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HomeMy WebLinkAbout16 JTA AMEND 1 - TSIA 06-01-98NO. 16 6-1-98 DATE' JUNE 1, 1998 Inter-Com TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER COMMUNITY DEVELOPMENT DEPARTMENT AMENDMENT-1 TO THE JOINT POWERS AGREEMENT, TRANSPORTATION SYSTEMS IMPROVEMENT AUTHORITY SUMMARY: The Amendment to the Jobtt Exercise of Powers Agreentent will revise section 091 of the agreement to htcrease the minimum building valuation for applicability of the Transportation Systems Improventent Areas (TSIA) development fees from $20,000 to $30,000. Applicant: City of Tustin, Community Developtnent Departntent RECOMMENDATION That the City Council approve Amendment-1 to the Joint Exercise of Powers Agreement between the City of Tustin and the City of Santa Ana. DISCUSSION On November 6, 1989, the cities of Santa Ana and Tustin entered into an agreement to establish a joint power authority. The Transportation System Improvement Authority (TSIA) Board has determined that with the inflating construction cost within the region the minimum valuation threshold for payment of the TSIP (Transportation Systems Improvement Plan) fees should be re- examined. As directed by the TSIA Board, the staff of both cities studied the Construction Cost Index (CCI) of the area from 1982 (the year the Santa Ana City Council approved transportation impact fees) to 1997, and are jointly recommending an amendment to increase the base valuation of the TSIP fees from $20,000 to $30,000. Minoo Ashabi Assistant Planner Community Development Director Attachment: Amendment-1 of the Joint Exercise of Powers Agreement (J-EPA) Attachment-2, the original agreement (JEPA) AMENDMENT NO. 1 TO THE JOINT POWER AGREEMENT (TSIA) This amendment'No. 1 to the Joint Exercise of Powers Agreement between the City of Santa Ana and the City of Tustin creating the Tustin-Santa Ana Transportation Improvement Authority, dated November 6, 1989, ("the agreement") is made and entered into by and between the City of Tustin ("Tustin") and the City of Santa Ana ("Santa Ana"). o . o o RECITALS On November 6, 1989, Santa Ana and Tustin entered into the Agreement. Section 7 of the Agreement permits amendment by mutual consent of both parties, approved by a majority vote of the respective City Councils. It has been determined by the Governing Board of the Authority that the threshold for the Transportation System Improvement Program ("TSIP") fees should be increased to apply to projects of greater valuation that could significantly impact the transportation system in the TSIP areas; The staff of Santa Ana and Tustin are jointly recommending an amendment to the TSIP valuation threshold, based on the Construction Cost Index (CCI) between 1982 and 1997. The CCI has increased 47 percent, which would increase the base valuation from $20,000 to $30,000 for development projects within the TSIP areas. NOW, THEREFORE, based on the above recitals and the mutual promises and covenants herein, the parties agree as follows: AGREEMENT , Section 3(f)(1) of the Agreement is hereby amended to read as follows: (1) "Construction or improvement projects not exceeding.~.,~,,.,..,e'm at~a $30,000 in cost. Except as amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. Amendment to the Joint, Page 2 er Agreement D,I WITNESS WHEREOF, the cities of Tustin and Santa Ana have by action of their City Council authorized this amendment to be executed for and on behalf of both cities. City of Tustin City of Santa Ana Mayor Mayor Date: Date: Pamela Stoker, City Clerk Jan Guy, City Clerk APPROVED AS TO FORM: Lois E. Jeffrey, City Attorney Santa Ana City Attorney Ma:tsipagr.doc JOINT EX~RCISE OF POWERS AGREEMEN- BETWEEN THE CIT% ' SANTA ANA AND THE CIT ~ TUSTIN CREATING ._...~ TUSTIN - SANTA ANA TRA'~sPORTATION SYSTEM IMPROVEMENT AUTHORITY THIS AGREEMENT, dated for convenience as of f'10v. 6, 1989 ' · 1s made and entered' into by and between the CITY OF SANTA ANA · (hereinafter referred to as "Santa Ana") and the CITY OF TUSTIN (hereinafter referred to as "Tustin"), municipal corporations of the State of California. Recitals- W-I-T-N-E-S-S-E-T-H A. The areas designated as A. and B in 'Exhibit A, attached heret.o and incorporated herein by reference are comprised partly · of territory of Santa A'h'a ahd partly of territory of Tustin. · · Said areas are designated "Transportation System Improvement Program" ("TSIP") areas and are hereinafter referred to as TSIP Area A and TSIP Area B, or collectively-as the TSIP..Areas. Due to development within said TSIP Areas, they are in need of major transportation system improvements. B. Santa Ana and Tustin are each empowered by law to expend public moneys on such transportation system improvements as they determine to be appropriate. C. Santa Ana and Tustin are of the opinion. that the .TSIP Areas require a comprehensive program for areaw~'de transportation system improvements, including their joint participation in the establishment of priorities and in the funding of improvements. D. Santa Ana and Tustin propose to impose or increase fees on