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HomeMy WebLinkAboutRDA 03 REDEV PROJ AREA 01-02-96RDA NO. 3 122-96 .,ATE: JANUARY 2, 1995 Inter-Com TO' WILLIAM A. HUSTON, EXECUTIVE DIRECTOR AND CITY MANAGER FROM: CHRISTINE A. SHINGLETON, ASSISTANT CITY MANAGER SUBJEC~ REDEVELOPMENT PROJECT AREA AGREEMENT BETWEEN THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY AND THE CITY OF IRVINE RECOMMENDATION It is recommended that: The City Council. approve the attached Redevelopment Cooperative Agreement between the City of Tustin, Tustin Community Redevelopment Agency and the City of Irvine. o 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 Redevmlopment 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 Agenc~y act on their behalf. As you are aware, the southeast 80 acres of the Marine Base are'~in the City of Irvine and are included in Tustin's Reuse Plan. The Department 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 . b o Irvine agrees to the inclusion of Irvine portions of the base in the MCAS, Tustin Redevelopment Survey Area and ultimate Redevelopment Project Area. 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 o Tustin will'incorporate any plan element~ 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 hohsing funds and to provide documentation of such to the Tustin Community-Redevelopment Agency. Irvine will also agree to provide implementation information to Tustin as may be required for any State reporting requirements. f o Tustin will pass through t6 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 · Project, meeting all state reporting requirements, preparing the required 5 Year Implementation Plan, etc. g. 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. h. 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 Ig~nager . CAS: kbm\coirdagm, cas REDEVELOPMENT COOPERATION AGREEMENT THIS REDEVELOPMENT COOPERATION AGREEMENT ( "Agreement ,. ) is made arid entered into this day of , 1.996 ("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 puz'suant to HEalth and Safety Code Section 33000 e_At ~eq. ("Agency"), and the CITY OF IRVINR., a charter city (.Irvine,,) . _RE_C I T AL g A. The Marine Corps Air Station Tustin ("MCAt") has 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 boundarieB of Irvine ("Irvine Portion"). The Irvine Portion is contiguous to The Tusti~ Portion. Tu~tin has 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'redevelopme~t plan for MCAS and have determined that it would be in th~ public int~r~st for the A~ency 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 "~CA$ Redevelopment Plan") in accordance with the California Community Redevelopment Law (Mealth & Safety Code §33000 e_~t e_~D_q.) (the "CRL"). E. 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. F. Agency, Tustin, and IrVine desire to enter into this Agreement, pursuant to Health and safety Code Section 33213, to per~i~ Agency to acu as the redevelopment agency within the Irvine Portion, subject to the terms and conditions set forth herein. NOW, TMEREFORE, in consideration of the~fore9oi:~9 recitals and the promises and covenants hereinafter contained, and for qood and vmluabl~ consideration, the sufficiency and receipt of which hereby acknowledged, the parties hereto agree as AGREEMENT-- 1. RecitBls ~ncorp.orate~· The' foregoing recitals are incorporased herein and made ~ 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, %rvine has adopted an ordinance in aCcordance with Health and Safety Code section 33213, designatin~ A~ency as redevelopment agency for the Irvine Portion and authorizing Agency to undertake redevelopment 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 Managerm of Tustin and Irvine and Executive Direcuor Agency shall have the right, on behalf of their respective ~n~iti=m, 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 ordinanc=, prior to consideration by Irvine City Council the Agency ~hall obtain the report and recommendation of the planning Commission of the City of I'rvine regarding the conformity of the proposed redevelopmen~ plan, as affects'the Irvine Portion, with Irvine's General Plan. 3. ~m~~_~are Mc~nt Plan. The parties hereto acknowledge t'hat Agency has commenced preparation of the MCAS Redevelopment Plan and th~ Agency will incur cmrtain costg to modify the Redevelopment Plan to include the Irvine Portion, including modifications to the legal description, boundary map, and preliminary report. Those costs are currently esslmated to be $1,595. The parties agree that Irvine shall be responsible for ~uch incremental costs incurred by Agency to include the II-vine Portion in the proposed M.CAS Redevelopment Plan. 