HomeMy WebLinkAboutItem 20 - Memorandum of Understanding of the Master Plan of Arterial Highways AmendmentPublic Works Agency
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Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 1, 2025
TOPIC: Memorandum of Understanding for the Master Plan of Arterial Highways
Amendment and Irvine Business Complex Agreement Amendment
AGENDA TITLE
Memorandum of Understanding of the Master Plan of Arterial Highways Amendment
with the Orange County Transportation Authority and the City of Irvine and the Irvine
Business Complex Agreement Amendment
RECOMMENDED ACTION
1. Approve a memorandum of understanding for the Master Plan of Arterial
Highways Amendment with the Orange County Transportation Authority and the
City of Irvine (Agreement No. A-2025-XXX).
2. Approve an Amendment to the Irvine Business Complex Agreement (Agreement
No. A-2025-XXX).
GOVERNMENT CODE §84308 APPLIES: No
DISCUSSION
Background
The Master Plan of Arterial Highways (MPAH) is a countywide roadway network
designed to manage, improve, and support regional mobility and is managed by the
Orange County Transportation Authority (OCTA). Established in 1956, the MPAH was
created to complement the county's developing freeway system and has evolved into a
critical element of Orange County's long-range transportation policy. Cities must adhere
to the MPAH in order to remain eligible for Measure M2 funding. When a local agency
proposes changes to the MPAH, coordination and consensus among the affected cities
is required.
Over the years, the MPAH has played a crucial role in shaping the county's
transportation infrastructure, ensuring a coordinated effort between OCTA and the cities
within Orange County. The primary goal of the MPAH is to outline a regional arterial
highway system that supports existing and future land uses, ensuring that roads are
designed to accommodate projected traffic volumes. It aims to provide a circulation
system that complements the county's freeway network, focusing on the efficient
Memorandum of Understanding for the Master Plan of Arterial Highways Amendment and
Irvine Business Complex Agreement Amendment
July 1, 2025
Page 2
movement of people and goods. Amendments to the MPAH typically change the traffic
capacity of roadways and may result in traffic impacts on other roadways. Amendments
to the MPAH must include mitigation and be agreed to by OCTA, the City requesting
amendment, and affected Cities.
In 1992, the Cities of Santa Ana and Irvine entered into an agreement entitled
"Implementation of Roadway and Interchange Mitigation Program" to jointly share in the
responsibilities of road improvements resulting from new development around the
boundaries of both cities. In 2011, both cities executed a restatement of the agreement
incorporating the City of Irvine's Irvine Business Complex (IBC) general plan
amendment. Via the 2011 restatement, a number of major improvement projects were
identified and development thresholds and fair share contributions were established.
Notably, IBC development would be capped at 51 million square feet of office space
equivalency until both the proposed Alton Avenue freeway overcrossing project and the
Dyer Road widening projects are completed (39.8 million square feet of office space
equivalency has been built).
As part of the City of Irvine's recent efforts to transform the Irvine Business Complex
(IBC) from an area dedicated primarily to office, industrial, and commercial uses into a
fully integrated mixed -use business and residential community, the City of Irvine (Irvine)
updated its IBC Vision Plan, including the 2018 Traffic Study Update. In June 2019, the
study recommended amending the MPAH and eliminating the proposed widening of
Red Hill Avenue from four to six lanes between MacArthur Boulevard and Main Street.
As a result, corresponding mitigation obligations in the City of Santa Ana were identified
as a responsibility of the City of Irvine.
On April 19, 2022, City of Santa Ana adopted its General Plan Update (GPU). As part of
the GPU, a traffic operation study, separate from the California Environmental Quality
Act (CEQA) process, was conducted. This traffic study identified traffic operational
impacts and improvement mitigations at locations within the City of Irvine. As a result,
corresponding mitigation obligations in the City of Irvine were identified as a
responsibility of the City of Santa Ana.
Prior Council Action
At the April 16, 2024 City Council meeting, Staff recommended a Memorandum of
Understanding (MOU) with Irvine and OCTA regarding the proposed MPAH changes
resulting from the IBC plan updates for consideration. The proposed MOU was not
approved by Council. At the meeting, City Council expressed concerns with proposed
traffic mitigations, specifically the fair share contributions and proposed traffic
infrastructure improvement. In response to City Council concerns, staff reinitiated
negotiations with Irvine and OCTA to further discuss and refine the proposed
recommendations in the MOU. In these new negotiations, Staff proposed a broader
Memorandum of Understanding for the Master Plan of Arterial Highways Amendment and
Irvine Business Complex Agreement Amendment
July 1, 2025
Page 3
discussion to include unresolved mitigations resulting from the City of Santa Ana's
General Plan update with the goal of obtaining the best overall outcomes for Santa Ana.
City of Irvine and OCTA Memorandum of Understanding
The City of Irvine proposes to reduce Red Hill Avenue between MacArthur Boulevard
and Main Street from a six -lane divided highway to a four -lane divided highway as part
of the IBC Vision Plan and prepared an associated traffic study. Among other things,
the traffic analyzes cross -jurisdictional impacts, mitigations, and fair share values.
Staff has reviewed the study and fair share amounts and found that the calculations are
accurate and in line with standard transportation norms. Staff finds that the proposed
fair share amounts resulting from the IBC Vision Plan update are confirmed to be
accurate and correct.
As part of the negotiations with Irvine and OCTA, alternate traffic improvements from
the ones originally proposed in the study were discussed. Staff proposed selecting the
following two intersections from the City's traffic signal priority list for mitigation
improvements:
Flower Street at Segerstrom Avenue, and
Flower Street at MacArthur Boulevard.
Prior city traffic study assessments identified the need for left -turn arrows at both of
these intersections' traffic signals. To date, these locations are on the City's traffic signal
priority list. Understanding the need for improvements at these two intersections, Irvine
and OCTA agreed that the fair share funds identified in the MOU will go towards funding
these locally preferred improvements to install left turn arrows at both locations.
With the approval of the MOU, the City of Irvine will provide the City of Santa Ana fair
share funding for Flower Street at Segerstrom Avenue in the amount of $37,224 and
fair share funding for Flower Street at MacArthur Boulevard in the amount of $45,070.
These fair share funds will be leveraged with existing Council approved funds to
construct the improvements.
Both projects are identified in the City's Capital Improvement Program (CIP). The
Flower at Segerstrom project is fully funded and will be in bid phase this month. The
Flower at MacArthur intersection was recently approved by Council and staff has
commenced on the design phase.
Staff recommends approval of the Memorandum of Understanding with Irvine and
OCTA (Exhibit 1).