developments occurring within their respective portions of the. TSIP Areas, the revenues from which are to be use~ solely for ATTACHMENT- 2 areawide transpo .... ation system improve~..ents within each respective TSIP area. E. santa Aha and Tustin do now desire to establish a joint powers agency to establish and maintain a transportation system improvement program 'for the TSIP Areas to identify needed transportation system improvements and their appropriate · priority, determine appropriate development fees, and control the expenditure of development fees for areawide transportation system improvements which benefit the TSIP Areas. WHEREFORE, the parties hereto do. hereby agree as follows- 1. purpose .. This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7,. Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter ~ · · . called "Act") relating to the 3oint exercise 'of powers by public agencies. Santa Ana and Tustin each possess the powers referred · to in the recitals hereof: ~he purpose of this Agreement is to exercise such powers by 3ointly developing and maintaining a program for transportation system improvements in each TSIP Area, for determining appropriate developer fees, and controlling the expenditure of development fee revenues for areawide transportation improvements which Benefit the respective TSIP · · Area. The foreg6ing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. 2. Transportation System Improvement Authority A. Creation of Authority Pursuant to Sections·6506 and 6507 of the Act, there is 'hereby created a , lic entity to be known the "Tustin - Santa Ana Transportation- System Improvement Authority" (hereinafter called the unnorlty ). Said Authority shall be a public entity separate and apart from the parties hereto. Its debts, liabilities and obligations Shall not constitute debts, liabilities or obligations of the parties hereto. The Authority shall have the power in its own name to do any of the following: · (1) To exercise jointly the common powers of the City of Tustin and City of Santa Ana in studying and planning ways and means to provide for the planning and financing of areawide circulation improvements, recommending imposition of development fees and prescribing the'payment and expenditure of such development fees revenues. (2) To make and enter into consultant agreements in order .to obtain the services of professional consultants to assist the Authority in its exercise of powers of the Authority. (3) TO appoint agen_t_.s. (4) To incur debts, liabilities, or obligations subject to limitations herein set forth. (5) To receive gift~, contributions and donations of property, fUnds, services and other forms of financial assistance from persons, firms, corporations and governmental entities. (6) To sue and be sued in its own name. (7) To apply 'for an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs. (8) To adopt rule~, regulations, policies, by-laws and procedures governing the operation of the Authority. (9) To ~he extent not herein specifically provided for, to exercise any powers in the manner and .accordin~ to the methods provided under applicable laws. B. Governing Board The Authority shall be administered by a governing board of four (4) ~ting members. The city ~uncils of Santa Ana and Tustin shall each select, from among their members, two - (2) voting members to serve on the governing board of the Authority. The Mayor and Vice-Mayor Pro Tem of a party hereto shall be deemed to be selected by the city council of such party unless such city council makes a different selection. The city council of each party hereto shall also select one or more alternates from among their respective members, who may serve as Voting members of the authority in the absence of the primary members. Each voting member of the governing board of the authority shall serve at the pleasure of the City council which selected such member. The voting members may select a fifth (5th) member 'to serve~ on the Board of Directors.. The fifth voting member may be r~moved at any time by a majority vote of the ot~er voting members. The parties agree to instruct and direct their respective representatives to vote and take other appropriate actions to carry out the intent and purposes of this agreement. The City Manager, or his or her designated representative, of each party~ shall be an ex officio non-voting member of the Authority. He or she shall be entitled to participate in the deliberations of the governiqg board of ~he Authority to the same extent as .the voting members of that board but shall not be entitled to make, second or vote on motions. C. Meetings of the Governing Board (1) Regular Meeting~ The governing board of the Authority shall provide for the date, time and place of its regular meetings; provided, it ~hall hold at least one regular meeting iD ~ach three (3) month (quarterly) peri~ .of each calendar year.' "The date, time and place of regular meetings shall be fixed by resolution of the governing board and a copy of such resolution shall be filed with each party hereto. Until such time as the date, time