HomeMy WebLinkAboutORANGE, CITY OF (TSIA - complete copy) - 1995!ca a2 3, i'
or QF�nNCaF G',
REL: 7/26/95
GITY PUF1LIQ�yQ( {itS
Q%&TH AMENDMENT TO THE JOINT EXERCISE
OF POWERS AGREEMENT BETWEEN THE CITY OF
SANTA ANA AND THE CITY OF ORANGE
CREATING THE TRANSPORTATION SYSTEM
IMPROVEMENT AUTHORITY
THIS AMENDMENT, made and entered into this day of
1995, by and between the CITY OF SANTA ANA
(hereinafter referred to as "Santa Ana") and the CITY OF ORANGE
(hereinafter referred to as "Orange1°), municipal corporations of
the State of California.
A. Santa Ana and Orange have entered into that certain
"Joint Powers Agreement between the City of Santa Ana and the City
of Orange creating the Transportation System Improvement
Authority," dated December 18, 1984, to provide for a joint powers
agency through which the cities may jointly plan and fund
transportation system improvements in the area of their common
border, which agreement has since been amended by amendments dated
May 20, 1985, July 2, 1991, and December 1, 1991 (which agreement
as thus amended is hereinafter referred to as the "Joint Powers
Agreement ").
B. The parties do now desire to further amend the Joint
Powers Agreement in certain particulars pertaining to the times and
dates of meetings.
WHEREFORE, in consideration of the foregoing, the parties
hereto do hereby agree that subdivision (1) of subsection C of
Section 2 of the Joint Powers Agreement is amended to read as
it
follows:
(1) Meetings
The date, time and place of regular meetings of the
governing board may be fixed by resolution of the
governing board of the Authority and a copy of any such
resolution shall be filed with each party hereto.
Unless and until such time as the date, time and
place of regular meetings is otherwise established by the
governing board, the Authority shall hold a regular
meeting once each year at 4:30 p.m. on the third Thursday
in October at the City Hall of the Host City.
Special meetings of the governing board may be
called at any time with the joint approval of the city
managers of Orange and Santa Ana, or their designated
representatives.
ra
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the date and year first above written.
ATTEST:
/� s`tiG�'C a,
//
Jan' be C. Guy
(� Clerk of the Council
APPROVED AS TO FORM:
Edward J.VCo�
City Attorney
ATTEST:
Clerk of`the Council
3
X ANTA ANA uel A. Pulido
or
L
R
Approved as to content
--
City Manager
�.... /..S &13/
FOURTH AMENDMENT TO THE JOINT EXERCISE
OF POWERS AGREEMENT BETWEEN THE CITY OF
SANTA ANA AND THE CITY OF ORANGE
CREATING TIIE TRANSPORTATION SYSTEM
IMPROVEMENT AUTHORITY
THIS AMENDMENT, made and entered into this
to aoK e
REL: 7/26/95
day of
1995, by and between the CITY OF SANTA ANA
(hereinafter referred to as "Santa Ana") and the CITY OF ORANGE
(hereinafter referred to as "Orange "), municipal corporations of
the State of California.
RECITALS:
A. Santa Ana and Orange have entered into that certain
"Joint Powers Agreement between the City of Santa Ana and the City
of Orange creating the Transportation System Improvement
Authority," dated December 18, 1984, to provide for a joint powers
agency through which the cities may jointly plan and fund
transportation system improvements in the area of their common
border, which agreement has since been amended by amendments dated
May 20, 1985, July 2, 1991, and December 1, 1991 (which agreement
as thus amended is hereinafter` referred to as -the "Joint Powers
Agreement ").
B. The parties do now desire to further amend the Joint
Powers Agreement in certain particulars pertaining to the times and
dates of meetings.
WHEREFORE, in consideration of the foregoing, the parties
hereto do hereby agree that subdivision (1) of subsection C of
Section 2 of the Joint Powers Agreement is amended to read as
1
follows:
(1) Meetings
The date, time and place of regular meetings of the
governing board may be fixed by resolution of the
governing board of the Authority and a copy of any such
resolution shall be filed with each party hereto.
Unless and until such time as the date, time and
place of regular meetings is otherwise established by the
governing board, the Authority shall hold a regular
meeting once each year at 4:30 p.m. on the third Thursday
in October at the City Hall of the Host City.
Special meetings of the governing board may be
called at any time with the joint approval of the city
managers of Orange and Santa Ana, or their designated
representatives.
2
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the date and year first above written.
ATTEST: ff CI ANTA NA
Jan e C. Guy Miguel A. rulido
Clerk of the Council Mayor
APPROVED AS TO FORM:
Edward J. Co je
City Attorney
ATTEST:
Clerk of the Council.
APPROVED AS TO FORM:
City Attorney
3
Approved as to content
City Manager
CITY OF ORANGE
by
Mayor
REQUEST FOR
C4:"'UNCIL ACTION
CITY COUNCIL
MEETING DATE July 17, 1995
�a.��t,on fist
TITLE AMENDMENT TO SANTA ANA /ORANGE
TRANSPORTATION SYSTEM
IMPROVEMENT AUTHORITY
CITY
RECOMMENDED ACTION
CLERK OF THE COUNCIL USE ONLY
Approved
[] As Recommended
[] As Amended (see Minutes)
�] Ordinance on 1 st Reading
Ord finance on 2nd Reading .
]] Implementing Resolution
�] Set Public Hearing For __-
Continued to: --- - - - - --
FILENUMBER(S):
L;LLHK OF THE COUNCIL
Direct the City Attorney to prepare and authorize the Mayor and
Clerk of the Council to execute an. amendment to the Transportation
System Improvement Authority Agreement eliminating the quarterly
meetings and establishing an annual meeting.
DISCUSSION
The Santa Ana /Orange Transportation System Improvement Authority
(TSIA) Agreement executed in December 1984 and subsequently amended
in May 1985, July 1991 and December 1991 requires quarterly
meetings to be held on the third Thursday of the months of January,
April, July and October of each calendar year. Participation of
two elected officials from each city is required to constitute a
quorum to conduct any business or take any action.
When the agreement was initially executed, there was a need to have
regularly scheduled meetings. Due to increasing demands placed on
elected officials for other issues, Santa Ana /Orange TSIA Board
meetings have been consistently rescheduled or canceled. In view
of the demands placed on elected officials, staff is recommending
the agreement be amended to eliminate the required quarterly
meetings and only require an annual meeting to be held on the third
Thursday in October. Special meetings of the governing board may
be called at any time with the joint approval of the city managers
of Orange and Santa Ana.
The TSIA Board met on June 22 and concurred with the recommendation
to extend the amendment to the agreement consolidating meetings. To
execute this amendment, the City Councils of both cities must
approve the amendment to the agreement.
1•
C.S. 383
Amendment to Santa Ana /Orange Transportation System Improvement
Authority Agreement
July 17, 1995
Page Two
FISCAL IMPACT
There is no fiscal impact associated with this action.
wp57 \DOGS \Joyce \T8IARFCA
094
E
THIRD AMENDMENT TO THE JOINT
EXERCISE OF POWERS AGREEMENT
BETWEEN THE CITY OF SANTA ANA
AND THE CITY OF ORANGE CREATING
THE TRANSPORTATION SYSTEM
IMPROVEMENT AUTHORITY
,a id z3, 3
cr. i(-w
THIS AMENDMENT, made and entered into this Alai day of
4ec_,-� , 199L, by and between the CITY OF SANTA ANA
(hereinafter referred to as "Santa Ana") and the CITY OF
ORANGE (hereinafter referred to as "Orange "), municipal
corporations of the State of California.
