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HomeMy WebLinkAboutORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF IRVINE III°.�lh;�ItiC P40T REQUIRED A-2025-110 V,IORK i,7X PROCEED CITY CLE . DATE, L 3 1 2025 a.�wi�Iti) (�I�wU rrl�hu41.� MEMORANDUM OF UNDERSTANDING NO. C-3-2925 '- BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY a AND THE CITY OF IRVINE AND CITY OF SANTA ANA 6 FOR 7 AMENDMENT OF THE MASTER PLAN OF ARTERIAL HIGHWAYS 8 The following Memorandum of Understanding ("MOU") is effective this day of 9 , 2025 ("Effective Date"), by and between the Orange County Transportation Authority, 10 550 South Main Street, P.O. Box 14184, Orange, California 92863-1584 (hereinafter referred to as 11 "AUTHORITY"), and the City of Irvine and City of Santa Ana, a municipal corporations duly organized 12 and existing under the constitution and laws of the State of California (hereinafter collectively referred to 13 as "CITIES" and individually as "CITY"). AUTHORITY and each CITY are sometimes referred to 1.1 collectively in this MOU as the"PARTIES" and individually as "PARTY." 15 RECITALS 16 WHEREAS, AUTHORITY administers the Master Plan of Arterial Highways (hereinafter referred 17 to as "MPAH") including the review and approval of amendments requested by local agencies; and 18 WHEREAS, the CITY of Irvine has requested an amendment to the MPAH as set forth in 19 Exhibit A, entitled "Amendment to the MPAH", to reclassify Red Hill Avenue, between MacArthur 20 Boulevard and Main Street, from a major (six-lane, divided) to a primary (four-lane, divided) arterial 21 (hereinafter referred to as the "Amendment to the MPAH"); and 22 WHEREAS,traffic analysis conducted as part of the MPAH amendment process determined that 23 the Amendment to the MPAH would result in projected changes to future traffic patterns; and 24 WHEREAS, CITIES have established Level of Service (LOS) "D" as their minimum acceptable 25 LOS and an appreciable impact is defined as an increase in Intersection Capacity Utilization ("ICU") of 26 0.01, or otherwise adopted by the respective CITY, for intersections currently operating at an MEMORANDUM OF UNDERSTANDING NO. C-3-2925 1 unacceptable level of service; and 2 WHEREAS, these projected changes in future traffic patterns results in a determination that 3 appreciable impacts may occur in the at the intersections of Flower Street/MacArthur Boulevard and 4 Flower Street/Segerstrom Avenue, where both intersections are located in the City of Santa Ana; and 5 WHEREAS, improvements identified to mitigate appreciable impacts at the two intersections will 6 be fully mitigated by adding an eastbound right turn lane at the intersection of Flower Street and 7 MacArthur Boulevard and adding a westbound right turn lane at the intersection of Flower Street and S Segerstrom Avenue; and 9 WHEREAS, Exhibit B, entitled"Summary of MPAH Amendment Appreciable Impacts and Traffic 10 Share", provides a summary of the appreciable impacts occurring at intersections as a result of the I Amendment to the MPAH; and 12 WHEREAS, the CITY of Irvine may not utilize Measure M2 competitive funds on intersection 13 improvements and mitigation request related to the MPAH reclassification; and 1.4 WHEREAS, the City of Irvine must amend their respective General Plans and comply with the 15 California Environmental Quality Act (CEQA) to finalize the Red Hill Avenue amendment per the 16 Guidance to the Master Plan of Arterial Highways; and 17 WHEREAS, the City of Santa Ana is the Affected Agency, having appreciable impacts occurring 18 within the jurisdictions as a result of the City of Irvine's Amendment to the MPAH; and 19 WHEREAS, the Affected Agency have reviewed and provided letters of support for the 20 City of Irvine's Amendment to the MPAH; and 21 WHEREAS, AUTHORITY's Board of Directors (Board) approved this Amendment to the MPAH, 22 subject to authorized negotiation and execution of an MOU with the cities of Irvine and Santa Ana for 23 mitigation improvements on April 10, 2023. Exhibit C, entitled "Amendment to the Master Plan of Arterial 24 Highways Staff Report to the OCTA Board of Directors dated April 10, 2023" to this MOU contains the 25 background for the Amendment to the MPAH, as it is the Staff Report approved by the AUTHORITY's 26 Regional Transportation Committee on April 3, 2023, and by the AUTHORITY'S Board April 10, 2023; 2 e MEMORANDUM OF UNDERSTANDING NO. C-3-2926 1 and 2 WHEREAS, all PARTIES wish to enter an MOU to identify the roles, responsibilities, and 3 commitments of the PARTIES in processing the Amendment to the MPAH and mitigating the related 4 appreciable impacts; s NOW, THEREFORE, it is mutually understood and agreed by the PARTIES as follows: G ARTICLE 1. COMPLETE AGREEMENT: 7 A. This MOU, including all exhibits and documents incorporated herein and made applicable 8 by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of the 9 MOU between the PARTIES concerning the Amendment to the MPAH and supersedes all prior 1.0 representations, understandings and communications concerning the same subject matter between the 11 PARTIES.The invalidity, in whole or part, of any term or condition of this MOU shall not affect the validity 12 of other term(s) or condition(s) of this MOU. The above referenced recitals are true and correct and are 13 incorporated by reference herein. .14 B. Any PARTY's failure to insist on any instance(s) of performance of any term(s) or 1s condition(s) of this MOU shall not be construed as a waiver or relinquishment of rights to such 16 performance or to future performance of such term(s) or condition(s), and obligations in respect thereto 17 shall continue in full force and effect. is ARTICLE 2. MUTUAL RESPONSIBILITIES OF ALL PARTIES: .19 A. Each PARTY to this MOU agrees to cooperate and coordinate with the other PARTIES to 20 this MOU and including, but not limited to their respective staff, contractors, consultants, and vendors in 21 providing services required under this MOU to the extent practicable. 