and place of regular meetings is otherwise established by the governing board, regular meetings shall be held at the City Hall of the host city (as hereinafter defined) on the 4th Thursday of the months of January, Apri%, July and October at 4'00 p.m. The first meeting of the governing board shall be held on the date listed above which first occurs following the effective date of this Agreement. (2) Ralph M. Brown Act Ail 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 C6de.) ( 3 ) Minutes The Secretary bY the Authority shall cause to be kept minutes of the meetings of the governing board, and shall, after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board. (4) Quorum and Vote Requirements Three (3) voting members shall be required to be present at the meeting to conduct any business or take any action. Each city shall use best efforts and exercise good faith to send two (2) voting members to every meeting. Less than a 5 quorum may adjourn. ,rom time to time. No n. ion shall be deemed carried unless it receives the affirmative vote of at least three (3) voting members. D. Officers (1) "Host City" Defined Each party hereto shall be the "host city" under this Agreement in alternating calendar years. Tustin shall be the host city until the end of the 1990 calendar year. ( 2 ) Chairperson Unless otherwise provided by the governing board, the Mayor of the host city shall be. chairperson of the governing board. The Chairperson of the governing .board shall preside at · its meetings and shall perform such other duties as are specified by the governing board. · (3) Vice Chairperson Unless. otherwise provided by the 9overning board, the · Mayor of the non-host city shall be Vice Chairperson of the governing board. (4) Secretary The Secretary of the Authority shall be designated by the City Manager 6f 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 9overning board and shall perform such other duties as are specified by the governing board. Upon the conclusion Of each' calendar year, the ~ecretary for the past calendar year shall transfer all documents in-his or her custody pertaining to the business of the Authority to the · Secretary for the ~...~t calendar year. (5) Tr~.odrer The Treasurer of the Authority shall be the chief financial officer of Santa Aha. The Treasurer shall be the depository and have custody of all the money of the Authority, from whatever source. The Treasurer shall also be the auditor- controller of the Authority. .. ~ The Treasurer shall- (a) Receive and receipt for all money of the Authority and place it in the treasury of Santa Ana to the credit of the Authority.' (b) Be responsible upOn his or her official bond for the safekeeping and disbursement of all Authority money so' held by him or her. .(c) Pay sums due from the Authority from Authority' money as approved'by the governing body. . . (d) Verify and report in writing on the first day of July, October, January and April of each year to the Authority and to each party hereto the amount of money he or she holds for the Authority, the amount of receipts since his or her last report, and the amount paid out since his last report. (e) Cause an annual audit of the accounts and records of the Authority t© be made (except that audits may be made on the basis of a two-year period if unanimously approved by the governing board). The minimum requirements of the audit shall be those prescribed by the ~tate Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. · Disposi_ tn of Transportation ~mprovement Development Fees (a) As used herein, "development fee" means a fee imposed and paid · to the Authority on any development (as hereinafter defined) occurring within TSIP Areas A or B, the expenditure of such fee revenues being limited to areawide transportation syste~ improvements benefiting such TSIP Area. until such time as the parties hereto change their development fee to the levels to be-recommended by the Authority pursuant to section 4C of this Agreement, each party shall adopt and maintain ordinances and/or resolutions imposing development fees as follows- In Santa Ana, the minimum fee for TSIP Area A shall be .. $4.52 per square foot of gross floor area for any development, · . and the minimum fee for TSIP Area B shall be 2% of the cost of · construction for any development. In Tustin the minimum fee for Area A shall be 2% of the cost of construction for any development and the minimum fee for Area B shall be an amount per square foot of gross floor area for any development, which amount shall be $2.60 for commercial/office development, $1.80 for "R & D" development, and $1 00 for industrial development. The parties hereto agree to have ordinances and/or resolutions conforming to the foregoing in place by January 1, 1990. At Such time as the parties hereto receive recommende~ fee levels from the 'Authority pursuant to section 4C of .this Agreement, each party shall adopt or amend its ordinances and/or resolutions to . impose development fees in accordance with such recommendation, except that a party shall not be obligated to adopt a fee , recommended by the Authority if it determines in good faith that the fee recommended by the Authority is w~' ~ly unreasonable and · not reasonably ca~. ulated to impose developer's fees commensurate with the proportionate contribution which should be required of each development or class of development for areawide traffic impacts in its TSIP Area based on (a) transportation system improvements required to mitigate traffic impacts of all ultimate developments within each TSIP Area and the cost thereof, and (b) the. proportion of contribution toward the total areawide'traffic impacts of particular dovolol~mo~ts or cla:;~.;~; ¢)l.' dovolo[)mez~t, t~ which case the party making such determination shall submit its reasons for such a determination to the Authority and the , Authority shall review its recommendation in light of such reasons and revise or reaffirm its recommendation. ~-:othing ..herein shall be construed to limit either party from amending any development fe~ ordinance and/or resolution t° clarify its terms or bring it into compliance with apDlicable law. '(b) .Except as otherwise provided by subsection (7) of · this section, from and after the 'date of execution of this Agreement, any and all development fee revenues collected bY either party hereto on account of any development (as hereinafter defined) located within the 'TSIP areas shall be Authority money from the time of i·ts collection and shall be transmitted by the collecting party to the Treasurer for deposit to the credit of the Authority. (c) The Treasurer of the Authority shall maintain such fee revenues in TSIP Area A and TSIP Area B accounts separate and apart from all other moneys in his or her custody. Such moneys --.-- may be invested.-~.-~, the same manner and ~b3ect to the same limitations as mu~,~lcipal funds in the cus~ody of the Treasurer. Any and all interest accruing on such development fee revenues shall belong to the Authority and shall be treated in the same manner as development fee revenues· · (d) .. Either party hereto, or 'both parties acting pursuant to mutual agreement, may transfer other or additional city revenues to the Authority to be treated in the same manner as development fee revenues. (e) No part of Authority revenues shall be used for administrative or overh'ead costs, except as approved by th.e Authority. (f) As used herein, "development" means any · construction or improvement project which will result in a new building or structure, or increase in floor area of an. existing building or' structure, exclusive of the following- (1) Construction or improvement projects not exceeding'S20,000 in cost. (2) Off-street parking facilities · · (3) Any construction or improvement project as to which a development fee may not lawfully be imposed under State law. (4) Single-family residences and structures accessory thereto. ... (g) At any time one of the parties to this Agreement collects a development fee from a development project within its jurisdiction and within one of the TSIP A~eas (the "collecting city") pursuant to recommendation of the Authority pursuant to 10 the provisions of 'tion 4C' · . .~ (i) 'If, at such time, the other party to this Agreement ({he "other City") does not have in effect development fee ordinances and/or resolutions which would resul~ in a .development fee being imposed on such a development project had it occurred in the other city's jurisdiction, then the fees collected by the collecting City from such development project shall belong to the collecting, city and not to the Authority. (ii) If, at such time, the other city does have development fee ordinances and/or resolutions applicable to that TSIP Area in effect, but the amount of the development fee revenues that would have'been collected by th~ other city from such development project, had it occurred, in the other city's portion of that TSIP Area, would have been less than the development fees collected from such development project by the collecting city, then only that portion of the development fees collected from such development' project by the collecting city · which is equal in amount to the fees that would have been. collected by the other city shall belong to the Authority, and the balance'shall belong to the collecting city. (h) In the event and to the extent that either party to this Agreement grants a developer any special exemption from or limitation on the payment of'development fees, such party shall pay the Authority the amount of money that the Authority would have received but fOr such exemption or limitation; provided, however this obligation shall not apply to exemptions or limitations existing by reason of development agreements 11 executed prior to ~ptember 1, 1989 and l~is~ed in Exhibit B, attached hereto mr to exemptions or limi~_cions for development of automobile dealerships in the Santa Aha Auto Mall bounded by Edinger, Ritchey, State Route 55 and the Santa Fe Railway right- of-way. (i) Neither Party to this Agreement shall allow a developer to off-set against its development fee obligation the cost of public improvements constructed by such developer unless the Authority approves such off-set or'unless such off-set conforms to such'rules as the Authority may approve with regard to off-sets generally. Any off-set allowed in violation of this subsection shall be' deemed a special exemption or reduction subject to subsection (h) of this section. 