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HomeMy WebLinkAbout10 OCTA AG COMM. RAIL 03-19-01'AGENDA R RT No. 10 03-19-01 II I I I I II I I II I I I I MEETING DATE' MARCH 19, 2001 TO' WILLIAM A. HUSTON, CITY MANAGER FROM' PUBLIC WORKS DEPARTMENT/ENGINEERING DIVISION SUBJECT' APPROVAL OF AMENDMENT TO OCTA AGREEMENT FOR TUSTIN COMMUTER RAIL STATION I I I I SUMMARY Approval of this amendment with Orange County Transportation Authority (OCTA) will provide for additional Measure 'M' Rail funds in the amount of $600,000.00 for the Tustin Commuter Rail Station, and define lease terms of the project. RECOMMENDATION It is recommended that the City Council approve Amendment No. 1 to Cooperative Agreement No. C-95-152 between OCTA and the City of TUstin. FISCAL IMPACT The City will receive an additional $600,000.00 for construction of the Tustin Commuter Rail Station. The City will provide annual lease payments in the amount of $1.00 to OCTA for the station platforms within the OCTA right-of-way. BACKGROUND In November 1995, OCTA and the City of Tustin entered into a cooperative agreement to establish the roles and funding responsibilities for the property acquisition, design, construction, maintenance and security for a commuter rail station located in Tustin. As part of the agreement, OCTA agreed to fund $1,900,000.00 for implementation of the station. A copy of the original agreement is attached for your information. DISCUSSION Construction of the Tustin Commuter Rail Station began in September 2000 and is scheduled to be completed sometime in June 2001, weather permitting. However, prior to beginning construction it was determined that there was a shortfall in the funding estimates for completion of the station construction. The shortfall was due primarily to escalated construction costs and costs from the Southern California Regional Rail Authority to provide construction activities within their right-of-way. The City applied to OCTA for additional funds to cover the shortfall and received an. additional allocation in the amount of $600.000.00 from Measure 'M' Rail funds. The original cooperative agreement is required to be amended to receive the additional funds. This will increase OCTA's Measure 'M' funding obligation from $1,900,000.00 to $2,500,000.00 for the Tustin station. Approval of Amendment to OCTA Agreement for Tustin Commuter Rail Station March 19, 2001 Page 2 The platform lease section of the original agreement is also being amended to define the lease amount ($1.00 per year) for the purpose of construction and maintenance of the platforms and the pedestrian undercrossing located within the OCTA right-of-way. The original agreement deferred specifics of the lease agreement to be determined during construction of the station. Tim D. Serlet Director of Public Works/City Engineer Dougl~ R. Anderson Senior Project Manager-Transportation TDS:DRA:ccg:OCTA Amend Agmt.doc Attachments' Amendment to Agreement Original Cooperative Agreement AMENDMENT NO. 1 TO COOPE~TIVE AGREEMENT NO. C-95-152 BETVVEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF TUSTIN THIS AMENDMENT NO. 1 is made and entered into this day of 2001 by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY") and the City of Tustin (hereinafter referred to as "CITY"). l0 WHEREAS, AUTHORITY and CITY entered into a Cooperative Agreement dated November 16, 1995, to establish the roles and funding responsibilities for the property acquisition for 12 design, construction, maintenance and security for a commuter/intercity rail station located in the ]3 15 City of Tustin; and ¢4~ WHEREAS, CITY requiresj/~UTHORITY has agreed to provide additional funds in the amount of $600,000 for construction of the Tustin Commuter Rail Station; and 16 WHEREAS, AUTHORITY and CITY desire to amend the AGREEMENT for the purpose of defining lease terms with respect to the North and South platforms of the project; NOW, THEREFORE, it is mutually understood and agreed that the Agreement between the 19 AUTHORTY and CITY is hereby amended in the following particulars only: 2O , Amend Article 5.01 Commuter rail station funding, line 17, to delete "one million nine 2! hundred thousand ($1,900,000) dollars" as the not to exceed amount the AUTHORITY shall fund for 22 the commuter rail station and in lieu thereof insert "Two Million, Five Hundred Thousand Dollars 23 ($2,500,000)." 24 o Amend Article 5.03 Platform lease, to delete the Article in its entirety and in lieu 25 thereof insert the following' 26 / DP:;F \\OCTANT1, 3LERICAL\WO RDPROC~G REE~M E N D~,M 15152.DOC Page 1 of 3 ]0 ]3 ]4 2O 2! 