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HomeMy WebLinkAbout06 COOP AG NO. 2 04-03-00DATE: APRIL 3, 2000 lqO. 6 04-03-00 inter_Com TO: FROM: SUBJECT: WILLIAM HUSTON, CITY MANAGER CHRISTINE SHINGLETON, ASSISTANT CITY MANAGER COOPERATION AGREEMENT NO. 2 IsUmmarY ApProval is requested to'enter intoa new RedeveloPment Cooperation Agreement With the City~0f z~ine' for redevelopment of portions` Of MCAS~ Tustin. within the'city of ]:wine. Recommendation It is recommended that: , The Mayor be authorized to execute Redevelopment Cooperation Agreement No. 2 among the City of Irvine, City of Tustin, and Tustin Community Redevelopment Agency. 2. The Chair of the Tustin Community Redevelopment Agency be authorized to execute Redevelopment Cooperation Agreement No. 2. Fiscal Impact No fiscal impacts at this time. Background On February 13, 1996, the cities of Irvine and Tustin entered into a Redevelopment Cooperation Agreement. In addition to approving the Agreement, the Irvine City Council also approved an ordinance authorizing the Tustin Community Redevelopment Agency to exercise redevelopment powers on the 94 +/- acre portion of MCAS, Tustin located in Irvine. After a number of extensions caused by reuse planning and the base closUre process, the Agreement expired in February 1999. Recent discussions between staffs of the two cities concluded that it would be advantageous for a new agreement to be signed, essentially the same as the original one. The Tustin City Council is being requested to consider and approve the new agreement. The proposed Agreement gives the City of Irvine control over property tax increment benefits derived from the Irvine portion of the base, including certain obligations related to affordable housing, as provided for in state redevelopment law. Irvine also retains full police power over Irvine-Tustin Redevelopment Coop. A~, ee. Page 2 the property within their jurisdiction, including implementation of its planning and regulatory standards and the processing of entitlements and permits. Pursuant to the Agreement, such activity would be coordinated through the Tustin Community Redevelopment Agency. The land area subject to the Agreement is a 94+/- acre parcel of MCAS, Tustin located in Irvine bounded by Barranca Parkway, Harvard Avenue, Peters Canyon Wash, and just north of Warner Avenue. The 'site contains 552 former military housing units, typically characterized as multiple family units built during the late 1970's, 1980's and early 1990's. Fourteen of the units have been designated for use by Families Forward's transitional housing program. Approximately 28 acres of the site at Harvard and Barranca are presently vacant, but have been identified for use as an Irvine Unified School District site and a small Irvine park. There are several advantages' for entering into a new agreement, without any' significant disadvantages. Development of the property by Irvine, outside of the process defined by the two cities when the MCAS, Tustin reuse plan was approved, may result in the Navy selling the property directly through a competitive sale and selecting the developer, without input from Irvine or Tustin. The agreement will allow the two cities to cooperate in the redevelopment of this and adjacent base properties. Christine Shingleton Assistant City Manager~'' Mcas Staff Report Irvine-Tustin Redevelopment Coop Agree REDEVELOPMENT COOPERATION AGREEMENT NO. 2 THIS REDEVELOPMENT COOPERATION AGREEMENT NO. 2 (" Agreement ' No. 2 ") is made' and entered into this day of ., 2000 ("Effective Date"), by and among the CITY OF TUSTIN, a general law city ("Tustin"), the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a community redevelopment agency organized and existing pursuant to Health and Safety Code Section 33000 et seq. ("Agency"), and the CITY OF IRVINE, a charter city (-"lrvine"). RECITALS A. in anticipation of the adoption of the MCAS Tustin Redevelopment Plan, the parties herein entered into a certain Redevelopment Cooperation Agreement, dated February 14, 1996, which was subsequently amended on November 13, 1997, by Amendment No.1. The parties anticipate a delay in preparation of the MCAS Tustin Redevelopment Plan and collectively desire to enter into a new redevelopment cooperation agreement, that will supercede in its entirety the Redevelopment Cooperation Agreement, dated February 14, 1996, as amended. B. Marine Corps Air Station Tustin ("MCAS Tustin") was closed on July 2, 1999, and the Department of the Navy is in the process of carrying out the Congressional directive to dispose of the property in accordance with applicable laws and regulations. C. Approximately one thousand five hundred and seven (1507) acres of MCAS Tustin are located within the territorial jurisdictional boundaries of Tustin ("Tustin Portion"), while