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HomeMy WebLinkAboutNB 2 ASSESS DIST 86-2 12-15-86AGENDA DATE: NEW BUSINESS ~ NO. 2 DECEMBER 9, 1986 TO: FROM: SUBJECT: WILLIA)t HUSTON, CITY MANAGER PUBLIC WORKS DEPART14ENT/ENGINEERING DIVISION AGREEMENT FOR PAYMENT OF COSTS FOR INFRASll~UCTURE IMPROVEMENTS - EAST TUSTIN ASSESSMENT DISTRICT NO. 86-2 RECOMMENDATION: For the City Council meeting of December 15, 1986. That the City Council approve the Agreement for Payment of Infrastructure Improvements - East Tustin Assessment District No. authorize the Mayor to execute said Agreement. Costs for 86-2 and BACKGROUND: The City of Tustin and The Irvine Company entered into a previous Agreement dated April 30, 1986 entitled "Agreement for Payment of Costs for Infrastructure Improvmeents East Tustin Assessment District No. 85-1". This Agreement provided for the payment and reimbursement of certain costs related to infrastructure improvements within the boundaries of Assessment District No. 85-1, as well as, any City incurred formation costs of said Assessment District No. 85-1. Assessment District No. 85-1 encompassed the area bounded by the Santa Ana. Freeway on the south, Jamboree Road (formerly Myford Road) on the east, Irvine Blvd. on the north and generally Browning Avenue on the west. Assessment District No. 85-1 contained projects which were partly financed by said District 85-1 and partly by lands owned by The Irvine Company outside of the District. These projects and the percentages fundable by sources other than Assessment District No. 85-1 are recapped below: o Tustin Ranch Road (formerly Jamboree) Interchange at I-5 Freeway ......................................... 28% o Traffic signals on Irvine Boulevard at Tustin Ranch Road ...................................... 50% New Myford Road ................ = ....................... 50% Jamboree Road (formerly Myford) ........................ 50% The proposed Agreement for Assessment District No. 86-2 provides for the reimbursement of these project costs in the percentages indicated above to The Irvine Company. The Company previously paid the District/City these amounts as a condition of Assessment District No. 85-1. DECEMBER 9, 1986 PAGE TWO DISCUSSION: The subject Agreement is similar to the previous Agreement executed by both the City and Irvine Company for Assessment District No. 85-1. It contains similar conditions/requirements for both the City and Company as the previous Agreement and generally provides for the following: Irvine Company reimbursement to City for any cost incurred by the City related to formation of East Tustin Assessment District No. 86-2 until such time'Assessment District bonds are sold. e Irvine Company reimbursement to City for any cost incurred by the City related to the design and construction of the north-south arterial {Jamboree Road, formerly Myford Road) between Irvine Boulevard and the northerly City limits until such time Assessment District bonds are sold. o City reimbursement to The Irvine Company for any cost incurred on projects, prior to the sale of Assessment District bonds, as identified in Exhibit "B" of the Agreement. City reimbursement, after the sale of Assessment District bonds, to The Irvine Company for costs previously paid as a part of Assessment District 'No. 85-1 on the Tustin Ranch/I-5 Interchange (28%) and traffic signals on Irvine Blvd. at Tustin Ranch Road (50%), New Myford Road (50%) and Jamboree Road {50%). A copy of the subject Agreement is attached for the City Council's reference and has b~en reviewed anU approved by the City Attorney's office. Assessment District No. 86-2 is shown on Exhibit "A" of the Agreement and covers the remaining area northerly of Irvine Blvd. within the East Tustin Specific Plan. Exhibits "~" and "C" outline the proposed infrastructure projects and their preliminary cost estimates that. are proposed for District No. 86-2. No date has been set for the final formation of District No. 86-2, however, it is assumed that this will occur about mid-1987. Bob Ledendetker Director of Public Works/City Engineer BL:jm Attachment AGREEMENT FOR PAYMENT OF COSTS FOR INFRASTRUCTURE IMPROVEMENTS EAST TUSTIN ASSESSMENT DISTRICT 86-2 This Agreement for Payment of Costs for Infrastructure Improvements, East Tustin Assessment District 86-2 (this "Agreement") is entered into by and between The Irvine Company, a Michigan corporation ("Company") and the City of Tustin, a municipal corporation ("City") as of this day of , 1986. WHEREAS, City and Company previously entered into that certain Agreement for