Memorandum of Understanding for the Master Plan of Arterial Highways Amendment and
Irvine Business Complex Agreement Amendment
July 1, 2025
Page 4
Amendment to IBC Agreement (City of Irvine and City of Santa Ana Agreement)
The existing agreement between the cities of Irvine and Santa Ana related to the IBC
identifies four mitigation projects to be funded as follows:
Existing Agreement
Project
Santa Ana Share
Irvine Share
Red Hill Ave. & Alton Parkway Intersection
50%
50%
Dyer Rd: SR-55 to Red Hill Ave.
0%
100%
Alton Parkway SR-55 Overcrossin
50%
50%
Von Karman Ave. & Barranca Parkway
Intersection
14%
86%
The City of Santa Ana's GPU traffic study identified significant traffic congestion on the
segment of Dyer Road between the SR-55 and Red Hill Ave. To account for the
mitigation requirements subsequently identified in the City of Santa Ana's GPU traffic
study, the proposed amendment to the IBC agreement will reduce the City of Irvine's
fair share from their original 100%. Staff has negotiated with the City of Irvine for Santa
Ana to contribute a maximum of 23% fair share toward the project and, in return, the
City of Irvine has agreed to eliminate the City of Santa Ana's responsibility for fair share
contributions (14%) to the intersection of Von Karman Avenue and Barranca Parkway
project located within Irvine.
Staff recommends moving forward with improvements to Dyer Road and City Council
has approved Resolutions to apply for grant funding. Grant funding for the design phase
of Santa Ana's share of Dyer Road Improvements has been secured and additional
grant funding will be pursued for future phases such that the actual amounts contributed
by Santa Ana from local funds for the project will be significantly reduced.
The following lists the traffic improvement mitigation projects and the respective fair share
contributions for each in the proposed agreement:
Proposed Agreement
Project
Santa Ana Share
Irvine Share
Red Hill Ave. & Alton Parkway Intersection
50%
50%
No change)
Dyer Rd: SR-55 to Red Hill Ave.
23%
77%
Alton Parkway SR-55 Overcrossing
50%
50%
No change)
Von Karman Ave. & Barranca Parkway
0%
100%
Intersection
It is worth noting that at this time there is no determination of when or if the IBC
thresholds required for the City of Irvine's fair share to be triggered for the Alton
Memorandum of Understanding for the Master Plan of Arterial Highways Amendment and
Irvine Business Complex Agreement Amendment
July 1, 2025
Page 5
Overcrossing and Dyer Road projects will be met. As part of this proposed agreement,
the City of Irvine will contribute their fair share towards the Dyer Road project prior to
thresholds being triggered.
Staff recommends approval of the amendment to the IBC Agreement with City of Irvine
(Exhibit 2).
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The two traffic signal improvements identified in the proposed MOU have been
identified in the City's Capital Improvement Program. At the time of construction
contract award, Staff will present recommendations to receive and appropriate the City
of Irvine fair share amounts for the projects.
The projects identified in the proposed IBC amendment will be programmed into a
future CIP and funded accordingly. At the time of design, right of way, and construction
contract awards, Staff will present recommendations to receive and appropriate the City
of Irvine fair share amounts for the projects. There is no fiscal impact at this time.
EXHIBIT(S)
1. Memorandum of Understanding
2. Irvine Business Complex Agreement Amendment
Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency
Approved By: Alvaro Nunez, City Manager
EXHIBIT 1
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MEMORANDUM OF UNDERSTANDING NO. C-3-2925
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
THE CITY OF IRVINE AND CITY OF SANTA ANA
FOR
AMENDMENT OF THE MASTER PLAN OF ARTERIAL HIGHWAYS
The following Memorandum of Understanding ("MOU") is effective this day of
, 2025 ("Effective Date"), by and between the Orange County Transportation Authority,
550 South Main Street, P.O. Box 14184, Orange, California 92863-1584 (hereinafter referred to as
"AUTHORITY'), and the City of Irvine and City of Santa Ana, a municipal corporations duly organized
and existing under the constitution and laws of the State of California (hereinafter collectively referred to
as "CITIES" and individually as "CITY'). AUTHORITY and each CITY are sometimes referred to
collectively in this MOU as the "PARTIES' and individually as "PARTY."
RECITALS
WHEREAS, AUTHORITY administers the Master Plan of Arterial Highways (hereinafter referred
to as "MPAH") including the review and approval of amendments requested by local agencies; and
WHEREAS, the CITY of Irvine has requested an amendment to the MPAH as set forth in
Exhibit A, entitled "Amendment to the MPAH", to reclassify Red Hill Avenue, between MacArthur
Boulevard and Main Street, from a major (six -lane, divided) to a primary (four -lane, divided) arterial
(hereinafter referred to as the "Amendment to the MPAH"); and
WHEREAS, traffic analysis conducted as part of the MPAH amendment process determined that
the Amendment to the MPAH would result in projected changes to future traffic patterns; and
WHEREAS, CITIES have established Level of Service (LOS) "D" as their minimum acceptable
LOS and an appreciable impact is defined as an increase in Intersection Capacity Utilization ("ICU") of
0.01, or otherwise adopted by the respective CITY, for intersections currently operating at an
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unacceptable level of service; and
WHEREAS, these projected changes in future traffic patterns results in a determination that
appreciable impacts may occur in the at the intersections of Flower Street/MacArthur Boulevard and
Flower Street/Segerstrom Avenue, where both intersections are located in the City of Santa Ana; and
WHEREAS, improvements identified to mitigate appreciable impacts at the two intersections will
be fully mitigated by adding an eastbound right turn lane at the intersection of Flower Street and
MacArthur Boulevard and adding a westbound right turn lane at the intersection of Flower Street and
Segerstrom Avenue; and
WHEREAS, Exhibit B, entitled "Summary of MPAH Amendment Appreciable Impacts and Traffic
Share", provides a summary of the appreciable impacts occurring at intersections as a result of the
Amendment to the MPAH; and
WHEREAS, the CITY of Irvine may not utilize Measure M2 competitive funds on intersection
improvements and mitigation request related to the MPAH reclassification; and
WHEREAS, the City of Irvine must amend their respective General Plans and comply with the
California Environmental Quality Act (CEQA) to finalize the Red Hill Avenue amendment per the
Guidance to the Master Plan of Arterial Highways; and
WHEREAS, the City of Santa Ana is the Affected Agency, having appreciable impacts occurring
within the jurisdictions as a result of the City of Irvine's Amendment to the MPAH; and
WHEREAS, the Affected Agency have reviewed and provided letters of support for the
City of Irvine's Amendment to the MPAH; and
WHEREAS, AUTHORITY's Board of Directors (Board) approved this Amendment to the MPAH,
subject to authorized negotiation and execution of an MOU with the cities of Irvine and Santa Ana for
mitigation improvements on April 10, 2023. Exhibit C, entitled "Amendment to the Master Plan of Arterial
Highways Staff Report to the OCTA Board of Directors dated April 10, 2023" to this MOU contains the
background for the Amendment to the MPAH, as it is the Staff Report approved by the AUTHORITY's
Regional Transportation Committee on April 3, 2023, and by the AUTHORITY's Board April 10, 2023;
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WHEREAS, all PARTIES wish to enter an MOU to identify the roles, responsibilities, and
commitments of the PARTIES in processing the Amendment to the MPAH and mitigating the related
appreciable impacts;
NOW, THEREFORE, it is mutually understood and agreed by the PARTIES as follows:
ARTICLE 1. COMPLETE AGREEMENT:
A. This MOU, including all exhibits and documents incorporated herein and made applicable
by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of the
MOU between the PARTIES concerning the Amendment to the MPAH and supersedes all prior
representations, understandings and communications concerning the same subject matter between the
PARTIES. The invalidity, in whole or part, of any term or condition of this MOU shall not affect the validity
of other term(s) or condition(s) of this MOU. The above referenced recitals are true and correct and are
incorporated by reference herein.