approximately ninety four (94) acres of MCAS are located within the territorial jurisdictional boundaries of irvine ("lrvine Portion"). The Irvine Portion is contiguous to the Tustin Portion. Tustin has been designated as the lead agency for purposes of planning for civilian reuse at MCAS Tustin. Tustin and Irvine, along with other cities and public agencies,. have been cooperating in an effort to develop a comprehensive reuse plan for MCAS Tustin. _ . D. Agency, Tustin, and Irvine desire to continue to cooperate in planning and implementing a redevelopment plan for MCAS Tustin and have determined that it would be in the public interest for the Agency to act as the redevelopment agency for all of MCAS, Tustin including the Irvine Portion. E. Agency is in the process of preparing a redevelopment plan for MCAS Tustin (the "MCAS Tustin Redevelopment Plan") in accordance with the California Community Redevelopment Law (Health & Safety Code {}33000 et seq.) (the "CRL"). F. The CRL, at Health and Safety Code Section 33213, provides that a community may authorize the redevelopment of area within its territorial limits by another community if such area is contiguous to such other community. G. Irvine adopted Ordinance No. 96-05 on February 27, 1996, in accordance with Health and Safety Code Section 33213, designating Agency as the redevelopment agency for the Irvine Portion and authorizing Agency to undertake redevelopment of such area in accordance with the Redevelopment Cooperation Agreement Revised Redevelopment Cooperation Agreement among Tustin, Agency, and Irvine, dated July 14, 1996, and it is the parties intent that said ordinance 'now apply to this Agreement No. 2. H. Agency, Tustin, and Irvine desire to enter into this Agreement No. 1 pursuant to Health and Safety Code Section 33213, to permit Agency to act as the redevelopment agency within the Irvine Portion, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the promises and covenants hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Recitals Incorporated. The foregoing recitals are incorporated herein and made a part hereof. 2. Previous Aqreements. The Redevelopment Cooperation Agreement dated February 14, 1996 and Amendment No. 1 (Amendment) dated November 13, 1997, are hereby superceded in their entirety by this Agreement No. 2. As this Agreement No. 2 is in all material respects identical to the Redevelopment Cooperation Agreement dated February 14,-1996, it is intended by irvine that Ordinance No. 96-05 of Irvine apply to this Agreement No. 2. ' 3. Conditions to Effectiveness. a. This agreement shall be void and of no force or effect unless, no later than February 28, 2001, Tustin and Irvine have both approved, by ordinance, the proposed MCAS Tustin Redevelopment Plan The City Managers of Tustin and'lrvine and Executive Director of Agency shall have the right, on behalf of their respective entities, to mutually agree by letter agreement signed by all of them, to extend the foregoing deadline date by a period of time not to exceed a cumulative total of one hundred eighty (180) days. b. Either before or, if permitted by applicable law, no later than six months after Tustin and Irvine adopt ordinances approving the Redevelopment Plan, Tustin and Irvine will each proceed with the General Plan amendments covering each City's territory within the MCAS-Tustin Redevelopment Project Area consistent with the respective General Plan Amendments for Tustin and Irvine described in the Final Environmental Impact Statement/Environmental Impact Report for the disposal and reuse of MCAS Tustin. Once General Plan Amendments are adopted, the Tustin and Irvine Planning Commissions shall each report and recommend to their respective City Council as .to the Redevelopment Plan's conformity with each respective City's General Plan. 4. Costs to Prepar~ MCAS Tustin Redevelopment Plan. The parties hereto acknowledge that Agency has commenced preparation of the MCAS Tustin Redevelopment Plan and that Agency will incur certain costs to modify the Redevelopment Plan to include the lrvine' Portion, including modifications to the legal description, boundary map, and preliminary report. Those costs are currently estimated to be $1,595. The parties agree that Irvine shall be responsible for such incremental costs incurred by Agency to include the Irvine Portion in Revised Redevelopment Cooperation Agreement -2- the proposed MCAS Tustin Redevelopment Plan. In addition, the parties agree as follows: (i) Agency sh'all pay ninety-five (95) percent (%) and irvine shall pay five (5) percent (%) of the total costs of preparing the proposed MCAS Tustin Redevelopment Plan, including the preparation of environmental documents, which total costs are currently estimated to be $94,075; (ii) Agency shall pay 95% and Irvine shall