Loading...
HomeMy WebLinkAboutC-2332 - Agreement for Street & Highway Improvement on Pacific Coast HighwayRECORDING REQUESTED BY AN[ WHEN RECORDED RETURN TO: City Clerk City of Newport Beach P.O. Box 1768 3300 Newport Boulevard Newport Beach, CA 92663-3884 92-080803 ftwo .. .e Governftwt Code 6103 =EXEMPT -H!o AM MA' 9'82 Space Above This Line for Recorder's Use Only MAR � icy �� PERMIT AGREEMENT OK THIS AGREEMENT, made and entered into this , _ day of 3 T 1982, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation, fiereinafter referred to as "CITY", and HUGHES COMMUNICATIONS, INC., hereinafter referred to as "PERMITTEE", is made with reference to the following facts: A. CITY controls certain public street rights-of-way (hereinafter "streets"), located in the City of Newport Beach, County of Orange, State of California, which streets are known as Hospital Road, Placentia Avenue, and Flagship Road. B. PERMITTEE is a private company providing communications services to private customers. C. PEKMITI EE desires to construct two conduits (hereinafter also called improvements), each four inches in diameter in said streets in order to connect a microwave antenna located on top of a tower at the Hoag Memorial Hospital, Presbyterian, with a private office building located at 500 Superior Avenue in said City of Newport Beach; the location of said conduit as shown on the drawing which is attached to this Agreement as Exhibit "A" and incorporated herein by reference. PERMITTEE acknowledges and agrees that other permits and permit requirements may be imposed by CITY as a condition precedent to what is contemplated by this Agreement. D. The design of the improvements is in accord with currently accepted engineering standards. E. CITY desires to condition its approval of the construction of the improvements as set forth in Exhibit "A", and the parties agree that an Agreement providing for the fulfillment of these conditions, imposed by CITY on PERMITTEE, w is appropriate to guarantee performance of those conditions. Y3 NOW, THEREFORE, in consideration of the mutual promises, the parties hereto agree as follows: 1 of 4 1. RIGHTS OF PERMITTEE CITY hereby grants to PERMITTEE the right to construct, reconstruct, install, maintain, use, operate, repair and replace the improvements, all in substantial conformance with plans and specifications therefor on file in the Public Works Department of the City of Newport Beach, in, over and across those certain easements described in paragraph A above. 2. PERMITTEE'S DUTIES PERMITTEE shall properly and regularly maintain the improvements and shall timely pay all costs and expenses incurred during said maintenance. In the event that PERMITTEE fails to properly and/or regularly maintain the improvements, CITY may, at its option, remove the improvements or assume the maintenance of the improvements, and PERMITTEE agrees to.pay all costs incurred by CITY in removing or maintaining said improvements, should CITY assume its right to do so, pursuant to this paragraph. 3. TERM OF THE AGREEMENT Rights granted under this Agreement shall terminate twenty (20) years from the date of this Agreement unless earlier terminated as provided herein. In the event that CITY desires to use the easement for street or public purposes, CITY may terminate this Agreement by giving sixty (60) days' notice of its in- tention to so do, specifying in said notice the date of termination. CITY shall incur no liability whatsoever in the event of any early termination of this Agreement and the consequent removal of improvements by the CITY. 4. REPAIRS CITY has the right to make such repairs to the improvements as it deems necessary for the protection of the general public, health, safety and welfare. PERMITTEE hereby grants to CITY the right to make repairs as provided herein, or to remove improvements in the event of an early termination of this Agreement, because of the need of the CITY to use the easements for street or.. public purposes. 