B. Any PARTY's failure to insist on any instance(s) of performance of any term(s) or
condition(s) of this MOU shall not be construed as a waiver or relinquishment of rights to such
performance or to future performance of such term(s) or condition(s), and obligations in respect thereto
shall continue in full force and effect.
ARTICLE 2. MUTUAL RESPONSIBILITIES OF ALL PARTIES:
A. Each PARTY to this MOU agrees to cooperate and coordinate with the other PARTIES to
this MOU and including, but not limited to their respective staff, contractors, consultants, and vendors in
providing services required under this MOU to the extent practicable.
B. All PARTIES to this MOU agree to work diligently together, and in good faith, toward the
resolution of any unforeseen issues and disputes arising out of the performance of this MOU.
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ARTICLE 3. RESPONSIBILITIES OF AUTHORITY:
AUTHORITY agrees to the following responsibilities:
A. AUTHORITY shall administer the MPAH, including updating the MPAH to reflect the
Amendment to the MPAH upon fulfillment of the following conditions:
1. Conditional approval of the Amendment to the MPAH by the AUTHORITY's Board.
Approval of the Amendment to the MPAH by the AUTHORITY's Board will not
become final until conditions 2 and 3 below have been satisfied.
2. Receipt of an original, fully executed MOU (signed by all PARTIES);
3. Receipt of documentation that that the City of Irvine has amended their General Plan
to reflect the Amendment to the MPAH;
B. AUTHORITY shall file a Notice of Exemption from the provisions of CEQA in support of
the amendment to the MPAH.
ARTICLE 4. RESPONSIBILITIES OF CITY OF IRVINE:
The City of Irvine agrees to the following responsibilities:
A. The City of Irvine acknowledges that the AUTHORITY has determined the Amendment
to the MPAH is exempt from CEQA, and that the AUTHORITY has caused a Noticed of Exemption to be
filed, posted, and recorded.
B. The City of Irvine shall amend the Circulation Element of its General Plan to reflect the
Amendment to the MPAH, and in doing so, shall comply with the requirements of the CEQA.
C. The City of Irvine shall provide fair -share funding to the City of Santa Ana to support the
implementation of the identified mitigations.
D. The preferred improvement is the buyout option, there must be agreement for the
alternative amongst the appropriate jurisdictions. At the time of the buyout, the City of Irvine shall
incorporate cost changes, which may include cost changes based on the California Construction Cost
Index.
E. The proposed recommended mitigation measures are intended to bring the deficient
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intersections to a LOS that is at least equivalent to the pre -amendment forecasted LOS of E or better at
the following intersections:
1. MacArthur Boulevard at Flower Street: The City of Santa Ana shall add a westbound
right -turn lane on MacArthur Boulevard. The City of Santa Ana shall not reduce the
existing westbound lane configuration when implementing the recommended
improvements. The westbound approach lane configuration shall remain as one left
lane, two thru lanes, and one thru-right lane.
2. Segerstrom Avenue at Flower Street: The City of Santa Ana shall add an eastbound
right -turn lane on Segerstrom Avenue. The City of Santa Ana shall not reduce the
existing eastbound lane configuration when implementing the recommended
improvements. The eastbound approach lane configuration shall remain as one left
lane, one thru lane, and one thru-right lane.
F. The CITIES enters into this MOU in order for the above mitigation measures to be
implemented.
G. The CITY of Irvine shall fund mitigation improvements for the intersection impacts in the
CITY of Santa Ana due to the amendment to the MPAH. The City of Irvine's funding share is included in
Exhibit D, entitled "Impacted Intersections Share Cost Allocation". Proposed mitigation improvements and
the estimated costs for the proposed mitigation improvements are included in
Exhibit D. The preferred improvement is the buyout option, there must be agreement for the alternative
amongst the appropriate jurisdictions. At the time of the buyout, the CITY of Irvine shall incorporate any
cost changes, which may include cost changes based on the California Construction Cost Index or the
County of Orange's assessment of land value, to their fair funding contribution to the CITY of Santa Ana.
ARTICLE 5. RESPONSIBILITIES OF THE CITY OF SANTA ANA:
The CITY of Santa Ana agrees to the following responsibilities:
A. CITY of Santa Ana enters into this MOU to implement mitigation improvement at the
following two intersections:
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1. Flower Street and MacArthur Boulevard intersection — add eastbound right turn lane
2. Flower Street and Segerstrom Avenue intersection — add westbound right turn lane.
B. Widening the roadways are required at both intersections, as listed above. The
improvements are intended to bring the deficient intersections to an LOS that is at least equivalent to the
pre -amendment forecasted LOS of E or better. The improvement is not meant to be prescriptive. If an
alternative improvement, which meets the overall objective of achieving and/or maintaining the
pre -amendment to the MPAH ICU, is identified then that improvement shall be considered acceptable
and shall be implemented as a substituted solution if there is agreement amongst the CITIES.
C. The CITY of Santa Ana should include the mitigation improvements in their next future
CIP with an option to modify any future CIP, as needed.
D. The CITY of Santa Ana shall utilize funding provided by the City of Irvine to support
implementation of the mitigation improvements.
ARTICLE 7. DELEGATED AUTHORITY:
The actions required to be taken by the CITIES in the implementation of this MOU are delegated
to each CITY's City Manager, or designee. Required actions to be taken by the AUTHORITY in the
implementation of this MOU are delegated to AUTHORITY's Chief Executive Officer, or designee.
ARTICLE 8. INDEMNIFICATION:
A. Each PARTY shall indemnify, defend and hold harmless all other PARTIES, and their
respective officers, directors, employees and agents from and against any and all claims (including
attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily
injuries, including death, worker's compensation subrogation claims, or damage to or loss of use of
property, arising from the negligent acts, omissions or willful misconduct by any PARTY, its officers,
directors, employees or agents in connection with or arising out of the performance of this MOU.
