COOPERATIVE AGREEMENT NO. C-X-XXXX
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF NEWPORT BEACH
FOR
NEWPORT TRANSPORTATION CENTER RELOCATION FEASIBILITY STUDY THIS COOPERATIVE AGREEMENT (Agreement), is effective this day of (“EffectiveDate”),by and between the Orange County Transportation Authority,550 South Main Street,P.O. Box 14184, Orange California92863-1584, a publiccorporation of the State of California(hereinreferredto as “AUTHORITY’) and the CITY OF NEWPORT BEACH 20 (hereinafterreferredto as “CITY”) each individuallyknown as “Party”and collectivelyknown as the Parties”.
RECITALS:
WHEREAS, the Newport TransportationCenter (hereinafterreferredto as “NTC”) islocatedat 1550 Avocado Avenue, Newport Beach; and
WHEREAS, the NTC isowned and operated by AUTHORITY and serves as a key regionaltransit hub providingconnections to destinationsthroughout Orange County; and WHEREAS, the existingNTC sitewas acquired through a conveyance from The IrvineCompany and developed with Federal TransitAdministration(hereinafterreferredto as “FTA”) funding,and is thereforesubjectto federalinterestand use restrictionsapplicableto federallyfunded transitfacilities; and
WHEREAS, on June 10, 2025, the CITY’S CityCouncil directeditsstaff toexplore relocatingFire Station No. 3, located at 868 Santa Barbara Drive, Newport Beach, to the current NTC site;and WHEREAS, on June 26, 2025, the CITY requested AUTHORITY’S assistance inevaluatingthe feasibilityof relocatingthe NTC to 3848 Campus Drive,Newport Beach; and Last Rev: 4/25/2022
ATTACHMENT A
12-4
WHEREAS, on August 5, 2025, the AUTHORITY requested informationregarding CITY’S site selectioncriteriaand supportingdocumentation; and
WHEREAS, the Parties have determined that a relocation feasibilitystudy evaluatingmultiple sites(hereinafterreferredto as “PROJECT’) isnecessary to address the operationalfeasibility,ridership demand, environmental and regulatorycompliance, and cost-sharingconsiderationsbeforeadvancing any relocationefforts;and
WHEREAS, the AUTHORITY has agreed to contractdirectlywith a professional services consultantforPROJECT and CITY has agreed to reimburse AUTHORITY forfiftypercent of the costs associated with the PROJECT; and
WHEREAS, the Partiesagree thisstudyisnota decision-makingdocument and the outcome will requireadditionalanalysisina subsequent phase; and
WHEREAS, thisCooperativeAgreement was approved by the AUTHORITY’S Board of Directors on October 27, 2025; and
WHEREAS, thisCooperativeAgreement was approved by the CITY’s CityCouncil on November 18, 2025; and
WHEREAS, the Partiesagree to provideperiodicupdates on the PROJECT to theirrespective governing bodies; and
NOW, THEREFORE, itismutuallyunderstoodand agreed by AUTHORITY and CITY as follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Agreement, includingany attachments incorporatedherein and made applicableby reference,constitutesthe complete and exclusive statement of the term(s) and conditions(s)of this Agreement between AUTHORITY and CITY and itsupersedes allpriorrepresentations,understandings, and communications. The invalidityinwhole or inpartof any term or conditionof thisAgreement shall not affectthe validityof otherterm(s)or conditions(s)of thisAgreement. The above referenced Recitals are trueand correctand are incorporatedby reference herein.
B. AUTHORITY’S failure toinsiston any instance(s)of CITY’S performance of any term(s)or condition(s)of thisAgreement shallnot be construed as a waiver or relinquishment of AUTHORITY’S
12-5
rightto such performance or tofutureperformance ofsuch term(s)or condition(s),and CITY'S obligation in respect thereto shallcontinue in fullforce and effect.Changes to any portionofthisAgreement shall not be binding upon AUTHORITY except when specificallyconfirmed in writingby an authorized representativeof AUTHORITY by way of a writtenamendment to this Agreement and issued in accordance with the provisionsofthisAgreement.
