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TUSTIN, CITY OF (TSIA - COMPLETE COPY-2012
A-2012-215 SECOND AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE CITY OF TUSTIN REGARDING THE TUSTIN-SANTA ANA TRANSPORTATION SYSTEM IMPROVEMENT AUTHORITY THIS SECOND AMENDMENT to the Joint Exercise of Powers Agreement ("Second Amendment") is entered into as of November jh, 2012, by and between the City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ("Santa Ana") and the City of Tustin, a municipal corporation ("Tustin"). RECITALS A. Santa Ana and Tustin entered into a Joint Exercise of Powers Agreement dated November 6, 1989, creating the Santa Ana/Tustin Transportation System Improvement Authority ("JPA Agreement"). This JPA Agreement created two Transportation System Improvement Program ("TSIP") areas and, pursuant to the provisions of Government Code section 6500 et seq., established a legally separate, joint exercise of powers authority (the "Santa Ana/Tustin Transportation System Improvement Authority") to exercise various defined powers within the TSIP areas. These powers include expenditure of developer impact fees ("TSIP Area Fees") to study, plan and implement area-wide circulation improvements. B. By Amendment to JPA Agreement (the "Amendment"), dated February 22, 2001, the Parties established a funding mechanism to finance off-site traffic improvements within the jurisdictional boundaries of Santa Ana (the "Improvements") required to mitigate the effects of development of the MCAS Tustin property, identified in the Final Environmental Impact Statement /Environmental Impact Report for the Disposal and Reuse of MCAS Tustin (the "FEIS/FEIR"). C. The Santa Ana Improvements include both the Grand and Edinger intersection and the Grand and Dyer intersection in Santa Ana, and require that Tustin pay its fair share of the Total Costs of both short and long range improvements. D. The Amendment provides that Santa Ana, in cooperation with Tustin, may select and implement alternative improvements to those identified in the Amendment as requiring funding by Tustin. E. The City of Tustin and the City of Santa Ana entered a Joint Community Facilities Agreement, dated May 1, 2006, to provide for the financing of the Santa Ana improvements through issuance of City of Tustin Community Facilities District No. 06- 01 (Tustin Legacy/Lennar Homes) ("Community Facilities District"). F. Tustin in September, 2011 previously released bond proceeds from the Community Facilities District to pay the total cost of Improvements to Grand and Dyer in r L? SECOND AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE CITY OF TUSTIN REGARDING THE TUSTIN-SANTA ANA TRANSPORTATION SYSTEM IMPROVEMENT AUTHORITY THIS SECOND AMENDMENT to the Joint Exercise of Powers Agreement ("Second Amendment") is entered into as of November , 2012, by and between the City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ("Santa Ana") and the City of Tustin, a municipal corporation ("Tustin"). RECITALS A. Santa Ana and Tustin entered into a Joint Exercise of Powers Agreement dated November 6, 1989, creating the Santa Ana/Tustin Transportation System Improvement Authority ("JPA Agreement"). This JPA Agreement created two Transportation System Improvement Program ("TSIP") areas and, pursuant to the provisions of Government Code section 6500 et seq., established a legally separate, joint exercise of powers authority (the "Santa Ana/Tustin Transportation System Improvement Authority") to exercise various defined powers within the TSIP areas. These powers include expenditure of developer impact fees ("TSIP Area Fees") to study, plan and implement area-wide circulation improvements. . B. By Amendment to JPA Agreement (the "Amendment"), dated February 22, 2001, the Parties established a funding mechanism to finance off-site traffic improvements within the jurisdictional boundaries of Santa Ana (the "Improvements") required to mitigate the effects of development of the MCAS Tustin property, identified in the Final Environmental Impact Statement /Environmental Impact Report for the Disposal and Reuse of MCAS Tustin (the "FEIS/FE1R"). C. The Santa Ana Improvements include both the Grand and Edinger intersection and the Grand and Dyer intersection in Santa Ana, and require that Tustin pay its fair share of the Total Costs of both short and long range improvements. D. The Amendment provides that Santa Ana, in cooperation with Tustin, may select and implement alternative improvements to those identified in the Amendment as requiring funding by Tustin. E. The City of Tustin and the City of Santa Ana entered a Joint Community Facilities Agreement, dated May 1, 2006, to provide for the financing of the Santa Ana improvements through issuance of City of Tustin Community Facilities District No. 06- 01 (Tustin Legacy/Lennar Homes) ("Community Facilities District"). F. Tustin in September, 2011 previously released bond proceeds from the Community Facilities District to pay the total cost of Improvements to Grand and Dyer in A-2012-215 the amount of $296,060.00 based on a request from Santa Ana, and Santa Ana released Tustin from any further Improvement obligations under the JPA Agreement with an Acknowledgement and Release until March 28, 2011. H. Santa Ana desires to utilize bond proceeds from the Community Facilities District to pay the cost of certain alternative traffic mitigation measures which they have determined to provide an equivalent level of mitigation to Grand and Edinger Improvements identified in the Amendment, and will release Tustin from its obligation to pay its fair share total cost of all remaining (Grand and Edinger Intersection Improvements. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein, Tustin and Santa Ana agree as follows: Section 1. Selection of Alternative Improvement Pursuant to Section D of the Amendment, "Alternative Improvements", Santa Ana hereby selects, and Tustin approves, releasing bond proceeds from the Community Facilities District in the amount of Eight Million Dollars ($8,000,000.00) for the Warner Avenue Widening Project as an Alternative Improvement determined by Santa Ana to provide an equivalent level of mitigation for Grand and Edinger Improvements in Santa Ana identified in the Amendment and FEIS/EIR and agreeing that release of these bond proceeds to Santa Ana will constitute Tustin's fair share of the Total Costs of Grand and Edinger Improvements as identified in Section B.2 of the Amendment. Section 2. Funding of Alternative Improvement Upon Tustin's transfer of Eight Million Dollars ($8,000,000.00) to Santa Ana, Tustin shall be thereupon relieved of any further fair share or construction responsibility for the completion of Grand and Edinger Improvements as set forth in Section B.2 of the Amendment. Further, since Santa Ana is electing to utilize the Community Facilities District bond proceeds for Alternative Improvement rather than for the Grand and Edinger Intersection Project, no subsequent mitigation shall be required by Tustin for any inadequacies in this intersections as a result of the improvements not being made to the intersections by Santa Ana as a result of Santa Ana's selection of Alternative Improvements. Section 3. Use of Funds by Santa Ana and Tustin 3.1 Any and all funds received by Santa Ana from Tustin pursuant to this Amendment shall be used exclusively for the Warner Avenue Widening Project. Santa Ana may utilize this money on any phase(s) of the Project, for preliminary costs such as alignment studies, design, environmental documentation beyond the FEIS/FEIR, property appraisal for improvements, property acquisition, relocation, lost goodwill, attorney's fees and court costs, and construction costs. The Parties agree that Santa Ana, may 2 utilize the Alternative Improvement funds as match funds to obtain grant funding for the Project. 3.2 Pursuant to Section E. 2 of the Amendment, Eighty-five percent (85%) of TSIA fees collected by Tustin from the MCAS Tustin Project will continue to be solely allocated to Santa Ana for the Warner Avenue Widening Project and utilized exclusively for the Warner Avenue Widening Project until January 1, 2020 only as it relates to the TSIP Area B, as amended by Exhibit D. Notwithstanding the status of completion of the Warner Avenue Widening Project as identified in Section E. 2 and any priority originally intended to be given to Improvements to Barranca and Jamboree Road as identified in Section E.4 of the Amendment, Santa Ana and Tustin mutually agree that any additional TSIA Area B fees generated from MCAS Tustin ( the remaining "fifteen percent" or "15%") shall be allocated to Tustin to be used solely for transportation system improvements determined by Tustin for the MCAS Tustin project and its implementation. Section 4. This Second Amendment to the JPA Agreement is intended by the parties as a complete and exclusive statement of the agreement and understanding of the parties hereto in respect to the selection of an Alternative Improvement contained herein. This Amendment supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the parties with respect to such alternative improvement. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date first above written. SANTA ANA ATTEST: CITY F SANT ANA L,? MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council City Manager APPROVED AS TO FORM: t9ONIA R. CARVAIAO City Attorney APPROVED AS TO CONTENT: RA L GODINE I Executive Director Public Works Agency TUSTIN ?.pATTE5?I' PAMELA STOI R City Clerk OVED T FO 7,/ DAVID KENDIG City Attorney CONTENT: r kS S. STACK, P.E. orks Director / City Engineer TUSTIN ' C. C. PARKER 4 Santa Ana /Tustin TSIA Board Meeting Agenda August 30, 2001, 4:00 p.m. Tustin City Hall City Managers Conference Room I. Roll Call II. Approval of December 11, 1997 minutes III. Treasurer's Report TSIA Audit — Dave Borik Recommendation: 1. Authorize Santa Ana staff to solicit proposals to retain the service of a certified public accounting firm to conduct an audit of the TSIA Areas A and B for the period July 1, 1994 to June 30, 2001. 2. Authorize funding in an amount not to exceed $6,000 for the audit. IV. Administrative Reports Development 1. Tustin Legacy (MCAS Tustin) — Dana Ogdon 2. Pacific Center East — Scott Reekstin V.. Transportation 1. Edinger Avenue Smart Street and Grand /Dyer Improvements —George Alvarez Recommendation: 1. Approve the transfer of the remaining previously allocated TSIA Funds in the amount of $195,246 (Area B) from the planning phase to the design, right -of -way and construction phases. 2. Authorize additional TSIA funding in the amount of $2,846,212 (Area B) in FY 01/02 for the completion of the design, right of way and construction phases. 3. Authorize funding in the amount of $100,000 (Area B) for preliminary engineering for intersection improvements at Grand Avenue and Dyer Road, if the total costs for engineering, right -of -way, and construction for the Edinger Avenue Smart Street improvement upon award of the construction contract are at the below the estimated costs of $10,716,458. 2. Red Hill Widening at 1 -5 — Tim Serlet Recommendation: 1. Authorize an additional TSIA allocation in the amount of $115,000.00 in FY 2001/02 for the completion of the right -of -way acquisition phase and; 2. Authorize a TSIA allocation in the amount of $145,000.00 in FY 2001/02 for the construction phase of the Red Hill Avenue Widening Project at 1 -5 within TSIA Area "B ". 3. 17'h Street and Tustin Avenue — Joyce Amerson Recommendation: Authorize $2,382,230 of TSIA Area A funds for the improvement of the intersection of Seventeenth/Tustin. 4. Newport Avenue and Irvine Blvd. — Tim Serlet Recommendation: Authorize a TSIA Allocation in the Amount of $100,000 in FY 2001/02 for the right -of -way acquisition phase of the Irvine Boulevard /Newport Avenue Intersection Enhancement Project within TSIA Area "X. VI. Legal Matters VII. Other Business VIII. Public Comments IX. Adjournment Distribution: Pat McGuigan, Mayor Pro Tern Lisa Bist, Council Member Tracy Wills Worley, Mayor Jeffery Thomas, Mayor Pro Tern Lou Bone, Council Member Mike Doyle, Council Member Tony Kawashima, Council Member Dave Ream George Alvarez Joyce Amerson Souri Amirani Elizabeth Binsack Cindy Nelson Vicki Uehli Jeff Rice Dana Kasdan Chris Shingleton Jim Ross Tim Serlet Scott Reekstin Dave Borik Dana Ogdon 7 S!A BOARD MEErING SANTA ANA/TUSTIN TS IA/J PA Minutes December 11, 1997 Santa Ana City Hall Room 831 Roll Call Board Members Present: Councilmember Pat McGuigan Councilmember Tom Lutz Mayor Jeffery Thomas Mayor Pro Tern Tom Saltarelii TSIA Staff Dave Ream, City Manager -,City of Santa Ana Joe Fletcher, City Attorney - City of Santa Ana Chris Shingleton, Assistant City Manager - City of Tustin Lois Jeffery, City Attomey - City of Tustin Rita Westfield, City of Tustin Tim Serlet, City of Tustin Elizabeth Binsack, City of Tustin Dana Kasdan, City of Tustin Dana Ogden, City of Tustin George Alvarez, City of Santa Ana Joyce Amerson, City of Santa Ana Linda Hale, City of Santa Ana Shahir Gobran, City of Santa Ana Councilmember McGuigan called the meeting to order at 5:30 p.m. Public Comment - None III. Approval of the October 30, 1996 minutes. Moved: Jeffery Thomas Seconded: Tom Lutz Motion: Unanimous TSIA Board Meeting December 11, 1997 Page 2 IV. Treasurer Report George Alvarez reported on the fund balance for Transportation Areas A and B. Fund balance for Area A ending October 31, 1997 is $1,763,110.89; fund balance for Area B ending October 31, 1997 is $752,376.29. V. Administrative Reports A. Development 1. Santa Ana - Linda Hale reported on the Centre Project on Seventeenth Street which opened Summer 1997, the Home Place Center, opposite Centre on Seventeenth Street and the Pacific Center next project near Edinger and St. Gertrude. 2. Tustin (a) Chris Shingleton reported on the status of MCAS Reuse Plan. The EIS will be available for a 45 day review and comment period beginning January 5, 1998. A record of decision is expacted September 1998, The County of Orange is planning to construct a regional park at the base. The Assistant Secretary to the Navy recommended that the current Army Reserve Center building and land be transferred to the Army. The base is scheduled for closure July 1999. (b) Rita Westfield reported on the status of the Commuter Rail Station. Escrow on the property has closed. Miralles Association is the design consultant. The site will also include 122,000 square feet of commercial /retail and office development. B. Transportation 1. Contract award for consulting services for Edinger Avenue widening from Ritchey Street to 2400 feet west of Jamboree Road - (George Alvarez) Recommendation: a) Authorize the Santa Ana City Council to award an agreement for consulting services for preparation of plans, specifications, and estimates for Edinger Avenue widening project. b) Authorize $60,000 for site assessment study and staff changes. Mr. Alvarez reported that the TSIA Board approved funding October 30, 1996 for design plans in the amount of $790,000. The evaluation committee will TSIA Board Meeting December 11, 1997 Page 3 recommend a consultant to the Santa Ana City Council for design. Also, $60,000 is recommended for site assessment. Tom Lutz moved; Jeffery Thomas seconded; motion carried unanimously. 2. Contract award for consulting services for Edinger Avenue /Grand Avenue Intersection Improvements (Shahir Gobran). Recommendation: a) Approve the execution of an agreement for consulting services with ASL Consulting Engineers for preparation of a Project Report, Preliminary Engineering and Right -of -Way maps for Edinger /Grand Avenues intersection improvements in an amount not to exceed $74,530. Shahir Gobran reported that several proposals were mailed and that four proposals were received and reviewed by an evaluation committee. The evaluation committee unanimously recommended selection of ASL Consulting Engineering to provide requested commuting services. Staff recommended a 15 %contingency for a total maximum of $74,530. Jeffery Thomas moved; Thomas Saltarelli seconded; motion carried unanimously - 3. Funding authorization for 17'h Street improvements between Tustin Avenue and SR -55 widening (George Alvarez). Recommendation a) The Santa Ana/Tustin TSIA Board authorizes the expenditure of $636,000 to provide the local match for design, right -of -way acquisition and construction for widening 17th Street between Tustin Avenue and SR -55 Freeway. b) The Santa Ana/Tustin TSIA Board authorizes the expenditure of $50,000 for preliminary engineering to prepare a right -of -way map and cost estimate to construct a second eastbound left -turn lane on 17`h Street at Tustin Avenue, George Alvarez reported that there is $636,000 shortfall in local match funding. Staff is requesting TSIA funds in that amount to cover the shortfall. Also, staff is requesting $50,000 for preliminary engineering for a second eastbound left turn lane on 17 th Street at Tustin Avenue. TSIA Board Meeting December 11, 1997 Page 4 Tom Lutz moved; Tom Saltarelli seconded; motion passed unanimously. 4. Allocation of TSIA funds for Right -of -Way Acquisition for Red Hill Avenue Widening Project at 1 -5 (Dana Kasdan). Recommendation: a) Transfer the remaining previously allocated TSIA Funds (approximately $36,000) from the Preliminary Design phase to the land acquisition phase; and b) Provide an additional TSIA allocation in the amount of $124,000.00 in FY 1998/99 for the completion of the land acquisition phase. Dana Kasdan reported that the staff is requesting approximately $36,000 from Preliminary design phase be transferred to right -of -way acquisition and that an additional TSIA Fund allocation of $124,000 in FY 98/99 be allocated for right - of -way acquisition. Tom Lutz moved; Tom Saltarelli seconded; motion passed unanimously 5. SR -55 N/B Ramps at Edinger Avenue (Dana Kasdan) Recommendation: Receive and file. Dana Kasdan reported on the status of the N/B SR -55 ramps. The project is now fully funded and Caltrans should approve the project report shortly. These ramps will be part of the Newport Avenue extension. Tom Lutz moved; Jeffery Thomas seconded; motion passed unanimously. VI. Transportation System Improvement Fee 1. Annual TSIA fee increase for Areas A and B; and policy interpretation for net floor area replacement (Rita Westfield). Recommendation: a) That the Santa Ana/Tustin TSIA Board defer an annual increase to TSIP fees for Areas A and B for 1998 pending conclusion of the TSIP Fee Study. TSIA Board Meeting December 11, 1997 Page 5 b) That the Santa Ana(Tustin Board adopt a Policy interpretation related to application of TSIP fees for development projects where demolition or remodeling is contemplated that will remove and replace existing square footage. Rita Westfield reported that based on the economy and the continuing minimal development in TSIA Areas A and B, staff recommends that the Board defer any increase to the TSIP fees at this time and reconsider any fee adjustment upon conclusion of TSIP fee study. Rita also reported that the Santa Ana City Council introduce Ordinance No. 2330 to revise the minimum building valuation from $20,000 to $50,0000 for payment of TSIP fees. The City of Santa Ana has tabled the second reading of the ordinance at the request of the City of Tustin. Staff from both cities have agreed to a joint task force to examine and recommend modification to the construction valuation thresholds by February 1998. Staff of both cities have also developed a policy such that TSIP fees will not be assessed on development projects where demolition or remodeling will remove and replace existing space footage. Jeffery Thomas moved; Tom Saltarelli seconded, motion passed unanimously. 