23 24 DP:CF \\OCTANT AMENDMENT NO. 1 TO AGREEMENT NO. C-95-152 "5.03 Platform lease. AUTHORITY shall lease the area of the railroad right-of-way to CITY for One Dollar ($1.00) per year for the purpose of construction and maintenance of Standard Platforms and pedestrian undercrossing. CITY shall not have the right to sublease or grant privileges or concessions within AUTHORITY's right of way, unless, AUTHORITY otherwise agrees in writing. This AMENDMENT to the AGREEMENT constitutes the lease Agreement between AUTHORITY and CITY. CAM M DATA\CAM M",CLE RICAL\WO RDPROC~,G REE~AM E N DV~M 15152 .DOC Page 2 of 3 l0 14 15 1'/ 18 20 23 24 ',.OCTANT1 AMENDMENT NO. 1 TO AGREEMENT NO. C-95-152 The balance of said Agreement remains unchanged This Amendment No. 1 shall be made effective upon execution by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Agreement No. C-95-152 to be executed on the date first above written. Dated' "CITY" CITY OF TUSTIN, a municipal corporation By: Tracy Wiils-Worley Mayor APPR(~V//~D_~,S TO FORM: I-0~ff'rey, City ~ttorney Dated' "AUTHORITY" ORANGE COUNTY TRANSPORTATION AUTHORITY By: Arthur T. Leahy Chief Executive Officer APPROVED AS TO FORM: By: Kennard R. Smart, Jr. General Counsel CAM M DATA\CA M M\CLERICAL\WO RDPRO C~G RE E~AM E N D~M 15152.DOC Page 3 of 3 24 26 AMENDMENT NO. t TO COOPERATIVE AGREEMENT NO. C-95-152 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF TUSTIN ,THIS AMENDMENT NO. 1 is made and entered into this day of 2000 by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY") and the City of Tustin (hereinafter referred to as "CITY"). WHEREAS, AUTHORITY and CITY entered into a Cooperative Agreement dated November 16, ! .~95, to establish the roles and funding responsibilities for the property acquisition for desig~, cor~struction, m:.-:intenance and security for a commuter/interoity rail s,.¢,,on located in the City o'i Tustin: snd WHEREAS, ("j!TY requires AUTHORITY has agreed to provide additional fur~ds i~-; the amount of $600.000 for construction of the Tustin Commuter Rail Station' and WHEREAS, AUTHORITY and CITY desire to amend the AGREEMENT for the pL~rpose of defining lease terms with respect to the North and South platforms of the project; NOW, THEREFORE. it is mutually understood and agreed that the Agreement between the AUTI-~,ORTY and CITY is hereby amended in the following particulars only: Amend Articie 5.01 Commuter rail station fundina, line 17, to delete "one miliion nine hundred thousand ($1,900,000) dollars" as the not to exceed amount the AUTHORITY shall fund for the commuter rail station and in lieu thereof insert "Two Million, Five Hundred Thousand Dollars (S'~ 500 000;" -'" ~ ~ ,~ · . Amend Article 5.03 Platform lease, to delete the Article in its entirety and in lieu thereof insert the followine' L ,.: :;.',:,: CIiE"'~',,'::;,L.'.'.'OF:DPROC'~-G.qEE't',MEHD\AM;515:'..DOC ;. Page 1 of 3 i; 16 17 !$ 19 2O 21 AMENDMENT NO. 1 TO AGR~EMF:N¥ N©. C-95-152 "~ 03 Platform leas~ AUTHORITY shall lease the area of th~ railroad richt-of-wav to CITY for One Dollar ($1.00) per year for the purpose of construction and ma'ntenance of Standard Platforms and pedestrian undercrossing. CITY shall not have the right to sublease or grant privileges or concessions within AUTHORITY's right of way, unless, /-.,UTHORITY otherwise agrees in writing. This AMENDMENT to the AGREEMENT constitutes the lease Agreement between AUTHORITY and CITY. The balance of said Agreement remains unchanged ,! / ,"~:jF_=v:,-t,L W.'t,.RCPROC't-.GREE.,',ME..'~D',:,M 15152 DOC 'I .i .. Page 2 of 3 2 3 4 5 6 ~ 8' 1 IO ]! :.3 17 2o AMENDMENT NO. 1 TO AGREEMENT NO. C-95-152 This Amendment No. 1 shall be made effective upon execution by both parties. IN WIT.NESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Agreement No. C-95-152 to be executed on the date first above written. Dated' APPROVED AS TO FORM' "CITY" CITY OF TUSTIN, a municipal corporation By: Christine Shingleton Director of Community Development By' Lois Jeffrey, O~.','..,' ~t,/('orney~ Dated' · APPROVED AS TO FORM' "AUTHORITY" ORANGE COUNTY TRANSPORTATION AUTHORITY Bv' Lisa C. Mills Chief Executive Officer Kenn, rd q ~, R. ,_,mart, Jr. General Counsel 25 26 EP1C;-L ',.',.'ORC,.