C. CITY’S failure toinsiston any instance(s)of AUTHORITY’S performance of any term(s)or condition(s)ofthisAgreement shallnot be construed as a waiver orrelinquishmentofCITY’S righttosuch performance or to futureperformance of such term(s)or condition(s),and AUTHORITY’S obligationin respect theretoshallcontinue in fullforce and effect.Changes to any portionofthisAgreement shallnot be bindingupon CITY except when specificallyconfirmed inwritingby an authorizedrepresentativeof CITY by way of a writtenamendment to thisAgreement and issued inaccordance withthe provisionsof thisAgreement.
ARTICLE 2. SCOPE OF AGREEMENT
This Agreement specifiesthe roles and responsibilitiesof the Partiesas they pertainto the subjectsand projectsaddressed herein. Both AUTHORITY and CITY agree thateach willcooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements thatmay be requiredto facilitatepurposes thereof.The Partiesagree tocoordinateregularly through jointprogress meetings and exchange oftechnicalinformationnecessary to ensure alignmentof PROJECT objectives,schedule, and deliverables.
ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
AUTHORITY agrees to the followingresponsibilitiesfor PROJECT:
A. To serve as the contracting and administrativelead for the procurement of professional servicesand allprofessionalagreements relatedtothe PROJECT.
B. To provideoverallprojectmanagement forthe PROJECT.
C. To provide technicaloversight,guidance, and data relatedto transitoperations,ridership patterns,mobilitytrends,equityconsiderations,and other relevantareas ofAUTHORITY’S expertise.
D. To ensure the PROJECT is conducted in compliance with applicable FTA regulations
12-6
governing disposition,relocation,and continueduse of federallyfunded assets.
E. To providetechnicalguidance relatedto the PROJECT as itpertainsto federalinterestinthe propertyand the AUTHORITY’S obligationsto comply with applicablefederaland stateregulations.
F. To coordinate with CITY and local,regional,state,and federalstakeholders as appropriate including,but not limitedto,the FTA, CaliforniaCoastal Commission, The IrvineCompany, and others.
G. To fund up to an amount not-to-exceedTwo Hundred and FiftyThousand Dollars($250,000) for costs associated with the PRCJECT.
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the followingresponsibilitiesforPRCJECT; A. To designate a representativeto serve on the selectioncommittee forthe procurement of professionalconsultantservices.
B. To reimburse AUTHCRITY up to an amount not-to-exceed Two Hundred and FiftyThousand Dollars($250,000)forcostsassociatedwiththe PRCJECT.
C. To pay AUTHCRITY within30 business days afterreceiptof an executed consultant contract forcosts associated with CITY’S portionof the PRCJECT.
D. To provideAUTHCRITY with data and documentation relatedtoCITY’S siteselectionanalysis and fireresponse trends to provide justification,purpose, and need forthe PRCJECT and subsequent consultation with the FTA.
E. To provide applicableland use, zoning, environmental,and development data necessary to evaluate potentialNTC relocationsites.
F. To provide technicalguidance relatedto land use, development plans, and other applicable areas of CITY’S expertise.
G. To assist AUTHCRITY, as requested, in providing data or local approvals necessary to support AUTHCRITY’s compliance with FTA property disposition and environmental review requirements.
H. To coordinate with AUTHCRITY and local stakeholders as appropriate including,but not limitedto,entitiessuch as the Newport Beach FireDepartment, The IrvineCompany, and others.
12-7
ARTICLE 5. DELEGATED AUTHORITY
The actions requiredto be taken by CITY inthe implementation of thisAgreement are delegated to itsCity Manager, or designee, and the actions required to be taken by AUTHORITY in the implementation of thisAgreement are delegated to AUTHORITY’S Chief ExecutiveOfficeror designee.