Payment of Costs for Infrastructure Improvements, East Tustin Assessment District 85-1, dated April 30, 1986 (the "85-1 Agreement"), providing for the payment and reimbursement of certain costs to be incurred with respect to specified public improvements to serve all or a portion of that area of the City known as East Tustin, and the formation of the East Tustin Assessment District 85-1 ("ETAD 85-1"); and lZ/4/8 WHEREAS, among those specified improvements included in the 85-1 Agreement was the "Jamboree Road Interchange at Santa Aha Freeway"~ and WHEREAS, in section 5 of ~he 85-1 Agreement, City and Company agreed ~hat the "Jamboree Road Interchange at Santa Aha Freeway" improvements (the "Interchange") will benefit an area larger than that covered by ETAD 85-1, and therefore City agreed to cooperate with Company in the formation of a subsequent assessment district or districts in order to finance either (i) the portion of the cost of designing, engineering and constructing the Interchange which the Assessment Engineer for ETAD 85-1 determined to be applicable to areas outside the boundaries of the ETAD 85-1, or (ii) the entire cost of designing, engineering and constructing the Interchange~ and WHEREAS, ETAD 85-1 has been formed to finance, among other improvements, the Interchange and the Assessment Engineer for ETAD 85-1 has determined that twenty-eight percent (28%) of the cost of designing, engineering and constructing the Interchange will benefit lands owned by Company outside the boundaries of ETAD 85-1~ and WHEREAS, ETAD 85-1 has also been formed to finance the installation of traffic signals at the intersections of Irvine Boulevard with Tustin Ranch Road, new Myford Road, and Jamboree Road (the "Signals"), and the Assessment Engineer for ETAD 85-1 has determined that fifty percent (50%) of the cost of installing the Signals will benefit lands owned by Company outside the boundaries of ETAD 85-1; and WHEREAS, Company has contributed to ETAD 85-1 those portions of the costs of the Interchange and the Signals determined by the Assessment Engineer to be for the benefit of lands owned by Company outside the boundaries of ETAD 85-1, in anticipation that Company will be reimbursed for the funds so contributed pursuant to the intent of the 85-1 Agreement; and WHEREAS, as contemplated by section 5 of the 85-1 Agreement, Company has now petitioned the City Council to undertake proceedings pursuant to the Municipal Improvement Act of 1913 to form an assessment district encompassing that area described in Exhibit "A" hereto ("East Tustin Assessment District 86-2" or "ETAD 86-2"), to (i) reimburse Company for funds contributed by it to ETAD 85-1 for the Interchange and the Signals (the "Reimbursement"), and (ii) finance the design, engineering, construction and/or acquisition of a north-south arterial roadway, traffic signals, and other improvements between the northerly limits of the City and Irvine Boulevard, all as more particularly described in Exhibit "B" hereto (the "Improvements"), at an estimated cost as identified in Exhibit "C" hereto, and to issue bonds pursuant to the Improvement Bond Act of 1915 to represent the assessments; and WHEREAS, the City Council of the City, at a regular meeting held on June 16, 1986, accepted the petition and directed-staff and the City Attorney to undertake steps to initiate assessment proceedings~ and WHEREAS, in order to enable City to proceed with the formation of ETAD 86-2 and to commence work on.the Improvements, Company is willing to enter into an agreement, subject to conditions hereinafter set forth, to guarantee to (a) advance money to City for'costs to be incurred by City in forming East Tustin Assessment District 86-2 and for those portions of the cost of work that may be performed or incurred by city on the Improvements which are not payable from other sources of funds of City, subject to reimbursement therefor when the City sells the assessment bonds, and (b) construct all or a portion of the Improvements and a~inister such engineering work as may be agreed upon by City and Company, and to transfer same to City, subject to payment therefor when City sells the assessment bonds~ and WHEREAS, upon formation of ETAD 86-2, City and Company mutually desire that City acquire from Company any Improvements constructed and engineering work administered by Company as authorized under the Municipal Improvement Act of 1913 and this Agreement. NOW, THEREFORE, in consideration of the City's initiation of assessment proceedings, and of the mutual covenants herein, Company and City hereby agree