22 B. All PARTIES to this MOU agree to work diligently together, and in good faith, toward the 23 resolution of any unforeseen issues and disputes arising out of the performance of this MOU. 24 25 20 3 MEMORANDUM OF UNDERSTANDING NO. C4-2925 1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY: 2 AUTHORITY agrees to the following responsibilities; 3 A. AUTHORITY shall administer the MPAH, including updating the MPAH to reflect the 4 Amendment to the MPAH upon fulfillment of the following conditions: 5 1. Conditional approval of the Amendment to the MPAH by the AUTHORITY's Board. 6 Approval of the Amendment to the MPAH by the AUTHORITY's Board will not 7 become final until conditions 2 and 3 below have been satisfied. 8 2. Receipt of an original, fully executed MOU (signed by all PARTIES); 9 3. Receipt of documentation thatthat the City of Irvine has amended their General Plan 10 to reflect the Amendment to the MPAH; 11 B. AUTHORITY shall file a Notice of Exemption from the provisions of CEQA in support of 12 the amendment to the MPAH. .13 ARTICLE 4. RESPONSIBILITIES OF CITY OF IRVINE: 14 The City of Irvine agrees to the following responsibilities: 15 A. The City of Irvine acknowledges that the AUTHORITY has determined the Amendment 16 to the MPAH is exempt from CEQA, and that the AUTHORITY has caused a Noticed of Exemption to be 17 filed, posted, and recorded. 18 B. The City of Irvine shall amend the Circulation Element of its General Plan to reflect the 19 Amendment to the MPAH, and in doing so, shall comply with the requirements of the CEQA. 20 C. The City of Irvine shall provide fair-share funding to the City of Santa Ana to support the 21 implementation of the identified mitigations. 22 D. The preferred improvement is the buyout option, there must be agreement for the 23 alternative amongst the appropriate jurisdictions. At the time of the buyout, the City of Irvine shall 24 incorporate cost changes, which may include cost changes based on the California Construction Cost 25 Index. 26 E. The proposed recommended mitigation measures are intended to bring the deficient 4 MEMORANDUM OF UNDERSTANDING NO. C-3-2926 1 intersections to a L.OS that is at least equivalent to the pre-amendment forecasted LOS of E or better at 2 the following intersections: 3 1. MacArthur Boulevard at Flower Street: The City of Santa Ana shall add a westbound 4 right-turn lane on MacArthur Boulevard, The City of Santa Ana shall not reduce the 5 existing westbound lane configuration when implementing the recommended 6 improvements. The westbound approach lane configuration shall remain as one left 7 lane, two thru lanes, and one thru-right lane. 8 2. Segerstrom Avenue at Flower Street: The City of Santa Ana shall add an eastbound 9 right-turn lane on Segerstrom Avenue. The City of Santa Ana shall not reduce the 10 existing eastbound lane configuration when implementing the recommended 11 improvements. The eastbound approach lane configuration shall remain as one left 12 lane, one thru lane, and one thru-right lane. 13 F. The CITIES enters into this MOU in order for the above mitigation measures to be 14 implemented. is G. The CITY of Irvine shall fund mitigation improvements for the intersection impacts in the 16 CITY of Santa Ana due to the amendment to the MPAH. The City of Irvine's funding share is included in 17 Exhibit D,entitled"Impacted Intersections Share Cost Allocation". Proposed mitigation improvements and 1s the estimated costs for the proposed mitigation improvements are included in 19 Exhibit D. The preferred improvement is the buyout option, there must be agreement for the alternative 20 amongst the appropriate jurisdictions. At the time of the buyout, the CITY of Irvine shall incorporate any 21 cost changes, which may include cost changes based on the California Construction Cost Index or the 22 County of Orange's assessment of land value, to their fair funding contribution to the CITY of Santa Ana. 23 ARTICLE 5. RESPONSIBILITIES OF THE CITY OF SANTA ANA: 24 The CITY of Santa Ana agrees to the following responsibilities: 25 A. CITY of Santa Ana enters into this MOU to implement mitigation improvement at the 26 following two intersections: 5 MEMORANDUM OF UNDERSTANDING NO. C-3-2925 1 1. Flower Street and MacArthur Boulevard intersection—add eastbound right turn lane 2 2. Flower Street and Segerstrom Avenue intersection--add westbound right turn lane. 3 B. Widening the roadways are required at both intersections, as listed above. The 4 improvements are intended to bring the deficient intersections to an LOS that is at least equivalent to the s pre-amendment forecasted LOS of E or better. The improvement is not meant to be prescriptive. If an 6 alternative improvement, which meets the overall objective of achieving and/or maintaining the 7 pre-amendment to the MPAH ICU, is identified then that improvement shall be considered acceptable 8 and shall be implemented as a substituted solution if there is agreement amongst the CITIES. 9 C. The CITY of Santa Ana should include the mitigation improvements in their next future 10 CIP with an option to modify any future CIP, as needed. 11 D. The CITY of Santa Ana shall utilize funding provided by the City of Irvine to support 12 implementation of the mitigation improvements. 13 ARTICLE 7. DELEGATED AUTHORITY: 14 The actions required to be taken by the CITIES in the implementation of this MOU are delegated 15 to each CITY's City Manager, or designee. Required actions to be taken by the AUTHORITY in the 16 implementation of this MOU are delegated to AUTHORITY's Chief Executive Officer, or designee. 17 ARTICLE 8. INDEMNIFICATION: 18 A. Each PARTY shall indemnify, defend and hold harmless all other PARTIES, and their 19 respective officers, directors, employees and agents from and against any and all claims (including 24 attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily 21 injuries, including death, worker's compensation subrogation claims, or damage to or loss of use of 22 property, arising from the negligent acts, omissions or willful misconduct by any PARTY, its officers, 23 directors, employees or agents in connection with or arising out of the performance of this MOU. 24 B. Indemnification and defense obligations of this MOU shall survive its expiration or 2s termination. 