~ ROC ;-.GP.E::..At,lEND ;,r,;: .515,,..DOC !i Page 3 of '~ ~2 "4 .':2 .;5 COOPERATIVE AGREEMENT NO. C-95-152 BETWEEN THE ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF TUSTIN THIS AGREEMENT (hereinafter the "AGREEMENT')is made and entered into this 16TH day of NOVEHBER , 1995 by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California, 92613-1584 a public corporation of the State of California (hereinafter referred to as "AUTHOR1T'¢') and the City of Tustin, 300 Centennial Way, P.O. Box 3539, Tustin, CA 92681-3539 a municipal corporation of the State of California (hereinafter referred to as "CITY"). RECITALS WHEREAS, the AUTHORITY currently provides commuter rail service between Oceanside and Los Angeles by agreement With the Southern California Regional Rail Authority (SCRRA); '¢v':-~Ei-(,_A,-~, additional commuter rail service is currently planned between F','verside and Orar',ge County in late 1995 which will serve the Tustin area' WHEREAS, the CITY and AUTHORITY jointly desire to provide commuter rail access to Tustin residents and employers through the development of a commuter rail · station in the city of Tustin; WHEREAS, the CITY has selected a station site which is located at the northwest corner of the intersection of Jamboree Road and Edinger Avenue in the City of Tustin; WHEREAS, the AUTHORITY has set aside one million nine hundred thousand dollars ($1,900,000) for development of the Tustin commuter rail station; WHEREAS, the CITY has set aside funds and received state grants for the acquisition and development of the Tustin commuter rail station; WHEREAS, available state and local sources of funds currently available are not sufficient to construct the Tustin 'commuter rail station at this time; Page 1 I0 11 12 i3 16 17 18 IQ 2O 22 23 24 25 27 28 .. WHEREAS, the CITY v/ill serve as the lead agency for securing additional funding such as state, federal or local sources for completion of the station; WHEREAS, a limited window-of-opportunity exists to acquire the prope~y for the Tustin commuter rail station; , WHEREAS, the AUTHORITY and the CITY desire to use available funds to begin development of the commuter rail station, including acquisi{ion of properly and other related costs; WHEREAS, Once adequate funding has been identified and secured for station construction, the CITY will enter into a construction cooperative agreement with the AUTHORITY; WHEREAS, this AGREEMENT defines the roles and funding responsibilities of the AUTHORITY and the CITY for the Tustin commuter rail station including settlement processes if the station is not constructed in a timely manner; NOW,.THEREFORE, 't is mutually' understood and agreed by'AUTHORIT'Y and the CITY as follows: 1. DEFINITIONS 1.01 Definitions. As used in this AGREEMEN'F, the following terms, phrases, words and their derivations, shall have meanings set forth herein. Words used in the present tense shall include the future tense. VVords used in the singular shall include the plural, and the plural words shall include the singular. Words not specifically defined shall be given their common and ordinary meaning. a. "Operating property" shall refer to the "Orange Subdivision", real property owned by the AUTHORITY that is used for railroad operations, including but not limited to.. rails: ties, bridges and ballast. b. "Non-operating property" shall refer to CITY-owned property and facilities (excluding operating property and ticket vending 'machines), which includes support facilities for the commuter rail station adjacent to the operating property such as parking, and landscaping areas. Page 2 i0 11 12 13 i9 20 21 22 23 2.4 2,5 2,6 2_8 29 c. "Standard platform" shall refer to that certa,,~ type of rail passenger platform, the size, dimensions, and materials of which are required by SCRRA and set forth in specifications on file with SCRRA. d. "Commuter rail station" shall refer to the commuter rail passenger terminal, including non-operating property, standard platform, and platform facilities, associated therewith, but not including other operating property nor the ticket vending machines. e. "OCTA/SCRRA" is"used to refer the AUTHORITY's relationship with the Southern California Regional Rail Authority (SCRRA), a joint powers authority of which the AUTHORITY is a member, in reference to the provision of certain elements contained in this AGREEMENT. !i. PURPOSE OF COOPE~TIVE AGREEMENT · 2.01 Property acouisition, desian, maintenance, and security for a Commuter Rail Station. T,~e purpose of this AGREEMENT shall be to set forth provisions for the propeAy acquisition, design, maintenance, and security for a commuter rail station to be located ,an property in the vicinity of the northwest corner of the intersection of Edin~er Avenue and Jamboree Road in the City of Tustin. ill. TERM OF AGREEMENT 3.01 Term. The term of this AGREEMENT shall commence on execution of this AGREEMENT by the parties, and shall continue until dissolved by mutual written