WITNESSETH
11100609 390
A. Santa Ana and Orange have entered into that
certain "Joint Exercise of Powers Agreement between the City
of Santa Ana and the City of Orange creating the
Transportation System Improvement Authority," dated December
18, 1984, to provide for a joint powers agency through which
the cities may jointly plan and fund transportation system
improvements in the area of their common border (hereinafter
referred to as the "Joint Powers Agreement. ")
B. The Joint Powers Agreement was amended in certain
particulars pertaining to designation of the "host city,"
the selection of Chairman and Vice - Chairman, designation of
the Treasurer and the establishment of the time of regular
meetings, by an amendment dated May 28, 1985, (hereinafter
referred to as the "First Amendment.")
C. The Joint Powers Agreement was amended in certain
particulars pertaining to quorum and vote requirement for
authority actions, designation of the Treasurer and the time
of regular meetings.
D. The parties do now desire to further amend the
Joint Powers Agreement in certain particulars pertaining to
transfer obligation of Authority Treasurer and Host City.
WHEREFORE, in consideration of the foregoing, the
parties hereto do hereby agree that the Joint Powers
Agreement: as amended by the first, and second amendment is
further amended as follows:
1. Paragraph 1 of subsection d of section 2 is
amended by deleting the word "calendar" wherever it appears
and inserting in place thereof the word "fiscal."
2. Paragraph 4 subsection d of section 2 is amended
by deleting the word "calendar" wherever it appears and
inserting in place thereof the word "fiscal."
3. Paragraph 5 subsection e of section 2 is amended
by deleting the word "calendar" wherever it appears and
inserting in place thereof the word "fiscal."
IN WITNESS WHEREOF, the parties hereto have executed
this agreement the date and year first above written.
ATTEST:
CITY OF ORANGE
BY
Marilyn J s L/ GIL e y
City Clerk Mayor
APPROVED AS TO FORM:
Robert O. Franks
City Attorney
ATTEST:
Y
a ice C. Guy
Clerk of the Coun,il
APPROVED AS TO FORM:
Edward 71 Cc(ope
k
City Attorney
CITY OF SANTA ANA
r '
By: _
Daniel H. Young
Mayor
c1tv Manager
r*. eaw�oe
i
1 � s
t„ aeq s ieev., yo
�GUUN7
BEC a JUi411 "91
s
CITY CLERK (714) 7445500 CL �T)` CF fl, =,� jr(t, FAX(714)7445515
f4(
December 4, 1991
City Clerk
City of Santa Ana
P.O. Box 1988 M30
Santa Ana, CA 92701
Dear Sirs:
Enclosed are two copies of the third amendment to the joint exercise of
powers agreement between the City of Orange and the City of Santa Ana
creating the Transportation System Improvement Authority. The City of
Orange has executed these copies, and they are now ready for your
signatures. Once this has been completed, please return Copy One of the
originals to me at the City Clerk's Office.
Please contact me at (714) 744 -5504, should you have any questions
concerning this. Thank you very much.
Very truly yours,
Erlinda R. Compton
Records Manager
Enclosure
ORANGE CIVIC CENTER 300 E. CHAPMAN AVE ORANGE, CA 92666 -1591 P.O. BOX 449
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL
MEETING DATE
.education lar
TITLE THIRD AMENDMENT TO JOINT POWERS
AGREEMENT WITH THE CITY OF
ORANGE
CLERK OF THE COUNCIL USE ONLY
Approved
0 As Recommended
See Minutes
Ordinance on 1st Reading
Ord inance on 2nd Reading
0 Implementing Resolution
Set Public Hearing For
Continued to:
FILE NUMBER(S): /' / - /Sj
Approve Third Amendment to the Joint Exercise of Powers Agreement
between the City of Santa Ana and the City of Orange Creating the
Transportation System Improvement Authority.
DISCUSSION:
The cities of Santa Ana and Orange have entered into a joint powers
agreement to provide for the joint planning and funding of
transportation system improvements in the area of their common
border. Each city serves as the "host city," providing the
chairman, secretary, treasurer, and meeting place, in alternate
calendar years.
This amendment would change the "host city" provisions to run on a
fiscal year basis, rather than a calendar year basis. It was
requested by the finance director of the City of Orange for reasons
of administrative convenience.
FISCAL IMPACT:
There is no fiscal impact connected with this action.
Edward J. C ope
City Attorney
C.5. 303
BE
x
INSURANCE NOT REQUIRED
W0ItKC�RK OF COUNCIL SECOND AMENDMENT TO THE JOINT EXER-
CISE OF POWERS AGREEMENT BETWEEN THE
DATE.. CITY OF SANTA ANA AND THE CITY OF
- ORANGE CREATING THE TRANSPORTATION
Ce C Gig SYSTEM IMPROVEMENT AUTHORITY
)'V
THIS AMENDMENT, made and entered into this �— day of
1991 ! , by and between the CITY OF SANTA ANA
( heVeinafter referred to as "Santa Ana ") and the CITY OF ORANGE
(hereinafter referred to as "Orange "), municipal corporations of
the State of California.
WITNESSETH
Recitals:
A. Santa Ana and Orange have entered into that certain "joint
Exercise of Powers Agreement between the City of Santa Ana and the
City of Orange creating the Transportation System Improvement
Authority," dated December 18, 1984, to provide for a joint powers
agency through which the cities may jointly plan and fund
transportation system improvements in the area of their common
border (hereinafter referred to as the "Joint Powers Agreement ").
B. The Joint Powers Agreement was amended in certain
particulars 'pertaining to designation of the "host city," the
selection of Chairman and Vice - Chairman, designation of the
Treasurer, and the establishment of the time of regular meetings
by an amendment dated May 28, 1985 (hereinafter referred to as the
"First Amendment ").
C. . The parties do now desire to further amend the Joint
Powers Agreement in certain particulars pertaining to the
1
designation of the Treasurer, the quorum and voting requirements,
and the time of regular meetings.
WHEREFORE, in consideration of the foregoing, the parties
hereto do hereby agree that the Joint Powers Agreement as amended
by the First Amendment is further amended as follows:
1. Paragraph (1) of subsection C of section 2 is amended by
deleting the figure 114:30 p.m." wherever it appears and inserting
in place thereof the figure 114:00 p.m."
2. Paragraph (4) of subsection C of section 2 is amended to
read as follows:
" (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
quorum may adjourn from time to time. No motion shall be
deemed carried unless it receives the affirmative vote of a
least three (3) voting members."
3. Paragraph (5) of subsection D of section 2 is amended to
read as follows:
" (5) Treasurer
The Treasurer of the Authority shall be the chief
financial officer of the host city. 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.
►a
The Treasurer shall:
(a) Receive and receipt for all money of the Authority
and place it in the treasury of the host city to the credit of
the Authority.
(b) Be responsible upon his official bond for the
safekeeping and disbursement of all Authority money so held
by him.
