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HomeMy WebLinkAboutNB 11 ASSESS DIST 85-1 04-07-86AGENDA,- - ,. DATE: MARCH 26, 1986 NEW BUSINESS NO. 11 4-7-86 Inter- Com TO: FROM: SUBJECT: WILLIAM HUSTON, CITY MANAGER BOB LEDENDECKER, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER REVISION TO AGREEMENT FOR PAYMENT OF COSTS' FOR INFRASTRUCTURE IMPROVEMENTS EAST TUSTIN ASSESSMENT DISTRICT NO. 85-1' RECOMMENDATION: That the Tusttn City Council, at their meeting,of April 7, 1986, approve the revised Agreement for payment of Costs for Infrastructure Improvements East Tustin Assessment District No. 85-1 and authorize the Mayor to execute same. BACKGROUND: On June 3, 1985, the City and The Irvtne Company entered into a Reimbursement Agreement for certain infrastructure improvements within the East Tustin Assessment District No. 85-1. This Agreement specifically provides for The Irvine Company to reimburse the City for any costs it incurs, with respect to administering any infrastructure improvement contracts for the said Assessment District. These reimbursements were not to exceed $3,200,000.00 and are identified as follows: E1Camino Real (Laguna Road) full-width improvements between Browning Ave. and easterly boundary of Auto Center development including drainage facilities and utilities. Traffic signal construction at E1Camino Real (Laguna Road) and Jamboree Road. ° Bryan Avenue undercrossing/facility for the E1Modena-Irvine Channel. The original Agreement does not provide for any vehicle for the City/Assessment District to acquire improvements constructed by The Irvine Company. DISCUSSION: ' The proposed revision to the subject Agreement provides for two significant changes as follows: Amendment of amount of reimbursement from $3,200,000.00 to $8,000,000.00 to include the ultimate improvements for the E1Modena-Irvine Flood Channel improvements. MARCH 26, 1986 PAGE 2 Addttion of Section 4 to provide a vehicle for the City to acqutre from The Irvtne Company any completed Infrastructure Improvement projects after the confir~tlon of Assessment Distrtct No. 85-1, -Projects to be acquired would be 11mired tot hose projects originally defined in The Irvine Company's ortgtnal petittono This revised draft Agreement has been reviewed and approved by the City Attorney's office. The final document is now ready for execution by the City and will be available for execution by the Mayor on April 7, 1986. dendecker Director of Public Works/City Engineer BL:jr LEJ: 1/31/86 .- 2/20/86 3/21/86. AGREEMRNT FOR PAYMENT OF COSTS FOR INFRASTRUCTURE IMPROVEMENTS EAST TUSTINASSESSMENT DISTRICT 85-1 This Agreement for Payment of Costs for Infrastructure Improvements, East Tustin Assessment District 85-1 (this "Agreement") is entered into by and between The Irvine Company, a Michigan corporation ("Company") and the City of Tustln, a municipal corporation ("City") as of this day of , 1986. RECITALS WHEREAS, the Company has petitioned the City Council for City to undertake proceedings pursuant to the Municipal Improvement Act of 19.13 to form an assessment district encompassing that area described in Exhibit "A"hereto ("EAst Tustin Assessment District 85-1"), for construction and/or acquisition of certain improvements described in Exhibit "B" hereto (the "Improvements") at an estimated cost as identified in Exhibit "C" hereto, and to issue bonds pursuant to the Improve- ment Bond Act of 1915 to represent the assessments; and WHEREAS, the City Council of the City, at a regular meeting held on May. 6, 1985, accepted the petition and directed staff and the City Attorney to undertake steps to initiate assessment proceedings; and WHEREAS, the City will be incurring costs for the formation of the Assessment District, and the City and Company have mutually determined that designing, engineering and construction of -certain of the Improvements should begin, prior to the confirmation of the assessments and the issuance of bonds to represent the assessments; and WHEREAS, City and Company previously entered into that certain Agreement for Payment of Costs for Infrastructure Improvements, East Tustin Assessment District 85-1 dated June 3, 1985, which City and Company now desire to modify and cause to be superseded in its entirety by this Agreement; and WHEREAS, City and Company may together elect to have the City award contracts for designing, engineering and construction of portions of the ImprOVements prior to'the confirmation of the assessments and issuance of the bonds, or to have Company construct certain of the Improvements prior to the adoption.by City of the Resolution of Intention relating to the. East Tustin Assessment District 85-1. In addition, City and Company may together elect to