26 / 6 MEMORANDUM OF UNDERSTANDING NO. C-3-2926 1 ARTICLE 9. ADDITIONAL PROVISIONS 2 The PARTIES agree to the following: 3 A. Term of_MOU: This MOU shall continue in full force and effect until all terms and 4 conditions of this MOU are implemented, unless terminated earlier by mutual written consent by all the 5 PARTIES to this MOU. G B. Termination: In the event any PARTY defaults in the performance of its obligations under 7 this MOU or breaches any of the provisions of this MOU, the non-defaulting PARTIES shall have the 8 option to terminate this MOU upon thirty(30) days' prior written notice to the other PARTIES. 9 C. This MOU may only be amended in writing at any time by the consent of all PARTIES. 19 No amendment shall have any force or effect unless executed in writing by all PARTIES. 11 D. PARTIES shall comply with all applicable federal, state, and local laws, statues, 12 ordinances and regulations in the performance of this MOU. 13 E. Successors in Interest: This MOU shall be binding upon and shall inure to the benefit of 14 the PARITIES hereto and their respective heirs, personal representatives, successors, and assigns. 15 F. Litigation Fees: Should litigation arise out of this MOU for the performance thereof, the 16 court shall award cost and expenses, including attorney's fees, to the prevailing PARTY. 17 G. LegalAuthority: AUTHORITY and CITIES hereto consent that they are authorized to 18 execute this MOU on behalf of said PARTIES and that, by so executing this MOU, the PARTIES hereto 19 are formally bound to the provisions of this MOU. 20 H. Severability: If any term, provision, covenant or condition of this MOU is held to be invalid, 21 void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of 22 this MOU shall not be affected thereby, and each term, provision, covenant or condition of this MOU shall 23 be valid and enforceable to the fullest extent permitted by law. 24 I. Counterparts of MOU: This MOU may be executed and delivered in any number of 25 counterparts, each of which, when executed and delivered shall be deemed an original and all of which 26 together shall constitute the same agreement. Facsimile signatures will be permitted. 7 MEMORANDUM OF UNDERSTANDING NO. C-3-2925 1 J. Force Maieure: Any PARTY shall be excused from performing its obligations under this 2 MOU during the time and to the extent that it is prevented from performing by an unforeseeable cause 3 beyond its control, including but not limited to: any incidence of fire, flood; acts of God; commandeering 4 of material, products, plants or facilities by the federal, state or local government; pandemic; national fuel s shortage; or a material act or omission by any other PARTY; when satisfactory evidence of such cause 6 is presented to the other PARTIES, and provided further that such nonperformance is unforeseeable, 7 beyond the control and is not due to the fault or negligence of the PARTY not performing. 8 K. Assignment: Neither this MOU, nor any PARTY's rights, obligations, duties, or authority 9 hereunder may be assigned in whole or in part by any PARTY without the prior written consent of all other 10 PARTIES in their sole and absolute discretion. Any such attempted assignment shall be deemed void 11 and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent 12 assignment, nor the waiver of any right to consent to such subsequent assignment. 13 L. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to .14 authorize or require any PARTY to issue bonds, notes or other evidence of indebtedness under terms, in H amounts, or for purposes other than as authorized by local, state or federal law. 16 M. Governing Law: The laws of the State of California and applicable local and federal laws, 17 regulations and guidelines shall govern this MOU. 18 / 1.9 / 20 / 21 22 23 / 24 / 25 / 26 / I g i i I I MEMORANDUM OF UNDERSTANDING NO. C-3-2925 I N. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this 2 MOU are to be directed as follows: 3 To CITY OF IRVINE: To AUTHORITY: a City of Irvine Orange County Transportation Authority 1 Civic Center Plaza 550 South Main Street `' Irvine, CA 92606 P. 0. Box 14184 Orange, CA 92863-1584 8 Attention: Oliver C. Chi Attention: Luis Martinez 9 City Manager Senior Contract Administrator 10 Tel (949) 724-6246 Tel: (714) 560-5767 II Email: cm cif ofjrvine.org Email: Imartinez1 octa.net 12 With a copy that shall not constitute Notice to: 13 Cc: Ivy Hang 14 Senior Transportation Analyst 1' Tek (714) 560-5684 16 Email: ihang(cbocta.net 17 To CITY OF SANTA ANA: 18 City of Santa Ana 14 20 Civic Center Plaza 20 Santa Ana, CA 92701 21 Attention: Alvaro Nunez 12 City Manager 23 Tel: (714) 647-5200 24 Email: thatch(dsanta-ana.org 2; 26 9 MEMORANDUM OF UNDERSTANDING NO, G-3-2925 1 O. Successors and Assigns: The provisions of this MOU shall bind and inure to the benefit 2 of each of PARTY hereto, and all successors or assigns of any PARTY hereto. 3 This MOU shall continue in full force and effect until all terms and conditions of this MOU are 4 implemented, unless terminated earlier by written consent of all the PARTIES. The above understandings are a guide to the intent and policies of the PARTIES to this MOU. 6 This MOU shall be effective upon execution by all PARTIES. 7 / x / 9 / 10 / 11 / 12 / .13 / .14 / 15 / 16 f l7 / 18 / 19 / 20 J 21 f 22 J 23 J 24 J 25 J 26 J 10 MEMORANDUM OF UNDERSTANDING NO. C-3-2926 1 IN WITNESS WHEREOF,the PARTIES hereto have caused this Memorandum of Understanding 2 No. C-3-2925 to be executed on the date first written above. 3 CITY OF IRVINE ORANGE COUNTY TRANSPORTATION AUTHORITY 4 5 By: By: G Oliver C. Chi Darrell E. Johnson City Manager Chief Executive Officer 7 8 ATTEST: 9 10 By —_ 11 Carl Petersen City Clerk 12 13 APPROVED AS TO FORM: APPROVED AS TO FORM: .14 By: By: l5 Jeff Melching James Donich 16 City Attorney General Counsel 17 is APPROVAL. RECOMMENDED: 1.9 N a b I I Saba Da e:2025 05 0511 35:06 Saba 21) By. --1. -07'00' By: Nabil Saba Kia Mortazavi 21 Executive Director, Public Works Agency Executive Director, Planning 22 23 24 25 26 �� i MEMORANDUM OF UNDERSTANDING NO. C-3-2925 1 IN WITNESS WHEREOF,the PARTIES hereto have caused this Memorandum of Understanding 2 No. C-3-2925 to be executed on the date first written above. 