pay five (5) percent (%) of the costs for any required change orders necessary in preparing and completing the Redevelopment Plan; (iii) Irvine shall pay for any additional environmental documentation that may be required for the Irvine Portion; (iv) Agency shall pay for any additional environmental documentation that may be required for the Tustin Portion; and (v) Agency shall pay 95% and Irvine shall pay 5% of any additional environmental documentation costs that cannot be equitably apportioned between the Irvine Portion and the Tustin Portion. Tustin shall invoice Irvine for the amounts due, which invoice(s) shall be due and payable within 30 days. 5..MCAS Tustin Redevelopment plan Provisions. The MCAS Tustin Redevelopment Plan shall include provisions consistent with the following concepts: a. Cooperative Effort. The parties shall cooperate in the implementation of the MCAS Tustin Redevelopment Plan. Without limiting the foregoing, the parties acknowledge that portions of the Irvine Portion are only accessible through the Tustin Portion and that the parties intend to cooperate with respect to circulation and other aspects of redevelopment of MCAS. b. Irvine's Retention of Police Powers. irvi.ne shall retain its police powers, including land use authority, over the Irvine Portion, and shall be entitled to exercise its discretionary and ministerial approval authority over public and private development projects proposed to be Undertaken within the irvine Portion, including requiring compliance with Irvine codes and planning, engineering, and public works standards. Irvine agrees that it shall have the duty and responsibility to assure land use compliance with Health and Safety Code Section 33413 in the Irvine Portion. Upon request of Irvine, Agency shall implement Irvine's compliance actions that are within Agency's .authority in this Agreement. Irvine shall' implement compliance actions that are within Irvine's authority in this Agreement. c. Identification of Irvine Portion. The MCAS Tustin Redevelopment Plan .shall separately identify the Tustin Portion and Irvine Portion by legal description so that the County Auditor Controller can identify the funds to be paid to the Agency pursuant to Health and Safety Code Section 33670(b) ("Tax Increment") that are derived from the Tustin Portion ("Tustin Tax Increment") and from the Irvine Portion ("lrvine Tax Increment"). Agency shall maintain a separate account for the Irvine Tax Increment ("lrvine Tax Increment Account"). In the event .the County Auditor Controller fails to separately identify the Irvine Tax Increment, Agency shall make such division after consulting with Irvine to insure that the proper amount of irvine Tax Increment is deposited into the irvine Tax Increment Account. At Irvine's option, Agency shall invest the funds in the Irvine Tax Increment Account in one or more interest-bearing accounts at the direction of Irvine. d. Housing Fund. The parties acknowledge that Agency is required to set aside the percentage of tax increment it receives, as set forth in Health and Safety Code Section 33334.2, in a separate account of the Agency for the purpose of increasing, improving, and preserving the community's supply of Iow and moderate income housing. The parties acknowledge that the current percentage identified in Health and Safety Code Section Rcviscd Rcdcvclopmcnt Cooperation Agreement 33334.2 is twenty percent (20%). The parties further acknowledge that under current law the set aside calculation must be made on "gross tax increments," i.e., the tax increment received before the required statutory pass through payments are made to affected taxing entities pursuant to Health and Safety Code Section 33607.5. Agency shall separately calculate the housing set aside for the Tustin Tax Increment. and the Irvine Tax Increment. Provisions of Health and Safety Code Section 33492.106 allow for a 50% deferral of Housing Fund deposits for up to 10 years for the MCAS Tustin Redevelopment project. Tustin shall have the full authority to elect to defer Housing Funds from the Tustin portion of the project and Irvine shall direct the Agency to either defer or not defer the Irvine portion of the Housing Funds as determined by Irvine. Agency shall establish a separate account, referred to herein as the "lrvine Portion Housing Account," and shall set aside the required percentage bf Irvine Tax increment into the Irvine Portion Housing Account. In accordance with, and to the extent permitted by applicable law, Irvine may use the monies in the Irvine Portion Housing Account outside the Irvine Portion upon Agency adoption of the resolution(s) referenced in Health and Safety Code Section 33334.2(g) or successor statute. Irvine shall expend or encumber funds in the Irvine Portion Housing Account to insure that