B. Indemnification and defense obligations of this MOU shall survive its expiration or
termination.
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ARTICLE 9. ADDITIONAL PROVISIONS
The PARTIES agree to the following:
A. Term of MOU: This MOU shall continue in full force and effect until all terms and
conditions of this MOU are implemented, unless terminated earlier by mutual written consent by all the
PARTIES to this MOU.
B. Termination: In the event any PARTY defaults in the performance of its obligations under
this MOU or breaches any of the provisions of this MOU, the non -defaulting PARTIES shall have the
option to terminate this MOU upon thirty (30) days' prior written notice to the other PARTIES.
C. This MOU may only be amended in writing at any time by the consent of all PARTIES.
No amendment shall have any force or effect unless executed in writing by all PARTIES.
D. PARTIES shall comply with all applicable federal, state, and local laws, statues,
ordinances and regulations in the performance of this MOU.
E. Successors in Interest: This MOU shall be binding upon and shall inure to the benefit of
the PARITIES hereto and their respective heirs, personal representatives, successors, and assigns.
F. Litigation Fees: Should litigation arise out of this MOU for the performance thereof, the
court shall award cost and expenses, including attorney's fees, to the prevailing PARTY.
G. Legal Authority: AUTHORITY and CITIES hereto consent that they are authorized to
execute this MOU on behalf of said PARTIES and that, by so executing this MOU, the PARTIES hereto
are formally bound to the provisions of this MOU.
H. Severability: If any term, provision, covenant or condition of this MOU is held to be invalid,
void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of
this MOU shall not be affected thereby, and each term, provision, covenant or condition of this MOU shall
be valid and enforceable to the fullest extent permitted by law.
I. Counterparts of MOU: This MOU may be executed and delivered in any number of
counterparts, each of which, when executed and delivered shall be deemed an original and all of which
together shall constitute the same agreement. Facsimile signatures will be permitted.
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J. Force Maieure: Any PARTY shall be excused from performing its obligations under this
MOU during the time and to the extent that it is prevented from performing by an unforeseeable cause
beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering
of material, products, plants or facilities by the federal, state or local government; pandemic; national fuel
shortage; or a material act or omission by any other PARTY; when satisfactory evidence of such cause
is presented to the other PARTIES, and provided further that such nonperformance is unforeseeable,
beyond the control and is not due to the fault or negligence of the PARTY not performing.
K. Assignment: Neither this MOU, nor any PARTY's rights, obligations, duties, or authority
hereunder may be assigned in whole or in part by any PARTY without the prior written consent of all other
PARTIES in their sole and absolute discretion. Any such attempted assignment shall be deemed void
and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent
assignment, nor the waiver of any right to consent to such subsequent assignment.
L. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to
authorize or require any PARTY to issue bonds, notes or other evidence of indebtedness under terms, in
amounts, or for purposes other than as authorized by local, state or federal law.
M. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this MOU.
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N. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this
MOU are to be directed as follows:
To CITY OF IRVINE:
To AUTHORITY:
City of Irvine
Orange County Transportation Authority
1 Civic Center Plaza
550 South Main Street
Irvine, CA 92606
P. O. Box 14184
Orange, CA 92863-1584
Attention: Oliver C. Chi
Attention: Luis Martinez
City Manager
Senior Contract Administrator
Tel: (949) 724-6246
Tel: (714) 560-5767
Email: cm(cDcityofirvine.org
Email: Imartinez1(@octa.net
With a copy that shall not constitute Notice to:
Cc: Ivy Hang
Senior Transportation Analyst
Tel: (714) 560-5684
Email: ihang(@octa.net
To CITY OF SANTA ANA:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attention: Alvaro Nunez
City Manager
Tel: (714) 647-5200
Email: thatchCasanta-ana.org
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O. Successors and Assigns: The provisions of this MOU shall bind and inure to the benefit
of each of PARTY hereto, and all successors or assigns of any PARTY hereto.
This MOU shall continue in full force and effect until all terms and conditions of this MOU are
implemented, unless terminated earlier by written consent of all the PARTIES.
The above understandings are a guide to the intent and policies of the PARTIES to this MOU.
This MOU shall be effective upon execution by all PARTIES.
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IN WITNESS WHEREOF, the PARTIES hereto have caused this Memorandum of Understanding
No. C-3-2925 to be executed on the date first written above.
CITY OF IRVINE ORANGE COUNTY TRANSPORTATION AUTHORITY
in
Oliver C. Chi
City Manager
ATTEST:
Bv:
Carl Petersen
City Clerk
APPROVED AS TO FORM:
By:
Jeff Melching
City Attorney
APPROVAL RECOMMENDED:
N a b i I Saba Date: 202 05 05 11 35:06 Sala
0'00'
By:
Nabil Saba
Executive Director, Public Works Agency
Bv:
Darrell E. Johnson
Chief Executive Officer
APPROVED AS TO FORM:
Bv:
Bv:
James Donich
General Counsel
Kia Mortazavi
Executive Director, Planning
11
MEMORANDUM OF UNDERSTANDING NO. C-3-2925
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IN WITNESS WHEREOF, the PARTIES hereto have caused this Memorandum of Understanding
No. C-3-2925 to be executed on the date first written above.
CITY OF SANTA ANA
in
Alvaro Nunez
City Manager
ATTEST:
Bv:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
i
By:
Jonathan T. Martinez
Assistant City Attorney
APPROVAL RECOMMENDED:
Digitally signed by Nabil Saba
Nabil Saba Date: 2025.05.05 11:33:19
-07'00'
By:
Nabil Saba
Executive Director, Public Works Agency
im
MEMORANDUM OF UNDERSTANDING NO. C-3-2925
OCTA
EXHIBIT A: AMENDMENT TO THE MPAH
(letter from city)
MEMORANDUM OF UNDERSTANDING NO. C-3-2925
OCTA
EXHIBIT B: SUMMARY OF MPAH AMENDMENT
APPRECIABLE IMPACTS AND TRAFFIC SHARE
Source: IBC Vision Plan 2018 Traffic Study Update Alternative Analysis, Final, June 2019
* Fair -share percentage is shown for informational and comparison purposes only.
MEMORANDUM OF UNDERSTANDING NO. C-3-2925
OCTA
EXHIBIT C: Amendment to the Master Plan of Arterial Highways Staff Report to the OCTA Board
of Directors dated April 10, 2023
MEMORANDUM OF UNDERSTANDING NO. C-3-2925
OCTA
EXHIBIT D: Impacted Intersections Share Cost Allocation
The table below identifies mitigation improvements agreed upon by all PARTIES. These improvements
are not meant to be prescriptive. If a PARTY can identify an alternative improvement which meets the
overall objective of achieving and/or maintaining the pre -Amendment to the MPAH ICU, then those
improvements can be considered an acceptable alternatives and implemented as a substitute solution if
agreed upon by the appropriate PARTY(IES).