5. INDEMNIFICATION PERMITTEE agrees to indemnify and defend CITY and its officers and employees, and to hold the CITY harmless from, any and all demands, claims, losses, or liability that arises out of or is in any way related to, the con- struction, use, maintenance or repair of said improvements. 2of4 6. BREACH In the event PERMITTEE breaches any provision of this Agreement, CITY may, in addition to other legal remedies available to it, terminate this Agreement. CITY may enter upon the easement and remove all or part of the im- provements installed by PERMITTEE pursuant to this Agreement. Termination because of breach shall be upon a minimum of ten (10) days' Notice, with the Notice specifying the date of termination. 7. SEVERABILITY The provisions of this Agreement are independent and severable and the invalidity or partial invalidity or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision hereof. 8. RECORDATION Each of the parties hereto specifically consents to the recordation of this Agreement in the Office of the County Recorder in and for the County of Orange, State of California, and all the covenants, restrictions and charges hereunder and all their benefits and burdens shall run with the land, pursuant to Section 1468 of the Civil Code of the State of California. 9. ASSIGNMENT The terms and conditions of this Agreement shall be binding upon the successors and assigns of PERMITTEE and shall also be binding upon permittees who take title to the property by reason of foreclosure, trustee's sale or other- wise. 10. NOTICE When notice is to be given pursuant to this Agreement, it shall be addressed as follows:_ CITY City of Newport Beach Office of the City Attorney 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92663-3884 PERMITTEE Hughes Communications, Inc. Post Office Box 92424 World Way Postal Center Los Angeles, CA 90009 Attention: C. T. Whitehead, President 3of4 Notice shall be deemed given as of the date of mailing and notice shall be addressed as above and mailed first class, postage pre -paid thereon. Executed the day and year first above written at Newport Beach, California. ATTEST: City Clerk APPROVED AS TO FORM AND CONTENT M -t Ci ty Attorney; CITY OF NEWPORT BEACH, a Municipal Corporation 11/Mayo HUGHES COMMUNICATIONS, INC., a Corporation By President m c°e re 4sn R 4of4 T W X W X W J IL W N I STATE OF CALIFORNIA COUNTY OF ORANGE ) ss On this 5th day of March in the year 1982 , before me, the undersigned, a Notary Public in and for said State, personally appeared Jacqueline E. Heather a-nd Wanda E. Andersen known to me to be Mayor and City Clerk of the City of Newport Beach and known to me to be the person who executed the within instrument on behalf of said governmental agency, and acknowledged to me that such governmental agency executed the same. WITNESS my hand,_.,and offici l seal. Signature Dcrothy.. . Palen TO 449 C O (Corporation) STATE OF CALIFORNIA SS. COUNTY OF oS/ t _.:/ On i J tX00 /9e before me, the undersigned, a Notary Public in and for said State, personally appe ed known to me to be the President, and known to me to be Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. � WITNESS my hand and official seal. �,... OFFICIAL SEAL 2: hF, ELEANOR R MC LEMORE m .A w cn NOTARY PUBLIC - CALIFORNIA Signature ��` �`'''LOS ANGELES COUNTY 18 084 ✓ �aL, "s- My comm. expires TUN Name (Typed or Printed) (This area for official notarial seal) ()FF,jri_AL SEAL DOIRO I i f r' L. PALEN C ' IIOR01A NOTARY PUBi iC - PWNCiPA Offi c: ORANGE COUNT -Y y Carlini Expires Apr115A1 5 TO 449 C O (Corporation) STATE OF CALIFORNIA SS. COUNTY OF oS/ t _.:/ On i J tX00 /9e before me, the undersigned, a Notary Public in and for said State, personally appe ed known to me to be the President, and known to me to be Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. � WITNESS my hand and official seal. �,... OFFICIAL SEAL 2: hF, ELEANOR R MC LEMORE m .A w cn NOTARY PUBLIC - CALIFORNIA Signature ��` �`'''LOS ANGELES COUNTY 18 084 ✓ �aL, "s- My comm. expires TUN Name (Typed or Printed) (This area for official notarial seal) I:10 �wm, ILM �O iC..L r7�c10c�''d 8 G'/ c'r P, 7/h' a trod r' LAW OFFICES OF WOODRUFF, SPRADLIN & SMART A PROFESSION L CORnRATIM RECEIVED ATTORNEY - CLIENT PRIVILEGED AND CONFIDENTIAL MEMORANDUM '97 MAY 27 A10:19 TO: Jan Debay, Chair CITY CLERK William G. Steiner, Director HE OFFICE OF T John E. Noyes, Director CITY OF td THE C T BEACH Date FROM: General Counsel Copies Sent Ta DATE: May 22, 1997 ,.Mayor 3 Auncd Member y RE: Contract No. 5 -37 -3 0 Manager Pacific Coast Highway Gravity Sewer O Attomey Contractor Wal -Con Construction Company Q Claim No. 5- CSD- 96 -L -20 Q O On July 17, 1996, Wal -Con Construction Company, (hereinafter "Wal- Con ") filed a claim with the District for equitable adjustment and breach of contract, due to its' alleged loss of efficiency of production, for the contract work done between January 30, 1996 and July 16, 1996 on the Pacific Coast Highway. During the ensuing several months, there were a great number of meetings and an exchange of several items of correspondence between District representatives and the Wal -Con representatives, and no resolution of this claim or the disagreement over the work to be done, was ever reached. On December 20, 1996, Wal -Con filed a specific claim under the provisions of the California Tort Claims Act, California Government Code Section 900 et seq. alleging that they had completed all their work satisfactorily as of July 31, setting forth that they had encountered numerous unknown and unanticipated difficulties for which they had submitted a request for adjustment as referenced above. The claim totaled $761,156.00 of which $691,395.00 was supposedly based on labor and equipment inefficiency. My office and the District's Engineering /Construction staff worked on this matter during all of the times in question, and again attempted to bring resolution to this dispute. Seeing that the contractor was unable to set aside the claim or even compromise the claim, the District engaged an independent consultant who specializes in the area of construction claims. This consultant, High -Point Rendel prepared a claim analysis that was submitted to this office as a confidential attorney work product, wherein they very carefully and thoroughly analyzed each and every assertion set forth by the contractor. In summary, the consultant's report concluded that the claim of the contractor was totally without merit, that they had, in fact, been paid 100% of any possible damage that resulted from change orders, and that the claims were based on unproven theories and were not supported by any documentary proof. • Jan Debay, Chair John E. Noyes, Director William G. Steiner, Director May 22, 1997 Page 2 The District Board is now faced with making a decision relating to this claim. Specifically, the Director of Engineering is notifying the contractor this week that its' protest and claim is being denied in its entirety, and that his decision is final. This could precipitate one of two possible actions by the contractor in the immediate future: 1. Filing a protest with the District which the Board would have to review; or 2. Filing a lawsuit to seek to recover on the claim. The general provisions of the District's construction contracts, Section 8 -4, sets forth the procedure to be followed when work is demanded of the contractor by the District and the contractor objects. Specifically, the contractor, within ten (10) days after a demand, instruction, ruling or a decision is made by the Director of Engineering (or his designee), must file a written protest. The references above to the correspondence regarding claims, etc., clearly satisfy this protest provision. Section 8-4 further provides that on receipt of the protest from the contractor, the District Engineer will review the demand and shall promptly advise the contractor in writing of the final decision. That is the decision that will be served on the contractor this week. Finally, Section 8 -4 provides: "The final decision shall be binding, unless within ten (10) days of its issuance the contractor files a written formal protest with the District. The Board of Directors shall consider and render a final decision of any such formal protest within 45 days of receipt of same." It is anticipated that upon receipt from Mr. Ludwin of his decision to deny the protest and the