment needs upon request of Irvine
Company. All Police Officers assigned to Fashion Island (for which Agency is entitled to
a monetary subsidy pursuant to Section 4 below) (i) shall perform only police work related
to Fashion Island while working the Fashion Island detail, (ii) shall utilize Agency -issued
police vehicles, (iii) shall generally remain visible and patrol regularly during shifts, (iv)
shall comply with all applicable laws and regulations and perform in accordance with
Agency's standards of performance for general police work for Agency, and (v) shall keep
a log consistent with Agency standard guidelines that includes their arrival and departure
times and a summary of their policing activities during such shift. Agency shall provide a
copy of such log to Irvine Company's designated representative in order to allow Irvine
Company to verify the activities for which Irvine Company is subsidizing Agency pursuant
to the terms of this Agreement.
C. The Police Officers assigned to work Fashion Island will endeavor to be
physically present during the assigned shift, but will also have the flexibility to leave the
assigned detail, as determined by the Chief in his or her reasonable discretion, to handle
Emergencies, in which case Irvine Company will not be required to subsidize for the time
that such Police Officers are assigned to areas outside Fashion Island if that time period
is greater than thirty (30) minutes. An "Emergency" is a significant event that could
reasonably result in serious danger or harm to the public or property if a police officer
does not arrive immediately, or an event that could require an officer to employ life-saving
efforts. The additional Police Officers assigned to work Fashion Island to be subsidized
under this Agreement (for which Agency is entitled to a monetary subsidy pursuant to
Section 4 below) are in addition to any standard and additional police patrols currently
being provided at Fashion Island, and in no event shall the Police Officers assigned to
work Fashion Island under this Agreement replace any such standard and additional
police patrols currently being provided at Fashion Island.
3. Scheduling of Officers. Agency, by and through its Chief, has sole
authority to determine which Police Officers will be assigned to Fashion Island. Agency
makes no representation as to which Police Officers will work during the detail, nor that
the Police Officers will be the same during each scheduled service time. The Chief will
assign at least one (1) uniformed police officer or sergeant per shift. The duration of the
assigned shifts (for which Agency is entitled to a monetary subsidy pursuant to Section 4
below) may vary from one (1) to ten (10) hours (between Noon and 10pm) each day of
the week during the Term, depending on the availability of sworn personnel.
The Irvine Company Page 2
#100332v1
4. Subsidy Amount.
a. Irvine Company shall pay the overtime rate for the additional Police Officers
subsidized under this Agreement, as set forth in Exhibit "A," attached hereto and
incorporated herein by reference ("Subsidized Rates").
b. Agency will submit a monthly invoice to Irvine Company with the amount
owed for the previous month and an accounting of the dates and hours worked by each
of the assigned Police Officers and other cost associated therewith. Within thirty (30)
days of receipt of the monthly invoice from Agency, Irvine Company will pay Agency the
amount referenced in the invoice. As with all other Agency police officers, the service
time of the Police Officers shall begin when the officer begins his/her shift and leaves the
Agency police department, and ends when the officer concludes his/her shift by returning
to the Agency police department.
C. The Parties agree that during the Term of this Agreement the provision of
additional Police Officers for which Agency is entitled to a subsidy under this Agreement
shall not exceed an aggregate amount, including all costs, expenses and
reimbursements, of Seventy -Five Thousand Dollars ($75,000.00) ("Maximum Amount").
In the event the additional Police Officers for which Agency is entitled to a subsidy under
this Agreement inadvertently exceed this amount, the Parties agree that Agency shall
have no obligation to provide any additional Police Officers pursuant to this Agreement,
and Irvine Company shall not be responsible for any amounts exceeding the Maximum
Amount without Irvine Company and Agency executing an amendment to this Agreement.
5. Prioritization of Law Enforcement Needs. Irvine Company acknowledges
and agrees that, during the term of this Agreement, there may be circumstances beyond
Agency's control when Agency, in its sole discretion, may be unable to assign additional
Police Officers to the Fashion Island detail. Irvine Company recognizes this possibility
and hereby waives any claims that may arise in connection with, or as a result of, any
alleged Agency failure to provide additional Police Officers to the Fashion Island detail
pursuant to this Agreement. For the purposes of this Agreement, the term "circumstances"
shall include, but not be limited to, unanticipated absences due to illness, injury, personal
emergency, planned or unplanned events or occurrences in the community that require
police presence or response, and other similar factors. Agency agrees to assign Police
Officers to the best of its ability based on availability to cover the service time as soon as
reasonably feasible, and charge only for the time Police Officers provide services
pursuant to the terms and conditions of this Agreement.
6. No Agency, Joint Venture or Partnership. Irvine Company and Agency
agree that neither Agency nor any officer, agent or employee of Agency, by virtue of this
Agreement, or otherwise, shall be considered to be an employee, contractor, sub-
contractor, partner, joint venture, representative, or agent of Irvine Company.