'In addition, the parties agree that Ii'yine shall pay five (5) percent (%) of the total costs of preparing ~he proposed MCAS Redevelopment Plan. including the preparation of environmental documents, which total co,ts are currently estimated to be $94,075. The parties agree that Irvlne shall also pay 5% of the cosSs for any required changc orders necessary in preparing~'=and completing the Redevelopment . ..... ~ ...... s~itional environmental documentatlo~ Plan an~ sna££ p y . · · suc~ t' ma be require~ for the Irvlne Port,on, and 5~ of any tha. Y ..... =-~ ..... - ~ e~itablv aoDortioned between the additional cosns un~u ~=,~,.~ ~ = I~-vine Poruion and the Tustin Portion. Tustln =h811 invoice Irvine for the amounts due, which invoice(s) shall be due and payable within 30 days. 4. MCAE RedevelQpmenr Plan ProVi.sions.T h eM C A S ReSev~lopm~--~t Plan shall include provisions consistent witt~ the following concepts: nO0-OOOOi - 2 - 2~6~o...4 a. Coop~rat'ive Effort. The parties shall cooperate in the. ~mplementation of the MCAS Redevelopment Plan. Without limitin9 the foregoin9, the parties acknowledge 5haz portions of the 'Irvine Portion are only accessible'through the Tustin Portion and that the partie~ intend to cooperate with respect to circulation and other aspects of redevelopment of MCAS. b. Irvine's Retention of Police Powers. I~.,ine ~hal]. retain its police powers, including land use authority, over the lwine 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 ~equirin~ compliance with Irvine codes and planning, engineering, and public works standards. Irvine a~rees that it shall have the duty and responsibility to assure land use compliance wi~h Health and Safety Cod~ ~ect~on 33413 in ~he ~rvine Portion. Upon request of Irvine, A~ency shall implement IrVine's comDliance actions that are within Agency's authority in this A~reement. Irvine shall implement compliance acsions Uhat are within ~rvine's authority in this Agreement. c Identification of Irvine__Porti. on. The MCAS 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 ~ealth and Safety Code Section 33670(b) ("Tax Increment") that are derived from the Tustin Portion ("'£'us~in Tax I~crem~nt") and from the Irvine Portion ("Irvine Tax Increment"). Agency shall maintain a separate account for 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 suut~ division after consulting with Irvine tO insure that the proper amount of Irvine Tax Increment is deposited ~nto 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. Ho~sinq Fund. The parties acknowledge.that Agency is required to set aside the percentage of tax increment it receives, as se~ forth in Health and Safety Code ~ecti~n 33334.2. in a separate account of the Agency for the purpose of increasing, improving, and preservin~ 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~unory pass through pas~nents 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 Irvine Tax Increment. Agency shall establimh a separate account, referred to herein as the "Irvine DottY. on Housin~ Account," and shall set aside the required percentage of Irvine Tax Increment into the lrvine P~z'tion Housin~ ~100-00o~1 - 3- 21G30 4 Account. At Irvine's option, Agency shall invest the funds in the Irvine portion Housinq Account in one or more interest-bearing accounts at the direction of Irvine. · e. p__a~n, ent of ~tat33hor¥ Pass Through Amounts To Affected Taxinq Entities Under Sect.ion 3360'~_~5. The parties ~cknoWledge that a portion of the Irvine ~ax Increment must be paid to affected taxing entities pursuant to Health and Dafety Code section 33607.5. Commencing with the first fiscal year in which Agency is reclslired to make such payments to affected taxing from the amount entitle Agency shall be permitted to deduc5 deposited into the Irvine Tax Increment Account for such fiscal year the required percentage of tax increment identified in Health such and Safety Code Section 33607.5; provided, however, that no deduction shall occur if the county Auditor-Controller makes such deduction prior to payment of ~rvine ~x increment to the Agency. f. T_reatme~t of. Irvine Under Section 33607.5. Irvine shall not be deemed an ,,affected t~xing ensisy" u~derHaalth an~ safety Code Section 33607.5 with respect to the Irvine Portion. Rather, I~vine shall be deemed the ,,community" Under Health and Safety Code Section 33607.5 with respect to the Irvine Porsion. Irvine, therefore, at its annual option, shall be permitted, after required deductions for housing set aside and paymeuts 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 ~ealth 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 I~vin~ 