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1985-1015_ORANGE , COUNTY OF_2nd Amd & Rstd Jt Exercise of Powers Agr LAW OFFICES NOSSAMAN, GUTHNER, KNOX & ELLIOTT, LLP WALTER L NOSSAMAN SUITE 1000 JOHN T HNOX (1888-1964) 18101 VON HARMAN AVENUE WARREN G ELLIOTT WILLIAM E. GUTHNER. Ja. IRVINE, CALIFORNIA 92612-0177 OF COUNSEL (1932-1999) TELEPHONE (949) 633-7000 FACSIMILE (949) 833-7078 SAN FRANCISCO WASHINGTON, 0 C THIRTY-FOURTH FLOOR SUITE 370-S 50 CALIFORNIA STREET 601 13" STREET N W SAN FRANCISCO, CA 94111-4707 MONICA M. LAWRENCE WASHINGTON 83 C 20005 (4 15) 396-3600 DIRECT DIAL NUMBER )202) 763-]412 )949) 477 7625 LQi ANGE-LES EMAIL mlawrence@nossaman.cOm SACRAMENTO THIRTY-FIRST FLOOR March 2703 SUITE 1000 445 SOUTH FIGUER OA STREET arc , 20 915 L STREET LOS ANGELES, CA 90071-1602 SACRAMENTO. CA 95814- 05 (21 3) 612-0800 (916) 442-8888 REFER TO FILE NUMBER VIA OVERNIGHT DELIVERY Meg Monahan, CMC City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Foothill/Eastern& San Joaquin Hills Transportation Corridor Agencies' Second Amended and Restated Joint Exercise of Powers Agreements Dear Ms. Monahan: Enclosed for your records are the above-referenced Agreements, fully executed by all acting member agencies (Rancho Santa Margarita and County of Orange have not adopted Agreement(s)). The Corridor Agencies have retained both Agreements with original execution signatures for all acting member agencies. As we previously discussed, these Agreements replace the "redlined" versions previously executed by the City. Please contact our office if you have any questions or require further information. Very truly yours, Monica M. Lawrence Paralegal MML Enclosures (2) cc: Transportation Corridor Agencies (w/o enc.) DocmnenO r SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY 222571_7.DOC 11/19/02 1:30 PM TABLE OF CONTENTS Page RECITALS ............................................................. ........................................ ........................I I. DEFINITIONS...........................................................................................................................3 If. PURPOSE AND POWERS.......................................................................................................4 2.1 Agency Created.................................................... ........................... ............ 2.2 Purpose of the Agreement; Common Powers to be Exercised........................................4 2.3 Powers..............................................................................................................................5 111. ORGANIZATION.....................................................................................................................6 3.1 Membership..................................................................... ...............................................6 3.2 Board............................................................... ................................................................6 3.3 Principal Office................................................................................................................7 3.4 Meetings............................................................................................................... ...........7 3.5 Quorum........ ...................................................................................................................7 3.6 Powers and Limitations Thereon................................ ....................................................8 3.7 Minutes ............................................................................................................................8 3.8 Rules ................................................................................................................................8 3.9 Vote or Assent of Parties.................................................. ....................... ......................8 3.10 Officers ............................................................................................................................8 3.11 Committees......................................................................................................................9 3.12 Additional Officers...................................................... ...................................................9 3.13 Bonding Requirement......................................................................................................9 3.14 Status of Officers and Employees....................................................................................9 IV.FEES..........................................................................................................................................9 4.1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties..................9 4.2 Annual Review of Fees..................................................................................................10 4.3 Payment.................................................................................................................. .......10 -i- TABLE OF CONTENTS (cont'd) Page 4.4 Compensation of Agency for Acquisition of Rights-of-Way........................................1 l V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES..............................................................................................................................1 l 5.1 Joint Action with Other Agencies..................................................................................11 5.2 Communications Between Corridor Agencies...............................................................11 5.3 Lending and Borrowing Funds Between Agencies .......................................................12 VI.BUDGET AND DISBURSEMENTS......................................................................................12 6.1 Annual Budget...............................................................................................................12 6.2 Disbursements................................................................................................................12 6.3 Accounts ........................................................................................................................12 6.4 Expenditures Within Approval Annual Budget.............................................................12 6.5 Audit..............................................................................................................................13 VII. SECURITIES.....................................................................................................................13 7.1 Securities........................................................................................................................13 VIII. LIABILITIES.....................................................................................................................13 8.1 Liabilities.......................................................................................................................13 8.2 Hold Harmless and Indemnify................................. ..................................................13 IX.ADMISSION AND WITHDRAWAL OF PARTIES .............................................................14 9.1 Admission of New Parties.............................................................................................14 9.2 Withdrawal.....................................................................................................................14 X. TERMINATION AND DISPOSITION OF ASSETS.............................................................15 10.1 Termination....................................................................................................................15 10.2 Distribution of Property and Funds................................................................................15 XI.MISCELLANEOUS................................................................................................................16 11.1 Amendments..................................................................................................................16 11.2 Notice.............................................................................................................................16 -ii- TABLE OF CONTENTS (cont'd) Page 11.3 Effective Date ................................................................................................................16 11.4 Arbitration......................................................................................................................16 11.5 Partial Invalidity..........—...... ...... ....... .........17 11.6 Successors......................................................................................................................17 11.7 Assignment ....................................................................................................................17 11.8 Execution.......................................................................................................................17 11.9 Third Party Beneficiary..................................................................................................17 -iii- SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY THIS SECOND AMENDED AND RESTATED AGREEMENT is made and entered into, pursuant to Sections 11.1 and 11.3, by and among the following public agencies as of the day of , 200_, the date on which ten or more of the following public agencies executed this Second Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency: a. County of Orange b. City of Aliso Viejo C. City of Costa Mesa d. City of Dana Point e. City of Irvine f. City of Laguna Hills g. City of Laguna Niguel h. City of Laguna Woods i. City of Mission Viejo j. City of Newport Beach k. City of San Clemente 1. City of San Juan Capistrano M. City of Santa Ana RECITALS A. The California State Legislature adopted Chapter 708, Statutes 1984,adding Section 66484.3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways, railways, freeways, and canyons or constructing major thoroughfares. B. The Parties to this Agreement have territorial jurisdiction within the Area of Benefit of the San Joaquin Hills Transportation Corridor, and desire to impose such a fee 222571_7.DOC I pursuant to Government Code Section 66484.3 in order to finance the planning, acquisition and construction of major thoroughfares and bridges in the SAN JOAQUIN HILLS Transportation Corridors. The Parties hereto have the common power to conduct such transportation planning, financing and construction. C. It has been determined by the Parties hereto that it is in the best interests of the respective Parties to join together to administer the funds provided by these fee programs, and to plan, acquire and construct said thoroughfares and bridges. D. Each of the Parties is authorized to contract with each other for the joint exercise of any common power under Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California(the"Joint Powers Act'). With the adoption of Chapter 649, Statutes 1999, the California State Legislature amended the Joint Powers Act to authorize any joint powers authority formed pursuant to the Joint Powers Act to enter into an agreement with other "public agencies" (as defined in the Joint Powers Act)to jointly exercise any power common to the contracting Parties. E. The Parties have determined that is in their best interest to authorize the Agency formed pursuant to this Agreement to exercise the authority provided by the Joint Powers Act to enter into agreement with other pubic agencies for the purpose of jointly exercising any power common to the Agency and any other such public agencies. F. The Parties hereto recognize that,in order to serve the purposes stated herein,the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation,incorporation or other reorganization involving territory claimed or controlled by the Parties hereto. G. The Parties hereto recognize that, in order to serve the purpose stated herein, additional funding other than that received-from the above-described fees must be obtained. Each Party has agreed to cooperate in obtaining additional financing, including, but not limited to, debt financing, assessment districts, special legislation,toll revenue financing, Arterial Highway Financing program funds and other forms of governmental grants-in-aid. H. The Parties hereto entered into this Agreement with the express understanding that the acquisition of rights-of-way and similar property interests necessary for the construction of transportation facilities pursuant to this Agreement shall be accomplished at little or no expense to the members hereto or to the Agency created hereunder. However, it is recognized by the Parties hereto that prior to the execution of this Agreement,the County of Orange,as the sole responsible Party for the administration of the Orange County Major Thoroughfare and Bridge Fee Program,assumed the right and obligation to acquire a certain right of way located in the City of Laguna Beach("Sycamore Hills") in the area of Tentative Tract Map No. 8965 not available for dedication in addition to certain other property,and such right and obligation shall be assumed by the Agency but only to the extent of the aliquot value of such right of way. 1. The Parties hereto recognize that in accordance with the principals of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities. -2- J. It is anticipated by the Parties hereto that any major thoroughfares or bridges constructed pursuant to this Agreement shall comport with those standards for scenic highways set forth in Streets and Highways Code Section 261. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows: 1. DEFINITIONS 1.1 For the purposes of this Agreement,the following words shall have the following meanings: a. "Agreement"means this Second Amended and Restated Joint Exercise of Powers Agreement,as amended from time to time. b. "Agency"means the SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY. C. "Annual Budget"means the approved budget applicable to the expenses of administration of the Agency. d. `Board Members" means those persons serving as members of the Board or their alternates. e. `Board"means the governing body of the Agency. f. "Ex Officio Members" means Board Members who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists. g. "Chief Executive Officer"means the chief operating employee selected by the Board to manage the day-today activities the Agency, including,but not limited to,the appointment and removal of all employees of the Agency except those described in Section 3.11 below. The Chief Executive Officer shall not be an employee of any individual Party. h. "F/E Agency"means the Foothill/ astern Transportation Corridor Agency formed by the parties to the F/E Agreement. i. "F/E Agreement"means that certain Second Amended and Restated Foothill/Eastern Transportation Corridor Agency Agreement. j. "Fiscal Year"means July 1st to and including the following June 30th. k. "Joint Transportation Corridor Agency"has the meaning assigned such term in Section 2.3(m). -3- 1. "Joint Transportation Corridor Agency Agreement"has the meaning assigned such term in Section 2.3(m). in. "Party"means each of the public entities which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, including any public entity executing an amendment of the original agreement as hereinafter provided. n. "Quarter"means July 1st to and including September 30th, October Ist to and including December 31st, January I st to and including March 31 and April I st to and including June 30th. II. PURPOSE AND POWERS 2.1 Agency Created. There is hereby created a public entity to be known as the"SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY." The Agency is formed by this Agreement pursuant to the provision of Article 1, Chapter 5, Division 7, of Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto. 2.2 Purpose of the Agreement; Common Powers to be Exercised. Each Party has the common power to plan for, acquire,construct, maintain, repair, manage, operate, and control facilities for one or more of the following purposes: a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges; b. The power to plan for,acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California Department of Transportation(CALTRANS) and the Federal Highway Administration(FHWA) whenever possible. The purpose of this Agreement is to jointly exercise the foregoing common powers to undertake such studies and planning relative to the San Joaquin Hills Transportation Corridor as may be necessary to establish Areas of Benefit,to recommend to the Parties the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by the Parties pursuant to Government Code Section 66484.3 and to fund,plan, acquire, and construct the major thoroughfares and bridges in the San Joaquin Hills Transportation Corridor. Except for maintenance of the facilities relating to collection of tolls and insuring that the major bridges or thoroughfares constructed pursuant to this Agreement comport to those design elements incorporated into Interstate 280 near the San Francisco Bay Area,the Agency shall not maintain or operate, or incur liability for the maintenance or operation of the facilities constructed pursuant to this Agreement, except as otherwise provided herein. -4- Board planning policy has and shall continue to respond to those various memoranda of understanding, resolutions, minute orders and policy statements of Parties, attached as Exhibit"A"to the prior form of this Agreement and collectively incorporated in the "Issues Inventory Manual"adopted by the Board on August 13, 1987. 2.3 Powers. The Agency shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of the Parties in studying and planning ways and means to provide for the financing,and construction of the San Joaquin Hills Transportation Corridor; b. To make and enter into contracts; C. To contract for the services of engineers,attorneys,planners, financial consultants, and separate and apart therefrom to employ such other persons, as it deems necessary; d. To appoint agents; e. To lease, acquire, construct,manage,maintain and operate any buildings, works or improvements; f. To acquire, hold, or dispose of property by any lawful means, including without limitation, gift, purchase, eminent domain lease, lease purchase or sale; g. To incur debts, liabilities, or obligations subject to limitations herein set forth; h. To receive gifts,contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity, i. To sue and be sued in its own name; j. To apply for an appropriate grant or grants under any federal, state,or local programs for assistance in developing any of its programs; k. To adopt rules, regulations,policies, by-laws and procedures governing the operation of the Agency; 1. To exercise those powers authorized in Chapter 5 (commencing with Section 31100) of Division 17 of the Streets and Highways Code in accordance with Government Code Section 66484.3(f); and M. To enter into a joint powers agreement with any public agency authorized by Government Code Section 6500 et seq. for the purpose of jointly exercising common powers -5- under Government Code Sections 6500 et seq. and 66484.3. Any such agreement with the F/E Agency for the joint planning, financing and construction of major thoroughfares and bridges (a "Joint Transportation Corridor Agency Agreement") shall provide for the formation of a separate authority (a"Joint Transportation Corridor Agency")to carry out the purposes of such Joint Transportation Corridor Agency Agreement. Such Joint Transportation Corridor Agency Agreement shall provide that: (i) the board of directors of such Joint Transportation Corridor Agency shall be composed of one(1)voting member appointed by the legislative body of each city that is a party to either or both this Agreement and the F/E Agreement from time to time,and three (3)voting members from the County of Orange, said members to be the duly elected supervisors for the Third, Fourth and Fifth County of Orange Supervisorial Districts, ,(ii)each such board member shall also have an alternate appointed by the legislative body of the relevant City or the County appointing such board member consistent with this agreement,(iii)not less than two-thirds(2/3) of the members of such board shall constitute a quorum for the purposes of the transaction of business relating to the Joint Transportation Corridor Agency, and(iv) such board may adopt any motion,resolution or order and take any other action they deem appropriate by a vote of the lesser of(a) sixteen(16)such board members, (b)seventy seven percent(77%) of those board members present and qualified to vote,or(c) such lesser number or percentage of votes (but not less than a majority)that is the requisite vote necessary to maintain the tax-exempt status of debt issued by the Joint Transportation Corridor Agency,as supported by an opinion of a nationally recognized bond counsel selected by such board. n. To the extent not herein specifically provided for,to exercise any powers in the manner and according to the methods provided under applicable laws. III. ORGANIZATION 3.1 Membership. The Parties to the Agency shall be the public entities which have executed or hereafter execute this Agreement,or amendment thereto,and which have not,pursuant to the provisions hereof, withdrawn therefrom. 3.2 Board. a. The Board shall consist of the following: (i) one voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3.1 above: The cities of Aliso Viejo, Costa Mesa, Dana Point, Irvine,Laguna Hills, Laguna Niguel, Laguna Woods, Mission Viejo,Newport Beach, San Clemente, San Juan Capistrano, and Santa Ana. (ii) two voting Board Members from the County of Orange, said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Districts. -6- (iii) The Board may, from time to time, appoint additional ex officio members. b. Except for ex officio members, each Board Member shall be a current member of the legislative body of the Party each member represents. C. Each Board Member shall also have an alternate appointed by the legislative body of the Party represented by such Board Member. With the exception of the alternates to the Board Members representing the County of Orange, an alternate Board Member must also be a current member of the legislative body of the Party such alternate represents. An alternate Board Member shall assume all rights and duties of the absent Board Member. d. Each Board Member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a successor is named. Board Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the Party such Board Member represents subject, however,to the provisions of Section 3.2 a.(ii). e. A Board Member shall receive only such compensation from the Agency for his/her services as may be approved by not less than two-thirds(2/3)of the Board Members. f. A Board Member may be reimbursed for expenses incurred by such Board Member in the conduct of the business of the Agency. 3.3 Principal Office. The principal office of the Agency shall be established by the Board and shall be located within the County of Orange. The Board is hereby granted full power and authority to change said principal office from one location to another in the County of Orange. Any change shall be noted by the secretary of the Board under this Agreement but shall not be considered an amendment to this Agreement. 3.4 Meetings. The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each Party. Regular,adjourned, and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Section 54950 et seq.,as amended. 3.5 Quonim. Not less than two-thirds(2/3) of the Board Members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. -7- 3.11 Committees. The Board may,as it deems appropriate,appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings shall be open to all Board Members, unless the presence of Board Members who are not members of such committee would violate the provisions of the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. 3.12 Additional Officers. The Board shall have the power,upon the approval of not less than two-thirds (2/3)of the Board Members,to appoint such additional officers as may be appropriate. Such officers may also be,but are not required to be,officers and employees of a Party. 3.13 Bonding Requirement. The officers or persons who have charge of,handle, or have access to any property of the Agency shall be so designated and empowered by the Board. Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Agency. 3.14 Status of Officers and Employees. All of the privileges and immunities from liability, exemption from laws, ordinances and rules,all pension,relief,disability,workers compensation, and other benefits which apply to the activities of officers, agents, or employees of any of the Parties when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers,agents,or employees appointed by the Board shall be deemed,by reason of their employment by the Board,to be employed by any of the Parties or, by reason of their employment by the Board,to be subject to any of the requirements of such Parties. IV. FEES 4.1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties. On or before the effective date of this Agreement(or, in the case of a new Party, on or before the date on which that Party becomes signatory to this Agreement),each Party shall require by ordinance the payment of a fee as a condition of issuance of a building permit within the Area of Benefit, for the purposes of defraying the actual or estimated cost of constructing major thoroughfares and bridges, in accordance with California Government Code Section -9- 66484.3. Said fee shall be in the form, and in those amounts set forth in the"Major Thoroughfare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastem Transportation Corridors,"attached hereto as Exhibit"A"and incorporated by reference herein. The imposition of said fee by each Party shall be a condition precedent to that Party's participation in the Agency, and each Party covenants to continue the imposition of such fees as required herein and as required by provisions of any applicable bond indentures. 4.2 Annual Review of Fees. At least once annually,the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two-thirds (2/3) of its Members, modify the fee to be imposed by the Parties hereto. Each Party shall impose said revised fee within one hundred twenty (120) days, and if a Party fails to impose said fees,repeals the enabling ordinance or fee requirement or otherwise disables itself from the collection and remittance of said fees to the Agency,on the effective date of any such action or upon expiration of the aforementioned time period, whichever is sooner, such action shall be deemed the withdrawal of that Party from the Agency, subject to the conditions specified in Section 9.2 below. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency has been formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency Agreement may provide that the board of directors of the Joint Transportation Corridor Agency shall be responsible for undertaking the annual or more frequent review of the above-described fee program, and shall have the power to modify the fees to be imposed by the Parties hereto upon approval of such modification by such board of directors in accordance with the terms of the Joint Transportation Corridor Agency Agreement. In such event, each Party shall impose said revised fee as provided herein as if such revised fee had been approved by the Board in accordance with this Section 4.2. 4.3 Payment. Each Party agrees to hold said fees intrust for the Agency,and to pay said fees to the Agency in quarterly payments,within sixty(60)days after the end of each quarter. The Board may authorize an audit of any Party to determine whether said payments of fees accurately reflect each Party's obligations under this Agreement. Unpaid fees shall bear interest at a rate to be determined by the Board. In the event that any Party fails to remit said fees to the Agency, said failure may be deemed by the Board to be a withdrawal of that Party from the Agency subject to the conditions specified in Section 9.2 hereof. In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a Party hereto regarding the appropriate amount of the assessment to the Agency, in accordance with the rules and regulations established by the Agency, which decision shall be final. In the event that any Party hereto becomes a Party to litigation regarding the legality of the fee program,the Board,where it deems appropriate, may defend such action or lend other assistance to said Party in said action. -10- If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency has been formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency Agreement may authorize the Joint Transportation Corridor Agency to manage the funds collected pursuant to said fee program. In such event, each Party agrees (i)to hold said fees in trust for the Joint Transportation Corridor Agency, (ii)to pay such fees to the Joint Transportation Corridor Agency as provided herein with respect to the Agency, (iii) to permit the Joint Transportation Corridor Agency to audit such Party as provided herein with respect to the Agency,and(iv)that in the event any dispute arises as to the amount of fees assessed any person under the fee program, if the Joint Transportation Corridor Agency Agreement so provides, such dispute shall be managed by the Joint Transportation Corridor Agency and its board of directors in the same manner as described in the third paragraph of this Section 4.3 with respect to the Agency. 4.4 Compensation of Agency for Acquisition of Rights-of-Way. When it is within its power to do so,each Party shall be individually responsible for the preservation and acquisition by dedication pursuant to Title 7, Divisions 1 and 2 of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement. Except as provided in Recital H of this Agreement, in the event that a Party fails to acquire these rights-of-way by the above-mentioned means after the route alignment for the San Joaquin Hills Transportation Corridor is established and accepted by the Agency, or fails to preserve such rights-of-way and property interests by the above-mentioned means which were established by the County of Orange prior to such establishment and acceptance by the Agency,that Party shall compensate the Agency for all costs(including attorneys' fees) incurred by the Agency in acquiring said rights-of-way and property interests. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency has been formed as authorized by Section 2.3 of this Agreement,the Joint Transportation Corridor Agency shall be entitled to enforce the respective obligations of each Parry arising pursuant to this Section 4.4. V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5.1 Joint Action with Other Agencies. In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning,coordinating,acquiring, financing,constructing,maintaining,repairing, managing,operating and controlling major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors or other transportation corridors,the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges,when for any purpose otherwise permitted by law, the Board deems it appropriate. 