The Irvine Company Page 3
#100332v1
7. Agency as Employer of Officers. Irvine Company agrees that, at all times,
and for all purposes relevant to the Agreement, Agency shall remain the sole and
exclusive employer of the Police Officers and in the following regard:
a. Agency shall remain solely and exclusively responsible for the direct
payment to the Officers of any applicable wages, compensation, overtime wages,
expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage
allowances, training expenses, transportation costs, and/or other allowances or
reimbursement of any kind, including but not limited to, workers' disability compensation,
unemployment compensation, Social Security Act protection and benefits, any
employment taxes, and/or other statutory or contractual right or benefit based, in any way,
upon any Police Officers' status as an employee of Agency.
b. Irvine Company agrees that it shall not grant, give, allow, pay, reimburse,
compensate, or otherwise provide any wage, fringe benefits, gifts, equipment, personal
property, supplies, entitlement, consideration (monetary or otherwise), or any other thing
of value, either directly or indirectly, to the Police Officers. Any money paid directly to
Agency by Irvine Company to subsidize Agency for costs pursuant to this Agreement shall
not be deemed consideration paid by Irvine Company to the Police Officers.
C. Irvine Company and Agency agree that this Agreement does not, and is not
intended to create, grant, modify, supplement, supersede, alter, or otherwise affect or
control, in any manner or form: (1) any right, privilege, benefit, or any other term or
condition of employment, of any kind or nature whatsoever, in, upon or for any police
officer and/or any officers' agents, representatives, unions, or the successors or assigns
of any of them; (2) any applicable Agency employment and/or union contract; (c) any level
or amount of police officer supervision, standard of performance, training or education;
(d) any Agency rule, regulation, hours of work, shift assignment, order, policy, procedure,
directive, guideline, etc. which shall solely and exclusively, govern and control the
employment relationship between Agency and the Police Officers.
d. Irvine Company and Agency agree that this Agreement does not and is not
intended to, limit, modify, control, or otherwise affect in any manner Agency's sole and
exclusive right, obligation, and responsibility to determine, establish, modify, or implement
any and all operational policies, procedures, orders, rules, regulations, guidelines, and/or
any other policy or directive which in any way governs or controls the activity of any
Agency police officer.
e. Irvine Company agrees and promises that Police Officers shall not be asked
or required to perform any services directly for Irvine Company or otherwise be available
to perform any other work or assignments for Irvine Company or be expected to perform
any acts other than governmental law enforcement functions, crime prevention or police
protection.
f. Irvine Company agrees that neither it nor any of its agents shall otherwise
provide, furnish or assign any police officer with any job instructions, job descriptions, job
The Irvine Company
#100332v1
Page 4
specifications, or job duties, or in any manner attempt to control, supervise, train or direct
any police officer in the performance of any Agency duty to provide police protection
services under the terms of this Agreement. Irvine Company may report issues and
communicate with the Police Officers during their shifts at Fashion Island.
g. Agency acknowledges that this Agreement is non-exclusive and that Irvine
Company has the right to contract with other law enforcement agencies as well as third -
party private security providers.
8. No Special Benefit Created.
a. Irvine Company agrees that this Agreement does not, and is not intended
to, create, by implication or otherwise, any specific, direct, or indirect obligation, duty,
promise, benefit, and/or special right to police protection services or governmental law
enforcement protection in favor of Irvine Company, any Irvine Company agent(s) and/or
any other person, who, for any reason or for no reason, is at Fashion Island. Further,
Irvine Company agrees that at all times, and for any and all purposes under this
Agreement, Agency and the Police Officers present at Fashion Island under the terms of
this Agreement, shall be present strictly and solely to perform such police protection
services and governmental law enforcement functions authorized by law to and for the
benefit of the general public.
b. Irvine Company agrees that this Agreement does not, and is not intended
to include any Agency warranty, promise, or guaranty, either express or implied, of any
kind or nature whatsoever, in favor of Irvine Company, any agent, or any person present
during at Fashion Island, that any additional police protection provided by Agency under
the terms and conditions of this Agreement will result in any specific reduction in or
prevention of any criminal activity, or any other performance -based outcome, during the
Fashion Island detail.
9. Responsibilities.
a. The Parties shall be responsible for their own acts and omissions, and that
of their own officers and employees.
b. Neither Agency nor any officer or employee thereof shall be responsible for
any damage or liability occurring by reason of anything done or omitted to be done by
Irvine Company under or in connection with any service or activity under this Agreement.
C. Neither Irvine Company nor any officer or employee thereof shall be
responsible for any damage or liability occurring by reason of anything done or omitted to
be done by Agency under or in connection with any service or activity under this
Agreement.
This section shall survive the termination of this Agreement.
The Irvine Company Page 5
#100332v1
10. Claims. Irvine Company agrees that it shall promptly deliver to Agency
written notice and copies of any claim(s), complaint(s), charges, or any other accusation
or allegation of negligence or other wrongdoing, whether civil or criminal in nature, that
Irvine Company becomes aware of which involve Agency or any of its Police Officers.