have Company design or perform engineering work prior to the adoption of the Resolution of Intention for certain of the Improvements to be thereafter constructed by City ("Com- pany Engineering Work"). Those Improvements constructed by City shall hereinafter be referred to as the "City Improvements," and. those Improvements which are installe~ by Company, and in exist- ' ence on or prior to the date of the adoption of the Resolution of Intention shall hereinafter be referred to as the "Company Improvements;" and 2 WHEREAS, in order to enable City to proceed with the formation of East Tustin Assessment District 85-1 and to commence work on certain of 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 those portions of the. cost of work performed by City on City-Improvements under such contracts 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 the Company Improvements and perform the Company Engineering Work and to transfer same to City, subject to payment therefor when City sells the assessment bonds; and WHEREAS, City and Company mutually desire that City acquire from Company the Company Improvements and Company Engineering Work as authorized under the Municipal Improvement Act of 1913. AGREEMENT NOW, THEREFORE, in consideration of the City's initiation of assessment proceedings, and of the mutual covenants herein, Com- pany and City hereby agree as follows: 1. District/Improvements. A. Company and City agree that East Tustin Assessment District 85-1 shall not be formed nor shall bonds be sold relating thereto unless and until (i) the Specific Plan for the East Tustin area, in' form and content acceptable to Company and City (the "East Tustin Specific Plan"), shall have received final approval by City, (ii) City and Company shall have executed a Development Agreement in form and content acceptable to Company andCity concernig the development contemplated by such East Tustin Specific Plan (the "Development Agree- ment"), and (iii) a tentative tract map 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 85-1 which is not currently subject to an approved map, shall have received final approval by City~ Company shall have the right to waive, in writing, any of the foregoing conditions. City agrees to proceed with due diligence with ~he processing and review of such Specific Plan, such Development Agreement, ~nd such "A" Map. Upon request by Company and except as provided in Para- graph 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 East Tustin Assessment District 85-1. City agrees that the Improvements and the costs associated therewith shall be to the maximum extent allowed by law, included within the East Tustin Assessment DistrAct 8§-1 and that such costs shall be paid, to the maximum extent allowed by law,Afrom the proceeds of sale of the Assess- ment District bonds or bond anticipation notes. Company agrees that City has no obligation to reimburse Company for the improvements or the design or engineering work relating thereto other than under this Agreement and through the East Tustin Assessment District 85-1, City shall, how- ever, 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 applicable for such Improvements. C. City and C~mpany shall agree, on a project-~y- .project basis, which of the Improvements shall be Cit~ Improvements, which of the Improvements shall be Company Improvements, which of the design and engineering work shall be Company Engineering Work, and.when any of such work shall be per- formed. City agrees, if requested bM Company, to delay adoption of the ReSolution of Intention for formation of East Tustin Assessment District 85-1 until completion of ail Improvements under-con- struction by Company which are intended, pursuant -to this Agreement, to be Company Improvements and until completion by Company of all design and engineering work which are intended, pursuant to this Agreement, to be Company Engineering Work. D. Company-agrees to immediately commence design of the ultimate E1 Modena Channel Improvements described on Exhibit "B" prior' to-approval of an "A" Map, and provided that the East Tustin Speci- fic Plan has received final approval by City and the Development Agreement has been executed by City and Company, Company agrees to advance funds for construction of such E1 Modena Channel improvements as provided in Paragraph $ below prior to formation of East. Tustin Assessment District 85-1. Design work conducted by Company. .shall be considered "Company Engineering Work" ~nd shall be subject to the provisions, of Paragraph 4 that follows. Formation Costs. A. Company hereby agrees that if the City incurs costs for the formation of East Tustin Assessment District 8§-1 prior to formation of the Assessment District and