claim, the contractor, Wal -Con, will file a protest with the District. THE PROVISIONS DO NOT REQUIRE THE DISTRICT TO CONDUCT A HEARING BEFORE THE BOARD OF DIRECTORS TO RESOLVE THE PROTEST. The Board, upon receipt of the protest, will simply be presented with the records upon which the Director of Engineering based his decision, and at that time, your Board can elect to do any of the following: Jan Debay, Chair John E. Noyes, Director William G. Steiner, Director May 22, 1997 Page 3 1. Determine that there is no reasonable basis to have the Board hold a hearing de novo, in which both the District staff and the contractor would present detailed facts through documentation and verbal presentation. 2. The Board could order a hearing de novo to review all of the facts of both parties. 3. The Board could order a hearing, but to be conducted by an independent hearing officer in lieu of your own Board. 4. Simply order the Director of Engineering to reconsider his decision. Apart from the tremendous time consumption that a hearing before your Board would require, it is my opinion that Board review of a protest of this nature, is bad precedent for the Board to establish. At the same time, it would certainly be appropriate for the Board to receive a presentation by the District staff setting forth the factual basis by which the Director of Engineering rendered his final decision. The Board can make its own evaluation of that decision, and then elect any of the options set forth above. This memo is sent to you in advance of any formal protest being filed and received by the District, in order that you may be aware that such an event could occur. At the Joint Board Meeting of May 28, 1996, 1 will be available to answer any questions which you may have. 714OMAS L. W ODRUFF /GE' NERAL COUNSEL - CSDOC TLW:kir cc: Mr. D.F. McIntyre Mr. B.P. Anderson Ms. J.A. Wilson Mr. D.A. Ludwin Mr. J. Linder . c• a3��- Pacific Coast Highway Widening at Bay Bridge Pump Station THIS AGREEMENT, ENTERED INTO ON Q4-' j ) )A , 1912�1 is between the COUNTY SANITATION DISTRICT NO. 5 of ORANGE COUNTY, a public corporation, referred to herein as DISTRICT, and CITY OF NEWPORT BEACH, a body politic and a municipal corporation of the State of California, referred to herein as CITY. =1- RECITALS 1. CITY made a proposal to DISTRICT to include certain street and highway improvements on Pacific Coast Highway with the DISTRICT's modification of the sewage facility at the Bay Bridge Pump Station. 2. DISTRICT is willing to undertake the construction of said street improvements on Pacific Coast Highway, hereinafter referred to as PROJECT, in conjunction with its construction as per Exhibit A attached hereto, and by this reference made a part of this agreement. 3. DISTRICT and CITY mutually desire to specify the terms and conditions under which PROJECT is to be financed. SECTION I DISTRICT AGREES: 1. To include CITY's plans and specifications to construct PROJECT in DISTRICT's contract for relocation of Bay Bridge Force Main (Contract No. 5 -18R). 2. To construct PROJECT in accordance with the plans and specifications of CITY. CITY's specifications shall be that of the State of California, Department of Transportation. 3. To apply for and receive the necessary encroachment permits for work within the State Highway right -of -way. 4. To retain or cause to retain for audit for a period of -2- i three (3) years from the date of final payment all records and accounts relating to construction of the project. 5. To award the contract for CITY's project in accordance with all legal requirements of a public bidding process. 6. To pay the contractor for all work performed in the construction of PROJECT. 7. Except to the extent that on -site necessities require immediate action, to submit all proposed change orders for the PROJECT contractor to CITY, for its approval. SECTION II CITY AGREES: 1. To pay DISTRICT an amount not to exceed $3,000 for revision of DISTRICT's improvement plans, specifications and construction surveying CITY's improvements within thirty (30) days of billing. 