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HomeMy WebLinkAboutC-3167 - State Route 73/55 Interchange Connector BSan Joaquin Hills Corridor Agency Chairman: Todd Spitzer Orange County Supervisor July 13, 2000 Foothill /Eastern Corridor Agency Chairman: TRANSPORTATION CORRIDOR ACIES Suspn Withrow Mission Viejo Don Webb City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92663 Subject: First Amendment to the Funding Agreement for the Confluence State Route 73 and Interstate 405 (C -97 -472) Dear Don: Enclosed please find a fully executed original of the subject amendment to the confluence funding agreement for your files. I sincerely appreciate your efforts in helping to accomplish the approval of the amendment in such a short period of time. With four separate public agencies involved, this was quite remarkable. This was truly done with a spirit of cooperation by all parties. Thank you. Sincerely, U Wendell Hartman Deputy Director Design and Construction Walter D. Kreutzen, Chief Executive Officer 125 PACIFICA, IRVINE CA 92618 -3304 • PO. BOX 53770, IRVINE CA 92619-3770 • 9491754 -3400 FAX 9491754 -3467 w tcogencies.com Members: Anaheim • Costa Mesa • County of Orange • Dana Point • Irvine • Lake Forest • Laguna Hills • Laguna Niguel • Laguna Woods Mission Viejo • Orange • Newport Beach • Rancho Santa Margarita • Santa Ana • San Clemente • San Juan Capistrano • Tustin • Yorba Linda ®vaeiM m xrydfd r.p., rI L FIRST AMENDMENT TO AGREEMENT REGARDING FUNDING OF CERTAIN IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND INTERSTATE 405 (C -97 -472) THIS FIRST AMENDMENT TO AGREEMENT REGARDING FUNDING OF CERTAIN IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND Ij`ITERSTATE 405 (C- 97 -472) ( "First Amendment') is entered into as of this �� / /�� day of -,/u 2000, by and among THE CITY OF COSTA MESA, THE CITY OF NEWPORTIAEACH, THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY (the "Agency ") AND THE ORANGE COUNTY TRANSPORTATION AUTHORITY (collectively, "the Parties "). WHEREAS, the Parties have entered into that certain agreement entitled Agreement Regarding Funding of Certain Improvements to the Confluence of State Route 73 and Interstate 405 (C -97 -472), dated January 28, 1997, (the "Agreement'); and WHEREAS, as of the date hereof, interest accrued in the Confluence Account, as that term is defined and referenced in the Agreement, totals approximately $900,000; and WHEREAS, the Parties agree that not all of the $900,000 in interest accrued in the Confluence Account, currently held by Agency, may be necessary to reimburse construction, right -of -way acquisition, and other related costs of the Improvements, as that tern is defined and referenced in the Agreement; and WHEREAS, the Parties agree that a portion of the $900,000 in interest accrued in the Confluence Account may be excluded from the Confluence Funds, as that term is defined and referenced in the Agreement, and may be retained by the Agency provided that said funds are determined not necessary to fund the I -405 portion of the Improvements; and WHEREAS, the Parties hereby express their mutual desire and intent to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows: 1. Paragraph 3 ( "Confluence Funding "), is amended to add the following as subparagraph (c), subparagraph (d) and subparagraph (e): (c) Notwithstanding subparagraph (a) under this paragraph, of the first $900,000 of interest accrued in the Confluence Account, $430,000 shall be retained by the Agency as its sole and separate property. Subject to subparagraph (d) below, the remaining amount of interest, approximately $470,000, and any further interest accruing in the Confluence Account, will be available to reimburse certain costs of construction and right -of -way acquisition for the Improvements as part of the Confluence Funds, as provided in subparagraph (a) under this paragraph. 199191_I.doe 0 0 (d) In the event the total amount of final bids for the construction of the I -405 portion of the Improvements falls below the amount budgeted for construction and right of way for such portion of the Improvements, which amount is approximately $50,300,000 as of the date hereof, any amount of remaining interest accrued in the Confluence Account, up to a maximum of $170,000, shall be retained by the Agency as its sole and separate property. (e) In the event that the total amount of final bids for construction of the I -405 portion of the Improvements exceeds the amount budgeted for construction and right of way for such portion of the Improvements, which amount is approximately $50,300,000 as of the date hereof, Agency will return to the Confluence Account all or part of the interest retained by the Agency pursuant to subparagraph (c) under this paragraph, for the funding of any such budget shortfall, providing that in no event shall such amount exceed $430,000 plus any interest earned on that amount. 2. Paragraph 4 ( "Disbursement of Confluence Funds ") is amended to add the following to the last sentence of that section: and less any interest retained by the Agency pursuant to subparagraphs 3(c) and 3(d). IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed as of the date first written above. CITY OF COSTA MESA: By: > 4 �1N1 , Name: S, zzis Title: &O L. a 9er izu CE-S �b.lizee -7VR- APPROVED AS TO FORM: By: I",1�9 /�iiis� �f City Attorney CITY OF NEW ORT BEACH: By: Nam • Title: i'Ylaio- APPROVQED S TO FO By: City Attorney SAN JOAQUIN HILLS TRANSPORTATION ORANGE COUNTY TRANSPORTATION CORRIDOR AGENCY, joint powers agency: AUTHORITY: By: W W. D. Kre tz Chief Executive Officer APP O ED � M By: Agency's Counsel 199191_I.doc By: Chief Exec ive Of cer APP VED AS TOO FORM: By: ounsel 0 0 EXCERPT MINUTES OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA A regular meeting of the City Council of the City of Costa Mesa was held on July 3, 2000, at 6:30 p.m., in the Council Chambers of City Hall, 77 Fair Drive, Costa Mesa. PRESENT: Mayor Gary Monahan, Mayor Pro Tern Libby Cowan, Council Member Joe Erickson, Council Member Heather Somers, and Council Member Linda Dixon. ABSENT: None "Item 5 on the Consent Calendar was presented: First amendment to Agreement No. C97 -472 with the Orange County Transportation Authority (OCTA), the California Department of Transportation (CALTRANS), and the City of Newport Beach, for the Interstate I- 405 /State Route 73 Confluence Improvement Project. The Public Services Director corrected the title of this item as listed on the agenda, deleting CALTRANS, and adding the Transportation Corridor Agencies (TCA). On motion by Council Erickson, seconded by Council Member Dixon, and carried 5 -0, the amendment to the agreement was approved, and the Public Services Director was authorized to sign on behalf of the City." ADJOURNMENT: The Mayor declared the meeting adjourned at 8:30 p.m. STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) I, MARY T. ELLIOTT, Deputy City Clerk and ex- officio Clerk of the City Council of the City of Costa Mesa, hereby certify the foregoing to be a full, true, and correct copy of the minute entry on record in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Costa Mesa this 5 °i day of July, 2000. T Deputy City