2. Transportation System Improvement Program Development Fee Analysis (Dana Kasdan). Recommendation: a) Authorize staff to review and evaluate consultant proposals for the TSIP Development Fee Analysis. b) Authorize staff to negotiate and enter into a Professional Services Agreement with the most qualified consultant to prepare the Fee Analysis. C) Authorize funds to complete the study in the not to exceed amount of $100,000. Dana Kasdan reported that both cities have jointly coordinated the preparation of an RFP to perform an updated study of 1990 TSIP. The RFP includes a complete fee analysis for Area B including an update of land use including TSIA Board Meeting December 11, 1997 Page 6 WAS Tustin. For Area A, the study will review TSIA Capital projects including priorities, schedule and cost, but not a complete fee analysis. VII, The meeting adjourned at 6:10 p.m. Jeffery Thomas moved; Tom Lutz seconded; motion passed unanimously. MAYOR Miguel A. Pulido MAYOR PRO TEM Patricia A. McGuigan COUNCILMEMBERS Claudia C. Alvarez Lisa 61st Alberta D. Christy Brett Franklin Jose Solorio 4 duUCron Ist CITY OF SANTA ANA 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 (714) 647 -5690 TO: Santa Ana/Tustin TSIA Board FROM: TSIA Staff DATE: August 30, 2001 SUBJECT: TSIA Audit RECOMMENDATION: It is recommended that the Santa Ana/Tustin TSIA Board: CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy (1) Authorize Santa Ana staff to solicit proposals to retain the services of a certified public accounting firm to conduct an audit of TSIA Areas A and B for the period July 1, 1994 to June 30, 2001. (2) Authorize funding in an amount not to exceed $6,000 for the audit. BACKGROUND The last separate and distinct audit conducted of the Santa Ana/Tustin TSIA revenue and expenditures was in 1994. The City of Santa Ana is the Treasurer of the Santa Ana/Tustin TSIA funds. The City is subjected to an annual comprehensive single audit, which includes TSIA Fees. The City -of Tustin is recommending the services of a certified pubiic accounting firm to conduct a separate and distinct audit. The estimated cost for the audit is $6,000. TSIA area fees would cover the cost for the audit. Request for proposals will be solicited and will be evaluated by financial staff of both cities. Selection will be based on key personnel assigned to the job, related experience, understanding of the scope of work, and costs. Georg arez City Engineer City of Santa Ana 0 Tim D. Serle Public Works Director /City Engineer City of Tustin TUSTIN -SANTA ANA Transportation System Improvement Authority -Area C -2 BALANCE SHEET As of June 30, 2001 (Unaudited) ASSETS Current Assets: Cash Accrued Interest Receivable Total Assets FUND EQUITY Fund Balance: Fund Balance - Designated For Projects: City of Santa Ana Fund Balance - Unreserved /Undesignated Total Fund Balance $ 3,382,021.17 60,566.63 $ 3,442,587.80 588,079.60 2,854,508.20 3,442,587.851' TUSTIN -SANTA ANA Transportation System Improvement Authority -Area C -2 Statement of Revenues, Expenditures and Changes in Fund Balance For the Fiscal Year Ended June 30, 2001 (Unaudited) Revenues: Development fees: City of Santa Ana $ 112,748.53 City of Tustin 217,685.46 Investment income 187,234.80 Total Revenue 517,668.79 Expenditures Labor 1,955.64 Consultant fees _ Audit fee - Total Expenditures 1,955.64 Excess of Revenues over Expenditures Fund Balance - Beginning Fund Balance - Ending 515,713.15 2,926,874.65 $ 3,442,587.80 TUSTIN -SANTA ANA Transportation System Improvement Authority -Area C -2 Statement of Revenues, Expenditures and Changes in Fund Balance From inception through June 30, 2001 (With comparative totals from Inception through June 30, 2000) (Unaudited) Revenue: Development fees: City of Santa Ana City of Tustin Investment income Other (OCTA Contribution) Total Revenue Expenditures: Labor Consultant fees Audit fee Total Expenditures Excess of Revenues over Expenditures Fund Balance - Ending lI $ 1,893,818.07 $ 2,006,566.60 894, 671.19 1,112, 356.65 387,699.09 574,933.89 45,000.00 45,000.00 3,221,188.35 3,738,857.14 134,762.33 136, 717.9 7 159, 001.37 159,001.37 550.00 550.00 294,313.70 296,269.34 2,926,874.65 3,442,587.80 $ 2,926,874.65 $ 3,442,587.80 0 0 0 0 N (D CO N W r m rn m a U o o Lo Z N M N co V Q V w m m M N U) 0 O v D W [if W N L6 m D W d aZ a- H x v Z o O O w a D a w m m cv a a O o a. m m U Z x O LU a Q24 CL wad. W W Q a0� > r.. oo oo a D O a F W o0 o 0 0 N Q m ro J C� Q m M m 0 0 w a °' O N (ry Q Z Z W N a O U U) F Z o a a O O M m CD O N a Q n Q N U �p co N y Q O 4Z LC LL C m W O LLJ �O O LL a O I O m C Q^ S @ a Q N U m O N U C N - C N n n C ^ Q o m n _ Cl) O O` O 4t N C n > O O C ii Q U d ~ ii TUSTIN -SANTA ANA Transportation,--System Improvement Authority -Area D BALANCE SHEET As of June 30, 2001 (Unaudited) ASSETS Current Assets: Cash Accrued Interest Receivable Total Assets O-G Fund Balance: Designated For Projects: City of Santa Ana City of Tustin Unreserved /Undesignated $ 3,821,125.86 68,465.45 $ 3,889,591.31 287,609.09 278,914.29 3,323,067.93 Total Fund Equity: $ 3,889,591.31 TUSTIN -SANTA ANA Transportation-System Improvement Authority -Area D Statement of Revenues, Expenditures and Changes in Fund Balance For the Fiscal Year ended June 30, 2001 (Unaudited) Revenues' Development fees City of Santa Ana $ 284,229.70 City of Tustin - Investment income 217,228.32 Total Revenues 501,458.02 r I Labor 12,497.22 Consultant fees 166,990.25 Right of Way Acquisition 5,850.00 Audit fee - Total Expenditures 185,337.47 Excess of Revenues over Expenditures Fund Balance - Beginning Fund Balance - Ending 316,120.55 3,573,470.76 $ 3,889,591.31 TUSTIN -SANTA ANA Transportation_.System Improvement Authority -Area D Statement of Revenues, Expenditures and Changes in Fund Balance From inception through June 30, 2001 (With Comparative Totals from Inception through June 30, 2000) (Unaudited) MOMM Development fees City of Santa Ana City of Tustin Investment income Total Revenue Expenditures Labor Consultant fees Right of Way Acquisition Audit fee Total Expenditures Excess of Revenues over Expenditures 111 II $ 3,863,115.92 $ 4,147,345.62 154, 746.80 154,746.80 583,178.44 800,406.76 4,601,041.10 5,102,499.18 775,225.51 251,794,89 550.00 787,722.73 418, 785.14 5,850.00 550.00 1,027,570.40 1,212,907.87 3,573,470.76 3,889,591.31 Fund Balance - Ending $ 3,573,470.76 $ 3,889,591.31 M SD CY O O N O N W CO N N O O V O V U M O t00 O O O Z O w N O c0 J O N N N Q M m ss O w 'T v F a a U D w a M M M M w F O o z m L6 L6 °J a w w a a a X a W U w p O OM MO Lo F" <i N O tD O Z w F- w ui N m .- O O O a N N N M rn co v v Elf Z a O < a W Q d n F- W 0 O 0 0 0 0 0 O O O d F- 0 L O W W VJ 0 0 O O O Q O O M � N O N D Q a LL O m M Q J CD H W Q J Q � Q 4 N U) Q a Z Z Lu O V cn F- z ? w Q Q a a = F F- J U�U.N N Q Q a G W a a o W Z Z w z w w a c U o ~ W m o o o wZU0 - m N N O Z Z> C Q > d o �r p pN C C Q o F a (D m u ~ C CO N J N a) C oQa� W W mN 2 C V O 0 p C co I CF-ZZQ m - m > O Q Q O o (L < — .O n Q U (d F- C ( U p C V V' in p, N d t6 m .Q U) t 7 N Q F- Q N 'O O` O it it t0 O (9 m p T p � d MAYOR Miguel A. Pulido MAYOR PRO TEM Patricia A. McGuigan COUNCILMEMBERS Claudia C. Alvarez Lisa Bist Alberta D. Christy Brett Franklin Jose Solorio CITY OF SANTA ANA 20 Civic Center Plaza P.O. Box 1966 Santa Ana, California 92702 (714) 647 -5690 TO: Santa Ana/Tustin TSIA Board FROM: TSIA Staff DATE: August 30, 2001 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy SUBJECT: Allocation of TSIA Funds For Design, Right Of Way Acquisition and Construction of the Edinger Avenue Widening Project from Ritchey Street to East of Red Hill Avenue and for Preliminary Engineering for Grand Avenue and Dyer Road Improvement RECOMMENDATION: }t is recommended that the Santa Ana/Tustin TSIA Board: (1) Approve the transfer of the remaining previously allocated TSIA Funds in the amount of $195,246 (Area B) from the planning phase to the design, right of way and construction phases. (2) Authorize additional TSIA funding in the amount of $2,846,212 (Area B) in FY 01/02 for the completion of the design, right of way and construction phases. (3) Authorize funding in the amount of $100,000 (Area B) for preliminary engineering for intersection improvements at Grand Avenue and Dyer Road, if the total costs for engineering, right -of -way, and construction for the Edinger Avenue Smart Street improvement upon award of the construction contract are at or below the estimated costs of $10,716,458. BACKGROUND On the August 26, 1993 and October 30, 1996 the Santa Ana/Tustin TSIA Board approved funding in the amount of $346,500 for the preparation of a project studies and environmental documentation for the Edinger Avenue Widening Project from Ritchey Street to east of Red Hill Avenue. The studies and environmental documentation have been completed resulting in a Project Study Report and an Initial Study /Negative Declaration. The fund has a balance of $195,246. 1 Santa Ana/Tustin TSIA Board Allocation of TSIA Funds for Design August 30,:200,1 Page 2 of 2 On October 30, 1996, the Santa Ana/Tustin TSIA Board approved utilization of $790,000, subject to reimbursement from the OCTA Measure "M" Smart Street Program (SSP) for the preparation of construction documents and right of way maps for the project. The project has been approved by OCTA for SSP funding of the design phase in the amount of $722,000 in FY 99/00, right of way phase in the amount of $2,892,000 in FYs 99/00 and 00/01, and construction phase in the amount of $4,061,000. The total SSP funding is $7,675,000. The current estimated engineering, right of way, and construction costs total $10,716,458. The transfer of the remaining phase funding of $195,246 and allocation of $2,846,212 in FY 01102 will allow the Cities of Santa Ana and Tustin to complete the project. The intersection of Grand Avenue and Dyer Road has been identified as an intersection improvement in an amendment to the joint powers agreement between the cities of Santa Ana and Tustin. The amendment was executed on February 22, 2001. The amendment specifies funds to be received by 2005. The proposed improvements are the addition of a westbound through and eastbound left turn lane. The intersection is currently operating at Level of Service "E ". The estimated cost for the improvement is $600,000. Under the provision of the amendment to the JPA, Tustin is obligated to pay 29% of the total costs and Santa Ana is responsible for the remaining. Santa Ana's obligation will be paid out of TSIA funds. Staff of both cities recommend that the TSIA Board authorize $100,000 in TSIA Fees to conduct preliminary engineering for the improvements provided the costs for the Edinger Avenue Smart Street improvements upon award of the construction contract do not exceed the total estimated costs of $10,716,458. This is an advancement of a portion of the funds specified in the amendment to conduct preliminary engineering. George Alv rez City Engineer City of Santa Ana HASr. Management\TSIA \Memos \memo TSIA Funds for Design.doc /,�� Tim D. Serlet Public Works Director /City Engineer City of Tustin MEETING DATE: AUGUST 30, 2001 __ TO: SANTA ANA/TUSTIN TSIA BOARD FROM: TSIA STAFF SUBJECT: ALLOCATION OF TSIA FUNDS FOR RIGHT -OF -WAY ACQUISITION AND CONSTRUCTION OF THE RED HILL AVENUE WIDENING PROJECT AT 1 -5 (AREA "B ") RECOMMENDATION It is recommended that the Santa Ana/Tustin TSIA Board: 1. Authorize an additional TSIA allocation in the amount of $115,000.00 in FY 2001/02 for the completion of the right -of -way acquisition phase and; 2. Authorize a TSIA allocation in the amount of $145,000.00 in FY 2001/02 for the construction phase of the Red Hill Avenue Widening Project at 1 -5 within TSIA Area "B ". BACKGROUND On February 25, 1993, the Santa Ana/Tustin TSIA Board approved funding in the amount of $110,000 for preparation of Preliminary Engineering Studies and Environmental Documentation to investigate feasible alternatives for widening Red Hill Avenue between El Camino Real and Nisson Road (Area B) to Major Arterial Highway standards. Then on December 11, 1997, the Santa Ana/Tustin TSIA Board approved a transfer of funding of $36,000 from Preliminary Engineering to land acquisition and approved additional funding of $124,000 for land acquisition totaling $160,000. The Preliminary Engineering Study, Environmental Documentation and Project Report are completed. The City of Tustin has certified a Mitigated Negative Declaration and a Notice of Declaration has been recorded by the County of Orange Clerk /Recorder. Final design is substantially completed and funded by the City of Tustin with Measure "M" Turnback Funds. A Caltrans construction permit is pending right -of -way certification. In FY 1997/98 it was estimated that the total acquisition costs would be $160,000. Additional TSIA funding of $115,000 to complete the right -of -way acquisition phase is now requested due to increases in property values since the initial TSIA allocation in December 1997. Allocation of TSIA Funds for Right -of -way Acquisition and Construction of the Red Hill Avenue Widening Project at 1 -5 (Area "B ") August 30, 2001 Page 2 The current estimated construction phase cost is $1,182,000. TSIA Area "B" Funds of $145,000 are now requested for construction. This project has been approved by OCTA for construction funding from the Measure "M" Regional Interchange Program ($257,600) with the balance of funding for construction coming from City of Tustin Capital Improvement Funds ($406,800) and Measure "M" Turnback Funds ($257,600). George g arez City of Santa Ana City Engineer GA:TDS:ccg:Tim 2001 doc:TSIA Area B.doc Attachment ------ ---- -- Tim D. Serlet City of Tustin Director of Public Works /City Engineer Z LL C L z O CO m z 0 z a J a w m O z a U J W Z w w w W m LL W Q, (7 z z W L1J a J J 2 w cr- LIJ a Z F-- U w O m IL TO: Santa Ana/Tustin TSIA Board FROM: TSIA Staff DATE: August 30, 2001 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy SUBJECT: Seventeenth Street/Tustin Avenue Intersection Improvement Project RECOMMENDATION It is recommended that the Santa Ana/Tustin TSIA Board authorize $2,382,230 of TSIA Area A funds for the improvement of the intersection of Seventeenth/Tustin. BACKGROUND TSIA Board approval is being requested for the allocation of funds for the intersection of Seventeenth Street and Tustin Avenue. The improvements include an additional southbound through lane. With the implementation of the improvements, the intersection will be improved to its master plan capacity - an enhanced intersection. This intersection is on the Congestion Management Program network. Its current level of service is E in the a.m. and F in the p.m. peak. With the implementation of the improvements, the level of senlice is projected to be C in the a.m. and B in the p.m. The estimated cost of the improvements is $2,676,460 including $282,230 in Measure M competitive funds. The requested TSIA funding allocation is as follows: Design 01/02 MAYOR Miguel A. Pulido �duC1 °Oq 1st MAYOR PRO TEM $2,000,000 Patricia A. McGuigan - COUNCILMEMBERS Construction Claudia C. Alvarez CITY OF SANTA ANA Lisa Bist Alberta D. Christy PUBLIC WORKS AGENCY M -93 Brett Franklin P.O. Box 1988 Jose Solorio Santa Ana, California 92702 TO: Santa Ana/Tustin TSIA Board FROM: TSIA Staff DATE: August 30, 2001 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy SUBJECT: Seventeenth Street/Tustin Avenue Intersection Improvement Project RECOMMENDATION It is recommended that the Santa Ana/Tustin TSIA Board authorize $2,382,230 of TSIA Area A funds for the improvement of the intersection of Seventeenth/Tustin. BACKGROUND TSIA Board approval is being requested for the allocation of funds for the intersection of Seventeenth Street and Tustin Avenue. The improvements include an additional southbound through lane. With the implementation of the improvements, the intersection will be improved to its master plan capacity - an enhanced intersection. This intersection is on the Congestion Management Program network. Its current level of service is E in the a.m. and F in the p.m. peak. With the implementation of the improvements, the level of senlice is projected to be C in the a.m. and B in the p.m. The estimated cost of the improvements is $2,676,460 including $282,230 in Measure M competitive funds. The requested TSIA funding allocation is as follows: Design 01/02 $100,000 R/W 01/02 $2,000,000 02/03 Construction 03/04 $282,230 S.A./Tustin TSIA Board August 30, 20011 Page 2 From a historical perspective, elected officials in Growth Management Area #7 allocated funds for the SR -55 Overcrossing and the Seventeenth Street Approaches Projects beginning in 1992 with the approval of Measure M. The overcrossings were completed as part of the State Route 55 Widening Project, and right -of -way acquisition is underway for the Seventeenth Street approaches project. Contract award is scheduled for June 2002. Attached is an exhibit indicating build -out of the intersection for the northwest, southwest, and southeast quadrants. Improvements will be constructed on Seventeenth Street in the northwest quadrant. The City is in the process of annexing the northeast quadrant, and preliminary discussions have been held for development projects for the northeast quadrant. With entitlement, it is anticipated additional improvements will be constructed on Tustin Avenue. Transportation Manager City of Santa Ana Tim D. Sere Public Works Director /City Engineer City of Tustin TSIA BOARD MEETING SANTA ANA/TUSTIN TSIAM PA Minutes August 30, 2001 Tustin City Hall City Manager's Conference Room Roll Call Board Members Present: Mayor Tracy Worley — City of Tustin Councilmember Lou Bone — City of Tustin Mayor Pro Tern Pat McGuigan — City of Santa Ana Councilmember Lisa Bist — City of Santa Ana TSIA Staff: William A. Huston, City Manager — City of Tustin Dave Ream, City Manager — City of Santa Ana Joe Fletcher, City Attorney — City of Santa Ana Jim Ross, City of Santa Ana George Alvarez, City of Santa Ana Joyce Amerson, City of Santa Ana Souri Amirani, City of Santa Ana Alex Ugarte, City of Santa Ana Charles View, City of Santa Ana Tim Serlet, City of Tustin Dana Kasdan, City of Tustin Dana Ogdon, City of Tustin Scott Reekstin, City of Tustin Mayor Worley called the meeting to order at 4:06 p.m. Approval of the December 11, 1997, minutes. Moved: Pat McGuigan Seconded: Tracy Worley Motion: Unanimous TSIA Board Meeting August 30, 2001 Page 2 DRAFT III. Treasurer's Report TSIA Audit — Dave Borik was represented by Alex Ugarte Recommendation: 1. Authorize Santa Ana staff to solicit proposals to retain the services of a certified public accounting firm to conduct an audit of TSIA Areas A and B for the period July 1, 1994, to June 30, 2001. 