Flower Street at
Segerstrom
Avenue
(Santa Ana)
Flower Street at
MacArthur
Boulevard
Add Westbound 1 % $3,384,000 x 0.011 =
Right -Turn Lane $3,384,000 1.$37,224
Add Eastbound 0% $4,507,000 x 0.01 =
Right -Turn Lane $4,507,000 1.$45,070
EXHIBIT 2
FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF THE
1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE
THIS FIRST AMENDMENT ("Amendment") to the above -referenced Restatement is
entered into and shall be effective on this day of , 2025 by and
between the City of Santa Ana, hereinafter referred to as "Santa Ana," and the City of
Irvine, hereinafter referred to as "Irvine." Santa Ana and Irvine are collectively referred to
as the "Parties."
_]=iaYrA<.1
A. WHEREAS, on November 24, 1992 the Parties entered into an Agreement entitled
"Implementation of Roadway and Interchange Mitigation Program for EIR 88-ZC-
0087" ("1992 Agreement.").
B. WHEREAS, on July 13, 2010 Irvine certified an Environmental Impact Report for
certain General Plan Amendments and Zone Changes that are collectively known
as the "IBC Vision Plan " That same evening, Irvine approved the General Plan
Amendment for the IBC Vision Plan, and conducted a first reading for the Zone
Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted a second reading
for the Zone Change for the IBC Vision Plan. The IBC Vision Plan is hereinafter
referred to as the "Project." The Project is generally bounded by the former Tustin
Marine Corps Air Station (MCAS) to the north, the San Diego Creek channel to the
east, John Wayne Airport and Campus Drive to the south and State Route 55 (SR-
55) to the west. The Project is bordered by the cities of Newport Beach, Santa Ana,
Costa Mesa and Tustin. The Project includes and/or contemplates (i) an increase in
total units in the Irvine Business Complex ("IBC") from 9,401 units to 15,000 units,
and (ii) a reduction of 2,715,062 square feet of nonresidential development
(measured in office equivalency). In addition, a total of 2,038 density bonus units
could be allowed (and are therefore assumed as part of the Project) in accordance
with state law, resulting in a total of 17,038 units; and
C. WHEREAS, the Project involves the same land area - the IBC - that was the subject
of certain Irvine General Plan Amendment and Irvine Zoning Code Amendments
Page 1 of 4
project, together with a mitigation fee program and an Environmental Impact Report
("IBC EIR"), for which approvals and certifications were completed by 1992
(collectively, the "1992 Entitlements"); and
D. WHEREAS, in connection with the 1992 Entitlements, the Parties entered into the
1992 Agreement, which outlines the Parties' roles and responsibilities in implementing
certain transportation improvements identified in the 1992 Entitlements; and
E. WHEREAS, on March 21, 2011, the Parties entered into an Amendment and
Restatement of the 1992 Agreement ("Restatement") which superseded in its entirety
the 1992 Agreement. A true and correct copy of the Restatement is attached hereto
as Exhibit "A;" and
F. WHEREAS, the Restatement may be amended upon the mutual consent of both
Parties; and
G. WHEREAS, on April 19, 2022, and as contemplated under Section 4 of the
Restatement, Santa Ana conducted a general plan update/amendment which
identified the following two (2) traffic operational improvement projects located in Irvine
or part of Implementation of Roadway and Interchange Mitigation Program for EIR 88-
ZC-0087 (collectively referred to as the "Improvements"):
(1) Dyer/Pullman to Red Hill (widen to 8 lanes from a point commencing just east of
the SR-55 freeway northbound direct connector on -ramp to Redhill-
Dyer/Barranca) (individually referred to as the "Roadway Improvement"); and
(2) Von Karman/Barranca (convert one westbound thru lane into a shared thru-right
lane) (individually referred to as the as the "Von Karman/Barranca
Improvement")
The Parties now wish to amend the Restatement in order to define the Parties'
respective funding responsibilities regarding the Improvements identified in the 2022
general plan update.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties hereby amend the Restatement and agree
as follows:
1. SECTION 2.D., Funding Responsibilities, is hereby amended to include additional
language within this Section 2.D:
Page 2 of 4
(a) Roadway Improvement: Irvine shall be responsible for 77% of the total cost of
this Improvement and Santa Ana shall be responsible for 23% of the total cost
of this Improvement.
(b) Von Karman/Barranca Improvement: Santa Ana shall not be responsible for
any costs of this Improvement, or similar improvement that results in
acceptable Level of Service (LOS) at this location.
2. SECTION 2.E., Lead Agency Responsibilities, the first paragraph only of Section
2.E. is hereby amended in its entirety and replaced with the following language:
"Except as otherwise provided in Section 3 of this Agreement, Santa Ana shall be the
Lead Agency for the Roadway Improvement. All design plans and environmental
documentation for the Roadway Improvement that is prepared by or on behalf of Santa
Ana as Lead Agency shall be subject to approval by Irvine, which approval shall not
be unreasonably withheld or delayed. Santa Ana shall be the Lead Agency with regard
to the Overcrossing Improvement. All alignment and design plans and environmental
documentation for the Overcrossing Improvement that are prepared by or on behalf of
Santa Ana as Lead Agency shall be subject to approval by Irvine, which approval shall
not be unreasonably withheld or delayed.
3. SECTION 2.11-11., Cooperation, is hereby amended in its entirety and replaced with the
following language: "The Parties shall cooperate in the implementation of this
Agreement. In particular, Irvine will: (1) retain the Overcrossing Improvement and the
Roadway Improvement in the County's Master Plan of Arterial Highways (MPAH), (ii)
support Santa Ana in any application for grant funding for any and all Improvements
described in this Restatement, as amended, and (iii) support Santa Ana in requesting
that Orange County Transportation Authority (OCTA) include the Overcrossing
Improvement as part of the SR55 freeway widening project. Similarly, Santa Ana will:
(1) support Irvine in any application for grant funding for the Roadway Improvement.
4. Except as modified by this First Amendment, all terms and conditions of the
Restatement shall remain in full force and effect.
[signatures appear on following page]
Page 3 of 4
CITY OF SANTA ANA:
ATTEST:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
Jonathan T. Martinez
Assistant City Attorney
CITY OF IRVINE:
ATTEST:
Carl Peterson
City Clerk
APPROVED AS TO FORM
In
Jeffrey Melching
City Attorney
CITY OF SANTA ANA
Alvaro Nunez
City Manager
RECOMMENDED FOR APPROVAL
Nabil
Digitally signed by
Nabil Saba
Saba
Date: 2025.05.05
11:31:20-07'00'
Nabil Saba, P.E.