the receipt of proceeds from the Sale of Assessment District_bonds or bond anticipation notes therefor, Company shall advance to City an a'mount equal to such cost in the manner herein- Be after described. City may send a bill or invoice to Company not more frequently than monthly for costs incur- red by City in formation of the Assessment District, which invoice or bill must be' accom- panied by supporting documentation. Within thirty (30) calendar, days after receipt by Company A of such bill-or invoice, Company will pay to Cit~ the amount thereof. Upon sale of the bonds or bond anticipation notes and receipt by City of the. sale proceeds, City will forthwith 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 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 i(B) above regarding alternate so6rces of funds, reimbdrse- ment to it of the costs payable hereunder Will 'occur only in the event and to the extent that assessments or special taxes are ultimately con- firmed or levied, and bonds or bond anticipation notes are issued and sold, to provide for the pUblic financing of the Assessment District. Cit~ Improvements. A. Company hereby agrees that, if the City incurs .costs and awards contracts ("Contracts") for the design, engineering and con-struction of the City Improvements Selected and agreed to by City and Company prior to the formation of East Tustin Assessment District 85-1 and the receipt of pro- ceeds from the sale of Assessment District bonds or bond anticipation notes therefor, Company shall pa~ to City an amount equal to such cost in the manner hereinafter described. B. Prior to the advertisement for bids for any Contract, Company shall ha~e fifteen (15) days to review and comment, upon the Notice inviting bids and the proposed Contract documents. After the receipt of bids and prior to any award of Contracts by City, Company shall have fifteen (15) days to review and comment upon the proposed Contract(s). ',Upon receipt by City of a bill or invoice from its consultant or contractor, City will send a copy of .C. De such bill or invoice to Company with a request for payment. City will also send to Company a bill for City's actual administrative costs (~ased on. the total hourly rate charq$d for time spent by City staff on City Improvements), together with supporting detail as requested by Company. Within h!rty (30) calendar days after receipt by Company of such bill or bills, Company will pay to City an amount equal to sa~d bill or bills. City will make financial and accountinq records rela%ed to the-Contracts for City Improvements available to ComDanv uPOn reasonable notice. Company agrees that the Contracts may be extended in time or modified, in whole or in part, upon prior written notice to the Company allowing a reasonable period within which the Company may approve or d~sapprove such extension 'or modification. Company 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 mater/ally expanded by such extension or modification beyond-the description of the Improvements and estimated costs therefor included .in Exhibits "B" and "C" respectively attached 9 Ge He hereto unless approved in writing beforehand by Company. 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. The obligation of Company hereunder shall not, except by mutual consent of the 9a~ties, 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 a~d administer the Contracts as-provided in this Agreement. Cit~ agrees to use reasonable efforts to complete construction of the City Improvements according to a reasonable schedule agreed to in advance by Company and City. Upon-sale of the bonds or bond anticipation notes and receipt by City o~ the sale proceeds, ~ity will forthwith reimburse Company for (i) all amounts advanced by Company to City 9ursuant to 10 ParagraPh 3 of this Agreement, and (ii) for costs incurred by the Company with respect to the City Improvements to the extent such costs may legally- be reimbursed from bond proceeds, including ~engineering costs and any plan check fees paid by Company for plans for the City Improvements. Upon sale ofthe bonds or bond anticipation notes and receipt by City of the sale proceeds, Company will have no further responsibility to advance funds under Paragraph 3 of this Agreement, and all pro- visions of Paragraph 3 of this Agreement con- cerning payments by Company shall be of no further effect. Company expres~Iy acknowledges that except as provided in Paragraph i(B) above regard- ing alternate sources of funds, reimbursement to it of the o0sts 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 .the Improvements. Company Improvements/Company Engineering Work. A. Company shall construct at its cost the Company Improvements and shal~ perform at its cost-the Company Engineering Work. Such' Company Improvements and such Company Engineering Work 11 Be shall, if applicable, be bid under a procedure that qualifies the Company Improvements and Com- pany Engineering Work for acquisition under the Municipal ImDrovement Act of 1913. City 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. Company shall obtain and furnish to City surety bonds in a form approved by the City, executed by a corporation authorized to transact surety busi- ness 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 the fol- lowing purposes and the sume stated, and sh~ll keep the bonds in full force and effect until the Improvements have bee~ completed and accepted by the City, or shall furnish a cash deposit or other form of security approved by the City, in lieu thereof (based upon the estimated cost of such improvement): (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 12 the contract(s) for the construction of 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 such Improve- ments in an amount equal to one hundred percent (100%) of the amount of the contract(s) for the construction of Company Improvements. In addition, for any construction of Company Improvements, Company shall furnish or cause to be furnished to the City, duplicate originals or appropriate certificates of bodily injury and Propert~ damage insurance policies in the amount of at least S§80,000 for any person, sl,000,O00 for any occurrence, and $300,000 property damage, naming the City as an additional insured. Said policy or policies shall be kept in full force and effect until completion of said Company Improve- ments and acceptance thereof by City. Each policy of insurance shall provide that it shall not be cancelled until not-l~ss than thirty (30) d~ys' advance written notice is given to the City. C. AComDany shall use its best efforts to cause design 13 and engineering consultants performing work on the Improvements, contractors performing work on the Improvements, and persons performing maintenance work on the Improvements to, pursuant to the con- sulting agreements, construction contracts or maintenance agreements .with Company, defend, indemnify and hold the 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 and maintenance of Company Improve- ments by, respectively, the consultant, contrac- tor, or maintenance Person performing work on the Improvements; provided, however, that such indem- nity by engineering consultants shall be satisfac- tor~ to City if limited to the negligent acts, errors or omissions of the consultant. In addi- tion to said indemnification by the consultants and/or contractors and/or maintenance persons, Company agrees to defend, hold harmless and indem- nify City from and aga%nst all claims resulting from the willful and negligent acts, errors or Omissions of Company in the administration of the 14 consultin~ aqreements~ construction contracts or maintenance agreements. Company shall not be responsible for (and such obligations to defend. and indemnify shall not apply to) any acts, errors Or omissions determined to have been the responsi- bility of City, its agents, servants, employees or contraotors. Companyts obligation to indemnify and defend City shall terminate upon acquisition .of the Company Improvements pursuant to Section 4(D) herein. Immediately after confirmation by City of the assessments for the East Tustin Assessment District 85-1, Company Sha~l dedicate and transfer to City the Company Improvements which are in existence and installe~ and the Company Engineer- ing Work which was complete, on or prior to the date of Cityts-adoption of the Resolution of Intention, and City shall accept and acquire same. Upon acceptance of the Improvements, City shall assume full resDonsibiIity for the maintenance of .sUch Improvements and the ComDan¥ will be rel~eve~ of all liability therefor. After sale of the bonds or bond anticipation notes, and receipt by City of the sale proceeds, Ci%y shall pay ComDan~ an amount equal to the cost of such~Company Improve- ments and Company Engineering Work to the extent 1.5 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 Com- pany 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. Unless agreed to in writing by Company and City, upon adoption by City of the Resolution of .Intention for formation of East Tustin Assessment District 85-1, Company will have no further responsibility to construct Company Improvements or perform Company Engineering Work, and ail provisions of this Agreement concerning construction by- Company of the Company Improvements or performance of Company Engineering Work shall be of no further effect. Company expressly acknowledges that except as provided in Paragraph I(B) aboveregarding alternate sources of funds, payment to it of the costs of the Company Improvements an~ Company Engineering Work will occur only in the event that assessment or special taxes are ultimately confirmed or levied,. 