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HomeMy WebLinkAbout08 REDEV PROJ AREA 01-02-96NO. 8 1-2-96 DATE: JANUARY 2, 1995 Inter-Com TO: WILLIAM A. HUSTON, EXECUTIVE DIRECTOR AND CITY MANAGER FROM: CHRISTINE A. SHINGLETON, ASSISTANT CITY MANAGER SUBJECT: REDEVELOPMENT PROJECT AREA AGREEMENT BETWEEN THE TUSTIN -. COMMUNITY REDEVELOPMENT AGENCY AND. THE CITY OF IRVINE RECOMMENDATION It is recommended that: .. 1. The City Council approve the attached Redevelopment Cooperative Agreement between the City of Tustin, Tustin Community Redevelopment Agency and the City of Irvine. ~ The Redevelopment Agency approve the attached Redevelopment Cooperative Agreement between the City of Tustin, Tustin Community Redevelopment Agency and the City of Irvine. FISCAL IMPACT No fiscal impacts identified at this time. Any fiscal impacts of creating a Redevelopment Project Area will be evaluated in conjunction with development of a Preliminary Project Report. BACKGROUND In March of 1995, Tustin City Council designated a survey area for redevelopment purposes which included the Marine Corps Air Station, Tustin and certain surrounding properties (see attached Resolution 95-31 and staff report). At the time of the City Council's action on the survey area, the City of Irvine was not prepared to make a commitment to 'having the Tustin Redevelopment Agency act on their behalf. As you are aware, the southeast 80 acres of th~ Marine Base are in the City of Irvine and are included in Tustin's Reuse Plan. The D~partment of Defense strongly encourages one entity to be created for implementation activities where a base is located in one or more jurisdictions. State law allows the City of Irvine to authorize the Tustin Redevelopment Agency to create a survey area, and ultimately a project area, for the portion of the base in Irvine. Irvine's concerns were the sOvereignty issue and their wanting assurances about having land use authority and police powers over that portion of the base in Irvine. City Council Report/Redevelopment Agency Report Redevelopment Cooperation Agreement January 2, 1995 Page 2 Because there have been minor delays related'to special legislation needed for the creation of the MCAS, Tustin Redevelopment Project Area, staff over the last several months has continued to work on developing an acceptable arrangement with Irvine. Attached for approval by the Agency and City Council is a proposed agreement which has been approved by Tustin's City Attorney and Irvine Community Development and legal staff. In summary, the agreement would create the following obligations: a. Irvine agrees to the inclusion of Irvine portions of the base in the MCAS, Tustin Redevelopment Survey Area and ultimate Redevelopment Project Area. b o Irvine will adopt an ordinance authorizing the City of Tustin City Council and its Redevelopment Agency to be the responsible community for adoption and implementing a Redevelopment Plan within Irvine portions of the base by March 5, 1995. C · d. Tustin will incorporate any plan elements and implementation measures Irvine requests that affect property Within Irvine on the base within the proposed Redevelopment Plan. For those portions of the Redevelopment Plan that affect Irvine, all redevelopment design review authority will be assigned to Irvine and Irvine would retain all land use entitlement and police powers in this area. e . For those actions that will necessitate a formal' agency authorization, Tustin will agree to support and approve all program implementation desires of Irvine within their jurisdiction on the base, so long as these programs are consistent with California Redevelopment Law (CRL). Irvine will also agree to meet all requirements as it affects low and moderate income housing funds and to provide documentation of such to ~the Tustin Community Redevelopment Agency. I'rvine will also agree to provide implementation information to Tustin as may be required for any State reporting requirements. f o Tustin will pass through to Irvine all appropriate tax increment which may flow to Irvine's 80 acres, subject to administrative and project costs to be paid to the Tustin Redevelopment Agency to offset costs for administrating the City Council Report/Redevelopment Agency Report Redevelopment Cooperation Agreement January 2, 1995 Page 3 go h. Project, meeting all state reporting requirements, preparing the required 5 Year Implementation Plan, etc. Irvine agrees to reimburse the City of Tustin for their proportionate share of the costs of preparing the Redevelopment Plan and any contractor change order costs for modifying Redevelopment Project Area legal description and preliminary report and. preparation of any environmental documentation. No amendment to the MCAS Redevelopment Plan can occur without approval of both Tustin and Irvine. Upon approval of the attached agreement by Irvine which is anticipated on January 12th, Tustin staff will subsequently reschedule Planning Commission and Tustin City Council actions needed to modify the survey area resolutions for the project to include Irvine. Christine A~. 