Executive Director
Public Works Agency
CITY OF IRVINE
Oliver C. Chi
City Manager
RECOMMENDED FOR APPROVAL
Luis Estevez
Acting Director
Public Works & Sustainability
Page 4 of 4
EXHIBIT A
Amendment and Restatement of the 1992 Agreement
MAYOR
Miguel A. Pulido
MAYOR PRO TEM
Claudia C. Alvarez
COUNCILMEMBERS
David Benavides
Carlos Bustamante
Michele Martinez
Vincent F. Sarmiento
Sal Tinajero
May 20, 2011
CITY OF SANTA ANA
PUBLIC WORKS AGENCY M-21
P.O. Box 1988
Santa Ana, California 92702
Ms. Shohreh Dupuis
Manager of Transit and Transportation
City of Irvine
P. O. Box 19575
Irvine, CA 92623-9575
Dear Ms Dupuis:
SUBJECT: IBC AGREEMENT AMENDMENT
CITY MANAGER
David N. Ream
CITY ATTORNEY
Joseph W. Fletcher
CLERK OF THE COUNCIL
Maria D. Huizar
Attached is the executed "Amendment to and Restatement of the 1992 Agreement between the Cities of
Santa Ana and Irvine" for the Irvine Business Complex Vision Plan. The agreement was approved by
the Santa Ana City Council on March 21, 2011. We appreciate your cooperation in the preparation and
execution of the agreement. Please contact me at (714) 647-5659 if you have any questions.
Sincerely,
.� ^ems �,
Georg Alvarez
City Engineer
Public Works Agency
Attachment
c: Manuel Gomez, City of Irvine
Raul Godinez, Director of Public Works
V,
A-2011-067
AMENDMENT TO AND RESTATEMENT OF THE
1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE
THIS AGREEMENT ("Agreement") entered into and shall be effective on this 5+-
day of �1� I���a, 2011 by and between the City of Santa Ana, hereinafter referred
to as "Santa Ana," and the City of Irvine, hereinafter referred to as "Irvine." Santa Ana
and Irvine are collectively referred to as the "Parties." This AGREEMENT replaces and
supersedes in its entirety that certain agreement dated November 24, 1992 by and
between the Parties titled "Implementation of Roadway and Interchange Mitigation
Program for EIR 88-ZC-0087" ("1992 Agreement."). A true and correct copy of the
1992 Agreement is attached hereto as Exhibit "A."
RECITALS
- - A-. -- WHEREAS —, on July 131 2010 Irvine certified an Environmental Impact Report for
certain General Plan Amendments and Zone Changes that are collectively
known as the "IBC Vision Plan." That same evening, Irvine approved the
General Plan Amendment for the IBC Vision Plan, and conducted a first reading
for the Zone Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted
a second reading for the Zone Change for the IBC Vision Plan. The IBC Vision
Plan is hereinafter referred to as the "Project." The Project is generally bounded
by the former Tustin Marine Corps Air Station (MCAS) to the north, the San
Diego Creek channel to the east, John Wayne Airport and Campus Drive to the
south and State Route 55 (SR-55) to the west. The Project is bordered by the
cities of Newport Beach, Santa Ana, Costa Mesa and Tustin. The Project
includes and/or contemplates (r) an increase in total units in the Irvine Business
Complex ("IBC') from 9,401 units to 15,000 units, and (ii) a reduction of
2,715,062 square feet of nonresidential development (measured in office
equivalency). In addition, a total of 1,191 density bonus units could be allowed
(and are therefore assumed as part of the Project) in accordance with state law,
resulting in a total of 16,191 units; and
B. WHEREAS, a Traffic Impact Study (TIS) has been prepared for the Project that
identifies Project -related impacts and corresponding pro-rata funding fair -shares
for the following intersections and roadway segment in Santa Ana:
• Bristol Street at Segerstrom Intersection — 12.7%
• Main Street at Dyer Road Intersection — 21 %
• Grand Avenue at Warner Avenue Intersection —15.8%
• MacArthur Boulevard widening from Main Street to SR55 — 31.1 %
Each intersection and roadway segment listed above shall hereinafter be
referred to as "Project.Jmpact" and collectively be referred to as "Project
Impacts," and the corresponding pro-rata funding fair -shares shall hereinafter
be referred to as "Improvement Fair Share Contributions"; and
--- ---C. WHEREAS, Santa Ana -currently -has no fee -program designed to collect -fees for - - —
the mitigation of any of the Project Impacts; and
D. WHEREAS, the Project involves the same land area — the IBC — that was the
subject of certain Irvine General Plan Amendment and Irvine Zoning Code
Amendments project, together with a mitigation fee program and an
Environmental Impact Report ("IBC ElR"), for which approvals and certifications
were completed by 1992 (collectively, the "1992 Entitlements"); and
E. WHEREAS, in connection with the 1992 Entitlements, the Parties entered into
the 1992 Agreement, which outlines the Parties' roles and responsibilities in
implementing certain transportation improvements identified in the 1992
Entitlements; and
F. WHEREAS, the 1992 Agreement may be amended upon the mutual consent of
both Parties; and
G. WHEREAS, this Agreement is intended to, and does, restate in full and
supersede the 1992 Agreement.
0
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby amend and restate in full the 1992
Agreement in full as follows:
1. Limit on new development in the IBC The parties hereto agree that Irvine will not
issue building permits for development in the IBC which would cause the total
development in the IBC (existing development plus development occurring after
the date of this Agreement) to exceed 51,000,000 square feet of office
equivalency development (as defined in the Irvine Zoning Code) until after the
following street improvements, located in the City of Santa Ana, have been
completed:
(a) The widening of Dyer Road to eight (8) lanes from a point
commencing just east of the SR-55 freeway northbound direct
con_n_ector on - ramp to_and including the- Redhill - Dyer/Barranca --
Avenue intersection, as provided in the IBC E1R mitigation
measures, hereinafter referred to as the "Roadway Improvement",
(b) An Alton Avenue overcrossing of the SR-55 Freeway, hereinafter
referred to as the "Overcrossing Improvement".
If, notwithstanding Irvine's agreement to limit the issuance of building permits as
set forth hereinabove, the total development in the IBC exceeds 51,000,000
square feet prior to the completion of the Roadway Improvement and
Overcrossing Improvement;
A. Irvine shall pay to Santa Ana Irvine's share of the Total Costs (as defined
in Section 2 herein below) of the Overcrossing Improvement, to the extent
such Total Cost remain unpaid. Any amounts received by Santa Ana
pursuant to this paragraph shall be expended by Santa Ana in accordance
with Section 3 herein below. As of the date of this agreement, Irvine has
A
issued building permits in the IBC for 41,671,636 square feet of office
equivalency development.