3 CITY OF SANTA ANA 4 �. By: Alvaro Nunez r, City Manager 7 ATTEST: 9 10 B Y 11 Jennifer L all Cit C 12 13 APPROVED AS TO FORM: 1-1 15 By: Jonathan T. Martinez 16 Assistant City Attorney 17 APPROVAL RECOMMENDED: 18 Digitally signed by Nabil Saba Nabil Saba Date:2025.05.05 1 1:33:19 19 By: Nabil Saba 2f1 Executive Director, Public Works Agency 21 27 23 24 2; 26 12 MEMORANDUM OF UNDERSTANDING NO. C-3-2925 OCTA EXHIBIT A. AMENDMENT TO THE MPAH (letter from city) MEMORANDUM OF UNDERSTANDING NO. C-3-2925 QCTA EXHIBIT B: SUMMARY OF MPAH AMENDMENT APPRECIABLE IMPACTS AND TRAFFIC SHARE Buildout IM"PAH LOS Current Amendment Peak MPAH to ! l Difference r' r rLOS Share* Flower AM 0.84 D 0.84 D 0.0 Street at Segerstrom Santa Ana 1.1 Avenue PM 1.02 E 0.97 E -0.05 Flower AM 0.91 E 0.86 D -0.05 Street at MacArthur Santa Ana 1.0% Boulevard PM 0.88 D 0.88 D 0.0 Source- IRC Vision Plan 2018 Traffic Study Update Alternative Analysis, Final, June 2019 *Fair-share percentage is shown for informational and comparison purposes only. MEMORANDUM OF UNDERSTANDING NO, C-3-2925 OCTA EXHIBIT C, Amendment to the Master Plan of Arterial Highways Staff Report to the OCTA Board of Directors dated April 10, 2023 MEMORANDUM OF UNDERSTANDING NO. C-3-2925 OCTA EXHIBIT D: Impacted Intersections Share Cost Allocation The table below identifies mitigation improvements agreed upon by all PARTIES. These improvements are not meant to be prescriptive. If a PARTY can identify an alternative improvement which meets the overall objective of achieving and/or maintaining the pre-Amendment to the MPAH ICU, then those improvements can be considered an acceptable alternatives and implemented as a substitute solution if agreed upon by the appropriate PARTY(IES). Total Improvement Intersect • . . -nt Cost Share Share Cost . • Flower Street at Segerstrom Add Westbound o $3,384,000 x 0.011 = Avenue Right-Turn Lane $3,384,000 1.1 /o $37 224 Santa Ana Flower Street at MacArthur Add Eastbound $4,507,000 x 0.01 Boulevard Right-Turn Lane $4,507,000 1•©% $46,070 Santa Ana FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF THE 1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE THIS FIRST AMENDMENT ("Amendment") to the above-referenced Restatement is entered into and shall be effective on this day of , 2025 by and between the City of Santa Ana, hereinafter referred to as "Santa Ana," and the City of Irvine, hereinafter referred to as "Irvine." Santa Ana and Irvine are collectively referred to as the "Parties." RECITALS A. WHEREAS, on November 24, 1992 the Parties entered into an Agreement entitled "Implementation of Roadway and Interchange Mitigation Program for EIR 88-ZC- 0087" ("1992 Agreement."). B. WHEREAS, on July 13, 2010 Irvine certified an Environmental Impact Report for certain General Plan Amendments and Zone Changes that are collectively known as the "IBC Vision Plan." That same evening, Irvine approved the General Plan Amendment for the IBC Vision Plan, and conducted a first reading for the Zone Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted a second reading for the Zone Change for the IBC Vision Plan. The IBC Vision Plan is hereinafter referred to as the "Project." The Project is generally bounded by the former Tustin Marine Corps Air Station (MCAS) to the north, the San Diego Creek channel to the east, John Wayne Airport and Campus Drive to the south and State Route 55 (SR- 55) to the west. The Project is bordered by the cities of Newport Beach, Santa Ana, Costa Mesa and Tustin. The Project includes and/or contemplates (i) an increase in total units in the Irvine Business Complex ("IBC") from 9,401 units to 15,000 units, and (ii) a reduction of 2,715,062 square feet of nonresidential development (measured in office equivalency). In addition, a total of 2,038 density bonus units could be allowed (and are therefore assumed as part of the Project) in accordance with state law, resulting in a total of 17,038 units; and C. WHEREAS, the Project involves the same land area - the IBC - that was the subject of certain Irvine General Plan Amendment and Irvine Zoning Code Amendments Page 1 of 4 project, together with a mitigation fee program and an Environmental Impact Report ("IBC EIR"), for which approvals and certifications were completed by 1992 (collectively, the "1992 Entitlements"); and D. WHEREAS, in connection with the 1992 Entitlements, the Parties entered into the 1992 Agreement, which outlines the Parties' roles and responsibilities in implementing certain transportation improvements identified in the 1992 Entitlements; and E. WHEREAS, on March 21, 2011, the Parties entered into an Amendment and Restatement of the 1992 Agreement ("Restatement") which superseded in its entirety the 1992 Agreement. A true and correct copy of the Restatement is attached hereto as Exhibit "A;" and F. WHEREAS, the Restatement may be amended upon the mutual consent of both Parties; and G. WHEREAS, on April 19, 2022, and as contemplated under Section 4 of the Restatement, Santa Ana conducted a general plan update/amendment which identified the following two(2)traffic operational improvement projects located in Irvine or part of Implementation of Roadway and Interchange Mitigation Program for El R 88- ZC-0087 (collectively referred to as the "Improvements"): (1) Dyer/Pullman to Red Hill (widen to 8 lanes from a point commencing just east of the SR-55 freeway northbound direct connector on-ramp to Redhill- Dyer/Barranca) (individually referred to as the "Roadway Improvement"); and (2) Von Karman/Barranca (convert one westbound thru lane into a shared thru-right lane) (individually referred to as the as the "Von Karman/Barranca Improvement"). The Parties now wish to amend the Restatement in order to define the Parties' respective funding responsibilities regarding the Improvements identified in the 2022 general plan update. NOW THEREFORE,forgood and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the Parties hereby amend the Restatement and agree as follows: 1. SECTION 2.13., Funding Responsibilities, is hereby amended to include additional language within this Section 2.D: Page 2 of 4 (a) Roadway Improvement: Irvine shall be responsible for 77% of the total cost of this Improvement and Santa Ana shall be responsible for 23% of the total cost of this Improvement. (b) Von KarmanlBarranca Improvement: Santa Ana shall not be responsible for any costs of this Improvement, or similar improvement that results in acceptable Level of Service (LOS) at this location. 