lerk and ex- officio Clerk of the City Cou cil of the City of Costa Mesa 9 rI July 11, 2000 CITY COUNCIL AGENDA APPD�VED ITEM NO. 6 TO: Mayor and Members of the City Council FROM: Public Works Department SUBJECT: FIRST AMENDMENT TO AGREEMENT REGARDING FUNDING OF CERTAIN IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND INTERSTATE 405 (C -97 -472) RECOMMENDATION: Authorize the City Manager to execute the First Amendment to the State Route 73 /Interstate- 405 (SR73 /1 -405) Funding Agreement. DISCUSSION: In January 1997, the City Council authorized the City Manager to execute the SR73 /1 -405 Funding Agreement. The Agreement set aside $6.657 million from the San Joaquin Hills Transportation Corridor Agency (TCA) for the TCA's total contribution to the right -of -way and construction of the SR73 /1 -405 confluence improvements (outside the City of Newport Beach). In addition, interest earned on the $6.657 million was to be available for eligible confluence costs. As of today, approximately $900,000 in interest has accrued in the confluence account. The Amendment changes how the interest is to be distributed, provided that a portion of the interest is determined to be not necessary to fund the Interstate 405 portion of the improvements. ($430,000 would be retained by the TCA and approximately $470,000, plus any further interest, would be available for confluence improvements). This Amendment does not affect the City of Newport Beach financially. The City and the TCA have worked together effectively on various projects in the past, therefore, staff recommends approval of the Amendment. espectfull su i PUBLIC WORKS DEPARTMENT Don Webb, Director By: W Bill Patapoff City Engineer Attachment: Amendment Original Agreement 0 0 FIRST AMENDMENT TO AGREEMENT REGARDING FUNDING OF CERTAIN IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND INTERSTATE 405 (C -97 -472) THIS FIRST AMENDMENT TO AGREEMENT REGARDING FUNDING OF CERTAIN IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND INTERSTATE 405 (C- 97 -472) ( "First .Amendment ") is entered into as of this day of 2000, by and among THE CITY OF COSTA MESA, THE CITY OF NEWPORT BEACH, THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY (the "Agency ") AND THE ORANGE COUNTY TRANSPORTATION AUTHORITY (collectively, "the Parties "). WHEREAS, the Parties have entered into that certain agreement entitled Agreement Regarding Funding of Certain Improvements to the Confluence of State Route 73 and Interstate 405 (C -97 -472), dated January 28, 1997, (the "Agreement'); and WHEREAS, as of the date hereof, interest accrued in the Confluence Account, as that term is defined and referenced in the Agreement, totals approximately $900,000; and WHEREAS, the Parties agree that not all of the $900,000 in interest accrued in the Confluence Account, currently held by Agency, may be necessary to reimburse construction, right -of -way acquisition, and other related costs of the Improvements, as that term is defined and referenced in the Agreement; and WHEREAS, the Parties agree that a portion of the $900,000 in interest accrued in the Confluence Account may be excluded from the Confluence Funds, as that term is defined and referenced in the Agreement, and may be retained by the Agency provided that said funds are determined not necessary to fund the I -405 portion of the Improvements; and WHEREAS, the Parties hereby express their mutual desire and intent to amend the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows: 1. Paragraph 3 ( "Confluence Funding "), is amended to add the following as subparagraph (c), subparagraph (d) and subparagraph (e): (c) Notwithstanding subparagraph (a) under this paragraph, of the first $900,000 of interest accrued in the Confluence Account, $430,000 shall be retained by the Agency as its sole and separate property. Subject to subparagraph (d) below, the remaining amount of interest, approximately $470,000, and any further interest accruing in the Confluence Account, will be available to reimburse certain costs of construction and right -of -way acquisition for the Improvements as part of the Confluence Funds, as provided in subparagraph (a) under this paragraph. 199191_1 0 0 (d) In the event the total amount of final bids for the construction of the I -405 portion of the Improvements falls below the amount budgeted for construction and right of way for such portion of the Improvements, which amount is approximately $50,300,000 as of the date hereof, any amount of remaining interest accrued in the Confluence Account, up to a maximum of $170,000, shall be retained by the Agency as its sole and separate property. (e) In the event that the total amount of final bids for construction of the I -405 portion of the Improvements exceeds the amount budgeted for construction and right of way for such portion of the Improvements, which amount is approximately $50,300,000 as of the date hereof, Agency will return to the Confluence Account all or part of the interest retained by the Agency pursuant to subparagraph (c) under this paragraph, for the funding of any such budget shortfall, providing that in no event shall such amount exceed $430,000 plus any interest earned on that amount. 2. Paragraph 4 ( "Disbursement of Confluence Funds ") is amended to add the following to the last sentence of that section: and less any interest retained by the Agency pursuant to subparagraphs 3(c) and 3(d). IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed as of the date first written above. CITY OF COSTA MESA: CITY OF NEWPORT BEACH: By: By: Name: Name: Title: Title: APPROVED AS TO FORM: APPROVED AS TO By: By: City Attorney City Attorney SAN JOAQUIN HILLS TRANSPORTATION ORANGE COUNTY TRANSPORTATION CORRIDOR AGENCY, joint powers agency: AUTHORITY: M W. D. Kreutzen Chief Executive Officer APPROVED AS TO FORM: Lm Agency's Counsel 199191_1 M Chief Executive Officer APPROVED AS TO FORM: Counsel 2 • • C -97 -472 AGREEMENT REGARDING FUNDING OF CERTAIN 1IMPROVEMENTS TO THE CONFLUENCE OF STATE ROUTE 73 AND INTERSTATE 405 1:17hb7:1►SGTY01 THE CITY OF COSTA NIESA, THE CITY OF NEWPORT BEACH, THE ORANGE COUNTY TRANSPORTATION AUTHORITY, AND THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY THIS AGREEMENT REGARDING FUNDING, dated as of the last date subscribed below, is made by and among the CITY OF COSTA MESA, and the CITY OF NEWPORT BEACH (collectively, "Cities "), the ORANGE COUNTY TRANSPORTATION AUTHORITY ( "OCTA "), and the SAM JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ( "Agency "). WHEREAS, the operational and capacity improvement modifications to State Route 73 between Birch Street and Interstate 405 (I -405), and to the I-405 from Bear Street to Euclid Street, as further described in Exhibit A to this Agreement ( "Improvements ") have been proposed; and WHEREAS, the schedule for completion of the design and construction of the Improvements is presently being developed and the Cities and OCTA in conjunction with Caltrans presently anticipate that they will be able to begin funding various portions of the Improvements beginning as early as 1997; and WHEREAS, the Agency has indicated a willingness to provide funding for the Improvements, in the amount of $13.2 million as provided in this Agreement, as full and final satisfaction of the Agency's obligations in its approval of the San Joaquin Hills Transportation Corridor and the approval of funding for the Corridor by the California Transportation Commission; and WHEREAS, the parties have determined that the Agency's commitment to funding of the Improvements as provided in this Agreement meets and exceeds the Agency's share of the cost of the Improvements; and WHEREAS, the Agency's commitment of $13.2 million was set forth in a May 1990 resolution of the California Transportation Commission and the Agency has previously appropriated $2.2 million (the "$2.2 Million Appropriation ") in furtherance of the Improvements; and WHEREAS, the parties desire to set forth the terms under which the Agency funds will be made available to fund the Agency's share of the cost of the Improvements; and 963030AP.nOC WHEREAS, OCTA will serve as lead agency in obtaining funding and in the implementation of the Improvements; and NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. Recitals. Each of the parties hereto represent and warrant, each to the other, that the above recitals are true and correct. 2. Design Funding. The parties acknowledge that $943,000 of funds appropriated by the Agency, a portion of which were previously delivered to the City of Costa Mesa, OCTA and other consultants, have been expended for design, construction, environmental and other related costs of the Improvements. Upon execution of this Agreement, the Agency will deliver an additional $5.6 million to the City of Costa Mesa solely to be used to complete final design of all the Improvements ( "Design Funds "). The City of Costa Mesa and OCTA will enter into an agreement relative to the disbursement of TCA provided design funds. (a) The Agency will set aside in a separate account $6.657 million (including the balance of $1.257 million from the $2.2 Million Appropriation) representing the Agency's total contribution to the right -of -way and construction of the Improvements ( "Confluence Funds "). Any interest earnings accruing on the $6.657 million, from the effective date of this Agreement ( "Effective Date "), will accumulate in the Confluence Funds account ( "Confluence Account ") and will be available to reimburse certain costs of construction or right -of -way acquisition of the eligible Improvements as part of the Confluence Funds. (b) The Confluence Funds shall be distributed to reimburse the eligible cost of the construction and right -of -way acquisition of the eligible Improvements in the manner set forth in paragraph 4. 4• Disbursement of Confluence Funds. Upon the expenditure of Confluence Funds by any parry to this Agreement that is responsible for such construction with the concurrence of the Cities, OCTA shall request progress payment reimbursement by submission of a written reimbursement request in substantially the form attached hereto as Exhibit B, Within ten working days of the submission of such reimbursement request, the Agency shall deliver funds in the amount of such request, but in no event shall the total amount, in the aggregate, of any and all reimbursements, exceed $6.657 million, plus any interest accrued on the Confluence Funds from the Effective Date, less any costs incurred by the Agency associated with the establishment and maintenance of the Confluence Account. 5. The Agency shall make available to all parties to this Agreement upon request an accounting of the "establishment and maintenance costs" of the Confluence Account. 963030AP.nOC -2- 0 0 6. Use of Confluence Funds. The Confluence Funds shall be used only to fund the Improvements, and are not available or eligible to be expended for any other purpose. The Confluence funding will be specifically used to fund all or a portion of Projects 1 -A, 2 -A. 3 -C, 3- D, 3 -E and 3 -F as described in Exhibit A. 7. Use of Excess Design Funds. In the event that any portion of the Design Funds remains available at completion of the design of the Improvements, such funds may be used to fund the acquisition of real property as is necessary to construct improvements to the interchange between State Route 73 and State Route 55 ( "Project 2 -A "). Any funds remaining after design of the Improvements and real property acquisitions for Project 2 -A may be used to fund construction or the acquisition of real property for projects identified in Number 6 above. 8. Assurances of No Further Obligations By Agency. OCTA and the Cities shall spend the Design Funds and Confluence Funds solely for the design, right of way and construction of the Improvements as provided in this Agreement. The parties agree that the Agency's commitment of $13.2 million plus interest accrued on Confluence Funds from the Effective Date, as described in this Agreement, is the Agency's full and final commitment to fund the Improvements, and fully satisfies any and all obligations, responsibilities or liabilities of the Agency to fund the Improvements. The Agency shall have no obligation, responsibility or liability to provide any funding for the Improvements, or other improvements to the SR -73 between Birch Street and I -405, including, but not limited to the interchange of SR -73 and I -405 and the interchange of SR -73 with SR -55 (collectively, the "Confluence "), except as specifically provided in this Agreement, and the parties shall not request such additional funding by the Agency. Without limiting the generality of the foregoing sentence, the Agency shall have no obligation, responsibility or liability of any kind whatsoever to provide any additional funding for the Improvements, or other improvements to the Confluence, in the event of any changes to the scope of work, delays in the project schedule, increases in estimated costs, force majeure events, or other circumstances, whether or not such circumstances were anticipated or unanticipated. 9. Use of Funds for Administrative P=oses, All parties agree that no requests shall be made from the confluence funds for staff time for administrative purposes to design, acquire right -of -way or construct improvements without the approval of the Cities and OCTA. 10. Indemnification. The City of Costa Mesa, and OCTA, individually and collectively, agree to release, indemnify, defend (with counsel acceptable to the Agency) and hold harmless (collectively "Indemnity") the Agency, its officers, directors, employees and agents, and each and every one of them, from and against all suits, legal actions, administrative proceedings, damages, claims, losses or expenses (collectively "Claims ") of every type and description to which they may be subjected or put, by reason of or arising from this Agreement, or the design, engineering, construction, maintenance and/or operation of the Improvements. The City of Newport Beach shall indemnify Agency, its officers, directors, employees and agents, and each and every. one of them, from any and all Claims arising from the City of Newport Beach's participation in the design engineering and construction of Project 2A. 963030AP.nOC -3- • 1• 11. Audit. The Agency shall have the right, during normal business hours and upon the giving of 10 days' written notice to the other parties, to review all books and records of the other parties pertaining to costs and expenses incurred by the other parties in constructing any of the Improvements or in the expenditure of any funds provided by the Agency pursuant to this Agreement. This provision shall not in any way obligate the Agency, or create a duty for the Agency, to review such books or records. 