(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 holds for the
Authority, the amount of receipts since his last report, and
the amount paid out since his last report.
(e) Make an annual audit of the accounts and records of
the Authority (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.
Upon the conclusion of each even - numbered calendar year,
the Treasurer of the past calendar year shall transfer all
Authority money and all documents in his custody pertaining to
3
the business of the Authority to the Treasurer for the next
calendar year."
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
by
ce C. Guy baniel H. Yo ng
Perk of the Council Mayor
APPROVED AS TO FORM:
Edwar�d ff. ...-
City Attorney
ATTEST:
APPROVED AS TO FORM:
City Attorney
REL: 10/31/90
4
Approved ap It content
-2
ASA �, [E"
CITY COUNCIL May 6, 1991
MEETING DATE _
TITLE AMENDMENT TO THE
SANTA ANA /ORANGE
JOINT POWERS AGREEMENT
ACTION
4-//- 6y0 ,i
/� P 0 Y-3)
MAY 6 1991
DATE OF COUNCIL ACTION
Authorize rney -{® - --
prepare and the Mayor and Clerk to
exec, da apreernant
Direct the City Attorney to prepare, and authorize the Mayor and Clerk of the
Council to execute an Amendment to the Joint Exercise of Powers Agreement
between the City of Santa Ana and the City of Orange Creating the
Transportation System Improvement Authority.
DISCUSSION
The Joint Exercise of Powers Agreement between the City of Santa Ana and the
City of Orange Creating the Transportation System Improvement Authority
established this public entity on December 8, 1984. The purpose of the
agreement was to provide development of a program by the Authority
implementing the transportation system improvements in the designated area,
and controlling the expenditure of development fee revenues for
transportation system improvements in that area. The designated area
encompasses portions of Santa Ana and Orange in the vicinity of MainPlace.
The current agreement stipulates that the Authority shall be administered by
a governing board of four voting members, namely, the Mayor and Mayor Pro Tem
of each City. All four members, or their designated alternates, are required
to be present at Board meetings for the Board to take any action, and three
affirmative votes are required to carry any motion. The purpose of the
amendment is to allow the Board to meet with only three members present
instead of four. However, three affirmative votes would still be required to
carry any motion. This modification will allow the Board to conduct business
on a more regular basis by allowing for the absence of one of the four
Councilmembers from each meeting.
The current agreement sets 4:30 p.m. as the meeting time for regular
meetings. The proposed amendment changes the official meeting time to
4 p.m., which reflects the actual practice of the Board.
w
043
C.S. 383
AMENDMENT TO THE JPA
May 6, 1991
Page 2
Finally, the current agreement calls for the chief financial officer of
Santa Ana to serve as the TSIA treasurer. The proposed amendment
accommodates the City of Orange's request for the chief financial officer of
the host City, which alternates yearly between Santa Ana and Orange, to serve
as TSIA treasurer, which was provided for in the original agreement. The
City of Orange has reviewed the proposed amendment and accepted its contents.
The three modifications to the current agreement proposed in this amendment
accommodate Orange's request, formalize existing Board practice, and expedite
the timely performance of Board duties.
FISCAL IMPACT
There is no fiscal impact associated with this action.
to 4au?,4
Cynthia J. Nelson
Executive Director/
Community Development Agency
EST:jwe /A1
0
,� -FrS S3
REL : adg
2/1/85.
AMENDMENT TO THE JOINT EXERCISE OF
POWERS AGREEMENT BETWEEN THE CITY
OF SANTA ANA AND THE CITY OF ORANGE
CREATING THE TRANSPORTATION SYSTEM
IMPROVEMENT AUTHORITY
THIS AMENDMENT, made and entered into this 9,0 day
of , 1985, by and between the CITY OF SANTA ANA
(hereinafter referred to as "Santa Ana ") and the CITY OF ORANGE
(hereinafter referred to as "Orange "), municipal corporations
of the State of California.
W- T- T- N- E- S- S -E -T -H
Recitals:
A. Santa Ana and Orange have entered into that certain
"Joint Exercise of Powers Agreement between the City of Santa
Ana and the City of Orange creating the Transportation System
TmproVement Authority,` dated December 18, 1984, tc provide
for a joint powers agency through which the cities may jointly
plan and fund transportation system improvements in the area
of their common border ( hereinafter referred to as the "Joint
Powers Agreement ").
B. The parties do now desire to amend the Joint Powers
Agreement in certain particulars pertaining to designation of
the "host city," the selection of Chairman and Vice - Chairman,
designation of the Treasurer, and the establishment of the
time of regular meetings.
WHEREFORE, the parties hereto do hereby agree as
follows:
1. Paragraph (1) of subsection C of section 2
of the Joint Powers Agreement is amended by deleting the
figure "5:30 p.m." wherever it appears and inserting in
place thereof the figure "4:30 p.m."
2. Paragraph (1) of subsection D of section 2
of the Joint Powers Agreement is amended to read as follows:
"(1) "Host City" Defined
Each party hereto shall be the "Host City"
under this F re�me.:t in alternating calendar years. Orange
shall be the Host City in 1985."
3. Paragraph (2) of subsection D of section 2
of the Joint Powers Agreement is amended to read as follows-
"(2) Chairman
Unless otherwise
board, the Mayor of the Host City
governing board. The Chairman of
preside at its meetings and shall
as are specified by the governing
?rovided by the governing
shall be Chairman of the
the governing board shall
perform such other duties
board."
4. Paragraph (3) of subsection D of section 2
of the Joint Powers Agreement is amended to read as follows:
2.
"(3) Vice Chairman
Unless otherwise provided by the governing
board, the Vice Mayor of the Host City shall be Vice Chairman
of the governing board. The Vice Chairman shall perform all
the duties of the Chairman in the absence of the Chairman."
5. Paragraph (5) of subsection D of section 2 of
the Joint Powers Agreement is amended as follows:
A. The first sentence thereof is amended to read, "The
chief financial officer of Santa Ana shall be the Treasurer
of the Authority."
B. The last sentence thereof is deleted.
IN WITNESS WHEREUr, the parties iierei.0 DaVe executed
this Amendment the date and year first above written.
ATTEST:
anice C. Guy
Clerk of the C nci
City of Santa Ana
APPROVED AS TO FORM:
CI
Edward J C ople
City Attorney
City of Santa Ana
ATTEST:
Marilyn J s
Clerk of the Council
City of Orange
3.
ORANGE
ames Beam
Mayor
APPROVED AS TO FORM:
Furman B. Roberts
City Attorney
City of Orange
- City Manger
� 4 * f Rok
CITY COUNCIL
AGENDA DATE
TITLE Amendment to Joint Powers
WtelelJ,I LT, 1:1ki 1114fl G31�11 rol
N - %S -,5-3
DATE OF COUNCIL ACTION -9 G,A 5
Appmvpd xmst4wFeY: �\ L69{bE���G�GYC
au "rt Won by
r And Clerk
CLERK OF THE OUNC
Authorize Mayor and Clerk of the Council to execute an Amendment to
Joint Exercise of Powers Agreement between Santa Ana and Orange
BACKGROUND
DOCUMENT ON FILE
IN CLERK'S OFFICE
Santa Ana and Orange entered a joint powers agreement (JPA) for the
Transportation System Improvement Authority on December 18, 1984.