2. SECTION 2.E., Lead Agency Responsibilities, the first paragraph only of Section 2.E. is hereby amended in its entirety and replaced with the following language: "Except as otherwise provided in Section 3 of this Agreement, Santa Ana shall be the Lead Agency for the Roadway Improvement. All design plans and environmental documentation for the Roadway Improvement that is prepared by or on behalf of Santa Ana as Lead Agency shall be subject to approval by Irvine, which approval shall not be unreasonably withheld or delayed. Santa Ana shall be the Lead Agency with regard to the Overcrossing Improvement. All alignment and design plans and environmental documentation for the Overcrossing Improvement that are prepared by or on behalf of Santa Ana as Lead Agency shall be subject to approval by Irvine, which approval shall not be unreasonably withheld or delayed. 3. SECTION 2.11-11., Cooperation, is hereby amended in its entirety and replaced with the following language: "The Parties shall cooperate in the implementation of this Agreement. In particular, Irvine will: (1) retain the Overcrossing Improvement and the Roadway Improvement in the County's Master Plan of Arterial Highways (MPAH), (ii) support Santa Ana in any application for grant funding for any and all Improvements described in this Restatement, as amended, and (iii) support Santa Ana in requesting that Orange County Transportation Authority (OCTA) include the Overcrossing Improvement as part of the SR55 freeway widening project. Similarly, Santa Ana will: (1) support Irvine in any application for grant funding for the Roadway Improvement. 4. Except as modified by this First Amendment, all terms and conditions of the Restatement shall remain in full force and effect. [signatures appear on following page] Page 3 of 4 CITY OF SANTA ANA: ATTEST: CITY OF SAN ANA :3 Jennifer . Ha Alvaro Nunez Cit I� City Manager APPROVED AS TO FORM RECOMMENDED FOR APPROVAL SONIA R. CARVALHO City Attorney By: Jonathan T. Mr rtinez a a a, P.E. Assistant City Attorney Executive Director Public Works Agency CITY OF IRVINE: ATTEST: CITY OF IRVINE Carl Peterson Oliver C. Chi City Clerk City Manager APPROVED AS TO FORM RECOMMENDED FOR APPROVAL By: Jeffrey Melching Luis Estevez City Attorney Acting Director Public Works & Sustainability Page 4 of 4 EXHIBIT A Amendment and Restatement of the 1992 Agreement MAYOR CITY MANAGER Miguel A.Pulldo l S. fu_-• - David N.Ream MAYOR PRO TEM ,'``,.� �'-" � CITY ATTORNEY Claudia C,Alvarez , Joseph W,Fletcher COUNCILMEMSERS tl CLERK OF THE COUNCIL David Benavldes Marla D.Hulzar Carlos Bustamante Whole Martinez CITY OF SANTA ANA Vincent F.Sarmiento Sal Tinajerc PUBLIC WORKS AGENCY M-21 P.O.Box 1988 Santa Ana, California 92702 May 20, 2011 Ms. Shohreh.Dupuis Manager of Transit and Transportation City of Irvine P. 0. Box 19575 Irvine, CA 92623-9575 Dear Ms Dupuis: SUBJECT; IBC AGREEMENT AMENDMENT Attached is the executed "Amendment to and Restatement of the 1992 Agreement between the Cities of Santa Ana and Irvine" for the Irvine Business Complex Vision Plan. The agreement was approved by the Santa Ana City Council on March 21, 2011, We appreciate your cooperation in the preparation and execution of the agreement. Please contact me at(714) 647-5659 if you have any questions, Sincerely, George Alvarez g z City Engineer Public Works Agency Attachment c: Manuel Gomez, City of Irvine Raul Godinez,Director of Public Works M A-2011-067 AMENDMENT TO AND RESTATEMENT OF THE 1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE 1 54- THIS AGREEMENT ("Agreement") entered into and shall be effective on this � f day of ` T 2011 by and between the City of Santa Ana, hereinafter referred to as "Santa Ana," and the City of Irvine, hereinafter referred to as"Irvine." Santa Ana and Irvine are collectively referred to as the "Parties," This AGREEMENT replaces and supersedes in its entirety that certain agreement dated November 24, 1992 by and between the Parties titled "Implementation of Roadway and Interchange Mitigation Program for EIR 88-ZC-0087" ("1992 Agreement."). A true and correct copy of the 1992 Agreement is attached hereto as Exhibit"A." RECITALS .._ _.... .. .._._. . . EREAS, on July I- —2-010--frvine certified ail Environmental impact Report for certain General Plan Amendments and Zone Changes that are collectively known as the "IBC Vision Plan." That same evening, Irvine approved the General Plan Amendment for the IBC Vision Plan, and conducted a first reading for the Zone Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted I I a second reading for the Zone Change for the IBC Vision Plan. The IBC Vision Plan is hereinafter referred to as the "Project." The Project is generally bounded by the former Tustin Marine Corps Air Station (MCAS) to the north, the San Diego Creek channel to the east, John Wayne Airport and Campus Drive to the south and State Route 55 (SR-55) to the west. The Project is bordered by the cities of Newport Beach, Santa Ana, Costa Mesa.and Tustin, The Project includes and/or contemplates (J) an Increase in total units in the Irvine Business Complex ("IBC") from 9,401 units to 15,000 units, and (11) a reduction of 2,715,062 square feet of nonresidential development (measured in office equivalency), In addition, a total of 1,191 density bonus units could be allowed (and are therefore assumed as part of the Project) in accordance with state law, resulting in a total of 16,191 units; and B. WHEREAS, a Traffic Impact Study (TIS) has been prepared for the Project that identifies Project related impacts and corresponding pro-rata funding fair-shares for the following intersections and roadway segment in Santa Ana: Bristol