16 and bonds or bond anticipation notes are issued and sold, to provide for public financing thereof. Jamboree Road Interchan~e~ A. Company and City agree that the "Jamboree Road Interchange at' Santa Ana Freeway" Improvement (as more particularly described in Exhibit "B") benefits an area larger than that covered by the East Tustin Assessment District 85-1, and that based on traffic studies, forty-five percent (45%) of the benefited area lies in an area located north of Irvine Boulevard and within the East Tustin Specific Plan area, but outside the boundaries of the Assessment District. The currently estimated cost of such interchange (in~luding engineering and contingencies totaling thirty percent (30%) of "hard costs") is $7,500,000. CltF agrees to cooperate with Company in the formatiOn of a subsequent assessment district or districts (the "Subsequent District") in.order to finance either (i) that portion (45%) of the cost of designing, engineering and constructing said interchange which is applicable to such area outside the boundaries of the East Tustin Assessment Dis%rict 85-1 (the "Excluded Costs"), or (ii) the entire cost' of designing, engineering and constructing said interchange. 17 Company agrees that.(i) if the Subsequent District is not formed and City has not received funds from the sale of bonds or bond anticipation notes relating thereto at the time that CalTrans requires payment of the Excluded Costs, and (ii) if City has not by such ~lme obtained funds from an alternate source as provided in Paragraph i(B), then Company shall pay that portion of the Excluded Costs as may be demanded in writing by CalTrans. City agrees upon sale of the bonds or bond anticipation notes under the Subsequent District and upon receipt by City of the sales proceeds therefrom, City will forthwith reimburse Company for the Excluded Costs paid by Company to the extent'such costs may legally be reimbursed from bond proceeds. Upon sale of the bonds or bond anticipation notes under the Subsequent District and upon receipt by City ofthe sale proceeds thereform, Company will have no further responsibility to advance Excluded Costs, and all provisions of this Agreement concerning payments thereof by Company shall be of no further effect. Company's obligation to.pay all or any portio~ of the Excluded Costs under this Agreement is conditional upon the formation of the East Tustin 18 Assessment District 85-1 and the sale of the bonds pursuant thereto. 6. Maximum Cost. It is understood that the costs identified in Exhibit "C" attached hereto are the best available estimated costs for 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, but excluding the cost of Jamboree Road Interchange at Santa Ana Freeway, shall not exceed $8,000,000 without express prior written authorization from the Company. This maximum cost is expected to cover all Improvements costs and Assessment District formation costs incurred under this Agreement prior to-formation of the East TuStin Assessment District 85-1. Upon completion of the Contracts, the City will provide to the Company an accounting of all sums expended in the Contracts. APrior to adoption of the Resolution of Intention, Company shall provide to City, all costs, of the~Company Improvements and Company Engineer- -% ing Work. 7. Confi~mation of Assessments. Except as otherwise specifically ~rovided in this Agreement, the obligations of the Company hereunder shall not be affected by the failure of the City to confirm the assessments and to form 19 East Tustin Assessment District 85-1 or to issu~ and sell bonds to represent such assessments. It is acknoWledged by the Company that the City retains full discretion regarding whether or not to confirm the assessments and to issue and sell bonds, notwithstanding the obligations of the Company hereunder. Nonetheless, City agrees in the exercise of such discretion to consider in good faith the intent of the Company in entering into this Agreement and the Company's reliance upon the City's current intention and actions tO confirm the assessments and to form the East Tustin Assessment District 85-1 and to issue and sell bonds _to represent such assessments, or to similarly provide for the public financing of the Improvements. Notwithstanding anything herein to the contrary, the 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~ The Company agrees to dedicate, at no cost to City, easements for all City rights-of-way required for the Improvements described in Exhibit "B". Prior to the commencement of construction of the C~ty Improvements, City agrees to accept such dedicated rights-of-way, or to take such actions as may be legal%y 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 Improve- 20 ~ents. Upon acceptance of such dedications, City shall assume full responsibility for the maintenance of such rights-of-way and the Company will be relieved of all liability therefor. 