all excess surplus funds in the Irvine Portion Housing Account are expended within one year from the date the monies become excess surplus. At Irvine's option, Agency shall invest the funds in the Irvine Portion Housing Account in one or more interest-bearing accounts at the direction of Irvine. e. Payment of Statutory Pa§s Through Amounts To Affected Taxing Entities Under Section 33607 5. The parties acknowledge that a portion of the Irvine Tax Increment must be paid to affect taxing entities.pursuant to Health and Safety Code Section 33607.5. Commencing with the first fiscal year in which Agency is required to make such payments to affected .taxing entities, Agency shall be permitted to deduct from the amount deposited into the Irvine Tax Increment Account for such fiscal year the required percentage of tax increment identified in Health and Safety Code Section 33607.5; provided, however, that no such deduction shall occur if the County Auditor-Controller makes such deduction prior to payment of Irvine Tax Ipcrement to the Agency. . f. Treatment of Irvine Under SectiOn 33607.5. Irvine shall not be deemed an "affected taxing entity" under Health and Safety Code Section 33607.5 with respect to the irvine Portion. Rather, irvine shall be deemed the "community" under Health and Safety Code Section 33607.5 with respect to the Irvine Portion. Irvine, therefore, at its annual option, shall be permitted, after required deductions for housing set aside and payments to affected taxing entities, to receive from the Irvine Tax Increment Account, for general fund use, all or a portion of the amount set forth in Health and Safety Code Section 33607.5(b), or successor statute, that would be authorized to be paid to Irvine as the "community" with respect to the Irvine portion based on Irvine's property tax rate. The parties acknowledge that the current percentage set forth in Health and Safety Code Section 33607.5 (b) is twenty-five percent (25%). If Irvine elects in writing to receive all or a portion of the aforementioned percentage amount, Agency, Shall pay to Irvine the amount equal to the percentage elected by Irvine, up to the maximum applicable percentage as may be set forth in Health and Safety Code Section 33607.5 ("General Fund Payment"). Irvine shall be permitted to use the General Fund Payment for any purpose in its sole discretion. Notwithstanding anything in this paragraph to the contrary, it is the current intent of lrvine to devote the General Fund Rcviscd Redevelopment Cooperation Agrccmcnt Payment to directly benefit the Irvine Portion until the Irvine Portion is substantially rehabilitated. g. Control of Irvine Tax Increment Account and Irvine Portion Housinq Account. Agency shall administer the Irvine Tax Increment Account and Irvine Portion Housing Account at the direction of Irvine. Except for deductions or payments authorized by this Agreement and where appropriations have been authorized by Irvine's approval of the Agency's budgets pursuant to Section 5c herein, no funds shall be disbursed from either account without the prior wdtten approval of the Irvine City Manager. On a quarterly basis, Agency shall provide an accounting of the disbursement of funds from both accounts to Irvine's Manager of Fiscal Services and City Manager. Irvine agrees that Agency will have no obligation to commit funds other than the Irvine Tax Increment and Irvine Housing Funds to projects or activities within the Irvine Portion. h. Development Proiect Negotiation and Development Application Review Process. The parties shall cooperate in good faith with respect to public or private development projects, including housing projects that may be proposed for the Irvine Portion, including projects to be funded from the "lrvine Portion Housing Account" (as described below), and also such public or private projects that materially affect the Irvine Portion. With respect to such projects within the Irvine Portion, Agency and Irvine shall each notify the other when a developer or project applicant, or any of the parties hereto, proposes a specific development for the irvine Portion. All planning and design review for such projects in the Irvine Portion shall be controlled by irvlne. The parties acknowledge that the precise arrangements with respect to a particular development application for the Irvine Portion will be dependent on the nature of the development application. However, irvine shall make every effort to complete its review of development applications in the Irvine Portion in a timely manner. In general, the parties contemplate that disposition and development agreements may need to be entered into by and betWeen the Agency, and the developer, and possibly to include Irvine. NotWithstanding the foregoing, no disposition and development agreement or development