Street at Segerstrom Intersection -- 12.7% • Main Street at Dyer Road Intersection--21% • Grand Avenue at Warner Avenue Intersection T 15.8% I • MacArthur Boulevard widening from Main Street to SR55--31.1% Each intersection and roadway segment listed above shall hereinafter be e to j�#r Jmpact" and collectively be referred to as "Project Impacts,"" and the corresponding p � p g pro-rats funding fair-shares shall hereinafter be referred to as "Improvement Fair Share Contributions"; and C,-WHEREAS,-Santa Ana-currently-has-no fee-program designed-to-coil ectjee�s for - - the mitigation of any of the Project Impacts; and D. WHEREAS, the Project involves the same land area—the IBC--that was the subject of certain Irvine General Plan Amendment and Irvine Zoning Code Amendments project, together with a mitigation fee program and an Environmental Impact Report (9BC EIR"), for which approvals and certifications t were completed by 1992 (collectively, the "1992 Entitlements"); and E. WHEREAS, in connection with the 1992 Entitlements, the Parties entered into the 1992 Agreement, which outlines the Parties' roles and responsibilities in implementing certain transportation improvements Identified in the 1992 Entitlements; and F. WHEREAS, the 1992 Agreement may be amended upon the mutual consent of both Parties; and G. WHEREAS, this Agreement is intended to, and does, restage.In full and supersede the 1992 Agreement. E IOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby amend and restate in full the 1992 Agreement in full as follows: i 1. Limit on new development in the IBC The parties hereto agree that Irvine will not issue building permits for development in the IBC which would cause the total development in the IBC (existing development plus development occurring after the date of this Agreement) to exceed 61,000,000 square feet of office equivalency development (as defined in the Irvine Zoning Code) until after the t following street improvements., located In the City of Santa Ana; have been completed: I (a) The widening of Dyer Road to eight (8) lanes from a point commencing just east of the SR-55 freeway northbound direct - -- -,-- _.connector on-rampto and includ.ing_.the__Redhlll - Dyer/Barranca .. . .__ ._. Avenue intersection, as provided in the IBC EIR mitigation measures, hereinafter referred to as the "Roadway Improvement". (b) An Alton Avenue overcrossing of the SR-55 Freeway, hereinafter I referred to as the "Overcrossing Improvement". If, notwithstanding Irvine's agreement to limit the issuance of building permits as set forth herelnabove, the total development In the IBC exceeds 51,000,000 square feet prior to the completion of the Roadway Improvement and Overcrossing Improvement; A. Irvine shall pay to Santa Ana Irvine's share of the Total Costs (as defined in Section 2 herein below) of the Overcrossing Improvement, to the extent such Total Cost remain unpaid. Any amounts received by Santa Ana pursuant to this paragraph shall be expended by Santa Ana in accordance with Section 3 herein below. As of the date of this agreement, Irvine has issued building permits in the IBC for 41,671,636 square feet of office equivalency development. B. Irvine shall deposit the Total Costs (as defined in Section 2 herein below) i of the Roadway Improvement, to the extent such Total Costs remain outstanding, in an interest bearing account In a financial institution acceptable to both Irvine and Santa Ana. Irvine shall not withdraw any of the principal of such amount except in connection with the design and construction of the Roadway Improvement, Including but not limited to alignment.studies, necessary environmental documentation, land acquisition costs, costs of design and construction, and administrative staff costs related to the Roadway Improvements. 2. Responsibilities of the Parties A. "Total Costs" defined. The term "Total Costs" means all costs incurred in the design and construction of an improvement (i.e., the Roadway Improvement or the Overcrossing Improvement), including, but not limited - - - - -— o;- costs of'prepaPation of envi�omm �tal documentation, costs of land acquisition (including any costs incurred in any eminent domain action), costs of desigrtand construction, and Santa Ana's administrative staff costs, so long as such administrative staff costs related to Roadway Improvement do not exceed 5% of the Total Costs (excluding administrative staff costs) of the improvement ("Improvement Work"), i B, To assist in minimizing Total.Costs of Roadway Improvement, Santa Ana shall consider and process for approval a reduction of otherwise required landscape setbacks during the right of way acquisition phase of the project if, absent such reduction, the taking of buildings would be necessary to. construct the Roadway Improvement. Irvine will mitigate parking losses incurred by any parcels affected by partial acquisitions by the addition of onsite parking spaces through reconfiguration of the site., or by.acquisition and development of adjacent real estate for parking. All parking mitigation plans will be subject to the approval of Santa Ana. C, "Lead Agency" defined, As used herein, the torm "Lead Agency" means the city (Irvine or Santa Ana)which is responsible for undertaking the Improvement Work, either through its own employees or through independent contractors, except as otherwise provided herein below. D. Funding responsibilities, Irvine shall be responsible for 100% the Total Cost of the Roadway Improvement, less any portion the Total Costs of the Roadway Improvement for which any entity other than Santa Ana assumes responsibility. Irvine will support City of Santa Ana's effort in obtaining local, state and federal grants for the,Overcrossing Improvement. Irvine and Santa Ana shall each be responsible for 50% of the Total Costs of the Overcrossing Improvement; provided, however, that if any entity(ies) and/or grant funds other than Irvine or Santa Ana i contribute(s) to the I otal Costs othe vet rcros'sing Improvement ("Third Party Contribution(s)"), Irvine's and Santa Ana's contribution shall each be reduced in an amount equal to 50% of said Third Party Contribution(s), -Nothing-herein shall-.