5.2 Communications Between Corridor Agencies. In the event that the agencies described in Section 5.1 above (other than the Joint Transportation Corridor Agency) are formed, the chairman or his designate shall meet with the -11- chairmen, or their designates, of said agencies at least quarterly, for the purpose of coordinating the planning, financing and construction activities of the various agencies. 5.3 Lending and Borrowing Funds Between Agencies. When it is found to be beneficial to the purposes of the Agency and otherwise permitted by law, and serves the general purpose of improving transportation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to or from the agencies described in Section 5.1 above,upon the approval of not less than two thirds(2/3) of the Board Members. The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI. BUDGET AND DISBURSEMENTS 6.1 Annual Budget. The Board shall adopt upon the approval of not less than two thirds(2/3)of the Board Members, an annual budget, for the ensuing fiscal year,pursuant to procedures developed by the Board. 6.2 Disbursements. The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations,policies, procedures and bylaws adopted by the Board. 6.3 Accounts. All funds will be placed in object accounts and the receipt,transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be reported to the Board. 6.4 Expenditures Within Approval Annual Budget. All expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Officer in accordance with the rules, policies and procedures adopted by the Board. Notwithstanding the above,no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar property interests except upon the approval of not less than two-thirds(2/3) of the Board Members. No expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds(2/3)of the Board Members to a revised and amended budget which may, from time to time,be submitted to the Board. -12- 6.5 Audit. The records and accounts of the Agency shall be audited annually by an independent certified public accountant and copies of such audit report shall be filed with the County Auditor, State Controller and each Parry no later than fifteen(15)days after receipt of said audit by the Board. VII. SECURITIES 7.1 Securities. Upon the approval of the Board,the Parties,or the Agency, may participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484.3, including the power to establish one or more community facilities districts under the Mello-Roos Community Facilities District Act of 1982, Government Code Section 53311, et seq.,or any other applicable legislation. Other than the fees specified herein,no funds of a Party shall be utilized as security or as a source for the payment or redemption of any securities of the Agency without the consent of the legislative body of that Party. Upon the approval of not less than two-thirds (2/3)of the Board Members,the Agency may participate in the above-mentioned statutory powers for bond financing of the fees specified herein;provided, however, that the fees collected by any Parry may be excluded as security for or as a source for such financing if the Board, upon the approval of not less than two- thirds(2/3) of its Members, so provides. VIII. LIABILITIES 8.1 Liabilities. The debts, liabilities, and obligations of the Agency shall be the debts, liabilities, or obligations of the Agency alone and not of the Parties,unless expressly specified herein. 8.2 Hold Harmless and Indemnify. Each Party hereto agrees to indemnify and hold the Agency and the other Parties harmless from any liability for damages, actual or alleged,to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying Party or its employees. Where the Agency,the Board itself or its Members' agents or employees are held liable for injuries to persons or property,each Party's liability for contribution or indemnity for such injuries shall b based proportionately upon the fees paid by each Party. In the event of liability imposed upon any of the Parties or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the Parties in the performance of this Agreement, the contribution of the Party or Parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars($100.00). The Party or Parties directly -13- responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the Agency and all other Parties harmless from any liability for personal injury or property damage arising out of the performance of this Agreement. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed,then each Party agrees to hold harmless and indemnify the Joint Transportation Corridor Agency, the board of directors of the Joint Transportation Corridor Agency, and the members of such board of directors of the Joint Transportation Corridor Agency, for all matters within the scope of the indemnities made by the Parties in this Section 8.2 with respect to the Agency,the Board and its Members, to the same extent as such indemnities are made to the Agency, the Board and its Members. IX. ADMISSION AND WITHDRAWAL OF PARTIES 9.1 Admission of New Parties. It is recognized that public entities,other than the original Parties, may wish to participate in the Agency. Additional public entities may become Parties to the Agency upon such terms and conditions, including,but not limited to, financial contributions, as provided by the Board and upon the unanimous consent of the Parties evidenced by the execution of a written amendment to this Agreement,executed by all of the Parties, including the additional Party. 9.2 Withdrawal. It is fully anticipated that each Party hereto shall participate in the Agency until the purposes set forth in Section 2.2 above are accomplished. The withdrawal of any Party, either voluntarily or involuntarily pursuant to Sections 4.2 and 4.3 above,unless otherwise provided by the Board, shall be conditioned as follows: (i) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty(120)days prior to the end of a fiscal year, (ii)the fee program established by the Party pursuant to this Agreement shall remain in effect for a period of at least four(4)years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees, including by way of illustration,but not limitation,bonds which have been issued or authorized for issuance by the Agency, and letters of credit or other reimbursement obligations owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency;(iii) said withdrawal shall not relieve the Party of its proportionate share of any debts or other liabilities incurred by the Agency prior to the effective date of the Party's withdrawal,nor any liabilities imposed upon or incurred by the Party pursuant to this Agreement prior to the effective date of the Party's withdrawal; and(iv) said withdrawal shall result in the forfeiture of that Party's rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. -14- X. TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof as provided in this Section 10.1 or until the Parties shall have mutually rescinded this Agreement; provided,however,that the Agency shall continue to exist for the purposes of disposing of all claims, payment of debt service with respect to bonds which have been issued or which have been authorized for issuance and satisfaction of other covenants contained in the resolution and trust indenture relating to said bonds, reimbursement owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency and satisfaction of other covenants contained in reimbursement agreements with such financial institutions,establishment and collection of tolls and development fees,the maintenance of toll collection facilities and the facility in accordance with the California Department of Transportation agreements, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall occur upon the written consent of all of the Parties,or upon the withdrawal from the Agency of a sufficient number of the Parties to leave less than six Parties remaining in the Agency, or upon transfer of title to the corridor to the California Department of Transportation and full satisfaction of all outstanding financial obligations of the Agency. However, no such termination shall occur until all reimbursement obligations owed to financial institutions securing bonds have been paid and all other financial and contractual obligations of the Agency have been satisfied. 10.2 Distribution of Property and Funds. In the event of the termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each Party or former Part a proportionate share of the contributions made to such properties by such Parties, less previous distributions, if any, provided however that said funds also shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor,to the extent legally possible. In the event of the termination of this Agreement, any funds remaining following the discharge of all obligations shall be disposed of by returning to each Party (excluding withdrawn Parties as provided in Section 9.2 hereof)a proportionate share of such funds equal to the percentage of the contribution made by each Party, less each Party's proportionate share of previous distributions, if any, provided that said funds shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor,to the extent legally possible. -15- XI. MISCELLANEOUS 11.1 Amendments. This Agreement may be amended with the approval of not less than three-fourths (3/4)of all Parties; provided,however, that no amendment may be made which would adversely affect the interests of the owners of bonds, letters of credit or other financial obligations of the Agency. 11.2 Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified,postage prepaid, addressed to the Parties, shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventy-two (72)hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. 11.3 Effective Date. This Agreement shall be effective at such time as this Agreement has been executed by any ten or more of the Parties enumerated in the introduction of this Agreement. 11.4 Arbitration. Any controversy or claim between any two or more Parties, or between any such Party or Parties and the Agency, in respect to the Agency's operations, or to any claims, disputes, demands,differences,controversies, or misunderstandings arising under,out of, or in relation to this Agreement, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith,the rules of the American Arbitration Association shall apply. The Party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Party and the Agency. Such notice shall designate as"respondents" such other Parties as the initiating Parry intends to have bound by any award made therein. Any Party not so designated but which desires to join in the arbitration may,within ten(10)days of service upon it of such notice, file a response indicating its intention to join in and to be bound by the results of the arbitration,and further designating any other Parties it wishes to name as a respondent. Within twenty(20)days of the service of the initial demand for arbitration,the American Arbitration Association, hereinafter referred to as"AAA," shall submit simultaneously to the initiating and to all Parties named as respondents or filing a response therein, an identical list of names and persons chosen from the AAA National Panel of Arbitrators which persons shall be,to the extent possible, persons first in the field of transportation as well as public law. Each Party to the dispute shall have seven(7)days from the mailing date in which to cross off any names indicating the order of his or her preference, and return the list to the AAA. If a Party does not return the list within such time period, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, in accordance with the designated order of mutual preference,the AAA shall invite the acceptance of an arbitrator to serve. If the Parties fail to -16- agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list,the AAA shall have the power to . make the appointment of the arbitrator from other members of the panel without the submission of any additional list. The arbitrator shall proceed to arbitrate the matter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed as authorized by Section 2.3 of this Agreement, then each Party agrees that the arbitration provisions in this Section 11.4 shall apply to any controversy or claim between any such Party or Parties and the Joint Transportation Corridor Agency arising under, out of, or in relation to this Agreement. 11.5 Partial Invalidity. If any one or more of the terms,provisions, sections,promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable,void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,provisions, sections,promises,covenants and conditions of this Agreement shall not be effected thereby and shall be valid and enforceable to the fullest extent permitted by law. 11.6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 11.7 Assignment. The Parties shall not assign any rights or obligations under this Agreement without written consent of all other Parties. 11.8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. 11.9 Third Party Beneficiary. In the event that the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency shall be a third party beneficiary of the provisions of this Agreement creating obligations for the benefit of such Joint Transportation Corridor Agency. -17- IN WITNESS WHEREOF,this Second Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency shall be effective as of the date that not less than three-fourths(3/4)of the Parties listed below have authorized execution hereof, as evidenced by the authorized signatures below,respectively. COUNTY OF ORANGE By: Name: Date: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD: Name: Clerk of the Board of Supervisors Date: APPROVED AS TO FORM: County Counsel By: Deputy Date: -18- ATTEST: CITY OF ALISO VIEJO! Clerk of the City of Aliso Viejo By: / C�.r� �G - & C— Ma} r Dated: 03-OS--03 AP OVED AS O FO RM By: City Counsel ATTEST: CITY OF COSTA MESA Clerk of the City of Costa Mesa By: Mayor By: Dated:' APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF DANA POINT Clerk of the City of Dana Point By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -19- ATTEST: CITY OF ALISO VIEJO Clerk of the City of Aliso Viejo By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF CO ,$T�MESA Clerk of the City of Costa Mesa By: 1/ \ Mayor .0s.a z By: Dated: APPROVED AS TO FORM: By: //tiC� City Counsel ATTEST: CITY OF DANA POINT Clerk of the City of Dana Point By: Mayor By: Dated: APPROVED AS TO FORM: By: City counsel -19- ATTEST: CITY OF ALISO VIEJO Clerk of the City of Aliso Viejo By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF COSTA MESA Clerk of the City of Costa Mesa By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF DANA POINT Clerk of the City of Dana Point By: a r By: Dated: v1 -T APPROVED AS TO FORM: By: City Counsel -19- ATTEST: CITY OZINE Clerk of the City of Irvine By: Gam_ Mayor ated• � - 7- ,2 DO '3 APPR VEDAS F By: i o6def ATTEST: CITY OF LAGUNA HILLS Clerk of the City of Laguna Hills By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF LAGUNA NIGUEL Clerk of the City of Laguna Niguel By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -20- ATTEST: CITY OF IRVINE Clerk of the City of Irvine By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY LS Clerk of the City of Laguna Hills By: ayor Craig Scott By: 60^1 Mary A. garlson, City Clerk Dated: APPROVED AS TO FORM: By: Aw � . City Counsel Lois E. Jeffre ATTEST: CITY OF LAGUNA NIGUEL Clerk of the City of Laguna Niguel By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -20- ATTEST: CITY OF IRVINE Clerk of the City of Irvine By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF LAGUNA HILLS Clerk of the City of Laguna Hills By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF LAGUNA NIGUEL Clerk of the City of Laguna Niguel By: \ Ma or Y. v D APPROV AS TOF By: (1 ity unse ujo+-Z, -20- ATTEST: CITY OF LAG ODS Clerk of the City of Laguna Woods By: yor ByteDated: APPRQVFD AS TO FORM: Y� City Co el UD ATTEST: CITY OF MISSION VIEJO Clerk of the City of Mission Viejo By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF NEWPORT BEACH Clerk of the City of Newport Beach By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel _21_ ATTEST: CITY OF LAGUNA WOODS Clerk of the City of Laguna Woods By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF ISSION YI:17JO Clerk of the City of Mission Viejo By: ,his Mayor By: It— Dated: _ ,� —d'2 APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF NEWPORT BEACH Clerk of the City of Newport Beach By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -21- ATTEST: CITY OF LAGUNA WOODS Clerk of the City of Laguna Woods By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF MISSION VIEJO Clerk of the City of Mission Viejo By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF NEWPORT BEACH Clerk of the City of Newport Beach By: C J / Mayor Dated: u 5 APPRO D AS TO FORM: a s / By: / City Counsel -21- ATTEST: CIT40SA;NMZENTE Clerk of the City of San Clemente By: By: BOE sm C Dated: u►coRA� APPROVED AS TO FORM: 9 FEBRUARY1 PA By: �c`�c ity uns928 el ATTEST: CITY OF SANTA ANA Clerk of the City of Santa Ana By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the City of San Juan Capistrano By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -22- ATTEST: CITY OF SAN CLEMENTE Clerk of the City of San Clemente By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: T SAN Clerk of the City of Santa Ana May B / Date ROV D TO F By: i Rtlocra- ' ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the City of San Juan Capistrano By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel _22_ ATTEST: CITY OF SAN CLEMENTE Clerk of the City of San Clemente By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF SANTA ANA Clerk of the City of Santa Ana By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY O C O Clerk of the City of San Juan Capistrano By: M r Dat : I U1,Q-Ig & �, Zt.tJ APP RO AS O FORM: By: City rdfinsel _22_ 7. STATUS OF NEW DEVELOPMENT APPLICATION RECEIVED AND FILED. (440.10) 8. CLAIM OF PAULINE HOLMES DENIED BASED UPON THE INVESTIGATION AND RECOMMENDATION OF THE CITY'S INSURANCE ADJUSTER,CARL WARREN & COMPANY. (170.70) PUBLIC HEARINGS: None RECESS AND RECONVENE Council recessed at 7:29 p.m. to convene to the San Juan Capistrano Community Redevelopment Agency and Capistrano Valley Water District meetings and reconvened at 7:31 p.m. ADMINISTRATIVE ITEMS H1. CITY MANAGER a. AMENDMENTS APPROVED TO THE JOINT POWERS AGREEMENTS RELATED TO CONSOLIDATION OF THE SAN JOAQUIN HILLS AND FOOTHILUEASTERN TRANSPORTATION CORRIDOR AGENCIES (6050) Project Description: The Foothill Eastern Corridor has consistently exceeded its revenue projections running at 107% above revenue projections. The San Joaquin Hills Corridor has not met it's revenue projections and is at 77% of its revenue projections. One of the agencies that rates the Transportation Corridor Agencies bonds had downgraded the San Joaquin Hills Corridor bonds to a non-investment rating. Following the bond downgrade the San Joaquin Hills Board hired two independent financial consultants to assist the board staff to independently evaluate all financial options available to the agency to establish better long term financial stability and the final conclusion was to consolidate the two agencies. Staff recommends approval of the proposed amendments to the existing joint powers agreements, authorizing consolidation of the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Agency,forming a newjoint powers authority. Adoption of the proposed amendments does not create the consolidated agency, but does establish the legal framework for creation of a new, consolidated agency. The consolidated agency would form, if the San Juan Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency boards vote to proceed with consolidation next year. Written Communication: Report dated November 19,2002, by Julia Silva,Assistant City Manager. City Council Minutes 4 11-19-02 Presentation: George Scarborough, City Manager, reviewed the staff recommendation. Council Comment: Mayor pro tem Gelff did not agree with concept of joining a fiscally sound agency with an agency that is fiscally troubled. Mayor Bathgate supported the recommendation because it would allow for future opportunities to refinance and maintain control over the San Joaquin Hills Toll Road. Council Member Swerdlin supported the consolidation,as the movewould positively impact the local economy. Council Action: Moved by Council Member Swerdlin, seconded by Mayor Bathgate and carried,2-1,to approve the Amendment to the existing Joint Powers Agreement authorizing consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new Joint Powers Authority. ROLL CALL AYES: COUNCIL MEMBERS: Swerdlin and Mayor Bathgate NOES: COUNCIL MEMBERS: Mayor pro tem Gelff ABSTAIN: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Hart and Campbell b. RESOLUTION NO.02-11-19-02 ADOPTED REQUESTING USE OF DIPLOMATIC MEANS TO PERSUADE MEXICO TO REVERSE ITS EXTRADITION POLICY RELATED TO THOSE ACCUSED OF SERIOUS CRIMES IN THE UNITED STATES (660.50) Project Description: Mexico has become a safehaven for individuals who commit crimes in the United States and then flee across the border. In response, the League of California Cities Public Safety Committee met on August 16, 2002, unanimously approving a resolution submitted bythe Cities of Rosemead and South EI Monte that supported and called upon the President and Congress to use all diplomatic means available to persuade Mexico to reverse its current extradition policy toward those accused of crimes that may carry a life in prison or death sentence penalty in the United States. The objective of the proposed resolution is City Council Minutes 5 11-19-02 11/19/2002 AGENDA ITEM H la TO: George Scarborough, City Manager FROM: Julia Silva, Assistant City Manager SUBJECT: Consideration of Proposed Amendments to Joint Powers Agreements Related to Consolidation of the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies RECOMMENDATION: By motion, Approve Amendments to existing Joint Powers Agreement to Authorize the Consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new Joint Powers Authority. BACKGROUND: About the TCAs and The Toll Roads The Transportation Corridor Agencies are two joint powers authorities responsible for building and operating Orange County's 51-mile public toll-road system. The system includes state routes 73, 241, 261 and a portion of the 133. The San Joaquin Hills Transportation Corridor Agency (SJHTCA) oversees the 73 Toll Road, which runs 15 miles from Newport Beach at Jamboree Road to the 1-5 in San Juan Capistrano. The Foothill/Eastern Transportation Corridor Agency(F/ETCA)oversees the 241, 261, and 133 Toll Roads, a 36-mile system that runs from the 91 Freeway in Anaheim Hills and ends in Irvine (261) and at Oso Parkway near Rancho Santa Margarita (241). As part of the state highway system, The Toll Roads are owned and maintained by the California Department of Transportation(Caltrans).The California Highway Patrol enforces public safety and toll-payment laws on The Toll Roads. The Formation of the Joint Powers Authorities In the 1970s, county traffic studies identified the need for two major highways-- one near the coast and one in inland Orange County -- to help meet the needs of a fast-growing population and economy. The San Joaquin Hills and Foothill/Eastern Transportation Corridors were sketched out on county road plans as freeways, but with shrinking state and federal transportation funds, local officials needed to find alternative funds for new roads. FOR CITY COUNCIL AGENDA. Agenda Item November 19, 2002 Page 2 In the 1980s, local elected, appointed, and business leaders led the effort to form joint powers authorities to plan, design, finance and construct the planned corridors. The San Joaquin Hills Transportation Corridor Agency (SJHTCA) and the Foothill/Eastern Transportation Corridor Agency (F/ETCA) were created in 1986. Formation of the TCAs required approval by the County of Orange and each city in the area benefitted by the corridors tojoin one or both of the Joint Powers Authorities. In 1986, the County of Orange and 10 cities (Anaheim, Costa Mesa, Irvine, Orange, Newport Beach, San Clemente, San Juan Capistrano, Santa Ana, Tustin, and Yorba Linda) approved two Joint Powers Agreements (JPAs) to form the TCAs. Between 1988 and 2001, eight additional cities joined the TCAs(1988 Mission Viejo; 1989 Dana Point; 1990 Laguna Niguel; 1992 Lake Forest and Laguna Hills; 1999 Laguna Woods; 2000 Rancho Santa Margarita; 2001 Aliso Viejo). In 1987, the state legislature approved legislation that gave both agencies the authority to collect tolls. This meant that corridor construction would be funded through bonds backed by future toll revenues or user fees, an important turning point in the way infrastructure projects were funded since traditional tax dollars to fund transportation improvements were not available. Taxpayers and TCA member agencies are not liable for toll road debts. Once the bonds are repaid, the TCAs are mandated by legislation to be dissolved. At that time, the toll roads will become freeways. Eighteen cities and the three county Supervisorial districts are currently represented on the TCA Boards of Directors. The SJHTCA and F/ETCA Boards of Directors govern policy decisions affecting the toll-road system. A single administrative staff operates the roads as a system and serves both agencies, even though the agencies are legally and financially separate entities. The Toll Roads Today Today, because of the foresight of local elected, appointed, and business leaders, the 51-mile toll-road network is a critical piece of Southern California's regional transportation system. Nearly 250,000 trips are taken on The Toll Roads everyday, saving toll-road drivers an estimated 21 minutes per trip and significantly alleviating congestion on the 1-5, 405, SR-55, SR-91 freeways as well as major arterial roads. Seventy-five percent of the toll-road system is completed, with the final 16-mile segment of the 241, Foothill-South, in the environmental planning stages. Toll revenue bonds to fund construction of the San Joaquin Hills (73) Toll Road were issued in 1993.The 73 Toll Road opened in 1996. In 1997,the SJHTCA exercised its only opportunity under federal tax law to refinance a majority of the debt on a tax-exempt basis. This financing took advantage of changes in the project's risk profile and a historically low Agenda Item November 19, 2002 Page 3 interest rate environment.The result was more than$220 million in cash-flow savings and a stronger credit profile. After the 1997 refinancing, revenue and transactions continued to grow by more than 10% per year, but not at a sufficient level to keep pace with projections and an escalating debt service structure. The TCAs closely monitored the road's revenue performance, made changes to the marketing program, and kept rating agencies and investors apprised of the situation. In response, to further strengthen the SJHTCA's financial picture, the Board adopted a Revenue Stabilization Plan that included: - Defeasing $45 million in debt with funds received from the Orange County bankruptcy settlement (Feb. 2000) - Implementing a$1 transponder maintenance fee for accounts that did not attain$25 in monthly tolls (July 2000) - Implementing an unscheduled toll increase at all ramp plazas (July 2000) - Transitioning toll operations from Lockheed Martin IMS (Dec. 2000) - Implementing a scheduled toll rate increase at the mainline plaza (July 2001) - Implementing an unscheduled toll increase at the mainline toll plaza for cash customers and FasTrak peak-hour pricing (Feb. 2002). In addition, the TCAs' CEO has been implementing agency-wide cost-cutting measures since FY 2000 while continuing to be mindful of maintaining customer service. Today, revenue from the 73 Toll Road is at 77% of the revenue projections set during the 1997 refinancing. Phases of the Foothill and Eastern Toll Roads opened between 1993 and 1999. In late 1999, the Foothill/Eastern Transportation Corridor Agency exercised its only opportunity to refinance to also take advantage of an improved risk profile and lower interest rates. The Foothill/Eastern Corridor is currently running at approximately 107% of revenue projections established in 1999. This positive performance is due, in part, to the fact that the F/ETCA benefited from the experiences and lessons learned from the SJHTCA. In February 2002, Fitch Investor Services, one of the three ratings agencies that rates TCAs' bonds, downgraded a portion of the SJHTCA's bonds to a non-investment grade rating. Moody's Investors Service and Standard & Poor's have maintained their rating of SJHTCA's bonds as investment-grade. Immediately following the downgrade,the SJHTCA Board of Directors hired two independent financial consultants to work with staff and to independently evaluate all financial options available to the agency to establish long-term financial stability. Agenda Item November 19, 2002 Page 4 DISCUSSION: Consolidation: The Proposed Solution In early 2002, a group of TCA finance staff, bond underwriters, legal counsel, and the board's independent financial consultants analyzed more than a dozen financial options-- including seven ways to restructure the SJHTCA's debt, consolidating the agencies, requesting financial help from an outside government agency,or not pursuing any financial restructuring (keeping the status quo). Based on the analysis, which assumes that the SJHTCA's revenues increase at a conservative 4% annual growth rate, the agency would not generate enough revenue to meet debt-service coverage requirement past 2005 and would likely default on a portion of the annual bond payments in 2012. As a result, the SJHTCA board could lose control of its ability to set toll rates as early as 2005. Toll rates would be required to be set as high as necessary to maximize revenue. Toll-road patrons would be forced to bear the burden of higher tolls. A downgrade and ultimate default by the SJHTCA could also have a negative effect on other government agencies regionally. Default by a public agency makes the market skeptical about the willingness or ability of other local government agencies, especially related entities such as TCA member cities, the county, etc. to repay debt. Ultimately, a default by the SJHTCA could cost the F/ETCH and related jurisdictions access to the market, additional interest costs, or require other costly credit enhancements. The financial analysis also examined the possibility of a grant, loan or acquisition by an outside government entity, but concluded that such action would be highly unlikely.A loan or grant of at least $680 million would be needed to avoid a debt-coverage violation and default. A buyout would require the purchasing entity to pay off the SJHTCA's entire $1.8 billion outstanding debt, a significant amount for any state or local government agency to bear in this environment of tight tax revenues and budget shortfalls, especially for a road that is already constructed and operating. Furthermore, a default by SJHTCA would greatly impair F/ETCA's ability to finance Foothill-South, the final segment of the 241 Toll Road. Assuming the construction of that project requires an $800 million financing, the F/ETCA could face interest rate penalties between $10 million and $20 million per year for 40 years, a cost that would likely make the project infeasible to finance. After exhaustive analyses,the conclusion was that consolidating the SJHTCA and F/ETCA into a single agency