project in or for the Irvine Portion shall be approved by Agency unless first or concurrently approved by Irvine. Agency shall not unreasonably withhold approval of any proposed development project for the Irvine Portion that has been .approved by !rvine. Agency and Tustin on one hand, and Irvine on the other, shall notify the other when proposing public and/or private projects on a parcel(s), or portion of any parcel(s), that are contiguous to the border betWeen Tustin and Irvine. The party in whose territory the project is proposed shall notify the other party as early in the project planning process as reasonably practicable in order to give such other party an opportunity to provide input on the proposed project. i. Amendments to MCAS Tustin Redevelopment Plan. No amendment to the MCAS Tustin Redevelopment Plan shall be effective unless first approved by ordinances of Tustin and Irvine. If Irvine and the lrvine Redevelopment Agency desires to amend the MCAS Tustin Redevelopment Plan to delete the entire Irvine Portion and to adopt Irvine's own redevelopment project area covering the Irvine Portion,. said proposed amendment shall not adversely impact the MCAS Tustin Redevelopment Plan, its financial terms, legal and statutory obligations and general status under the then-existing CRL or any other applicable law. If an amendment to the MCAS Tustin Redevelopment Plan to delete the entire Irvine Portion is approved by both Tustin and Irvine, this Agreement shall be terminated. If only part of the irvine Portion is deleted, Irvine's obligation to share a percentage of General Reviscd Rcdcv¢lopmcnt CoopcraQon Agrecmcnt -5- Administrative Costs under this Agreement shall be proportionately reduced based on the acreage d~leted from the MCAS Tustin Redevelopment Plan. j. Information on Outside Funding. With respect to the Tustin Portion, Tustin or Agency, as applicable shall notify Irvine, and with respect to the Irvine Portion, Irvine shall notify Agency, of the availability of outside funding sources that each becomes aware of to assist the parties in the redevelopment of the base. 6. Agency General Administrative and Project Costs. a. Apportionment of Aqency's General Administrative Costs. Irvine acknowledges that Agency will incur direct and indirect costs in administering the MCAS Tustin Redevelopment Plan for both the Tustin Portion and Irvine Portion, including administration of the various fund accounts, reimbursements to the County of Orange pursuant to Health and Safety Code Section 33607, preparation of the Agency's annual budget pursuant to Health and Safety Code Section 33606, preparation of the Agency's annual report pursuant to Health and Safety Code Section 33080 and 33080.1, preparation of implementation plans 'pursuant to Health and Safety Code Section 33490, and other administrative documents required by the CRL ("General Administrative Costs"). The parties acknowledge that AgencY's General Administrative Costs with respect to the MCAS Redevelopment Plan are primarily due to the Tustin Portion, but that a percentage of such General Administrative Costs should be apportioned to Irvine in light of the Irvine Portion. The parties agree that' Agency's General Administrative Costs shall be apportioned based on relative acreage of the Tustin Portion and Irvine Portion. Therefore, Agency shall pay ninety-five (95%) of Agency's General Administrative Costs and Irvine shall pay five percent (5%) of Agency's General Administrative Costs. b. Apportionment of Aqency's Proiect Costs. All Agency direct and indirect project costs incurred to plan and implement projects in the Irvine Portion, including Iow and moderate income housing projects shall be borne solely by Irvine Tax Increment. In addition to any site-specific costs, the parties acknowledge that fair share contributions by Irvine and Tustin towards the design and construction of public backbone infrastructure and certain environmental mitigation costs may be a condition of approval for development applications within the Irvine Portion and Tustin Portion. The parties agree that lrvine Tax Increment may be used for such obligations within the Irvine Portion and Tustin Tax Increment may be used for such obligations within the Tustin portion. All Agency direct and indirect project costs incurred to plan and implement projects in' the Tustin Portion, including Iow and moderate income housing projects, shall be borne solely by Agency or Tustin Tax Increment. c. Budget Approval. Not later than sixty (60) days prior to the commencement of each fiscal year during which the MCAS Tustin Redevelopment Plan is effective as to the Irvine Portion, Agency shall prepare and deliver to Irvine proposed line item budgets for General Administrative Costs, and Project Costs for the Irvine Portion to be incurred