B. Irvine shall deposit the Total Costs (as defined in Section 2 herein below)
of the Roadway Improvement, to the extent such Total Costs remain
outstanding, in an interest bearing account in a financial institution
acceptable to both Irvine and Santa Ana. Irvine shall not withdraw any of
the principal of such amount except in connection with the design and
construction of the Roadway Improvement, including but not limited to
alignment studies, necessary environmental documentation, land
acquisition costs, costs of design and construction, and administrative
staff costs related to the Roadway Improvements.
2. Responsibilities of the Parties
A. "Total Costs" defined. The term "Total Costs" means all costs incurred in
the design and construction of an improvement (i.e., the Roadway
Improvement or the Overcrossing Improvement), including, but not limited
- - - --__ o, costs -of preparation -of environmental documentation, costs of land
acquisition (including any costs incurred in any eminent domain action),
costs of design -and construction, and Santa Ana's administrative staff
costs, so long as such administrative staff costs related to Roadway
Improvement do not exceed 5% of the Total Costs (excluding
administrative staff costs) of the improvement ("Improvement Work").
B. To assist in minimizing Total Costs of Roadway Improvement, Santa Ana
shall consider and process for approval a reduction of otherwise required
landscape setbacks during the right of way acquisition phase of the project
if, absent such reduction, the taking of buildings would be necessary to .
construct the Roadway Improvement. Irvine will mitigate parking losses
incurred by any parcels affected by partial acquisitions by the addition of
onsite parking spaces through reconfiguration of the site, or by acquisition
and development of adjacent real estate for parking. All parking mitigation
plans will be subject to the approval of Santa Ana.
C. "Lead Agency" defined. As used herein, the term "Lead Agency" means
the city (Irvine or Santa Ana) which is responsible for undertaking the
Improvement Work, either through its own employees or through
independent contractors, except as otherwise provided herein below.
D. Funding responsibilities. Irvine shall be responsible for 100% the Total
Cost of the Roadway Improvement, less any portion the Total Costs of the
Roadway Improvement for which any entity other than Santa Ana
assumes responsibility. Irvine will support City of Santa Ana's effort in
obtaining local, state and federal grants for the. Overcrossing
Improvement. Irvine and Santa Ana shall each be responsible for 50% of
the Total Costs of the Overcrossing Improvement; provided, however, that
if any entity(ies) and/or grant funds other than Irvine or Santa Ana
contribute(s) to the ota osts o t e ve�sing Improvement ("Third
Party Contribution(s)"), Irvine's and Santa Ana's contribution shall each be
reduced in an amount equal to 50% of said Third Party Contribution(s).
- -Nothing-herein shall be -construed -to -restrict -the ability -of Irvine and/or-- - -- - -
Santa Ana to obtain funds to meet their funding responsibilities hereunder
through the imposition of development fees or such other revenue
measures (collectively "Development Fees") as may be deemed
appropriate by Irvine and/or Santa Ana, and said Development Fees shall
not be deemed to be Third Party Contributions.
Irvine shall have no responsibility to contribute in any way to the mitigation
of the Project Impacts (as defined in Recital B above), whether through
the payment of the Improvement Fair Share Contribution (as defined in
Recital B above) or otherwise. Responsibility for mitigation of the Project
Impacts shall belong to Santa Ana or such other entities (other than Irvine)
as may assume responsibility to mitigate the Project Impacts.
E. Lead Agency Responsibilities. Except as otherwise provided in Section 3
of this Agreement,
Irvine shall be the Lead Agency for the Roadway Improvement, provided,
however, that to the extent that Irvine is unable to acquire land necessary
for the Roadway Improvement due to Irvine's inability to apply its powers
of eminent domain to properties located within Santa Ana, Santa Ana shall
assume Lead Agency responsibilities with respect to such land
acquisition, All design plans and environmental documentation for the
Roadway Improvement that is prepared by or on behalf of Irvine as Lead
Agency shall be subject to approval by Santa Ana, which approval shall
not be unreasonably withheld or delayed; provided, however, that Santa
Ana may require all design plans to conform to Santa Ana design
standards in effect at the time such plans are submitted.
Santa Ana shall be the Lead Agency with regard to the Overcrossing
Improvement. All alignment and design plans and environmental
documentation for the Overcrossing Improvement that are prepared by or
on behalf of Santa as Lead Agency shall be subject to approval by Irvine,
which approval shall not be unreasonably withheld or delayed.
Santa Ana shall indemnify, defend and hold -Irvine; its City Council
members, officers, officials, employees, agents and representatives
harmless from and against any and all actions, claims, demands,
judgments, attorneys fees, costs, damage to persons or property,
penalties, obligations, expenses or liabilities that may be asserted or
claimed by any person or entity arising out of the negligent acts or
omissions of Santa Ana in connection with the design, construction or
maintenance of the Roadway Improvement or Overcrossing Improvement.
Irvine shall indemnify, defend and hold Santa Ana, its City Council
members, officers, officials, employees, agents and representatives
harmless from and against any and all actions, claims, demands,
judgments, attorneys fees, costs, damage to persons or property,
penalties, obligations, expenses or liabilities that may be asserted or
claimed by any person or entity arising out of the negligent acts or
omissions of Irvine in connection with the design, construction or
maintenance of the Roadway Improvement or Overcrossing Improvement;
provided, however, that upon completion of the Roadway Improvement,
and upon satisfactory completion of inspection by appropriate personnel
for the City of Santa Ana, Irvine shall dedicate or convey the Roadway
Improvement in its entirety to Santa Ana (to the extent necessary), and
shall thereafter have no further liability or responsibility to Santa Ana in
connection with the Improvement Work on the Roadway Improvement.
However, Irvine shall cooperate with Santa Ana in the prosecution of any
required construction defect claims in regard to the Roadway
Improvements,
F. Payment of costs. Irvine shall reimburse Santa Ana for any portion of the
Total Costs of the Roadway Improvement incurred by Santa Ana if Santa
Ana acts as Lead Agency, subject to the restrictions and limitations
contained in this Agreement, as follows:
Santa Ana shall invoice Irvine not more than once monthly for costs
incurred since the previous invoice. Each invoice shall be
_ accompanied -by a detailed -statement of the nature of the costs
incurred. Each proper invoice shall be paid by Irvine within thirty
(30) days of receipt. The parties agree to meet and confer in good
faith to resolve any dispute over any invoice or the need and
necessity of any costs incurred. With regard to any action in
eminent domain undertaken by Santa Ana in the implementation of
this Agreement, Santa Ana may require commercially reasonable
advance payments from Irvine at such times as Santa Ana
determines to be appropriate to discharge its responsibilities in
such action. The provisions of this paragraph may be modified by
the mutual agreement of the City Managers of Irvine and Santa
Ana.
G. Monitoring of Buildinq Permits. Irvine shall monitor the extent of
development authorized by the issuance of building permits in the IBC and
submit annual reports to Santa Ana, The Annual Report shall indicate the
gross square feet of development authorized by building permits issued
for development in the IBC.
