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HomeMy WebLinkAboutC-3414 - Cooperative Agreement (Construction of Improvements to the South Side of Hospital Road West of Newport Boulevard)COOPERATIVE AGREEMENT This Cooperative Agreement ( "Agreement"), made and entered into on this 20 day of April, 2001 by and between the City of Newport Beach, a municipal corporation ( "CITY "), and HOAG Memorial Hospital Presbyterian, a California non- profit corporation ( "HOAG "), is made with reference to the following: RECITALS WHEREAS, HOAG is constructing a parking structure and other improvements on property in the northeast quadrant of HOAG'S Upper Campus (parking structure); WHEREAS, HOAG is obligated, pursuant to a previous commitment, to expend $200,000 to construct improvements benefiting the public; WHEREAS, HOAG has expressed an interest in constructing a right turn lane ( "IMPROVEMENT") on, and dedicating a corresponding easement (EASEMENT) over; HOAG property that is adjacent to the southerly side of Hospital Road west of Newport Boulevard. The IMPROVEMENT is fully described in the documents referenced in Exhibit A; WHEREAS, construction of the IMPROVEMENT at the same time as the parking structure will provide HOAG and the City with improved circulation and will minimize the traffic impacts of each project; WHEREAS, the IMPROVEMENT is consistent with the Circulation Element of the General Plan of the CITY; WHEREAS, the cost of the IMPROVEMENT, the cost of relocating the parking facility and the value of the EASEMENT exceed HOAG'S prior obligation to construct facilities benefiting the public; WHEREAS, CITY is willing, and is authorized to do so pursuant to ordinance, to give HOAG credit for a portion of the cost of the IMPROVEMENT against any traffic related fees or mitigation that HOAG is required to pay or make in conjunction with future development; WHEREAS, the IMPROVEMENT will satisfy HOAG'S existing obligations only if it is designed and constructed in strict compliance with CITY standards and requirements; and WHEREAS, CITY is willing to fully cooperate with HOAG to ensure that HOAG constructs the IMPROVEMENT in strict compliance with CITY design and construction standards. NOW THEREFORE, in consideration of the foregoing, CITY and HOAG mutually agree and understand that: 1. CITY OBLIGATIONS A. CITY will make available to HOAG all plans and other documents in its possession that may relate to, or assist HOAG in the construction of, the IMPROVEMENT. B. CITY shall make available to HOAG any employee or consultant that HOAG may request who is capable of assisting HOAG in the design, construction or inspection of the Improvement. C. CITY shall assist HOAG in obtaining all necessary approvals and /or permits for IMPROVEMENT. D. CITY shall, upon completion of the IMPROVEMENT, accept ownership of the IMPROVEMENT and the grant of an EASEMENT for street and access purposes that corresponds to the IMPROVEMENT. E. CITY will maintain the IMPROVEMENT within the EASEMENT once the IMPROVEMENT is completed and accepted. HOAG shall not be responsible for any cost(s) associated with maintaining IMPROVEMENT or the EASEMENT. 2. HOAG OBLIGATIONS A. HOAG will grant CITY the IMPROVEMENT and an EASEMENT that corresponds to the IMPROVEMENT upon completion of construction. B. HOAG will construct the IMPROVEMENT in strict compliance with applicable CITY standards and conditions. C. HOAG has relocated, or will relocate, HOAG'S parking structure and /or related facilities to the extent necessary to accommodate the IMPROVEMENT and the EASEMENT. 2 k r 3. D. HOAG shall maintain landscaping on HOAG property adjacent to the EASEMENT. A. HOAG shall be responsible for all costs and expenses related to the construction of the IMPROVEMENT. The IMPROVEMENT is estimated to cost approximately $286,000.00. B. HOAG shall be given credit for the costs and expenses of constructing the IMPROVEMENT, for relocating existing or proposed facilities and for granting the EASEMENT in accordance with the following: (i) HOAG shall be deemed to have fully satisfied its existing obligation to spend $200,000 on improvements that benefit the public. (ii) HOAG shall be entitled to a credit against any future traffic fees pursuant to the Fair Share Traffic Contribution Ordinance or any fee or improvement requirement pursuant to the Traffic Phasing Ordinance in an amount equal to the actual cost of the IMPROVEMENT, less $50,000. 