2. Authorize funding in an amount not to exceed $6,000 for the audit. Mr. Ugarte reported that the fund balance for Area A ending June 30, 2001, is 3,442,587.80; the fund balance for Area B ending June 30, 2001, is $3,889.591.31. Tim Serlet noted that staff was recommending that proposals be solicited to conduct an independent audit of TSIA Areas A and B for the period of July 1, 1994, to June 30, 2001. The last separate audit was conducted in 1994. Mr. Ugarte suggested that such an audit could be provided by requesting that the Santa Ana auditors prepare an audit similar to the one required for the Air Quality Management District. Pat McGuigan moved; Lou Bone seconded; motion carried unanimously. IV. Administrative Reports A. Development Tustin Legacy (MCAS Tustin) — Dana Ogdon reported the Tustin City Council adopted the Environmental Impact Report in January 2001 and approved the General Plan Amendment. Lawsuits have been filed by the Santa Ana Unified School District and Rancho Santiago Community College District. The Orange County Rescue Mission executed an interim lease with the City in 1999 for a 5.1 -acre homeless transitional living center. Two existing barracks structures are being rehabilitated at this time. The design of the Valencia- Armstrong first phase of the roadways through the Base is nearly complete. The City is continuing to coordinate with the Navy on the clean -up of the Base; this clean -up is 90 percent complete. The City is working with the Navy to transfer some of the early parcels to social services agencies and other public benefit agency TSIA Board Meeting August 30, 2001 Page 3 properties. The City keeps the Navy apprised of the coyote /rat problems in an attempt to keep that situation under control. 2. Pacific Center East — Scott Reekstin reported there has not been much development activity in this area which is bounded by SR -55, Red Hill, Valencia, and the railroad tracks. The extension of Newport Avenue south to Valencia is the major project planned. This is a 2 -phase project. Staff is working on the environmental report which will be a supplement to the EIR done for the Specific Plan area in 1990. Phase 1 is planned to go to bid in Spring 2002 and Phase 2 by 2003/2004. V. Transportation 1. Allocation of TSIA Funds for Design, Right -of -Way Acquisition, and Construction of the Edinger Avenue Widening Project from Ritchey Street to East of Red Hill Avenue and for Preliminary Engineering for Grand Avenue and Dyer Road Improvement — George Alvarez Recommendation: 1. Approve the transfer of the remaining previously allocated TSIA Funds in the amount of $195,246 (Area B) from the planning phase to the design, right -of- way, and construction phases. 2. Authorize additional TSIA funding in the amount of $2,846,212 (Area B) in FY 01/02 for the completion of the design, right -of -way, and construction phases. 3. Authorize funding in the amount of $100,000 (Area B) for preliminary engineering for intersection improvements at Grand Avenue and Dyer Road, if the total costs for engineering, right -of -way, and construction for the Edinger Avenue Smart Street improvement upon award of the construction contract are at or below the estimated costs of $10,716,458. Mr. Alvarez reported this project has been in the planning stages for about eight years, and the process of acquiring right -of -way is well underway. To fully fund the project, a transfer of $195,246 from the planning phase to the design, right -of -way and construction phases is requested, as well as authorization to fund $2,846,212 for the completion of right -of -way and construction, and an additional $100,000 for preliminary engineering for intersection improvements at Grand Avenue and Dyer Road if total costs for Edinger widening at construction award is at or below $10,716,458. Tim Serlet added that of the $58 million dollars allotted for the key projects in the area right now, $38 million is for construction. It was noted that the Newport extension /SR -55 Ramp TSIA Board Meeting August 30, 2001 Page 4 i Fai TAM Reconfiguration Project must be the first project to go forward because of the lowering of Edinger Avenue and the reconstruction of the ramps. Pat McGuigan asked if there will be a lot of takes of property on Edinger (within Santa Ana). George Alvarez answered that the Texaco station is a full take; three other properties are partial takes. Lisa Bist moved; Lou Bone seconded; motion carried unanimously. 2. Allocation of TSIA Funds for Right -of -Way Acquisition and Construction of the Red Hill Avenue Widening Project at 1 -5 (Area "B ") — Tim Serlet Recommendation: 1. Authorize an additional TSIA allocation in the amount of $115,000 in FY 2001/02 for the completion of the right -of -way acquisition phase; and 2. Authorize a TSIA allocation in the amount of $145,000 in FY 2001/02 for the construction phase of the Red Hill Avenue Widening Project at 1 -5 within TSIA Area B. Mr. Serlet reported that the plan consists of widening Red Hill Avenue between El Camino Real and Nisson Road in the City of Tustin, adding bike lanes on each side of Red Hill, adding a dedicated right -turn lane for southbound Red Hill onto northbound 1 -5, extending the left -turn pocket for northbound Red Hill to northbound 1 -5 along with extending the northbound right -turn lane on Red Hill for southbound 1 -5. The total project is $1.7 million. Additional TSIA funds are requested to cover a short -fall in right - of -way acquisition of $115,000 and a construction short -fall of $145,000. The project has approximately $850,000 in Measure "M" money; the City of Tustin has provided $406,000 in CIP funds, and the remainder will be TSIA funds. Pat McGuigan moved; Lou Bone seconded; motion carried unanimously. 3. Seventeenth Street/Tustin Avenue Intersection Improvement Project — Joyce Amerson Recommendation: Authorize $2,382,230 of TSIA Area A furids for the improvement of the intersection of Seventeenth /Tustin. TSIA Board Meeting August 30, 2001 Page 5 � . 1 Ms. Amerson reported Growth Management Area 7 has provided funding for improvements at 17th Street and Tustin Avenue and the SR -55 Overcrossing. Staff is recommending to build on those improvements and is requesting $2.3 million for these improvements. There are improvements underway in the southeast and southwest quadrants, and improvements will occur in the northwest quadrant if funds are approved for this project. There is a development project being processed for the northwest quadrant which, if approved, would mean fewer TSIA funds than being requested today would be necessary. The northeast quadrant is County property. A development project is being processed through the County, and Santa Ana may annex that site which would allow for widening that segment of Tustin Avenue. Current levels of service are at "F." With improvements, levels of service are anticipated to reach "B" or "C." From a congestion standpoint and an overall development standpoint, positive things are happening at this location. Lou Bone asked if traffic signal coordination along Seventeenth Street is something TSIA can ask Caltrans to facilitate. George Alvarez answered that the City of Santa Ana in conjunction with the City of Tustin continues to work with Caltrans to try to find a solution to the signal coordination problems. Lisa Bist moved; Lou Bone seconded; motion carried unanimously. 4. Allocation of TSIA Funds for Right -of -Way Acquisition Phase of the Irvine Boulevard /Newport Avenue Intersection Enhancement Project (Area "A ") — Tim Serlet Recommendation: Authorize a TSIA allocation in the amount of $100,000 in FY 2001/2002 for the right -of -way acquisition phase of the Irvine Boulevard /Newport Avenue Intersection Enhancement Project within TSIA Area A. Mr. Serlet requested authorization for TSIA to allocate $100,000 to cover a short -fall in the right -of -way phase at the intersection of Newport and Irvine Boulevard. This is a $5.6 million project; the design is 80 percent complete; the City of Tustin has been authorized to solicit offer letters from 23 properties in the area; the estimated right -of- way cost is $2.5 million. Pat McGuigan moved; Lou Bone seconded; motion-carried unanimously. TSIA Board Meeting August 30, 2001 Page 6 DRAFT 4. Legal Matters — None 5. Other Business Charles View, City of Santa Ana Planning Manager, reported that Planning projects in Santa Ana include the last office building being approved at the Bircher Center; a proposal is currently being reviewed for redevelopment to include drive - through restaurants at the corner of Seventeenth and Tustin where the existing Mobil station is located; the Mobil station will be reconfigured with a new mini- market and generally updated to present standards. VIII. Public Comments - None IX. The meeting adjourned at 4:37 p.m. & e) � a,2 qlq AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT BETNVEEN THE, CITY OF SANTA ANA AND THE CITY OF TUSTIN REGARDING THE TUSTIN -SANTA ANA TRANSPORTATION SYSTEM IMPROVEMENT AUTHORITY THIS AMENDMENT to fhc Joint Exercise of Powcrs Agreement ( "Amendment ") is entered into as o f february l?, 2001, by and between the City of Santa Ana, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Santa Ana') and the City of Tustin, a municipal corporation ( "Tustin "). RECITALS A. The Marine Corps Air Station, Tustin, California ( "MCAS Tustin") is a former military installation that has been closed in the manner required pursuant to the Defense Base Closure and Realignment Act of 1990, as amended ( "BRAC" ).federally surplused property at MCAS Tustin consisting of approximately one thousand five hundred and eighty -five (1585) acres is located in Orange County, California. The majority of MCAS Tustin, or approximately one thousand four hundred and ninety (1490) acres, is located within the City of Tustin, California, and approximately ninety - five (95) acres are located within the City of Irvine. B. In accordance with the BRAC, the authority with respect to the disposal of surplus real property at installations closing thereunder has been delegated to the Secretary of Defense and further delegated to the Secretary of the Navy. C. In accordance with the BRAG, the City of Tustin has been recognized as the Local Redevelopment Authority ( "LRA ") for MCAS Tustin by the Office of Economic Adjustment on behalf of the Secretary of Defense. The City of Irvine has also signed lead agency responsibility to the City of Tustin for the preparation of the required base reuse plan, the applicable environmental documents required by the California Environmental Quality Act and all other documents related to the planning for civilian reuse of MCAS Tustin. D. A Joint Final Environmental Impact Statement /Environmental Impact Report (the "FEIS /FEIR ") for the Disposal and Reuse of MCAS Tustin (the "Project ") has been completed and is recommended for adoption by the Tustin City Council by Resolution on January 16, 2001. The FEIS /FEIR includes certain transportation and circulation mitigation measures that are required within the jurisdictional boundaries of Santa Ana, The FF•.IS!FEIR analyses concludes that the mitigation measures contained therein will adequately accommodate the traffic impacts which are anticipated to be generated by the Project E. The parties acknowledge and agree that the FEfS/FEfR identifies that the Project will cause significant impacts in Santa Ana unless mitigated. The parties, in reaching this agreement, intend to describe a mechanism to finance the traffic improvements needed in Santa Ana to mitigate traffic impacts caused over the next 20 years by the Project. F Mitigation Nfeasurc TIC -8 on page 4 -161 of Volume 1 of the FE1S /FE1R allows alternative improvcments that provide an equivalent level of mitigation in the Short Range (year 2005) or Long Range (year 2020) analysis to what is identified in Tables 4 -12 -7, 4 -12 -8 and 4 -12 -9 to identified between Tustin and the impacted jurisdiction. G. Mitigation Measure T /C -9 on page 4 -162 through page 4 -163 of Volume of the FEIS,FE[R requires that Tustin enter into an agreement with Santa Ana to establish a fair share funding mechanism to ensure that off -site traffic improvements needed to mitigate the impacts of the Project within Santa Ana are constructed (the "Improvements ") at specified areas and locations. if. Pursuant to the analysis contained in the adopted FEIS /FF.IS, and incorporated herein by reference as though fully set forth here, the Project is required to fund all or a portion of the cost of necessary traffic mitigation improvements proposed for installation in the short range (year 2005) analysis (the "Short Range Improvements ", and all or a portion of the cost of certain other Improvements proposed for installation in the long range ( year 2020) analysis (the "Long Range Improvements "). 1. On or about November 6, 1989, Santa Ana and Tustin entered into a Joint Exercise of Powers Agreement creating the Santa Ana Transportation System Improvement Authority ( "JPA Agreement"), This JPA Agreement created two Transportation System Improvement Program ( "TS1P ") areas, and pursuant to the provisions of Government Code section 6500 et seq., established a legally separate, joint exercise of powers authority (the "Tustin -Santa Ana Transportation System Improvement Authority') to exercise various defined powers within the TS1P areas. These powers include expenditure of developer impact fees ( "TSIP Area Fees ") to study, plan and implement area -wide circulation improvements. J. The parties to this Amendment agree and acknowledge that certain Improvements should be funded by TSIP Area Fees to be imposed upon all Project non- residential development physically located within the City of Tustin over the next twenty (20) years. K. The parties to this Amendment also intend that the provisions of their agreement, as evidenced herein, should not be subject to amendment in whole or in part by the Government Board of the Santa Ana Transportation System Improvement Authority which was established by the JPA Agreement. L. The Parties to this Amendment have disagreed as to the transportation and circulation mitigation measures included in the FEIS /FEIR and the adequacy of the FEIS/FEIR, and desire to resolve in this Amendment all of their disputes. PA AGREEMENT NOW, "THEREFORE, based on the mutual promise and covenants herein, and in full wtticnient of their differences, the City, the LRA and Santa Ana aarce as follows: A. General Notwithstanding anything to the contrary in the FEiS'FEIR or in the environmental findings approved by Tustin in its approval of the MCAS Tustin Project, the parties agree that they shall be bound by the provisions of this Amendment. B. Improvements in the FEIS /FEIR L Santa Ana Accepts Substituted Improvements or Funding, Santa Ana hereby agrees that the following Short Range and Long Range Improvements in Santa Ana will not require mitigation by the Project as identified in the FEIS /FEIR or any funding by Tustin or development projects at MCAS Tustin since in paragraph 2 of Section E of this Amendment an alternative measure has been identified that provides an equivalent level of mitigation as determined by Santa Ana in consultation with Tustin. This is consistent with provisions of Mitigation Measure T /C -8 in the FEiS/FEIR. Santa Ana agrees that the Improvements listed below shall also no longer be condition precedent to the approval by Tustin of development permits for the Project. Improvements by Location SR-55 Southbound Ramps at Main & Warner* Main & Dyer Edinger Hutton Centre & MacArthur Grand & Warner* Lyon & Edinger Standard & Edinger Ritchey &Edinger * Improvement to these intersections shall remain part of the funded improvements to Warner Avenue described in paragraph 2 of Section E. of this Amendment. 2. Tustin's Obligation for Improvements. As set forth in Exhibit A to this Amendment, Tustin shall be liable to Santa Ana for the Total Costs (as defined in paragraph 1 of Section C of this Amendment) of the Project's designated percentage share of Improvements identified below and shall pay such amount to Santa Ana pursuant to this Amendment. Tustin's obligations under this Section B shall not be paid out of current or future TSIP Area Fees. Santa Ana's obligations under this paragraph shall be paid out of TSIP Area Fees not otherwise allocated pursuant to the express terms of this Amendment. Impro_ements.bv Location Prooiect Percentage Grand and Edinger (for both Short Range and 100% Long Range Improvements ) Grand &; Dyer 29% 3. Timing of Payment. The Improvements designated in Section B.2., above, shall be constructed as "Short Range" Improvements, as that term is utilized in the FEiS /FEIR. Based on the FEIS/FEIR Trip Budget, Tustin shall inform Santa Ana when it anticipates that a Short Range Improvement identified in paragraph 2 of this Section will require mitigation and reach its Average Daily Trip (ADT) threshold identified in the FEIS /FEIR requiring the Short Ranute Improvement; provided, however, that notwithstanding the foregoing Tustin shall conclusively be deemed to have informed Santa Ana under the provisions of this paragraph as of July 1, 2005. Tustin shall begin payment of its fair share obligation of the Total Costs for each Improvement no later than thirty (30) days after the date Santa Ana invoices Tustin for compensable costs incurred for such Improvement and in accordance with paragraph 5 of Section C or paragraph G of Section C. 4. Construction bv'fustin Of Other Long Ranee Impmvetents in Lieu of Pent. Tustin shall assume the "Lead Agency" role (as that term is defined in CEQA) and shall construct or cause to be constructed the Long Range Improvement to Redhill Avenue and Warner as identified in the FEIS!FEIR. The parties shall cooperate at with one another in the conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition (if any), relocation, lost goodwill, construction and acceptance of such Improvement, and give Santa Ana written notice prior to the date that Tustin awards any design contract for such Improvement. Tustin's construction and the final acceptance of this Improvement shall relieve Tustin and development projects at MCAS Tustin of any obligation to pay Santa Ana fair share costs or any contribution of finds whatsoever for such Improvement. All alignment and design plans and environmental documentation prepared by or on behalf of Tustin as Lead Agency for Redhill and Warner Improvements pursuant to this Amendment shall be subject to l approval by Santa Ana, which approval shall not be unreasonably withheld or delayed; provided, however, that at a minimum Tustin and Santa Ana shall ensure that all design plans for Improvements located within the jurisdictional boundaries of Santa Ana to conform to Santa Ana design standards in effect at the time such plans are submitted. C. Responsibility of Parties for Short and Long Range Improvements 1. Total Costs" Defined. As used with reference to Improvements identified in paragraph 2 of Section B of this Amendment, the term "Total Costs" means the costs to be incurred in completion of those Improvements as originally identified in the memorandum report " Cost Estimates for Grand /Dyer and Grand /Edinger" ( "Construction Cost Estimates ") prepared by the City of Santa Ana attached as Exhibit A and incorporated herein by this reference: 0 I , Total Costs shall include: costs for preparation of alignments studies, any environmental documentation which may be necessary in addition to the FEIS'FEIR, the actual costs of land acquisition, property appraisal, relocation, lost goodwill including any costs incurred in any eminent domain action), costs for design and construction, and administrative costs. Administrative costs shall incorporate a twenty (20 %)) cost to cover the construction management administration for each Improvement to be constructed pursuant to paragraph 2 of Section B of this Amendment and the overall administration and management of the Improvement program. b. Estimated construction costs identified in Exhibit A as referenced above shall be adjusted to reflect the costs of any alignment studies needed, environmental documentation and land acquisition (including property appraisal, , relocation, and lost goodwill) and to reflect additional administrative costs beyond those identified in the "Construction Cost Estimates." Construction cost components that remain shall be adjusted to reflect any increase or decrease in the cost of construction. The adjustment, if any, shall be made using the .Engineering News Retort! "Cost of Construction Index" (Base 1913 = 100) (the "Index "). The Index published for the quarter within which this Amendment is executed shall be considered the "base." Each remaining construction cost shall be adjusted by the percentage increase or decrease, if any, in the Index published for the quarter within which the date for first payment over the "base." If at the time of adjustment, the Index shall not exist in the same format as recited in this paragraph, the parties hereto shall mutually agree on any similar construction index, or successor or similar publication or construction industry group, as may then be in existence and shall be most nearly equivalent thereto. 