'Sh~i~leton Assistant City ~nager CAS: kbm\coirdagm, cas REDEVELOPMENT COOPERATION AGREEMENT THIS REDEVELOPMENT COOPERATION AGREEMENT ("Agreement") is made arid entered into this day of , 1996 ("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 exis%in9 pursuant to H~alth and Safety Code Section 33000 eD_ se_D_q. '("Agency"), and the CITY OF IRVIN-R., a charter city ("~rvine"). · R E C I T AL g A. The Marine Corps Air Station Tustin ("MCAS") _ham been approved for base closure by the United States Government. B. Approximately one thousand five hundred twenty (1520) acres of MCAS are located within the territorial jurisdictional boundaries of Tustin ("Tustin Portion"), while approximately eighty (80) acres of MCAS are located within the territorial jurisdictional boundaries of Irvine ("Irvine Portion"). The Irvine Portion is contiguous ~o the Tusti~ Portion. Tu~tin ham been designated as the lead agency for purposes of planning for civilian reuse at MCAS. Tustin and Irvine, along with other cities and public agencies, have been cooperating in an effort to develop a comprehensive reuse plan for MCAS. C. Agency, Tustin, and Irvine desire to cooperate in' planning and implementing a redevelopment plan for MCAS and have determined that it would be in th~ public int~r~st for the Agency to act as the redevelopment agency for all of MCAS, including the Irvin~ portion. D. Agency is in the process of preparing a redevelopment plan for MCAS (the "MCAS Redevelopment Plan") in accordance with the California Community Redevelopment Law (Health & Safety Code §33000 et .seq.) (the "CRL"). E.-. The CRL, at Health and Safe~y Code Section 33213, provides that a community may authorize the redevelopment of area within its territorial ~imits by another ~ommunity if such area is contiguous to such other community. F. Agency, Tustin, and Irvine desire to enter into this Agreement, pursuant to Health and Safety Code Section 33213, to permi5 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 [he foregoing recitals and the promises and covenants hereinafter contained, and for ~ood and valuab]~ consideration, 5he sufficiency and receipt of which is hereby .acknowledged, the parties hereto agree as ~ollows: -1- - "' "'""' ~' '~ "t"0 ?~ t,? p .'. ",, i2-1.9-9;, ~j,_-' 1'4.-,..~., P..OI?! ROURKE.~/OODRUFF SPR,.-, $'Tl COMM r'~:~-'~.LOP ~'Ii AGREEMENT__ 1. Recitals I~corporate~. The foregoing recitals are incorporated hercln and made a part hereo~. 2. Conditions to Effectiveness. a. This Agreement shall be void and of no force or effect unless, no later than March 12, 1996, Irvine has adopted an ordinance in accordance with Health and Sa£ety Code section 33213, designating Agency as redevelopment agency for the Irvine Porti~ and authorizing Agency to undertake redeveloDment of such area ~._ accordance with the terms hereof. b. This Agreement shall' be void and of no force or effect unless, no later than July 1, 1997, Tustin and Irvine have both approved, by ordinance, the proposed MCAS Redevelopment Plan. The City'Manager~ of Tustin and Irvine and Executive Director o£ Agency shall have the right, on behalf of their respective ~nziti~s, 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. With respect to such ordinance, prior ~o conoideration by th~ Irvine City Council the 'Agency ~hall obtain the report and recommandation of the Planning Commission of the City of Irvine regarding the conformity of the proposed redevelopmen~ plan, as it affects the Irvine Portion, with Irvine's General Plan. 3. Co.st~ to Prepare MCAS Redevelopment :Plan. The parties hereto acknowledge that Agency has commenced preparation of the MCAS Redevelopmenz Plan and tha~ Agency will incur certain cost~ to modify the Redevelopment Plan to include the Irvine Portion, includ. Jng modifications to the legal description, boundary map, and preliminary report. Those costs are currently esElmatcd 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 the proposed MCAS Redevelopment Plan. In addition, the parties agree that Irvine shall pay five (5) percent (%) of the total costs of preparing ~he proposed MCAS Redevelopment Plan. including the preparation of environmental documents, wh.~ch total co,ts are currently estimated to be $94,075. The parties' agree that Irvine shaI1 also pay 5% of the cosss for any required change orders necessary in preparing ~nd completing the Redevelopment Plan, and shall pay for any s~dltional environmental documentation that may be required for the Irvine Portion, and 5% of any such additional costs that cannot be equitably apportioned between the I~-vine Portion and the Tustin Portion. Tustin ~hs]~ invoice Irvine for the amounts due, which invoice(s) shall be due and payable within 30 days. 4. MCA$ Redevelopmen~ Plan Provi.