as follows: 1. District/Improvements. A. Unless waived by Company as provided below, ETAD 86-2 shall not be formed nor shall bonds be sold relating thereto unless and until (i) the time within which a legal action challenging City's execution of the development agreement between City and Company for East Tustin (the "Development Agreement") shall have expired (for purposes of this Agreement, such expiration date shall be deemed to be the date which is one hundred twenty (120) calendar days from the date of City Council's approval of the Development Agreement), and (ii) a tentative tract map (or maps) in form and content acceptable to Company and City (the "'A' Map") covering that portion of the property to be encompassed by East Tustin Assessment District 86-2 which is not currently subject t~ an approved map, shall have received final approval by City. Company shall have the right to waive, in writing, either or both of the foregoing conditions. City agrees to proceed with due diligence with the processing of the Development Agreement and the "A" Map (or "A" Maps). Upon request by Company and except as provided in Paragraph i(C) below, City agrees to proceed with due diligence with the processing of the adoption of a Resolution of Intention concerning the formation of ETAD 86-2. Notwithstanding that Company has petitioned City to form East Tustin Assessment District 86-2 pursuant to the Municipal Improvement Act of 1913, and to issue bonds pursuant to the Improvement Bond Act of 1915, the phrase "Assessment District 86-2" shall be deemed to include any similar assessment or special tax district (such as a Mello-Roos District) covering ~he same land area included in Company's petition, and formed with Company's consent for the same purposes as those included in Company's petition. B. City agrees that, to the maximum extent allowed by law, the Improvements and the costs associated therewith and the Reimbursement shall be included within ETAD 86-2 and paid from the proceeds of sale of the Assessment District bonds or bond anticipation notes. Company agrees that City has no obligation to make the Reimbursement and to reimburse Company for costs incurred by Company for the Improvements or the design or engineering work relating thereto other than under this Agreement, the 85-1 Agreement and the ETAD 86-2, as applicable. If ETAD 86-2 is not formed and some similar assessment district or special tax district covering the same land area included in Companyts petition is not formed, City shall, however, use its best efforts to pursue and utilize alternate types of funding, such as (but not limited to) Arterial Highway Financing Program, FAU, state funds, etc., as may be applicable and, to the extent permitted by law, to pay for the Improvements and the Reimbursement. C. City and Company shall agree in writing on a project-by-project basis which of the Improvements shall be constructed by City (the "City Improvements"), which of the 6 Improvements shall be constructed by pompany (the "Company Improvements"), which of ~he design and engineering shall be administered by Company (the "Company Engineering Work"), and when any of such work shall be performed. City agrees, if requested by Company, to delay adoption of t~he Resolution of Intention for formation of ETAD 86-2 until completion of all Improvements under construction by Company which are agreed to be Company Improvements and until completion of all design and engineering work which is agreed to be Company Engineering Work. 2. Formation Costs. A. Company hereby agrees that if the City incurs costs for the formation of ETAD 86-2 prior to formation of ETAD 86-2 and the receipt of proceeds from the sale of ETAD 86-2 bonds or bond anticipation notes, Company shall advance to City an amount equal to such costs in the manner hereinafter described. City may send a bill or invoice (the "bill") to Company not more frequently than monthly for costs incurred by City in formation of ETAD 86-2, which bill must be accompanied by supporting documentation. Within thirty (30) calendar days after receipt by Company of the bill and supporting documentation, Company will pay to City the amount shown on the bill which is (i) supported by the documentation, and (ii) reasonably related to the formation of ETAD 86-2. B. Upon sale of the bonds or bond anticipation notes and receipt by City of the sale proceeds, City will promptly reimburse Company for all amounts advanced by Company to City pursuant to Paragraph 2(A) of this Agreement to the extent such costs may legally be reimbursed from such bond