2. "Lead Agency" Defined. As used herein, the tenn "Lead Agency" meatus the city (Tustin or Santa Ana) which is responsible for undertaking the work necessary to complete the Improvements, including, but not limited to preparation of alignment studies and any environmental documentation which may be necessary in addition to the FEIS /FEIR, land acquisition, property appraisal, relocation, lost goodwill, and design and construction, either through its own employees or through independent contractors, except as otherwise provided in this Amendment. 3. Funding Responsibi H tics. Tustin shall be responsible for its defined fair share of Total Costs of the Improvements as identified in paragraph 2 of Section B of this Amendment, exclusive of any portion thereof as to which any governmental entity other than Santa Ana may assume responsibility. Nothing herein shall be construed to restrict the ability of Tustin to meet its funding responsibilities hereunder through the imposition of development fees, other than TSIA fees, or such other revenue measures as may be deemed appropriate by Tustin. 4. Lead Agency Responsibilities. Except as otherwise provided in paragraph 4 of Section B of this Amendment, Santa Ana shall be the Lead Agency for the 5 Improvements, provided, however, that to the extent that Tustin, subject to the approval of Santa Ana asset forth in paragraph 4 of Section B of this Amendment, determines that acquisition of land is required within thejurisdictional boundaries of Santa Ana for the Improvement to Redhill and Warner (which is not currently anticipated) and is unable to acquire land necessary for said Improvement due to Tustin's inability to exercise powers of eminent domain in the jurisdiction of the City of Santa Ana, Santa Ana shall assume Lead Agency responsibilities only with respect to such land acquisition. Santa Ana agrees to defend, indemnify and hold Tustin, its councilmembers, officers, officials, employees, agents, and representatives harmless from and against any and all actions, claims, demands, judgments, attorney 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 ofthe negligent acts or omissions or willful misconduct of Santa Ana in connection with the design and construction of the Improvements by Santa Ana and Santa Ana's performance under this Amendment. Tustin shall defend, indemnify and hold Santa Ana, its councilmembers, officers, officials, employees, agents and representatives harmless from and against any and all actions, claims. Demands, judgments, attorney 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 negligent acts or omissions or �villfitl misconduct of Tustin in connection with the design and construction of the Improvements by Tustin and Tustin's performance under this Amendment. 5. Payment of Costs. For any portion of Total Costs incurred by Santa Ana as Lead Agency, Tustin shall pay to Santa Ana Tustin's finding obligation for such costs, as determined pursuant to paragraph I of this Section, as follows: Santa Ana shall invoice Tustin one month after costs have been incurred, and thereafter, once per month. Each invoice shall be accompanied by a detailed statement of the costs incurred. Each proper invoice shall be paid by Tustin within thirty (3 )0) days of receipt. The parties agree to meet 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 Amendment, Santa Ana may require payments from Tustin at such time as Santa Ana determines to be appropriate to discharge its responsibilities for such action. 6. Payment by Tustin to Santa Ana of Tustin's Fair Share. For the improvement at the intersection of Grand & Dyer, Tustin shall pay Santa Ana twenty - nine percent ( 29 %) of the cost of the Improvement. Tustin agrees that Santa Ana shall be provided with full reimbursement for its seventy -one percent (71 %) portion of the funding obligation for the Improvement as shown in Exhibit A from TSIP funds collected from TSIP Area B, excluding TSIA fees generated by the N1CAS Tustin Project Improvement, as shown on Exhibit D hereto, at such time as Tustin is required to install such Improvement based on the FEISIFEIR Upon Tustin's payment to Santa Ana of its finding obligation for the improvement, Tustin shall be thereupon relieved of any further responsibility for the completion of the Improvement and the completion of the 6 Improvement shall no longer be condition precedent to the approval by Tustin of development permits for the Project. The amount of payment due to Santa Ana from Tustin pursuant to this Section shall be the Tustin's obligation of the Total Cost of the Improvement at the time payment is made consistent with Sections B Section C of this Amendment. 7. Use of Funds by Santa Ana. Any and all funds received by Santa Ana from Tustin for Improvements pursuant to this Amendment shall be used exclusively for the improvements. Santa Arta shall constrict or caused to be constructed all of the Improvements for which funding is provided pursuant to this Amendment and cause a notice of completion to be filed for each Improvement so constructed within a reasonable period of time, which in no event shall be longer than the period for construction set forth in the construction contract. D. Alternative Improvements Santa Ana, in cooperation with Tustin and affected jurisdictions, shall be entitled to propose, select and implement alternative Improvements to those improvements identified in the FEiS ,'FEIR and requiring funding by Tustin as described in Section B of this Amendment; provided, however, that in no case shall Tustin's share of the costs of an alternative Improvement exceed Tustin's fair share funding obligation for the original Improvement as set forth in the FEIS`FEIR and in this Amendment. Any such alternative shall be memorialized by a written amendment to this Amendment, as provided in paragraph 1 of Section 1-I of this Amendment. E. Other Supplemental Improvements Santa Ana and Tustin have created the Tustin -Santa Ana Transportation System Improvement Authority ( "TSIA ") and designated Transportation System Improvement Program ( "TSIP ") areas. The Project is partially located within the current TSIP Benefit Area B for which development fees will be calculated by Tustin and Santa Ana for area - wide transportation system improvements. The parties agree that the certain Supplemental Improvements are Improvements that will benefit both parties and that there is a desire to prioritize any receipt of future TSIA fees from the Project which could be used for these Supplemental improvements and to cooperate in the implementation of these Supplemental Improvements as follows: 1. Effective immediately, TSiP Area B is and shall be amended, as shown in greater detail in Exhibit C hereto and incorporated herein by this reference, to incorporate the entirety of MCAS Tustin located within the corporate boundaries of the City of Tustin (approximately 1507 acres). Commencing January 1, 2010, TSIP Area B shall be further amended, as shown in greater detail in Exhibit D hereto and incorporated herein by this 7 reference, to exclude all property other than the entirety of WAS Tustin located within the corporate boundaries of the City of Tustin (approximately 1507 acres). The term of the Joint Exercise of Powers Agreement is amended to extend the term of the obligations of parties until January 1, 2020 only as it relates to "rSIP Area B, as hereto amended by Exhibit D. All references in the JPA Agreement and this Amendment to TSiP Area B shall be deemed to refer to said Area B as revised from time to time pursuant to this paragraph. 2. Santa Ana and Tustin agree that eighty -five percent (85 %) of TSIA fees collected by Tustin from the Project will be solely allocated to Santa Ana for the widening of Warner Avenue to six (6) lanes between Grand Avenue and Main Street and related intersection improvements on warner Avenue at Grand and Standard Avenues and Main Street. Santa Ana will assume Lead Agency responsibility for such widening and agree to complete design and construction of link segments and intersection enhancements in phases and consistent with their receipt of TSIA fees from the Project. Santa Ana also agrees that completion of any phased portion of the Supplemental Improvement shall not be a precedent to the approval by Tustin of development permits for the Project tied to the Average Daily Trip (ADT) thresholds for each Improvement as described in the FEIS/FEIR. Any and all TSIA fees collected pursuant to this paragraph shall be transferred by the Treasurer of the JPA to Santa Ana on January I and July I of each year, and may be used by Santa Ana for preliminary costs such as alignment studies, design, environmental documentation beyond the FEIS /FE-IR, property appraisal for improvements, property acquisition, relocation, lost goodwill, attorney's fees and court costs, and construction costs. Upon completion of the widening of Warner Avenue to six (6) lanes between Grand and Standard Avenues and Main Street (and related intersection improvements on Warner Avenue at Grand and Standard Avenues and Main Street), the JPA Governing Board shall mutually agree to allocate remaining TSLA fiords generated from WAS Tustin, if any, to other area -wide transportation system improvements benefiting TSIP Area B, as amended. 3. . Such TSIA fees maybe used by Santa Ana for all costs related to this improvement, including but not limited to preliminary costs such as property appraisal, property acquisition (if any), relocation, lost goodwill, cost of environmental documentation, preliminary and final design and administration. 4. Santa Ana and Tustin shall agree on how any additional TSIA fees collected within TSIP Area B solely from the Project, beyond those collected and assigned to the Supplemental Improvement identified in paragraph 2 above, shall be allocated. Santa Ana, agrees to give consideration to prioritizing any Tustin defined Long Range Improvements to Barranca Parkway and Jamboree Road as a high priority for the fifteen percent (15 %) of TSIA Area B fees generated by MCAS Tustin not allocated pursuant to paragraph 2 of this Section E. 5. Tustin and Santa Ana agree to cooperatively advocate any applications for regional, state or federal funding for supplemental Improvements identified in paragraphs 2 and 3 above, and any bonding or other form of financing by the JPA a Governing Board to obtain present value of the funds specified in paragraph 2 of this Section E utilitizing TSIA Area B fees from the MCAS Tustin project as debt service payments. 6. During the term of the JPA Agreement and this Amendment, Tustin shall not fail to collect TSIA fees from any non - residential development within TSIA Area B as "development" is defined in the JPA Agreement. F. Satisfaction of Mitigation Measure Santa Ana agrees that by executing, delivering and fully complying with the terms and provisions of this Amendment, Tustin has satisfied Mitigation Measure T /C -9 in the FE1S /FEIR. G. Covenant Not To Sue Based on this Amendment, Santa Ana hereby agree and covenants that this Amendment forever satisfies any past, present or future claims which Santa Ana had, has or may have against Tustin or its agents, officers, representatives, and assigns arising out of the approval of the MCAS Tustin Project and the preparation and certification of the FEISiFEIR. As a result, Santa Ana hereby covenants not to file a claim or lawsuit against Tustin, the City of Irvine, or the united States of America regarding the disposal of property or reuse at MCAS Tustin or the FEIS /FEIR for the Reuse and Disposal of MCAS Tustin or the approval of any and all future discretionary implementation actions needed for the WAS Tustin Project including construction contracts, development applications, development project approvals or permits (including any necessary subsequent environmental documentation for any and all implementation actions and/or creation of a Redevelopment Project) related to WAS Tustin, so long as the disposal of property and reuse of MCAS Tustin is consistent with "Alternative I" as set forth in the FEIS /FEIR. As used in this Amendment "file a claim" includes filing a claim under the State Tort Claims. Santa Ana also agrees and covenants to not fund, in whole or in part, any claims or lawsuits against the parties identified in this Section by any other individual or entity. Tustin also hereto covenants not to file any future legal actions of whatever kind or nature against Santa Ana regarding the "MacArthur Place Program Environmental Impact Report, E IR No. 87 -1," certifier( by the Santa Ana City Council on December 7, 1987 and approval of subsequent projects at MacArthur Place consistent with entitlement levels previously authorized by EfR 87 -1. The terms of this Amendment may be enforced by court judgment, or judgment, including through an action for specific performance. H. Miscellaneous This agreement is in furtherance of a settlement of disputes among the Parties and nothing in this agreement is intended as an admission of any fact or issue in dispute. No statements in this Amendment may be used in the event of litigation or in any other context as an admission of a Party. 1. Amendments, Neither this Amendment nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Amendment may be amended by a writing signed by the parties following approval of their respective City Councils, and the observance of any such tents may be waived (either generally or in a particular instance and either retroactively or prospectively) by a writing signed by the party against whom such waiver is to be asserted. The Governing Board of the JPA shall have no power or authority to change, waive, discharge, terminate, alter or modify the terms and provisions of this Amendment. Except as expressly set forth herein, the terms and provisions of the JPA Agreement shall remain in full force and effect. 2. Notices. All notices or other communications provided for or permitted hereunder shall be made by hand - delivery, pre -paid first -class mail, or telecopier: Tustin: William Huston, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 telecopier (714) 832 -0825 Santa Ana: David N. Ream, City Manager City of Santa Ana 20 Civic Center Plaza Post Office Box 1988 Santa Ana, CA 92707 telecopier (714) 647 -6954 and 10 Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telecopier (714) 647 -6956 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, Califomia 92702 telecopier (714) 647 -6515 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; two business days after being deposited in the mail, postage pre -paid, if mailed as aforesaid; and when receipt acknowledged in writing by the recipient, if telecopied. Any party may from time to time, by written notice to the other, designate a different address that shall be substituted for that specified above. 3. Counterparts. This Amendment maybe executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 4. Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed within the state. 6. Entire Agreement, This Amendment and the JPA Agreement arc intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Amendment supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the parties with respect to such subject matter. 7. Attornevs' Fees. As of January 1, 2010, paragraph 9 of the JPA Agreement is deleted, and shall be null and void for all purposes. 11 8. Severability. In the event that anv one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the remainder of this Amendment and application of such pro%isions(s) to other circumstances, shall be interpreted so as best to reasonably effect the intent of the parties hereto. 9. Enforcement of this Amendment. The parties acknowledge and agree that the provisions of this Amendment relating to the construction of certain physical improvements to improve the circulation of vehicles, is intended and shall be interpreted to be mitigation of impacts of the disposal and reuse of MCAS Tustin as set forth in the FEIS /FEIR. The parties acknortiledge and agree that the provisions of this Amendment relating to such improvements ( "mitigation measures) are intended and shall be interpreted as mitigation of significant impacts to the environment. Further, the parties acknowledge and agree that the mitigation measures set forth in this Amendment mitigate significant impacts to the same extent and level as Mitigation Measures identified within the jurisdictional boundaries of Santa Ana in the FEIS /FErR , implement Mitigation Measures T /C -8 and T /C- 9 in the FEIS /FELR and that said mitigation measures set forth in this Amendment shall be fully enforceable both in law and in equity as "mitigation measures" pursuant to NNEPA, CEQA and A$ 3180 (Chapter 1232, Statutes 1988). 10. Force Majeure. Neither of the parties hereto shall be responsible for any delay in its performance hereunder resulting from shortage of labor or materials, delivery delay, major equipment breakdown, load management, strike, labor disturbance, war, riot, insurrection, civil disturbance, weather conditions, epidemic, quarantine restriction, sabotage, act of public enemy, earthquake, governmental rule, regulation or order, including orders orjudgtnents of any court or regulatory body, act of God, or from any other cause or condition beyond the reasonable control of the parties. 12. Time is of the Essence. Except as provided in paragraph j. above, relating to failure or delay in performance, time is of the essence in respect to all provisions of this Amendment in which a definite threshold for performance is specified. 