ARTICLE 6. MAXIMUM OBLIGATION
Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutuallyagree thatPROJECT’S totalmaximum costshallbe FiveHundred Thousand Dollars($500,000) and that the Parties shall splitthe cost equally.AUTHORITY’S and CITY’S respective maximum cumulative payment obligationhereunder shallbe Two Hundred and FiftyThousand Dollars($250,000), unless agreed to and amended by both Parties.
ARTICLE 7. AUDIT AND INSPECTION
AUTHORITY and CITY shallmaintain a complete set of records in accordance with generally accepted accounting principles,
representativesofthe AUTHORITY to inspectand auditallwork, materials,payroll,books, accounts, and other data and records of CITY for a period of four(4) years afterfinalpayment, or untilany on-going Upon reasonable notice, CITY shall permit the authorized audit iscompleted. For purposes of audit,the date of completion of thisAgreement shallbe the date of CITY’S payment of AUTHORITY’S finalbilling(so noted on the invoice) under this Agreement.
AUTHORITY shallhave the rightto reproduce any such books, records, and accounts. The above provisionwith respect to auditsshallextend to and/or be included in contracts with CITY’S contractor.
ARTICLE 8. INDEMNIFICATION
A. To the fullestextent permitted by law, CITY shalldefend (atCITY’S sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect,and hold harmless AUTHORITY, itsofficers,directors,employees, and agents (collectivelythe “IndemnifiedParties”),from and against any and allliabilities,actions,suits,claims,demands, losses,costs,judgments, arbitration awards, settlements, damages, demands, orders, penalties,and expenses includinglegal costs and attorney fees(collectively“Claims”),includingbut not limitedto Claims arisingfrom injuries toor death of persons (CITY’S employees included),fordamage toproperty,includingpropertyowned by AUTHORITY,
12-8
or from any violationof any federal,state, or locallaw or ordinance,by the negligentacts,omissions or willfulmisconduct of CITY, itsofficers,directors,employees or agents inconnectionwith orarisingout of the performance ofthisAgreement.
B. To the fullestextent permittedby law,AUTHORITY shalldefend (atAUTHORITY’S sole cost and expense with legalcounsel reasonably acceptable to CITY), indemnify,protect,and hold harmless CITY, itsofficers,directors,employees, and agents (collectivelythe “IndemnifiedParties”),from and against any and allliabilities,actions, suits,claims, demands, losses, costs,judgments, arbitration awards, settlements,damages, demands, orders, penalties,and expenses includinglegalcosts and attorney fees(collectively“Claims”),includingbut not limitedto Claims arisingfrom injuries toor death of persons (AUTHORITY’S employees included),fordamage toproperty, includingpropertyowned by CITY, or from any violationof any federal,state, or locallaw or ordinance,by the negligentacts,omissions or willfulmisconduct ofAUTHORITY, itsofficers,directors,employees oragents inconnectionwith orarising out ofthe performance ofthisAgreement.
C. The indemnificationand defense obligationsof thisAgreement shallsurviveitsexpirationor termination.
ARTICLE 9. ADDITIONAL PROVISIONS
A. Term ofAgreement: This Agreement shallbe effectiveon 20 ,and shall be in full forceand effectfor15 months through 20 .
B. Termination:Inthe event eitherParty defaultsinthe performance of theirobligationsunder thisAgreement or breaches any of the provisionsofthisAgreement, the non-defaultingParty shallhave the optionto terminatethisAgreement upon thirty(30) days' priorwrittennoticeto the other Party.
C. Termination forConvenience: EitherParty may terminatethisAgreement foritsconvenience by providingthirty(30) days' priorwrittennotice of its intent to terminate for convenience to the other Party.
D. AUTHORITY and CITY shallcomply withallapplicablefederal,state,and locallaws, statues. ordinances and regulationsof any governmental authorityhaving jurisdictionover the PROJECT.