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 East Tustin ASsessment District 85-1, City shall not condition the approval of any subdivision or tract or parcel maps or the issuance of any grading, building, occupany or use permits in the area'included in proposed East Tustin Assessment DiStrict 85-1 upon any condition related to any Improvements described in Exhibit "B" which have been completed by'Company pursuant to this Agreement or which have been completed or are under construction by City. Any such condition previously imposed respecting such land related to any Improvements shall be and is satisfied hereby, the City having found that the perform- ance Of Company hereunder constitutes the fair share of contribu- tion for such land to, and adequately provides for the funding Of, all street, drainage and other i6provements. Any bond~ or other security previously delivered by Company to secure instal- lation of the Improvements shall be released by City upon comple- 21 tion 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 East Tustin Assessment District 85-1 unrelated to the Improvements completed under this Agreement. 10. Te£,.ination of A~reement. Upon ninety (90) days' written notice, the 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 City and Company are unable to mutually agree on the..terms and conditions of a Deve~oDmeht Agreement, or if Cit~: (a) denies or is found to have improperly approved the East Tustin Specific Plan; (b) denies or is found to have improperly approved the "A" Map; or (c)AreJects formation of the proposed East Tustin Assessment District 85-1 or the confirmation of. the assessment 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 ParagraphA2 and 3 hereof up to and including the dare, of City's receipt of the notice of termination, and unless otherwise agreed in writing by the pa-tries .hereto, Company's Obligations to pay City for the 22 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 paragraph 4(B) and (C) with respect to any Company Improvement under con- struction at the time Cit~ receives the notice of termination and such obliqati'ons shall continue in full force and effect until .~the dat® of termination or cessation of work by Com_P_a~!_v or ~_ts contractors~ whichever is earlier. 11. Cooperation. City and Company agree to cooperate with each o. ther with res.pect to the design for the Improvements, construction standards, all-sChedules and financial reports for completion of the Improvements, and with respect tO the content and specification of the Contracts. 12. No Third Party Beneficiaries. It is expressly agreed, that there are no third party beneficiaries of this Agreement, including without limitation any of City's 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 capac~'ty to any third party. Neither ~'arty may assign its rights or delegate its obligations under this Agreement without prior written consent of the other party. 23 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. Company agree to cooperate in exploring such options. 14~ Notices. All 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: Cit~ of Tustin 300 Centennial Way Tustin, California .92680 Attn: City Manager If to Company: The Irvine Company §50 Newport Center Drive Newport Beach, California 92660 Attn: Keith Greet Either party may change its address by giving notice in writing to the other party. 15~ Amendment. This Agreement For Payment of Costs For Infrastructure Improvements, East Tustin Assessment District 85-1, shall amend and supersede in its entirety that certain Agreement for Payment of. CoSts for Infrastructure Improvements, East Tustin Assessment District 85-1 dated June 3, 198§, between City and Company, and this Agreement shall apply to all Improvements regarding which City and' 24 work was performed under said June 3 Agreement. IN WITNESS WHEREOF, the parties hereto'have executed this Agreement for Payment of Costs for Infrastructure Improvements, East Tustin Assessment District 85-1 as of the date Just above stated. CITy OF TUSTIN, a municipal corporation THE IRVINE COMPANY, a Michigan corporation By: By: Mayor, City of Tustin Its ATTEST: By.: Its City Clerk, City of Tustin APPROVED AS TO FORM: City Attorney, City of Tustin LEJ:lw:D:1/28/86(6) LEJ:1w:R:2/20/86 LEJ:.lw:R:3/~1/86 25