13. Farther Assurances. Subject to the terms and conditions hereof, the parties agree to cooperate with each other and to perform Stich further acts or execute and deliver such additional instruments or documents as any party may reasonably request in order to carry out the purposes of this Amendment and the transactions contemplated hereby. [Signatures provided on next page} 12 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. ATTEST: ac PA ICIA E. HE-ALY 0 Clerk of the Council ED AS AS TO CONTENT: DAVID N. REAM City Manager ST PAMELA STO R City Clerk APPR D AS TO FORM: Lois E. effrey, C ty Attorney AS TO City Manager SANTA ANA TUSTIN 13 CITY OF SANT A. CITY OF TUSTIN TRAC WILLS WORLEY/ Mayor Exhibit A Public Improvements and Cost Estimates JAM -25 -2001 10!19 MAYOR Miguel A. PUlido MAYOR PRO Te -M Patrick A. McGuigan COUNCILMEMBERS Claudia C. Alvarez Lisa Biat Alberta D. Onrlaiy Brett Fmnidin Joao Soloriv January 5, 2001 CITY OF TUSTIN A CITY OF SANTA ANA PUBLIC WORKS AGENCY M -21 P.D. Box I OM $;to Ana, Cdlitamia 92702 Christine Shingleton, Assistant City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Subject: Cost Estimates for Grand /Dyer and Grand /Edinger Dear Christine: 714 030 1602 P.03i13 CrrY MANAGER David N. Ream CITY ATTORNEY Jooaph W. Neither CLERK OF THE COUNr- Patricia E. Healy j:-:;rr, A. t , t i . As promised the City of Santa Ana Public Works agency has prepared cost estimates for the intersection Improvements: The cost estimates include design, right-of-way, acquisition and construction. The estimated costs for each intersection are for short range and long range improvements. A summary of the cost estimates is as follows: fn #ersection ImprovementJ Improvement Estimated Costs Tustin Share Santa Ana Share Grand/Dyer Short range 2005 Add E/B LT 116,000 29% 284,000 (71%) Long range 2020 Add W/B Thru 58 000 29% 142,000 71% Total 174,000 426 000 Grand/Edinger Short range 2005 Add NIB Lt and Rt; Add E/B Lt and Rt; Add SIB Lt and Rt 1,800,000(100%) 2,100,000 100% TSIA fee Long range 2020 Add W/B Lt and Rt 900,000(100%) Total 1 4,700,000 2.100-000 As discussed at our Decomber 21, 2000 meeting, Santa Ana is requesting that both Grand /Dyer and GrandlEdinger intersections be fully improved in the short range (2005). The intersection of Grand /Dyer is designated as an enhanced intersection per the City's Circulation Element. The intersection of Grand /Dyer is presently operating at LOS E. The necessity to fully improve the intersection now is based on the fact that it Is currently operating below acceptable' level of service, and the situation will be exasperated with MCAS Reuse Plan traffic. The intersection cannot wait until 2020 for the full Intersection improvements, JAN -25 -2001 10:20 CIT" OF TUSTIN 714 838 1602 P.04i13 The intersection of Grand /Edinger is designated as an enhanced intersection per the City's Circulation Element. Three of the intersection legs will be widen in the short range. Santa Ana/Tustin TSIA fee would fund the north and west legs while the project (MCAS Tustin) is responsible for funding 100% of the south in the short range. The City of Santa Ana requests Tustin to widen the east leg in the short range to coordinate and provide the proper lane alignment with the west leg. In summary If three intersection legs are widened, the fourth leg must also be widen concurrently. In exchange for the full improvements at Grand /Dyer and Grand /Edinger the City of Santa Ana will forgo mitigation of the other intersections. A detailed cost estimate and preliminary plan is attached for your review. If you or your staff have any questions regarding the cost estimates or scope of work please call me at your convenience. Sincerely, George A� ez��� City Engineer cc: Cindy Nelson Jim Ross Ben Kaufman Enclosures KASr. Managemen9Lede SkChrstine Shingletan 6AUflD.0ee SAN -25 -2001 10!21 CITY OF TUSTIN 714 838 1602 P.06/0 1151D1 Grand Avenue and 'Dyer Rd_ Widening Preliminary Cost Estimate �� ��fl; '�CI�!��I�F. MIt^ir�FPi M~� --•.. �Y,Ai�n p�r �' v+.J L "T��4 h' S is :I ril w^lq' F 1 : 1 1 11 ©� .11 :III Signal Traffic • f f �� 11 111 1 0 11 1 ��.fx „r�'II"4'ay a'� s _ c a.. ra:�. d�ij_�^r ���s�^s�mF� y. +r. sr�s .1� � f��o`� =�: `�'��� ��,�:r,+'��-�:'�""•'�' '. .f f . I 1119M, 11 �i+`�F�.h = G: L'. L.. =+nh�r.��.� 111 y�7 -�aC l_e:�'4c�'Lw �S; �y�•�.hif'+�.i1 �L� �+- ��4:2 =� �:v._, fit°f1Yl�li�. ®� ,.� 1 111 ME MOMEMME 1 III 1 1 1 9M7f� 9,7A 7 5T _ F �_ n a ; � 79®4 .0 � ;r54".119c�1- G �111 �tiJl1 ,r ti . aF et, y AT x 'A 1 h x q 4 i f_ IP T n Ar INS / AN ,. ' ,f q �Lv JAN -25 -2001 10!21 CITY OF TUSTIN PO2LIC WORKS AGz-`ICY % 1� �'i C 77 ^Y OF $AMTA ANA � y _ / 714 030 1602 P.O?/13 Gl I S7N Cf t p 4' Z)m c se sT CZ a 0,&IA/ E �f T� IV %..P ._.. ..; IS n ■f q _ ! • J imp 3 10 1N [m SPA aL i 1L, i 4m �+ M " A-11 "11:��) JAN -25 -2001 10!22 C1TV OF TUSTIN 714 83@ 1602 P. 09./13 A:L OONS'UL71NO ENGINE °_RS Project No. 0557.081 GRAND AVENUE EDINGER AVENUE INTERSECTION PRELIMINARY PROJECT COST ESTIMATE SUMMARY . Project Dowipilon: trend Ave. Edinger Ave. Intercectlan Improvements Limila: Ihterseatlam Proposed Imprwamamt (Scope) f ill toot Rl$hhOf -Way ROADWAY rTEMS TOTAL CONSTRUCTION COST TOTAL CAPITAL COST DF510N 5NGINEERING CONSTRUCT,ON ENGINEERING RIGHT OF WAY TOTAL PROJECT COST Estimate Prepared =y: L®tnatte Matsuyama Estimate Approved Iry; Jeri Fromheft EaOraats updated w my or Santa Am u"IaS Date: 96/70/99 Dale: 07109!99 Data: 05130roo a 5,97,090 a 9,967,000 a 1,957,000 a 294,900 $ 294,000 S PlIS5,000 S 4,740,000 a CITY OF SANTA ANA N;\ 0' g9TOB7 \ttuastalt'2.Etlln6ranCOat3.X's 6H =--T 1 OF 14 55170100 JAN-25-2001 10:22 CITY OF TUSTIN 714 230 I602 P.10/13 ASLOONSULTINO ENGINEERS GPLANDAVENUF MINGERAVENUE INTERSECTION CITY OF SANTA ANA . PREUMINARY PROJWT COST ESTIMATE ROADWAY rIllMS SUMMARY WnrMl I SKSE., 2 OF 14 $13=0 rest FLwlhworh................. ... . ........ . ... . ........ ........................ ........... ................ ............... S' 155,0a0 .. 5ttuct4ral .... . ......... .............. . ............................... . . ..................... ........ S 5C3,000 DrainageItem ............... ............ ... . ........ .............. ........................ I ........ ..................... 00.000 Traffic Item .... ......... I—, ........ . . . ........ ..... .. ......................... - ... .......... .. .... ................. S 238,000 uurlv itama ........ .......... . ................ .......................... ......................... . .................................. S 517.040 Landscape.._ ............. " ...... ....... ... . ............ ........................... ....... . ... .................. S 76,000 Minorflunw ...... . ....... ..... ......... -- .......... ........................ .. ............ ...... S 70,600 RoadwaymabifiIIaLlon --- .......................................... .......... .................... ....... I . . ........ ..Roadway rarktiniiendelas ....... . .. .................. . ....... ............. ...... ........................... ....... 5 163,000 OIal Roadway .......... .......................... ............................... S 1,997,000 I SKSE., 2 OF 14 $13=0 JAN -25 -2001 10:22 CIT" OF TUSTIN 714 838 1602 P.11/13 ASL CONSULT, ING! ENGINE °_RS I. ROADWAY tTEMS Unit; Section 1 Earthwork Unit Roadway Evcavadon M3 24. thickness assumed LS Cloaring & Grubbing L6 Rc=vo Curt & Guuer m Section 2 SYuctural Section 520,000 Asphalt Concrete TONNE Aggregate Base M3 Curt & Guttet M3 Sidewalk M3 Removals (Sidewalk} M3 YVhaelchair Ramp EA than Area M3 Section 3 Drainage Unit Catch Basin ^— FA Pipe 450 mm RCP M Parkway culvert EA Section a Trai3c Items Unit; 6A- Traffic signing & striping LS 66 - Track signals: LE BC - Streetlightingr LS Tralric Cmtrcl LS Relocate Fier Optics LS GRAND AVENUE EDINGUR AVENUE INYERSECTION . PREUMINARY PROJECT COST ESTIMATE CITY OF SANTA ANA Quantity Unit Price Cost 1536 x r 536.00 = 555,391 t x 520,000.70 520,000 2583 X $31.00 a S80,073 TOTAL EARTHWORK S 155.464 1017 x $60,00 = S61,000 770 x 550.00 c S38,a31 413 x $330.00 = $161,159 562 x 5245.00 a 5137,695 332 x $81.00 = $26,676 4 x 51500.00 s 56,000 751 x $26.00 = 572,064 TOTAL ETRUCTURAL SECTION 5 603,238 ouentity Unit Price Cast _rr 3 X S10000.00 = S30,000 50 x S400.00 = 520,000 12 x 57500.00 = S1B4000 TOTALORAINAGE 5 68,000 Quantity Unit Price Cast 1 x 510060.00 = 510,000 1 x $150000.00 5150,000 1 x 520090.00 = s2o,aoo 1 x $30000.00 : 830,1100 1 X $25000.00 a $25,000 TOTAL TRAFFIC ITEMS S 235,000 9 NA9597\02 Monatalt2- Ed1nGrsneost3.x1s SFI EET3OF! 14 60(voo JAN -25 -2091 10:23 ASL OONSULTING ENGINE =-A6 gal No: OS117.99i Seetien 5 U11I11y hems Unit Relocate transmission power pole EA Relocate I&C @I power pole FA Relocate cabinet&, MJi, Pull Boxes, LS ild Electric and Telephone Mild Relatate Ore hydrant Fit Relocate water meter EA Relocetalfn&talt asset 9eht • EA Sactfon 6 LaMacaping Unit Londecaptng LS .on 7 Mina Items subtotal 0-611M 1 -G 8eo0on 9 Roadway Mot0i2s8en Subtotal 5eellan 1.8 Mirror Items Section g Contingenuy Subtotal Section 1-8 Minor Ilema CITY OF —USTIN GRAND AVENUE EDINOER AVENUE INTERSECTION . PRELIMINARY PROJECT COST ESTIMATE Quantity Unit Pries 7 x 550000.08 2 y $4000,00 1 x S70099A9 4 x $5000.00 38 x 51009.00 10 x 53009 -a0 TOTAL UTILITY ITEMS Ouantlty Unit Price �_ 1 575,900.00 SUBTOTAL SECTIONS 1-e $ 1,564,000 x 50.05 TOTAL MINOR rrrMS $ 1,534,000 5 78,000 Sum 5 1,032,000 x 50.10 TOTAL ROADWAY MOBILIZATION F:: \055 T08iV9oca1olt2- EdlnGrarwo &l3.xlx Goss 5350,000 58,000 570,D00 MAO 539,000 530,0110 714 839 1602 P.12i13 Cl Y Ole SANTA ANA 5 mpoa Qast 578,000 S 75,000 5 1,554,000 577,700.0 5 78,000 $ 103,000 5 1 :54,000 S 78,997 Sum S 1,632,000 x SO.iO 5183,900 TOTAL CONTINOeNCIZS 5 163.000 TOTAL ROADWAY ITEMS S 1,958,000 SHE I=T 4 OF 16 51aoioo SRN -25 -2001 10 :c3 ASL CONSULTING ENGINEERS Prvleal Na.: 0987.091 It. STRUCTURES ITEMS Total Cast for stmeture Ls IIL ENGINEERING Deatgn Subtotal Cons6vctian Goat% $1,9S71c00. x comIntabon •• Subtotal Owsb%ebonGuatx 51,957,000 x IV. RIGHT OP WAY CITY OF TUSTIN GRAND XV-ENUE EOIN3ER AVENUE INTERSECTION PRELIMINARY PROJECT COST ESTIMATE 1 x TOTAL STFILIMA6s ITSMs 714 838 1602 P.13i13 CTT1' OF SANTA ANA 50 s g 15% 15'/. a 294,000 iS'G 1s% 29e,000 TOTAL ENGINEERING COST s ,591,0c0 N:VO: -9T0 B! W oc3�elCt -Edin G: ancoaCi.xls 1 SHEn'S OF to &XIC0 Unit Quantity Ave Unit Price Goat /kquisi09n' r M2 2^c17 X 5275.35 Sl14,B40 Impacted Huildngs EA 4 5208,73080 5939,080 Impacted Parking. EA 100 S3,149.00 S314,000 TOTAL RIGHTOF WAY S 1,184,200 Construcllon Eaaement LS 14% Right of way AdmiNStratIon 1!8,044 15'k R.O.W. ConbrigirM 3 310,834 TOTAL 5 2.05,030 N:VO: -9T0 B! W oc3�elCt -Edin G: ancoaCi.xls 1 SHEn'S OF to &XIC0 Exhibit B Reserved Exhibit C Revised TSIP Boundaries 2001 MCFADDEN AVE. EDINGER AVE. I1 WARNER AVE. DYER RD. SANTA AAA PV %&i[ II[F�5 ✓wM1 f EXHIBIT rC' v> z Exhibit D Revised TSIP Boundaries 2010 I N.T.B. SANTA ANA P EXHIBIT Dr �L&S mor5 a[Kv t)- 1-ab`t AMENLYMENT NO. I 'TO THE JOIN NI' 1'OWER AGREEMENT ('TSIA) '['his amendment No. 1 to the Joint Exercise of Powers Agreement between the City of Santa Ana and the City of Tustin creating the Tustin -Santa Ana Transportation Improvement Authority, dated November 6, 1989, ( "the agreement ") is made and entered into by and I)C[wCell the City oClltstiri ("Tustin ") and the City of Santa Ana ( "Santa :Ana "). RI.:CITALS On November 6, 1989, Santa Ana and'fustin entered into the Agrcement. 2. Section 7 of the Agreement permits amendment by mutual consent of both parties, approved by a majority vote of the respective City Councils. 3. It ha:; been determined by the Governing Board of the Authority that the threshold for the Transportation System Improvement Program (`7SIP ") fees should be increased to apply to projects of greater valuation that could significantly impact the transportation system in the TSIP areas; 4. The staff of Santa Ana and 'Tustin are jointly recommending an amendment to the TSfP valuation threshold, based on the Construction Cost Index (CCI) between 1982 and 1997. The CCI has increased 47 percent, which Would increase the base valuation from 520,000 to $30,000 for development projects within the TSIP areas. NOW, THEREFORE, based oil the above recitals and the mutual promises and covenants herein, the parties agree as Tollows: AGREEMEN'r Section 3(6 1) of the Agreement is hereby amended to read as follo-ws: (1) "Construction or improvement projects not exceeding - &20,00( 530,000 in cost. 2. Except as amended herein, all other terms and conditions of [lie Agreement shall remain in full force and effect. Amendment to the Joint Fu.ver Agreement Page 2 IN WITNESS 1VllEftl:(7P, the cities of `Rtstin and Santa Ana have by action of their City Council authorized this amendment to be executed for and on behall'of both cities. City of'rustin Minor Date: 9 � Stoker, City Clerk APPROVED AS TO FORM: Lots E.1ef1'rcy, Ci NlwwpugN d'H City of Santa Ana Dat?/4�� /!F5R.9 a Guy, City clerk ,�i( Santa Ana City :+yttorncy (;2! a fU C'lnt f Cit•: M,-imacrer OIL( Y I J I �U-c- JOINT RCISE OF POWERS AGREEME b�TWEEN ✓ �Iy /�; "TFIE CITY OF SANTA ANA AND THE CITY OF TUSTIN CREATING THE TUSTIN - SANTA ANA TRANSPORTATION C C y SYSTEM IMPROVEMENT AUTHORITY la y C 0 198° 6, Clti THIS AGREEMENT, dated for convenience as of Nov. , is made and entered into by and between the CITY OF SANTA ANA (hereinafter referred to as "Santa Ana ") and the CITY OF TUSTIN (hereinafter referred to as "Tustin "), municipal corporations of the State of California. W- I- T- N- E- S- S -E -T -H Recitals: A. The areas designated as A. and B in Exhibit A, attached hereto and incorporated herein by reference are comprised partly of territory of Santa Apa and partly of territory of Tustin. Said areas are designated "Transportation System Improvement Program" ( "TSIP ") areas and are hereinafter referred to as TSIP Area A and TSIP Area B, or collectively as the TSIP Areas. Due to development within said TSIP Areas, they are in need of major transportation system improvements. B. Santa Ana and Tustin are each empowered by law to expend public moneys on such transportation system improvements as they determine to be appropriate. C. Santa Ana and Tustin are of the opinion that the TSIP Areas require a comprehensive program for areawide transportation system improvements, including their joint participation in the establishment of priorities'and.in the funding of improvements. _. _ D. Santa Ana and Tustin propose to impose or increase fees on developments occurring within their respective portions of the TSIP Areas, the revenues from which are to be used solely for areawide transpo�, ion system improvemtJ —s within each respective TSIP area. E. Santa Ana and Tustin do now desire to establish a joint powers agency to establish and maintain a transportation system improvement program for the TSIP Areas to identify needed transportation system improvements and their appropriate priority, determine appropriate development fees, and control the expenditure of development fees for areawide transportation system improvements which benefit the TSIP Areas. WHEREFORE, the parties hereto do hereby agree as follows: 1. Purpose This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7,. Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter called "Act ") relating to the joint exercise of powers by public agencies. Santa Ana and Tustin each possess the powers referred to in the recitals hereof. The purpose of this Agreement is to exercise such powers by jointly developing and maintaining a Program for transportation system improvements in each TSIP Area, for determining appropriate developer fees, and controlling the expenditure of development fee revenues for areawide transportation improvements which benefit the respective TSIP Area. The foregoing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. 2. Transportation System Improvement Authority A. _ Creation of Authority Pursuant to Sections 6506 and 6507 of the Act, there is 2 hereby created a )lic entity to be known �he "Tustin - Santa Ana Transportation System Improvement Authority" (hereinafter called the "Authority "). Said Authority shall be a public entity separate and apart ...from the parties hereto. Its debts, liabilities and obligations shall not constitute debts, liabilities or obligations of the parties hereto. The Authority shall have the power in its own name to do any of the following: (1) To exercise jointly the common powers of the City of Tustin and City of Santa Ana in studying and planning ways and means to provide for the planning and financing of areawide circulation improvements, recommending imposition of development fees and prescribing the payment and expenditure of such development fees revenues. (2) To make and enter into consultant agreements in order to obtain the services of professional consultants to assist the Authority in its exercise of powers of the Authority. (3) To appoint agents. (4) To incur debts, liabilities, or obligations subject to limitations herein set forth. (5) To receive gifts, contributions and donations of Property, funds, services and other forms of financial assistance from persons, firms, corporations and governmental entities. (6) To sue and be sued in its own name. (7) To apply for an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs. (8) To adopt rule's, regulations, policies, by -laws and procedures governing the operation of the Authority. (9) To the extent not herein specifically provided for, to exercise any powers in the manner and - according to the methods provided under applicable laws, B. Governing Board The Authority shall be administered by a governing 3 ) board of four (4) voting members. The city councils of Santa Ana and Tustin shall each select, from among their members, two (2) voting members to serve on the governing board of the Authority. The Mayor and Vice -Mayor Pro Tem of a party hereto shall be deemed to be selected by the city council of such party unless such city council makes a different selection. The city council of each party hereto shall also select one or more alternates from among their respective members, who may serve as voting members of the authority in the absence of the primary members. Each voting member of the governing board of the authority shall serve at the pleasure of the city council which selected such member. The voting members may select a fifth (5th) member to serve on the Board of Directors. The fifth voting member may be removed at any time by a majority vote of the other voting members. The parties agree to instruct and direct their respective representatives to vote and take other appropriate actions to carry out the intent and purposes of this agreement. The City. Manager, or his or her designated representative, of each party shall be an ex officio non- voting member of the Authority. He or she shall be entitled to Participate in the deliberations of the governing board of the Authority to the same extent as the voting members of that board but shall not be entitled to make, second or vote on motions. C. Meetings of the Governing Board (1) Reqular, Meetings The governing board of the Authority shall provide for the date, time and place of its regular meetings; provided it ki shall hold at le, one regular meeting in teach three (3) month (quarterly) period