12. Attorneys' Fees. In the event of the bringing of any action or suit by either party against the other arising out of this Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees. 13. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office in California, registered or certified mail, postage prepaid, addressed as follows: If to Agency: Transportation Corridor Agencies Attention: Chief Executive Officer 201 E. Sandpointe, Suite 200 P.O. Box 28870 Santa Ana, CA 92799 -8870 with a copy to: Robert D. Thornton, Esq. Nossaman, Guthner, Knox & Elliott LLP 18101 Von Karman, Suite 1800 Irvine, CA 92715 If to Cities: Kevin Murphy City Manager City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92663 If to OCTA: Stan Oftelie Chief Executive Officer Orange County Transportation Authority 550 S. Main Street P.O. Box 14184 Orange, CA 92863 -1584 963030AP.tbC d- William Morris Director of Public Services City of Costa Mesa 77 Fair Drive (P.O. Box 1200) Costa Mesa, CA 92626 0 0 Each party may change its address for delivery of notice by delivering written notice of such change of address to the other parties. 14. ;3everability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 15. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 17. Amendments. Amendments to this Agreement shall be made only by written instrument executed by each of the parties hereto. 18. Authorization. The parties represent and warrant that the execution and delivery of this Agreement has been duly authorized and approved by all requisite action, no other authorization and approval is necessary to enter into this Agreement, and the persons executing this Agreement have the authority to bind their respective agencies. IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date noted below. CITY OF COSTA MESA By: i U^— William Morris Director of Public Services Date: j M`1. 20 , i �f `t 7 963030AP.I)OC -5- 0 (o CITY OF NEWPORT BEACH By: Ke ih'Murplfy City Manager Date: 963030AP.DOC 0 0 ORANGE COUNTY TRANSPORTATION AUTHORITY By: 193n, Stan ORelie Chief Executive Officer Date: I. q-4-7 APPROVED AS TO FORM: By: Kennard R. Smart, Jr. Woodruff, Spradlin & Sma Date: "Mr-) 963030AP.DOC -7- 0 e SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY By: �9ElD ��2 William Woollett, Jr. Chief Executive Officer Date: I I I to f R 7 APPROVED AS TO FORM: NOSSA , GUTHN KNOX & ELLIOTT, LLP By i Attorneys or San Joaquin Hills Transportation Corridor Agency 963030AP.DOC -8- EXHIBIT A Description of the Improvements 0 STATE ROUTE 73 INTERSTATE 405 Project Project Description Project i Project Description No. No. 1 -A Restripe to open existing SB i 3 -A Construct N+-B auxiliary lane (Harbor to lane from I -405 to SR -55; Euclid) construct third SB mired flow lane from SR -55 to Birch; construct third NB mixed flow lane from Campus to Baker. I -B Construct SB HOV lane from I- 3•B Construct Hyland Avenue on -ramp to NB I- 405 to Birch; construct NB HOV 405; close SB Harbor to NB I -405 direct lane from Birch to Bear. ramp. l -C Construct NB auxiliary lane 3 -C Reconstruct NB Harbor loop on -ramp, extend from SR -55 to Bear Street. NB lane number 6 from Harbor loop on -ramp to existing SB Harbor to I -405 NB on -ramp. I -D Widen NB connector to three 3 -D Construct Harbor /Fairview braid with interim lanes for 1000 feet beyond the 1 -405 NB exit to Harbor. Construct lane ramp (provides lane number 7 as number 6 from new Fairview on -ramp to merging lane). Harbor loop on -ramp. 2 -A Construct connector B and NB 3 -E Construct new NB SR -73 off -ramp to auxiliary lane from Campus to Fairview. Relocate NB I -405 Harbor exit to SR -55. Fairview Road off -ramp. Construct ultimate Harbor off -ramp. Extend lane number 6 from temporary Harbor off -ramp location to Fairview on -ramp. 3 -F SB I -405 operational improvements. 963030AP.DOC -9- • 0 EXMBIT B Form of Reimbursement Request San Joaquin Hills Transportation Corridor Agency Attention: Controller 201 E. Sandpointe, Suite 200 P.O. Box 28870 Santa Arta, CA 92-799-8870 Re: Agreement Regarding Funding of Certain Improvements to the Confluence of State Route 73 and Interstate 405 Ladies and Gentlemen: In accordance with the terms of the Agreement Regarding Funding of Certain Improvements to the Confluence of State Route 73 and Interstate 405, by and among the City of Costa Mesa, the City of Newport Beach, the Orange County Transportation Authority, and the San Joaquin Hilts Transportation Corridor Agency ( "Agency'), dated as of 1996 (the "Confluence Funding Agreement "), you are hereby authorized and requested to make immediate disbursement of funds held by you in the Confluence Account established pursuant to Section 4 of the Confluence Funding Agreement. You are hereby requested to pay the Requested Reimbursement Amount indicated below from the Confluence Account, to the public entity designated below as Payee. The Requested Reimbursement amount _ percent of the sum set forth below as the Improvement Amount. 963030AP.DOC Payee: Address: Improvement Amount: Requested Reimbursement Amount: -10- ,> • (s Copy of invoice with proof of payment or certification that such expense has been made, with identification of portion of Improvement thereof for which payment is requested: The undersigned hereby certifies that (i) the Improvement Amount is the actual cost of the Improvements (as defined in the Confluence Funding Agreement) to which payment relates and no part of the Improvement amount herein has been included in any other request previously filed with you; (ii) the Agency will be indemnified from any liens or claims which have been or may be filed affecting the rights of the person, corporation or other entity owning the property on which any portion of the Improvements is located, and any liens or claims arising from the contractor, its subcontractors, and its suppliers; and (iii) the labor, services and/or materials covered hereby have been performed upon or famished to the project and the payment requested herein is due and payable and represents a cost of the Improvements in accordance with the Confluence Funding Agreement. Dated: _, 19_ 963030AP.DOC [Requesting Partyl By -11- m TM m L' V 2 N O � y$ 1p9e II il, IIIN m I I I1 mll II II II II II II I1 II II II I II II II •pd Melnllej II 111 II II it II Ij b II Ii I II I II II jNiiH y11NM II II II - -J ' -- ---- logJeH •P�IB II -- — ' I I \\ Will it II II N Z W 0 ui J N tC d Q C m d O CL E N d cc V V c �T rA 16. w �5' OCTA BOARD OF DIRECTORS Robert P. Wahistron: Chairman Sarah L. Catz Vice - Chairman Laurann Cook Director Tom Daly Director Miguel pulida Director James W. Silva Director Charles V Smith Director Todd Spitzer Director Michael Ward Director Thomas W Wilson Director Susan Withrow Director Mike McManus Governor's Ex- Officio Member Arthur C. Brawn Alternate William