4. Powers ao A_p_prov. al of Transportation _Improvement Projects The governing board may authorize transfer of Authority money to either party-here'to t6 pay for the cost, or part thereof, of any transportation system improvement project approved by the governing body in accordance with this section. Any project whiCh, in the opinion of the governing body, will improve the areawide circulation of vehicular traffic into, through, or out of'one of the TSIP Areas, or which mitigates the. areawide adverse effects of vehicular traffic or parking caused by new developments located within one of the TSIP Areas, shall be deemed' eligible for approval by the governing board with regard to development fee revenues derived from such TSIP Area (hereinafter referred to as "Eligible Projects"). The Authority, 12 however, shall no~ have authority to co -ac% directly for construction of Eligible Projects. In the selection of Eligible · Projects consideration shall be given to improvements of areawide impact identified, as cumulative mitigation measures in environmental impact reports prepared for approved development projects. Upon its determination that immediate construction of a certain areawide traffic improvement is necessary or desirable, either party may cause the traffic improvement.project to be constructed by the party or by a developer.and if the Authority determines that such areawide traffic improvement project qualifies as an Eiigible Project under the Transportation System Improvement Program the' Authority may authorize full or partial reimbursement by the Authority for the cost of such traffic improvement. B. preparation of Transportation System Improvement Proqram · The governing board shall develop, maintain, and from time to-time, revise a program for Eligible .Projects for each of the TSIP Areas, setting forth their relative priorities, target dates for commencement and completion of construction, estimated costs, and proposed sources of funding. The program shall serve as a guide to the governing board in the exercise of its discretion to approve Eligib'le Projects for ., expenditure of Authority money. In order to determine and establish a Transportation Sys{em Improvement Program for each TSIP Area, the parties agree to participate in having a comprehensive traffic study prepared for 13 · each TSIP Area. '~e purpose of each traf study shall be' 1) to identify all anticipated development projects proposed within each TSIP Area, within either Tustin or Santa Ana; 2) to estimate the timing of such developments; 3) to develop mitigation measures and a list of areawide transportation improvements to reduce potential impacts to 'Tustin and Santa Ana as a result of traffic generated by these developments; and 4) to identify the necessary financing and implementation program(s), including recommendations for imposition of development fees based on traffic generated within a TSIP ~rea ~nd necessary to pay for the estimated costs of constructing areawide transportation · improvements and to reimburse developers and the parties for the .. actual costs of previously constructed areawide improvements determined to be eligible projects. · The parties agree that a consultant's report entitled "Traffic Impact Study for Xerox Centre", dated~ July 11, 1989, revised September 12, '1988 prepared by DKS Associates, and amended per final comment~ and responses to the draft EIR for the Xerox Centre Project adopted as part of t'he final EIR for that Pr°3ect shall serve as a preliminary working basis for development of an expanded traffic study for TSIP Area "A". The parties agree to each contribute fifty percent (50%) of the cost of each such traffic study and they shall mutually decide on the selection of the consultant to prepare each traffic study. Each study shall be completed within a time period agreed to by the parties and every effort shall be made to complete each study withi~ 180 days from the execution of this Agreement by both parties. · 14 C. Fee Rec ~endations ~. · Based upon its programs for areawide transportation system improvements for each of the TSIP Areas and upon anticipated future development within each of the TSIP Areas, the Authority shall make recommendations for appropriate development fee levels for each of the TSIP A-~'ea~ to ~he Santa Ana and Tustin city councils, which each agrees to adopt. The development fee program adopted by each party shall include provisions recommended by the Aut'hority to ensure automatic adjustments upward in the fee schedule to reflect the California Construction Price Index. All fees shall be paid prior to or at the time of issuance of a building permit for a project. D. If either party determines that the construction of certain areawide traffic improvement