E. Legal Authority: AUTHORITY and CITY hereto consent thatthey are authorized to execute
12-9
thisAgreement on behalfof said Partiesand that,by so executing thisAgreement, the Partieshereto are formallybound to the provisionsofthisAgreement.
F. Severability:Ifany term, provision,covenant or conditionof thisAgreement is held to be invalid,void or otherwise unenforceable, to any extent, by any court of competent jurisdiction,the remainder of thisAgreement shallnot be affectedthereby, and each term, provision,covenant or conditionofthisAgreement shallbe validand enforceableto the fullestextentpermittedby law.
G. Counterparts of Agreement: This Agreement may be executed and deliveredinany number of counterparts,each ofwhich, when executed and deliveredshallbe deemed an originaland allofwhich togethershallconstitutethe same agreement. Facsimile signatureswillbe permitted.
H. Force Maieure: Either Party shall be excused from performing itsobligationsunder this Agreement during the time and to the extent that itis prevented from performing by an unforeseeable cause beyond its control,including but not limitedto; any incidence of fire,flood; acts of God; commandeering ofmaterial,products,plants orfacilitiesby thefederal,stateor localgovernment; national fuelshortage;or a materialact or omission by the other Party;when satisfactoryevidence of such cause ispresented to the other Party,and provided furtherthatsuch nonperformance isunforeseeable,beyond the controland isnot due to the faultor negligence of the Party not performing.
I. Assignment: NeitherthisAgreement, nor any of the Parties’rights,obligations,duties,or authorityhereunder may be assigned inwhole or inpartby eitherParty withoutthe priorwrittenconsent of the other Party in itssole and absolute discretion.Any such attempt of assignment shallbe deemed void and of force and effect. Consent tono one
assignment shallnot be deemed consent to any subsequent assignment, nor the waiver of any rightto consent to such subsequent assignment.
J. Governing Law: The laws of the State of California and applicable localand federal laws, regulationsand guidelinesshallgovern thisAgreement.
K. Litigationfees: Should litigationariseout of thisAgreement forthe performance thereof,the courtshallaward costs and expenses, includingattorney’sfees,to the prevailingparty.
L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
12-10
Agreement are to be directedas follows:
To CITY To AUTHORITY;
Cityof Newport Beach Orange County TransportationAuthority 100 Civic Center Drive 550 South Main Street
Newport Beach, CA 92660 P. O. Box 14184
Orange, CA 92863-1584
Attention; CA’s nameAttention; Seimone Jurjis
Title:AssistantCityManager
Phone: 949-644-3001
Email:[email protected]
Title;
Phone; (714) 560-XXXX
Email;[email protected]
M. Federal Terms and Conditions: This Agreement isfunded inwhole, or in part,with federal funds. XXXXX shallcomply with allapplicablerequirements, terms, and conditionsrequired by federal law, regulation,directive,or policy,including,but not limitedto,those required by the United States Department of Transportation; the Uniform AdministrativeRequirements, Cost Principles,and Audit Requirements forFederal Awards, Title2 of the Code of Federal Regulations Part200; and the Required ,which isattachedheretoand made partofthisAgreement. CITY shallensure compliance withthese requirements by allsubcontractorsat any tier.
Federal Clauses set forth in Exhibit
\
12-11
IN WITNESS WHEREOF, the Parties hereto have caused thisAgreement No. C-X-XXXX to be executed as ofthe date of the lastsignaturebelow.
CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY By: By:
Joe Stapleton
Mayor
Darrell E. Johnson
Chief Executive Officer
ATTEST; APPROVED AS TO FORM:
By: By:
Lena Shumway
CityClerk
James M. Donich
General Counsel
APPROVED AS TO FORM APPROVAL RECOMMENDED:
HAaronC.Ha
CityAttorney
By: By:an
Rose Casey
Executive Director,PlanningA?
12-12