G. Steiner Alternate Gregory T. Winterbottom Alternate 1] December 12, 1997 Mr. Bill Patapoff City Engineer Public Works Department CITY OF NEWPORT BEACH 3300 Newport Blvd. Newport Beach, CA 92658 -8915 • DEC SUBJECT: COOPERATIVE AGREEMENT NO. C -7 -0458, FUNDING OF CONSTRUCTION OF CONNECTOR B Dear Mr. Patapoff: Enclosed for your records is an original copy of Cooperative Agreement No. C -7- 0458 between the Orange County Transportation Authority, City of Newport Beach, City of Costa Mesa and San Joaquin Hills Transportation Corridor Agency for funding of the construction of Connector B (Northbound SR 73 and Southbound SR 55). If you should have any questions regarding this matter, please contact me at (714) 560 -5614. rn nely, Pageh Senior Procurement Administrator Enclosure DELIVERED BY MESSENGER Orange County Transportation Authority 550 South Main Street /P.O. Box 14184 /Orange /California 92863 -1584 / (714) 560 -OCTA (6282) 0 9 1 COOPERATIVE AGREEMENT C -7 -0458 2 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND CITY OF COSTA MESA 5 AND CITY OF NEWPORT BEACH 6 AND SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY 7 FOR 8 FUNDING OF CONNECTOR B (NORTHBOUND STATE ROUTE 73 9 TO SOUTHBOUND STATE ROUTE 55) 10 THIS AGREEMENT is made and entered into this IC -i; %t day of �-�� <:, n�[.a .- , 1997, by 11 and between the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public corporation of the 12 State of California (hereinafter called "AUTHORITY "); the CITY of COSTA MESA, a municipal 13 corporation; the CITY of NEWPORT BEACH, a municipal corporation (collectively hereinafter called 14 "CITIES "), and the SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY, a Joint 15 Powers Agency (hereinafter called "AGENCY"). 16 RECITALS: 17 WHEREAS, on January 20, 1997, the CITIES, AUTHORITY, and AGENCY entered into la Agreement No. C -97 -472, the Agreement Regarding Funding of Certain Improvements to the 19 Confluence of State Route 73 and Interstate 405; and zo WHEREAS, AGENCY (also referred to as "Agency" in Agreement No. C -97 -472), in 21 accordance with the provisions of Agreement No. C -97 -472 has set aside in a separate account the 22 " Confluence Funds" of Six Million, Six Hundred Fifty Seven Thousand Dollars ($6,657,000), which 23 represents the balance of AGENCY's total commitment of Thirteen Million, Two Hundred Thousand 24 Dollars ($13,200,000); and 25 26 Page 1 of 11 1 2 3 4 S 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 1] •AGREEMENT NO. C -7 -0458 WHEREAS, Connector B (Northbound SR 73 to Southbound SR 55) is one of the project elements included in the " Improvements" as described in Exhibit A of Agreement No. C -97 -472; and WHEREAS, CITIES, AUTHORITY and AGENCY are desirous of advancing the construction of Connector B as described in the Project Report dated October 1996 and approved by the California Department of Transportation ( CALTRANS) on November 13, 1996 (hereinafter called PROJECT'); and WHEREAS, the 405/73 Steering Committee, comprised of CITIES, AUTHORITY, AGENCY, CALTRANS and other Agencies, was formed to provided direction and oversight of the implementation of 405/73 improvements, which includes PROJECT; and WHEREAS, AUTHORITY will serve as the lead agency in obtaining funding and in the implementation of PROJECT; and WHEREAS, the parties desire to set forth the terms under which funds will be made available to fund the advanced construction of PROJECT; and NOW THEREFORE, it is mutually understood and agreed by AUTHORITY, CITIES, and AGENCY as follows: 1. Recitals. Each of the parties hereto represents and warrants, each to the other, that the above recitals are true and correct. 2. Award of Contract. The AUTHORITY shall execute a Cooperative Agreement with CALTRANS to advertise and award a construction contract for PROJECT. 3. PROJECT Costs. The total estimated cost for PROJECT, including right of way, construction, and construction management is approximately Seven Million, One Hundred Thirty Thousand Dollars ($7,130,000). Notwithstanding the foregoing, nothing in this Section alters in any way Section 8 of Agreement No. C -97 -472, which states that the Agency has no obligation, responsibility or liability to provide funding for the improvements or the Confluence (both described in Agreement No. C -97 -472), except as specifically set forth in Agreement No. C -97 -472. The Page 2 of 11 • •AGREEMENT NO. C -7 -0458 1 design cost is the subject of Agreement No. C -97 -472. In the event that the actual cost for 2 PROJECT exceeds the estimated cost, the CITIES, AUTHORITY and the AGENCY shall convene 3 and resolve to fund the balance required to complete construction of PROJECT. 4 4. Available funds. 5 A. The City of Costa Mesa was awarded approximately $2,614,600 for 6 PROJECT from the Combined Transportation Funding Programs (CTFP), which is administered by 7 AUTHORITY. In addition, a contingency and future allocation of approximately $565,400 has been 8 approved from the CTFP for CITY for PROJECT, with the total amount of $3,180,000 of CTFP funds 9 to be available during construction of PROJECT. AUTHORITY will notify CITY when a construction 10 contract has been awarded. Upon receipt of a written notice, CITY shall send a letter to 11 AUTHORITY authorizing internal transfer of CTFP funds. 12 B. The City of Newport Beach was awarded approximately $250,000 for 13 PROJECT from the Combined Transportation Funding Programs (CTFP), which is administered by 14 AUTHORITY. AUTHORITY will notify CITY when a construction contract has been awarded. Upon 15 receipt of a written notice, CITY shall send a letter to AUTHORITY authorizing internal transfer of 16 CTFP funds. 17 5. AGENCY Funding. AGENCY shall allocate approximately $2,500,000 from the 18 "Confluence Funds" account as its share of funding for PROJECT. The money shall be allocated 19 $1,000,000 in Fiscal Year 98/99 and $1,500,000 in Fiscal Year 99/2000. AGENCY shall pay 20 AUTHORITY upon receipt of a written request from AUTHORITY. If there are insufficient 21 Confluence Funds available for the payment, Agency shall have no obligation to make any payment in excess of the Confluence Funds. 22 23 6. City of Costa Mesa Funding. Subject to the availability of funds and appropriation 24 by the City Council, the City of Costa Mesa shall contribute $600,000 as its share of funding for 2s PROJECT. The money shall be allocated $240,000 in Fiscal Year 98/99 and $360,000 in Fiscal 26 Year 99/2000. Appraisal to establish compensation for acquisitions will be completed by Page 3 of 11 1 2 3 4 5 6 7 s 9 10 11 12 13 14 15 16 17 1s 19 20 21 22 23 24 25 26 • • AGREEMENT NO. C -7 -0458 AUTHORITY. CITY will deposit funds in the amount of appraised value within thirty (30) days of invoice by AUTHORITY. Offers will be contingent upon receipt of payment from CITY. If a construction contract is awarded in Fiscal Year 98/99, upon award of contract, AUTHORITY will invoice CITY for the remaining allocated amount for that fiscal year. AUTHORITY will invoice CITY for the Fiscal Year 99/2000 allocated amount on the first day of the same fiscal year. The award of construction contract is contingent upon funding allocations from CITY. 7. City of Newport Beach Funding. Subject to the availability of funds and appropriation by the City Council, the City of Newport Beach shall contribute $600,000 as its share of funding for PROJECT. The money shall be allocated $240,000 in Fiscal Year 98/99 and $360,000 in Fiscal Year 99/2000. CITY shall pay AUTHORITY upon receipt of a written request from AUTHORITY. The award of construction contract is contingent upon funding allocations from CITY. 8. Use of Funds Upon Completion of PROJECT. Once PROJECT is completed, any remaining funds will be reprogrammed by the 405/73 Steering Committee. 