4. INSURANCE AND BONDS HOAG shall obtain necessary permits from CITY's Public Works Department and provide insurance for any work in or around CITY streets in accordance with standard CITY requirements. 5. NOTICE A. Notice to CITY All correspondence shall be sent through United States mail, postage paid, to the following address and attention: CITY of Newport Beach Attention: City Manager 3300 Newport Boulevard 3 PO Box 1768 Newport Beach, CA 92658 -8915 B. Notice to HOAG All correspondence shall be sent through United States mail, postage paid, to the following address and attention: HOAG Memorial Hospital Presbyterian Attention: Vice President, Facilities Design and Construction One Hospital Drive PO Box 6100 Newport Beach, CA 92658 -6100 6. RESOLUTION OF CLAIMS/DISPUTES Before taking any legal action that either CITY or HOAG may deem necessary with regard to any dispute arising out of this AGREEMENT, CITY and HOAG agree to meet to discuss resolution of any dispute. If any legal action is necessary to enforce any provision of this AGREEMENT or to recover damages proximately caused by a breach of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 7. HOLD HARMLESS A. CITY Indemnity CITY shall indemnify and hold harmless, HOAG and its boards, officers, agents, and employees from and against any and all loss, damages, liability, claims, litigation or expenses, regardless of the merit or outcome, in any way related to CITY'S errors, negligent acts, omissions, or work pursuant to this AGREEMENT. B. HOAG Indemnity HOAG shall indemnify and hold harmless, CITY and its officers, employees and agents from and against any and all loss, damages, liability, claims, litigation or expenses, regardless of the merit or outcome, in any way related to HOAG'S errors, negligent acts, omissions, or work pursuant to this AGREEMENT. 4 IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the 24th day of April 2001. APPROVE® AS TO FORM: Robert Burnham CITY Attorney ATTEST: LaVonne Harkless CITY Clerk CITY of Newport Beach, a municipal corporation Garold B. Adams, Mayor HOAG Memorial Hospital Presbyterian a California non-profit corporation Peter M. Foulke, Executive Vice President HOAG S EXHIBIT °A" DEFINITION OF IMPROVEMENT i Hospital Road at Newport Blvd, Right Turn Lane Plan List Title W.G. Zimmerman Engineering, Inc. (prepared by ENGINEER) Cover Sheet Typical Sections Details Plan and Profile Signal and Lighting Striping Plan Cross Sections Traffic Control and Construction Area Signing The Keith Companies TKC Improvement Plan Improvement Plan Improvement Plan Precise Grading Plan Precise Grading Plan Precise Grading Plan Horizontal Control Plan Taylor and Associates Phasing Plan, Phase 3 Site Demolition Plan Site Plan Site Details Retaining Wall Elevations " Building Sections. " Wall Sections Exterior Details Rabben / Herman (Taylor and Associates) Irrigation Plan Irrigation Details and Notes Sheet 1 of 15 2of15 3of15 4of15 5 &6of15 7of15 8 thru 12 of 15 13 thru 15 of 15 1 of 5 3of5 4 of 5 1 of 7 2of7 5of7 6 of 7 A -0.3 A -1 A -1.1 A -1.2 A -5.1A A-5.4, A-5.5 A-5.6, A-5.7 A -9.0, A-9.1 L -2.1 L -2.2 tJ Planting Plan Planting Details and Notes Taylor- Gaines) Retaining Wall Plans Retaining Wall Schedule and Details 0 L -3.1 L -3.2 S -8 S-8.1 w enda Item No. 14� ,CITY OF NEWPOWIRT BEACH C3�� Office of the City Attorney TO: Mayor & Members of the City Council FROM: Robert Burnham RE: Cooperative Agreement APR 2 4 Hoag Hospital i DATE: April 24, 2001 APPROVED In 1999, the City Council authorized the issuance of revenue bonds pursuant a request submitted by Hoag Hospital. In consideration of the City's agreement to issue the bonds, Hoag agreed to spend $200,000 on improvements benefiting the public. Hoag is in the process of constructing a parking structure in the northeast quadrant of the Upper Campus and has expressed an interest in making a related roadway improvement to satisfy its revenue bond obligations. The improvement consists of the widening of the south side of Hospital Road west of Newport