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WHEREAS, on July 13, 1984, Orange filed another Complaint <br />against Defendants to challenge the validity of the Participation <br />Agreement (the "Second Complaint "). <br />August 27, 1984; and <br />Said Complaint was amended on <br />WHEREAS, the purpose of this Agreement is to settle the <br />disputes between and among Orange and Defendants and to release <br />the First Complaint and Second Complaint, and all claims, causes <br />of actions, and demands that the parties may have against each <br />other. <br />NOW, THEREFORE, in consideration of the mutual covenants, <br />promises and undertakings set forth herein, the parties hereto <br />agree as follows: <br />1: Santa Ana and Orange agree to concurrently herewith <br />enter into a Joint Powers Agreement substantially in the form of <br />Exhibit "A" attached hereto and made a part hereof, creating a <br />Joint Powers Agency ( "JPA ") to administer the Transportation <br />System Improvement Program (the "TSIP ") to identify certain street <br />and capital improvement items and address traffic problems in the <br />City of Orange and the City of Santa Ana. <br />2. Santa Ana and Orange agree that each city will.fund <br />one -half (1/2) of the cost of a study (the "New Traffic Study ") to <br />determine the traffic and parking impacts of the Fashion Square <br />Redevelopment Project (the "Project ") on the surrounding areas in <br />the City of Orange, including the residential neighborhoods north <br />2 . 03935 <br />