consent of the AUTHORITY and the CITY. o VI. RESPONSIBILITIES OF THE CITY 4.01 Planninc~. zonina, and permits. The CITY shall obtain and comply with any and all approvals, permits, licenses and authorizations required by applicable law to enable it to fulfill its obligations hereunder and s.hall comply with all federal, state and local laws, regulations, rules and ordinances. Moreover, the CITY agrees to act as the lead agency on all planning, zoning and permit activities as required by California law. The CITY will apply for and provide all permits required for the construction and operation of the commuter rail station. The CITY agrees to waive the cost of any plan check fee and/or construction permit related to this project and will not use AUTHORITY funds for this purpose. Page 3 10 II 12 13 14 i?,, 16 !7 '18 20 21 22 25 2~ 25 :'7 4.02 Property acouisition and desian. The CITY shall be the lead agency for the commuter rail station property acquisition. The CITY will be the lead agency for the design of the commuter rail station. The OCTA/SCRRA shall retain the right to participate in review and approval of plans for issuance of permits, inspections, and final acceptance. 4.03 Maintenance and repa,i~r. The CITY agrees, at no cost to the AUTHORITY, to maintain in good condition and order the non-operating property prior to and during construction, as well as maintain and repair the commuter rail station once constructed, as defined herein, for the benefit of the public and the persons using the commuter rail station for so long as the AUTHORITY shall serve commuter rail passengers at the commuter rail station pursuant to this AGREEMENT. The CITY shall not grant privileges or concessions on the piadorm or within the operating property. The CITY shall have the right to sublease or grant privileges or concessions within the non-operating portion of the property, and shall be entitled to retain all revenues derived therefrom. 4.04 Ccmrnuter raj! station security. At their sole cost, the CITY shall provide security consistent with the City's Security Ordinance for the non-operating property prior to and ,~.urinc.. con.~,,~"-u,....,'"~;on..~nd the commuter rail station following construction. 4.05' Co,,mrnuter rai! narkina. The CITY shall make a good faith effort to make available a . minimum of 300 spaces for use by commuter rail passengers to coincide with the implernentation of commuter rail service to the Tustin station. 4.06 Assianment to another aaencv. The .parties to this AGREEMENT hereby · acknowledge and agree that at some future' date, the CITY may, at its option, assign its rights, interest, duties, and obligations under this AGREEMENT to another party upon si~y (60) dav~.., written n~ice..~, to and approval by the AUTHORITY. Such approval shall not be unreasonably withhe!d. 4.07 Com~)liance. If, at any time, the CITY fails to implement and/or complete this project in accordance with this Agreement or start construction by January 2000, except as otherwise agreed in writing by both AUTHORITY and CITY, the full amount of funding provided by AUTHORITY shall be returned to the AUTHORITY. Repayment of funding will be in accordance to the provisions of Section 4.08, Property Disposition. Page 4 ~2 i,$ 2~ 2_,: .':6 4.08 Property disposition. Subject to the provisions of Section 407 and upon written order by the AUTHORITY, the CITY shall promptly begin property disposition procedures to recover funds provided under this agreement. If the property sale generates less than the original purchase price, the AUTHORITY agrees to accept a reduced dollar amount associated with the sale of the property. If the property sale generates more than the original purchase price, the AUTHORITY is entitled to an increased dollar amount associated with the sale of the property. Reimbursement to the AUTHORITY shall be in an amount equal to the proportionate share of the original cost of purchase of the property funded by the AUTHORITY, less any CITY costs associated with property acquisition or disposition. If the property sale generates a net increased amount to the AUTHORITY, the CITY may also deduct any amount expended from its general fund after acquisition towards development of the commuter rail station up to the amount of the AUTHORITY's net increased amount. The terms of the property sale and property valuation shall be approved by the AUTHORITY prior to the selling or disposition of the property. V. RESPONSIBILITIES OF AUTHORITY 5.01 Commuter rail station fundina. The AUTHORiI-Y shall fund the commuter rail station up to and not exceeding one million nine hundred thousand ($1,900,000) dollars. _ less the cost of Metrolink related items including, but not limited to ticket ',,ending machines and sig~nage. Release.of funds to the CITY for property acquisition will be based on the purchase price of the property and any CITY cost associated with the acquisition.. If any portion of AUTHORITY funds are not immediately used for the acquisition of the property, the excess funds shall be placed in a trust account by the CITY with the provision that funds can only be removed with both the AUTHORITY's and the CITY's written consent. 