Boulevard. Hoag would also grant the City an easement that corresponds to the improvement when constructed. The estimated cost of the improvement is $286,000.00 and the widening is consistent with the Circulation Element. This office has prepared a proposed Cooperative Agreement that confirms that Hoag's revenue bond obligations are fully satisfied by the grant of easement, the costs of relocating Hoag facilities and a portion of the cost of constructing the improvement. The Cooperative Agreement also gives Hoag credit against future Fair Share Fees or TPO fees for a portion of the cost of the improvement. The City's obligations are limited to providing Hoag with documents related to the improvement, providing any requested construction inspection services and acceptance of the easementlmprovement once construction is complete. RECOMMENDATION Staff recommends the City Council authorize the Mayor and City Clerk to execute the Cooperative Agreement. 0 COOPERATIVE AGREEMENT This Cooperative Agreement ( "Agreement "), made and entered into on this 20 day of April, 2001 by and between the City of Newport Beach, a municipal corporation ( "CITY"), and HOAG Memorial Hospital Presbyterian, a California non- profit corporation ( "HOAG"), is made with reference to the following: RECITALS WHEREAS, HOAG is constructing a parking structure and other improvements on property in the northeast quadrant of HOAG'S Upper Campus (parking structure); WHEREAS, HOAG is obligated, pursuant to a previous commitment, to expend $200,000 to construct improvements benefiting the public; WHEREAS, HOAG has expressed an interest in constructing a right turn lane ( "IMPROVEMENT") on, and dedicating a corresponding easement (EASEMENT) over, HOAG property that is adjacent to the southerly side of Hospital Road west of Newport Boulevard. The IMPROVEMENT is fully described in the documents referenced in Exhibit A; WHEREAS, construction of the IMPROVEMENT at the same time as the parking structure will provide HOAG and the City with improved circulation and will minimize the traffic impacts of each project; WHEREAS, the IMPROVEMENT is consistent with the Circulation Element of the General Plan of the CITY; WHEREAS, the cost of the IMPROVEMENT, the cost of relocating the parking facility and the value of the EASEMENT exceed HOAG'S prior obligation to construct facilities benefiting the public; WHEREAS, CITY is willing, and is authorized to do so pursuant to ordinance, to give HOAG credit for a portion of the cost of the IMPROVEMENT against any traffic related fees or mitigation that HOAG is required to pay or make in conjunction with future development; WHEREAS, the IMPROVEMENT will satisfy HOAG'S existing obligations only if it is designed and constructed in strict compliance with CITY standards and requirements; and 0 WHEREAS, CITY is willing to fully cooperate with HOAG to ensure that HOAG constructs the IMPROVEMENT in strict compliance with CITY design and construction standards. NOW THEREFORE, in consideration of the foregoing, CITY and HOAG mutually agree and understand that: CITY OBLIGATIONS A. CITY will make available to HOAG all plans and other documents in its possession that may relate to, or assist HOAG in the construction of, the IMPROVEMENT. B. CITY shall make available to HOAG any employee or consultant that HOAG may request who is capable of assisting HOAG in the design, construction or inspection of the Improvement. C. CITY shall assist HOAG in obtaining all necessary approvals and /or permits for IMPROVEMENT. D. CITY shall, upon completion of the IMPROVEMENT, accept ownership of the IMPROVEMENT and the grant of an EASEMENT for street and access purposes that corresponds to the IMPROVEMENT. E. CITY will maintain the IMPROVEMENT within the EASEMENT once the IMPROVEMENT is completed and accepted. HOAG shall not be responsible for any cost(s) associated with maintaining IMPROVEMENT or the EASEMENT. 2. HOAG OBLIGATIONS A. HOAG will grant CITY the IMPROVEMENT and an EASEMENT that corresponds to the IMPROVEMENT upon completion of construction. B. HOAG will construct the IMPROVEMENT in strict compliance with applicable CITY standards and conditions. C. HOAG has relocated, or will relocate, HOAG'S parking structure and/or related facilities to the extent necessary to accommodate the IMPROVEMENT and the EASEMENT. 