projects i~ ·necessary or desirable as a prerequisite for a development Within its Jurisdiction, it may require the construction, or payment to that . City for the construction, of said improvements. The · determi~ation as to whether said traffic improvement projects will be eligible for reimbursement shall be determined by the Authority pursuant to the Transportation System Improvement Program and recommended initial fee program. E. Upon its determination that immediate construction of a certain traffic improvement is necessary or desirable, either party may cause the traffic improvement project to be constructed by the party or by a developer and if and at such time such , traffic improvement project qualifi'~s as an eligible project under the Transportation System Improvement Program the party or 15 developer may be ,itled to full or partia /,'eimburs~ment by the Aut'hority for the cost of such traffic improvement. F. Based upon its adopted programs for transportation system improvements for each of the TSIP Areas and upon anticipated futurs development within each of the TSIP Areas, the Authority shall annually review and establish appropriate development fee levels for each of the TSIP Areas and shall request modifications to the fee. program which each party agrees it will adopt. G. Neither party to this Agreement shall allow a developer to off-set against its development fee obligations the cost of public improvements constructed by such developer unless the Authority approves such off-set or unless such off-set conforms to such rules as the Authority may approve with ~egard to off- sets generally. Any' off'set allowed in violation of this subsection shall be deemed a special exemption or reduction .sub3ect to subsection (h) of Section 3 above. · H. Consultant Agreements The governing board may approve contracts on behalf of the Authority to obtain the services of professional consultants to assist the Authority in the exercise of the abovesaid powers. Payments pursuant to any such contract shall be an authorized expenditure of Authority money.. Alternatively, the governing .board ~may authorize transfer ..of Authority money to either party hereto to pay for the cost of such Consultant Agreements. I. Bonds and Notes The .Authority shall also have the power to issue, sell and deliver, in accordance with the provisions of the Act, (i) bonds 16 to provide funds -'~ the acquisition, cons% tion and financing of one or more traffic improvement projects; (ii) refunding bonds . for the purpose of redeeming or retiring any bonds issued by the authority and any other indebtedness incurred 'by the Authority; · · and (iii) notes for the purPose of providing temporary financing of the costs of construction or acquisition of traffic improvement projects. The terms and conditions of the issuance of 9ny such bonds, or notes shall be set forth in a resolution, indenture or other instrument, shall include such security provisions and shall specify such source or sources of payment, as in accordance with the law and as shall be determined by the governing board. Se 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 h~reinabove. 5' Exchange of Information On Development Projects Each party to this Agreement shall keep the other party and the Authority informed of development projects located within~ its portion of each of the TSIP Areas or located in such areas in the vicinity of the TSIP Areas as to which the other party may request such information. Such' information shall extend to and include proposals for development or redevelopment 'of any site, whether such proposal is being processed through city or redevelopment agency procedures. The primary focus of the information provided shall be the size, scope, and type of the · ,~ 17 develoDment as assary to project it ossible vehicular traffic generation. However, any information'requested from the par~y 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 p'arty's position in the negotiation of contracts with third parties or with regard to litigation against third parties need not be disclosed. However, if it is necessary for the Authority to assess traffic and parking impacts of any such development, all parties are e~titled to be provided an estimate of traffic and parking impacts from any such · developments in order ~o 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 proj. ects, including regular meetings between appropriate staff members of both parties and regular ~eports to the governing body. 6. ResOlution of Future Dispute , _ During the term of this Agreement, each party agrees to act in good faith to amicably and expeditiously resolve any dispute with the other party, or the members of the city council of the other party, or any officers of the other party, or a redevelopment agency of the other party or the members or officers thereof, involving the approval of any contraCt, permit, license or entitlement of use for any development project or development plan or regulation located within the territorial jurisdiction of such other party. 