5.02 Desian and enaineerina. AUTHORITY funds may be used for design and engineering cost-s only with prior written approval by the AUTHORITY. The AUTHORITY retains the right to review and approve all plans an~l specifications developed for the issuance of permits, inspections, and final accep,~nce. 5.03 Platform lease. A separate future lease agreement will be executed between the CITY and the AUTHORITY prior to station construction to define prope~y boundaries and the lease area and terms. Page 5 5.04 Ticket vendino machine and communication shelter maintenance. The 15 2O 21 :.2 3O OCTA/SCRRA shall provide and fund maintenance for the ticket vending machines, communi~tion shelter, and related equipment. 5.05 Assianment to the another aq..e_nc¥. The parties to this AGREEMENT hereby acknowledge and agree that at some future date, the AUTHORITY may, at its option, assign its rights,' interest, duties, and obligations under this AGREEMENT to another party with thirty (30) days written notice to the CITY. VI. INSURANCE AND INDEMNITY -. . . 6.01 CITY insuran~. The CITY agrees to obtain adequate liability insurance or self- insurance for the commuter rail station, any portion of AUTHORITY operating property used for construction, the p~rking lot and any other 'station associated facilities and maintain this insurance in 9cod standing. The CITY shall name the AUTHORITY and SCRRA as additional insured on the CITY's policy. 6.02 OCTA/SCRRA Insurance. OCTA/SCRP,~ shall m~intain adequate liability insurance or se!f-~nsurance for the operating property including the portion of the platform within the operating prope[ty. OCTA/SCRRA shall maintain adequate liability insurance for the ticket vendine machines and shall name the CITY as an additional insured or: the C)CT/'-JSCRP~, policy. 6 03 CiTY Indemnity. Neither the AUTHORI]FY nor the SCRRA or any officers, e,,,p,oyees or agents thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the CITY in connection with any work, authority or jurisdiction delegated to the CITY under this AGREEMENT, including any liability for the parking facilities and other non-operating property located at the commuter rail station site. The CITY shall be solely responsible for handling and processing any and ail claims relating to the commuter rail station, parking facilities, and other non-operating property located at the commuter rail station site. i? is also understood and agreed that, pursuant to Government Code Section 895.4, the CITY shall fully indemnify, defend and hold the AUTHORITY and/or SCRRA harmless from any liability imposed for injury (as defined by Government Code Section 810.8), occurring by reason of an~hing done or omitted to be done by the CITY 'in connection with-any work, authority or jurisdiction delegated to the Paae 6 i0 12 ~3 18, 2O 21 22 ':5 CITY under this AGREEMENT, including any liability for the parking facilities and other non-operating property located at the commuter rail station site. 6.04 AUTHORITY Indemni!¥. Neither the CITY nor a.ny.officers, employees or agents thereof shall be responsible for any damage or liability occurring by reasons of anything done or omitted to be done by the AUTHORITY or the SCRRA in connection with any work, authority or jurisdiction delegated to the AUTHORITY or the SCRRA under this AGREEMENT. The AUTHORITY and/or SCRRA shall be solely responsible for handing and processing any and ali claims, relating to operating property and the ticket vending . machines located at the commuter rail station. It is also understood and agreed that, pursuant to Government Code Section 895.4, the AUTHORITY and the SCRRA shall fully indemnify, defend and hold the CITY. 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 the AUTHORITY or the SCRRA in connection with any work, authority or jurisdiction deleg'-'ed~ to the AUTHORITY or the SCRRA under this AGREEMENT. 