This amendment establishes procedure for selection of the Chairman,
Vice - Chairman and Treasurer, designation of the "Host City," and estab-
lishes time for regular meetings.
EXECUTIVE SUMMARY
The Mayor and Vice -Mayor of the Host City shall serve as Chairman and
Vice - Chairman, and Santa Ana's Finance Director shall serve as Treasurer.
Orange shall be the 1985 Host City.
-°• I em
do 1�I1.(
!
DATE OF COUNCIL ACTION -9 G,A 5
Appmvpd xmst4wFeY: �\ L69{bE���G�GYC
au "rt Won by
r And Clerk
CLERK OF THE OUNC
Authorize Mayor and Clerk of the Council to execute an Amendment to
Joint Exercise of Powers Agreement between Santa Ana and Orange
BACKGROUND
DOCUMENT ON FILE
IN CLERK'S OFFICE
Santa Ana and Orange entered a joint powers agreement (JPA) for the
Transportation System Improvement Authority on December 18, 1984.
This amendment establishes procedure for selection of the Chairman,
Vice - Chairman and Treasurer, designation of the "Host City," and estab-
lishes time for regular meetings.
EXECUTIVE SUMMARY
The Mayor and Vice -Mayor of the Host City shall serve as Chairman and
Vice - Chairman, and Santa Ana's Finance Director shall serve as Treasurer.
Orange shall be the 1985 Host City.
-°• I em
do 1�I1.(
CROSS REFERENCE SHEET
File Name Agreement File A -84 -105, A -85 -53
(OR) ORANGE, CITY OF
File Mo. Agreement File: -
A -84 -105, A -85 -53
Orange, City of
Regarding Per Joint Powers Agreement between Date 07/16/85
the City of Santa Ana and the City
of Orange Creating the Transportation
Improvement Authority:
The City of Santa Ana APPROVED the
Agreements between the CITY OF ORANGE
and (1) AUSTIN -FAUST to conduct the
Neighborhood Preservation Study, and
(2) BERRYMAN & STEPHENSON to conduct
the Lawson Way Extension Study.
(SEE: Attached Copy of RFCA dated 7 /16/85)
File Name TRANSPORTATION
File No. 1000 (1985)
W
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL " / `_
AGENDA DATE �. 198s
TITLE AWARD OF CONTRACTS FOR
NEIGHBORHOOD PRESERVATION
STUDY AND LAWSON WAY
EXTENSION
-:.
RECOMMENDED ACTION
r x�
of nary ,.a � �'• � ���
e e
DATE OF COUNCIL ACTION
CLERK OF THE COUNCIL'
1. Award a contract to Austin -Faust to conduct the Neighborhood
`oo o Preservation Study for a cost not to exceed $25,370,
and authorize its execution by the Mayor; and
_ -6 5 _F3 2. Award a contract to Berryman & Stephenson to conduct
10030 the Lawson Way Extension Study "For a cost not to exceed
$4,500, and authorize its execution by the Mayor.
EXECUTIVE SUMMARY
At their meeting of January 31, 19854 the Orange -Santa Ana
Joint Powers Authority authorized the issuance of a request
for proposal (RFP) to conduct a neighborhood preservation
study involving the area west of Maija Street, south of Chapman
and north of the Garden Grove Freeway. In addition, they
authorized issuance of a RFP for the, Lawson Way Extension
Study.' Following receipt of the respective proposals, a
review committee comprised of staff from both cities evaluated
each of them, and their recommendation is as follows:
1. Award a contract to Austin'- Faust'to conduct the
Neighborhood Preservation Study for a cost not
exceed $25,370; and
2.' Award as contract to Berryman & Stephenson to conduct
the Lawson Way Extension Study for a cost not to
exceed $4,500.
The costs associated with these studies will be shared equally
by both cities as provided for in the Joint Exercise of
Powers Agreement. The City Council of the City of Orange
will also be requested to approve'these proposed contracts
for services.
ay-
REL:adg
10/15/84
JOINT EXERCISE OF POWERS AGREEMENT BETWEEN p
THE CITY OF SANTA ANA AND THE CITY OF ORANGE
CREATING THE TRANSPORTATION SYSTEM IMPROVEMENT AUTHORITY
THIS AGREEMENT, dated for convenience as of
December 18, 1984, is made and entered into by and
between the CITY OF SANTA ANA (hereinafter referred to as
( "Santa Ana ") and the CITY OF ORANGE (hereinafter referred
to as "Orange "), municipal corporations of the State of
California,
Recitals:
W I T N E S S E T H
A. The area designated in Exhibit A, attached hereto
and incorporated herein by reference, (hereinafter referred to
as the "TSIP Area ") is comprised partly of territory of Santa Ana
and partly of territory of Orange. Due to development within
said TSIP Area, it is in need of major transportation system im-
provements.
B. Santa Ana and Orange are each empowered by law to
expend public moneys on such transportation system improvements
as they determine to be appropriate,
C. Santa Ana and Orange are of the opinion that the
TSIP Area requires a comprehensive program for transportation
system improvements, including their joint participation in the
establishment of priorities and in the funding of improvements.
D. Pursuant to prior agreement Santa Ana and Orange
have each imposed fees on developments occurring within their
respective portions of the TSIP Area, in the amount of one per
cent (1 %) of development costs, the revenues from which may be
0
-1—
used solely for transportation system improvements.
F. Santa Ana and Orange do now desire to establish
a joint powers agency to establish and maintain a transportation
system improvements program for the TSIP Area to control the
expenditure of development fees for transportation system improve-
ments within said TSIP Area.
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 California (commencing with Section 6500, hereinafter
called "Act ") relating to the joint exercise of powers to public
agencies. Santa Ana and Orange 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 pro-
gram for transportation system improvements in the TSIP Area and
controlling the expenditure of development fee revenues for trans-
portation improvements within said 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 Authoritv
Pursuant to Sections 6506 and 6507 of the Act, there
is hereby created a public entity to be known as the "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.
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B. Governing Board
The Authority shall be administered by a governing
board of four (4) voting members, provided, however, that such
voting members may select an additional voting member, in which
case, upon acceptance of office by such additional member, the
Authority shall be administered by a governing board of five (5)
members. The city councils of Santa Ana and orange 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
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 may 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. The voting members of the governing board
of the authority who are selected by a city council of a party
hereto shall serve at the pleasure of such city council. The
fifth voting member shall serve a term of one (1) year, and may
be reselected at the expiration of any such term by majority
vote of the other voting members. Such fifth voting member
may be removed at any time by majority vote of the other voting
members.
The City Manager, or his designated representative,
of each party hereto shall be an ex officio non - voting member of
the Authority. He shall be entitled to participate in the delib-
eration 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.
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C. Meetings of the Governing Board
(1) Regular meetings
The governing board of the Authority shall provide
for the date, time and place of its regular meetings; provided it
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 in accordance with the following
schedule:
Quarter
Date
Time
Place
lst
3rd Thursday
5:30
p.m.
Host
City
January
City
Hall
2nd
3rd Thursday
5:30
p.m.
Host
City
April
City
Hall
3rd
3rd Thursday
5:30
p.m.