by Agency for the ensuing fiscal year ("Annual Budgets"). Prior to adoption by Agency of the budgets for the Irvine Portion, Irvine shall review and approve the proposed budgets, or such budgets as may be revised after consultation with Agency. Any mid year modifications or appropriations not originally budgeted for the Irvine Portion shall be reviewed and approved by Irvine prior to their adoption by Agency. Revised Rcdcvclopmcn! Cooperation Agrccmcnt d. Appropriations and Disbursements. Budget approval by Irvine shall constitute ~he authority for Agency to appropriate funds in accordance with the Irvine Portion of the budgets and to deduct such appropriations from time to time from the Irvine Tax Increment Account and the Irvine Housing Account, whichever is applicable. General Administrative and Project Costs will be incurred by Agency, in accordance With approved Annual Budgets and shall be reflected as expenses on a quarterly basis in a disbursement report. Agency shall provide evidence of the deductions from the Irvine Tax Increment Account and Irvine Housing Account in the quarterly disbursement report, which shall be provided to Irvine's Manager of-Fiscal Services and City Manager. If either the Irvine Tax Increment Account or Irvine Portion Housing Account is insufficient to cover such approved appropriations, Irvine shall pay the amounts due from the Irvine General Fund within 30 days of an invoice from Agency 7. Termination of Aqreement. Except as provided in Section 5i. herein, this Agreement shall terminate as of the expiration of the MCAS Tustin Redevelopment Plan and the fulfillment of all obligations hereunder which may extend beyond such expiration date. 8. Binding Agreement. Each of the parties hereto acknowledge that the obligations described herein shall survive beyond the terms of present City Council members or Agency board members, and that this Agreement will bind Tustin, Agency, and Irvine and their respective future City Councils and Agency Boards to the obligations set forth herein. 9. Further Assurances. Each of the' parties hereto agrees to do all things in a timely manner that are reasonably necessary or convenient to carry out the intent of the parties described in this Agreement, whether or not expressly prescribed herein, and no consent, agreement, approval, concurrence, decision, determination, or action shall be unreasonably withheld by any party except as to those matters to which a party is herein granted sole discretion. 10. Mutual Indemnification and Irvine Covenant. a. Irvine shall defend, indemnify, and hold Agency harmless, from any action or proceeding, claims, liabilities, or penalties arising out of performance or nonperformance by Irvine under this Agreement. Irvine assumes all responsibility under the CRL for spending or encumbering funds in the Irvine Portion Housing Account in accordance with the CRL. Irvine covenants with Agency that it shall take all necessary action to insure that during the term of this Agreement, Irvine shall direct Agency to expend or encumber excess surplus funds in the Irvine Portion Housing Account so as to avoid the sanctions of Health and Safety Code Section 33334.12. If Irvine's actions or inactions threaten to create a condition that could subject the Agency to sanctions under Health and'Safety Code Section 33334.12, the Agency shall notify irvine in writing to immediately correct such conditions. If Agency so notifies Irvine, Irvine shall immediately take corrective measures to cure the condition, irvine's obligation to avoid or cure a condition permitting sanctions under Health and Safety Code Section 33334.12, which condition is under Irvine's control, shall be enforceable by Agency in an action for specific performance or writ of mandate; provided, however, no such action or writ of mandate shall be sought by Agency before Agency has notified Irvine and Irvine has been given a reasonable opportunity to correct such condition. Revised Redevelopment Cooperation Agrccmcnt b. Agency shall defend, indemnify and hold irvine harmless, from any action or proceeding, claims, liabilities or penalties arising out of performance or nonperformance by Agency under this Agreement. Agency assumes all responsibility under the CRL for spending or encumbering funds from the Tustin Portion in the Agency's Low and Moderate Income Housing Fund in accordance with the CRL. Agency covenants with lrvine that it shall take all necessary action to insure that during the term of this Agreement, Agency shall expend or. encumber excess surplus funds in the Agency's Low and Moderate Income Housing Fund so as to avoid the sanctions of Health and Safety Code Section 33334.12. If Agency's actions or inactions threaten to create a condition that could subject Irvine to sanctions under Health and Safety Code Section 33334.12, Agency shall immediately take corrective measures to cure the condition. Agency's obligation to avoid or cure a condition permitting sanctions under Health and Safety Code Section 33334.12, which condition is under Agency's control, shall be enforceable by Irvine in an action for specific performance or writ of mandate; provided, however, no such action or writ of mandate shall be sought by Irvine before Irvine has notified Agency and Agency has been given a reasonable opportunity, to correct such cOndition. 