proceeds. Upon sale of the bonds or bond anticipation notes and receipt by City of the sale proceeds, Company will have no further responsibility to advance funds under Paragraph 2(A) of this Agreement, and all provisions of Paragraph 2(A) of this Agreement concerning payments by Company shall be of no further effect. Company expressly acknowledges that except as provided in Paragraph l(B) above regarding alternate sources of funds, reimbursement to it of the costs payable hereunder will occur only in the event and to the extent that assessments or special taxes are ultimately confirmed or levied, and bonds or bond anticipation notes are issued and sold, to provide for the public financing of ETAD 86-2. 3. City Improvements. A. Company hereby agrees that, if City incurs costs and awards contracts ("Contracts") for the design, engineering and construction of the city Improvements selected and agreed to by City and Company prior to the formation of ETAD 86-2 and the receipt of proceeds from the sale of ETAD 86-2 bonds or bond anticipation notes, Company shall pay to City an amount equal to such costs in the manner hereinafter described. B. Prior to the advertisement for bids for any Contract, Company shall have fifteen (15) days to review and comment ugon the Notice inviting bids and the proposed Contract documents. After the receipt of bids and prior to any award of Contracts by City, Comgany shall have fifteen (15) days to review and comment upon the bids. C. Upon receipt by City of a bill from its consultant or contractor, City will send a copy of such bill to Comgany with a.request for payment. City will also send to Company a bill for City's actual administrative costs (based on the total hourly rate charged for time sgent by City staff on City Imgrovements), togetaher with su99orting documentation as req~.ested by Company. Within thirty (30) calendar days after receipt by Company of such bill and supporting documentation, Company will pay to City the amount shown on such bill or bills which is supported by the documentation. City will make financial and accounting records related to the Contracts for city Improvements available to Company ugon reasonable notice. D. Company agrees that the Contracts may be extended in time or modified, in whole or in part, ugon 9riot written notice to Comgany allowing a reasonable 9eriod within which Comgany may agprove or disapgrove such extension or modification. Comgany will remain bound Under this Agreement notwithstanding any extension of time or modification or failure of City to give such notice~ provided, however, that the scope and costs of the City Improvements shall not be materially expanded by such extension or modification beyond the description of the Improvements and estimated costs therefor included in Exhibits "B" and "C" respectively unles~ previously approved in writing by Company. E. Company agrees that this Agreement constitutes a guaranty of payment of normal progress payments upon presentation of a request for such payments by City and for payment in full upon completion of the Contracts and final cost accounting demand therefor by City. F. The obligations of Company hereunder shall not, except as provided in section $ below or by mutual written consent of the parties, be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim or waiver, release, surrender, alteration or compromise, provided the City performs its obligations to let and administer the Contracts as provided in this Agreement. G. City agrees to use reasonable efforts to cause construction of the City Improvements to be completed according to a reasonable schedule agreed to in advance by Company and City. H. Upon sale of the bonds or bond anticipation notes and receipt by City of the sale proceeds, City will promptly make the Reimbursement and also reimburse Company for (i) all amounts advanced by Company to City pursuant to this 10 Paragraph 3, and (ii) for costs incurred by Company with respect to the City Improvements to the extent such costs and the Rei~ursement may legally be reimbursed from bond proceeds, including engineering costs and any plan check fees ~aid by COmpany for plans for the City Improvements. Upon sale of the bonds or bond anticipation notes and receipt by City of the sale proceeds, Company will have no further responsibility to advance funds under this Paragraph 3, and all provisions of this Paragraph 3 concerning payments by Company shall be of no further effect. Company expressly acknowledges that except as provided in Paragraph i(B) above regarding alternate sources of funds, reimbursement to it of the costs payable hereunder, including the Reimbursement, will occur only in the event and to the extent that assessments or special taxes are ultimately confirmed or levied, and bonds or bond anticipation notes are issued and sold, to provide for the public financing of the Improvements. 