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 Mealth 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 paragrapt~ to the contrary, it is the current intent of Irvine to devote the General Fund payment to directly benefit the Irv4ne Portion until the Irvine Portion is substantially rehabilitated. g. Control of Irvine '~x I______ncz-~ment Account. and Irvina Portion ~ousing Account. Agency shall administer the Irvine Tax I--~crem~nt 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 A~ency's budgets Dursuant to Section 5c herein, no'funds shall be d~sbursed from either account without the Drior written approval of the Irvine City Manager. On a quarterly A enc shall provide an accounting of the disbursement of basiS'fr~m b~Yth accounts to Irvine's Manager of Fiscal Services and funds city ~anager. Irvine agrees that Agency will have no obligation to 1~00-00001 21630_4 -4- commit funds other than the Irvine Tax Increment and Irvine Housing Fundn to projects or activities within the Irvine Portion. 'h. Development Rroject Neq0ti~tion and Development _App!iu~ion. Revi.Dw Proeess. 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 Eo be funded 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, 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 Irvine. 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. 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 first or concurrently approved by Irvine or unless an authorized Irvine staff member n°ti~es Agency that Irvine has approved said agreement or project, or unless an authorized Irvine start member nosifics Agency that Agency should first take action on the proposed development project. Agency shall, not' unres.~onably 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 staff mer~0er notifies Agency that the project is beinu recommended by Irvine staff for approval by Irvine. i. Amendment.s to M.CAS RedeMelopment Plan. No amen d me_hr 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 Health and Safety Code Section 33100__et ~eq., and thereafter desires to amend the MCAS Redevelopment Plan 5o delc~e the entire Irvine Portion and to adopt Irvine's own Redevelopment Project Area, said proposed amendment shall not adversely.~~ impact the MCAS Redevelopment Plan, its financial terms, legal and statutory obligations and general'status under the then-existing CRL or any other applicable.=.l~aw. If an amendment to the MCAE 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, Irvinu'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. . ~00-0000~ _ 5 _ 2~6~0_~ 5. A~enc¥ General. Admi~.istrat.ive and Project Costs. a. Apportionment of AGenCY'S General Administrative Costs. 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 ~altl% and Safety Code Section 33607, preparation of the Agency's annual budget pursuant to Health and ~afety 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 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 Redevelopm~n~ Plan ar~ primarily due to the Tustin Portion, but that a percentage of such General Administrative Costs should be apportioned to ~rvine 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. Thmrefor~, Agency shall Day ninety-five (95%) of Agency's General Administrative Costs and Irvine shall pay ~ive percent (5%) of Agency's General Administrative Costs. b. Apportionme~$ of Agency's Rroject Cost~. All Agency direct and indirect project costs incurred to plan and implement projects in the Irvine Portion, including low and moder&te income housing projects, shall be borne solely by Irvine. c. BudGet Approvak. Not later than sixty (60) days prior to the commencement of each fiscal year during which the MCAS Redevelopment Plan is ~ffective as to the Irvine ~ortion, 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 £or ~he en~uing 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 wi~h Agency. Any mid year modifications or appropriations not originally budgeted for the Irvinc Portion mhall be reviewed and approved by Irvine prior to their adoption by A~ency. d. A__pproDriations and DisbursDment~. Budget approval by Ir~ine 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 time from the Irvine Tax Increment' Account and the Irvine Housing Account, whichever is applicable. General Adminlmtrative ~nd 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 of the deductions from the Irvine Tax Increment Account and Irvine Housing Account in the quarterl~ disbursement report which shall be provided to Irvine's' Manager of Fiscal Services and City Manager. SiO0-O000i - 6 - 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. TerminDtion of..Aqreement. Except as provided in Section 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. Binding Aqreemen%. Each of the parties hereto acknowledge that the obligatiom~ 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. 