was the only viable option for establishing long-term financial stability for the toll-road system and ensuring market access for the Foothill-South project. Agenda Item November 19, 2002 Page 5 Consolidation allows the two agencies to restructure debt payments on a tax-free basis, streamline operations to reduce costs, diversify the revenue base, and strengthen the agencies' ability to complete the toll-road system. In April 2002, the SJHTCA board unanimously agreed to ask that the F/ETCA consolidate into a single joint powers authority. In June 2002, the F/ETCA Board of Directors unanimously voted to proceed with the potential consolidation of the agencies as a way to ensure long-term financial stability for The Toll Roads and completion of Foothill-South. The Consolidation Process A number of steps must occur before the TCA boards make a final decision on whether or not to consolidate. The TCA boards took a major step in October 2002, by selecting a 21-member board structure to govern the consolidated agency, if it is created. The 21-member structure ensures that one representative from each city and countyjurisdiction currently represented on the existing TCA boards will have a seat on the new board. The process of amending the Joint Powers Agreements and creating a consolidated agency involves the following remaining steps: - Nov 2002: SJHTCA and F/ETCA Review Amendment to Existing JPAs - Nov 2002- Jan 2003: Member Cities Approve Amendment - March 2003: Receive Results of Traffic & Revenue Study and Develop Consolidated Finance Plan - May 2003: New JPA Votes to Acquire Agencies Along with approving a board structure in October 2002, the TCA boards also authorized TCA legal counsel to draft amendments to the agencies' existing joint powers agreements that would specifically allow for the consolidation of the agencies. PROPOSED AMENDMENTS TO THE JOINT POWERS AGREEMENTS It is expected that on November 14, 2002, the TCA boards will review the proposed amendments to Joint Powers Agreements that would specifically authorize the creation of a new, consolidated transportation corridor agency (Attachments 1 and 2). The TCA Boards are also expected to recommend that TCA member agencies, including the City of San Juan Capistrano, adopt the amendments. Agenda Item November 19, 2002 Page 6 The amendments are designed to be simple and to leave the existing JPA provisions in place to the maximum extent possible. Amendments to the original JPAs must be approved by three-quarters of each TCA's member agencies. The proposed amended JPAs include new language to do the following: a. Specifically authorize the Boards of Directors of the SJHTCA and F/ETCA to join togetherto form a new joint-powers transportation corridoragency. Section 5.1 of the existing joint powers agreements state that the Board is authorized to make or perform any agreement to join with said agencies (other major thoroughfare and bridge agencies) in the planning and implementation of said thoroughfares and bridges, when for any purpose otherwise permitted by law, the Board deems it appropriate. While it appears with this language that the boards have the authority to create a new consolidated JPA, the TCA Boards and staff considered it appropriate to request specific authorization from the member agencies because of the required changes in the voting structure. The specific language providing for this authorization is included in Section 2.3(m) of the amended JPAs (Attachments 1 and 2). b. Establish a 21-member Board of Directors, maintain the current two-thirds quorum requirement for board meetings, and establish a voting requirement of the lesser of 16 or 77% of the board members present to approve an item. Section 2.3 (m) of the amended JPA also establishes the board structure, maintains the use of alternates, and specifies voting requirements of the proposed consolidated agency. Both boards unanimously approved this structure in October. The supermajority (2/3) voting requirement is necessary to ensure that the consolidated agency is not controlled by either existing agency as required by federal tax law. C. Provide for administration of the Development Impact Fee program by the consolidated agency if the existing agencies decide to delegate such duty to the consolidated agency. Development Impact Fees are an important source of revenue that will continue to be used by the consolidated agency, if created, to repay construction debt already issued and to fund toll-road improvements. The amendment, as stated in Section 4, does not change the current Development Impact Fee program, but clarifies that the consolidated agency will be responsible for the program if the amended JPAs are adopted. Simply stated,the amended JPA allows the joint Transportation CorridorAgency to manage the funds collected pursuant to the fee program. Agenda Item November 19, 2002 Page 7 d. Apply the indemnity, arbitration, and third-party beneficiary provisions of the existing Joint Powers Agreements to the consolidated agency. This means that member agencies will continue to be protected from debts,liabilities, and obligations of the joint transportation corridor agency, and that arbitration provisions outlined in the existing JPAs will apply to the consolidated agency. The indemnity provisions are stated in Section 8.2. The arbitration provisions are stated in Section 11.4. and the third-party beneficiary provisions are stated in Section 11.9. NEXT STEPS: Three-quarters of the member agencies of the SJHTCA and F/ETCA must approve the proposed amendments to the JPAs. Approval by member agencies would allow the SJHTCA and F/ETCA boards to move forward with the consolidation process. Approval by TCA member agencies does not create the consolidated agency, but it establishes the legal groundwork for the creation of a new, consolidated agency only if the boards vote to proceed with consolidation next year. Before consolidation can occur, TCA staff must develop a viable financial plan based on the results of the traffic and revenue study, which is currently in progress. The traffic and revenue study will evaluate future projected traffic levels based on the latest socio- economic data, land-use plans, and historical toll-road traffic data to determine projected revenue for the agencies. The study will also take into account recent major land-use planning decisions such as the reuse of the EI Toro base, the donation of Irvine Co. land in east Orange to permanent open space, and the development of the Rancho Mission Viejo property. Once the traffic and revenue study is completed next spring, TCA staff will determine if a viable financial plan can be developed for a consolidated agency. Once a viable finance plan is developed, then the SJHTCA and F/ETCA boards will make the final decision on whether to form a new, consolidated agency. The board of the consolidated TCA will then consider the finance plan and decide whether to acquire the assets of the existing SJHTCA and F/ETCA. The rating agencies and financial markets are watching the TCAs for progress toward a long-term financial solution. While downgrades in and of themselves don't immediately affect toll-road drivers, they signal a loss of confidence by the market and can ultimately negatively impact the ability of the TCAs and possibly its member agencies to access the market to finance future projects. By approving the proposed amendments to the JPAs, member agencies are sending a strong signal to the markets that they are committed, along with the TCAs, to a long-term financial solution for the toll-road system. Agenda Item November 19, 2002 Page 8 Approving the amendments now ensures that the consolidation process moves on schedule. It is important that TCA knows now whether the amended JPAs are acceptable by the member agencies before funds are spent on financial consultants needed to perform due diligence on the financial plan and acquisition of the existing TCAs' assets. CONCLUSION: Adopting the amendments to the existing SJHTCA and F/ETCA Joint Powers Agreements specifically provides the existing TCAs the authority to create a new, consolidated agency, establishes a 21-member Board of Directors for the new consolidated agency, maintains the current 2/3 quorum requirement, establishes a supermajority voting requirement, provides for the administration of the Development Impact Fee Program, and applies the indemnity, arbitration,and third-party beneficiary provisions of the existing JPAs.Adopting the amendments does not create the consolidated TCA, but establishes the legal groundwork for the creation of a new, consolidated agency, only if the SJHTCA and F/ETCA boards vote to proceed with consolidation next year. COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: N/A FINANCIAL CONSIDERATIONS: None NOTIFICATION: Transportation Corridor Agencies ALTERNATE ACTIONS: 1. By motion,Approve Amendments to Existing Joint Powers Agreement to Authorize the Consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new Joint Powers Authority. 2. By motion, Do Not Approve Amendments to Existing Joint Powers Agreement to Authorize the consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new Joint Powers Authority. 3. Request Additional Information from Staff. Agenda Item November 19, 2002 Page 9 RECOMMENDATION: By motion, Approve Amendments to Existing Joint Powers Agreement to Authorize the Consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new Joint Powers Authority. Respectfully submitted, wv�a M. S��va li Silva Assistant City Manager Attachments: 1. Second Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency 2. Second Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency FIRSTSECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ATTACHMENT 222571 4-6.DOC UDratt,l,Q 2430/02 53:5024 PM FIPSTSECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY THIS FIRS FSECOND AMENDED AND RESTATED AGREEMENT is made and entered into,pursuant to Sections 11.1 and 11.3, by and among the following public agencies as of the 4-7th -- day of44,1 r____, 41 ' .200 . the date on which sixten or more of the following public agencies executed this F4+stSecond Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency: a. County of Orange b. City ofAliso Vieio c. b-.-City of Costa Mesa d. City of Dana Point e. City of Irvine f City-of Laguna Hills g_ City of Laguna Niguel h. City of Laguna Woods i. d–City of Mission Viejo L c--. City of Newport Beach i k. f-.-City of San Clemente 1. g. City of San Juan Capistrano M 1-City of Santa Ana RECITALS A. The California State Legislature adopted Chapter 708, Statutes 1984, adding Section 66484.3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways, railways, freeways, and canyons or constructing major thoroughfares. B. The Parties to this Agreement have territorial jurisdiction within the Area of Benefit of the San Joaquin Hills Transportation Corridor, and desire to impose such a fee 222571 6.DOC 1 pursuant to Government Code Section 66484.3 in order to finance the planning, acquisition and construction of major thoroughfares and bridges in the SAN JOAQUIN HILLS Transportation Corridors. The Parties hereto have the common power to conduct such transportation planning, financing and construction. C. It has been determined by the Parties hereto that it is in the best interests of the respective Parties to join together to administer the funds provided by these fee programs, and to plan, acquire and eon�11'ietconstruct said thoroughfares and bridges. D. Each of the Parties is authorized to contract with each other for the joint exercise of any common power under Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California-(the "Joint Powers Act") With the adoption of Chapter_649,_Statutes 1999, the California State Legislature amended the Joint Powers Act to authorize any joint powers authority formed pursuant to the Joint Powers Act to enter into an agreement with other "public agencies" (as defined in the Joint Powers Act) to jointly exercise any power common to the contracting Parties. E. The Parties have determined that is in their best interest to authorize the Agency formedpursuant to this Agreement to exercise the authority provided by the Joint Powers Act to enter into agreement with other pubic agencies for the puMose of jointly exercising any power common to the Agency and any other such public agencies. F. E-The Parties hereto recognize that, in order to serve the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or controlled by the Parties hereto. G. F-.-The Parties hereto recognize that, in order to serve the purpose stated herein, additional funding other than that received-from the above-described fees must be obtained. Each Party has agreed to cooperate in obtaining additional financing, including, but not limited to, debt financing, assessmenNistricts, special legislation, toll revenue financing, Arterial Highway Financing program funds and other forms of governmental grants-in-aid. H. C+—The Parties hereto entered into this Agreement with the express understanding that the acquisition of rights-of-way and similar property interests necessary for the construction of transportation facilities pursuant to this Agreement shall be accomplished at little or no expense to the members hereto or to the Agency created hereunder. However, it is recognized by the Parties hereto that prior to the execution of this Agreement, the County of Orange, as the sole responsible Party for the administration of the Orange County Major Thoroughfare and Bridge Fee Program, assumed the right and obligation to acquire a certain right of way located in the City of Laguna Beach ("Sycamore Hills")in the area of Tentative Tract Map No. 8965 not available for dedication in addition to certain other property, and such right and obligation shall be assumed by the Agency but only to the extent of the aliquot value of such right of way. I. l=l—The Parties hereto recognize that in accordance with the principals of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities. -2- J. I-It is anticipated by the Parties hereto that any major thoroughfares or bridges constructed pursuant to this Agreement shall comport with those standards for scenic highways set forth in Streets and Highways Code Section 261. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows: I. DEFINITIONS 1.1 For the purposes of this Agreement, the following words shall have the following meanings: a. "Agreement"means this 14PASecond Amended and Restated Joint Exercise of Powers Agreement, as amended from time to time. b. "Agency"means the SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY. C. "Annual Budget"means the approved budget applicable to the expenses of administration of the Agency. d. `Board Members"means those persons serving as members of the Board or their alternates. e. "Board"means the governing body of the Agency. f "Ex Officio Members"means Board Members who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists. g. "Chief Executive l to i Officer"means the chief operating employee selected by the Board to manage the day-to-day activities the Agency, including, but not limited to, the appointment and removal of all employees of the Agency except Whose described in Section 3.11 below. The Chief Executive Aireeto Officer shall not be an employee of any individual Party. h. "F/E Agency"means the Foothill/Eastern Transportation Corridor Agency formed by the parties to the F/E Agreement. i. "F/E Agreement"means that certain Second Amended and Restated Foothill/Eastern Transportation Corridor Agency,Agreement. h-"Fiscal Year"means July 1st to and including the following June 30th. k., "Joint Transportation Corridor Agency" has the meaningassigned such teen in Section 2.3(m). -3- 1. "Joint Transportation Corridor Agency Agreement' has the meaning assigned such term in Section 2.3(m). in. i-"Party"means each of the public entities which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, including any public entity executing an amendment of the original agreement as hereinafter provided. M. j-"Quarter"means July 1st to and including September 30th, October Ist to and including December 31st, January 1st to and including March 31 and April 1st to and including June 30th. II. PURPOSE AND POWERS 2.1 Agency Created. There is hereby created a public entity to be known as the "SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY." The Agency is formed by this Agreement pursuant to the provision of Article 1, Chapter 5, Division 7, of Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto. 2.2 Purpose of the Agreement; Common Powers to be Exercised. Each Party has the common power to plan for, acquire, construct, maintain, repair, manage, operate, and control facilities for one or more of the following purposes: a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges; b. The power to plan for, acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California Department of Transportation(CALTRANS) and the Federal Highway Administration(FHWA)whenever possible. The purpose of this Agreement is to jointly exercise the foregoing common powers to undertake such studies and planning relative to the SAN JOAQUIN HILLS Transportation Corridor as may be necessary to establish Areas of Benefit, to recommend to the Parties the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by the Parties pursuant to Government Code Section 66484.3 and to fund, plan, acquire, and construct the major thoroughfares and bridges in the San Joaquin Hills Transportation Corridor. Except for maintenance of the facilities relating to collection of tolls and insuring that the major bridges or thoroughfares constructed pursuant to this Agreement comport to those design elements incorporated into Interstate 280 near the San Francisco Bay Area, the Agency shall not maintain or operate, or incur liability for the maintenance or operation of the facilities constructed pursuant to this Agreement, except as otherwise provided herein. -4- Board planning policy has and shall continue to respond to those various memoranda of understanding, resolutions, minute orders and policy statements of Parties, attached as Exhibit"A"to the prior form of this Agreement and collectively incorporated in the "Issues Inventory Manual" adopted by the Board on August 13, 1987. 2.3 Powers. The Agency shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of the Parties in studying and planning ways and means to provide for the financing, and construction of the San Joaquin Hills Transportation Corridor; b. To make and enter into contracts; C. To contract for the services of engineers, attorneys, planners, financial consultants, and separate and apart therefrom to employ such other persons, as it deems necessary; d. To appoint agents; e. To lease, acquire, construct, manage, maintain and operate any buildings, works or improvements; f. To acquire, hold, or dispose of property by any lawful means, including without limitation, gift,purchase, eminent domain lease, lease purchase or sale; g. To incur debts, liabilities, or obligations subject to limitations herein set forth; h. To receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity, i. To sue and be sued in its own name; j. To apply for an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs; k. To adopt rules, regulations, policies,by-laws and procedures governing the operation of the Agency; 1. To exercise those powers authorized in Chapter 5 (commencing with Section 31100) of Division 17 of the Streets and Highways Code in accordance with Government Code Section 66484.3(f); and m. To enter into a 'oi intop wers agreement with any public agency described in Government Code Section 6502 for the purnose of jointly exercising common powers under -5- Govenurnent Code Sections 6500 et. sea and 66484.3. Any such agreement with the F/E Agency for the joint planning, financing and construction of major thoroughfares and bridges (a "Joint Transportation Corridor Agency Agreement") shall provide for the formation of a separate authority(a"Joint Transportation Corridor Agency") to carry out theme-Mpses of such Joint Transportation Corridor Agency Agreement. Such Joint Transportation Corridor Agency Agreement shall provide that: (i) the board of directors of such Joint Transportation Corridor Agency shall be composed of one (1) voting member appointed by the legislative body of each city.that is a Marty to either or both this Agreement and the_F/E Agreement from time to time,and_ three (3) voting members from the County of Orange, said members to be the duly elected supervisors for the Third, Fourth and Fifth County of Orange Supervisorial Districts. , (ii) each such board member shall also have an alternate appointed by the legislative body of the relevant City-or the County pOlnting such board member-consistent with this agreement,(iij)not less than two-thirds (2/3) of the members of such board shall constitute a quorum for the purooses of the transaction of business relating to the Joint Transportation Corridor Agency, and (iv) such board may adopt any motion, resolution or order and take any other action they deem appropriate by a vote of the lesser of(a) sixteen L*such board members,.(b)seventy seven percent of those board members present and qualified to vote, or(c) such lesser number or percentage of votes (but not less than a majority) that is the requisite vote necessary to maintain the tax-exempt status of debt issued by the Joint Transportation Corridor Agency, as supported by an opinion of a nationally recognized bond counsel selected bsuch board. 4,44n. To the extent not herein specifically provided for, to exercise any powers in the manner and according to the methods provided under applicable laws. III. ORGANIZATION 3.1 Membership. The Parties to the Agdhcy shall be the public entities which have executed or hereafter execute this Agreement, or amendment, thereto, and which have not,pursuant to the provisions hereof, withdrawn therefrom. 3.2 Board. a. The Board shall consist of the following: (i) one voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3.1 above: The cities of Aliso Viejo. Costa Mesa,Dana Point. Irvine, LaPuna Hills, Laguna Niguel, Laguna Woods, Mission Viejo. Newport Beach, San Clemente, San Juan Capistrano, Mission Vieje and Santa Ana. (ii) two voting Board Members from the County of Orange, said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Districts. -6- (iii) The Board may, from time to time, appoint additional ex officio members. b. Except for ex officio members, each Board Member shall be a current member of the legislative body of the Party each member represents. C. Each Board Member shall also have an alternate appointed by the legislative body of the Party represented by such Board Member. With the exception of the alternates to the Board Members representing the County of Orange, an alternate Board Member must also be a current member of the legislative body of the Party such alternate represents. An alternate Board Member shall assume all rights and duties of the absent Board Member. d. Each Board Member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a successor is named. Board Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the Party such Board Member represents subject, however, to the provisions of Section 3.2 a.(ii). e. A Board Member shall receive only such compensation from the Agency for his/her services as may be approved by not less than two-thirds (2/3) of the Board Members. f. A Board Member may be reimbursed for expenses incurred by such Board Member in the conduct of the business of the Agency. 3.3 Principal Office. The principal office of the Agency shall be established by the Board and shall be located within the County of Orange. The Board is hereby granted full power and authority to change said principal office from one location to another in the County of Orange. Any change shall be noted by the secretary of the Board under this Agreement but shall not be considered an amendment to this Agreement. 3.4 Meetings. The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each Party. Regular, adjourned, and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Section 54950 et. seq., as amended. 3.5 Quorum. Not less than two-thirds (2/3) of the Board Members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. -7- 3.6 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board, subject however, to the reserved rights of the Parties as herein set forth. Unless otherwise provided herein, each Board Member or participating alternate Board Member shall be entitled to one vote, and except as otherwise provided herein, a vote of the majority of those present and qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate. 3.7 Minutes. The secretary of the Agency shall cause to be kept minutes of regular, adjourned regular and special meetings of the Board, and shall cause a copy of such minutes to be forwarded to each Board Member and to each Party. ao -8- 3.8 Rules. The Board may adopt from time to time rules and regulations for the conduct of its affairs consistent with this Agreement. 3.9 Vote or Assent of Parties. The vote, assent, or approval of Parties in any matter requiring such vote, assent or approval hereunder shall be evidenced by a certified copy of the action of the governing body of such Party filed with the Agency. It shall be the responsibility of the Chief Executive Wi}ec-torOfficer to obtain certified copies of said actions. 3.10 Officers. There shall be selected by the Board from its membership, a chairman and a vice chairman. The Board shall appoint a secretary who may be a Member. The Board shall appoint an officer or employee of the Board or an officer or employee of a Party to hold the offices of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board. Such person or persons shall possess the powers and the duties of, and shall perform the treasurer and auditor functions for the Agency and those functions required by Government Code Sections 6505, 6505.5, and 6505.6, including any subsequent amendments thereto. The chairman, vice chairman, secretary, treasurer and auditor shall hold office for a period of one year commencing July 1st of each year. Except for the Chief Executive DiTe- — ffi Oc_er, any officer, employee, or agent of the Board may also be an officer, employee or agent of any of the Parties. The appointment by the Board of such a person shall be evidence that the two positions are compatible. 3 -9- 3.11 Committees. The Board may, as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings shall be open to all Board Members, unless the presence of Board Members who are not members of such committee would violate the provisions of the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. 3.12 Additional Officers. The Board shall have the power, upon the approval of not less than two-thirds (2/3) of the Board Members, to appoint such additional officers as may be appropriate. Such officers may also be, but are not required to be, officers and employees of a Party. -10- 3.13 Bonding Requirement. The officers or persons who have charge of, handle, or have access to any property of the Agency shall be so designated and empowered by the Board. Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Agency. 3.14 Status of Officers and Employees. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers compensation, and other benefits which apply to the activities of officers, agents, or employees of any of the Parties when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees appointed by the Board shall be deemed,by reason of their employment by the Board, to be employed by any of the Parties or,by reason of their employment by the Board, to be subject to any of the requirements of such Parties. IV. FEES 4.1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties. On or before the effective date of this Agreement (or, in the case of new Party, on or before the date on which that Party becomes signatory to this Agreement), each Party shall require by ordinance the payment of a fee as a condition of issuance of a building permit within the Area of Benefit, for the purposes of defraying the actual or estimated cost of constructing major thoroughfares and bridges, in accordance with California Government Code Section 66484.3. Said fee shall be in the form, and in those amounts set forth in the"Major Thoroughfare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors," attached hereto as Exhibit"A" and incorporated by reference herein. The imposition of said fee by each Party shall be a condition precedent to that Party's participation in the Agency, and each Party covenants to continue the imposition of such fees as required herein and as required by provisions of any applicable bond indentures. 4.2 Annual Review of Fees. At least once annually, the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two-thirds (2/3) of its Members, modify the fee to be imposed by the Parties hereto. Each Party shall impose said revised fee within one hundred twenty(120) days, and if a Party fails to impose said fees, repeals the enabling ordinance or fee requirement or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the -11- aforementioned time period, whichever is sooner, such action shall be deemed the withdrawal of that Party from the Agency, subject to the conditions specified in Section 9.2 below. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Ag, npy has been formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency Agreement may provide that the board of directors of the Joint Transportation Corridor Agency shall be responsible for undertaking the annual or more frequent review of the above-described fee program, and_shall-have thepower to modify the fees to be imposed by the Parties hereto upon approval of such modification by such board of directors in accordance with the terms of the Joint Transportation Corridor Agency Agreement. In such event each Party shall mrpose said revised fee as provided herein as if such revised fee had been approved by the Boardin accordance with this ection 4.2. 4.3 Payment. Each Party agrees to hold said fees in trust for the Agency, and to pay said fees to the Agency in quarterly payments,within sixty (60) days after the end of each quarter. The Board may authorize an audit of any Party to determine whether said payments of fees accurately reflect each Party's obligations under this Agreement. Unpaid fees shall bear interest at a rate to be determined by the Board. In the event that any Party fails to remit said fees to the Agency, said failure may be deemed by the Board to be a withdrawal of that Party from the Agency subject to the conditions specified in Section 9.2 hereof. In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a Party hereto regarding the appropriate amount of the assessment to the Agency, in accordance with the rules and regulations established by the Agency, which decision shall be final. In the event that any Party hereto becomes a Party to litigation regarding the legality of the fee program, the Board, where it deems appropriate, may defend such action or lend other assistance to said Party in said action. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Jgint Transportation Corridor A encyhas been formed as authorized bv_ Section 2.3 of this Agreement, such Joint Transportation Corridor Agency Agreement may authorize the Joint T_r_ansportation Corridor_Agency to manage the funds collected pursuant to said fee program. Inuchevent, each Party agrees (i) to hold said fees in trust for the Joint Transportation Corridor A�enc ii)to pa such fees to the Joint Transportation Corridor Agency as provided herein with respect to the Agency, (iii)to permit the Joint Transportation Corridor Agency to audit such Party as provided herein with respect to the Agency, and (iv) th__a_t in the event any dispute arises as to the amount of fees assessedany person under the fee program, if the Joint_!raps_oration Corridor Agency Agreement so provides such dispute shall be managed by the Joint Transportation Corridor Agency and its board of directors in the same manner as described i12 the third paragraph of this Section 4.3 with respect to the Agency. 4.4 Compensation of Agency for Acquisition of Rights-of-Way. -12- When it is within its power to do so, each Party shall be individually responsible for the preservation and acquisition by dedication pursuant to Title 7,Divisions 1. and 2. of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement. Except as provided in Recital 44H of this Agreement, in the event that a Party fails to acquire these rights-of-way by the above- mentioned means after the route alignments for the San Joaquin Hills Transportation Corridor is established and accepted by the Agency, or fails to preserve such rights-of-way and property interests by the above-mentioned means which were established by the County of Orange prior to such establishment and acceptance by the Agency, that Party shall compensate the Agency for all costs (including attorneys' fees) incurred by the Agency in acquiring said rights-of-way and property interests. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency_has been formed as authorized by Section 2.3 of this Agreement the Joint Transportation Corridor Aeencv shall be entitled to enforce the respective obligations of each Party arising pursuant to this Section 4.4. V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5.1 Joint Action with Other Agencies. In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning, coordinating, acquiring, financing, constructing, maintaining,repairing, managing, operating and controlling major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors or other transportation corridors, the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges, when for any purpose otherwise permitted by law,the Board deems it appropriate. 5.2 Communications Between Corridor Agencies. 14 In the event that the agencies described in Section 5.1 above (other than the Joint Transportation Corridor Agencv) are formed, the chairman or his designate shall meet with the chairmen, or their designates, of said agencies at least quarterly, for the purpose of coordinating the planning, financing and construction activities of the various agencies. 5.3 Lending and Borrowing Funds Between Agencies. When it is found to be beneficial to the purposes of the Agency and otherwise permitted by law, and serves the general purpose of improving transportation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to or from the agencies described in Section 5.1 above,upon the approval of not less than two thirds (2/3)of the Board Members. The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI. BUDGET AND DISBURSEMENTS -13- 6.1 Annual Budget. The Board shall adopt upon the approval of not less than two thirds (2/3) of the Board Members, an annual budget, for the ensuing fiscal year, pursuant to procedures developed by the Board. 6.2 Disbursements. The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations, policies, procedures and bylaws adopted by the Board. 6.3 Accounts. All funds will be placed in object accounts and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be reported to the Board. 6.4 Expenditures Within Approval Annual Budget. All expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Dirool e Officer in accordance with the rules, policies and procedures adopted by the Board. Notwithstanding the above, no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar property interests except upon the approval of not less than two-thirds (2/3) of the Board Members. No expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time,be submitted to the Board. 6.5 Audit. The records and accounts of the Agency shall be audited annually by an independent certified public accountant and copies of such audit report shall be filed with the County Auditor, State Controller and each Party no later than fifteen(15) days after receipt of said audit by the Board. VII. SECURITIES 7.1 Securities. Upon the approval of the Board, the Parties, or the Agency, may participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484.3, including the power to establish one or more community facilities districts -14- under the Mello-Roos Community Facilities District Act of 1982, Government Code Section 53311, et seq., or any other applicable legislation. Other than the fees specified herein,no funds of a Party shall be utilized as security or as a source for the payment or redemption of any securities of the Agency without the consent of the legislative body of that Party. Upon the approval of not less than two-thirds (2/3) of the Board Members, the Agency may participate in the above-mentioned statutory powers for bond financing of the fees specified herein; provided, however, that the fees collected by any Party may be excluded as security for or as a source for such financing if the Board, upon the approval of not less than two- thirds (2/3) of its Members, so provides. VIII. LIABILITIES 8.1 Liabilities. The debts, liabilities, and obligations of the Agency shall be the debts, liabilities, or obligations of the Agency alone and not of the Parties, unless expressly specified herein. 8.2 Hold Harmless and Indemnify. Each Party hereto agrees to indemnify and hold the Agency and the other Parties harmless from any liability for damages, actual or alleged, to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying Party or its employees. Where the Agency, the Board itself or its Members' agents or employees are held liable for injuries to persons or property, each Party's liability for contribution or indemnity for such injuries shall be based proportionately upon the fees paid by each Party. In the event of liability imposed upon any of the Parties or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the Parties in the performance of this Agreement, the contribution of the Party on Parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars (100.00). The Party or Parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the Agency and all other Parties harmless from any liability for personal injury or property damage arising out of the performance of this Agreement. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed, then each Party agrees to hold harmless and indemnify the Joint Transportation Corridor Agency, the board of directors of the Joint Transportation Corridor AQency, and the members of such board of directors of the Joint Transportation Corridor Agency, for all matters within the scope of the indemnities made by the Parties in this Section 8.2 with respect to the Agency, the Board and its Members, to the same extent as such indemnities are made to the Agency, the Board and its Members. IX. ADMISSION AND WITHDRAWAL OF PARTIES 9.1 Admission of New Parties. -15- It is recognized that public entities, other than the original Parties, may wish to participate in the Agency. Additional public entities may become Parties to the Agency upon such terms and conditions, including, but not limited to, financial contributions, as provided by the Board and upon the unanimous consent of the Parties evidenced by the execution of a written amendment to this Agreement, executed by all of the Parties, including the additional Party. 9.2 Withdrawal. It is fully anticipated that each Party hereto shall participate in the Agency until the purposes set forth in Section 2.2 above are accomplished. The withdrawal of any Party, either voluntarily or involuntarily pursuant to Sections 4.2 and 4.3 above, unless otherwise provided by the Board, shall be conditioned as follows: (i) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty(120) days prior to the end of a fiscal year, (ii) the fee program established by the Party pursuant to this Agreement shall remain in effect for a period of at least four(4) years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees, including by way of illustration, but not limitation,bonds which have been issued or authorized for issuance by the Agency, and letters of credit or other reimbursement obligations owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency; (iii) said withdrawal shall not relieve the Party of its proportionate share of any debts or other liabilities incurred by the Agency prior to the effective date of the Party's withdrawal, nor any liabilities imposed upon or incurred by the Party pursuant to this Agreement prior to the effective date of the Party's withdrawal; and (iv) said withdrawal shall result in the forfeiture of that Party's rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. -16- X. TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof as provided in this Section 10.1 or until the Parties shall have mutually rescinded this Agreement; provided,however, that the Agency shall continue to exist for the purposes of disposing of all claims, payment of debt service with respect to bonds which have been issued or which have been authorized for issuance and satisfaction of other covenants contained in the resolution and trust indenture relating to said bonds, reimbursement owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency and satisfaction of other covenants contained in reimbursement agreements with such financial institutions, establishment and collection of tolls and development fees, the maintenance of toll collection facilities and the facility in accordance with the California Department of Transportation agreements, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall occur upon the written consent of all of the Parties, or upon the withdrawal from the Agency of a sufficient number of the Parties to leave less than six Parties remaining in the Agency, or upon transfer of title to the corridor to the California Department of Transportation and full satisfaction of all outstanding financial obligations of the Agency. However, no such termination shall occur until all reimbursement obligations owed to financial institutions securing bonds have been paid and all other financial and contractual obligations of the Agency have been satisfied. 10.2 Distribution of Property and Funds. In the event of the termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each Party or former Part a proportionate share of the contributions made to such properties by such Parties, less previous distributions, if any, provided however that said funds also shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor, to the extent legally possible. In the event of the termination of this Agreement, any funds remaining following the discharge of all obligations shall be disposed of by returning to each Party (excluding withdrawn Parties as provided in Section 9.2 hereof) a proportionate share of such funds equal to the percentage of the contribution made by each Party, less each Party's proportionate share of previous distributions, if any,provided that said funds shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor, to the extent legally possible. -17- XI. MISCELLANEOUS 11.1 Amendments. This Agreement may be amended with the approval of not less than three-fourths ( 1-43/4) of all Parties; provided, however, that no amendment may be made which would adversely affect the interests of the owners of bonds, letters of credit or other financial obligations of the Agency. 11.2 Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified,postage prepaid, addressed to the Parties, shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. 11.3 Effective Date. This Agreement shall be effective at such time as this Agreement has been executed by any si?ten or more of the Parties enumerated in the introduction of this Agreement. 11.4 Arbitration. Any controversy or claim between any two or more Parties, or between any such Party or Parties and the Agency, in respect to the Agency's operations, or to any claims, disputes, demands, differences, controversies, or misunderstandings arising under, out of, or in relation to this Agreement, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitration Association shall apply. The Party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Party and the Agency. Such notice shall designate as "respondents" such other Parties as the initiating Party intends to have bound by any award made therein. Any Party not so designated but which desires to join in the arbitration may,within ten(10)days of service upon it of such notice, file a response indicating its intention to join in and to be bound by the results of the arbitration, and further designating any other Parties it wishes to name as a respondent. Within twenty(20)days of the service of the initial demand for arbitration,the American Arbitration Association, hereinafter referred to as "AAA," shall submit simultaneously to the initiating and to all Parties named as respondents or filing a response therein, an identical list of names and persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each Party to the dispute shall have seven (7) days from the mailing date in which to cross off any names indicating the order of his or her preference, and return the list to the AAA. If a Party does not return the list within such time period, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the Parties fail to -18- agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list, the AAA shall have the power to make the appointment of the arbitrator from other members of the panel without the submission of any additional list. The arbitrator shall proceed to arbitrate the matter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agencyis formed as authorized by Section 2.3 of this Agreement, then each Party agrees that the arbitration provisions in this Section 11.4 shall apply to any controversy or claim between any such Party or Parties and the Joint Transportation Corridor Agency arising under, out of or in relation to this Agreement. 11.5 Partial Invalidity. If any one or more of the terms, provisions, sections,promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, sections,promises, covenants and conditions of this Agreement shall not be effected thereby and shall be valid and enforceable to the fullest extent permitted by law. 11.6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 11.7 Assignment. The Parties shall not assign any rights or obligations under this Agreement without written consent of all ether Parties. 11.8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. 11.9 Third Party Beneficiary. In the event that the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency shall be a third party benefrciary of the provisions of this Agreement creating obligations for the benefit of such Joint Transportation Corridor Agency. -19- IN WITNESS WHEREOF, this Amendment No. 5 to the First Amended and Restated Joint Exercise of Powers Aereem_ent Creatine the San Joaquin Hills Transportation Corridor Agency shall be effective as of the date that not less than three-fourths (3/4) of the Parties listed below have authorized executon hergof as evidenced_by the authorized signatures below, i respectively. -- --- --- — -- — - --- -- COUNTY OF ORANGE Name: Date: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DEL_I_VE_RED TO THE CHAIRMAN OF THE BOARD:-- - ------ Name:_ Clerk of the Board of Supervisors Date: APPROVED AS TO FORM: County Counsel By: Deputy Date: -20- ATTEST: CITY OF ALISO VIEJO Clerk of the City of Aliso Viejo By: Mayor Dated: APPROVED AS TO FORM: By: City-CounseI ATTEST: CITY OF COSTA MESA Clerk of the City of Costa Mesa By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF DANA POINT Clerk of the Cijy of Dana Point By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -21- ATTEST: CITY OF IRVINE Clerk of the City f Irvine By: Mayor By:--------- Dated: y:--------Dated: APPROVED AS TO FORM: By: Cid Counsel ATTEST: CITY OF LAGUNA HILLS Clerk of the City of Lacuna Hills By: _ Mayor By: Dated: APPROVED AS TO FORM: City Counsel ATTEST: CITY OF LAGUNA NIGUEL Clerk of the City of Lacuna Niguel-_ __By: Mayor By: Dated: APPROVED AS TO FORM: By: _ City Counsel -22- ATTEST: CITY OF LAGUNA WOODS Clerk of the City of Laguna Woods By: Mayor Dated: APPROVED AS TO FORM: By: __..City-Counsel ATTEST: -CITY OF MISSION VIEJO Clerk of the City of Mission Viejo By: By: Dated: APPROVED AS TO FORM: City Counsel ATTEST: CITY OF NEWPORT BEACH Clerk of the CityofNewport Beach By: Mayor By: Dated: APPROVED AS TO FORM: By: City [819a4AT-1-JR-PS TO WC-4-14-PAL4 -23- ATTEST: CITY OF SAN CLEMENTE Clerk of the City of San Clemente By: —Mayor Dated: APPROVED AS TO FORM: By: CityCounsel ATTEST: CITY OF SANTA ANA Clerk of the City of Santa Ana By: Moor By: Dated: APPROVED AS TO FORM: BY---------------- City Counsel ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the CityofSan Juan Capistrano By: Mayor r By: Dated: APPROVED AS TO FORM: By: City Counsel -24- TABLE OF CONTENTS Page of(,oWppt4=RECITALS ........ .... . ......�, � I. DEFINITIONS.... ............................ 11. PURPOSE AND POWERS.............. ..........................................4 2.1 Agency Created.. ................................................................................................ .............4 2.2 Purpose of the Agreement; Common Powers to be Exercised . . .... ..............................4 2.3 Powers........... . .................... .........................................................................5 111. ORGANIZATION........................... .............................6 3.1 -Membershig ...................................................................... ......................6 3.2 Board....................................................................... ....................................................6 3.3 Principal Office....................... 3.4 Meetings.... —...........................................................................................................7 3.5 -Quorum....................................................................................................... ................7 3.6 Powers and Limitations Thereon.......................... .............................8 3.7 Minutes ............................................................................................................................8 3.8 Rules ................................................................................................................................8 3.9 Vote or Assent of ............................................................8 3.10 Officers .................................... .........................................................8 3.11 Committees.......................................................... ....................................9 3.12 Additional Officers ..........................................................................................................9 3.13 Bonding Requirement..............................................................................9 3.14 Status of Officers and Employees....................................................................................9 IV. FEES...........................................................................................................................................9 4.1 Imposition of Maior Thoroughfare and Bridge Construction Fee by Parties..................9 4.2 Annual Review of Fees..:-_.. 43 Payment..... .....................................................................................................10 -i- TABLE OF CONTENTS (cont'd) Page 4.4 Compensation of Agency for Acquisition of Rights-of-Way........................................1 l V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE ------------------ --- — AGENCIES..............................................................................................................................11 5_.1 Joint Action with Other Agencies.................... ..............................11 5.2 Communications Between Corridor Agencies .. .. ....... ........ .. ...... ....... ... 11 5.3 Lendinpand Borrowing Funds Between Agencies .......................................................12 VI. BUDGET AND DISBURSEMENTS.... 1 1 6.1 Annual_Budget_...:_•....:. ..........................................................—...................................12 6.2 Disbursements................................................................................................................12 6.3 Accounts ........................................................................................................................12 6.4 Expenditures Within Approval Annual Budget.................................................. ......... 12 6.5_.-- Audit ............._..—_• _ - .......................................13 VII. SECURITIES.....................................................................................................................13 7.1 Securities........................................................................................................................13 VIII. LIABILITIES.....................................................................................................................13 8.1 Liabilities .......................................................................13 8.2 Hold Harmless andkndemnify ........................................ 13 IX.ADMISSION AND WITHDRAWAL OF PARTIES ............................................................ 14 9.1 Admission of New Parties ........................................................................... . 14 9.2—Withdrawal........................................._. ...................................................................14 X. TERMINATION AND DISPOSITION OF ASSETS.............................................................15 10.1 Termination....................................................................................................................15 10.2 Distribution of Property and Funds.................................................................. .............15 XI.MISCELLANEOUS ...... ................... ..................................................16 11.1 Amendments..................................................................................................................16 11.2 Notice.............................................................................................................................16 -ii- TABLE OF CONTENTS (cont'd) Page 11.3 Effective Date ................................................................................................16 11.4 Arbitration............................................................................... ..........16 11.5 Partial Invalidity........................................ .........................17 11.6 uccessms.—,--_:__.:.--_—._—,.:___,--,—_•--,....._.......:-- .......................17 11.7 Assignment .. .....................................................17 11.8 Execution....................... .............................. ............................17 11.9 Third Party Beneficiary............ .......................................................17 FIRSTSECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILUEASTERN TRANSPORTATION CORRIDOR AGENCY ATTACHMENT 1b1109 1.222650 3.DOC QD—mft10/2430/0253:>t146 PM FIR STSECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILUEASTERN TRANSPORTATION CORRIDOR AGENCY THIS IFSECOND AMENDED AND RESTATED AGREEMENT is made and entered into,pursuant to Sections 11.1 and 11.3,by and among the following public agencies as of the 24-s4_day of(-tohe 198&200 the date on which 4 gluten.or more of the following public agencies executed this FirstSecond Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastem Transportation Corridor Agency: a. County of Orange b. City of Anaheim c. City of Dana Point d. s-CityofIrvine City of Lake Forest L 4--City of Mission Viejo e-City of Orange h. City of Rancho Santa Margarita z. 4-City of San Clemente j S. City of San Juan Capistrano _, k. 1t-City of Santa Ana 1. City of Tustin m. City of Yorba Linda RECITALS A. The California State Legislature adopted Chapter 708, Statutes 1984, adding Section 66484.3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways, railways, freeways, and canyons or constructing major thoroughfares. B. The Parties to this Agreement have territorial jurisdiction within the Area of Benefit of the Foothill and Eastern Transportation Corridor, and desire to impose such a fee 1 pursuant to Government Code Section 66484.3 in order to finance the planning, acquisition and construction of major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors. The Parties hereto have the common power to conduct such transportation planning, financing and construction. C. It has been determined by the Parties hereto that it is in the best interests of the respective Parties to join together to administer the funds provided by these fee programs, and to plan, acquire and eexstristconstruct said thoroughfares and bridges. D. Each of the Parties is authorized to contract with each other for the joint exercise of any common power under Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California- the "Joint Powers Act'). With the adoption of Chanter 649, Statutes_ 1999. the California State Legislature amended the Joint Powers Act to authorize any joint pow_er_s_authority.formed pursuant to the Joint Powers Act to enter into an agreement with other "Public agencies" (as defined in the Joint Powers Act) to jointly exercise any power common to the contracting Parties. E. The Parties have determined that is in their best interest to authorize the Agency fonned pursuant to this Agreement to exercise the authority provided by the Joint Powers Act to enter into agreement with other pubic agencies for the p=ose o_ f jointly exercising any power common to the Agency and any other such Public agencies. F. E-The Parties hereto recognize that, in order to serve the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or controlled by the Parties hereto. G. IL.-The Parties hereto recognize that, in order to serve the purpose stated herein, additional funding other than that received-from the above-described fees must be obtained. Each Party has agreed to cooperate in obtaining additional financing, including, but not limited to, debt financing, assessmenftlistricts, special legislation, toll revenue financing, Arterial Highway Financing program funds and other forms of governmental grants-in-aid. H. �4The Parties hereto recognize that in accordance with the principals of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities. I. 4.-It is anticipated by the Parties hereto that any major thoroughfares or bridges constructed pursuant to this Agreement shall comport with those standards for scenic highways set forth in Streets and Highways Code Section 261. NOW, THEREFORE,in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows: 2 I. DEFINITIONS 1.1 For the purposes of this Agreement, the following words shall have the following meanings: a. "Agreement"means this F-i Se_cond Amended and Restated Joint Exercise of Powers Agreement, as amended from time to time. b. "Agency"means the FOOTHILL and EASTERN TRANSPORTATION CORRIDOR AGENCY. C. "Annual Budget"means the approved budget applicable to the expenses of administration of the Agency. d. "Board Members"means those persons serving as members of the Board or their alternates. e. `Board"means the governing body of the Agency. f. "Ex Officio Members"means Board Members who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists. g. "Chief Executive Dir-peterOfficer"means the chief operating employee selected by the Board to manage the day-to-day activities the Agency, including, but not limited to, the appointment and removal of all employees of the Agency except Whose described in Section 3.11 below. The Chief Executive DirgootOfficer shall not be an employee of any individual Party. h. "Fiscal Year"means July 1 st to and including the following June 30th. i. "Joint Transportation Corridor Agency"has the meaning assigned such term in Section 2.3(m) j_ "Joint Transportation Corridor Agency Agreement"__ has the meaning assigned such term in Section 2.3(m). k. �.-"Party"means each of the public entities which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, including any public entity executing an amendment of the original agreement as hereinafter provided. 1. �="Quarter"means July 1st to and including September 30th, October 1 st to and including December 31st, January 1st to and including March 31 and April 1st to and including June 30th, 3 in. "SJH Agency"means the San Joaouin Hills Transportation Corridor Agency formed by the parties to the SJH Agreement. n. "SJH Agreement"means that certain Second Amended and Restated Joint Exercise of Powers Agreement Creatine the San Joaouin Hills Transportation Corridor Agency. II. PURPOSE AND POWERS 2.1 Agency Created. There is hereby created a public entity to be known as the "FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY." The Agency is formed by this Agreement pursuant to the provision of Article 1, Chapter 5, Division 7, of Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto. 2.2 Purpose of the Agreement; Common Powers to be Exercised. Each Party has the common power to plan for, acquire, construct, maintain, repair, manage, operate, and control facilities for one or more of the following purposes: a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges; b. The power to plan for, acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California Department of Transportation (CALTRANS) and the Federal Highway Administration(FHWA)whenever possible. The purpose of this Agreement is to jointly exercise the foregoing common powers to undertake such studies and planning relative to the Foothill and Eastern Transportation Corridors as may be necessary to establish Areas of Benefit, to recommend to the Parties the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by the Parties pursuant to Government Code Section 66484.3 and to fund, plan, acquire, and construct the major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors. Except for maintenance of the facilities relating to collection of tolls and insuring that the major bridges or thoroughfares constructed pursuant to this Agreement comport to those design elements incorporated into Interstate 280 near the San Francisco Bay Area,the Agency shall not maintain or operate, or incur liability for the maintenance or operation of the facilities constructed pursuant to this Agreement, except as otherwise provided herein. Board planning policy has and shall continue to respond to those various memoranda of understanding, resolutions, minute orders and policy statements of Parties, attached as Exhibit"A"to the prior form of this Agreement and collectively incorporated in the "Issues Inventory Manual" adopted by the Board on August 13, 1987. 