H. Cooperation. The Parties shall cooperate in the implementation of this
Agreement. In particular, Irvine will: (i) retain the Overcrossing
Improvement and the Roadway Improvement in the County's Master Plan
of Arterial Highways (MPAH), (h) support Santa Ana in any application for
grant funding for the Overcrossing Improvement, and (iii) support Santa
Ana in requesting that Orange County Transportation Authority (OCTA)
include the Overcrossing Improvement as part of the SR55 freeway
widening project. Similarly, Santa Ana will: (i) support Irvine in any
application for grant funding for the Roadway Improvement.
3. Payment by Irvine to Santa Ana of Irvine's share:
A. Overcrossing Improvement. If Santa Ana does not have available funds
necessary to enable it to perform its funding obligation for the
_Overcrossing _Improv_ement at_s_uch time as Irvine -is prepared to provide____
funds for the completion of the Overcrossing Improvements, the City
Managers of Irvine and Santa Ana shall defer the construction of the
Overcrossing Improvement to a mutually agreeable date, provided,
however, in the event that parties can not mutually agree upon a deferred
date, Irvine may choose to pay Santa Ana the amount of its obligations for
the completion of the Overcrossing Improvement in order to be relieved
and would in that event, notwithstanding any other provision of this
Agreement, be permitted to issue building permits for development in
excess of 51,000,000 square feet in the IBC,
B. Amount of payments. The payment due to Santa Ana from Irvine pursuant
to this section shall be the estimated Total Cost of the Overcrossing
Improvement as agreed between Irvine and Santa Ana, to the extent of
the work that remains to be done, at the time payment is made.
C. Use of funds by Santa Ana. Any funds received by Santa Ana from Irvine
pursuant to this section for the Overcrossing Improvement shall be
maintained in a separate fund by Santa Ana, which fund shall be used
solely for the completion of the Overcrossing Improvement.
4. Amendment of Santa Ana General Plan. Santa Ana shall process a General
Plan Amendment, as necessary to accommodate the Roadway Improvement
(the "GPA"). The Parties acknowledge that as part of the GPA, Santa Ana may
alter its current designations for Dyer Road outside the area of the Roadway
Improvement. Irvine shall not object to any portion of the GPA that is consistent
with this Paragraph 4. Until Santa Ana amends its General Plan to
accommodate the Roadway Improvement, or certifies to Irvine that the Santa
Ana General Plan accommodates the Roadway Improvement, Irvine shall have
no obligation to fund the Roadway Improvement.
5. Covenant Not to Sue. Each Party, and its respective agents, officers,
employees, representatives and assigns hereby agrees and covenants that this
Agreement forever satisfies any past, present, or future claims which the Party,
and its agents, officers, employees; representatives or assigns had, has or may
have against the other Party or its agents, officers, employees, representatives,
and assigns arising out of the IBC Vision Plan, the 1992 Entitlements and the
1992 Agreement. Each Party hereto covenants not to file any future legal actions
of whatever kind or nature against the other Party regarding any claim in
connection with the IBC Vision Plan, the 1992 Entitlements and the 1992
Agreement, whether such claim is known or unknown, suspected or
unsuspected, fixed or contingent.
6. Waiver of Civil Code Section 1542. With regard to matters arising from or related
to IBC Vision Plan, the 1992 Entitlements and/or the 1992 Agreement, each of
the Parties hereto expressly waives any and all rights that they may have under
Civil Code section 1542 ("Section 1542") or any Federal or State statutory right,
rules or principles of common law or equity or those of any other jurisdiction,
government or political subdivision thereof, similar to Section 1542 ("Similar
Provision"). Thus, no Party hereto may invoke the benefit of Section 1542 or any
Similar Provision in order to prosecute or assert in any manner any claim
released hereunder that arises from or relates to the IBC Vision Plan, the 1992
Entitlements and/or the 1992 Agreement. Section 1542 provides that: "a general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must
have materially effected his settlement with the debtor. "
Santa Ana Initials: K
Irvine initials:
7. Integration. This Agreement represents the entire understanding of the Parties
hereto. No prior or contemporaneous oral or written understanding shall be of
any force or effect with respect to those matters covered in this Agreement. This
Agreement may not be altered, amended, or modified except by mutual consent
of the Parties hereto through a written instrument.
8. California Law. This Agreement shall be construed and interpreted both as to its
validity and as to the performance of the Parties in accordance with the laws of
- ----the State of -California. -"- -
9. Execution and Counterparts. This Agreement may be executed and delivered in
any number of counterparts or copies ("Counterpart") by the Parties hereto.
10. Authority to Execute. Each person executing this Agreement on behalf of a
Party -hereto warrant that he or she is duly authorized to execute this Agreement
on behalf of said Party and that by so executing this Agreement, each Party
formally binds itself to the provisions of this Agreement. Each person executing
this Agreement further acknowledges that he or she has obtained all necessary
and legally required approvals for entry into this Agreement from legislative or
governing boards and that such legislative or governing board has adopted a
resolution, motion, ordinance or other action pursuant to State law and its own
bylaws or ordinances for approval of this Agreement.
11. Notices. Every notice, demand, request, annual report, or other document or
instrument delivered pursuant to this Agreement shall be in writing and shall
either be personally delivered, sent by Federal Express or other reputable over-
night courier, sent by facsimile transmission with the original subsequently
delivered by any other means authorized herein, or sent by certified United
States mail, postage prepaid, return receipt requested, to the address set forth
below for the applicable Party, or such other address as Parties may designate
from time to time:
To the City: City of Irvine
City Hall
One Civic Center Plaza
P.O. Box 19575
Irvine, CA 92713
Attn: City Manager
cc: Director of Community Development
Director of Public Works
Telephone: (714) 724-6000
Fax: (714) 724-6075
To the City: City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Manager
cc: Executive Director of Planning and Building
Executive Director of Public Works
Telephone: (714) 647-6900
Fax: (714) 647-6951
12. Severability. The invalidity in whole or in part of any provision of this
Agreement shall not void or affect the validity of any other provision of this
Agreement.
13.Amendment and Restatement: This Agreement amends and restates, and
thereby supersedes in full, the 1992 Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment To
and Restatement Of the 1992 Agreement as set forth below.
"Irvine"
CITY OF IRV
By:
Sukhee Kang, M or
APPROV A T FORM:
By:
Philip D. k8hn
City Attorney
ATTEST:
"Santa Ana"
CITY OF SA TA /k A
By:
David N. Ream, City Manager
APPROVED AS TO FORM:
By: LA
— City Attorney
ATTEST:
By. 5By: `W Avva-
SharApoda
City Clerk of the City of Irvine Clerk of the Council, City of Santa Ana