3. 4. D. HOAG shall maintain landscaping on HOAG property adjacent to the EASEMENT. A. HOAG shall be responsible for all costs and expenses related to the construction of the IMPROVEMENT. The IMPROVEMENT is estimated to cost approximately $286,000.00. B. HOAG shall be given credit for the costs and expenses of constructing the IMPROVEMENT, for relocating existing or proposed facilities and for granting the EASEMENT in accordance with the following: (i) HOAG shall be deemed to have fully satisfied its existing obligation to spend $200,000 on improvements that benefit the public. (ii) HOAG shall be entitled to a credit against any future traffic fees pursuant to the Fair Share Traffic Contribution Ordinance or any fee or improvement requirement pursuant to the Traffic Phasing Ordinance in an amount equal to the actual cost of the IMPROVEMENT, less $50,000. INSURANCE AND BONDS HOAG shall obtain necessary permits from CITY's Public Works Department and provide insurance for any work in or around CITY streets in accordance with standard CITY requirements. 5. NOTICE A. Notice to CITY All correspondence shall be sent through United States mail, postage paid, to the following address and attention: CITY of Newport Beach Attention: City Manager 3300 Newport Boulevard i • PO Box 1768 Newport Beach, CA 92658 -8915 B. Notice to HOAG All correspondence shall be sent through United States mail, postage paid, to the following address and attention: HOAG Memorial Hospital Presbyterian Attention: Vice President, Facilities Design and Construction One Hospital Drive PO Box 6100 Newport Beach, CA 92658 -6100 6. RESOLUTION OF CLAIMSIDISPUTES Before taking any legal action that either CITY or HOAG may deem necessary with regard to any dispute arising out of this AGREEMENT,. CITY and HOAG agree to meet to discuss resolution of any dispute. If any legal action is necessary to enforce any provision of this AGREEMENT or to recover damages proximately caused by a breach of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 7. HOLD HARMLESS A. CITY Indemnity CITY shall indemnify and hold harmless, HOAG and its boards, officers, agents, and employees from and against any and all loss, damages, liability, claims, litigation or expenses, regardless of the merit or outcome, in any way related to CITY'S errors, negligent acts, omissions, or work pursuant to this AGREEMENT. B. HOAG Indemnity HOAG shall indemnify and hold harmless, CITY and its officers, employees and agents from and against any and all loss, damages, liability, claims, litigation or expenses, regardless of the merit or outcome, in any way related to HOAG'S errors, negligent acts, omissions, or work pursuant to this AGREEMENT. 4 0 IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the 24'' day of April 2001. APPROVED AS TO FORM: Robert Burnham CITY Attorney ATTEST: LaVonne Harkless CITY Clerk CITY of Newport Beach, a municipal corporation Garold B. Adams, Mayor HOAG Memorial Hospital Presbyterian a California non - profit corporation Peter M. Foulke, Executive Vice President HOAG F1 EXHIBIT "A° DEFINITION OF IMPROVEMENT Hospital Road at Newport Blvd, Right Turn Lane Plan List Title W.G. Zimmerman Engineering, Inc. (prepared by ENGINEER) Cover Sheet Typical Sections Details Plan and Profile Signal and Lighting Striping Plan Cross Sections Traffic Control and Construction Area Signing The Keith Companies TKC Improvement Plan Improvement Plan Improvement Plan Precise Grading Plan Precise Grading Plan Precise Grading Plan Horizontal Control Plan Taylor and Associates Phasing Plan, Phase 3 Site Demolition Plan Site Plan Site Details Retaining Wall Elevations Building Sections Wall Sections Exterior Details Rabben / Herman (Taylor and Associates) Irrigation Plan Irrigation Details and Notes Sheet 1 of 15 2of15 3of15 4of15 5 &6of15 7of15 8 thru 12 of 15 13 thru 15 of 15 1 of 5 3of5 4 of 5 1 of 7 2of7 5of7 6of7 A -0.3 A -1 A -1.1 A -1.2 A -5.1A A-5.4, A-5.5 A -5.6, A-5.7 A -9.0, A -9.1 L -2.1 L -2.2 [1 C Planting Plan L -3.1 Planting Details and Notes L -3.2 * Taylor- Gaines) * Retaining Wall Plans S-8 * Retaining Wall Schedule and Details S-8.1 7