4 2.3 Powers. The Agency shall have the power in its own name to do any of the following; a. To exercise jointly the common powers of the Parties in studying and planning ways and means to provide for the financing, and construction of the Foothill and Eastern Transportation Corridors; b. To make and enter into contracts; c. To contract for the services of engineers, attorneys,planners, financial consultants, and separate and apart therefrom to employ such other persons, as it deems necessary; d. To appoint agents; e. To lease, acquire, construct,manage, maintain and operate any buildings, works or improvements; f. To acquire, hold, or dispose of property by any lawful means, including without limitation, gift,purchase, eminent domain lease, lease purchase or sale; g. To incur debts, liabilities, or obligations subject to limitations herein set forth; h. To receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity, i. To sue and be sued in its own name; j. To app *yfor an appropriate grant or grants under any federal, state, or local programs for assistance in developing any of its programs; k. To adopt rules, regulations,policies,by-laws and procedures governing the operation of the Agency; 1. To exercise those powers authorized in Chapter 5 (commencing with Section 31100)of Division 17 of the Streets and Highways Code in accordance with Government Code Section 66484.3(f); and in. To enter into a joint powers aereement_with any public agency described in Government Code Section 6502 for the pumose of jointly exercising common powers under Government Code Sections 6500 et. seg. and 66484.3. Any such agreement with the SJH Agency for the joint planning, financing and construction of major thoroughfares and bridges (a "Joint Transportation Corridor Aeencv Agreement"1 shall provide for the formation of a separate authority(a"Joint Transportation Corridor Agency') to cam out the purposes of such Joint Transportation Corridor Agency Agreement Such Joint Transportation Corridor Agency 5 Agreement shall provide that: (i) the board of directors of such Joint Transportation Corridor Agency shall be composed of one (11 voting member appointed by the legislative bodv of each city that is a party to either or both this Agreement and the SJH Agreement from time to time and three (3lvotininbers from the County of Orange said_members to be the duly elected supervisors for the Third Fourth and Fifth County of Orange Supervisorial Districts (ii) each such board member shall also have an alternate appointed by the legislative body of the relevant City or the County appointing such board member consistent with this agreement, (iii)not less than two-thirds (2/3) of the members of such board shall constitute a quorum for the purposes of the transaction of business relating to the Joint Transportation Corridor Agency, and (iv) such board may adopt any motion resolution or order and take any other action they deem appropriate by a vote of the lesser of(a) sixteen (16) such board members. (b) seventy seven percent(77°/u) of those board membersresent andgualifiedto vote or(c) such lesser number or percentage of votes Jbin not less than a majority) that is the requisite vote necessary to maintain the tax-exempt status of!Le bt issued by the Joint Transportation Corridor Agent as supported by an opinion of a nationally recognized bond counsel selected by such board. n. To the extent not herein specifically provided for, to exercise any powers in the manner auand according to the methods provided under applicable laws. III. ORGANIZATION 3.1 Membership. The Parties to the Agency shall be the public entities which have executed or hereafter execute this Agreement, or amendment, thereto, and which have not, pursuant to the provisions hereof, withdrawn therefrom. 3.2 Board. a. The Board shall consist of the following: (i) one voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3.1 above: The cities of Anaheim—Dana Point. Irvine,OR", Lake Forest, Mission Viejo, Orange, Rancho Santa Margarita, San Clemente, San Juan Capistrano,axd-Santa Ana, Tustin and Yorba Linda. (ii) tw4a hree voting Board Members from the County of Orange, said members to be the duly elected supervisors for the Third. Fourth and Fifth County of Orange Supervisorial Districts. (iii) The Board may, from time to time, appoint additional ex officio members. b. Except for ex officio members, each Board Member shall be a current member of the legislative body of the Party each member represents. 6 C. Each Board Member shall also have an alternate appointed by the legislative body of the Party represented by such Board Member. With the exception of the alternates to the Board Members representing the County of Orange, an alternate Board Member must also be a current member of the legislative body of the Party such alternate represents. An alternate Board Member shall assume all rights and duties of the absent Board Member. d. Each Board Member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a successor is named. Board Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the Party such Board Member represents subject, however, to the provisions of Section 3.2 a.(ii). e. A Board Member shall receive only such compensation from the Agency for his/her services as may be approved by not less than two-thirds (2/3) of the Board Members. f. A Board Member may be reimbursed for expenses incurred by such Board Member in the conduct of the business of the Agency. 3.3 Principal Office. The principal office of the Agency shall be established by the Board and shall be located within the County of Orange. The Board is hereby granted full power and authority to change said principal office from one location to another in the County of Orange. Any change shall be noted by the secretary of the Board under this Agreement but shall not be considered an amendment to this Agreement. 3.4 Meetings, The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each Party. Regular, adjourned, and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Section 54950 et. seq., as amended. 3.5 Quorum. Not less than two-thirds (2/3) of the Board Members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. 3.6 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board, subject however, to the reserved rights of the Parties as herein set forth. Unless otherwise provided herein, each Board Member or participating alternate Board Member shall be entitled to one vote, and except as otherwise provided herein, a vote of the majority of those present and 7 qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate. 3.7 Minutes. The secretary of the Agency shall cause to be kept minutes of regular, adjourned regular and special meetings of the Board, and shall cause a copy of such minutes to be forwarded to each Board Member and to each Party. 8 3.8 Rules. The Board may adopt from time to time rules and regulations for the conduct of its affairs consistent with this Agreement. 3.9 Vote or Assent of Parties. The vote, assent, or approval of Parties in any matter requiring such vote, assent or approval hereunder shall be evidenced by a certified copy of the action of the governing body of such Party filed with the Agency. It shall be the responsibility of the Chief Executive t4 o,_ e Officer to obtain certified copies of said actions. 3.10 Officers. There shall be selected by the Board from its membership, a chairman and a vice chairman. The Board shall appoint a secretary who may be a Member. The Board shall appoint an officer or employee of the Board or an officer or employee of a Party to hold the offices of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board. Such person or persons shall possess the powers and the duties of, and shall perform the treasurer and auditor functions for the Agency and those functions required by Government Code Sections 6505, 6505.5, and 6505.6, including any subsequent amendments thereto. The chairman, vice chairman, secretary, treasurer and auditor shall hold office for a period of one year commencing July 1 st of each year. Except for the Chief Executive e - fficer, any officer, employee, or agent of the Board may also be an officer, employee or agent of any of the Parties. The appointment by the Board of such a person shall be evidence that the two positions are compatible. 3.11 Committees. The Board may, as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings shall be open to all Board Members,unless the presence of Board Members who are not members of such committee would violate the provisions of the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended. 3.12 Additional Officers. The Board shall have the power, upon the approval of not less than two-thirds (2/3) of the Board Members, to appoint such additional officers as may be appropriate. Such officers may also be,but are not required to be, officers and employees of a Party. 9 3.13 Bonding Requirement. The officers or persons who have charge of, handle, or have access to any property of the Agency shall be so designated and empowered by the Board. Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Agency. 3.14 Status of Officers and Employees. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability,workers compensation, and other benefits which apply to the activities of officers, agents, or employees of any of the Parties when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees appointed by the Board shall be deemed,by reason of their employment by the Board, to be employed by any of-the Parties or,by reason of their employment by the Board, to be subject to any of the requirements of such Parties. N. FEES 4.1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties. On or before the effective date of this Agreement(or,in the case of a new Party, on or before the date on which that Party becomes signatory to this Agreement), each Party shall require by ordinance the payr%Wnt of a fee as a condition of issuance of a building permit within the Area of Benefit, for the purposes of defraying the actual or estimated cost of senst:kiGtien mayerconstrucf ne maior thoroughfares and bridges, in accordance with California Government Code Section 66484.3. Said fee shall be in the form, and in those amounts set forth in the "Major Thoroughfare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors,"attached hereto as Exhibit"A" and incorporated by reference herein. The imposition of said fee by each Party shall be a condition precedent to that Party's participation in the Agency, and each Party covenants to continue the imposition of such fees as required herein and as required by provisions of any applicable bond indentures. 4.2 Annual Review of Fees. At least once annually,the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two-thirds (2/3) of its Members,modify the fee to be imposed by the Parties hereto. Each Party shall impose said revised fee within one hundred twenty(120) days, and if a Party fails to impose said fees,repeals the enabling ordinance or fee requirement or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the 10 aforementioned time period, whichever is sooner, such action shall be deemed the withdrawal of that Party from the Agency, subject to the conditions specified in Section 9.2 below. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency has been formed as authorized by Section 2.3 of this Agreement such Joint_ Transportation Corridor Agency Agreement may provide that the board of directors of the Joint Transportation Corridor Agency shall be responsible for undertaking the annual or more freouent review of the above-described fee program and shall have the power to modify the fees to be imposed by the Parties hereto upon approval of such modification by such board of directors in accordance with the terms of the Joint Tranortation Corridor Agency Agreement In such event each Party shall impose said revised fee as provided herein as if such revised fee had been approved by the Board in accordance with this Section 4.2. 4.3 Payment. Each Party agrees to hold said fees in trust for the Agency, and to pay said fees to the Agency in quarterly payments,within sixty (60) days after the end of each quarter. The Board may authorize an audit of any Party to determine whether said Payments of fees accurately reflect each Party's obligations under this Agreement. Unpaid fees shall bear interest at a rate to be determined by the Board. In the event that any Party fails to remit said fees to the Agency, said failure may be deemed by the Board to be a withdrawal of that Party from the Agency subject to the conditions specified in Section 9.2 hereof. In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a Party hereto regarding the appropriate amount of the assessment to the Agency, in accordance with the rules and regulations established by the Agency, which decision shall be final. In the event that any Party hereto becomes a Party to litigation regarding the legality of the fee program, the Board, where it deems appropriate, may defend such action or lend other assistance to said Party in said action. If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency has been formed as authorized by Section 2.3 of this Agreement such Joint Transportation Corridor Agency Agreement may authorize the Joint Transportation Corridor Agency to manage the funds collected pursuant to said fee Urogram. In such event, each Party agrees (i) to hold said fees in trust for the Joint Transportation Corridor Agency, (ii)to pay such fees to the Joint Transportation Corridor Agency as provided herein with respect to the Agency, (iiil to permit the Joint Transportation Corridor Agency to audit such Party as provided herein with respect to the Agency, and (iv)that in the event any dispute arises as to the amount of fees assessed any person under the fee program, if the Joint Transportation Corridor Agency Agreement so provides, such dispute shall be managed by the Joint Transportation Corridor Agency and its board of directors in the same manner as described in the third paragraph of this Section 4.3 with respect to the Agency. 4.4 Compensation of Agency for Acquisition of Rights-of-Way. 11 When it is within its power to do so, each Party shall be individually responsible for the preservation and acquisition by dedication pursuant to Title 7,Divisions 1. and 2. of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement. IR flip The event that a Party fails to acquire these rights-of-way by the above-mentioned means after the route alignments for the Foothill and Eastern Transportation sCorridor ar€is established and accepted by the Agency, or fails to preserve such rights-of-way and property interests by the above-mentioned means which were established by the County of Orange prior to such establishment and acceptance by the Agency, that Party shall compensate the Agency for all costs (including attorneys' fees) incurred by the Agency in acquiring said rights-of-way and property interests._If the Agency has entered into a Joint Transportation Corridor Agency Agreement pursuant to which_a Joint Transportation Corridor Agency has been formed as authorizedbySection 2.3 of this Agreement. the Joint Transportation Corridor Agency shall be entitled to enforce the respective obligations of each Party arising pursuant to this Section 4.4. V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5.1 Joint Action with Other Agencies. In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning, coordinating, acquiring, financing, constructing,maintaining,repairing, managing, operating and controlling major thoroughfares and bridges in the ca.4 jeaquio HillsFoothill and Eastern Transportation C oi4:idAi-Corridors or other transportation corridors, the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges,when for any purpose otherwise permitted by law, the Board deems it appropriate. 5.2 Communicatiolls Between Corridor Agencies. In the event that the agencies described in Section 5.1 above other than the Joint Transportation Corridor Agent are formed, the chairman or his designate shall meet with the chairmen, or their designates, of said agencies at least quarterly, for the purpose of coordinating the planning, financing and construction activities of the various agencies. 5.3 Lending and Borrowing Funds Between Agencies. When it is found to be beneficial to the purposes of the Agency and otherwise permitted by law, and serves the general purpose of improving transportation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to or from the agencies described in Section 5.1 above, upon the approval of not less than two thirds (2/3)of the Board Members. The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI. 12 BUDGET AND DISBURSEMENTS 6.1 Annual Budget. The Board shall adopt upon the approval of not less than two thirds (2/3) of the Board Members, an annual budget, for the ensuing fiscal year, pursuant to procedures developed by the Board. 6.2 Disbursements. The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules,regulations, policies, procedures and bylaws adopted by the Board. 6.3 Accounts. All funds will be placed in object accounts and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be reported to the Board. 6.4 Expenditures Within Approval Annual Budget. All expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Dire-sterOfficer in accordance with the rules,policies and procedures adopted by the Board. Notwithstanding the above,no expenditures shall be made for the purpose of the acquisition of rights-of—way or similar property interests except upon the approval of not less than two-thirds (2/3) of the Board Members. No expenditures iryexcess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time,be submitted to the Board. 6.5 Audit. The records and accounts of the Agency shall be audited annually by an independent certified public accountant and copies of such audit report shall be filed with the County Auditor, State Controller and each Party no later than fifteen(15)days after receipt of said audit by the Board. VII. SECURITIES 7.1 Securities. 13 Upon the approval of the Board, the Parties, or the Agency, may participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484.3, including the power to establish one or more community facilities districts under the Mello-Roos Community Facilities District Act of 1982, Government Code Section 53311, et seq., or any other applicable legislation. Other than the fees specified herein, no funds of a Party shall be utilized as security or as a source for the payment or redemption of any securities of the Agency without the consent of the legislative body of that Party. Upon the approval of not less than two-thirds (2/3) of the Board Members, the Agency may participate in the above-mentioned statutory powers for bond financing of the fees specified herein; provided, however, that the fees collected by any Party may be excluded as security for or as a source for such financing if the Board,upon the approval of not less than two- thirds (2/3) of its Members, so provides. VIII. LIABILITIES 8.1 Liabilities. The debts, liabilities, and obligations of the Agency shall be the debts, liabilities, or obligations of the Agency alone and not of the Parties, unless expressly specified herein. 8.2 Hold Harmless and Indemnify. Each Party hereto agrees to indemnify and hold the Agency and the other Parties harmless from any liability for damages, actual or alleged, to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying Party or its employees. Wei-p. Where the Agency, the Board itself or its Members' agents or employees are held liable for injuries to persons or property, each Party's liability for contribution or indemnity for such injuries shall be based proport pnately upon the fees paid by each Party. In the event of liability imposed upon any of the Parties or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the Parties in the performance of this Agreement, the contribution of the Party or Parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars (100.00). The Party or Parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the Agency and all other Parties harmless from any liability for personal injury or property damage arising out of the performance of this Agreement. If the Agency enters into a Joint Transportation Corridor Agency Agreement pursuant to which a Joint Transportation Corridor Agency is formed, then each Party agrees to hold harmless and indemnify the Joint Transportation Corridor Agency, the board of directors of the Joint Transportation Corridor Agency, and the members of such board of directors of the Joint Transportation Corridor Agency, for all matters within the scope of theindemnities made by the Parties in this Section 8.2 with respect to the Agency, the Board and its Members, to the same extent as such indemnities are made to the Agency, the Board and its Members. IX. 14 ADMISSION AND WITHDRAWAL OF PARTIES 9.1 Admission of New Parties. It is recognized that public entities, other than the original Parties, may wish to participate in the Agency. Additional public entities may become Parties to the Agency upon such terms and conditions, including, but not limited to, financial contributions, as provided by the Board and upon the unanimous consent of the Parties evidenced by the execution of a written amendment to this Agreement, executed by all of the Parties, including the additional Party. 9.2 Withdrawal. It is fully anticipated that each Party hereto shall participate in the Agency until the purposes set forth in Section 262.2 above are accomplished. The withdrawal of any Party, either voluntarily or involuntarily pursuant to Sections 4.2 and 4.3 above, unless otherwise provided by the Board, shall be conditioned as follows: (i)in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty(120)days prior to the end of a fiscal year, (ii)the fee program established by the ai4yPga pursuant to this Agreement shall remain in effect for a period of at least four(4)years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees, including by way of illustration, but not limitation,bonds which have been issued or authorized for issuance by the Agency, and letters of credit or other reimbursement obligations owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency; (iii) said withdrawal shall not relieve the Party of its proportionate share of any debts or other liabilities incurred by the Agency prior to the effective date of the Party's withdrawal, nor any liabilities imposed upon or incurred by the Party pursuant to this Agreement prior to the effective date of the Party's withdrawal; and (iv) said withdrawal shall result in the forfeiture of that Party's rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. ..g 15 X. TERMINATION AND DISPOSITION OF ASSETS 10.1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof as provided in this Section 10.1 or until the Parties shall have mutually rescinded this Agreement;provided,however, that the Agency shall continue to exist for the purposes of disposing of all claims, payment of debt service with respect to bonds which have been issued or which have been authorized for issuance and satisfaction of other covenants contained in the resolution and trust indenture relating to said bonds, reimbursement owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency and satisfaction of other covenants contained in reimbursement agreements with such financial institutions, establishment and collection of tolls and development fees, the maintenance of toll collection facilities and the facility in accordance with the California Department of Transportation agreements, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall occur upon the written consent of all of the Parties, or upon the withdrawal from the Agency of a sufficient number of the Parties to leave less than eisix Parties remaining in the Agency, or upon transfer of title to the corridor to the California Department of Transportation and full satisfaction of all outstanding financial obligations of the Agency. However,no such termination shall occur until all reimbursement obligations owed to financial institutions securing bonds have been paid and all other financial and contractual obligations of the Agency have been satisfied. 10.2 Distribution of Property and Funds. In the event ofAhe termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each Party or former Part a proportionate share of the contributions made to such properties yby such Parties, less previous distributions, if any, provided however that said funds also shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor, to the extent legally possible. In the event of the termination of this Agreement, any funds remaining following the discharge of all obligations shall be disposed of by returning to each Party(excluding withdrawn Parties as provided in Section 9.2 hereof) a proportionate share of such funds equal to the percentage of the contribution made by each Party, less each Party's proportionate share of previous distributions, if any,provided that said funds shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor,to the extent legally possible. 16 XI. MISCELLANEOUS 11.1 Amendments. This Agreement may be amended with the approval of not less than three-fourths (3-143/4) of all Parties;provided, however, that no amendment may be made which would adversely affect the interests of the owners of bonds, letters of credit or other financial obligations of the Agency. 11.2 Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified, postage prepaid, addressed to the Parties, shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventy-two (72)hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. 11.3 Effective Date. This Agreement shall be effective at such time as this Agreement has been executed by any siL44ten or more of the Parties enumerated in the introduction of this Agreement. 11.4 Arbitration. Any controversy or claim between any two or more Parties, or between any such Party or Parties and the Agency, in respect to the Agency's operations, or to any claims, disputes, demands, differences, controversies,or misunderstandings arising under, out of, or in relation to this Agreement, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith,the rules of the American Arbitration Association shall apply. The Party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Party and the Agency. Such notice shall designate as"respondents" such other Parties as the initiating Party intends to have bound by any award made therein. Any Party not so designated but which desires to join in the arbitration may,within ten(10) days of service upon it of such notice, file a response indicating its intention to join in and to be bound by the results of the arbitration, and further designating any other Parties it wishes to name as a respondent. Within twenty (20) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as"AAA," shall submit simultaneously to the initiating and to all Parties named as respondents or filing a response therein, an identical list of names and persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each Party to the dispute shall have seven (7) days from the mailing date in which to cross off any names indicating the order of his or her preference, and return the list to the AAA. If a Party does not return the list within such time period, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, in accordance with the designated order of mutual 17 preference,the AAA shall invite the acceptance of an arbitrator to serve. If the Parties fail to agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list,the AAA shall have the power to make the appointment of the arbitrator from other members of the panel without the submission of any additional list. The arbitrator shall proceed to arbitrate the matter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure. If the Agency enters into a Joint T_ransnortation Corridor Aeencv Agreement Uursuant to which a Joint Transportation Corridor Agency is formed as authorized by Section 2.3 of this Agreement, then each Party agrees that the arbitration provisions in this Section 11.4 shall apply to any controversy or claim between any such Party or Parties and the Joint Transportation Corridor Agency arising under, out of, or in relation to this Agreement. 11.5 Partial Invalidity. If any one or more of the terms, provisions, sections,promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,provisions, sections, promises, covenants and conditions of this Agreement shall not be effected thereby and shall be valid and enforceable to the fullest extent permitted by law. 11.6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 11.7 Assignment. The Parties shad not assign any rights or obligations under this Agreement without written consent of all other Parties. 11.8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below,respectively. 11.9 Third Party Beneficiary. In the event that the Agency enters into a Joint Transportation Corridor Agency Aereement pursuant to which a Joint Transportation Corridor Aeencv is formed as authorized by Section 2.3 of this Agreement, such Joint Transportation Corridor Agency shall be a third party beneficiary of the provisions of this Agreement creatine obligations for the benefit of such Joint Transportation Corridor Agency. 18 IN WITNESS WHEREOF. this Amendment No._5 to the First Amended and Restated Joint Exercise of Powers A_Qreement Creatine the Foothill and Eastern Transportation Corridor Agency shall be effective as of the date that not less than three-fourths (3/4) of the Parties listed_ below have authorized execution_hereof, as evidenced by the authorized sienatures below. resroectively. COUNTY OF ORANGE Name: Date: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUyIENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD: Name: Clerk of the Board of Sungrvisors Date: APPROVED AS TO FORM: County Counsel By. Deputy Date: 19 ATTEST: CITY OF ANAHEIM Clerk of the City of Anaheim By: Mayor ---------------------------------------------- By: Dated: APPROVED AS TO FORM: By: _ -City Counsel ATTEST: CITY OF DANA POINT Clerk of the City of Dana Point By: _ Mayor Bv: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF IRVINE Clerk of the City of Irvine By: _ Mavor Dated: APPROVED AS TO FORM: By: City Counsel 20 ATTEST: CITY OF LAKE FOREST Clerk of the City of Lake Forest By: _ - ayor Dated: APPROVED AS TO FORM: By: _-- _- Cty-Counsel ATTEST: CITY OF MISSION VIEJO Clerk of the City of Mission Viejo By: Mayor Bv: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF ORANGE Clerk of the City of Oranee By: Mayor BY: Dated: APPROVED AS TO FORM: By: City Counsel 21 ATTEST: CITY OF RANCHO SANTA MARGARITA Clerk of the City of Rancho Santa Margarita Mavor By: Dated: APPROVED AS TO FORM: By: Citv Counsel ATTEST: CITY OF SAN CLEMENTE Clerk of the City of San Clemente By: Mavor By: Dated: APPROVED AS TO FORM: By: Citv Counse] 1s ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the City of San Juan Capistrano Bv: Ma vor By: Dated: APPROVED AS TO FORM: By: City Counsel 22 ATTEST: CITY OF SANTA ANA Clerk of the City of Santa Ana By: _ Mavor Dated: APPROVED AS TO FORM: By: City_Counsel ATTEST: CITY OF TUSTIN Clerk of the City of Tustin By: By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF YORBA LINDA `8 Clerk of the City of Yorba Linda By: Mavor By: [SIGNT n Trr ro ES TO FQT r nwi Dated: APPROVED AS TO FORM: City Counsel 23 TABLE OF CONTENTS Page [insi-�Ft table of GO ...I I. DEFINITIONS...............................................................................................3 11. PURPOSE AND POWERS........................................................... 