9. Administrative Costs. All parties agree that staff administrative costs will be absorbed by each respective party and will not be paid from the PROJECT funds. 10. Term. This Agreement remains in effect until completion of the construction and final acceptance of PROJECT by CALTRANS, or until December 31, 2002, whichever is earlier. This Agreement may be extended at the mutual consent of all parties. / Page 4 of 11 1 2 3 4 s 6 7i 8 9 10 11 12 13 14 1s 16 17 1s 19 20 21 22 23 24 25 26 i 11. Indemnification. •AGREEMENT NO. C -7 -0458 A. The CITIES, individually and collectively, shall indemnify, defend and hold harmless the AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expense for litigation or settlement), for any loss or damages for bodily injuries, including death, damage to or loss of use of property cause by the negligent acts, omissions or willful misconduct by CITIES, individual and collectively, their officers, directors, employees, or agents in connection with or arising out of the performance of this Agreement. B. AUTHORITY shall indemnify, defend and hold harmless the CITIES and AGENCY, their officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expense for litigation or settlement), for any loss or damages for bodily injuries, including death, damage to or loss of use of property caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees, or agents in connection with or arising out of the performance of this Agreement. 12. Audit. A. The AGENCY shall have the right, during normal business hours and upon the giving of 10 days' written notice to the other parties, to review all books and records of the other parties pertaining to costs and expenses incurred by the other parties in constructing the PROJECT or in the expenditure of any funds provided by the AGENCY pursuant to this Agreement. This provision shall not in any way obligate the AGENCY, or create a duty for AGENCY, to review such books or records. B. After receipt of reasonable notice and during the regular business hours of the other parties, the other parties shall provide AUTHORITY, or other agents of AUTHORITY, such access to the other parties' books, records, payroll documents and facilities as AUTHORITY deems necessary to examine, audit and inspect all accounting books, records, work data, documents and activities directly related hereto. The other parties shall maintain such books, records, data and Page 5 of 11 1 i 2 3 4 s i 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 • • AGREEMENT NO. C -7 -0458 documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of four (4) years from the date of termination of this Agreement hereunder. 13. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage paid and addressed as follows: If to CITIES: Mr. Kevin Murphy Mr. William Morris City Manager Director of Public Services City of Newport Beach City of Costa Mesa 3300 Newport Blvd. 77 Fair Drive (P.O. box 1200) Newport Beach, CA 92663 Costa Mesa, CA 92626 If to AGENCY: Transportation Corridor Agencies Attention: Chief Executive Officer 210 E. Sandpointe, Suite 200 P.O. Box 28870 Santa Ana, CA 92799 -8870 If to AUTHORITY: Orange County Transportation Authority Contracts and Materials Management 550 S. Main Street P.O. Box 14184 Orange, CA 92863 -1584 Attention: Senior Procurement Administrator Each party may change its address for delivery of notice by delivering written notice of such change of address to the other parties. Page 6 of 11 • • AGREEMENT NO. C -7 -0458 1 14. Successors and Assigns. This Agreement shall be binding upon and inure to the 2 benefit of the successors and assigns of the parties hereto. 3 15. Counterparts. This Agreement may be executed in counterparts, each of which 4 shall be deemed an original. 5 16. Amendments. Amendments to this Agreement shall be made only by written 6 instrument executed by each of the parties hereto. 7 17. Authorization. The parties represent and warrant that the execution and delivery of 8 this Agreement has been duly authorized and approved by all requisite action, no other 9 authorization and approval is necessary to enter into this Agreement, and the persons executing this 10 Agreement have the authority to bind their respective agencies. 11 18. Entire Agreement. This Agreement and Agreement No. C -97 -472 represent the 12 entire agreements and understandings among the parties hereto pertaining to the subject matter 13 contained herein and supersedes all prior and contemporaneous agreements, representations and 14 understandings. 15 / 16 / 17 18 19 20 21 22 23 24 25 26 Page 7 of 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 24 25 26 0 •AGREEMENT NO. C -7 -0458 IN WITNESS WHEREOF, the parties hereto have cause this Agreement No. C -7 -0458 to be executed on the date first above written. CITY OF CIRSTA MESA C� By: d A -1 William Morris Director of Public Services Date: /2, z Gj i APPROVED AS TO FORM: By: City Attorney Date: !I- IS-11 Page 8 of 11 1 2 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 CITY OF NEWPORT BEACH By: AA" Kevin Murpl City Manager Date: / APPROVED AS TO FORM: By: L& City /Attorney Date: Page 9 of 11 *AGREEMENT NO. C -7 -0458 • SAN JOAQUIN HILLS 1 TRANSPORTATION CORRIDOR AGENCY 2 By: William Woes e� Jr. 3 Chief Executive Officer 4 5 Date: 6 7 APPROVED AS TO FORM: NOSSAMAN,GUTHNER, 8 KNOX��//& ELLIOTT, LLP 1Co 9 By: L Al - /q, Attorneys for San J aqui6 n Hills 10 Transportation Corridor Agency 11 12 Date: 10-7-/1-1 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 10 of 11 0 AGREEMENT NO. C -7 -0458 Page 11 of 11 0 AGREEMENT NO. C -7 -0458 • ORANGE COUNTY TRANSPORTATION AUTHORITY 1 ly �✓ 2 By: Lis Its 3 Ch" f xecutive Officer 4 Date: 1 t 7 5 6 APPROVED AS TO FORM: 7 By. 2 8 Kennard R. Smart, Jr. Qj General Counsel 9 Date: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 11 of 11 0 AGREEMENT NO. C -7 -0458 • j r ;.