-be-construed-to-restrict-the-ability-of Irvine and/or— - --- Santa Ana to obtain funds to meet their funding responsibilities hereunder through the imposition of development fees or such other revenue measures (collectively "Development Fees") as may be deemed appropriate by Irvine and/or Santa Ana, and said Development Fees shall not be deemed to be Third Party Contributions. i Irvine shall have no responsibility to contribute in any way to the mitigation I of the Project Impacts (as defined in Recital 8 above), whether through the payment of the Improvement Fair Share Contribution (as defined in Recital B above) or otherwise. Responsibility for mitigation of the Project Impacts shall belong to Santa Ana or such other entities (other than Irvine) as may assume responsibility to mitigate the Project Impacts. E. Lead A ency Responsibilities. Except as otherwise provided in Section 3 of this Agreement, Irvine shall be the Lead Agency for the Roadway Improvement, provided, however, that to the extent that Irvine is unable to acquire land necessary for the Roadway Improvement due to Irvine's inability to apply its powers of eminent domain to properties located within Santa Ana, Santa Ana shall assume Lead Agency responsibilities with respect to such land acquisition. All design plans and environmental documentation for the Roadway Improvement that is prepared by or on behalf of Irvine as Lead Agency shall be subject to approval by Santa Ana, which approval shall not be unreasonably withheld or delayed; provided, however, that Santa Ana may require all design plans to conform to Santa Ana design standards in effect at the time such plans are.submitted. Santa Ana shall be the Lead Agency with regard to the Overcrossing Improvement. All alignment and design plans and environmental documentation for the Overcrossing Improvement that are prepared by or on behalf of Santa as Lead Agency shall be subject to approval by Irvine, which approval shall not be unreasonably withheld or delayed. Santa Aria shall-indernnlfy; defend and hold-frvidC its City Council i members, officers, officials, employees, agents and representatives harmless from and against any and all actions, claims, demands, judgments, attorneys fees, costs, damage to persons or property, penalties, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the negligent acts or omissions of Santa Ana in connection with the design, construction or ! maintenance of the Roadway Improvement or Overcrossing Improvement, 1 Irvine shall indemnify, defend and hold Santa Ana, its City Council members, officers, officials, employees, agents and representatives harmless from and against any and all actions, claims, demands, judgments, attorneys fees, costs, damage to persons or property, penalties, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the negligent acts or omissions of Irvine in connection with the design, construction or maintenance of the Roadway improvement or Overcrossing Improvement; provided, however, that upon completion of the. Roadway Improvement, and upon satisfactory completion of inspection by appropriate personnel for the City of Santa Ana, Irvine shall dedicate or convey the Roadway Improvement in its entirety to Santa Ana (to the extent necessary), and shall thereafter have no further liability or responsibility to Santa Ana in connection with the improvement Work on the Roadway Improvement, However, Irvine shall cooperate with Santa Ana in the prosecution of any required construction defect claims in regard to the Roadway Improvements, f, Payment of costs. Irvine shall reimburse Santa Ana for any portion of the Total Costs of the Roadway Improvement incurred by Santa Ana if Santa Ana acts as Dead Agency, subject to the restrictions and limitations contained in this Agreement, as follows; i i Santa Ana shall invoice Irvine not more than once monthly for costs incurred since the previous invoice. Each invoice shall be accompanied-by adetaried-statemerit"of the nature of'the costs incurred. Each proper invoice shall be paid by Irvine within thirty (30) days of receipt. The parties agree to meet and confer in good faith to resolve any dispute over any invoice or the need and necessity of any costs incurred. With regard to any action in eminent domain undertaken by Santa Ana in the implementation of I this Agreement, Santa Ana may require commercially reasonable advance payments from Irvine at such times as Santa Ana i determines to be appropriate to discharge its responsibilities in such action. The provisions of this paragraph may be modified by the mutual agreement of the City Managers of Irvine and Santa Ana, G. Monitoring of Building Permits. Irvine shall monitor the extent of development authorized by the issuance of building permits in the IBC and submit annual reports to Santa Ana, The Annual Report shall indicate the gross square feet of development authorized by building permits issued for development in the 113C. H. Cooperation. The Parties shall cooperate in the implementation of this Agreement. In particular, Irvine will: (1) retain the Overcrossing Improvement and the Roadway Improvement in the County's Master Plan of Arterial Highways (MPAH), (h) support Santa Ana in any application for grant funding for the Overcrossing Improvement, and (iii) support Santa Ana in requesting that Orange County Transportation Authority (OCTA) include the Overcrossing Improvement as part of the SR55 freeway widening project. Similarly, Santa Ana will: (J) support Irvine in any application for grant funding for the Roadway Improvement. 