2.1 A encv Created............ 2.2 Purpose of the Agreement: Common Powers to be Exercised. ............ .......................4 2.3 Powers....—....... ........................................... 111. ORGANIZATION....................................................... .........................6 3.1 Membershjp. .,,--.— ..............................6 3.2 Board........................................ ............................6 3.3- Principal Office................................ .............................................................7 3.4 Meetings............................................................................................................7 3.5- Quorum ............................. ...................................... .....................7 3.6 Powers and Limitations Thereon. ........................ .......... ..................... .I .... . .... .....7 3.7 Minutes. .........................................................................................................................8 3.8 Rules. .......................................................... ...........................................................8 3.9 Vote or Assent ot9wake—s— ..........................11.9 3.10 Officers. ......... ...................................................................... ..............8 3.11 Committees.........................................................................................................8 3.12 Additional Officers. ............ .....................I....I...9 3.13 Bonding Requirement....................................................................... ....................9 3.14 Status of Officers and Eml)lovees..................................... .................. .........................9 IV. FEES...................................................................................................................................9 4.1 Imposition of MaLor Thoroughfare and Bridge Construction Fee by Parties..... . ..... 9 4.2 Annual Review of Fees._..___._„__.__ 4.3 Payment........................................................................................................................10 TABLE OF CONTENTS (cont'd) Page 4.4 Compensation of Agency for Acquisition of Rights-of-_Waa......................................I I V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES ..........................11 5j Joint Action with Other Agencies ......................I I 5.2 Communications Between Corridor Agencies.............................................................11 5.3 Lending and Borrowing Funds Between Agencies. ...... .............................................12 VI. BUDGET AND DISBURSEMENTS................. .12 6.1 Annual Budget. ----, ...........................12 6.2 Disbursements.................................................... ..........................................................12 6.3 Accounts. .......... ..................................................................12 §=4 Expenditures Within Approval Annual Budget.............................. 12 6.5 Audit. ...........................................................................................................................13 vil. SECURITIES..................................................................................................13 7.1 Securities.......................................................................................................13 VIII. LIABILITIES............................................. ..................................13 8.1- Liabilities. ................. . ..... ....................13 8.2 Hold Harmless anUndenmif y ........ ...............13 IX. ADMISSION AND WITHDRAWAL OF PARTIES .......................................................14 9.1 Admission of New Parties. ... ...............................................14 9.2 Withdraw .............................. ..........................14 X. TERMINATION AND DISPOSITION OF ASSETS.......................................................15 10.1 Termination..........................- .......................................................15 10.2 Distribution of Property and Funds...................... ........................................................15 XI. MISCELLANEOUS............. .16 11.1 Amendments. ....... ........-.........................................................................................16 11.2 Notice....................................................................................................................16 ii TABLE OF CONTENTS (cont'd) Page 11.3 Effective Date. ...............................................................................................16 11.4 Arbitration ........................16 11.5 Partial Invalidity.................... 11.6 Successors....—_..................I ------ ...................................... ..................17 11.7 Assignment. ............................. .......................17 11.8 Execution. .............—... ....... ................................. ........17 11.9 Third Party BeneficianL................ . ... ... . ... .......... ..................................... Joao 32400 PASEO ADELANTO RGIAIAIRO SAN JUAN CAPISTRANO, CA 92675 URIUSAO 1961 MEMBERS OF THE CITY COUNCIL (949) 493-1171DIANE L SATHGATE CAMPBEU- (949) 493-1053 (FAX) • 1776 • JOHN S. CONE wTvm.sanjuancapistrano.org WA TF M.M.SW SWERDUN CITY MANAGER GEORGESCARBOROUGH November 22, 2002 NOTIFICATION OF ACTION BY THE CITY COUNCIL OF SAN JUAN CAPISTRANO On November 19, 2002 the City Council of San Juan Capistrano met regarding: "Consideration of Proposed Amendments to Joint Powers Agreements Related to Consolidation of the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies" Item No. H1 a The following action was taken at the meeting: Amendments to existing Joint Powers Agreement to authorize the consolidation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency into a new joint powers authority approved. The executed documents were returned to Julia M. Silva, Assistant City Manager, for distribution. Please contact her at 443-6313 for more detailed information. Thank you, Me ona an, CMC Cit Clerk Cc: Walter D. Kreutzen, Transportation Corridor Agencies; Julia M. Silva, Assistant City Manager Z San Juan Capistrano: Preserving the Past to Enhance the Future 32400 PASEO ADELANTO J.� 19101101001 SAN JUAN CAPISTRANO, CA 92675 JIt1118fY11 1 1961 MEMBERS OFTHE OWCOUNCIL (949) 493-1171DIANE L BATHGATE 1776 COLLENE CAMPBELL (949) 493-1053 (FAX) 0 JOHN S.GEUT m Ivry sanjuancapistran o.org ` ATT HAf1T • DAVID M.SWEROUN • CITY MANAGER GEORGESCARBOROUCH NOTIFICATION OF MEETING F POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL The City Council of San Juan Capistrano will meet at 7:00 p.m. on November 19, 2002 in the City Council Chamber in City Hall, to consider: "Consideration of Proposed Amendments to Joint Powers Agreements Related to Consolidation of the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies" — Item No. H1a If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at City Hall by 5:00 p.m. on Monday, November 18, 2002 to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a blue 'Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Julia M. Silva, Assistant City Manager. You may contact that staff member at (949) 443-6313 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanivancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: council-agendas(cilsanivancapistano.org. Me o ahan, CMC C Cler cc: alter D. Kreutzen, Transportation Corridor Agencies; Julia M. Silva, Assistant City Manager * Received staff report DRUG USE IE San Juan Capistrano: Preserving the Past to Enhance the Future LAW OFFICES NOSSAMAN, GUTHNER, KNOX & ELLIOTT, LLP WALTER L. NOSSAMAN SUITE 1900 JOHN T. KNOX (1886-1966) WARREN G. ELLIOTT 18101 VON KARMAN AVENUE OF COUNSEL WILLIAM E. GUTHNER, JR. IRVINE, CALIFORNIA 92612-0177 (1932-1999) TELEPHONE (949) 833-7800 FACSIMILE (949) 833-7978 SAN 3=RANCI_6_QQ WASH I NN♦GTQN_OC_ THIRTY-FOURTH FLOOR SUITE 370-5 50 CALIFORNIA STREET 601 13'" STREET N.W. SAN FRANCISCO. CA 94111-4707 MONICA M LAWRENCE WASHINGTON, D.0 20005 (415) 398-3690 DIRECT DIAL NUMBER (202) 783-7272 (949) 477-7625 LQS ANGELES EMAIL mldwrence@110552man,c Om SACRAMENTO THIRTY-FIRST FLOOR SUITE 1000 445 SOUTH FIGUEROA STREET March 11, 2003 915 L STREET LOS ANGELES, CA 90o7L 1602 SACRAMENTO, OA 95814-3705 (2 13) 612-7800 (9 16) 442-8888 REFER TO FILE NUMBER 060182-0126 VIA FEDERAL. EXPRESS Meg Monahan, CMC San Juan Capistrano City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Foothill/Eastem and San Joaquin Hills Transportation Corridor Agency Dear Ms. Monahan: Pursuant to our phone conversation today, enclosed please find: (1) The redline versions of the Second Amended and Restated Joint Powers Agreements for each of the above-referenced agencies; (2) The final version of the Agreements; (3) Signature pages (2 for each agreement) for execution by the Mayor, City Clerk and legal counsel for the City. Thank you for agreeing to coordinate having the signature pages executed and returned to my attention. I'm also waiting for final signatures from member agency Dana Point. Once I have received signatures from San Juan Capistrano and Dana Point, I will provide each member agency with 1 original signature page for their City and a copy of the signatures from the other members to keep on file. On November 22, 2002, you provided the TCA with a Notification of Action for the city's adoption of these agreements at their November 19, 2002. Would you please provide me with a certified copy of the minutes from that meeting for their file? We have obtained minutes evidencing action by all other members and would like TCA's records to be consistent. 227051_1.DOC NOSSAMAN, GUTHNER, KNOX & ELLIOTT, LLP Meg Monahan, CMC March 11, 2003 Page 2 Thank you again for your assistance with these matters. Please contact me (or Donna Brady, TCA's lawyer in our office) if you have any questions or require further information. (Very yttruly yours, Monica M. Lawrence Paralegal MML Enclosures 227051_1.DOC Jwa„ 32400 PASEO ADELANTO BD�RRip SAN JUAN CAPISTRANO,CA 92675 • (SIgt6�i1 1g61 MEMBERS OF THE CITY COUNCIL (949) 493-1171 1776 DIANE L BATHGATE (949) 493-1053 (FAX) JOHN S.GELFF ivlviv.sanj uancapislrano.org MATT HART • JOE SOTO DAVID M.SWERDLIN CITY MANAGER GEORGESCARBOROUGH March 18, 2003 Nossaman, Guthner, Knox & Elliott, LLP 18101 Von Karman Ave, Ste 1800 Irvine, CA 92612-0177 Attention: Monica M. Lawrence, Paralegal Re: Foothill/Eastern & San Joaquin Hills Transportation Corridor Agency's "Second Amended and Restated Joint Exercise of Powers Agreements Dear Ms. Lawrence: Enclosed, please find original, executed agreements as follows: SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILUEASTERN TRANSPORTATION CORRIDOR AGENCY SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY Each agreement is accompanied by (2) original, executed signature pages. The enclosed agreements replace the redlined agreements that were executed on November 19, 2002. 1 have retained the executed redlined versions. Also enclosed, per your request, is a certified copy of the Minutes from the November 19, 2002 City Council meeting. Sincerely, Meg o han, CMC City lerk 949) 443-6308 Cc: Julia Silva, Assistant City Manager DRUG USE N W—RdSan Juan Capistrano: Preserving the Past to Enhance the Future William Woollen,Jr. Chief Executive Officer San Joaquin Hills Foothill/Eastern Walter D.Kreutzen Corridor Agency Corridor Agency Executive Vice President Chairman. Chairman. Finance&Administration Patricia Bates Scott Diehl Gregory G.Hank Laguna Niguel San Clemente TRANSPORTATION CORRIDOR AGENCIES Executive Vice President Design&Construction January 2, 1996 Mr. George Scarborough City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject: Amended and Restated Member Agency Notice and Acknowledgement Dear Mr. Scarborough: Enclosed is a certified copy of the executed subject document for your files. If you have any questions,please call me at (714) 513-3435. Best regards, G Eileen J. H an Manager, B d Finance 207 E. SANDPOINTE AVE., SUITE 200, P.O. BOX 28870, SANTA ANA, CA 92799-8870 714/436-9800 FAX 714/436-9848 Members.Anaheim.Costo Mesa.County of Orange.Dana Point.Irvine.Lake Forest.Laguna Hills.Laguna Niguel. Mission Viejo.Orange•Newport Beach.Santa Ana.San C'emente.Son Juan Capistrano.Tustin. Yorbo Linda ® Recycled Popo, JAN 3 1996 AMENDED AND RESTATED 1 MEMBER NOTICE AND ACKNOWLEDGEMENT This AMENDED AND RESTATED MEMBER NOTICE AND ACKNOWLEDGEMENT (the "Notice and Acknowledgement") is given by FOOTHILI"ASTERN TRANSPORTATION CORRIDOR AGENCY (the "Agency") and FIRST INTERSTATE BANK OF CALIFORNIA, as trustee (the "Trustee") and acknowledged by CITY OF SAN JUAN CAPISTRANO (the "Member"). WHEREAS, in order to implement the Major Thoroughfare and Bridge Fee Program on a regional basis and to provide a means to finance, design and construct a toll road for the Foothill/Eastern Transportation Corridor ("Foothill/Eastem Transportation Corridor System"), the County of Orange (the "County") and certain cities within the County (collectively, the "Members") have entered into a First Amended and Restated Joint Exercise of Powers Agreement, dated as of October 17, 1988 (the "Joint Powers Agreement") crating the Agency; and WHEREAS, in recognition of the particular transportation needs to be addressed in the County, the California Legislature enacted laws codified as Section 50029 and Section 66484.3 of the California Government Code, authorizing the Members to require the payment of Development Impact Fees for the purpose of financing the cost of bridges and major thoroughfares within the County; and WHEREAS, the Agency has determined it necessary and advisable to provide for the issuance from time to time of its Toll Road Revenue Bonds (the "Bonds") and other evidences of its indebtedness from time to time for the purpose of paying costs of the Foothill/Eastern Transportation Corridor System, including the 1995 Project (as defined in the Second Supplemental Indenture); and WHEREAS, the Agency has determined it necessary and advisable to issue Bonds pursuant to the Master Indenture of Trust dated as of May 15, 1995, by and between the Agency and the Trustee (the "Master Indenture") including Bonds designated as the Series 1995B-E (Variable Rate) Bonds (the "Series 1995 (Variable Rate) Bonds") under the conditions and subject to the limitations set forth in the Master Indenture as supplemented by the Second Supplemental Indenture of Trust, as amended (the "Second Supplemental Indenture") by and between the Agency and the Trustee; and WHEREAS, the Agency's obligations to the banks providing letters of credit to support the Series 1995 (Variable Rate) Bonds (the "Banks") and to Morgan Guaranty Trust Company of New York (the "Swap Provider") in respect of the interest rate swap relating to the Series 1995 (Variable Rate) Bonds, will be secured in part by a security interest in all present and future Development Impact Fees, all rights to receive Development Impact Fees and all of the Agency's rights under the Joint Powers Agreement relating to 9Fi73989.1 1356-23-MBR-09/01/95 receipt and collection of Development Impact Fees and the proceeds of the foregoing (the "Collateral"); 1. Notice is hereby given that pursuant to section 7.5(b) of the Second Supplemental Indenture, the Agency has pledged and assigned to the Trustee and granted to the Trustee a security interest in all of the Agency's present or future right, title and interest in and to the Collateral, for the exclusive benefit of the Banks and the Swap Provider. 2. The Member hereby acknowledges the Trustee's security interest in the Collateral. 3. The Member agrees that (i) it shall collect all Development Impact Fees on behalf of the Agency; (ii) such Dgvelopment Impact Fees are the property of the Agency and the Member has no beneficial interest therein; (iii) until such Development Impact Fees have been paid to the Agency, the Member shall hold all such Development Impact Fees in trust for the benefit of the Agency and the Trustee acting for the benefit of the Banks and the Swap Provider; (iv) the Member shall segregate such Development Impact Fees from its other revenues and identify on its books and records such Development Impact Fees as belonging to the Agency; and (v) the Member shall pay all Development Impact Fees directly to the Trustee at the address specified by the Trustee or by wire transfer to the account specified by the Trustee. 4. For purposes of this Notice and Acknowledgement, "Development Impact Fees" means the fees collected by the Member as a condition of approval of a final map or as a condition of approval of a building permit pursuant to Section 66484.3 of the California Government Code, the Joint Powers Agreement and the ordinances adopted by such Member. SM73999.1 2 135647-FAM-MIO1195 5. This Notice and Acknowledgement is subject to California law and is given in order to perfect and protect the security interest of the Trustee in the Collateral. This Member Notice and Acknowledgement amends and restates the Member Notice and Acknowledgement executed by the Member on June 1, 1995 and supersedes that certain Member Notice and Acknowledgement dated July 7, 1993 executed by the Agency and Morgan Guaranty Trust Company of New York and acknowledged by the Member. FOOTBILIJEASnUIN TRANSPORTATION CORRIDOR AGENCY Title: fi E t! FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By: —1 e. Title: Acknowledged and Agreed: CITY OF SAN JUAN CAPISTRANO By Ti e: it ager 1,Kathy[t�..^aM,1:�,nn crs7i,y Ei^_f^rn(�-v:`g instrc^cr.,.t� October 5 1995 be a full, true a+.5!c_; -c c ;: of t' cK,-a;al iastruz: r+t Dated • now on file is cur Q'SCO. Date: thy Besnard Trans tion Corridor Agencies sa3-7e"9.1 3 135s23-IM-Mro1195 JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY TABLE OF CONTENTS Page RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . 1 IDEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 IIPURPOSE AND POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.1 Agency Created. . . . . . . . . . . . . . . . . . . . . . . . . . 5 2 .2 Purpose of the Agreement; Common Powers to be Exercised . . . . . . . . . . . . . . . . . . 5 2.3 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 IIIORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 . 1 Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 . 2 Names. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 .3 Board of Directors. . . . . . . . . . . . . . . . . . . . . . 8 3 .4 Principal Office. . . . . . . . . . . . . . . . . . . . . . . . 10 3 .5 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3 .6 Quorum. . . . . . . . . . . . . . . . . . . . . 11 3 .7 Powers and Limitations Thereon. . . . . . . . . . 11 3 .8 Minutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3 .9 Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3 .10 Vote or Assent of Parties. . . . . . . . . . . . . . . 11 3.11 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3 . 12 Committees. . . . . . . . . . . . . . . . . . . . 13 3 .13 Additional Officefrs and Employees. . . . . . . 13 3 . 14 Bonding Requirement. . . . . . . . . . . . . . . . . . . . . 13 3 . 15 Status of Officers and Employees. . . . . . . . 14 IV CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . 14 4 .1 Imposition of Major Thoroughfare and Bridge Construction Fee by Members. . . . . . 14 4 .2 Annual Review of Fees. . . . . . . . . . . . . . . . . . . 15 4 . 3 Payment. . . . . . . . . . . . . . . . . . . . . . . . . 16 4 .4 Compensation of Agency for Acquisition of Rights-of-Way. . . . . . . . . . . . 17 V RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES. . . . . . . . . . . . . . . . . . 18 5 .1 Joint Action with Other Agencies. . . . . . . . 18 5 .2 Communications Between Corridor Agencies. . . • . . . . . . . . . . . . . . . . . 18 5 .3 Lending and Borrowing of Funds Between Agencies. . . . . . . . . . . . . . . . . . . . . . . . 18 ( i) VI BUDGETS AND DISBURSEMENTS. . . . . . . . . . . . . . . . . . . . 19 6 . 1 Annual Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6 . 2 Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6 .3 Accounts. . . . . . . . . . . . . . . . 19 . . . . . . . . . . . . . . . . 6 .4 Expenditures Within Approved Annual Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6 .5 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6 .6 Reimbursement of Funds . . . . . . . . . . . . . . . . . . 20 ,VII SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 7.1 Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 VIII LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 8 .1 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 21 8 . 2 Hold Harmless and Indemnity. . . . . . . . . . . . . 21 IX ADMISSION AND WITHDRAWAL OF PARTIES. . . . . . . . . . 22 9 . 1 Admission of New Parties . . . . . . . . . . . . . . . . 22 9.2 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 X TERMINATION AND DISPOSITION OF ASSETS . . . . . . . . 24 10 .1 Termination. . . . . . . . . . . . • . . . . . . . . . 24 10 .2 Distribution of Property andFunds. . . . . . 25 XIMISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 11 . 1 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 11 .2 Notice. . . . . . . . . . . . . . . . . . . . . . . 26 11 .3 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . 26 11.4 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 26 11 . 5 Partial Invalidity. . . . . . . . . . . . . . . . . . . . . . 28 11 .6 Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 11 . 7 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 11 . 8 Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ( ii ) JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY THIS AGREEMENT is made and entered into as of the day of , 1985 , by and between five or more of the following public agencies : ( a) County of Orange (b) City of Anaheim (c) City of Irvine (d) City of Orange (e) City of San Clemente ( f ) City of San Juan Capistrano (g ) City of Santa Ana ( h) City of Tustin ( i ) City of Yorba Linda R E C I T A L S : A. The California State Legislature adopted Chapter 708 , Statutes 1984 , adding Section 66484 . 3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways, railways, freeways, and canyons or constructing major thoroughfares. B. The parties to this Agreement have territory within or related to those areas known as the Foothill and Eastern Transportation Corridors and desire to impose such a fee pursuant to Government Code Section 66484 . 3 in order to finance the planning , acquisition and construction of major thoroughfares and bridges in the Foothill and Eastern Trans- portation Corridors. The parties hereto have the common power to conduct such transportation planning , financing and construction. C. It has been determined by the parties hereto that it is in the best interests of the respective parties to join together to administer the funds provided by these fee pro- grams, and to plan, acquire and construct said thoroughfares and bridges. D. Each of the parties is authorized to contract with each other for the joint exercise of any common power under Article 1 , Chapter 5 , Division 7 , Title 1 of the Government Code of the State of California. E. The parties hereto recognize that, in order to serve the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or con- trolled by the parties hereto. F. The parties hereto recognize that, in order to serve the purposes stated herein, additional funding other -2- • • than that received from the above-described fees must be obtained . Each party has agreed to cooperate in obtaining additional financing , including , but not limited to, debt financing , assessment districts, special legislation, Arteri- al Highway Financing program funds and other forms of govern- mental grants-in-aid . G. The parties hereto recognize that in accordance with the principles of sound community planning , future land use decisions should not upset the balance between land use intensity and adequate transportation facilities. H. It is anticipated by the parties hereto that the public agency created pursuant to this Agreement shall termi- nate upon the effective date of the inclusion of the trans- portation facilities constructed pursuant to this Agreement in the California State Highway System , as defined and governed by Division 1 of the Streets and Highways Code . NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: I DEFINITIONS For the purposes of this Agreement, the following words shall have the following meanings : a. "Agreement" means this Joint Exercise of Powers Agreement. -3- b . "Agency" means the FOOTHILL/EASTERN TRANSPOR- TATION CORRIDOR AGENCY formed pursuant to this Agreement. C. "Annual Budget" means the approved budget applicable to the expenses of administration of the Agency. d. "Board" means the governing body of the Agency. e. "Ex Officio Members" mean Board members who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists. f. "Executive Director" means the chief operating employee selected by the Board to manage the day-to-day activities of the Agency. The Executive Director shall not be an employee of any individual member of the Agency. g. "Fiscal Year" means July lst to and including the following June 30th. h. "Members" or "Board Members" mean those per- sons serving as members of the Board or their alter- nates. i. "Party" means each of the parties which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, includ- -4- ing any public entity executing an addendum of the original agreement as hereinafter provided. j . "Quarter" means July 1st to and including September 30th, October 1st to and including December 31st, January 1st to and including March 31 and April 1st to and including June 30th. II PURPOSE AND POWERS 2 . 1 Agency Created . There is hereby created a public entity to be known as the "FOOTHILL/EASTERN-TRANSPORTATION CORRIDOR AGENCY. " The Agency is formed by this Agreement pursuant to the provi- sions of Article 1 , Chapter 5 , Division 7 , Title 1 of the Government Code of the State -of_ California. The Agency shall be a public entity separate from the parties hereto. 2. 2 Purpose of the Agreement; Common Powers to be Exer- cised. Each member has the common power to plan for, acquire, construct, maintain, repair, manage , operate , and control facilities for one or more of the following purposes: a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges; b. The power to plan for, acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California -5- Department of Transportation ( CALTRANS) and the Federal Highway Administration ( FHWA) , whenever possible. The purpose of this Agreement is " to jointly exer- cise the foregoing common powers to undertake such studies and planning relative to the Foothill and Eastern Transporta- tion Corridors as may be necessary to establish areas of benefit, to recommend to its members the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by those members pursuant to Government Code Section 66484 . 3 and to fund , plan, acquire, construct, maintain, repair, manage , operate and control the major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors. Board planning policy shall respond to those memoranda of understanding and various minute orders and policy state- ments adopted by each party to this Agreement, attached hereto collectively as Exhibit "A" and incorporated by reference herein. 2 .3 Powers . The Agency shall have the power in its own name to do any of the following : a. To exercise jointly the common powers of its members in studying and planning ways and means to provide for the design , financing , and constructing of the Foothill and Eastern Transportation Corridors; b. To make and enter into contracts; -6- 0 0 c . To contract for the services of engineers , attorneys, planners , financial consultants , and separate and apart therefrom to employ such other persons , as it deems necessary; d . To appoint agents; e. To lease, acquire, construct, manage , main- tain, and operate any buildings, works, or improvements; f. To acquire, hold, and dispose of property by eminent domain, lease, lease purchase or sale; g . To incur debts, liabilities, or obligations subject to limitations herein set forth; h. To receive gifts, contributions and donations of property, funds, services and other forms of finan- cial assistance from persons, firms , corporations and any governmental entity; i. To sue and be sued in its own name; j . To apply for an appropriate grant or grants under any federal , state, or local programs for assis- tance in developing any of its programs ; k. To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Agency; and 1. To the extent not herein specifically provided for, to exercise any powers in the manner and according to the methods provided under applicable laws. -7- IZI ORGANIZATION 3 . 1 Membership. The parties to the Agency shall be each public entity which has executed or hereafter executes this Agree- ment, or any addenda , amendment, or supplement thereto, and which has not, pursuant to the provisions hereof, withdrawn therefrom. 3 .2 Names. The names , particular capacities and addresses of the parties at any time shall be shown on Exhibit "B" attach- ed hereto, as amended or supplemented from time to time. 3 .3 Board of Directors. a. The Board of -Directors shall consist of the following : ( i) one voting member from each of the fol- lowing entities which have become members of the Agency pursuant to Section 3 . 1 above : the cities of Anaheim , Irvine, Orange , San Clemente, Santa Ana, San Juan Capistrano, Tustin, and Yorba Linda. ( ii) two voting members from the County of Orange ( in the event that the County of Orange becomes a member of the Agency pursuant to Section 3 . 1 above) , said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Dis- tricts, or their alternates. -8- ( iii) one ex officio member representing the California Department of Transportation and one ex offi- cio member representing the Orange County Transportation Commission. The Board may, from time to time appoint additional ex officio members. b. Except for ex officio members , each member of the Board shall be a current member of the legislative body such member represents. C. Each participating member shall also have an alternate, who must also be a current member of the legislative body of the party such alternate represents with the exception of the alternates to the members representing the County of Orange . The name of the alternate member shall be on file with the Board. An alternate member shall assume all rights and duties of the absent member. d. Each member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a succes- sor is named. Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the party such member represents. e. A board member shall receive only such compen- sation from the Agency for his services as may be -9- approved by not less than two-thirds ( 2/3 ) of the members of the Board. f. A board member may be reimbursed for expenses incurred by such member in the conduct of the business of the Agency. 