of each calendar year. The date, time and place of regular meetings shall be fired by resolution of the governing board and a -copy of such resolution shall be filed with each party hereto. Until such time as the date, time and place of regular meetings is otherwise established by the governing board, regular meetings shall be held at the City Hall of the host city (as hereinafter defined) on the 4th Thursday of the months of January, April, July and October at 4:00 p.m. The first meeting of the governing board shall be held on the date listed above which first occurs following the effective date of this Agreement. (2) Ralph M. Brown Act All meetings of the governing board of the Authority shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with section 54950 of the Government Code.) (3) Minutes The Secretary of the Authority shall cause to be kept minutes of the meetings of the governing board, and shall, after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board. (4) Quorum and Vote Requirements Three (3) voting members shall be required to be Present at the meeting to conduct any business or take any action. Each city shall use best efforts and exercise good faith to send two ( 2 ) voting members to every meeting. Less than a 5 j quorum may adjou.... , from time to time. No ...ocion shall be deemed carried unless it receives the affirmative vote of at least three (3) voting members. D. Officers (1) "Host City" Defined Each party hereto shall be the "host city" under this Agreement in alternating calendar years. Tustin shall be the host city until the end of the 1990 calendar year. (2) Chairperson Unless otherwise provided by the governing board, the Mayor of the host city shall be chairperson of the governing board. The Chairperson of the governing board shall preside at its meetings and shall perform such other duties as are specified by the governing board. (3) Vice Chairperson Unless otherwise provided by the governing board, the Mayor of the non -host city shall be Vice Chairperson of the governing board. (4) Secretary The Secretary of the Authority shall be designated by the City Manager of the host city from among the officers and employees of the host city. The Secretary shall be responsible for the minutes and other records of the governing board and shall perform such other duties as are specified by the governing board. Upon the conclusion of each calendar year, the Secretary for the past calendar year shall transfer all documents in his or her custody pertaining to the business of the Authority to the 0 �ecrezary for the • ,xt calendar year. (5) Treasurer The Treasurer of the Authority shall be the chief financial officer o£ Santa Ana. The Treasurer shall be the depository and have custody of all the money of the Authority, from whatever source. The Treasurer shall also be the auditor - controller of the Authority. The Treasurer shall: (a) Receive and receipt for all money of the Authority an place it in the treasury of Santa Ana to the credit of the Authority. (b) Be responsible upon his or her official bond for the safekeeping and disbursement of all Authority money so held by him or her. (c) Pay sums due from the Authority from Authority money as approved by the governing body. (d) Verify and report in writing on the first day of July, October, January and April of each year to the Authority and to each party hereto the amount of money he or she holds for the Authority, the amount of receipts since his or her last _- report, and the amount paid out since his last report. (e) Cause an annual audit -of the accounts and records of the Authority to be made (except that audits may be made on the basis of a two -year period if unanimously approved by the governing board).. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. 7 3. Dis os on of Transportation Sy m Improvement Development Fees (a) As used herein, "development fee" means a fee imposed and paid to the Authority on any development (as hereinafter defined) occurring within TSIP Areas A or B, the expenditure of such fee revenues being limited to areawide transportation system improvements benefiting such TSIP Area. Until such time as the parties hereto change their development fee to the levels to be -recommended by the Authority pursuant to section 4C of this Agreement, each party shall adopt and maintain ordinances and /or resolutions imposing development fees as follows: In Santa Ana, the minimum fee for TSIP Area A shall be --- - - - - - -- $4.52 per square foot of gross floor area for any development, and the minimum fee for TSIP Area B shall be 2$ of the cost of 11 _.- .- 11 construction for any development. In Tustin the minimum fee for Area A shall be 2$ of the cost of construction for any development and the minimum fee for Area B shall he an amount per square foot of gross_floor area for any development, which amount shall be $2.60 for commercial /office development, $1 80 for "R & D' development, and $1.00 for industrial development. The parties hereto agree to have ordinances and /or resolutions conforming to the foregoing in place by January 1, 1990. At such time as the parties hereto receive recommended fee levels from the Authority pursuant to section 4C of this Agreement, each party shall adopt or amend its ordinances and /or resolutions to impose development fees in accordance with such recommendation, except that a party shall not be obligated to adopt a fee recommended by the Authority if it determines in good faith that 9 the fee recomme, J by the Authority is w..,ily unreasonable and not reasonably calculated to impose developer's fees commensurate with the proportionate contribution which should be required of each development or -class of development for areawide traffic impacts in its TSIP Area based on (a) transportation system improvements required to mitigate traffic impacts of all ultimate developments within each TSIP Area and the cost thereof, and (b) the proportion of contribution toward the total areawide traffic impacts of particular dovolopnionL,, or cl,,: ;:. ;a:.; Of dcvolopmcuiL, in which case the party making such determination shall submit its reasons for such a determination to the Authority and the Authority shall review its recommendation in light of such reasons and revise or reaffirm its recommendation. Nothing herein shall be construed to limit either party from amending any development fee ordinance and /or resolution to clarify its terms or bring it into compliance with applicable law. (b) Except as otherwise provided by subsection (7) of this section, from and after the date of execution of this Agreement, any and all development fee revenues collected by either party hereto on account of any development (as hereinafter defined) located within the TSIP areas shall be Authority money from the time of its collection and shall be transmitted by the collecting party to the Treasurer for deposit to the credit of the Authority. (c) The Treasurer of the Authority shall maintain such fee revenues in TSIP Area A and TSIP Area B accounts separate and apart from all other moneys in his or her custody. Such moneys IN manner anc1 eject to the same ci limitations as mu— Icipal funds in the custody of the Treasurer. Any and all interest accruing on such development fee revenues shall belong to the Authority and shall be treated in the same manner as development fee revenues. (d) Either party hereto, or both parties acting pursuant to mutual agreement, may transfer other or additional city revenues to the Authority to be treated in the same manner as development fee revenues. (e) No part of Authority revenues shall be used for administrative or overhead costs, except as approved by the Authority. (f) As used herein "development" means any construction or improvement project which will result in a new building or structure, or increase in floor area of an existing building or structure, exclusive of the following: (1) Construction or improvement projects not exceeding $20,000 in cost. ,v✓ (2) Off- street parking facilities. • �v (3) Any construction or improvement project as to which a development fee may not lawfully be imposed under State law. (4) single-family residences and structures accessory thereto. (g) At any time one of the parties to this Agreement collects a development fee from a development project within its jurisdiction and within one of the TSIP Areas (the "collecting city ") pursuant to recommendation of the Authority pursuant to 10 the provisions c �ction 4C: (i) If, at such time, the other party to this Agreement (the "other city ") does not have in effect development fee ordinances and /qr resolutions which would result in a development fee being imposed on such a development project had it occurred in the other city's jurisdiction, then the fees collected by the collecting City from such development project shall belong to the collecting city and not to the Authority. (ii) If, at such time, the other city does have development fee ordinances and /or resolutions applicable to that TSIP Area in effect, but the amount of the development fee revenues that would have' been collected by the other city from such development project, had it occurred in the other city's portion of that TSIP Area, would have been less than the development fees collected from such development project b Y the collecting city, then only that portion of the development fees collected from such development project by the collecting city which is equal in amount to the fees that wou . Id have been collected by the other city shall belong to the Authority, and the balance shall belong to the collecting city. (h) In the event and to the extent that either party to this Agreement grants a developer any special exemption from or limitation on the payment of development fees, such party shall pay the Authority the amount of money that the Authority would have received but for such exemption or limitation; provided however this obligation shall not a 1 PP y- to exemptions or limitations existing by reason of development agreements 11 attached hereto ..,r to exemptions or limi_L -dons for development of automobile dealerships in the Santa Ana Auto Mall bounded by Edinger, Ritchey, State Route 55 and the Santa Fe Railway right - cf -way. ( i ) Neither party to this Agreement shall allow a developer to off -set against its development fee obligation the cost of public improvements constructed by such developer unless the Authority approves such off -set or unless such off -set conforms to such rules as the Authority may approve with regard to Off-sets generally. Any off -set allowed in violation of this subsection shall be deemed a special exemption or reduction subject to subsection (h) of this section. 4. Powers A. Approval of Transportation System Improvement Projects The governing board may authorize transfer of Authority money to either party - hereto to pay for the cost, or part thereof, of any transportation system improvement project approved by the governing body in accordance with this section. Any project which, in the opinion of the governing body, will improve the areawide circulation of vehicular traffic into, through, or out of one of the TSIP Areas, or which mitigates the areawide adverse effects of vehicular traffic or parking caused by new developments located within one of the TSIP Areas, shall be deemed eligible for approval by the governing board with regard- to-development fee revenues derived from such TSIP Area (hereinafter referred to as "Eligible Projects "). The Authority, 12 however, shall � have authority to � bract directly for construction of Eligible Projects. In the selection of Eligible Projects consideration shall be given to improvements of areawide impact identified ....as cumulative mitigation measures in environmental impact reports prepared for approved development projects. Upon its determination that immediate construction of a certain areawide traffic improvement is necessary or desirable, either party may cause the traffic improvement project to be constructed by the party or by a developer and if the Authority determines that such areawide traffic improvement project qualifies as an Eligible Project under the Transportation System Improvement Program the Authority may authorize full or partial reimbursement by the Authority for the cost of such traffic improvement. B. Preparation of Transportation System Improvement Program The governing board shall develop, maintain, and from time- to-time, revise a program for Eligible Projects for each of the TSIP Areas, setting forth their relative priorities, target dates for commencement and completion of construction, estimated costs, and proposed sources of funding. The program shall serve as a guide to the governing board in the exercise of its discretion to approve Eligible Projects for expenditure of Authority money. In order to determine and establish a Transportation System Improvement Program for each TSIP Area, the parties agree to participate in having a comprehensive traffic study prepared for 13 each TSIP Area. ) e purpose of each traf study shall be: 1) to identify all anticipated development projects proposed within each TSIP Area, within either Tustin or Santa Ana; 2) to estimate the timing of such, developments; 3) to develop mitigation measures and a list of areawide transportation improvements to reduce potential impacts to Tustin and Santa Ana as a result of traffic generated by these developments; and 4) to identify the necessary financing and implementation program(s), including recommendations for imposition of development fees based on traffic generated within a TSIP area and necessary to pay for the estimated costs of constructing areawide transportation improvements and to reimburse developers and the parties for the actual costs of previously constructed areawide improvements determined to be eligible projects. The parties agree that a consultant's report entitled "Traffic Impact Study for Xerox, Centre ", dated. July 11, 1969, revised September 12, 1988 prepared by DKS Associates, and amended per final comments and responses to the draft EIR for the Xerox Centre Project adopted as part of the final EIR for that Project shall serve as a preliminary working basis for development of an expanded traffic study for TSIP Area "A ". The parties agree to each contribute fifty percent (50-�) of the cost of each such traffic study and they shall mutually decide on the selection of the consultant to prepare each traffic study. Each study shall be completed within a time period agreed to by the parties and every effort shall be made to complete each study within 180 days from the execution of this Agreement by both parties. 14 C. Fee R, emendations Based upon its programs for areawide transportation system improvements for each of the TSIP Areas and upon anticipated future development within each of the TSIP Areas, the Authority shall make recommendations for appropriate development fee levels for each of the TSIP Areas to the Santa Ana and Tustin city councils, which each agrees to adopt. The development fee program adopted by each party shall include provisions recommended by the Authority to ensure automatic adjustments upward in the fee schedule to reflect the California Construction Price Index. All fees shall be paid prior to or at the time of issuance of a building permit for a project. D. If either party determines that the construction of certain areawide traffic improvement projects is necessary or desirable as a prerequisite for a development within its Jurisdiction, it may require the construction, or payment to that City for the construction, of said improvements. The determination as to whether said traffic improvement projects will be eligible for reimbursement shall be determined by the Authority pursuant to the Transportation System Improvement Program and recommended initial fee program. E. Upon its determination that immediate construction of a certain traffic improvement is necessary or desirable, either party may cause the traffic improvement project to be constructed by the party or by a developer and if and at such time such traffic improvement project qualifies as an eligible project under the Transportation System Improvement Program the party or 15 developer may be - ) tied to full or partia` eimbursement by the Authority for the cost of such traffic improvement. F. Based upon its adopted programs for transportation system improvements for each of the TSIP Areas and upon anticipated future development within each of the TSIP Areas, the Authority shall annually review and establish appropriate development fee levels for each of the TSIP Areas and shall request modifications to the fee program which each party agrees it will adopt. G. Neither party to this Agreement shall allow a developer to off -set against its development fee obligations the cost of public improvements constructed by such developer unless the Authority approves such off -set or unless such off -set conforms to such rules as the Authority may approve with regard to off- sets generally. Any off -set .allowed in violation of this subsection shall be deemed a special exemption or reduction subject to subsection (h) of Section 3 above. H. Consultant Agreements The governing board may approve contracts on behalf of the Authority to obtain the services of professional consultants to assist the Authority in the exercise of the abovesaid powers. Payments pursuant to any such contract shall be an authorized expenditure of Authority money. Alternatively, the governing board may authorize transfer of Authority money to either party hereto to pay for the cost`of such Consultant Agreements. 1. Bonds and Notes The Authority shall also have the power to issue, sell and deliver, in accordance with the provisions of the Act, (i) bonds 16 to provide funds „t the acquisition, construction and financing of one or more traffic improvement projects; (ii) refunding bonds for the purpose of redeeming or retiring any bonds issued by the authority and any other indebtedness incurred by the Authority; and (iii) notes for the purpose of providing temporary financing of the costs of construction or acquisition of traffic improvement projects. The terms and conditions of the issuance of any such bonds or notes shall be set forth in a resolution, indenture or other instrument, shall include such security Provisions and shall specify such source or sources of payment, as in accordance with the law and as shall be determined by the governing board. J. Incidental Powers The Authority, by and through its governing board, is hereby authorized, in its own name, to do all acts necessary, convenient or appropriate for the purposes set forth hereinabove. 