6.05 B,.....,~ Se.,"v~''''-,,_,~. ./"~,UTHORITY intends to provide bus service to the Tustin commuter rail station. The ',,--',,,"-, of service to be provide shall be determined by the AUTHORITY in cooperation with the CITY. Vil. NOTICES 7.01 Notices to parties. Any and all notices or communications required or permitted by this AGREEMENT or by law to be delivered to, served on, or given to either party to this AGREEMENT by the other pady to this AGREEMENT shall be in writing and shall be deemed properly delivered, served, or given to the party directed, to or in lieu of each such personal se~ice, when deposited in the United States mail, first-class postage prepaid, and addressed to' Page 7 10 12 1,3 14 15 16 i8 19 20 21 22 25 24 2,5 26 2.'7 2.2 29 ,30 Orange County Transportation Authority 550 South Main Street P.O. Box '14184 Orange, CA 92613-1584 Attention: Manager, Contract Administration and Materials Management City of Tustin 300 Centennial Way P.O. Box 3539 Tustin, CA 92681-3539 Attention: Assistant City Manager Either party may change its mailing address for the purposes of this paragraph by giving written notice of such change to the other party. VIII. MISCELLANEOUS 8.01 Consents and app. rovals. Any and ali consents and approvals provided for or permitted by this AGREEMENT shall be in writing, snd a signed copy thereof shall be filed and kept with the books of this AGREEMENT. 8.02 Entire Aareement. This document and the attachments hereto contain and , --, constitute the entire understanding and agreement between the parties with respect to the subject matter hereof. This AGREEMENT supersedes all prior understandings, representations and undertakings between the Parties, whether written or otherwise, with respect to the subject matter hereof. 8.03 Force Majeure. Notwithstanding any provision in this AGREEMENT to the contrary, tills agreement shall not be construed to place responsibility on either party for repair or replacement of non-operating and/or operating property damaged by fire. flood, earthquake, explosion, or other casualty or Act of God or the public enemy. 8.04 Amendments. This AGREEMENT may be amended or modified in any way by an instrument in writing, stating the smendment or modification, signed by the parties hereto. 8.05 Severabilitv. In case any one or more provisions contained in this AGREEMENT shall for any reason be held invalid or illegal, or unenforceable in any respect, such . Paae 8 ~0 11 13 '14 :9 2O 21 22 23 invalidity, illegality or unenforceability shall not affect any other provision hereof; and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provisions has never been contained herein. 8.06 Headinas and Subtitles. Headings and subtitles of this instrument have been used for convenience only and do not constitute matter to be considered as interpreting this AGREEMENT. 8.07 Attorneys Fees. In the event of any dispute hereunder or any proceeding to enforce the provisions hereof, the prevailing party in such dispute or proceeding shall be entitled to recover, among other things, all costs, reasonable attorney's fees and reasonable disbursements, regardless of whether such dispute or proceedings are handled by attorneys or employees of such party or outside counsel. "Prevailing party in any dispute or proceeding" shall mean the party who obtains substantially all the relief sought by such party in such action or proceedings, regardless of whether final court judgment is entered. 8.08 No waiver on default. No waiver of any right or failure to exercise any remedy with respect to any matter or event which is the subject of this AGREEMENT shall be or be deemed to be a waiver of such right or remedy with respect to any other matter or event, or to constitute a precedent for purposes of interpretation of this AGREEMENT. 8.0~Governina Law. This AGREEMENT shall be governed by and shall be construed in accordance with the laws of the State of California. IX. TERMINATION OF AGREEMENT ,. 9.0~ Acts Constitutinc: Termination. This AGREEMENT shall commence on the date this AGREEMENT is executed and shall continue until dissolved by mutual written consent of the parties hereto. Page 9 i0 '1 12 13 15, i6 '7 la 19 20 2i 22 23 25 26 ~9 ( . X. ACCEPTANCE ¢' 10.01 Acceptanqe of Agreement. The undersigned, having read the foregoing, accept and agree to the terms set forth therein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Dated' APP~,?VED AS TO FORM: Lois Jeffrey C it',/Attorney "City" CI-FY OF TUSTIN, a municipal corporation Christine Shingleton Director of Community Development Dated' AP,EP,,OVED AS TO FORM' Kennard R. Smart, General Counsel "AUTHORITY" ORANGE COUNTY TRANSPORTATION AUTHORITY _ S . ft~li~ Ch-ieJf Executive Officer Page 10