Host
City
July
City
Hall
4th
3rd Thursday
5:30
p.m.
Host
City
October
City
Hall
The first meeting of the governing board shall be held on the
date listed above which first occurs following the execution of
this Agreement.
(2)
Ralph _MM.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
WE
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
Two (2) voting members from each City 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 quorum may adjourn from time to time.
D. Officers
(1) "Host City" Defined
Each party hereto shall be the "host city" under
this Agreement in alternating two (2) calendar years. Santa Ana
shall be the host city the first two (2) years (1985 and 1986).
(2) Chairman
The governing board of the Authority shall elect
one of its members as Chairman. The Chairman's term of office
shall be one (1) year and until his successor is elected. Until
such time as a Chairman is first elected, the City Manager of
the host city, or his designated representative, shall act as
Chairman. The Chairman of the governing board shall preside at
its meetings and shall perform such other duties as are specified
by the governing board. The Chairman shall not be from the same
city as the Vice - Chairman.
(3) Vice Chairman
The governing board of the Authority shall elect
one of its members as Vice Chairman. The Vice Chairman's term
of office shall be one (1) year and until his successor takes
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office. Until such time as a Vice Chairman is first elected,
the City Manager of the city which is not the host city, or his
designated representative, shall act as Vice Chairman. The Vice
Chairman shall perform all of the duties of the Chairman in the
absence of the Chairman. The vice- Chairman shall not be from
the same city as the Chairman.
(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 even - numbered calendar year,
the Secretary for the past calendar year shall transfer all
documents in his custody pertaining to the business of the
Authority to the Secretary for the next calendar year.
(5) Treasurer
The Treasurer of the Authority shall be the chief
financial officer of the host city. 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 the host city to the
credit of the Authority.
(b) Be responsible upon his official bond for
the safekeeping and disbursement of all Authority money so held
by him.
(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 holds
for the Authority, the amount of receipts since his last report,
and the amount paid out since his last report.
(e) Make an annual audit of the accounts and
records of the Authority (except that audits may be made on the
basis of a two -year period if unanimously approved by the gov-
erning 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.
Upon the conclusion of each even - numbered calendar
year, the Treasurer of the past calendar year shall transfer all
Authority money and all documents in his custody pertaining to
the business of the Authority to the Treasurer for the next
calender year.
3. Disposition of Transportation System
Improvement Development Fees
The parties hereto agree to maintain in effect for
the term of this Agreement those ordinances and implementary reso-
lutions currently in effect within their respective jurisdictions
which require the payment of a fee (hereinafter referred to as
"development fee ") in an amount not less than one percent (1 %) of
the estimated cost of development for any development occurring
-7-
within the TSIP Area and impacting the traffic system therein,
and which limit the expenditure of such fee revenues to trans-
portation system improvements benefiting said area; provided
nothing herein shall be construed to limit either party from
amending such ordinance to clarify its terms, change its applica-
tion to areas outside the TSIP Area, or bring it into compliance
with all applicable law.
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 located within the TSIP area
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.
The Treasurer of the Authority shall maintain such fee
revenues in an account separate and apart from all other moneys in
his custody. Such moneys 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 develop-
ment fee revenues shall belong to the Authority and shall be
treated in the same manner as development fee revenues.
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.
No part of Authority revenues shall be used for
administrative or overhead costs.
��
4. Powers
A. Approval of Transportation System
rovement 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. Any project which , in the opinion of the govern-
ing body, either improves the circulation of vehicular traffic into,
through, out of the TSIP Area, or which mitigates the adverse effects
of vehicular traffic or parking caused by developments located
within the TSIP Area, shall be deemed eligible for approval by
the governing board (hereinafter referred to as "Eligible Projects ").
The Authority, however, shall not have authority to contract directly
for construction of Eligible Projects.
B. Preparation of Transportation
System Improvement Program
The governing board shall develop, maintain, and from
time -to -time, revise a program for Eligible Projects setting forth
their relative priorities, target dates for commencement and
completion of construction, estimated costs, and proposed sources
of funding.
The parties hereto agree that that certain consultant's
report entitled "Santa Ana /Orange Transportation Improvement Study,
Phase Two, Transportation System Improvement Program" prepared by
JEF Engineering, shall serve as the preliminary working basis for
development of the program; and the New Traffic Study as described
in the settlement agreement shall also serve as a document repre-
senting a working basis for development of the program.
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.
C. The Authority is empowered and bound to im-
plement the settlement agreement attached hereto as Exhibit "B ",
( "Settlement Agreement. ") In the event of any inconsistency
between the provisions of this joint powers agreement and the
Settlement Agreement, the provisions of the Settlement Agreement
shall prevail.
D. Consultant Aareements
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.
E. 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
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Each party to this Agreement shall keep the other party
and the Authority informed of development projects located within its
portion of the TSIP Area. Such information shall extend to and in-
clude 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 development as necessary
to project its probable 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 dis-
closed. 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 with 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.
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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 re-
development 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.
As used herein, "development project" includes any
activity which would require the issuance of a building permit
under the building code of the party having jurisdiction over
the activity.
As used herein, "development plan or regulation" in-
cludes a general or specific plan or element thereof, a re-
development 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.
However, this Agreement shall, if necessary, continue beyond
January 1, 2010 to the extent necessary to implement the
Settlement Agreement.
-12-
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.
shall be in writing.
Any amendment to this Agreement
This Agreement may be terminated by a party for sub-
stantial breach hereof by the other party, provided that the non -
breaching party serves the breaching party with written notice of
intent to tearminate, approved by the city council of the non -
breaching 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 nonbr_eaching
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. Any termination of this Agreement shall not affect
the rights and duties of the Authority to implement the settlement
agreement attached hereto as Exhibit "B," and Authority powers
shall survive any such termination until such time(s) as the
provisions of the settlement agreement have been satisfied.
Upon termination of this Agreement and complete im-
plementation of the settlement 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.
-13-
8. 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 City Hall of the receiving party.
9. Supercession of Prior Aareemen
This Agreement supersedes that certain "Transportation
Systems Improvements Agreement" entered into between the parties
hereto in 1981.
10. 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
-14-
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:
V nice C. Guy
lerk of the Council
APPROVED AS TO FORM:
4&4�
Edward 0. Coop r
City Attorne
ATTEST:
MarilyngJ. fiense
Clerk of the Cc nci
APPROVED AS TO FORM:
urma B. Roberts
City Attorney
-15-
CITY OF SANTA yANA
by
Daniel E. Griset
Mayor
APPROVED AS TO CONTENT:
CITY,,OT) 0RAGE
Mayor
Beam
k �Q
yP
A,
P .
4N6`JooLl
ROL I . L---.Aj RS1 GA,M.
DO L;
Foil,
t i . t ;, F
EXHIBIT .