3 .4 Principal Office. The principal office of the Agency shall be estab- lished by the Board and shall be located within the County of Orange . The Board is hereby granted full power and authority to change said principal office from one location to another in the County of orange. Any change shall be noted by the secretary under this section but shall not be considered an amendment to this Agreement. 3 .5 Meetings . _ - - - The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each party hereto. Regular, adjourned , and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Sections 54950 et seq. , as it may be amended. -10- 3 .6 Quorum. Not less than two-thirds of the members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. 3 .7 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board , subject however, to the reserved rights of the parties as herein set forth. Unless otherwise provided herein, each member or participating alternate shall be entitled to one vote , and except as otherwise provided herein, a vote of the majority of those present and qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate to carry forward the objectives of the Agency. 3 .8 Minutes. The secretary of the Agency shall cause to be kept minutes of regular, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member and to each of the members hereto. 3 .9 Rules. The Board may adopt from time to time such rules and regulations for the conduct of its affairs consistent with this Agreement. 3. 10 Vote or Assent of Parties. The vote, assent, or approval of parties in any matter requiring such vote, assent or approval hereunder -ll- shall be evidenced by a certified copy of the action of the governing body of such party filed with the Agency. It shall be the responsibility of the Executive Director to obtain certified copies of said actions. 3 .11 Officers. There shall be selected from the membership of the Board , a chairman and a vice chairman. The Board shall appoint a secretary who may be a member. The Board shall appoint an officer or employee of the Board or an officer or employee of a member public agency to hold the offices of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board. Such person or ..persans _ shall possess the powers of , and shall perform the treasurer and auditor functions for, the Agency and perform those functions required by Government Code Sections 6505 , 6505 . 5 , and 6505 . 6 , including any subse- quent amendments thereto. The chairman, vice chairman, and secretary shall hold office for a period of one year commencing July 1st of each and every fiscal year; provided , however, the first chairman, vice chairman, and secretary appointed shall hold office from the date of appointment to June 30th of the ensu- ing fiscal year. Except for the Executive Director, any officer, employee, or agent of the Board may also be an officer, employee, or agent of any of the members. The -12- • • appointment by the Board of such a person shall be evidence that the two positions are compatible. 3 . 12 Committees. The Board may , as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings of the Agency shall be open to all members . 3 . 13 Additional Officers and Employees. The Board shall have the power to appoint such additional officers and to employ such employees and assist- ants as may be appropriate. Such officers and employees may also be , but are not required to be, officers and employees of the individual members. 3 .14 Bonding Requirement. The officers or persons who have charge of , handle, or have access to any property of the Agency shall be the members of the Board , the treasurer, the auditor, and any other officers or persons to be designated or empowered by the Board. Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer be extended to cover the obliga- tions provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable -13- to the coverage required herein shall be appropriate expenses of the Agency. 3 . 15 Status of Officers and Employees. - All of the privileges and immunities from liabil- ity, exemption from laws, ordinances and rules, all pension, relief, disability, worker' s compensation, and other benefits which apply to the activity of officers , agents, or employees of any of the members when performing their respective func- tions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents , or employees appointed by the Board shall be deemed , by rea- son of their employment by the Board , to be employed by any of the members or, by reason of their employment by the Board, to be subject to any of the requirements of such members. IV CONTRIBUTIONS 4 . 1 Imposition of Major Thoroughfare and Bridge Con- struction Fee by Parties. On or before the effective date of this Agreement (or in the case of a new party, on or before that party becomes signatory to this Agreement) , each party shall require by ordinance or resolution the payment of a fee as a condition of issuing building permits, for the purposes of defraying the actual or estimated cost of constructing major -14- 0 0 thoroughfares and bridges, in accordance with California Government Code Section 66484 .3 . Said fee shall be in the form, and in those amounts set forth in the "Major Thorough- fare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors, " attached hereto as Exhibit "C" and incorporated by reference herein. The imposition of said fee by each party shall be a condition precedent to that party' s par- ticipation in the Agency. 4 . 2 Annual Review of Fees. At least once annually, the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two thirds ( 2/3) of its members , modify the fee to be imposed by the parties hereto. The legislative body of each party shall impose said revised fee within one hundred twenty ( 120) days , and if a party fails to impose said fees, repeals the enabling ordinance or fee requirement, or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the aforemen- tioned time period, whichever is sooner, such action shall be deemed the withdrawal of that party from the Agency, subject to the conditions specified in Section 9 .2 below. When the total amount of fees collected by the Agency pursuant to this Article has exceeded fifty percent ( 508 ) of the estimated total cost for the projects to be con- -15- structed pursuant to this Agreement, the Board , upon the approval of not less than two thirds ( 2/3) of its members , may extinguish the obligations of the parties to remit said fees to the Agency or, in the alternative , may restrict the future obligations of the parties to remit said fees to the Agency to an amount to be determined by the Board. 4 . 3 Payment. Each party agrees to contribute said fees to the Agency in quarterly payments. In addition, the Board , upon approval of not less than two-thirds ( 2/3) of its members , may assess each party of the Agency an amount in excess of the amount of said fees collected by that party in order to meet overhead and other administrative expenses specified in the annual budget. For the purposes of this Agreement, the "contribution" of each party shall include the corridor fees imposed pursuant to this Agreement, any excess amounts assessed to the party by the Board , and any voluntary contri- butions made to the Agency by the party. The contribution of each party of the Agency specified herein shall be due and payable sixty ( 60) days after receipt of billing therefore from the Agency. The Board may authorize an audit of any party to determine whether said contributions accurately reflect each party' s obligations under this Agreement. Unpaid contributions shall bear interest at a rate to be determined by the Board. In the event that any party fails to remit said contributions to -16- the Agency, said failure may be deemed by the Board to be a withdrawal of that party from the Agency. In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a party hereto regarding the appropriate amount of the assessment to the Agency, which decision shall be final. In the event that any party hereto becomes a party to litigation regarding the legality of the fee program , or the fees imposed pursuant to the fee program, the Board , where it deems appropriate, may defend such action or lend other assistance to said party in said action. 4 .4 Compensation of Agency for Acquisition of Rights- of-Way. When it is within its power to do so, each party shall be individually responsible for the acquisition by dedication pursuant to Title 7 , Division 2 of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement. In the event that a party fails to acquire these rights-of-way by the above-mentioned means after the route alignments for the Eastern and Foothill Transportation Corridors are established and accepted by the Agency, that party shall compensate the Agency for all costs ( including attorneys' fees) incurred by the Agency in acquir- ing said property interests. -17- V RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES - 5 . 1 Joint Action with Other Agencies. In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning , coordinating , acquiring , constructing , maintaining , repair- ing , managing , operating and controlling major thoroughfares and bridges in the San Joaquin Hills Transportation Corridor or other transportation corridors, the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges, when it is deemed appropriate. 5. 2 Communications Between Corridor Agencies. In the event that the agencies described in Section 5 . 1 above are formed , the chairman or his designate shall meet with the chairmen, or their designates, of said agencies at least quarterly, for the purpose of coordinating the plan- ning , financing and construction activities of the various agencies. 5 .3 Lending and Borrowing of Funds Between Agencies. When it is found to be beneficial to the purposes of the Agency and the general purpose of improving transpor- tation facilities in Orange County , the Board is authorized to lend and borrow available funds and services to the agencies described in Section 5 . 1 above , upon the approval of -18- not less than two thirds ( 2/3 ) of the members of the Board. The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI BUDGETS AND DISBURSEMENTS 6 .1 Annual Budget. The Board shall adopt upon the approval of not less than two thirds ( 2/3) of the members of the Board , an annual budget, for the ensuing fiscal year, pursuant to procedures developed by the Board. 6 . 2 Disbursements. The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations , policies, procedures and bylaws adopted by the Board. 6 . 3 Accounts. All funds will be placed in object accounts and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with general accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be report- ed to the Board. -19- 6 .4 Expenditures Within Approved Annual Budget. All expenditures within the designations and limi- tations of the approved annual budget shall be made upon the approval of a majority of the members of the Board. Notwith- standing the above , no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar prop- erty interests except upon the approval of not less than two thirds ( 2/3) of the members of the Board. No expenditures in excess of those budgeted shall be made without the approval of not less than two thirds ( 2/3) of the members of the Board to a revised or amended budget which may , from time to time , be submitted to the Board. 6 .5 Audit. The records and accounts of the Agency shall be audited annually by an independent certified public account- ant and copies of such audit report shall be filed with the County Auditor, State Controller and each party to the Agency no later than fifteen ( 15 ) days after receipt of said audit by the Board. 6 .6 Reimbursement of Funds. Grant funds received by the Agency from any fed- eral , state, or local agency to pay for budgeted expenditures for which the Agency has received all or a portion of said funds from the parties hereto shall be paid to said parties in proportion to the contributions made by each party. -20- VII SECURITIES 7 .1 Securities. Upon the approval of the Board, one or more parties of the Agency may jointly participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484 . 3 , including the power to establish one or more community facilities districts under the Mello Roos Community Facilities District Act of 1982 , Government Code Section 53311, et seq. , or any other appli- cable legislation. Other than the fees specified herein, no funds of a party to this Agreement shall be utilized as security or as a source for the payment or redemption of any securities, without the consent of the legislative body of that party. VIII LIABILITIES 8 .1 Liabilities. The debts, liabilities, and obligations of the Agency shall be the debts , liabilities, or obligations of the Agency alone and not of the parties to this Agreement, unless expressly specified herein. 8 .2 Hold Harmless and Indemnity. Each party hereto agrees to indemnify and hold the other parties harmless from all liability for damage , actual or alleged , to persons or property arising out of or result- -21- 0 • ing from negligent acts or omissions of the indemnifying party or its employees. Where the Board itself or its agents or employees are held liable for injuries to persons or prop- erty, each party' s liability for contribution or indemnity for such injuries shall be based proportionately upon the contributions (less voluntary contributions) of each member. In the event of liability imposed upon any of the parties to this Agreement, or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the parties in the performance of this Agreement, the contribution of the party or parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars ( $100 .00) . The party or parties directly_ responsible for the negligent or wrongful acts or omissions shall indemnify, defend , and hold all other parties harmless from any liability for per- sonal injury or property damage arising out of the perform- ance of this Agreement. IX ADMISSION AND WITHDRAWAL OF PARTIES. 9 . 1 Admission of New Parties. It is recognized that public entities, other than the original parties, may wish to participate in the Agency. Additional public entities may become parties to the Agency upon such terms and conditions, including , but not limited to, financial contributions, as provided by the Board and the -22- unanimous consent of each existing party to the Agency , evidenced by the execution of a written addendum to this Agreement, and signed by all of the parties including the additional party. 9 .2 Withdrawal. It is fully anticipated that each party hereto shall participate in the Agency until the purposes set forth in Section 2 .2 above are accomplished. The withdrawal of any party, either voluntary or involuntary pursuant to Sections 4 . 2 and 4 .3 above , unless otherwise provided by the Board , shall be conditioned as follows: ( i) in the case of a voluntary withdrawal , written notice shall be given one hundred and twenty ( 120) days prior to the end of a fiscal year; ( ii) the fee program established by the party pursuant to this Agreement shall remain in effect for a period of at least four ( 4 ) years after its adoption and for any addition- al period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees; ( iii) said withdrawal shall not relieve the party of its proportionate share of any debts or other liabilities incur- red by the Agency prior to the effective date of the party' s withdrawal , nor any liabilities imposed upon or incurred by the party pursuant to this Agreement prior to the effective date of the withdrawal ; and ( iv) said withdrawal shall result in the forfeiture of that party' s rights and claims relating -23- to distribution of property and funds upon termination of the Agency, as set forth in Section 10 . 2 below. Notwithstanding the above , in the event that the withdrawal of a party from the Agency is ordered by a final order of a court of competent jurisdiction, or said withdrawal is caused solely by the judicial invalidation of a fee program instituted by that party pursuant to Section 4 . 1 above, the contribution of that party (as defined in Section 4 .3 above ) shall be refunded to said party upon its withdrawal and said party shall have no further liability for its proportionate share of any debts or other liabilities incurred by the Agency prior to or subsequent to said party ' s withdrawal from the Agency. - X TERMINATION AND DISPOSITION OF ASSETS 10 . 1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement; providing, however, that the Agency and this Agreement shall continue to exist for the purposes of: disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall be accomplished by written con- sent of all of the parties, or shall occur upon the with- -24- drawal from the Agency of a sufficient number of the agencies enumerated herein so as to leave less than five of the enumerated agencies remaining in the Agency, or shall occur upon the effective date of the inclusion of the transporta- tion facilities constructed pursuant to this Agreement in the California State Highway System as defined and governed by Division 1 of the Streets and Highways Code. 10 . 2 Distribution of Property and Funds. In the event of the termination of this Agreement , any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each party or former party a proportionate return on the contri- butions made to such properties by such parties , less pre- vious returns, if any, provided that said property interests shall be utilized to construct major arterial transportation facilities which accomplish the purposes of the Foothill/ Eastern Transportation Corridors, to the extent legally pos- sible. In the event of the termination of this Agreement, any funds remaining following the discharge of all obliga- tions shall be disposed of by returning to each party a pro- portionate share of such funds equal to the percentage of the contribution made by each party, less each party' s propor- tionate share of expenditures, if any, provided that said funds shall be expended to construct major arterial transpor- -25- tation facilities which accomplish the purposes of the Foothill/Eastern Transportation Corridors, to the extent legally possible . XI MISCELLANEOUS 11 . 1 Amendments . This Agreement may be amended with the approval of not less than three-fourths ( 3/4) of all members. 11 . 2 Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified, postage prepaid, addressed to the addresses of the parties as shown on Exhibit "B" , shall be deemed to have been received by the party to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid . 11 . 3 Effective Date. This Agreement shall be effective and the Agency shall exist at such time as this Agreement has been executed by any five or more of the public agencies enumerated herein. 11 .4 Arbitration. Any controversy or claim between any two or more parties to this Agreement, or between any such party or parties and the Agency, in respect to the Agency ' s opera- -26- tions, or to any claims , disputes, demands , differences , controversies, or misunderstandings arising under, out of, or in relation to this contract, or any breach thereof , shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitra- tion Association shall apply. The party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other party to this Agreement and the Agency. Such notice shall designate as "respondents" such other parties as the initiating party intends to have bound by any award made therein. Any party not so designated but which desires to join in the arbitration may, within ten ( 10 ) days of service upon it of such notice, file a response indicating its inten- tion to join in and to. be bound by the results of the arbi- tration, and further designating any other parties it wishes to name as a respondent. Within twenty ( 20 ) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as "AAA" , shall submit simultaneously to the initiating party and to all parties named as respondents or filing a response there- in, an identical list of names of persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each party to the dispute shall have seven ( 7 ) days from the mailing date in which to cross off any names to which he or she objects, number the remaining -27- names indicating the order of his or her preference, and return the list to the AAA. If a party does not return the list within the time specified, all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists, in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the parties fail to agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list, the AAA shall have the power to make the appointment of the arbi- trator from other members of the panel without the submission of any additional list. The arbitrator shall proceed to arbitrate the mat- ter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure. 11 .5 Partial Invalidity. If any one or more of the terms, provisions , sec- tions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable , void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provi- sions, sections, promises, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. -28- 11 . 6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. 11 . 7 Assignment. The parties hereto shall not assign any rights or obligations under this Agreement without written consent of all other parties. 11 . 8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. ATTEST: COUNTY OF ORANGE Clerk of the Board of Supervisors By Chairman Board of Supervisors By Dated ATTEST: CITY OF ANAHEIM City Clerk City of Anaheim By Mayor By Dated -29- ATTEST: CITY OF IRVINE City Clerk City of Irvine By Mayor By Dated ATTEST: CITY OF ORANGE City Clerk City of Orange By Mayor By Dated ATTEST: CITY OF SAN CLEMENTE City Clerk City of San Clemente By Mayor By Dated ATTEST: CITY OF SAN JUAN CAPIST City Clerk City of San Juan Capistrano By Mayor Aillip R. Sch. rtze By Mary A Hanover A ro ed as to Form: Dated Nov tuber 5 . 1985 Jo Shaw, City Attorney -30- ATTEST: CITY OF SANTA ANA City Clerk City of Santa Ana By Mayor By Dated ATTEST: CITY OF TUSTIN City Clerk City of Tustin By Mayor By Dated ATTEST: CITY OF YORBA LINDA City Clerk City of Yorba Linda By Mayor By Dated -31- EXHIBIT "C" (Major Thoroughfare and Bridge Fee Program for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Cor- ridor) i M[M BARS OF THE CITY COUNCIL �i ANTHONY L. BLAND LAWRENCEF. BUCHHEIM IIBIRMII KENNETH A. FRIESB (SIEIRR IlCI GARY L. HAUSOORFER • In6 PH14LIP R. SCHWART2A CITY MANAGER STEPHEN B. JULIAN November 12 , 1985 Mr. Stan Oftelie Orange County Transportation Commission 1055 North Main Street, Suite 516 Santa Ana, California 92701 Re: Major Thorou hfare and Brid a Fee Program for San Joaquin Hills and Foothill Eastern Transportation Corridors Dear Mr. Oftelie: : The City Council of the City of San Juan Capistrano at its regular meeting held November 5 , 1985 , approved the amendments to the Agreements for the San Joaquin Hills and Foothill/Eastern Transportation Corridors. The amendments remove penalty for withdrawal caused by court action. Two copies of each of the Agreements executed by our City officials are enclosed. Please forward fully executed copies of the Agreements to this office when they are available. Thank you for your cooperation. If you have any questions, please do not hesitate to call. Very truly yours, CYANN NOVER, CMC City Clerk MAH/mac Enclosures cc: City Manager John P. Erskine, BIA Director of Public Works Allison Martin, Mission Viejo Greg Hastings Company Mitch Ritschel, Kaiser John Lloyd Development Company Al Arps Leslie Campbell James Thorpe Russell Burkett Jay Palchikoff Patricia Andresen Bill Griffith Doug Nash _ 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (7141 493-1171 0 ATTEST: CITY OF LAGUNA BEACH City Clerk City of Laguna Beach By Mayor By Dated ATTEST: CITY OF NEWPORT BEACH City Clerk City of Newport Beach By Mayor By Dated ATTEST: CITY OF SAN CLEMENTE City Clerk City of San Clemente By Mayor By Dated ATTEST: CITY OF SAN JUAN CAP is City Clerk City of San Juan Capistrano By Mayor Phillip R. Sc artze BY Ap ro a as orm: Mary Hanover_ G� Dated ��—. O J hn Shaw, City Attorney ATTEST: CITY OF SANTA ANA City Clerk City of Santa Ana By Mayor By Dated -31- • s ATTEST: CITY OF IRVINE City Clerk City of Irvine By Mayor . By Dated ATTEST: CITY OF ORANGE City Clerk City of Orange By Mayor By Dated ATTEST: CITY OF SAN CLEMENTE City Clerk City of San Clemente By Mayor By Dated ATTEST: CITY OF SAN JUAN CAPI City Clerk City of San Juan Capistrano By Mayor Phillip R. Sc artze By Mary AHanover A pr V as t Form: Dated No ember 5 . 1985 Jo n Shaw, City Attorney -30- AGENDA ITEM November 5, 1985 TO: Honorable Mayor and City Council FROM: Stephen B. Julian, City Manager SUBJECT: Proposed Amendment to Joint Exercise of Powers Agreements - Foothill/Eastern and San Joaquin Hills Transportation Corridors SITUATION: Presented for your review is a proposed amendment to both Joint Exercise of Powers Agreements. The amendment, which consists of the addition of a paragraph to Section 9.2 of both Agreements, removes the "penalties" for the withdrawal of a party from the Agency due to judicial invalidation of its fee program or partici- pation in the Joint Powers Agencies. This amendment was prompted by the City of Irvine, whose participation in both the San Joaquin and Foothill/Eastern Corridors is being challenged in the courts by a citizen's group. The proposed amendment is being sent to all member agencies for approval . The exact language is as follows: "Notwithstanding the above, in the event that the withdrawal of a party from the Agency is ordered by a final order of a court of competent jurisdiction, or said withdrawal is caused by the judicial invalidation of a fee program instituted by that party pursuant to Section 4.1 above, the contribution of that party (as defined in Section 4.3 above) shall be refunded to said party upon its withdrawal and said party shall have no further liability for its proportionate share of any debts or other liabilities incurred by the Agency prior to or subsequent to said party's withdrawal from the Agency. " COMMISSION/BOARD REVIEW AND RECOMMENDATION: N/A FINANCIAL CONSIDERATIONS: None ALTERNATIVE ACTIONS: 1 . Approve the amendment as presented. 2. Request further information. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- RECOMMENDATION: By motion, approve the amendment as presented. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Respec ully su it ed, tephen B. Jufian SBJ:ja RUTAN & TUCKER LF OwD W DAHoJUDITH WOODWARD ATTORNEYS AT LAW GwRvlry f SNALLEN BERGER' PERRY MESE TUCKER s MES R MOOwE• ILLIAM W vNDER A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS N RODGER HOWELL I..S ID BJI IKEI MCCORNICK' GREEN BILL• TOBIN CENTRAL BANK TOWER, SUITE 1900 ARD A D✓. CVRIII V O DALLAS LEONARO n MPEL• STEVEN n c.01S SOUTH COAST PLAZA TOWN CENTER JOHN B MURLRUT.J THOMAS G BIROCKINGTON MICHAEL W ..ELL' RICE SANCHEZ 511 ANTON BOULEVARD TELEPHONE (1191 691-5100 TLTORD W DAML ..R RANDALL M ...BUSH HEODORE LACE Ja• EZEN POST OFFICE BOX 1950 12131 625JSB6 RONALD P Aaw NDTON• DAVID N HOCHNER RICHARD P AN S. RK B F AVER COSTA MESA, CALIFORNIA 92628-1950 TELECOPIEP 11191 596-9035 MARSHALL M PEARLMAN' KPCO.US POSEPTC ORA U N• HEAITHERA AHOOD ROGER A GRABLE' STEVEN T GRAHAM EDWARD D SVBESMAJ, PAMELA l JOHNSTONE NOMAS S SALINOER• w THOMAS J CRANE TELEII .10 BIDS119133 UBSCHER' BRUCE A CHARD p RO SET wL ALe E PTS M KATHERINE JENSON October 21, 1985 CABLE ADDRESS RVTAN TUC CSMA VID C LAPSE N• DXNN C HONE1.FL1 !FORD E IE DEW. SELMA JMANN ARTHUR G KIONAI- JANET HLAN L D RpeIN• TH0 WRsO. CAROLIRA GV' J FR ERVI MN OOERMAN• SCOTT R LNZONE JOSERM O A.A.I.CHELEN A ROBICHAUD STAN wpLCO TT• ....PAM 5 I...EN HOREN 1H aCply pL{q5E RE1EA TO ROBERT 5 BOWER• DIRCK J EDGE A RCIA A ORSVTH JOHN C GASTELUM WILLIAM TICORENA ARO G MONTEVIDEO NMENELSONL PH Aw .PCN L BUSH J CAPLANDAVID B COSGROVE MIIC HAEL T MORNAK MARK SMITH FLYNN JANICE L CELOTTI JOHN H WRAY CAROLE STEVENS JOEL O JFER8CRG AUS V SC M MIDI DANK IS ERCNCE OAV1D~ ALESMAC FOR.ATH MES L MORRIS LCR~SAPNER SMITH DWIGHT L ARMSTRONG JAMES P FINERTv TO: DISTRIBUTION LIST (see attached) Re: Amended Joint Exercise of Powers Agreements for Eastern/Foothill Transportation Corridor Agency and San Joaquin Hills Transportation Corridor Agency Enclosed please find the latest draft of the Eastern/ Foothill Joint Powers Agreement and/or the San Joaquin Hills Joint Powers Agreement. 40�The amendment, which consists of the addition of a paragraph to Section 9 . 2 of both Agreements, removes the "penalties" for the withdrawal of a party from the Agency due to judicial invalidation of its fee program or participation in the Joint Powers Agencies . The exact language of this addition is as follows : "Notwithstanding the above, in the event that the withdrawal of a party from the Agency is ordered by a final order of a court of competent jurisdiction, or said withdrawal is caused by the judicial invalidation of a fee program instituted by that party pursuant to Section 4 .1 above, the contribution of that party (as defined in Section 4 . 3 above) shall be refunded to said party upon its withdrawal and said party shall have no further liability for its proportionate share of any debts or other liabilities incurred by the Agency prior to or subsequent to said party' s with- drawal from the Agency. " RUTAN & TUCKER ATTORNEYS AT LAW A PARTNEPSaP i.CLUOI.O Pn.'cs.'..AL CORwPATios TO: DISTRIBUTION LIST October 21, 1985 Page Two Please don' t hesitate to call if you have any questions or suggested changes . Very truly yours , RUTAN & TUCKER Heather A. Mahood HAM: jb Enclosure (s ) RUTAN & TUCKER ATTORNEYS AT LAW A.A.T.cas—irc womc 1F.Fl .� AL CCRwRATIONS DISTRUBITION LIST Supervisor Thomas F. Riley Mr . William Woollett Supervisor Bruce Nestande City Manager COUNTY OF ORANGE CITY OF IRVINE Board of Supervisors 17200 Jamboree Boulevard 10 Civic Center Plaza Irvine, CA 92715 Santa Ana, CA 92701 Mr . Fred Sorsabal Mr. Stan Oftelie City Manager ORANGE COUNTY TRANSPORTATION CITY OF COSTA MESA COMMISSION 77 Fair Drive 1055 N. Main St . , Suite 516 Costa Mesa, CA 92626 Santa Ana, CA 92701 Mr . J. William Little Mr . Robert Bobb City Manager City Manager CITY OF ORANGE CITY OF SANTA ANA 300 East Chapman 20 Civic Center Plaza Orange, CA 92666 Santa Ana, CA 92701 Mr. William Houston Mr. Stephen B. Julian City Manager City Manager CITY OF TUSTIN CITY OF SAN JUAN CAPISTRANO 300 Centennial Way 32400 Paseo Adelanto Tustin, CA 92680 San Juan Capistrano, CA 92675 Mr . Arthur C. Simonian Mr. Robert L . Wynn City Manager City Manager CITY OF YORBA LINDA CITY OF NEWPORT BEACH Post Office Box 487 3300 Newport Boulevard Yorba Linda, CA 92686 Newport Beach, CA 92660 Mr. William 0. Tally Mr. James B. Hendrickson City Manager City Manager CITY OF ANAHEIM CITY OF SAN CLEMENTE Post Office Box 3222 100 Avenida Presidio Anaheim, CA 92803 San Clemente, CA 92672 Mr. Kenneth Frank City Manager CITY OF LAGUNA BEACH 505 Forest Avenue Laguna Beach, CA 92651 4bb bd5 2. PROPOSED AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENTS FOOTHILL EASTERN AND SAN JOA UIN HILLS TRANSPORTATION CORRIDORS (406.608/406 .625/801 . 