2. To deposit with DISTRICT, within thirty (30) days of receipt of billing therefor (which billing will be forwarded immediately.following DISTRICT's bid advertising date of con- struction contract No. 5 -18R) the amount of $25,500 which is the I estimated total amount as detailed on EXHIBIT B, attached hereto and made part of this Agreement. 3. To pay DISTRICT, within thirty (30) days of final audited cost of construction for PROJECT, the total amount of the contract, including all change orders based upon unit -3- prices and actual quantities of items; plus a sum equal to fifteen percent (15 %) for overhead and administrative costs incurred by DISTRICT. SECTION III IT IS MUTUALLY UNDERSTOOD AND AGREED THAT: 1. That neither DISTRICT nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be due by CITY under or in connection with any work, authority or juris- diction not delegated to DISTRICT under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify and hold DISTRICT harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. 2. That neither CITY nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by DISTRICT under or in connection with any work, authority or jurisdiction delegated to DISTRICT under this Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, DISTRICT shall fully indemnify and hold CITY harmless from any liability -4- liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by DISTRICT under or in connection with any work, authority or jurisdiction delegated to DISTRICT under this Agreement. 3. Upon completion of all work under this Agreement, ownership and title to all materials, equipment and appurtenances installed will automatically be vested to the CITY and no further agreement will be necessary to transfer ownership to the CITY. 4. That this Agreement shall terminate upon completion and acceptance of,PROJECT. COUNTY SANITATION DISTRICT NO. 5 OF ORANGE COUNTY By CITY OF NEWPORT BEACH Ap ve,d As To Form: Approved As To (Form: W � /J � Thoma L. Woodruff ///' Michael Miller General Counsel City Attorney -5- � {� � � r 2a• �\ �� � t §! (/ \/ I � � \ � / m\~ k \ � ,esn,a§ee^ �§gRwebq�g /i 2j � RaRx neG�aG! - - -- / \/) ^ ƒ!w ® » ¥5$& !4 9� � » 7 • ! - \ "` •:: CITY'S SHARE ' ENGINEER'S ESTIMATE CONSTRUCTION ESTIMATED UNIT UNIT TOTAL ITEM UANQ TITY PRICE COST A.C. Removal (incl. sawcut) i 1,330 S.F. $ .40 $ 532 Concrete Removal (incl. sawcut} 500 S.F. .75 375 Fence removal 72 L.F. 3.00 216 Earthwork (cut and fill) 100 C.Y. 10.00 1,000 Adjust S.S. M.H. - -- L.S. - -- 500 Construct M.H. #1 - -- L.S. - -- 1,200 Catch Basin - - -- L.S. - -- 2,500 Curb and Gutter 105 L.F. 10.00 1,050 Sidewalk (.33') 640 S.F. 2.00 1,280 Drive Approach (.50') 440 S.F. 2.50 1,100 Full Pavement Section 1,080 S.F. 4.00 4,320 Relocate Street Light - -- L.S. - -- 750 Minor Concrete (Gravity Wall) 4 C.Y. 250.00 1,000 Chain.,Link Railing (Bll -7) 34 L.F. 15.00 510 Chain Link Fence (A78 -A) 37 L.F. 10.00 370 ' Gate (12') - -- L.S. - -- 600 Double Gate (18') - -- L.S. - -- 1,000 R.C.P. (18 ") 14 L.F. 70.00 980 Clear and Grub - -- L.S. - -- 200 Adjust Sewer Vaults - -- L.S. - -- 2,500 Subtotal $21,983 ! District Administration Cost (15011) 3,297 Total $25,280 Call 525,500 EXHIBIT B • TO: CITY COUNCIL ey ,,ya CiT`I COUNCIL IIt�Yy aF p?^WPQRT smCK FROM: Public Works Depar�irhent 40 April 12, 1982 C,OL_ � CITY COUNCIL AGEND ITEM NO. � SUBJECT: COAST HIGHWAY -- WESTBOUND LANE EXTENSION EAST OF BAYSIDE DRIVE RECOMMENDATION: Authorize the Mayor and the City Clerk to execute an agreement with Sanitation District No. 5 of Orange County to construct certain street and highway improvements on Coast Highway in conjunction with the District's modification of the sewage facility at the Bay Bridge Pump Station. DISCUSSION: On February 23, 1981, the City Council authorized the staff to nego- tiate a change order and supplemental cooperative agreement with Caltrans to extend the fourth westbound lane on Coast Highway from the easterly Upper Newport Bay Bridge abutment to Bayside Drive. The cost of this work was esti- mated to be $127,000, and The Irvine Company advanced.