__. APPROVED TO: Mayor and Members of the City Council FROM: Public Works Department November 10, 1997 CITY COUNCIL AGENDA ITEM NO. 7 C -31(477 SUBJECT: COOPERATIVE FUNDING AGREEMENT FOR CONNECTOR B RECOMMENDATION: Authorize the City Manager to execute Cooperative Agreement C -7 -0458 for Funding of Connector B of the Route 73/55 Improvements. DISCUSSION: In January, 1997, the City entered into a funding agreement with the San Joaquin Hills Transportation Corridor Agency (TCA), the Orange County Transportation Authority (OCTA), and the City of Costa Mesa to establish TCA's funding obligations related to the completion of the improvements along the SR 73 and its confluence with the 1 -405. The agreement addressed design and right -of -way costs for the project, but did not finalize the construction cost distribution among the agencies. The proposed agreement provides for Connector B, the northbound SR 73 connector to the southbound SR 55 (see Attachment A), construction to be advanced and designed as a separate project from the other SR 73 improvements. OCTA will be the lead agency in the implementation of this $7.13 million construction project. If approved, the TCA will allocate $2.5 million, the cities of Costa Mesa and Newport Beach will contribute $600,000 each and the remainder will be funded through the Measure M competitive program. The City of Newport Beach's portion is proposed to be budgeted using CIOSA and Circulation and Transportation funds. Construction is anticipated to start in FY 1999- 00; therefore the agreement provides for the City's funding allocations of $240,000 in FY1998 -99 and $360,000 in FY 1999 -00. Although Connector B is located in Costa Mesa, Newport Beach benefits from the construction of the proposed connector because the northbound SR 73 traffic currently exits onto North Bristol at Birch Street and then travels over two miles through the local street system in order to reach the southbound SR 55. This condition adds more traffic to the city streets which results in traffic delays and early street deterioration SUBJECT: COOPERAT UNDING AGREEMENT FOR CONNECTOR B • November 10, 1997 Page 2 Staff recommends that the City Council authorize the City Manager to execute the • cooperative agreement so that the project can proceed as a separate construction contract ahead of the other SR 73/1 -405 improvements. Respectfully submitted, (LD a PUBLIC WORKS DEPARTMENT Don Webb, Director By: Bill Patapoff City Engineer Attachment: Cooperative Agreement C -7 -0458 Attachment A - Location Map 0 f:\ groups\ pubworks ,98- counc \nov- 1 0\fundingl.doc • • 1 COOPERATIVE AGREEMENT C -7 -0458 2 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND CITY OF COSTA MESA 5 AND CITY OF NEWPORT BEACH 6 AND SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY 7 FOR 8 FUNDING OF CONNECTOR B (NORTHBOUND STATE ROUTE 73 9 TO SOUTHBOUND STATE ROUTE 55) to THIS AGREEMENT is made and entered into this day of , 1997, by 11 and between the ORANGE COUNTY TRANSPORTATION AUTHORITY, a public corporation of the 12 State of California (hereinafter called "AUTHORITY "); the CITY of COSTA MESA, a municipal 13 corporation; the CITY of NEWPORT BEACH, a municipal corporation (collectively hereinafter called la "CITIES "), and the SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY, a Joint is Powers Agency (hereinafter called "AGENCY "). 16 RECITALS: 17 WHEREAS, on January 20, 1997, the CITIES, AUTHORITY, and AGENCY entered into 18 Agreement No. C -97 -472, the Agreement Regarding Funding of Certain Improvements to the 19 Confluence of State Route 73 and Interstate 405; and WHEREAS, AGENCY (also referred to as "Agency" in Agreement No. C- 97472), in 20 zl accordance with the provisions of Agreement No. C -97 -472 has set aside in a separate account the 22 " Confluence Funds" of Six Million, Six Hundred Fifty Seven Thousand Dollars ($6,657,000), which 23 represents the balance of AGENCY's total commitment of Thirteen Million, Two Hundred Thousand is Dollars ($13,200,000); and 25 • 26 / Page 1 of 11 Page 2 of 11 • • AGREEMENT NO. C -7 -0458 WHEREAS; Connector B (Northbound SR 73 to Southbound SR 55) is one of the project, 1 elements included in the " Improvements" as described in Exhibit A of Agreement No. C -97 -472; 2 and 3 WHEREAS, CITIES, AUTHORITY and AGENCY are desirous of advancing the construction 4 of Connector B as described in the Project Report dated October 1996 and approved by the 5 California Department of Transportation (CALTRANS) on November 13, 1996 (hereinafter called 6 "PROJECT'); and 7 WHEREAS, the 405/73 Steering Committee, comprised of CITIES, AUTHORITY, AGENCY, 8 CALTRANS and other Agencies, was formed to provided direction and oversight of the 9 implementation of 405/73 improvements, which includes PROJECT; and to WHEREAS, AUTHORITY will serve as the lead agency in obtaining funding and in the 11 implementation of PROJECT; and 12 WHEREAS, the parties desire to set forth the terms under which funds will be made ]3 ,available to fund the advanced construction of PROJECT; and 14 NOW THEREFORE, it is mutually understood and agreed by AUTHORITY, CITIES, and 15 AGENCY as follows: 16 1. Recitals. Each of the parties hereto represents and warrants, each to the other, that 17 the above recitals are true and correct. 1s 2. Award of Contract. The AUTHORITY shall execute a Cooperative Agreement with 19 CALTRANS to advertise and award a construction contract for PROJECT. 20 3. PROJECT Costs. The total estimated cost for PROJECT, including right of way, 21 construction, and construction management is approximately Seven Million, One Hundred Thirty 22 Thousand Dollars ($7,130,000). Notwithstanding the foregoing, nothing in this Section alters in any 23 way Section 8 of Agreement No. C -97 -472, which states that the Agency has no obligation, 24 responsibility or liability to provide funding for the improvements or the Confluence (both described 2S 26 in Agreement No. C -97 -472), except as specifically set forth in Agreement No. C -97 -472. The Page 2 of 11 • • AGREEMENT NO. C -7 -0458 I i1 design cost is the subject of Agreement No. C -97 -472. In the event that the actual cost for z PROJECT exceeds the estimated cost, the CITIES, AUTHORITY and the AGENCY shall convene 3 and resolve to fund the balance required to complete construction of PROJECT. 4 4. Available funds. 5 A. The City of Costa Mesa was awarded approximately $2,614,600 for 6 PROJECT from the Combined Transportation Funding Programs (CTFP), which is administered by 7 AUTHORITY. In addition, a contingency and future allocation of approximately $565,400 has been 8 approved from the CTFP for CITY for PROJECT, with the total amount of $3,180,000 of CTFP funds 9 to be available during construction of PROJECT. AUTHORITY will notify CITY when a construction 10 contract has been awarded. Upon receipt of a written notice, CITY shall send a letter to 11 AUTHORITY authorizing internal transfer of CTFP funds. 12 B. The City of Newport Beach was awarded approximately $250,000 for 13 PROJECT from the Combined Transportation Funding Programs (CTFP), which is administered by 14 AUTHORITY. AUTHORITY will notify CITY when a construction contract has been awarded. Upon 15 receipt of a written notice, CITY shall send a letter to AUTHORITY authorizing internal transfer of CTFP funds. 16 17 5. AGENCY Funding. AGENCY shall allocate approximately $2,500,000 from the "Confluence Funds" account as its share of funding for PROJECT. The money shall be allocated 18 19 $1,000,000 in Fiscal Year 98/99 and $1,500,000 in Fiscal Year 99/2000. AGENCY shall pay AUTHORITY upon receipt of a written request from AUTHORITY. If there are insufficient 20 zl Confluence Funds available for the payment, Agency shall have no obligation to make any payment in excess of the Confluence Funds. 