3. Payment by Irvine to Santa Arta of Irvine's sharer 1 A. Overcrossing Improvement. If Santa Ana does not have available funds necessary to enable it to perform its funding obligation for the Overcrossing._lrnprovement at.such tirm as Irvi.nsis.prepared to.provide . funds for the completion of the Overcrossing Improvements, the City Managers of Irvine and Santa Ana shall defer the construction of the Overcrossing Improvement to a mutually agreeable date, provided, however, in the event that parties can not mutually agree upon a deferred date, Irvine may choose to pay Santa Ana the amount of its obligations for the completion of the Overcrossing Improvement in order to be relieved and would in that event, notwithstanding any other provision of this Agreement, be permitted to issue building permits for development in excess of 51,000,000 square feet in the IBC, B. Amount of payments. The payment due to Santa Ana from Irvine pursuant to this section shall be the estimated Total Cost of the Overcrossing Improvement as agreed between Irvine and Santa Ana, to the extent of the work that remains to be done, at the time payment is made, C. Use of funds by Santa Ana. Any funds received by Santa Ana from Irvine pursuant to this section for the Overcrossing Improvement shall be maintained in a separate fund by Santa Ana, which fund shall be used solely for the completion of the Overcrossing Improvement. 4, Amendment of Santa Ana General Plan, Santa Ana shall process a General Plan Amendment, as necessary to accommodate the Roadway Improvement (the "GPA"). The Parties acknowledge that as part of the GPA, Santa Ana may alter its current designations for Dyer Road outside the area of the Roadway Improvement. Irvine shall not object to any portion of the GPA that is consistent with this Paragraph 4. Until Santa Ana amends its General Plan to accommodate the Roadway Improvement, or certifies to Irvine that the Santa Ana General Plan accommodates the Roadway Improvement, Irvine shall have no obligation to fund the Roadway Improvement. 5, Covenant Not to Sue. Each Party, and its respective agents, officers, employees, representatives and assigns hereby agrees and covenants that this Agreement forever satisfies any past, present, or future claims which the Party, _..__._ _a.r.1ts-age-nts�offlcers, em-pioyees;representatives ar assigns h d, has or may_ _ _ . -- -. '- have against the other Party or its agents, officers, employees, representatives, and assigns arising out of the IBC Vision Plan, the 1992 Entitlements and the 1992 Agreement. Each Party hereto covenants not to file any future legal actions of whatever kind or nature against the other Party regarding any claim in connection with the IBC Vision Plan, the 1992 Entitlements and the 1992 Agreement, whether such claim is known or unknown, suspected or unsuspected, fixed or contingent. 6. Waiver of Civil Code Section 1542. With regard to matters arising From or related to IBC Vision Plan, the 1992 Entitlements and/or the 1992 Agreement, each of the Parties hereto expressly waives any and all rights that they may have under Civil Code section 1542 ("Section 1542") or any Federal or State statutory right, rules or principles of common law or equity or those of any other jurisdiction, government or political subdivision thereof, similar to Section 1542("Similar Provision"). Thus, no Party hereto may invoke the benefit of Section 1542 or any Similar Provision in order to prosecute or assert in any manner any claim released hereunder that arises from or relates to the 1BC Vision Plan, the 1992 Entitlements and/or the 1992 Agreement. Section 1542 provides that; "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially effected his settlement with the debtor. " Santa Ana Initials; Irvine initiaK 7. Integration. This Agreement represents the entire understanding of the Parties hereto. No prior or contemporaneous oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. This Agreement may not be altered, amended, or modified except by mutual consent of the Parties hereto through a written instrument. 8. California Law. This Agreement shall be construed and interpreted both as to its validity and as to the performance of the Parties in accordance with the laws of 9. Execution and Counterparts. This Agreement may be executed and delivered in j any number of counterparts or copies ("Counterpart") by the Parties hereto. 1 O.Authority to Execute. Each person executing this Agreement on behalf of a Party-hereto warrant that he or she is duly authorized to execute this Agreement s on behalf of said Party and that by so executing this Agreement, each Party formally binds itself to the provisions of this Agreement. Each person executing this Agreement further acknowledges that he or she has obtained all necessary and legally required approvals for entry into this Agreement from legislative or governing boards and that such legislative or governing board has adopted a resolution, motion, ordinance or other action pursuant to State law and Its own bylaws or ordinances for approval of this Agreement. 11.Notices. Every notice, demand, request, annual report, or other document or instrument delivered pursuant to this Agreement shall be in writing and shall either be personally delivered, sent by Federal Express or other reputable over- night courier, sent by facsimile transmission with the original subsequently delivered by any other means authorized herein, or sent by certified United States mail, postage prepaid, return receipt requested, to the address set forth below for the applicable Party, or such other address as Parties may designate from time to time: To the City: City of Irvine City Hall One Civic Center Plaza P.O. Box 19575 Irvine, CA 92713 Attn: City Manager CC" Director of Community Development Director of Public Works Telephone: (714) 724-6000 Fax: 714) 724-6075 To the City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Manager cc: Executive Director of planning and Building Executive Director of public Works Telephone: (714) 647.6900 Fax: (714) 647-6951 12.5everability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 13,Amendment and Restatement; This Agreement amends and restates, and thereby supersedes in full, the 1992 Agreement. i IN WITNESS WHEREOF, the Parties hereto have executed this Amendment To and Restatement Of the 1992 Agreement as set forth below. "Irvine" "Santa Ana" TA CITY OF IR CITY OF By S A By: Z,1-7r : M. . Sukhee' Kang, MWor David N. Ream, City Manager APPROV A T FORM: APPROVED AS TO FORM: By: By: Philip kD.. hn City Attorney City Attorney ATTEST: ATTEST: By: Ot By: SharkApodac6 City Clerk of the City of Irvine Clerk of the Council,�`— Ana