5. Exchange of Information On Development Projects Each party to this Agreement shall keep the other party and the Authority informed of development projects located within its Portion of each of the TSIP Areas or located in such areas in the vicinity of the TSIP Areas as to which the other party may request such information. Such information shall extend to and include proposals for development or redevelopment of any site, whether such proposal is being processed through city or redevelopment agency procedures. The primary focus of the information provided shall be the size, scope, and type of the 17 development as rssary to project it_ ossible vehicular traffic generation. However, any information requested from the, party in whose jurisdiction the development project is located by the other party shall provided to such other party to the extent it is available, except that information which is not a matter of public record and which requires confidentiality in order to preserve a party's position in the negotiation of contracts with third parties or with regard to litigation against third parties need not be disclosed. However, if it is necessary for the Authority to assess traffic and parking impacts of any such development, all parties are entitled to be provided an estimate of traffic and parking impacts from any such developments in order to permit the Authority to implement its duties and functions pursuant to this Agreement. The governing board of the Authority may establish rules for the regular exchange of information on development projects including regular meetings between appropriate staff members of both parties and regular reports to the governing body. 6. Resolution of Future Dispute During the term of this Agreement, each party agrees to act in good faith to amicably and expeditiously resolve any dispute with the other party, or the members of the city council of the other party, or any officers of the other party, or a redevelopment agency of the other party or the members or officers thereof, involving the approval of any contract, permit, license or entitlement of use for any development project or development plan or regulation located within the territorial Jurisdiction of such other party. M As used here�,.,i 1. develo development p plan or regulation" includes a general or specific plan or element thereof, a redevelopment plan, a zoning ordinance or regulation, or any amendment thereto. 7. Term This Agreement shall become effective as of the date hereof and shall continue in full force and effect until January 1, 2010, unless sooner terminated as hereinafter provided. This Agreement may be amended or rescinded at any time by mutual consent of the perties, approved by majority vote of their respective city councils. Any amendment to this Agreement shall be in writing. This Agreement may be terminated by a party for substantial breach hereof by the other party, provided that the nonbreaching party serves the breaching party with written notice of intent to terminate, approved by the city council of the nonbreaching party and stating the facts which constitute the breach. The breaching party shall have a reasonable period, not less than thirty (30) days, in which to cure the breach. 1f, upon expiration of such period, the breach has not been cured, the nonbreaching party may terminate this Agreement by service of written notice of termination, approved by majority vote of its city council. Upon service of such notice of termination, the rights and obligations of the parties hereunder shall be of no further force and effect. Upon termination of this Agreement any surplus 'Agency money shall be returned to the parties hereto in proportion to the contributions made by each party over the term of the Agreement. 29 8. Notices I 3 Notices hereunder shall be sufficient if personally delivered or sent by U.S. Mail, postage prepaid, addressed to the City Manager of the receiving party at the street address of the City Hall of the receiving party. 9. Attorneys' Fees If any action or proceeding at law or in equity is filed by either party to enforce or construe any of the provisions of this agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees. 10. The Xerox Centre Proiect Reference is hereby made to that certain proposed development project located between First and Fourth Streets on the east side of the Santa Ana Freeway in Santa Ana, to be developed by Birtcher -Xerox Partners ( "Xerox Centre "). The parties to this Agreement hereby agree that Santa Ana may allow the Xerox Centre developer to set off against Developer's development fee obligation, costs incurred by such developer or contributions made to Santa Ana by such developer for the extension of Cabrillo Park Drive between First and Fourth Streets and the improvement of the intersection of First Street and Grand Avenue. It is further agreed that in the event Santa Ana allows any limitation on Developer's development fee obligation other than such set -off rights, Santa Ana shall pay the Authority such amount as the Authority would have received in the absence of such special limitation. 11. First and Fourth Street Projects It is agreed that the design and engineering work of the 20 traffic improve,.... projects of constiu--ion o£: (a) an additional westbound lane on First Street from Tustin Avenue to the midpoint between the easterly edge of the presently existing right -of -way of SR -55 'end Yorba Street to Tustin Avenue and (b) construction of an additional westbound lane on Irvine Blvd. from - Yorba Street to the northbound on -ramp of SR -55 shall be paid for by the Authority and the construction of these projects shall be accorded the highest priority. 12. Severability If any section, subsection, sentence, clause or phrase of this Agreement, or the application hereof to the Authority or to either party hereto or to any other person or circumstance, is for any reason held invalid by a court of law, it shall be deemed severable and the validity of the remainder of this Agreement or of the application of such provision to any other person or circumstance, shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA a ice C. Guy / / aniel' Clerk of the Counci6 Mayor APPROVED AS TO FORM: APPRLE—D S TO CONT: Edward J. OQOP.Or David N. Ream City Attorney (Signatures Continued on Page 22) y City Manager 21 . ATTEST: Mary E. Yynn Clerk of'the Council APPROV FO M: Jam G. u City Attorney JGR:rr:R:11/3/89(1788f) CITY OF TUSTIN Ursula E. Kennedy Mayor APPROVED AS TO CONTENT: William A. Huston City Manager 22 •• .� a, .i i� i �� r vvll V I I V tlY L.I `A Fl L C I V I G I V I N/$ W/S MILLWOOD W/S EASTWOOD N/S 2ND O N U 3a N LEGEND N/S - NORTH SIDE S/S - SOUTH SIDE W/S - WEST SIDE E/S - EAST SIDE NORTH NOT TO SCALE N/S SEVENTEENTH TRANSPORTATION SYSTEM IMPROVEMENT PROGRAM (TSIP) BENEFIT AREAS EXHIBIT A EXHIBIT "B" DEVELOPMENT AGREEMENTS 1. Development -.Agreement dated October 17, 1985 between the City of Santa Ana and Santa Fe Land Improvement Company 2. The East Tustin Development Agreement between the City of Tustin and the Irvine Company dated December 3, 1986 EXHIBIT "B" DEVELOPMENT AGREEMENTS )9--W51, y -- 0-�7 JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE CITY OF TUSTIN CREATING THE TUSTIN - SANTA ANA TRANSPORTATION SYSTEM IMPROVEMENT AUTHORITY THIS AGREEMENT, dated for convenience as of Nov. 6, 1989 is made and entered into by and between the CITY OF SANTA ANA (hereinafter referred to as "Santa Ana ") and the CITY OF TUSTIN (hereinafter referred to as "Tustin "), municipal corporations of the State of California. W- I- T- N- E- S- S -E -T -H on..; +�I A. The areas designated as A and B in Exhibit A, attached hereto and incorporated herein by reference are comprised partly of territory of Santa Ana and partly of territory of Tustin. Said areas are designated "Transportation System Improvement Program" ( "TSIP ") areas and are hereinafter referred to as TSIP Area A and TSIP Area B, or collectively as the TSIP Areas. Due to development within said TSIP Areas, they are in need of major transportation system improvements. B. Santa Ana and Tustin are each empowered by law to expend public moneys on such transportation system improvements as they determine to be appropriate. C. Santa Ana and Tustin are of the opinion that the TSIP Areas require a comprehensive program for areawide transportation system improvements, including their joint participation in the establishment of priorities and in the funding of improvements. D. Santa Ana and Tustin propose to impose or increase fees on developments occurring within their respective portions of the TSIP Areas, the revenues from which are to be used solely for 1 areawide transportation system improvements within each respective TSIP area. E. Santa Ana and Tustin do now desire to establish a joint powers agency to establish and maintain a transportation system improvement program for the TSIP Areas to identify needed transportation system improvements and their appropriate priority, determine appropriate development fees, and control the expenditure of development fees for areawide transportation system improvements which benefit the TSIP Areas. WHEREFORE, the parties hereto do hereby agree as follows: 1. Purpose This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter called "Act ") relating to the joint exercise of powers by public agencies. Santa Ana and Tustin each possess the powers referred to in the recitals hereof. The purpose of this Agreement is to exercise such powers by jointly developing and maintaining a program for transportation system improvements in each TSIP Area, for determining appropriate developer fees, and controlling the expenditure of development fee revenues for areawide transportation improvements which benefit the respective TSIP Area. The foregoing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. 2. Transportation System Improvement Authority A. Creation of Authority Pursuant to Sections 6506 and 6507 of the Act, there is 7 hereby created a public entity to be known as the "Tustin - Santa Ana Transportation System Improvement Authority" (hereinafter called the "Authority "). Said Authority shall be a public entity separate and apart from the parties hereto. Its debts, liabilities and obligations shall not constitute debts, liabilities or obligations of the parties hereto. The Authority shall have the power in its own name to do any of the following: (1) To exercise jointly the common powers of the City of Tustin and City of Santa Ana in studying and planning ways and means to provide for the planning and financing of areawide circulation improvements, recommending imposition of development fees and prescribing the payment and expenditure of such development fees revenues. (2) To make and enter into consultant agreements in order to obtain the services of professional consultants to assist the Authority in its exercise of powers of the Authority. (3) To appoint agents. (4) To incur debts, liabilities, or obligations subject to limitations herein set forth. (5) To receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and governmental entities. (6) To sue and be sued in its own name. (7) To apply for an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs. (8) To adopt rules, regulations, policies, by -laws and procedures governing the operation of the Authority. (9) To the extent not herein specifically provided for, to exercise any powers in the manner and according to the methods provided under applicable laws. B. Governinq Board The Authority shall be administered by a governing 3 board of four (4) voting members. The city councils of Santa Ana and Tustin shall each select, from among their members, two (2) voting members to serve on the governing board of the Authority. The Mayor and Vice -Mayor Pro Tem of a party hereto shall be deemed to be selected by the city council of such party unless such city council makes a different selection. The city council of each party hereto shall also select one or more alternates from among their respective members, who may serve as voting members of the authority in the absence of the primary members. Each voting member of the governing board of the authority shall serve at the pleasure of the city council which selected such member. The voting members may select a fifth (5th) member to serve on the Board of Directors. The fifth voting member may be removed at any time by a majority vote of the other voting members. The parties agree to instruct and direct their respective representatives to vote and take other appropriate actions to carry out the intent and purposes of this agreement. The City Manager, or his or her designated representative, of each party shall be an ex officio non - voting member of the Authority. He or she shall be entitled to participate in the deliberations of the governing board of the Authority to the same extent as the voting members of that board but shall not be entitled to make, second or vote on motions. C. Meetings of the Governin Board (1) Regular Meetings The governing board of the Authority shall provide for the date, time and place of its regular meetings; provided it 0 shall hold at least one regular meeting in each three (3) month (quarterly) period of each calendar year. The date, time and place of regular meetings shall be fixed by resolution of the governing board and a copy of such resolution shall be filed with each party hereto. Until such time as the date, time and place of regular meetings is otherwise established by the governing board, regular meetings shall be held at the City Hall of the host city (as hereinafter defined) on the 4th Thursday of the months of January, April, July and October at 4:00 p.m. The first meeting of the governing board shall be held on the date listed above which first occurs following the effective date of this Agreement. (2) Ralph M. Brown Act All meetings of the governing board of the Authority shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with section 54950 of the Government Code.) (3) Minutes The Secretary of the Authority shall cause to be kept minutes of the meetings of the governing board, and shall, after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board. (4) Quorum and Vote Re uirements Three (3) voting members shall be required to be present at the meeting to conduct any business or take any action. Each city shall use best efforts and exercise good faith to send two ( 2 ) voting members to every meeting. Less than a 5 quorum may adjourn from time to time. No motion shall be deemed carried unless it receives the affirmative vote of at least three (3) voting members. D. Officers (1) "Host City" _Defined Each party hereto shall be the "host city" under this Agreement in alternating calendar years. Tustin shall be the host city until the end of the 1990 calendar year, (2) Chairperson Unless otherwise provided by the governing board, the Mayor of the host city shall be chairperson of the governing board. The Chairperson of the governing board shall preside at its meetings and shall perform such other duties as are specified by the governing board. (3) Vice Chairperson Unless otherwise provided by the governing board, the Mayor of the non -host city shall be Vice Chairperson of the governing board. (4) Secretar The Secretary of the Authority shall be designated by the City Manager of the host city from among the officers and employees of the host city. The Secretary shall be responsible for the minutes and other records of the governing board and shall perform such other duties as are specified by the governing board. Upon the conclusion of each calendar year, the Secretary for the past calendar year shall transfer all documents in his or her custody pertaining to the business of the Authority to the 11 Secretary for the next calendar year. (5) Treasurer The Treasurer of the Authority shall be the chief financial officer of Santa Ana. The Treasurer shall be the depository and have custody of all the money of the Authority, from whatever source. The Treasurer shall also be the auditor - controller of the Authority. The Treasurer shall: (a) Receive and receipt for all money of the Authority and place it in the treasury of Santa Ana to the credit of the Authority. (b) Be responsible upon his or her official bond for the safekeeping and disbursement of all Authority money so held by him or her. (c) Pay sums due from the Authority from Authority money as approved by the governing body. (d) Verify and report in writing on the first day of July, October, January and April of each year to the Authority and to each party hereto the amount of money he or she holds for the Authority, the amount of receipts since his or her last report, and the amount paid out since his last report. (e) Cause an annual audit of the accounts and records of the Authority to be made (except that audits may be made on the basis of a two -year period if unanimously approved by the governing board). The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. 