~ions. T h e M C A S Redevelopment Plan shall include provisions consistent with the following concepts: 1100-00001 21630_4 -2'- a. CoopDrative Effort. The parties shall cooperate in the kmplementation of the MCAS Redevelopment Plan. Without limiting the foregoing, the parties acknowledge 5has 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. Irvine ~hal]. retain its police powers, including land use authority, over the Twine Portion, and shall be entitled to exercise its discret$onary and ministerial approval authority over public and private development projects proposed to be undertaken within the Irvine Portion, including ~equirinu 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 ~rvine Portion. Upon request of Irvine, Agency shall implement Irvine's compliance actions that are within Agency's authority in this Agreement. Il-vine shall implement compliance acsion~ Uhat are within Irvine's authority in this Agreement. c. Identification of Irvine Port.ion. T h e M C A S RedeVelopment Plan shall separately identify the Tustin Portion and Irvine Portion by legal description so that the. County Auditor- Controller can identify uhe funds to be paid to the Agency pursuant to ~ealth and Safety Code Section 33670(b) ("Tax Increment") that are derived from the Tustin Portion ("Tus~in Tax Increment") and from the Irvine Portion ("Irvine Tax Increment"). Agency Shall maintain a separate account fo~ the Irvine Tax Increment (',Irvine Tax Increment Account"). In the event the 'County Auditor- Controller fails to separately identify the Irvine.Tax Increment, Agency shall make suuh division after consultin~ with Irvine to insure that the proper amount of II-vine Tax Increment. is deposited ~nto the Zrvine 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. H°usin~ Fund. The parties acknowledge that. Agency is required t6 set aside the percentage of tax increment it receives, as se~ forth in Health and Safety Code 9ecti~n 33334.2, in a separate account of the Agency for the purpose of increasing, imDrovin9, and preserving 'the community's supply of low- and moderate-income housing. The parties acknowledge that the current percentage identified in Health and Safety Code. Seczion 33334.2 is twenty percent (20%). The parties further acknowledge that under current law the set aside calculation must be made on "gross ~ax increment," i.e., the tax increment received before the required s~a~u~ory pass through payrnent~ are mad~ 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 I'rvine Tax IncremenU. Agency shall establish a separate account, referred to herein as the "Irvine Port,on Housin~ Account," and shall set asid~ the required percentage of Irvine Tax Increment into the lrvlne P~z'Lion Housin~ li00-0000i - 3 - 21630_4 Account. 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. P__a~zn?ent of ~tat.~]hory''~sS Through Amounts To Affected TaxiDq Entit.ies Under Section 3.~607.5. The Parties ~cknowledge that a portion of the Irvine Tax Increment must be paid to affected 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 fz-om 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 ~o payment of Irvlne tax increment to the Agency. · · f. T_reatme.nt of Irvine ~nder Section 33607.5. Irvine shall not be deemed an ,,affected taxing enui~y" under Health and Safety Code Section 33607.5 with respect to the Irvine Portion. Rather, I~vine shall be deemed the ,,community" ~nder 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 paymeDts 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 ~ealth 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 trvine the amount equal to the percentage elected by Irvine, up to the maximum applicable percentage as may be ~et forth in Meal=h and Safety Code Section 33607.5) (,,General Fund Payment"). Irvine ~hall be permitted to u~e 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 Irvine to devote the General Fund Payment ~o directly benefit the Irv4ne Portion until the Irvine Portion is substantially rehabilitated. ~,~ ~ ~ontrol Of Irvine '~ax Incz'~men~ Account and Irv. ina. ?_ort~on .Housing AccQun~. Agency shall administer the Irvine Tax Increment Account and Irvine Portion Housing Account at the direction of Irvine. Except for deductions or payments aushoriz=d 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 written 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 ~anager. Irvine agrees that Agency will have no obligation to i:.oo-o¢ooi - 4 - 21630_4 commit funds other than the Irvine Tax Increment and Irvine Housing Funds to projects or activities within the Irvine Portion. h. Devel. opm~nt p~oject Negotiation and Developmen~ Application Revi. Dw 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 5o be £unded from the ,,Irvine 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, A~c:~cy and Irvine shall each notify the other when a developer or project applicant, or any of the parties