22 23 6. City of Costa Mesa Funding. Subject to the availability of funds and appropriation za by the City Council, the City of Costa Mesa shall contribute $600,000 as its share of funding for 25 PROJECT. The money shall be allocated $240,000 in Fiscal Year 98199 and $360,000 in Fiscal 26 Year 99/2000. Appraisal to establish compensation for acquisitions will be completed by DP:OG:CF;OG M: \CANiWCLE ICAL \WOP.DPROCWGREE\AG'1458.DOC Page 3 of 11 • • AGREEMENT NO. C -7 -0458 1 AUTHORITY. CITY will deposit funds in the amount of appraised value within thirty (30) days of 14 2 invoice by AUTHORITY. Offers will be contingent upon receipt of payment from CITY. If a 3 construction contract is awarded in Fiscal Year 98/99, upon award of contract, AUTHORITY will 4 invoice CITY for the remaining allocated amount for that fiscal year. AUTHORITY will invoice CITY 5 for the Fiscal Year 99/2000 allocated amount on the first day of the same fiscal year. The award of 6 construction contract is contingent upon funding allocations from CITY. 7 7. City of Newport Beach Funding. Subject to the availability of funds and 8 appropriation by the City Council, the City of Newport Beach shall contribute $600,000 as its share 9 of funding for PROJECT. The money shall be allocated $240,000 in Fiscal Year 98/99 and $360,000 10 in Fiscal Year 99/2000. CITY shall pay AUTHORITY upon receipt of a written request from 11 AUTHORITY. The award of construction contract is contingent upon funding allocations from CITY. 12 8. Use of Funds Upon Completion of PROJECT. Once PROJECT is completed, any 13 remaining funds will be reprogrammed by the 405/73 Steering Committee. 14 9. Administrative Costs. All parties agree that staff administrative costs will be is absorbed by each respective party and will not be paid from the PROJECT funds. 16 10. Term. This Agreement remains in effect until completion of the construction and final 17 acceptance of PROJECT by CALTRANS, or until December 31, 2002, whichever is earlier. This 18 Agreement may be extended at the mutual consent of all parties. 19 20 21 22 / 23 24 25 26 Page 4 of 11 i1 2 3 4 s 6 7 s 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 2s . 26 40 11. Indemnification. • AGREEMENT NO. C -7 -0458 A. The CITIES, individually and collectively, shall indemnify, defend and hold harmless the AUTHORITY, its officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expense for litigation or settlement), for any loss or damages for bodily injuries, including death, damage to or loss of use of property cause by the negligent acts, omissions or willful misconduct by CITIES, individual and collectively, their officers, directors, employees, or agents in connection with or arising out of the performance of this Agreement. B. AUTHORITY shall indemnify, defend and hold harmless the CITIES and AGENCY, their officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expense for litigation or settlement), for any loss or damages for bodily injuries, including death, damage to or loss of use of property caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees, or agents in connection with or arising out of the performance of this Agreement. 12. Audit. A. The AGENCY shall have the right, during normal business hours and upon the giving of 10 days' written notice to the other parties, to review all books and records of the other parties pertaining to costs and expenses incurred by the other parties in constructing the PROJECT or in the expenditure of any funds provided by the AGENCY pursuant to this Agreement. This provision shall not in any way obligate the AGENCY, or create a duty for AGENCY, to review such books or records. B. After receipt of reasonable notice and during the regular business hours of the other parties, the other parties shall provide AUTHORITY, or other agents of AUTHORITY, such access to the other parties' books, records, payroll documents and facilities as AUTHORITY deems necessary to examine, audit and inspect all accounting books, records, work data, documents and activities directly related hereto. The other parties shall maintain such books, records, data and Page 5 of 11 Page 6 of 11 • • AGREEMENT NO. C -7 -0458 1 documents in accordance with generally accepted accounting principles and shall clearly identify' 2 and make such items readily accessible to such parties during the term of this Agreement and for a 3 period of four (4) years from the date of termination of this Agreement hereunder. 4 13. Notices. All notices hereunder and communications regarding the interpretation of 5 the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in 6 person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage paid and addressed as follows: 7 8 If to CITIES: Mr. Kevin Murphy Mr. William Morris 9 City Manager Director of Public Services City of Newport Beach City of Costa Mesa 10 3300 Newport Blvd. 77 Fair Drive (P.O. box 1200) 11 Newport Beach, CA 92663 Costa Mesa, CA 92626 12 If to AGENCY: Transportation Corridor Agencies 13 Attention: Chief Executive Officer 1 14 210 E. Sandpointe, Suite 200 IS P.O. Box 28870 16 Santa Ana, CA 92799 -8870 17 If to AUTHORITY: Orange County Transportation Authority 18 Contracts and Materials Management 19 550 S. Main Street 20 P.O. Box 14184 21 Orange, CA 92863 -1584 zz Attention: Senior Procurement Administrator 23 Each party may change its address for delivery of notice by delivering written notice of such change 24 of address to the other parties. 25 26 Page 6 of 11 01 2 3 4 s 6' 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 26 • • AGREEMENT NO. C -7 -0458 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 16. Amendments. Amendments to this Agreement shall be made only by written instrument executed by each of the parties hereto. 17. Authorization. The parties represent and warrant that the execution and delivery of this Agreement has been duly authorized and approved by all requisite action, no other authorization and approval is necessary to enter into this Agreement, and the persons executing this Agreement have the authority to bind their respective agencies. 18. Entire Agreement. This Agreement and Agreement No. C -97 -472 represent the entire agreements and understandings among the parties hereto pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and understandings. / Page 7 of 11 1 2 3 I 4'I 5 I 6 7 s 9! 10 I 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 CITY OF NEWPORT BEACH By: Kevin Murphy City Manager Date: APPROVED AS TO FORM: By: City Attorney Date: Page 9 of 11 • AGREEMENT NO. C -7 -0458 • CITY OF NEWPORT BEACH By: Kevin Murphy City Manager Date: APPROVED AS TO FORM: By: City Attorney Date: Page 9 of 11 * AGREEMENT NO. C -7 -0458 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 0 CITY OF NEWPORT BEACH By: Kevin Murphy City Manager Date: APPROVED AS TO FORM: By: City Attorney Date: Page 9 of 11 • AGREEMENT NO. C -7 -0458 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 26 • CITY OF NEWPORT BEACH By: Kevin Murphy City Manager Date: APPROVED AS TO FORM: Bv: City Attorney Date: Page 9 of 11 0 AGREEMENT NO. C -7 -0458 r ATTACH ME A IA; r 4' 1 /P\\ \ \ _ II y III I �II III {I II III i II I II II n _ J1_ II Il II II II Ii II II II iHdii'y� f4wil II II II I II rogleH II - - -_— _— __-- _ _ ----- ___��— _- - - - -� l l I I N _`aMaeu II clues 0 z w w -j M cz v L Q C C) O Q cu U i6 C _r E{