JUL
i
IDDEDHIO-11F t'
A-1 Onn[
IOCU
•e.� .�.v.� i as . G
.Fj
HAFT
t,)V\1 iI\hL
SETTLEMENT AGREEMENT WITH MUTUAL'RELEASES
This Settlement Agreement (the "Agreement ") is executed
and effective as of this 24th day of October, 1984, by and among
plaintiff, City of Orange ( "Orange "), and defendants, City of
Santa Ana, a municipal corporation ( "Santa Ana "); Community
Redevelopment Agency of the City of Santa Ana, a political sub-
division of the City of Santa Ana ("Agency"); Santa Ana Venture, a
California joint venture ( "Venture "); Henry T. Segerstrom, an
individual; JMB /Federated Realty Associates, Ltd., an Illinois
limited partnership; and Center Partners, Ltd., an Illinois cor-
poration (collectively "Defendants "), with reference to the
following facts:
RECITALS
WHEREAS, Agency and Venture entered into that certain
Participation Agreement dated May 15, 1984, in connection with the
redevelopment and expansion of Santa Ana Fashion Square, a
regional shopping center iocated in the City of Santa Ana, County
of Orange, State of California (the "Participation Agreement "); and
WHEREAS, on June 14, 1984, Orange filed a Complaint
against Defendants in the Superior Court of the State of
California for the County of Orange, seeking relief in connection
with the environmental impact report, prepared in connection with
the Participation Agreement (the "First Complaint "); and
1 0393S
gE T
WHEREAS, on July 13, 1984, Orange filed another Complaint
against Defendants to challenge the validity of the Participation
Agreement (the "Second Complaint ").
August 27, 1984; and
Said Complaint was amended on
WHEREAS, the purpose of this Agreement is to settle the
disputes between and among Orange and Defendants and to release
the First Complaint and Second Complaint, and all claims, causes
of actions, and demands that the parties may have against each
other.
NOW, THEREFORE, in consideration of the mutual covenants,
promises and undertakings set forth herein, the parties hereto
agree as follows:
1: Santa Ana and Orange agree to concurrently herewith
enter into a Joint Powers Agreement substantially in the form of
Exhibit "A" attached hereto and made a part hereof, creating a
Joint Powers Agency ( "JPA ") to administer the Transportation
System Improvement Program (the "TSIP ") to identify certain street
and capital improvement items and address traffic problems in the
City of Orange and the City of Santa Ana.
2. Santa Ana and Orange agree that each city will.fund
one -half (1/2) of the cost of a study (the "New Traffic Study ") to
determine the traffic and parking impacts of the Fashion Square
Redevelopment Project (the "Project ") on the surrounding areas in
the City of Orange, including the residential neighborhoods north
2 . 03935
of the Project as well as major arterial streets in the City of
Orange that could be impacted by the redevelopment of the
Project. The New Traffic Study shall recommend measures for
mitigating such traffic and parking impacts, which mitigation
measures may or may not exceed the mitigation measures required by
the EIR. The New Traffic Study shall recommend mitigation
measures for each of the "Phases" (as defined in paragraph 5(D)
hereof). It is agreed that Orange has the right to select the
consultant to prepare the New Traffic Study, provided, however,
that the JPA may veto such selection so.long as the veto is not
unreasonably exercised. The JPA shall not be deemed to
unreasonably exercise its veto if such veto is based on the fact
that the proposed traffic consultant is one who is not nationally
recognized or qualified'by virtue of the fact that such consultant
does not have substantial experience in major regional mixed use
projects in urban areas.
3. Pursuant to the.Joint Powers Agreement, Santa Ana
and Orange agree that a fee of 1% of the cost of development for
any development occurring within the TSIP area and impacting the
traffic system therein, and which limits the expenditure of such
fee revenues to transportation system improvements benefiting said
area (the "TSIP Fee "), shall be paid to and administered by the
JPA. Neither Orange nor Santa Ana shall be required to deposit
with the JPA any fees heretofore collected in connection with the
Transportation Systems Improvement Agreement' entered into between
Orange and Santa Ana in 1981.
3 0393S
�. Within one year from the date of this Agreement,
Santa Ana shall pay to the JPA the First Phase Fashion Square TSIP
Fee (as defined in the Participation Agreement) to permit Orange
to implement mitigation measures located within Orange's TSIP area
that are identified in either the EIR or the New Traffic Study.
This payment shall in no event be less than Five Hundred Thousand
Dollars ($500,000.00); provided, however, that no payment shall be
made if Santa Ana has notified Orange that the Project is no
longer viable and that the parties to the Participation Agreement
have mutually rescinded that agreement.
5. As a condition precedent to "Commencement of
Construction" (as hereinafter defined) of the "Second Phase of the
Project" (as hereinafter defined) an irrevocable letter of credit
shall be provided to the JPA in an amount equal to the difference
between (a) the estimated cost, as reasonably determined by the
JPA ( "Cost "), of the mitigation measures located in Orange's TSIP
area that are recommended by either the EIR or the New Traffic
Study, minus (b) the sum of (i) TSIP fees in the possession of the
JPA plus (ii) any funds available from federal, state and county
funds,'as hereinafter provided, but in no event to exceed One
Million Two Hundred Fifty Thousand Dollars ($1.,250,000.00).
As a condition precedent to Commencement of Construction
of the "Third Phase of the Project" (as hereinafter defined) an
irrevocable letter of.credit shall be provided to the JPA in an
amount equal to the difference between (a) the Cost of the
mitigation measures located in Orange's TSIP area that are
4 0393S
recommended by either the EIR or the New Traffic Study, minus
(b) the sum of.(i) TSIP Fees in the possession of the JPA and
(ii) federal, state and county funds available as hereinafter
provided, but in no event to exceed One Million Two Hundred Fifty
Thousand bollErs ($1,250,000,00);
As a condition precedent to the Commencement of Construc-
tion of the "Hotel Phase of the Project" (as hereinafter defined)
an irrevocable letter of credit shall be provided to the JPA in an
amount equal to the difference between (a) the Cost of the
mitigation measures located in Orange's TSIP area that are
recommended by either the EIR or the. New Traffic Study, minus
(b) the sum of (i) TSIP Fees in the possession of the JPA plus
(ii) federal, state and county funds available as hereinafter
provided, but in no event to exceed One Million Two Hundred Fifty
Thousand Dollars ($1,250,000.00).
For purposes of this Agreement, the following terms and
phrases shall have the following definitions:
The phrase "Commencement Of Construction" shall refer to
the date that construction is commenced on footings and
foundations for the improvements on the Second Phase of'the
Project, the Third Phase of the Project, or the Hotel Phase of.the
Project, as the case may be.
The phrase "Second Phase Of The Project" refers to any
improvements on the Project Site which exceed 1,500,000 net
5 03935
t
leasable square feet of retail and /or office space, but is less
than 2,300,000 net leasable square feet of retail and /or office
space.
The phrase "Third Phase Of The Project" refers to.any
improvements on the Project Site which exceed 21300,000 net
leasable square feet of retail and /or office space, but is less
than 3,100,000 square feet of retail and /or office space.
The phrase "Hotel Phase Of The Project" refers to any
development on the Project Site of any hotel.
Prior to the JPA drawing upon any letter of credit, Orange
shall provide the JPA at least thirty (30) days' preliminary
notice ( "Notice "). A copy of such Notice shall be concurrently
delivered to Santa
Ana
and'Venture.
The Notice shall
set
forth
with particularity
the
mitigation measures
required to
be
taken
and the amount of funds necessary to pay therefor.
During such thirty (30) day period the JPA shall review
such mitigation measures and the cost thereof and'determine
whether the conditions set forth below have been satisfied.