18 As used hereiI. "development plan or repuiation" includes a general or specific plan or element thereof, a redevelopment plan, a zo'ning ordinance or regulation, or any amendment thereto. 7. Term This Agreement shall become effective as of the date hereof and shall continue in full force and effect until January 1, 2010, unless sooner terminated as hereinafter provided. This Agreement may be amended or rescinded at any time by mutual consent of the parties, approved by majorit~ vote of their respective city councils. Any amendment to this Agreement shall be in writing. This Agreement may be terminated by a party for substantial breach hereof by the other party, provided that the nonbreaching party serves the breaching party with written notice of intent to terminate, approved by the city council of the nonbreaching party and stating the facts which constitute the breach. The breaching · party shall have a reasonable period, not less than thirty (30) days, in which to cure the breach. If, upon expiration of such period, the breach has not been cured, the nonbreaching party may terminate this Agreement by service of written notice of termination, approved by majority vote of its city council. Upon service of such notice of termination, the rights and obligations of the parties hereunder shall be of no further fokce and effect. · Upon termination of this Agreement any surplus 'Agency money shall be returned to the'parties hereto in proportion to the contributions made by each party over the term of the Ag.reement. III .... 8. Notice, Notices hereunder shall be sufficient if personally. delivered or sent by U.S. Mail, postage prepaid, addressed to the City Manager of the receiving party at the street address of the City Hall of the ~eceiving party · . 9. Attorneys' Fee~ If any action or proceeding at law or in equity is filed by either party to enforce or construe any of the provisions of this agreement, the prevailing pa~ty shall be entitled to an award of reasonable attorneys' fees. 10. The Xerox Centre Project Reference is hereby made to that ce=rain proposed development project located ~etween First and Fourth Streets on the east side of the Santa Aha Freeway in Santa Aha, to be developed by Birtcher-Xerox Partners ("Xerox Centre"). The parties to.this Agreement hereby agree that Santa Aha may allow the Xerox Centre developer to set off against · Developer's development fee obligation, costs incurred by such developer or. contributions made to Santa Ana by such developer for the extension of Cabrillo Park Drive between First and Fourth Streets and the improvement of the intersection of First Street · and Grand Avenue. It is further agreed that in the event Santa Aha allows any limitation on Developer's development fee obligatiOn other than such set'off rights, Santa Ana shall pay the Authority such amount as the Authority would have received in the absence of such special limitation. · · · 11. First and Fourth Street Projects It ~is agreed that the design and engineering work of the 20 traffic improvem projects of const~ tion of- ( a ) an additional westbound lane on First Street from Tustin Avenue to the midpoint between the easoterly edge of the presently existing right-of-way of SR-55 and Yorba Street to Tustin Avenue and (b) construction of an additional westbound lane on Irvine Blvd. from °Yorba Street to the northbound on-ramp of SR-55 shall be paid for by the Authority and the construction of these projects shall be accorded the highest priority. 12. Severabilit¥ If any section, subsection, sentence, clause or phrase of this Agreement, or the application hereof to the Authority or to' either party hereto or to any other person or circumstance, is · for any reason held invalid by a court of law it shall be deemed severable and the validity of the remainder of this Agreement or of the application of such provision to any other person or circumstance, shall not be affected thereby. IN WITNESS WHEREOF, ,the parties hereto have executed this -Agreement the date and year first above written. ATTEST- CITY OF SANTA ANA Janice C. Guy Clerk of the Council APPROVED AS TO FORM- Daniel H. Young Mayor APPROVED AS TO CONTENT: Edward J. Cooper CitY Attorney /// David N. Ream City Manager (Signatures Continued'on Page 22) 21 ATTEST: Mary E. ~nn Clerk of~dhe Coth~cil CITY OF TUSTIN su a E. Kennedy Mayor Jam~G~5~ City Attorney APPROVED AS TO CONTENT: City Manager JGR: rr' R': ~i/3/89( 1788f ) 22 SANTA ANA/.-I'~, STIN JOINT WIS N/S FAIRHAVEN W/S MILLWOOD " I N/.S 19TH ~..~~.__ cc · · · N/S (.o ~rl-'i~ SEVENTEENTH N/S 20TH N/ m~ EASTWOOD FRUIT t. ~ /S MAYBERRY ~ N/S T.S.I.P. N/S 2ND~ FOUR~ BENEFIT AREA "A" LIMIT,~ POWEr"% N/S IRVINE ,~GREEMENT d T.S.I.P. BENEFIT AREA "B" NORTH NOT TO SCALE T, RANSPORTATION SYSTEM IMPROVEMENT PROGRAM (TSIP) BENEFIT AREAS EXHIBIT.A EXHIBIT "B" DEVELOPMENT AGREEMENTS 1. Development Agreement dated October 17, 1985 between the City of Santa Ana and Santa Fe Land Improvement Company 2. The East Tustin Development Agreement between the City of Tustin and the Irvine Company dated December 3, 1986 EXHIBIT "B" DEVELOPMENT AGREEMENTS