7 3. Disposition of Transportation System Improvement Development Fees (a) As used herein, "development fee" means a fee imposed and paid to the Authority on any development (as hereinafter defined) occurring within TSIP Areas A or B, the expenditure of such fee revenues being limited to areawide transportation system improvements benefiting such TSIP Area. Until such time as the parties hereto change their development fee to the levels to be recommended by the Authority pursuant to section 4C of this Agreement, each party shall adopt and maintain ordinances and /or resolutions imposing development fees as follows: In Santa Ana, the minimum fee for TSIP Area A shall be $4.52 per square foot of gross floor area for any development, and the minimum fee for TSIP Area B shall be 20 of the cost of construction for any development. In Tustin the minimum fee for Area A shall be 2$ of the cost of construction for any development and the minimum fee for Area B shall be an amount per square foot of gross floor area for any development, which amount shall be $2.60 for commercial /office development, $1.80 for "R & D" development, and $1.00 for industrial development. The parties hereto agree to have ordinances and /or resolutions conforming to the foregoing in place by January 1, 1990. At such time as the parties hereto receive recommended fee levels from the Authority pursuant to section 4C of this Agreement, each party shall adopt or amend its ordinances and /or resolutions to impose development fees in accordance with such recommendation, except that a party shall not be obligated to adopt a fee recommended by the Authority if it determines in good faith that N the fee recommended by the Authority is wholly unreasonable and not reasonably calculated to impose developer's fees commensurate with the proportionate contribution which should be required of each development or class of development for areawide traffic impacts in its TSIP Area based on (a) transportation system improvements required to mitigate traffic impacts of all ultimate developments within each TSIP Area and the cost thereof, and (b) the proportion of contribution toward the total areawide traffic impacts of PorLicularr di:veLOlnmanL. -; or, a1;u;: ;ur; of duvolo(mu;nL, In which case the party making such determination shall submit its reasons for such a determination to the Authority and the Authority shall review its recommendation in light of such reasons and revise or reaffirm its recommendation. Nothing herein shall be construed to limit either party from amending any development fee ordinance and /or resolution to clarify its terms or bring it into compliance with applicable law. (b) Except as otherwise provided by subsection (7) of this section, from and after the date of execution of this Agreement, any and all development fee revenues collected by either party hereto on account of any development (as hereinafter defined) located within the TSIP areas shall be Authority money from the time of its collection and shall be transmitted by the collecting party to the Treasurer for deposit to the credit of the Authority. (c) The Treasurer of the Authority shall maintain such fee revenues in TSIP Area A and TSIP Area B accounts separate and apart from all other moneys in his or her custody. Such moneys E may be invested in the same manner and subject to the same limitations as municipal funds in the custody of the Treasurer. Any and all interest accruing on such development fee revenues shall belong to the Authority and shall be treated in the same manner as development fee revenues. (d) Either party hereto, or both parties acting pursuant to mutual agreement, may transfer other or additional city revenues to the Authority to be treated in the same manner as development fee revenues. (e) No part of Authority revenues shall be used for administrative or overhead costs, except as approved by the Authority. (f) As used herein, "development" means any construction or improvement project which will result in a new building or structure, or increase in floor area of an existing building or structure, exclusive of the following: (1) Construction or improvement projects not exceeding $20,000 in cost. (2) Off- street parking facilities. (3) Any construction or improvement project as to which a development fee may not lawfully be imposed under State law. (4) Single - family residences and structures accessory thereto. (g) At any time one of the parties to this Agreement collects a development fee from a development project within its jurisdiction and within one of the TS1P Areas (the "collecting city ") pursuant to recommendation of the Authority pursuant to 10 the provisions of Section 4C: (i) If, at such time, the other party to this Agreement (the "other city ") does not have in effect development fee ordinances and /or resolutions which would result in a development fee being imposed on such a development project had it occurred in the other city's jurisdiction, then the fees collected by the collecting City from such development project shall belong to the collecting city and not to the Authority. (ii) I£, at such time, the other city does have development fee ordinances and /or resolutions applicable to that TSIP Area in effect, but the amount of the development fee revenues that would have been collected by the other city from such development project, had it occurred in the other city's portion of that TSIP Area, would have been less than the development fees collected from such development project by the collecting city, then only that portion of the development fees collected from such development project by the collecting city which is equal in amount to the fees that would have been collected by the other city shall belong to the Authority, and the balance shall belong to the collecting city. (h) In the event and to the extent that either party to this Agreement grants a developer any special exemption from or limitation on the payment of development fees, such party shall pay the Authority the amount of money that the Authority would have received but for such exemption or limitation; provided, however this obligation shall not apply to exemptions or limitations existing by reason of development agreements 11 executed prior to September 1, 1989 and listed in Exhibit S, attached hereto nor to exemptions or limitations for development of automobile dealerships in the Santa Ana Auto Mall bounded by Edinger, Ritchey, State Route 55 and the Santa Fe Railway right- of-way. (i) Neither party to this Agreement shall allow a developer to off -set against its development fee obligation the cost of public improvements constructed by such developer unless the Authority approves such off -set or unless such off -set conforms to such rules as the Authority may approve with regard to off -sets generally. Any off -set allowed in violation of this subsection shall be deemed a special exemption or reduction subject to subsection (h) of this section. 4. Powers A. Approval of Transportation System Improvement Projects The governing board may authorize transfer of Authority money to either party hereto to pay for the cost, or part thereof, of any transportation system improvement project approved by the governing body in accordance with this section. Any project which, in the opinion of the governing body, will improve the areawide circulation of vehicular traffic into, through, or out of one of the TSIP Areas, or which mitigates the areawide adverse effects of vehicular traffic or parking caused by new developments located within one of the TSIP Areas, shall be deemed eligible for approval by the governing board with regard to development fee revenues derived from such TSIP Area (hereinafter referred to as "Eligible Projects "). The Authority, 12 however, shall not have authority to contract directly for construction of Eligible Projects. In the selection of Eligible Projects consideration shall be given to improvements of areawide impact identified as cumulative mitigation measures in environmental impact reports prepared for approved development projects. Upon its determination that immediate construction of a certain areawide traffic improvement is necessary or desirable, either party may cause the traffic improvement project to be constructed by the party or by a developer and if the Authority determines that such areawide traffic improvement project qualifies as an Eligible Project under the Transportation System Improvement Program the Authority may authorize full or partial reimbursement by the Authority for the cost of such traffic improvement. B. Preparation of Transportation System Improvement Program The governing board shall develop, maintain, and from time - to -time, revise a program for Eligible Projects for each of the TSIP Areas, setting forth their relative priorities, target dates for commencement and completion of construction, estimated costs, and proposed sources of funding. The program shall serve as a guide to the governing board in the exercise of its discretion to approve Eligible Projects for expenditure of Authority money. In order to determine and establish a Transportation System Improvement Program for each TSIP Area, the parties agree to participate in having a comprehensive traffic study prepared for 13 each TSIP Area. The purpose of each traffic study shall be: 1) to identify all anticipated development projects proposed within each TSIP Area, within either Tustin or Santa Ana; 2) to estimate the timing of such developments; 3) to develop mitigation measures and a list of areawide transportation improvements to reduce potential impacts to Tustin and Santa Ana as a result of traffic generated by these developments; and 4) to identify the necessary financing and implementation program(s), including recommendations for imposition of development fees based on traffic generated within a TSIP area and necessary to pay for the estimated costs of constructing areawide transportation improvements and to reimburse developers and the parties for the actual costs of previously constructed areawide improvements determined to be eligible projects. The parties agree that a consultant's report entitled "Traffic Impact Study for Xerox Centre ", dated July 11, 1989, revised September 12, 1988 prepared by DKS Associates, and amended per final comments and responses to the draft EIR for the Xerox Centre Project adopted as part of the final EIR for that project shall serve as a preliminary working basis for development of an expanded traffic study for TSIP Area "A ". The parties agree to each contribute fifty percent (50 %) of the cost of each such traffic study and they shall mutually decide on the selection of the consultant to prepare each traffic study. Each study shall be completed within a time period agreed to by the parties and every effort shall be made to complete each study within 180 days from the execution of this Agreement by both parties. 14 C. Fee Recommendations Based upon its programs for areawide transportation system improvements for each of the TSIP Areas and upon anticipated future development within each of the TSIP Areas, the Authority shall make recommendations for appropriate development fee levels for each of the TSIP Areas to the Santa Ana and Tustin city councils, which each agrees to adopt. The development fee program adopted by each party shall include provisions recommended by the Authority to ensure automatic adjustments upward in the fee schedule to reflect the California Construction Price Index. All fees shall be paid prior to or at the time of issuance of a building permit for a project. D. If either party determines that the construction of certain areawide traffic improvement projects is necessary or desirable as a prerequisite for a development within its jurisdiction, it may require the construction, or payment to that City for the construction, of said improvements. The determination as to whether said traffic improvement projects will be eligible for reimbursement shall be determined by the Authority pursuant to the Transportation System Improvement Program and recommended initial fee program. E. Upon its determination that immediate construction of a certain traffic improvement is necessary or desirable, either party may cause the traffic improvement project to be constructed by the party or by a developer and if and at such time such traffic improvement project qualifies as an eligible project under the Transportation System Improvement Program the party or 15 developer may be entitled to full or partial reimbursement by the Authority for the cost of such traffic improvement. F. Based upon its adopted programs for transportation system improvements for each of the TSIP Areas and upon anticipated future development within each of the TSIP Areas, the Authority shall annually review and establish appropriate development fee levels for each of the TSIP Areas and shall request modifications to the fee program which each party agrees it will adopt. G. Neither party to this Agreement shall allow a developer to off -set against its development fee obligations the cost of public improvements constructed by such developer unless the Authority approves such off -set or unless such off -set conforms to such rules as the Authority may approve with regard to off- sets generally. Any off -set allowed in violation of this subsection shall be deemed a special exemption or reduction subject to subsection (h) of Section 3 above. H. Consultant Agreements The governing board may approve contracts on behalf of the Authority to obtain the services of professional consultants to assist the Authority in the exercise of the abovesaid powers. Payments pursuant to any such contract shall be an authorized expenditure of Authority money. Alternatively, the governing board may authorize transfer of Authority money to either party hereto to pay for the cost of such Consultant Agreements. I. Bonds and Notes The Authority shall also have the power to issue, sell and deliver, in accordance with the provisions of the Act, (i) bonds 16 to provide funds for the acquisition, construction and financing of one or more traffic improvement projects; (ii) refunding bonds for the purpose of redeeming or retiring any bonds issued by the authority and any other indebtedness incurred by the Authority; and (iii) notes for the purpose of providing temporary financing of the costs of construction or acquisition of traffic improvement projects. The terms and conditions of the issuance of any such bonds or notes shall be set forth in a resolution, indenture or other instrument, shall include such security provisions and shall specify such source or sources of payment, as in accordance with the law and as shall be determined by the governing board. J. Incidental Powers The Authority, by and through its governing board, is hereby authorized, in its own name, to do all acts necessary, convenient or appropriate for the purposes set forth hereinabove. 5. Exchange of Information On Development Prod ects Each party to this Agreement shall keep the other party and the Authority informed of development projects located within its portion of each of the TSIP Areas or located in such areas in the vicinity of the TSIP Areas as to which the other party may request such information. Such information shall extend to and include proposals for development or redevelopment of any site, whether such proposal is being processed through city or redevelopment agency procedures. The primary focus of the information provided shall be the size, scope, and type of the M development as necessary to project its possible vehicular traffic generation. However, any information requested from the party in whose jurisdiction the development project is located by the other party shall be provided to such other party to the extent it is available, except that information which is not a matter of public record and which requires confidentiality in order to preserve a party's position in the negotiation of contracts with third parties or with regard to litigation against third parties need not be disclosed. However, if it is necessary for the Authority to assess traffic and parking impacts of any such development, all parties are entitled to be provided an estimate of traffic and parking impacts from any such developments in order to permit the Authority to implement its duties and functions pursuant to this Agreement. The governing board of the Authority may establish rules for the regular exchange of information on development projects, including regular meetings between appropriate staff members of both parties and regular reports to the governing body. 6. Resolution of Future Dispute During the term of this Agreement, each party agrees to act in good faith to amicably and expeditiously resolve any dispute with the other party, or the members of the city council of the other party, or any officers of the other party, or a redevelopment agency of the other party or the members or officers thereof, involving the approval of any contract, permit, license or entitlement of use for any development project or development plan or regulation located within the territorial jurisdiction of such other party. M As used herein, "development plan or regulation" includes a general or specific plan or element thereof, a redevelopment plan, a zoning ordinance or regulation, or any amendment thereto. 7. Term This Agreement shall become effective as of the date hereof and shall continue in full force and effect until January 1, 2010, unless sooner terminated as hereinafter provided. This Agreement may be amended or rescinded at any time by mutual consent of the parties, approved by majority vote of their respective city councils. Any amendment to this Agreement shall be in writing. This Agreement may be terminated by a party for substantial breach hereof by the other party, provided that the nonbreaching party serves the breaching party with written notice of intent to terminate, approved by the city council of the nonbreaching party and stating the facts which constitute the breach. The breaching party shall have a reasonable period, not less than thirty (30) days, in which to cure the breach. If, upon expiration of such period, the breach has not been cured, the nonbreaching party may terminate this Agreement by service of written notice of termination, approved by majority vote of its city council. Upon service of such notice of termination, the rights and obligations of the parties hereunder shall be of no further force and effect. Upon termination of this Agreement any surplus Agency money shall be returned to the parties hereto in proportion to the contributions made by each party over the term of the Agreement. 19 B. Notices Notices hereunder shall be sufficient if personally delivered or sent by U.S. Mail, postage prepaid, addressed to the City Manager of the receiving party at the street address of the City Hall of the receiving party. 9. Attorneys' Fees If any action or proceeding at law or in equity is filed by either party to enforce or construe any of the provisions of this agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees. 10. The Xerox Centre Proi-ect Reference is hereby made to that certain proposed development project located between First and Fourth Streets on the east side of the Santa Ana Freeway in Santa Ana, to be developed by Birtcher -Xerox Partners ( "Xerox Centre "). The parties to this Agreement hereby agree that Santa Ana may allow the Xerox Centre developer to set off against Developer's development fee obligation, costs incurred by such developer or contributions made to Santa Ana by such developer for the extension of Cabrillo Park Drive between First and Fourth Streets and the improvement of the intersection of First Street and Grand Avenue. It is further agreed that in the event Santa Ana allows any limitation on Developer's development fee obligation other than such set -off rights, Santa Ana shall pay the Authority such amount as the Authority would have received in the absence of such special limitation. 11. First and Fourth Street Projects It is agreed that the design and engineering work of the 20 traffic improvement projects of construction of: (a) an additional westbound lane on First Street from Tustin Avenue to the midpoint between the easterly edge of the presently existing right -of -way of SR -55 and Yorba Street to Tustin Avenue and (b) construction of an additional westbound lane on Irvine Blvd. from Yorba Street to the northbound on -ramp of SR -55 shall be paid for by the Authority and the construction of these projects shall be accorded the highest priority. 12. Severability If any section, subsection, sentence, clause or phrase of this Agreement, or the application hereof to the Authority or to either party hereto or to any other person or circumstance, is for any reason held invalid by a court of law, it shall be deemed severable and the validity of the remainder of this Agreement or of the application of such provision to any other person or circumstance, shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA a ice C. Guy DiieI�lq�]/ou�n�p — Clerk of the Counci Mayor 1 APPROVED AS TO FORM: Edwa d o ber City Attorney City Manager (Signatures Continued on Page 22) 21 ATTEST: Mary E. nn Clerk of he Co cil OAPPR TO ORM : urke City Attorney JGR:rr:R:11/3/89(1788f) CITY OF TUSTIN Ursula E. Kennedy Mayor APPROVED AS TO CONTENT: William A. Huston City Manager 22 SANTA ANA /l uSTIN JOINT POWERS AGREEMENT N/S FAIRHAVEN W/S MILLWOOD Rco�) N/S 19TH W/S EASTWOOD N/S 2ND\ coo 3w LEGEND a N/S rn O SEVENTEI 3m N/S 20TH 4 U w� N/S FRUIT w IS MAYBERRY T.S.I.P. RTM BENEFIT AREA "A" r 5 T.S.I.P. BENEFIT AREA "B" S/S N/S - NORTH SIDE S/S - SOUTH SIDE W/S - WEST SIDE E/S - EAST SIDE NORTH NOT TO SCALE s >'s 5 4\�, N/S co W ,;�s' N TRANSPORTATION SYSTEM IMPROVEMENT PROGRAM (TSIP) BENEFIT AREAS EXHIBIT A EXHIBIT "B" DEVELOPMENT AGREEMENTS 1. Development Agreement dated October 17, 1985 between the City of Santa Ana and Santa Fe Land Improvement Company 2. The East Tustin Development Agreement between the City of Tustin and the Irvine Company dated December 3, 1986 EXHIBIT "B" DEVELOPMENT AGREEMENTS