4. Company Improvements/CompanY Enaineerina Work. A. Company shall construct at its cost the Company Improvements and shall administer at .its cost the Company Engineering Work selected and agreed to by City and Company. The Company Improvements and the Company Engineering Work shall, if applicable, be bid under a procedure that qualifies the Company Improvements and Company Engineering Work for acquisition under the Municipal Improvement Act of 1913. City 11 shall have the right to review and approve all plans and specifications for the Company Improvements, the construction contracts relating thereto, and the work of improvement. B. Company shall obtain and furnish to City surety bonds in a form approved by City, executed by a corporation authorized to transact surety business within the State of california rated Grade A, or better, and Class IV, or better, by the latest edition of Best's Key Rating Guide, for all Company Improvements for the following purposes and the sums stated, and shall keep the bonds in full force and effect until the Company Improvements have been completed and accepted by City, or shall furnish a cash deposit or other form of security approved by City, in lieu thereof (based upon the estimated costs of such Company Improvements): (i) Faithful Performance Bond: To secure the faithful performance of all terms and conditions in an amount equal to one hundred percent (100%) of the amount of the contract(s) for the construction of the Company Improvements. (ii) Labor and Material Bond: To secure payment to contractors, subcontractors, engineers, surveyors and to all persons renting equipment or furnishing labor and materials to them upon the Company Improvements in an amount equal to one hundred percent (100%) of the amount of the contract(s) for the construction of the Company Improvements. Any such 12 bonds or other security delivered by Company shall be released by city at the time provided in Paragraph 9. In addition, for any construction of the Company Improvements, Company shall furnish or cause to be furnished to City, duplicate originals or appropriate certificates of bodily injury and property damage insurance policies, naming City as an additional insured in amounts as reasonably agreed upon by Company and City given the nature of the Company Improvements. Such policy or policies, shall be kept in full force and effect until completion of the Company Improvements and acceptance thereof by City. Each policy of · insurance shall provide that it shall not be cancelled until not lass than thirty (30) days' advance written notice is given to City. C. Company shall cause design and engineering consultants performing work on the Company Improvements, contractors performing work on the Company Improvements, and persons Performing maintenance work on the Company Improvements to, pursuant to the consulting agreements, construction contracts or maintenance agreements with Company, defend, indemnify and hold City harmless from and against all claims, liens, encumbrances, actions, losses, damages, causes of action, expenses and/or liabilities arising from or resulting from loss or damage to property or injury or death of persons (collectively "Claims") resulting from the design, construction 13 and maintenance of the Company Improvements by, respectively, the consultant, contractor, or maintenance person performing work on the Company Improvements~ provided, however, that such indemnity by engineering consultants shall be satisfactory to City if limited to the negligent acts, errors or omissions of the consultant. In addition to said indemnification by the consultants and/or contractors and/or maintenance persons, Company agrees to defend, hold harmless and indemnify city from and against all claims resulting from the willful and negligent acts, errors or omissions of the consultant. In addition to said indemnification by the consultants and/or contractors and/or maintenance persons, Company agrees to defend, hold harmless and indemnify city from and against all claims resulting from the willful and negligent acts, errors or omissions of Company in the administration of the consulting agreements, construction contracts or maintenance agreements. Company shall not be responsible for (and such obligations to defend, hold harmless, and indemnify shall not apply to) any acts, errors or omissions to the extent determined to have been the responsibility of City or any of its agents, servants, employees and/or contractors. Company's obligations to indemnify, hold harmless, and defend City shall terminate upon City's acquisition of the Company Improvements pursuant to Paragraph 4(D) herein. 