hereto, Droposes a specific development for the Irvine Portion. All planning and design review for such projects in the Irvine Portion shall be con~rolled by Irvine. The parties acknowledge that the pr¢~i~e arrangements with respect to a particular development application for the Irvine portion will be dependent on the nature of the developmen~ application. In general, however, 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 firs~ or concurrently approved by Irvine or unless an authorized Irvine staff member notifies Agency that Irvine has approved said agreement or project, or unless an authorized Irvine stall member noEifius Agency that Agency should first take action on the proposed development project. Agency shall not unreasonably withhold approval of any proposed development project for the Irvine Portion that has either been approved by Irvine or in regard to which an authorized Irvine. s~aff memJoer notifies A~n¢¥ that ~he project i~ beln~ recommended by Irvine staff for approval by Irvine. . i. 'Amendment.s to MCAS RedevelopmDnt Plan. No emend menU to the MCAS Redevelopment 'Plan shall be effective unless first approved by ordinances of .Tu~tin and Irvine. If Irvine activates its redevelopment agency pursuant to ~ealth and Safety Code Section 33100 et seq., and thereafter desires to amend the MCAS Redevel6pment Plan uo del~e the entire Irvine Portion and to adopt Irvine's own Redevelopment .Broject Area, said proposed amendment shall not adversely impact the MCAS Redevelopment Plan, its financial terms, legal and statutory oblige=ions and general under the then-existing CRL or any other applicable law. If an amendment to the MCAt Red~veloDment 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, Irving's obligation to share a percentage of General Administrative Costs under this Agreement shall be proportionately reduced based on the acreage deleted from the MCAS Redevelopment Plan. ilOO-Ooooi - 5 - 216~0 4 Agency G.eneral Administrat. ive and Project Costa. a. Apportionment of AqgnC¥'s General A~mlnl~rativ_e Cost~. Irvine acknowledges that Agency will incur direct and indirect costs in administering ~he MCAS RedeveloDment Plan for both .the Tustin Portion and Irvine Portion, including administration of the various fund accounts, reimbursements to the County of Orange pursuant to H~alth 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 S~ction 33A90, 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 ar~ primarily due to the Tustin Portion, but that a percentage of'such General Administrative Costs should be apDortioned 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 Day ninety-five (95%) of. Agency's General Administrative Costs and Irvine shall pay ~ive percent (5%) of Ag. ency's General Administrative Costs. b. Apportionmen~ of Agency's p~oject cost~. All Agency direct and indirect project costs incurred to plan ~nd implement projects in the Irvine Portion, including low and moderate income housing projects, shall be borne solely by Irvine. c. Budget ADDrovak. Not later than sixty (60) days .prior to the co~e~cemen~ of each fiscal year during which the MCAS Re'development plan is ef{ectiv~ as to the Irvine Dortion, Agency shall prepare and deliver to Irvine proposed line item budgets for General Administrative Costs, and Project iCosts for the Irvine Portion to be incurred by Agency £or =he en~uing fiscal year (,,Annual Budgets"). Prior to adoptionbyAgency of the budgets for the Irvine portion, lrVine shall review and approve the proposed budgets, or such budgets as may be revised after consultation wi~h not Agency. Any mid year modifications or appropriations originally budgeted for thc Irvinc Portion ~hall be reviewed and approved by Irvine prior-to-their adoption by Agency. d. A_pproDr$atioDs and Disbursements. Bu~ct approval by Irvine shall constitute the authority for Agency to appropriate funds in accordance with the Irvine Portion of the budgets and to deduct such appropriations from time to t%me fro~ the Irvine Tax Increment Account and the Irvine Housing Account, whichever is applicable. General Admin~mtratlve 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 st~all provide evidence o~ the deductions from the Irvine Tax Increment Account and Irvine Housing Account in the cruarterly disbursement report which shall be provided to Irvine's Manager of Fiscal services and City Manager. 1100-00001 21630_4 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. 6. Termin.at ion of .AGreement. Except as provided in Sect ion 4i. herein, this Agreement 'shall terminate as of the expiration of the MCAS Redevelopment Plan and the fulfillment of all obligations hereunder which .may extend beyond such expiration date. 7. B_ind. ing 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 Ag~.ncy Boards to the obligations set forth herein. 