$138,000 to the Circula- tion Fund to cover the cost of construction and engineering. The inability to obtain a small portion of right -of -way from The Irvine Company's lessee, De Anza Corporation (Newport Bay Realty Company), within the time frame needed to include the change in the bridge construction project and subsequent plans for the realignment of the Sanitation District No. 5 sewer main downscoped the original concept for the fourth westbound lane extension. Caltrans was able to extend the fourth lane by approximately 400 feet to the Sanitation District pump station at a cost of approximately $60,000. In anticipation of the Sanitation District's project, temporary road- way improvements were installed in front of the pump station. This was done with the understanding that the City would participate in the cost of permanent improvements which allow the fourth lane to be extended across the pump station frontage. It was necessary to do the work in two phases because the existing sewer system has two large valve structures that fall in sidewalk area. The Sanitation District sewer main reconstruction project will relocate and lower the valve structures to allow the permanent sidewalk to be constructed at its final location. The estimated cost of the City's share of the Sanitation District's project is $28,500. This includes engineering, paving, storm drain modification, curb, gutter and sidewalk construction and the installation of a street light. [I 0 April 12, 1982 Subject: Coast Highway -- Westbound Lane Extension East of Bayside Drive Page 2 The recommended cooperative agreement with the Sanitation District provides for the replacement of the interim improvements with ultimate improve- ments across the pump station frontage. The principal features of the agree- ment are as follows: 1. District No. 5 agrees: To construct and administer project. 2. City agrees: (a) To pay District No. 5 for revision of plans, specifications, and construction surveying not to exceed $3,000. (b) To deposit with District No. 5 the amount of $25,500 which is the estimated total for construction and administration. Funding for the improvements will come from the Circulation and Transportation Fund. Construction of the remainder of the westbound fourth lane between the pump station and Bayside Drive (approximately 250 feet) will be completed with the City's Coast Highway widening project (1986 -7), or in conjunction with major redevelopment within De Anza Bayside Village. A sketch is attached showing the proposed improvements. Benjamin S. Nolan Public Works Director HH:jd Att. 1� i v o N o ' a n `C a 2a °�k do 0 �o n �i CITY OF NEWPORT BEACH DRAWN e-6 DATE 4 -6 -$2 PUBLIC WORKS DEPARTMENT APPROVED PACIFIC COAST HIGHWAY PUBLIC WORKS DIRECTOR LANE EXTENSION R.E. NO. AT O.C.S.D. PUMP STATION DRAWING NO. SKETCH -*-/ s. i xg^ t S I tr �L i I ij;¢ 1II I An I al /!tl !1 ij;¢ 1II I An I _` . its {n :3� `-��i_._n�s �'"' t I �� �' fa •. -sue ,�_ aa4 :ii�c -< d•� 3 i it 4y �;: II vd o n iii la �• ayN `i� 8 0 2 � to 9Ny f U1lr II idea x ea >t�jeei qZ p.e its � ii f�f _ 'rI e 11i r F1 . its {n :3� `-��i_._n�s �'"' t I �� �' fa •. -sue ,�_ aa4 :ii�c -< d•� 3 i it 4y �;: vd o n iii la �• ayN `i� 8 0 2 � to 9Ny GYl1TT).TT � 1 I CITY`S SHARE ENGINEER'S ESTIMATE CONSTRUCTION ESTIMATED UNIT UNIT TOTAL ITEM UANQ TITY PRICE COST A.C. Removal (incl. sawcut) 1,330 S.F. $ .40 $ 532 Concrete Removal (incl. sawcut} 500 S.F. .75 375 Fence removal 72 L.F. 3.00 216 Earthwork (cut and fill) 100 C.Y. 10.00 1,000 Adjust S.S. M.H. - -- L.S. - -- 500 Construct M.H. #1 - -- L.S. - -- 1,200 Catch Basin - -- L.S. - -- 2,500 Curb and Gutter 105 L.F. 10.00 1,050 Sidewalk (.33') 640 S.F. 2.00 1,280 Drive Approach (.50') 440 S.F. 2.50 1,100 Full Pavement Section - 1,080 S.F. 4.00 4,320 Relocate Street Light - -- L.S. - -- 750 Minor Concrete (Gravity Wall) 4 C.Y. 250.00 1,000 Chain, .Link Railing (Bll -7) 34 L.F. 15.00 510 Chain Link Fence (A78 -A) 37 L.F. 10.00 370 Gate (12') - -- L.S. - -- 600 Double Gate (18') - -- L.S. - -- 1,000 R.C.P. (18 ") 14 L.F. 70.00 980 Clear and Grub - -- L.S. - -- 200 i Adjust Sewer Vaults - -- L.S. - -- 2,500 Subtotal $21,983 District Administration Cost (15a) 3,297 Total $25,280 Call $25,500 EXHIBIT B i