14 D. Immediately after confirmation by City of ~he assessments for ETAD 86-2, Company shall dedicate and transfer to City the Company Improvements which are in existence and installed and the Company Engineering Work which was completed, on or prior to the date of Cityws adoption of the Resolution of Intention, and City shall accept and acquire same. Upon City's acceptance of the Company Improvements, City shall assume full responsibility for the maintenance of such Improvements and the Company thereafter will be relieved of all liability for such maintenance. After sale of the bonds or bond anticipation notes and receipt by City of the sale proceeds, Company shall deliver to city an invoice or invoices for the cost of the Company Improvements with supporting documentation and City shall pay Company an.amount equal to the cost of the Company Improvements and Company Engineering Work to the extent such costs may legally be,reimbursed or paid from bond proceeds. The cost of acquisition shall include all costs incurred by Company with respect to design, engineering and construction of the Company Improvements and performance of the Company Engineering Work to the extent such costs may legally be reimbursed or paid from bond proceeds, including engineering costs and plan check fees paid by Company. E. Unless agreed in writing by Company and City, upon adoption by City of the Resolution of Intention for formation of ETAD 86-2, Company will have no further 15 responsibility to construct the Company Improvements or administer the Company Engineering Work, and all provisions of this Agreement concerning construction by Company of the Company Improvements or administration of the Company Engineering Work shall be of no further effect. Company expressly acknowledges that except as provided in Paragraph i(B) above regarding alternate sources of funds, payment to it of the costs of the Company Improvements and the Company Engineering Work will occur only in the event tha~ assessment or special taxes are ultimately confirmed 6. Maximum Costs. It is understood that the costs identified in Exhibit "C" attached hereto are the best available estimated costs ~or the Improvements. Company and City agree that, notwithstanding the estimated costs identified in Exhibit "C," the actual payments by Company for such work and improvements shall be based upon actual project costs for the Improvements~ provided, however, that the Company's total payments under this Agreement, whether the Improvements are constructed by City or Company, shall not exceed $3,000,000 without express prior written authorization from the Company. This maximum cost is expected to cover all improvement, engineering and assessment district formation costs incurred under this Agreement prior to fo~ation of the ETAD 86-2. Upon completion of the Contracts, city will provide Company with an accounting of all sums 16 expended in the Contracts. Prior to adoption of the Resolution of Intention, Company shall provide City with all costs of the Company Improvements and the Company Engineering Work. 7. Confirmation of Assessments. Except as otherwise specifically provided in this Agreement, the obligations of Company hereunder shall not be affected by the failure of City to confirm the assessments and to form ETAD 86-2 or to issue and sell bonds to represent such assessments. Company acknowledges that City retains full discretion regarding whether or not to confirm the assessments and to issue and sell bonds, notwithstanding the obligations of Company hereunder. However, City agrees in the exercise of such discretion to consider in good faith the intent of Company in entering into this'Agreement and Company's reliance upon City's current intentions and actions to confirm the assessments and to form ETAD 86-2 and to issue and sell bonds to represent such assessments (or to similarly provide for the public financing of the Improvements and the Company Engineering Work). Notwithstanding anything herein to the contrary, Company retains whatever rights it may have pursuant to law to terminate the assessment proceedings at any time prior to the confirmation of the assessments by the City Council. 