Irvine Company agrees to reasonably cooperate with Agency (at no out-of-pocket cost to
Irvine Company) in any investigation conducted by Agency into any act(s) or work
performance of any police officer, including the Police Officers, in connection with
additional police patrols subsidized under this Agreement.
11. Termination. Either Agency or Irvine Company may terminate this
Agreement, without cause, at any time, and without incurring any penalty or liability to the
other party because of the termination. Termination may be effectuated by delivering a
written notice to the other Party at least (a) for termination by Agency, thirty (30) days
before the effective date of termination (which termination date shall be clearly stated in
the written notice) and (b) for termination by Irvine Company, fourteen (14) days before
the effective date of termination (which termination date shall be clearly stated in the
written notice).
12. Notices. All notices given pursuant to this Agreement shall: (a) be in writing
and sent by overnight courier (return receipt requested) or prepaid first class U.S. mail;
(b) shall be deemed given upon the date of delivery (or refusal to accept delivery), except
that if such notice is delivered or is refused on a non -business day, then notice shall be
deemed to have been given on the first business day following the actual date of delivery
or refusal; and, (c) addressed as follows:
If to Agency:
With a Copy to:
City Manager Chief of Police
City of Newport Beach Newport Beach Police Department
100 Civic Center Dr. 870 Santa Barbara Dr.
Newport Beach, CA 92660 Newport Beach, CA 92660
If to Irvine Company:
Attn: Gerard Widder
Fashion Island Retail LLC
401 Newport Center Dr., Suite A150
Newport Beach, CA. 92660
13. Miscellaneous Provisions.
With a Copy to:
Attn: Joe Woldenberg
Fashion Island Retail LLC
401 Newport Center Dr., Suite A150
Newport Beach, CA. 92660
a. Irvine Company agrees that it may not assign, delegate, contract,
subcontract or otherwise transfer, promise, commit, or loan any police protection services
or duties under this Agreement to any other person and/or public or private corporation,
entity, or organization of any kind.
The Irvine Company Page 6
#100332v1
b. Absent an express waiver, the failure of any party to pursue any right
granted under this Agreement shall not be deemed a waiver of that right regarding any
existing or subsequent breach or default under this Agreement.
C. Agency and Irvine Company acknowledge that this Agreement shall be
binding upon each of them, and to the extent permitted by law, upon their administrators,
representatives, subsidiaries, executors, successors, assigns, and all persons acting by,
through, under, or in concert with any of them.
d. This Agreement is solely between the Parties hereto, and is not intended to
create, nor should it be construed to create any rights in any third party beneficiaries.
e. This Agreement is made and entered into in the State of California and shall
be governed under the laws of the State of California. Venue for any legal or equitable
action shall be in Orange County.
f. This Agreement shall be construed as a whole according to its fair meaning,
and not construed strictly for or against any party.
g. This Agreement sets forth the entire agreement for Irvine Company's
obligation to subsidize Agency's costs for additional law enforcement services at Fashion
Island and fully supersedes any and all prior agreements or understandings between
them in any way related to the subject matter hereof.
h. Subject to disclosure required by applicable law, unless Agency obtains
Irvine Company's prior written permission to do so, Agency shall not publicize or disclose
to any third party (except to employees of Agency to the extent reasonably necessary to
provide the additional police patrols contemplated under this Agreement) the fact that
Irvine Company and Agency have executed this Agreement or the details of same.
i. Agency agrees that it is subject to civil and commercial suit for any breach
of contract obligations under this Agreement. To the extent that Agency may be entitled
to claim sovereign, governmental, or municipal immunity from any liability in such a civil
or commercial suit, Agency hereby agrees not to claim, and hereby waives, such
sovereign, governmental, or municipal immunity.
j. If this Agreement is executed in counterparts, each is hereby declared to be
an original; all, however, shall constitute but one and the same agreement. The parties
agree to accept a digital image (including but not limited to an image in the form of a PDF,
JPEG, or GIF file) reflecting the execution of one or both of the parties, as a true and
correct original. Electronically mailed or facsimile signatures may be used in place of
original signatures on this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
The Irvine Company Page 7
#100332v1
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: Z ZS`
By: Al 6��
?Attorney
arp
A�
ATTEST:
Date:
By:
1br Lena S umway
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: I 4 v S�
Grace K. Leu
City Manager
FASHION ISLAND RETAIL LLC,
a Delaware limited liability company
Date: //' 25 ° ;15
By: G° r ki19/C(L�G'
Title\ 1/` y. /1A1,e&t
Date:
By:
At!x 76---
Name: L(oo.44kk .Vl. Gc U*W
Title: 0JV1J6 4 44AS Jam.
Attachments: Exhibit A - Newport Beach Police Department Subsidized Rates
The Irvine Company Page 8
#100332v1
Exhibit A
Newport Beach Police Department
Subsidized Rates
TITLE OT Billable Hourly Rate
Police Officer $107.63
Police Sergeant $120.12
The Irvine Company Page A-1
#100332v1