8. F.urther Assuran. ces. Each 0x the parties hereto agrees to do all things in a timely manner that are reasonably necessary or convenient to carry out the £ntent 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 tl~rea~onably withheld by any party ~.xceDt as to those matters to which a party is herein granted sole discretion. 9. Mut..ual .!ndemnificatio.n an.d lrvine..Cov'~nant. ~ 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. Irvine Shall defend, indemnify and hold Tustin and Agency harmless, from any action or pz'oceeding, claims, llabilit.~-s or penalties arising out of Irvine's performance or nonperformance under this Agreement. Irvine assumes all responsibility under the CRL for spending or encumbering funds in the trvlne 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 Mousing Account so as to avoid the sanctions of Health and Safety Code Sect4on 33334.12. If I_~-vine, s actions or inactions threaten to create a condition that could subject the Agency to sanctions under Health and Safety ~code Section 33334.12,-~he Agency shall noti£y Irvine in writing to immediately correct such condition. If Agency, so notifies Irvine, Irvine shall immediat~-ly 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, shall be enforceable by Agency in an action for specific performance or writ of mandate. 10. Notices. All notices rcquired hereunder or by law ~hall be deliver~-d by Tus~in, Agency, and Irvine by (i) United State.~ re. ail, prepaid, certified, or (ii) by personal delivery, or (iii) b'. reputable document delivery service that. pro~ides a receipt showing ::00-0000~ -7- 21630 4 _ date and time of delivery. NOtices personally delivered or delivered~ by doo. ument 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 followln~ d£~p~tch. Not~c~.s shall' be sent to the addresses indicated below (a change in the following addresses may be made by-following the terms of this Section): If to Tust±n or Agency: Tustin Community Redevelopment Agency City of Tustin 300 Centennial Way Tustln, CA 92680 Attn: Execu%iv~ Director/Assi~tan~ City Mansger ~ If to Irvine: City of Irvine one civic Center ~laza P.O. Box 19575 Irvine, CA 92713-9575 Attn: Cizy Manager 11- ~on Matters. The Municipal and Superior Court~ of the State of California in and for the County of Oran~ shall have exclusive jurisdiction of any litigation between the parties arisin~ out of or connected to th~s A~reement. This A~reement shall be ~overned by and construed under the laws of ~he State ot California. The exclusive remedies under ~his Agreement shall be specific performance or wri~ of mandate. 1~- /~1 Dis~u~eResolution. No~withstandin~ anythin~ in this A~reement°to the contrary, in'the even~ of any dispute between the parties hereto concernin~ the subject matter of this A~reement, designated rcpresentatives o~ the parties, prior to takin~ 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 ~ood fait~ in an a~sempt to remolvc ~uch dispute. Any time perzod for taking any action that i~ 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. 13. Nonliability of %qencv an~ City of~icial~- 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 paruy, or for any amount which may become due hereunSer, or for breach of any obligation of the tern%s of this Agreement. liO0-OOCOl 21630_4 -8- 14. Inte.rpretation; SeV.~rabil~.tV· The terms of this Acjreement ~hall 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. 15. No Assignment. This Agreement may not be transferred, amsignmd, Or encumbered by any party hereto without the express, prior, written consent of the other party's hereto, which consent may be given or' withheld in said consenting party's sole and absolute d£scre~ion. 16. Entire Agreement; Amendment. This Agreement is the entire agreement between Lhe 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. 17. Counterpa.rts. This Agreement may be executed in counterparts, each of which mhall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 18. Corporate Autl~oritY. The person(s) mxecuting this Agreement on behalf of each o~ the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreemen~ on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions nf this Agreement, and (iv) the entering into.this Agreement does not violate any provision of any cuber agreement to which said party is bound. [end- signature pages follow] ~loo-ooooi - 9- 21~30 4 _ i2-i'}-}5 02' i'}PM FROI'~ F..:OURKE ~'*~"©[)RUF= ~,PF,'.A I'O 'l'US-'i.i '$0)'.$.~! r 'r--' .,, ~' ... !j.,_. ,_,, ,..!,_~ IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written. "A.g~. ncy" TUSTIN COMMUNITY REDEVELOPMF~ AGENCY · By: - Chairman ATTEST: A--~ency Secretary APPROVED AS TO FORM: Lois Jeffrey Agency Counsel CITY OF TUSTIN By: MayOr ATTEST: ~itY Clerk APPROVED AS TO FOKM: Lois Jeffrey City A=~orn=y [signatures continued on next page] 1~00-00001 2~30 4 -10 = CITY 0F IRVINE By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: Joel D. Kuperberg City Attorney [end of signatures] z~oo-oooo~ -11- 2'-.(i:]0_4