Santa Ana and Orange agree to cooperate with each other
and join in applying for federal, state, and county funds and
grants, as hereinafter provided to help pay for such mitigation
measures prior to the JPA drawing down on any letter of credit.
6 0393S
Nothing contained herein shall be construed to impair the ability
of either City to apply for its fair share of federal, state, and
county funds for any projects in other areas of the cities. Nor
shall anything herein be construed to require Orange to obligate
its General Funds or Gas Tax Funds, or to pledge the Full Faith
and Credit of the city, to pay for any loan principal or. interest.
A letter of credit for a particular Phase of the Project
may be drawn down on only under the following terms and conditions:
a. The mitigation measures to be implemented with
the funds requested to be drawn down on are reasonably resulting
from either the improvements for the particular Phase which is the
subject of the letter of credit, or any earlier phases, and are
recommended by the EIR or the New Traffic Study;
b. A building permit for the improvements in the
particular Phase which is the subject of the letter of credit has
been issued;
C. There are insufficient TSIP Fees and federal,
state and county funds and grants available to the JPA, as set
forth above, to pay for such mitigation measures; and
d. Santa Ana and Orange have expended their best
efforts and cooperated to apply for, and obtain funding from
state, county, and federal sources and despite such efforts the
7 0393S
monies received from such sources ane not adequate to complete the
needed mitigation improvements.
Each irrevocable letter of credit shall provide on its
face that no amounts may be drawn upon thereunder unless all of
the preceding conditions have been satisfied. In addition, all
drafts drawing upon a letter of credit shall be accompanied by a
written affidavit signed by the mayor or city manager of the City
of Orange certifying that (a) Orange is entitled to the sum
demanded, (b) all conditions set forth above have been satisfied,
and (c) all amounts to be drawn or which have theretofore been
drawn,under any letter of credit shall be and have been applied
solely in payment of mitigation measures recommended by either the
EIR or the New Traffic Study.
Each letter of credit shall have a term of one year, and
shall be issued,in favor of the JPA. The letter of credit for the
Second Phase of the Project shall be extended prior to its
expiration or maturity date for another term of one year on the
same terms and conditions as set forth above, if and only if the
entire amount of such letter of credit has not been previously
drawn down, and, if the mitigation measures which are reasonably
resulting from the construction of the Second Phase of the
Project, or any earlier Phase, and are recommended by the EIR or
the New Traffic Study, have not been completed. If less than the
prior amount of such letter of credit has been drawn down, the
letter of credit may be extended, but only in the amount of the
remaining balance not drawn down. Thereafter, the expiration
8 03935
on the following terms and conditions: Orange shall notify the
maker of the letter of credit at least 45 days prior to the matur-
ity or expiration of such letter of credit. Said notice shall
(i) certify that the mitigation measures which are reasonably
resulting from the Phase in question, or any earlier Phases, and
are recommended in the EIR or the New Traffic study have not been
completed, (ii) identify which mitigation measures remain to be
completed, and certify (iii) that the entire amount of the letter
of credit has not been previously drawn down and (iv) what the
remaining balance is.
If the JP.A receives any TSIP fees (other than TSIP fees
deposited by the Agency in connection with the Project) subse-
quest to the draw down of any letter of credit, the JPA shall
forthwith pay the maker of the letter of credit Fifty Percent
(508) of such TSIP fees until the full amount previously drawn
down under the letters of credit for any previous Phases has
been fully reimbursed. Upon completion of all mitigation measures
for any phase or any prior phase of the project, the maker of
the letter of credit shall receive one hundred percent (100 %)
of all subsequent nonproject TSIP fees received by the JPA
until such time as the letter(s) of credit are fully reimbursed
for any draw down. The first letter of credit drawn down upon
shall be the first one reimbursed.
In the ,event a letter of credit for Phase Two or Phase
Three has been drawn down upon as provided herein, and the differ-
ence between the actual costs of the required mitigation measures
for a particular Phase located in Orange's TSIP area that are
9 03935
9
identified in either the EIR or the New Traffic Study, minus
the sum of (i) TSIP fees in the possession of the JPA and
(ii) federal, state and county funds available as hereinabove
provided, exceeds One Million Two Hundred. Fifty Thousand
Dollars ($1,250,000.00) (the "Excess Difference "), and Orange
actually completes such mitigation measures with its own funds,
then in that event Orange shall be entitled to receive a credit
equal to the Excess Diffe -ence against the letter of credit next
deposited with the JPA in connection with the next Phase of develop-
ment, if and when deposited pursuant to this Agreement.. The credit
shall not exceed the Excess Difference, and shall not otherwise en-
title Orange to draw down on any other poertion of the Leter of
Credit unless otherwise permitted by the terms of this Agreement
6. Santa Ana and Orange agree that TSIP Fees shall not
be used for Agency obligations pursuant to the Participation
Agreement. Santa Ana shall provide the JPA with the full one
percent (1%) TSIP Fee for the Project.
7.(A) Agency agrees to provide Orange, for its informa-
tion, with the Site Plan for the Project which has been finally
approved by the Agency -in accordance with the Participation Agree-
ment (the "Site Plan "). Agency further agrees to provide Orange
with any proposed revisions to the Site Plan for its information.
(B) Santa Ana and Orange agree that the JPA shall con-
sider and resolve any future disputes regarding (1) formulation
and funding of additional mitigation measures required as a result
of any revisions to the Site Plan or any developments in the TSIP
area, and (2) the performance of this Agreement. If the JPA is
10 03935
unable to resolve any such disputes, the parties shall submit the
dispute to binding arbitration before the American Arbitration
Association ( "AAA "). The AAA rules shall apply to said arbitra-
tions; except that the parties shall also have the right to obtain
documents and conduct depositions to the extent permitted in
Superior Court lawsuits.
8. Each party shall pay its own legal fees resulting
from the Project lawsuits.
9. Upon the execution of this Agreement, Orange shall
provide Santa Ana and Venture with Requests for Dismissal of the
First Complaint and the Second Complaint with Prejudice in
and substance satisfactory to Defendants. Santa Ana and Venture
shall only be entitled to file the Requests for Dismissal with the
appropriate Superior Court concurrent with or subsequent to the
filing of Requests for Dismissal in the Second Complaint of the
individual Plaintiffs and the answering Defendant and Cross -
Complainant, David Llewellyn, and shall provide each,of the
parties hereto with conformed copies of the Requests for
Dismissals for their files. At any time following the five (5)
day period described below, at Venture's option, all actions taken
pursuant to this Agreement may be rescinded if the individual
Plaintiffs and Cross - Complainant in the Second Complaint do not
conclude a settlement with Santa Ana and Venture within five (5)
days hereof. Santa Ana agrees to engage in settlement discussions
with the individual Plaintiffs and Cross - Complainant. Orange
11 03935
agrees to cooperate with and assist Santa Ana in its settlement
discussions, with the individual Plaintiffs and Cross - Complainant.
10: Santa Ana agrees to use its best efforts to initiate
and cause that certain small strip of land located on either side
of the Santa Ana.Freeway, lying between the Santa Ana River and
Chapman Avenue, to be deannexed from Santa Ana and annexed to
Orange, with the precise southerly boundary to be determined by
later agreement'between the parties. Santa Ana agrees to actively
support such boundary change before the Local Agency Formation
Commission and other necessary public and private entities
involved.in or affected by said boundary change.