8. Easements/Acceptance. Company agrees to dedicate, at no cost to City, easements for all public rights-of-way ~equired for the 17 Improvements described in Exhibit "B." Prior to the commencement of construction of the City Improvements, City agrees.to accept such dedicated rights-of-way, or to take such actions as may be legally required of it to bind itself to accept such dedication. As to rights-of-way for the Company Improvements, City shall accept such dedications upon acceptance of the Company Improvements. Upon City's acceptance of such dedications, City shall ass~,~e full responsibility for the maintenance of such rights-of-way and Company thereafter will be relieved of all liability for such maintenance. Company also agrees to dedicate, at no cost to City, such other easements as may be required by other public agencies, and City agrees to use reasonable efforts to cause such other agencies to accept such easements and assume full responsibility for the maintenance of the easement area and all improvements thereto. 9. Other Conditions to Development. City agrees that, in consideration for Company's agreement to perform the obligations set forth in this Agreement, upon formation of the ETAD 86-2, City shall not condition the approval of any subdivision or tract or parcel maps or the issuance of any grading, building, occupancy or use permits in the area included in proposed ETAD 86-2 upon any condition related to any Improvements described in Exhibit which have been completed by Company pursuant to this Agreement or which have been completed or are under construction by City. 18 Any such condition previously imposed respecting such land related to any Improvements shall be and is satisfied hereby, the City having found that the performance of Company hereunder constitutes the fair share of contribution for such land to, and adequately provides for the funding of, all Improvements described in Exhibit "B." Any bonds or other security previously delivered by Company to secure installation of the Improvements shall be released by City upon completion and acceptance by City of the Company Improvements. This paragraph shall not be construed to prevent the City from imposing additional conditions on the approval of any subdivision maps or the issuance of any grading, building, occupancy or use permits in the area included in proposed ETAD 86-2 unrelated to the Improvements completed under this Agreement. 10. Termination of Aaree~e~t. Upon ninety (90) days' written notice, Company shall have the right to terminate this Agreement prior to award of any of the Contracts for construction of the City Improvements, to terminate this Agreement as to the award of any future Contracts, and to terminate this Agreement as to any Company Improvements or Company Engineering Work if a court of competent jurisdiction determines that theDevelopment Agreement between City and Company is not specifically enforceable or if City: (a) denies or is found to have improperly approved the "A" Map; or (b) rejects formation of the proposed ETAD 86-2 or 19 the confirmation of the assessments or the sale of the bonds relating thereto. In the event of such termination, Company shall pay to City all costs incurred by city pursuant to Paragraphs 2 and 3 hereof up to and including the date of City's receipt of the notice of termination, and unless otherwise agreed in writing by the par~ies hereto, Company's obligations to pay City for the costs of City Improvements shall continue through the completion of any Contracts awarded by City prior to City's receipt of the notice of termination. Termination by Company shall not impair or affect Company's obligations undertaken pursuant to Paragraphs 4(B) and (C) with respect to any Company Improvements under construction at the time City receives the notice of termination and such obligations shall continue in full force and effect until the date of termination or cessation of work by Company or its contractors, whichever is earlier. 11. Cooperation. city and Company agree to cooperate with each other with respect to the design for the Improvements, construction standards, all schedules and financial reports for completion of the Improvements, and the content and specification of the Contracts. 12. No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement, including without limitation any of City's 20 contractors, any of city's agents and employees, and any public entities or agencies providing funds for completion of the Improvements. The obligations of the Company hereunder are obligations running only to City and may be enforced only by City, and then only in its own right and not in any fiduciary capacity to any third party. Neither party may assign its right or delegate its obligations under this Agreement without prior written consent of the other party. 