11. Notices. All notices required hereunder or by law shall be delivered by Tustin, Agency, and Irvine by (i) United States mail, prepaid, certified, or (ii) by personal delivery, or (iii) by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices sent by mail shall be deemed effective upon the earlier of (i) receipt, or (ii) 5:00 p.m. on the second business day following dispatch. Notices shall be sent to the addresses indicated bellow (a change in the follOwing addresses may be made by following the terms of this Section): If to Tustin or Agency: Tustin Community Redevelopment Agency City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: Executive Director/Assistant City Manager If to Irvine: City of Irvine One Civic Center Plaza P.O. Box 19575 Irvine, CA 92713-9575 Attn: City Manager 12. Litigation Matters. The Municipal and Superior Courts of the State of California in and for the County of Orange shall have exclusive jurisdiction of any litigation between the parties arising out of or connected to this Agreement. This Agreement shall be governed by and construed under the laws of the State of California. The exclusive remedies under this Agreement shall be specific performance or writ of mandate. 13. Informal Dispute Resolution. Notwithstanding anything in this Agreement to the contrary, in the event of any dispute between the parties hereto concerning the subject matter Revised Redevelopment Cooperation Agreement of this Agreement, designated representatives of the parties, prior to taking any action which is the subject of dispute and prior to pursuing any other remedy at law or equity, shall meet at least once and confer in good faith in an attempt to resolve, such dispute.. Any time period for taking any action that is the subject of a dispute and any actions contingent on resolution of such dispute shall be extended by the period of time during which the parties'are conferring in good faith to resolve such dispute. If such dispute is not resolved to the parties' resPective satisfaction, One or more of the parties shall notify the other parties that the period of good faith consultation has ended. 14. Nonliability of Agency and City Officials. No 'official, officer, employee, agent, or representative of Tustin, Agency, or Irvine shall be persOnally liable in the event of any default or breach by said party, or for any amount which may become due hereunder, or for breach of any obligation of the terms of this Agreement. 15. Interpretation: Severability. The terms of this Agreement shall not be construed for or against any party hereto by reason of authorship of this Agreement. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force unless the portion struck shall be material to the intent and objectives of the parties. 16. No Assignment. This Agreement may not be transferred, assigned; or encumbered by any party hereto without the express, Drior, written consent of the other party's hereto, which consent may be given or withheld in said consenting party's sole and absolute discretion. 17. Entire Agreement; Amendment. This Agreement is the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be amended by an instrument in writing approved and signed by all the parties hereto. 18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. .. 19. Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not Violate any provision of any other agreement to which said party is bound. 20. Effective Date. The effective date of this revised agreement shall be the latest of the dates set next to the signatures of the parties hereto, which date shall be inserted into the preamble of the agreement. [end - signature pages follow] Rcviscd Rcdcvclopmcnt Cooperation Agreement -~- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date. · "Agency" TUSTIN COMMUNITY AGENCY . REDEVELOPMENT Dated: By: Tracy Wills Worley, Chair ATTEST: Agency Secretary APPROVED AS TO FORM.: Lois Jeffrey Agency Counsel CITY OF TUSTIN Dated: By: Tracy Wills Worley, Mayor ATTEST: City Clerk APPROVED AS TO FORM: Lois Jeffrey City Attorney Rcviscd Redevelopment Cooperation Agrccmcnt Dated: CITY OF IRVINE Christina Shea, Mayor ATTEST: APPi~/~/~~/~ED AS TO F RM: Joel ~.q~'b"pe rl~efg , Ci~/~ttorney [end of signatures] Revised Redevelopment Cooperation Agrccmcnt