HomeMy WebLinkAboutC-10019-1 - Cooperative Agreement No. C-255015 for Newport Transportation Center Relocation Feasibility Study1
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Distributed 12/16/2025
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PM K Persons, D Phu, J Trujillo
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CAMM M Bornman
COOPERATIVE AGREEMENT NO. C-255015
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF NEWPORT BEACH
FOR
NEWPORT TRANSPORTATION CENTER RELOCATION FEASIBILITY STUDY
THIS COOPERATIVE AGREEMENT (Agreement), is effective this 15th day of
December , 20 25 ("Effective Date"), by and between the Orange County Transportation
Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
of the State of California (herein referred to as "AUTHORITY") and the City of Newport Beach (hereinafter
referred to as "CITY") each individually known as "Party" and collectively known as the "Parties".
RECITALS:
WHEREAS, the Newport Transportation Center (hereinafter referred to as "NTC") is located at
1550 Avocado Avenue, Newport Beach; and
WHEREAS, the NTC is owned and operated by AUTHORITY and serves as a key regional transit
hub providing connections to destinations throughout Orange County; and
WHEREAS, the existing NTC site was acquired through a conveyance from The Irvine Company
and developed with Federal Transit Administration (hereinafter referred to as "FTA") funding, and is
therefore subject to federal interest and use restrictions applicable to federally funded transit facilities;
and
WHEREAS, on June 10, 2025, the CITY's City Council directed its staff to explore relocating Fire
Station No. 3, located at 868 Santa Barbara Drive, Newport Beach, to the current NTC site; and
WHEREAS, on June 26, 2025, the CITY requested AUTHORITY's assistance in evaluating the
feasibility of relocating the NTC to 3848 Campus Drive, Newport Beach; and
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AGREEMENT NO. C255015
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WHEREAS, on August 5, 2025, the AUTHORITY requested information regarding CITY's site
selection criteria and supporting documentation; and
WHEREAS, the Parties have determined that a relocation feasibility study evaluating multiple
sites (hereinafter referred to as "PROJECT") is necessary to address the operational feasibility, ridership
demand, environmental and regulatory compliance, and cost -sharing considerations before advancing
any relocation efforts; and
WHEREAS, the AUTHORITY has agreed to contract directly with a professional services
consultant for the PROJECT and CITY has agreed to reimburse AUTHORITY for fifty percent of the costs
associated with the PROJECT; and
WHEREAS, the Parties agree this study is not a decision -making document and the outcome will
require additional analysis in a subsequent phase; and
WHEREAS, this Cooperative Agreement was authorized by the AUTHORITY's Board of
Directors on October 27, 2025; and
WHEREAS, this Cooperative Agreement was approved by the CITY's City Council on November
18, 2025; and
WHEREAS, the Parties agree to provide periodic updates on the PROJECT to their respective
governing bodies; and
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, including any attachments incorporated herein and made applicable by
reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this
Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings,
and communications. The invalidity in whole or in part of any term or condition of this Agreement shall
not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals
are true and correct and are incorporated by reference herein.
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AGREEMENT NO. C255015
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B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or
condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's
right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized
representative of AUTHORITY by way of a written amendment to this Agreement and issued in
accordance with the provisions of this Agreement.
C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or
condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such
performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in
respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not
be binding upon CITY except when specifically confirmed in writing by an authorized representative of
CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of
this Agreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and
coordinate with the other in all activities covered by this Agreement and any other supplemental
agreements that may be required to facilitate purposes thereof. The Parties agree to coordinate regularly
through joint progress meetings and exchange of technical information necessary to ensure alignment of
PROJECT objectives, schedule, and deliverables.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the following responsibilities for PROJECT:
A. To serve as the contracting and administrative lead for the procurement of professional
services and all professional agreements related to the PROJECT.
B. To provide overall project management for the PROJECT.
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AGREEMENT NO. C255015
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C. To provide technical oversight, guidance, and data related to transit operations, ridership
patterns, mobility trends, equity considerations, and other relevant areas of AUTHORITY's expertise.
D. To ensure the PROJECT is conducted in compliance with applicable FTA regulations
governing disposition, relocation, and continued use of federally funded assets.
E. To provide technical guidance related to the PROJECT as it pertains to federal interest in the
property and the AUTHORITY's obligations to comply with applicable federal and state regulations.
F. To coordinate with CITY and local, regional, state, and federal stakeholders as appropriate
including, but not limited to, the FTA, California Coastal Commission, The Irvine Company, and others.
G. To comply with all funding and grant requirements for those funds that will be used to pay for
services related to the PROEJCT.
H. To fund up to an amount not -to -exceed Two Hundred and Fifty Thousand Dollars ($250,000)
for costs associated with the PROJECT.
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities for PROJECT:
A. To designate a representative to serve on the selection committee for the procurement of
professional consultant services.