13. Bond Anticipation Notes. This Agreement shall not preclude the City from issuing bond anticipation notes and other means of interim funding to reduce advances by Company prior to the sale of bonds. City and Company agree to cooperate in exploring such options. 14. Notices. Ail notices under this Agreement shall be deemed given only when actually received by the party being given notice, and shall be given in writing by personal delivery or United States certified mail addressed to the following representatives of the parties at the address indicated below: If to city: City of Tustin 300 Centennial Way Tustin, California 92680 Attn: City Manager If to Company: The Irvine Company 550 Newport Center Drive Newport Beach, California 92660 Attention: Vice President, Assessment District Management 21 IN WITNESS WHEP~EOF, the parties hereto have executed this AgrQement for Payment of Costs for Infrastructure Imgrovements, East Tustin Assessment District 86-2 as of the date first written above. CITY OF TUSTIN, a municipal corporation THE IRVINE COMPANY, a Michigan corporation Mayor, City of Tustin Its: ATTEST: By: City Clerk, City of Tustin Its: 22 SCHEDULE OF EXHIBITS Exhibit "A" - Exhibit "B" - Exhibit "C" - Assessment District Area Listing of the Improvements Cost Summary 23 ! I ~ r.,O[JNA PARKWAY LEGEND aaaaSTREEr IMPROVEMENTS ..... STORM CHANNEL !l FACILITIES TRAFFIC SIGNALS NOTE 28% of Tustin Ranch Road/I-5 Interchange cost to be funded by AD 86-2 Includes full cost of regional Bicycle/Equestrian Trail Proposed Assessment District 86-2 EXHIBIT 'A' Be ASSESSMENT DISTRICT 86-2 IMPROVEMENTS TUST]N RANCH The design and construction of certain grading, paving, base, curbs and gutters, parkway, drainage, intersection work, street lights, signing, striping, landscaping and utilities, together with appurtenances and appurtenant work for the following roadways: o Irvine Boulevard - the improvement of Irvine Blvd. to its ultimate section along the north side from Ranchwood Road to Jamboree Road. Tustin Ranch Road - the improvement of Tustin Ranch Road to its ultimate street section between Irvine Blvd. and Jamboree Road. Tustin Ranch Road Interchange - funding for 28% of the total interchange construction project. Portola Parkway - the improvement of Portola Parkway to its ultimate street section between Jamboree Road and Tustin Ranch Road. La Colina Road - the improvement of La Colina Road to its ultimate street section between Tustin Ranch Road and Ranchwood Road. Foothill Blvd. - the improvement of Foothill Blvd. to its ultimate street section between Tustin Ranch Road and the westerly boundary of this project. Lower Lake Drive - the improvement of Lower Lake Drive to its ultimate street section between Tustin Ranch Road and the westerly tract boundary. Jamboree Road - the improvement of 3 lanes between Irvine Blvd. and Tustin Ranch Road. Jamboree Road - the improvement of 2 lanes between Tustin Ranch Road and the city limits. Regional Trail - the improvement of a regional bicycle and equestrian trail from Sector ! through its crossing of Jamboree Road at Peters Canyon Wash. The construction of traffic signal improvements at major intersections and proposed project entry streets: ° Jamboree Road - 8 full signals ° Tustin Ranch Road - 5 signals Irvine Blvd. - 1 full signal 3 half signals ° Lower Lake Drive/Foothill Blvd. - 1 signal EXHIBIT "B" Pa~e 1 of 2 Assessment DistriCt 86-2 Improvements Page 2 C. Flood Control Facilities - the improvement of the following.master planned drainage facilities: Peters Canyon Wash from Jamboree Road to (and including) proposed detention basin ° Peters Canyon Wash - easterly reach EXHIBIT "B" ~a~e 2 of 2 ASSESSMENT DISTRICT 86-2 TUSTIN RANCH Preliminary Cost Estimate A. Jamboree Road: Irvtne Blvd. to northerly city boundary B. Tustin Ranch Road Interchange (28% of total) C. Tustin Ranch Road: Irvtne Blvd. to Jamboree Road D. Portola Parkway E. Irvine Blvd. (northerly 1/2) F. Foothill B]vd. $. La Colina H.. Lower Lake Drive I. Peter's Canyon Wash drainage J. Traffic Signals K~ Regional Trail Subtotal Construction Construction contingency - 30% Design, fees, bonds, etc. - 20% Total Cost $8,454,000 3,364,818 4,958,000 622,000 1,3g0,000 1,055,000 175,000 1,225,000 5,4g0,000 1,700,000 772~000 $29,205,818 8,762,000 5,841~000 $43,808,818 EXHIBIT "C"