11. Orange agrees to cooperate with and support, and not
challenge in any way, manner, or form, any Implementation
Agreement to the Participation Agreement entered into between
Venture and Santa Ana which Implementation Agreement.is consistent
with the terms and conditions of this Agreement.
12. Except as specifically set forth herein, Orange, for
itself and for its respective principals, affiliates, successors,
and assigns, and each of them, hereby releases, acquits, and ,
forever discharges the others and their respective principals,
shareholders, affiliates, agents, representatives, successors, and
assigns, and their partners claiming through the Defendants, and,
each of them, of and from any and all demands, charges, accounts,
obligations, liabilities, causes of actions, sums of money, and
other claims of every kind and nature, whether known or unknown,
12 03935
and whether anticipated or unanticipated, which Orange has, or may
now claim to have, or may hereafter,claim , to have, against the
Defendants, or any of them, by reason of any act or omission on
the part of Defendants, or any of them, that occurred prior to the
date of this Settlement Agreement:
13. Except as specifically set forth herein, Defendants,
and each of them, for themselves and for their respective
principals, officials, current and former employees, attorneys,
affiliates, successors, and, assigns, and each of them, hereby
releases, acquits, and forever discharges Orange and its
respective principals, officials, current and former employees,
attorneys, affiliates, successors, and assigns, and each of them,
of'and from any and all demands, charges, accounts, obligations,
liabilities, causes of action, sums of money, and other claims of
every kind and nature, whether known or unknown, and whether
anticipated or unanticipated, which Defendants, or any of them,
have, or may now claim to have, or may hereafter claim to have,
against the foregoing persons, or any of them, by reason of any
act or omission on the part of said persons, or any'of them, that
occurred prior to the date of this Settlement Agreement.
14. In connection with said releases, Orange and the
Defendants, and each of them, agrees to and does hereby waive and
relinquish all rights and benefits afforded under the provisions
of Section 1542 of the California Civil Code, which provides as
follows:
13 03935
"A general release doos not extend to claims
which the creditor does not know or suspect to
exist in his favor at the time of executing the
release, which if known by.him must have
materially affect his settlement with the debtor."
Orange and the Defendants, and each of them, warrants and
represents that the effect and import of the provisions of Section
1542 have been fully explained to it by its attorneys.
Orange and the Defendants, and each of them, warrants and
represents that none of its claims, causes of actions, or demands
herein released have been assigned to any person or entity, and
that it has full authority to make the foregoing releases.
15. This Agreement shall be governed by the laws of the
State of California and any questions arising hereunder shall be
construed and determined according to such law.
16. This Agreement may be signed by the parties in
different counterparts and the signature pages combined to create
a document binding on all parties.
17. Each of the parties hereto 'acknowledges and agrees
that the execution and delivery of this Agreement by the parties
hereto, or any of them, shall not constitute or be construed as an
admission of any liability or wrongdoing on the part of any of the
parties hereto.
14 03935
18. Except for the Participation Agreement and the JPA,
this Agreement contains the entire agreement between the parties
hereto with respect to the matters referred to hereiin, and super-
sedes any prior agreements, whether written or oral.
19. Each of the parties has been represented by counsel
in the negotiation and drafting of this Settlement agreement.
Accordingly, this Agreement shall not be strictly construed
against any party and the rule of construction of contracts
resolving any ambiguities against the drafting party shall be
inapplicable to this Agreement.
20. This Agreement shall find, and inure to the benefit
of, the respective successors, assigns, and personal representa-
tives of each of the parties hereto. Agency and Venture jointly
and severally agree to notify Orange of any transfer of interest
in the Project which affects obligations relatinc to any letter
of credit in order that Orange may inform the intended trans-
feree(s) of the terms of this Settlement Agreement prior to the
effective date of any such transfer. Upon acceptance of the
obligations relating to any letter of credit by such transferee(s),
Venture shall be released from such obligation.
15 03936
IN WITNESS WHEREO1, the parties hereto have executed this
Agreement on the date first set forth above.
CITY OF ORANGE,
APPROVED: a municipal corporation
Legal Cpunsel
APPROVED:
Legal u e
By T
ATTEST;
n i ice C. Guy, Cl�ner o th uncil
APPROVED:
Legal qns
By
APPROVED A TO CONTENT:
City Manager
APPROVED:
CITY OF SANTA ANA,
a municipal corporation
By _ 1%�
Rutnorized'Agent
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANTA ANA,
a political subdivision of the
City of Santa Ana,
BY
Authofized Agent
SANTA ANA VENTURE,
a joint venture
By HENRY T. SEGERSTROM,
General Partner in
Santa Ana Venture
Legal C set
By By
16
0393S
APPROVED:
Legal Counsel
By -
APPROVED:
Legal- o nsel
BYI
APPROVED:
Legal C unsel
BY
By7JMB /FEDERATED REALTY
ASSOCIATES, LTD.,
an Illinois limited
partnership, General Partner
in Santa Ana Venture
B° 10 V
By:CENTER PARTNERS, LTD.,
an Illinois Limited
partnership, general
partner in JMB /Federated
Realty Associates, Ltd.,
By.JMB SHOPPING CENTERS, INC.,
an Illinois corporation,
general partner in Center
Partners, Ltd.,
BY
By;CENTER PARTNERS, LTD.,
an Illinois corporation,
general partner in SANTA
ANA VENTURE
BY;JMB SHOPPING CENTERS, INC.,
an.Illinois corporation,
general partner in Center
Partners, Ltd.
�oz L"r' C G✓T >t�
17 0393S
MOTION: Griset
VOTE: AYES:
Griset,
NOES:
Johnson
ABSENT:
Acosta,
The motion failed.
SECOND: McGuigan
Luxembourger, McGuigan
Bricken, Young
Councilmenber Johnson expressed the opinion that since the City of
Orange had caused three additional plaintiffs to be involved in the
lawsuits, he felt it was the City of Orange's obligation to remove
then.
MOTION: Reconsider approval of the foregoing agreements.
MOTION: Griset SECOND: McGuigan
VOTE: AYES: Griset, Johnson, Luxembourger, McGuigan
NOES: None
ABSENT: Acosta, Brxtbken, Young
MOTION: Approve agreements and authorize execution by Mayor
and Clerk.
JT. EXERCISE OF POWERS AGREEMENT between the City and the City of
Orange creating the transportation system improvement authority.
FILE A -84 -105
615.05
SETTLEMENT AGREEMENT with Mutual Releases by and among City of Orange,
City of Santa Ana, Community Redevelopment Agency of the City of Santa
Ana, Santa Ana Venture, Henry T. Segerstrom, J. M. B. Federated Realty
Associates Ltd., and Center Partners Ltd., regarding development of
Santa Ana Fashion Square.
MOTION: Griset SECOND: McGuigan
VOTE: AYES: Griset, Johnson, Luxembourger, McGuigan
NOES: None
ABSENT: Acosta, Bricken, Young FILE A -84 -104
615.05
410.15
Councilmember Johnson requested the Minutes reflect he had agreed to
approval of said agreements with extreme reluctance.
CITY COUNCIL MINUTES 407 OCTOBER 24, 1984