8. F~rth~r.Assura.~ces. Each o~ the parties her~uo a~recs to do all things in a timely manner that are reasonably necessary or convenient to car~/ 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 unreasonably withheld by any party ~xcept as to those matters to which a party is herein granted sole discretion. 9. Mu%.Bal .IndemnificatioD an~!rvine covenant. Agent%-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 proceeding, 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 lrvine Portion Housing Account in accordance with the CRL. Irvine covenants with Agency that it shall take all necesssry action to insure that during the term of thi~ Agreement, Irvine shall direct Agency to expend or encumber excess surplus funds in the Irvine Portion Housing Account so as to avoid t~e sanctions of Health and Safety Code Sect4on 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 Il-vine in writing to immediately correct such condition. If Agency, so notifies Irvine, Irvine shall immediately take corrective measures to cure the condition. Irvine's obligation to avoid or cure a condiuion permitting sanctions under Health and Safety Code Section 33334.12, shall be .onforceable by Agency in an action for specific performance or writ of mandate. 10. Notices. All nosices required hereunder or 'by law ~hall 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 ::oo-oo0o~ - - 7 - 12-19-95 02' 1971 " FROM ROURKE, WOODRUFF, SPRA TO TUSTIN DEVELOP P0£0/023 -- 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 bel6w (a change in the following addresses may be made by following the terms of this Section): I£ to Tumtin or Agency: Tustin Community Redevelopment Agency City of Tustin 300 Centennial Way Tustin, CA 92680 Attn: Executive Director/Assistant City Man~ger If to Irvine: City of Irvine One civic Center plaza P.O. Box 19575 Irvine, CA 92713-9575 Attn: Cizy Manager ll. ~0~ Matters. The Municipal and Superior Courts of the State of California in and for the County of oranw~ shall have exclusive jurisdiction of any litigation between the parties arisln~ out of or connected to this Agreement. This A~reement shall be ~overned by and construed under the laws of the State ot California. The exclusive remedies under this Agreement shall be specific performance or wriU of mandate. 1~- ~1 DisDu~e Resolut.ion. Notwithstandin~ anythin~ in this A~reement to the contrary, in the event of any dispute between the parties hereto concernin~ the subject matter of this A~reement, designated rcpresentativem o~ the parties, prior to taking any action which im 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 asSempt to remolvc much 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 conferrin~ in good faith to resolve such dispute. If such dispute is not resolved to the partle~' respective satisfaction, one or more of the parties shall notify the other parties that the period of ~ood faith consultation has ended. 13. Nonliability of %qenc¥ and City Of~icial__~s. 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 par~y, or for any amount which may become due hereunder, or for breach of any obligation of the terms of this A~reement. 14. Interpretation; Se~erabil~tv. 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. 15. No Assignment. This Agreement may not be transferred, a~sign~d, 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 discretion. 16. Entire Agreement; Amendment. This Agreement is the entire agreement between ~he 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!t~. 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. 18. Corpo.rate Autl~ority· The person(s) executing this Agreement on behalf of each ot the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute-and deliver this Agreeme~u on behalf of said party, (iii) by so executing this Agreement, such parry'is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any ocher agreement to which said party is bound. [end - signature pages follow] 110O-00001 21630_4 -9- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the'~date first above written. · "A.g~ncy" TUSTIN COMMUNITY REDEVELOPMENT AGENCY · By: Chairman ATTEST: Agency Secretary APPROVED AS TO FORM: Lois Jeffrey Agency Counsel CITY OF TUSTIN By: Mayor ATTEST: ~ity Clerk APPROVED AS TO FORM: Lois Jeffrey City AtSorn~y [signatures continued on next page] ~.oo-ooo,n - 10 - 2~;~o...4 CITY OF IRVINE By: ' Mayor ATTEST: City Clerk APPROVED AS TO FORM: Joel D. 'Kuperberg City Attorney [end of signatures]