B. To reimburse AUTHORITY up to an amount not -to -exceed Two Hundred and Fifty Thousand
Dollars ($250,000) for costs associated with the PROJECT.
C. To pay AUTHORITY within 30 business days after receipt of an executed consultant contract
for costs associated with CITY's portion of the PROJECT.
D. To provide AUTHORITY with data and documentation related to CITY's site selection analysis
and fire response trends to provide justification, purpose, and need for the PROJECT and subsequent
consultation with the FTA.
E. To provide applicable land use, zoning, environmental, and development data necessary to
evaluate potential NTC relocation sites.
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AGREEMENT NO. C255015
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F. To provide technical guidance related to land use, development plans, and other applicable
areas of CITY's expertise.
G. To assist AUTHORITY, as requested, in providing data and/or local approvals necessary to
support AUTHORITY's compliance with FTA property disposition and environmental review
requirements.
H. To coordinate with AUTHORITY and local stakeholders as appropriate including, but not
limited to, entities such as the Newport Beach Fire Department, The Irvine Company, and others.
ARTICLE 5. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Agreement are delegated
to its City Manager, or designee, and the actions required to be taken by AUTHORITY in the
implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee.
ARTICLE 6. MAXIMUM OBLIGATION
Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
mutually agree that PROJECT's total maximum cost shall be Five Hundred Thousand Dollars ($500,000)
and that the Parties shall split the cost equally. AUTHORITY's and CITY's respective maximum
cumulative payment obligation hereunder shall be Two Hundred and Fifty Thousand Dollars ($250,000),
unless agreed to and amended by both Parties.
ARTICLE 7. AUDIT AND INSPECTION
AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
other data and records of CITY for a period of four (4) years after final payment, or until any on -going
audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
CITY's payment of AUTHORITY's final billing (so noted on the invoice) under this Agreement.
AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor.
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AGREEMENT NO. C255015
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ARTICLE 8. INDEMNIFICATION
A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense
with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from
and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or
willful misconduct of CITY, its officers, directors, employees or agents in connection with or arising out of
the performance of this Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost
and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold harmless
CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and
against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
persons (AUTHORITY's employees included), for damage to property, including property owned by CITY,
or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or
willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
out of the performance of this Agreement.
C. The indemnification and defense obligations of this Agreement shall survive its expiration or
termination.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term of Agreement: This Agreement shall be effective on November 18, 2025, and shall be
in full force and effect for 15 months through February 18, 2027.
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AGREEMENT NO. C255015
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B. Termination: In the event either Party defaults in the performance of their obligations under
this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall have
the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party.
C. Termination for Convenience: Either Party may terminate this Agreement for its convenience
by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other
Party.
D. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues,
ordinances and regulations of any governmental authority having jurisdiction over the PROJECT.
E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute
this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are
formally bound to the provisions of this Agreement.
F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
G. Counterparts of Agreement: This Agreement may be executed and delivered in any number
of counterparts, each of which, when executed and delivered, shall be deemed an original and all of which
together shall constitute the same agreement. Facsimile signatures will be permitted.
H. Force Maleure: Either Party shall be excused from performing its obligations under this
Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
commandeering of material, products, plants or facilities by the federal, state or local government; national
fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
the control and is not due to the fault or negligence of the Party not performing.
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AGREEMENT NO. C255015
I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
authority hereunder may be assigned in whole or in part by either Party without the prior written consent
of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
void and of no force and effect. Consent to one assignment shall not be deemed consent to any
subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
J. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Agreement.
K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the
court shall award costs and expenses, including attorney's fees, to the prevailing party.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
Agreement are to be directed as follows:
To CITY
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attention: Seimone Jurjis
Title: Assistant City Manager
Phone: (949) 644-3001
Email: sjurjis@newportbeachca.gov
To AUTHORITY:
Orange County Transportation Authority
550 South Main Street
P. O. Box 14184
Orange, CA 92863-1584
Attention: Megan Bornman
Title: Senior Contract Administrator
Phone: (714) 560-5064
Email: mbornman(@�octa.net
Cc: Katie Persons
Title: Department Manager
Phone: (714) 560-5683
Email: kpersons(@-octa.net
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AGREEMENT NO. C255015
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IN WITNESS WHEREOF, the Parties hereto have caused this Cooperative
Agreement No. C255015 to be executed as of the date of the last signature below.
CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
By: i B"
Joe Stapleton D Drell ' Jo son
Mayor C ie' ecutive Officer
ATTEST:
APPROVED AS TO FORM:
r'
By: ( By:
Lena Shumway ' Ja7es M. Donich
City Clerk General Counsel
APPROVED AS TO FORM
APPROVAL RECOMMENDED:
By: By: 1--4
Aaron . Harp Rose Casey
City A orney Executive Director, Planning
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