7) Written Communications: Report ated Nover 5 , 1985 , from the City Manager, setting forth the exact language of a proposed amendment to both Joint Exercise of Powers Agreements to add a paragraph which removes the "penalties" for the withdrawal of a party from the Agency due to judicial invalidation of its fee program or participation in the Joint Powers Agencies. The amendment was prompted by the City of Irvine, whose participation in both the San Joaquin and Foothill/Eastern Corridors is being challenged in the courts by a citizens' group. A roval of Amendment: — It was move by Councilman Hausdorfer, seconded by Councilman Huchheim, and unanimously carried to approve the amendment removing the penalty for withdrawal by an Agency due to judicial action. r 11 � 5 � �5 RESOLUTION NO.NO. 85-10-15-2 ESTABLISHING AREAS OF BENEFIT, SETTING FORTH THE COSTS AND METHOD OF FEE APPORTIONMENT FOR MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAMS - EXEMPT SAN JOAQUIN HILLS AND FOOTHILL/EASTERN C14 TRANSPORTATION CORRIDORS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, ESTABLISHING THE AREAS OF BENEFIT AND THE MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAMS, AND SETTING FORTH THE COSTS AND METHOD OF FEE APPORTIONMENT FOR THE _ SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AND THE FOOTHILL/EASTERN TRANSPORTATION CORRIDORS WHEREAS , buildout of the land use element of the General Plan of the City of San Juan Capistrano is dependent upon providing a balanced transportation system to serve the planned level of development; and, WHEREAS, the City Council finds that implementation of the San Joaquin Hills , Foothill and Eastern Transportation Corridors will result in a transportation system which has the capacity to accommodate the additional traffic volume associated with anticipated future development; and, WHEREAS, implementation of the San Joaquin Hills, Foothill and Eastern Transportation Corridors will help to relieve congestion on the existing transportation system; and, WHEREAS , future state and federal revenue are projected to be inadequate to construct said transportion corridors in a timely manner; and, - - WHEREAS, the City Council finds that future development should pay a share of the cost of implementing new transportation corridors to insure that the transportion system will be adequate to serve said development and that this share of the corridor costs should be proportional to the traffic generated by the development; and, WHEREAS, Ordinance No. 552 of the City of San Juan Capistrano provides for the establishment of major thoroughfare and bridge construction fees to be paid by building permit applicants in the City of San Juan Capistrano; and, WHEREAS, notice of the public hearing on the possible adoption of the fee program was given to all property owners as provided in Ordinance No. 552 ; and, WHEREAS, the property owners within the area of benefit did not file a majority written protest to the establishment of the San Joaquin Hills or the Foothill/Eastern Transportation Corridor Fee Program; and, RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA -1- -4 00 PM OCT 23'85 gECO40EA * of+initial studies prepared to assess the &vironmental impacts which might be ociated with the adoptio of the major thoroughfare an ridge fee program. G"t NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: ; Section 1 . O m The boundaries of the areas of benefit shall be as N described in the document dated July, 1985 , entitled "Major Thoroughfare and Bridge Fee Program for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation - Corridors" ("Program") attached hereto as Exhibit "A" and j incorporated by reference herein. Section 2 . The estimated cost of these major thoroughfares and bridges are as follows : San Joaquin Hills Transportation Corridors $341 , 660 , 000 . 00 Foothill/Eastern Transportation Corridors $516 , 147 ,000 . 00 The Program is presently designed to collect 48 . 48 of the cost of construction of the San Joaquin Hills Transportation Corridor and 48 .58 of the cost of construction of the Foothill/Eastern Transportation Corridors. Section 3 . The following categories which receive exemptions from payment of property taxes will also be generally exempt from paying transportation corridor fees: 1) Church; 2) Religious; 3) College; 4) Welfare; 5) Wholly Exempt; 6) Other at the discretion of the City Council. The fees for development within the areas of benefit are based on the trip ends generated by the development as determined from the Trip Generation Tables included in the Program and shall be assessed upon new development based upon the number of dwelling units included in the development (for residential projects) or the gross square footage of the development (for non-residential projects) in those amounts as set forth in the Area of Benefit Fee Table, as follows: \ San Joaquin Hills Foothill/Eastern 1 Development Type Area of Benefit Area of Benefit Area A Area B Area A Single Family $1305 unit $1010/unit $1295/DU J Dwelling Unit Multiple Unit $ 760/unit $ 590/unit $ 755/DU Residential Non-Residential $1 . 75/Sq.Ft. $1 . 30/Sq.Ft. $1 . 80/Sq.Ft. -2- 85- 44627 263 Section 4 . An automatic adjustment of the fees , based upon the Construction Cost Index, shall be made each fiscal year commencing in fiscal year 1986-1987. An adjustment of the fee based upon updated project cost estimates or other changed conditions shall be made in lieu of the Annual Cost Index Adjustment when necessary. Section 5 . { The collection of the fee shall be a condition of issuance of a building permit as described in the Program. The payment of fees may be deferred for all residential rental projects or projects which include State or Federal requirements to provide units affordable to families with incomes less than 80% of the median income for those time periods and subject to those terms and conditions set forth in Section IX of the Program. Fee credits shall be granted for dedications and work performed for the corridors as set forth in Section XI of the Program. Section 6 . In the event the City executes the "Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency" and/or the "Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency" ("Agreements") , upon the effective date of said Agreements, the City shall remit all fees collected pursuant to the Program to the Joint Powers Agencies created by said Agreements pursuant to the terms and conditions of said Agreements . In the event the City executes said Agreements , any person aggrieved by a decision of the City regarding the amount of any corridor fee imposed or fee credit granted may appeal the decision of the City to the San Joaquin Hills Transportation Corridor Agency or the Foothill/Eastern Transportation Corridor Agency, where appropriate, which decision shall be final. Section 7 . This Resolution shall take effect December 1 , 1985 . PASSED, APPROVED AND ADOPTED this 15th day of October , 1985 04V PHILLW R. SCHWARTZE, MAY ATTEST: i 2&K CITY CLE -3- 104 STATE OF CALIFORNIA ) 4k$._408627 COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARY ANN HANOVER, . City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 85-10-15-2 , adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 15th day of October 1 1985 , by the following vote: AYES: Councilmen Buchheim, Hausdorfer, and Mayor Schwartze NOES: Councilmen Bland and Friess ABSENT: None (SEAL) MARY ANN OVER, CITY CLERK I� J -4- STATE OF CALIFOaA 8 4ossz7 2 65. COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) MARY ANN HANOVER, being first duly sworn, deposes and says: That she is the duly appointed and qualified City Clerk of the City of San Juan Capistrano; That in compliance with State laws of the State of California and in further compliance with City Resolution No. 83-12-20-3 and on the 17th day of October 1985 , she caused to be posted: RESOLUTION NO. 85-10-15-2 being: ESTABLISHING AREAS OF BENEFIT, SETTING FORTH THE COSTS AND METHOD OF FEE APPORTIONMENT FOR MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAMS - SAN JOAQUIN HILLS AND FOOTHILL EASTERN TRANSPORTATION CORRIDORS A RESOLUTION OF THE CITY COUNCIL OF THE CITY . OF SAN JUAN CAPISTRANO, CALIFORNIA, ESTABLISHING THE AREAS OF BENEFIT AND THE MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAMS , AND SETTING FORTH THE COSTS AND METHOD OF FEE APPORTIONMENT FOR THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AND THE FOOTHILL/EASTERN TRANSPORTATION CORRIDORS in three (3) public places in the City of San Juan Capistrano, to wit: City Hall; Old Fire Station Recreation Complex; Orange County Public Library. MARY ANN VER, CITY CLERK San Jua Capistrano, California -5- ss. 62"7 2 6 • F.SHIBIT "A" I. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR A map of the Sam Joaquin Hill- Transportation Corridor Area of Benefit (AOB) is shown on Figura- 1. This AOB includes both incarporated and unincorporated territory which generally encompasses -the southeasterly balf of Orange County. This entire AOB is described as follows: The, AOB. is bounded by the Pacific Ocean. beginning at the easterly, boundary of the City of Newport Beach at the Pacific Ocean; thence along said external boundary, defined by annexation nos.. 843. 64, 897,. 84, and 585 to its intersection with an eatensioa. of. Fifth Avenue; thence northwesterly along said extension: to Fifth Avenuer thence northwesterly along the centerline- of said Fifth Avenue to Coast Sighway, thence northwesterly, along the centerline- of said Coast Highway to,. the crossing of the Upper Newport. Bays thence along a line northerly through. said Upper Newport Bay- to the point where the Santa Ana-Delhi Channel (Facility FOZ) enters said Upper Newport Bayt thence along- the centerline of Santa Ana-Delhi Channel from Upper mewport Bay to University Drives thence westerly along the- canterlina of said Dhivsrsitp Drive- to Santa Ana Avenue; thence northerly along the- centerlineof said Santa Ana° Avenue• to Corona Del. Mar Freeway, (State Route 73) T. thence:: northwesterly along the centerline of said Corona Dal MarFreeway- to the Saw Diego. Freeway' (Interstate- Route 405) ; thence• westerly along the- centerline of said, 'San Diego• Freeway, to Barboc Slvd.t thence northerly- along the, centerline- of said: Harbor Blvd-.. to MacArthur Blvd.; thence easterly along the centerline of said: Macxcthur Blvd. to Main street; thence northerly along the- centerline. of said *lain Strest .to Dyer Road; thence easterly, along the centerline of! said Dyer Road to Grand Avenue; thence northerly, along the centerline of said Grand Avenue to Edinger Avenue, thence easterly along the centerline of said Edinger Avenue to the Newport-Costa Mesa. Freeway (State Route 55) ; thence southwesterly along the centerline of. said Newport-Costa Mesa Freeway to Warner Avenue; thence southeasterly along thecenterline of said Warner Avenue to Red Hill Avenue; tbence southwesterly along the centerline of said Red Hill Avenue to Alton Avenue; thence northwesterly along the centerline of said. Alton Avenue to the, Newport-Costa Mesa Freeway; thence southwesterly, along the centerline of said Newport-Costa Mesa. Freeway to the San Diego Freeway (Interstate 4D5) ; thence southeasterly along the centerline of said Interstate 405 to Interstate 5; thence southerly along the- centerline of said Interstate 5 to its intersection with the prolongation of the southerly boundary of Rancho Mission Viejo (approximately at via Sscolar) ;7*thence southeasterly along the Rancho Mission Viejo boundary lino as described by Record. of Survey 9115-18 to the easterly corner of Tract No. 6381; thence westerly alongthe southerly line of said Tract No, 6381 to the easterly boundary at Parcel Map No. 80-851; thence southerly along said easterly boundary of * Parcel Map No. 80-851 to Rancho Viejo Road; thence southerly along the centerline of said Rancho Viejo Road to Ortega Highway; thence easterly along the centerline of said Ortega Highway to La Novia Avenue; thence southerly along the centerline of said La Novia Avenue and its proposed _i_ EXHIBIT "A" , Page 1 of 6 85.*086;d r extension & Tentative Tract No. 11648; thence southerly along the ! easterly boMdary of said Tentative Tract No. 11648 to the boundary of Tentative Tract No. 11832; thence southerly along the easterly boundary of said Tentative: Tract No. 11832 to the northerly boundary of Tract No. 8087; thence, easterly and southerly along the boundary of said . Tract No. 8087 to the. boundary of Tract No. 9784; thence easterly along the northerly boundary of said Tract No.. 9784 and the prolongation of said, boundary to the boundary of the City of San Juan Capistranor thence southeasterly, along said city external boundary defined by Incorporation boundaries. of April L9,. 194L and annexation nos. 105 and' 24 and- deannexation per City resolution 62-11-13-Z to j Interstate 5; thenoe. southerly- along the centerline of' said, Interstate- S to its intersection with the- orange/San Diego. County, liner and: thence southerly- along said County line to the• Pacific Ocean. A. Zone.A. Zone & includes the: portions of the. City of Sas Tuan Capistrano locate& within tha following described areas: Zone A is- bounded on the south by the- Pacific Ocean and is described as. fol.lowss Beginning at the intersection: of the totaL area of benefit- westerly boundary with? the Pacific. Oceans thence along said total area:: of benefit boundary to Marguerite Avenger thence northerly alonq� that centerline of said Marquerita Avenue to San- Joaquin, 3311s Roadr therm:: easterly along; the: :sates` 11aat of said San- Jaaggin Hills Road tm Spyglass: Hill Roadr thence-' northerly along the centerline of said Spyglass 8111 Road: tc Sam Nigt=L Driver then: northerly along. thea centerline- of said San Niguel Drive: to lord Road; thence northeasterly along the centerline of said lord Road' and its proposed northeasterly extension as shown:. ca: the. orange County Master Plan of Arterial. Highways dated. August. 8, 1984-,. to Bonita Canyon Road; thence easterly along the center line of said Bonita Canyon Road to the proposed southerly extension of Sand Canyon Avenue as shown on said. Master Plan of Arterial 3ighwayst thence easterly along the centerline of the proposed extension of Sand Canyon Avenue to the westerly extension of Bakes Parkway, as shown on said: Master Plan of Arterial. Highways; thence easterly along the centerline of the- proposed extension of said Bake Parkway to Laguna Canyon Road; thence southerly along the centarl:ine of said: Laguna Canyon Road to the proposed westerly extension of Santa Maria Avenue• as shown on said Master Plan of Arterial Highways; thence easterly along the centerline of the proposed extension of Santa. Maria Avenue and Santa. Maria Avenue to Moulton Parkway; thence southerly along the centerline of said Moulton Parkway to E1 Toro Road, thence northeasterly along the centerline of said n Toro Road to Paseo de Valencia; thence southeasterly, along the centerline of said Paseo de Valencia and its easterly prolongation to intersect. Interstate 5 which is also the easterly boundary of the total area of benefit; thence southerly along said easterly boundary of the total area of benefit boundary to where it again intersects Interstate 5 in the vicinity of Camino Las Ramblas; thence northerly along the centerline of said Interstate 5 to San Juan Creek Road; -2- EXHIBIT "A" , Page 2 of 6 thence westerky along the centerline of Sd San Juan Creek Road Camino Capi.Ilranoi thence northerly alor the centerline of said Camino Capistrano to Del Obispo Street; thence westerly along the centarline of „said Del Obispo Street to Alipaz Street; thence southerly along the centerline of said. Alipaz Street to Camino Del ar Avian; thence westerly along the centerline of said Camino Del Avian (f and its proposed westerly prolongation as shown on said Master Plan of Arterial Highways, to Crown Valley Parkway; thence southerly along the C centerline of. said Crown Valley Parkway to Monarch Bay Drive; thence southwesterly along Monarch Bay Drive and its southwesterly C prolongation to the Pacific Ocean. B. Zone B Zone: B. includes, the portions of the City of San Juan Capistrano located within the following described areas: Zm* X is dedesibect by the total. San Joaquin 3411s aree. of benefit excluding Zcne> h as desaribed: above. II. FOOTEIL/EASTERN. TRANSPORTATION: CORRIDORS A. map of the Foothill/Eastern. Transportation Corridors. Area of Benefit (A0B) is shown on. Figure Z This: AOB includes. both incorporated and unincorporated territory within Orange- County. This entire A0B is: described as follows: The Am is bounded generally by the: northerly- boundary, of the San Jbagcist Hills Transportation Corridor AOS from the. San Diego County Line to the- intersection of the Sam Diego. Freeway (State Rout&.-4GS) and thr Newport-Costs Mesa: Freeway (State Routs 55) ; thence northeasterly along the centerline of State Rout& 55 to Alton Avenue; thence. southeasterly- along centerline of said Alton, Avenue- to Red Hill Avenues thence northeasterly along the: centerline- of said Red. Hill Avenue: to-Warner Avenues thence northwesterly along: the centerline of said Warnes Avenue to State Route 55; thence northeasterly along the centerline of said State Route 55 to Edinger Avenue; thence westerly along the centerline of. said Edinger Avenue to Grand Avenues thence northerly along th& centerline: of said. Grand Avenue- to Seventeenth Street; • thence easterly along the- centerline of said Seventeenth Street to State Route 55; thence northerly along the centerline of said State Route 53 to the Riverside Freeway (State Route 91) ; thence- northwesterly along the• centerline of said State Route 91 to Tustin Avenue; thence northerly along the centerline of said- Tustin Avenue to Jefferson Street; thence northerly along said Jefferson Street to the southerly city limits of Placentia; thence along the external boundary of said city limits defined by annexation nos. 69-1, 76-1, 71-01, 65-4, 63-3, 64-1, 65-7, 63-4, 63-2, 64-4, and 72-2 to its intersection with imperial'Highways thence southeasterly along the centarline of said. Imperial Highway to Valley View Avenue; thence northerly along the centerline of. said Valley View Avenue and its prolongation to the southerly boundary of Chino Hills State Park; thence easterly along the southerly boundary of Chino Hills State Park. to its intersection with the Orange/San Bernardino County line; thence southeasterly along the Orange County line to the boundary of the San Joaquin Hills Transportation Corridor Area of Benefit. -3- EXHIBIT "A" , Page 3 of 6 Zone A . • g~j.r40862 7 Zone A includes the portions of the City of San Juan Capistrano located within the following described areas: Zone A begins at the Orange/San Bernardino County line where said County. Line intersects the centerline of the. proposed extension of La Palma Avenue- as shown on the Orang* County Master Plan of Arterial Highways dated August 8. 1984; thence westerly along the centerline of said proposed La Palma Avenue to the proposed extension of Gypsum Canyon Road as shown fru said Master Plan of Arterial Highways; thence southerly along the centerline of said proposed Gypsum Canyon Road to the Riverside Freeway (State Route 91) ; thence westerly along the centerline of said Stat* Route, 91 to the northwesterly prolongation of the easterly, boundary of the Wallace Ranch as shown. in Orange County Record of Survey Z-5s thence southeasterly along said prolongation of the easterly boundary of the Wallace Ranch and continuing southeasterly along said easterly boundary to the- northeasterly, corner of the- Oalr Hills Ranch asshown in said: Record of Survey 2-5e, thence• southeasterly, along ther easterly boundary of. said Oak: Hills Ranch as shown im said: Record of Survey 2-5 and continuing southwesterly along the southerly boundary of said Oak Hills Ranch as. shown in said Record of Survey 2-5 to the- proposed southerly- extension of Weir Canyon Road as shown on said Master P1arr of Arterial Highways; thence , southerly along said weir Canyon Road- to rrvine Boulevard; thence easterly along the centerline of said Irvine. Boulevard to Sand Canyon Avenue; thence- southerly along the eenterlinr of said Sand: Canyon: Avenue: to the proposed realignment of Trabuea Road as. show¢ on: said Master Plan of Arterial Highways; thence easterly along the- centerline of said proposed. realignment: of said Trabuco_ Road tothe proposed. northerly, extension of Muirlands Boulevards thence along- said` Muirlands Boulevard to the, centerline of Alton Avenue; thence northerly along the centerline of said Alton Avenue to Jeronimo. Road; thence easterly along the centerline of said. Jeronimo Road to Bake Parkway; thence northerly, along the centerline of said Baker Parkway to Trabuco Road; thence easterly along: the centerline of said Trabuco Road to Alicia Parkway; thence northerly, along the centerline of said Alicia. Parkway to Portals, Parkway; thence easterly along the centerline of said Portola Parkway to the proposed Antonio Parkway as shown on said Master Plan of Arterial Highways; thence southerly along the centerline of said Antonio Parkway to Ortega Highway; thence southwesterly along the centerline of said Ortega Highway to the proposed easterly, extension of Avery Parkway as shown on said Master Plan of. Arterial Highways; thence westerly along the centerline of said proposed extension and Avery Parkway to the Santa Ana Freeway where it intersects the common boundary between the Foothill/Eastern and the San Joaquin Hills AOBs; thence southeasterly along said common AOS boundary -to the Orange/San Diego County line; thence northerly along the Orange County line to where it intersects the centerline of the proposed La. Palma Avenue as shown on said Master Plan of Arterial Highways. EXHIBIT "A" , Page 4 of 6 -4- d Go 0'r v� 1 '� ' ~ _ _ — _ •� , ' ''' ,, ' OOT�( t- r^:f ,fir' • __ t , C . ! iaVE . ®%ZI Esq Vv • ,SAN JOAOUIN "ILLS , �a ` • ®"s AREA OF BENEFIT ZONE - ! fi h y "; ' �� '� r \rte \•.,� �' � rom ax wx (D H w to H H O M = LEGEND .rc. or eE un Www r SAN JOAOUIN HILL rE. S AREA OF BENEFIT MPoR�.rpN TRANSPORTATION CORRIDOR ff[ IUME saw.xr _. 1'•ianrP 1 Y! � I J 00 11� > ZONE H I FOOlNIV EASTERN "� ^ �✓ B AREA Of BENEFITIQVE �j:'A A 0 ZY i r' 07 ZONE A 15 N. - r.. S AWE ZONE ,a A 116. x (IN LEGEND FOOTHILVEASTERN AREA OF BENEFIT IMMWMIAI"Ca TRANSPORTATION CORRIDORS IIc Yore aouw.x. Figure 2 L � J • 85--408627 • RECORDING REQUESTED BY, AND RECORDING FEES EXEMPT DUE TO WHEN RECORDED, RETURN TO: GOVERNMENT CODE SECTION 6103 City Clerk' s Department City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Mary Ann �a over, City Clerk San Juan(/Capistrano, California STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss.. ^ITY OF SAN O ) I, MAR`1 ANN HANOVER, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the attached is a true and correct copy of Resolution No. 85-10-15-2 , .adopted by the Citi Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 15th day of October 1985 . (SEAL) RY AN QO R, City Clerk San Ju Capistrano, California Dated: This 22nd day of October 1985 z rn 0 c C naos� N m_ =r N � C Z � CO LJ'1 • �o� O 1 . MEMBERS OF THE CITY COUNCIL ANTHONY L. /LANO LAWR[NCK F. SUCHH[IM I(IIIIIMI KENNETH [. FRI[SS I�MAR 1 IABI GARY L. HAUSOORF[R 1776 PHILLIP R. SCHWART2[ S S CITY MANAGER � !T[FN[N S. JULIAN September 23 , 1985 { Mr. Stan Oftelie Orange County Transportation Commission 1055 North Main Street, Suite 516 Santa Ana, California 92701 Re: Major Thoroughfare and Bridge Fee Program for San Joaquin Hills and Foothill/Eastern Transportation Corridors Dear Mr. Oftelie: The City Council of the City of San Juan Capistrano at its regular meeting held September 17 , 19185 , took the following actions : Approved the Joint Exercise of Powers Agreement creating Foothill/Eastern Transportation Corridor Agency. As you requested, the signature page is enclosed. Approved the Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency. As you requested, the signature page is enclosed. 3 . Adopted Ordinance No. 552 adding Section 9-2 . 318 to Title 9 of the City' s Municipal Code adopting a Major Thoroughfare and Bridge Fee Program. A certified copy of the Ordinance is enclosed. 4 . Continued the Public Hearing regarding the Resolution establishing areas of benefit for each transportation corridor for 30 days to October 15 , 1985 . 5 . Approved policy statement excerpts from the San Juan Capistrano General Plan for inclusion in the memorandum of understanding entered into between the County of Orange and the City of San Juan Capistrano for the Transportation Corridors and established said policy statements as the guidelines by which the City' s Mr. Stan Oftelie Orange County Transportation Commission September 23 , 1985 -2- participation in these programs will be conducted. Copies of the Scenic Highways Element, Noise Element, Community Design Element, Circulation Element, and Interim Policy Plan for Transportation and Circulation of the general plan are enclosed with the excerpts marked. 6 . Appointed Councilman Friess to be the City' s representative and voting member of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency and appointed Councilman Hausdorfer as the alternate representative. 7 . Appointed Councilman Hausdorfer to be the City' s representative and voting member of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency and appointed Councilman Buchheim as the alternate representative. Copies of the agenda and staff report will be forwarded to you prior to the City Council meeting of October 15 , 1985 , at which time the continued Public Hearing regarding the Resolution establishing areas of benefit for each transportation corridor will be held. After the Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency and the Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency are fully executed, we would appreciate having copies for our files. Thank you for your cooperation. If you have any questions , please do not hesitate to call. Very truly yours , MARY ANN OVER, CMC City Clerk MAH/mac Enclosures cc: City Manager Director of Public Works Greg Hastings , Planning Department, City of Anaheim Mitch Ritschel, Kaiser Development Company John P. Erskine, Building Industry Association Allison Martin, Mission Viejo Company Joint Exercise #Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency 11.8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. ATTEST:. COUNTY OF ORANGE Clerk of the Board of Supervisors By Chairman Board of Supervisors By Dated ATTEST: CITY OF ANAHEIM City- Clerk City- of Anaheim Bg Mayor By Dated- ATTEST: atedATTEST: CITY OF IRVINE City Clerk City of Irvine By Mayor By Dated -29- ATTEST: CITY OF ORANGE City Clerk City of Orange By Mayor By Dated ATTEST: CITY OF SAN CLEMENTE City Clerk City of San Clemente By Mayor By. Dated ATTEST: CITY OF JUAN C City Clerk City of San Juan Capistrano By Mayor Phillip R. S artze By Ap oved as to Fo n Ha over DatedIgary Se tember 17, 1985 Jo n Shaw,. City Attorney ATTEST: OF SANTA ANA t City Clerk City of Santa Ana BY Mayor By, Dated r a r -30- , F' ATTEST: CITY OF TUSTIN City Clerk City of Tustin By Mayor By Dated. ATTEST: CITY OF YORBA LINDA City Clerk City of Yorba Linda By Mayor By Dated -31- • '' � . . . amu. r rw AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY WHEREAS, Section 11 . 1 of the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Agreement" ) provides that the Agreement may be amended with the approval of not less than three-fourths (3/4) of all the Parties . NOW, THEREFORE, the Parties to the Agreement agree as follows : SECTION 1 . Section 3 .2 (a) (ii ) of the Agreement is amended to read as follows : 3 . 2 BOARD. a. The Board shall consist of the following : (ii) three voting Board Members from the County of Orange, said members to be duly elected supervisors for the Third, Fourth and Fifth County of Orange Supervisorial Districts. " ATTEST: CLERK OF THE BOARD COUNTY OF ORANGE OF SUPERVISORS By: Dated: -30 -47Z jCHAfi OF SUPERVISORS APPROVED AS TO FORM: By: COUNTY COUNSEL -1- ATTEST: CLERK OF THE CITY OF CITY OF ANAHEIM ANAHEIM By: By: Dated: i/ MYOR APPROVED AS TO FORM: 1) By: CITY NEY ATTE RK OF THE CITY OF CITY OF DANA POINT DANA POINT By: M . µm� � . By Dated: 1n- j MAYO APPROVED AS TO FORM: By: ATTORNEY ATTEST: CLERIC OF THE CITY OF CITY OF IRVINE IRVINE By: By: Dated: MAYOR APPROVE AS TO FORM: By: CI ATTO —2— ATTEST: CLERK OF THE CITY OF LAKE FOREST CITY OF LAKE FOREST By: Dad By; JD�� APPFcO AS O FORM; MAYOR By: CITY ATT RNEY ATTEST: CLERK OF THE CITY OF MISSION VIEJO CITY OF MISSION VIEJO a t /J Dated: 4 By; C APPROVED AS TO FORM; MAYOR By: D/� � CITY ATTORNEY i ATTEST: CLERK OF THE CITY OF ORANGE CITY OF ORANGE By: Dated: By: APPROVED AS TO FORM: YO By: CITY ATTORNEY —3— ATTEST: CLERK OF THE CITY OF CITY OF SAN CLEMENTE SAN CLEMENTE -� By: g/}sf g By: i Dated: 1— 3 =j3 // MAYOR APPROVED AS TO FORM: 1 By: /IjY ATT RNEY ATTEST: CLERK OF THE CITY OF CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO BY: By: i Dated: c _ MAY R APPROVED AS TO FORM: i By I LJ'A' CI ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF SANTA ANA SANTA ANA BY: By: Dat MAYOki APPROVED AS TO FORM: A proved as to c ent By: - ^- CITY A "E City Manager -4- ! 0 ATTEST: CLERK OF THE CITY OF CITY OF TUSTIN TUSTIN By: By: Dated: MAYOR APPROVED AS TORM: By: CITY RNEY ATTEST: CLERK OF THE CITY OF CITY OF YORBA LINDA YORBA LIN/DIA1 By* By: Dated/'- / -- 9i— MAY6R APPROVED AS TO FORM: By: C ATTORN APPR D AS TO FO IN By: COUNSEL FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ORl : ADT : 744 �5� 1 I AMENDMENT NO. 2 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY SECTION 1. The Board of the Foothill/Eastern Transportation Corridor Agency imposed no terms and conditions upon the participation of the City of Dana Point as a Party to the Agency pursuant to Section 9 . 1 of the First Amended and Restated Joint Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, in addition to enactment of the Ordinance adopting the Major Thoroughfare and Bridge Fee Program of such Agency and the Resolution establishing the areas of benefit, estimated cost and required fees . SECTION 2. The first paragraph of such Agreement hereby is amended to read as follows : THIS FIRST AMENDED AND RESTATED AGREEMENT was made and entered into, pursuant to Sections 11.1 and 11.3 by and among the following public agencies, other than the City of Mission Viejo, the City of Lake Forest and the City of Dana Point, as of the 21st day of October, 1988, the first date on which six or more of such public agencies executed this First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, and is amended by this Amendment No. 2 to such Agreement, pursuant to Section 9 . 1, by and among all of the following public agencies as of the _ day of , 1991, the date on which the last of such public agencies executed this Amendment No. 2 to such Agreement: (a) County of Orange (b) City of Anaheim (c) City of Dana Point (d) City of Irvine (e) City of Lake Forest (f) City of Mission Viejo (g) City of Orange (h) City of San Clemente (i) City of San Juan Capistrano (j ) City of Santa Ana (k) City of Tustin (1) City of Yorba Linda ORI:DLB:239 SECTION 3 . Section 3 .2 hereby is amended to read as follows: . . . 3 .2 BOARD. a. The Board shall consist of the following: (i) One voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3 . 1 above: the Cities of Anaheim, Dana Point, Irvine, Lake Forest, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda. ATTEST: CLERK OF THE BOARD COUNTY OF ORANGE OF SUPERVISORS By: Q . Dated: a 30 -9'Z C BtJR OF SUPERVISORS APPROVED AS TO FORM: By: COUNTY COUNSEL ATTEST: CLERK OF THE CITY OF CITY OF ANAHEIM ANAHEIM By: � ,t By: Dated: MAY APPROVED AS TO FORM: By: 4� Tr"EY ORI:DLB:239 ATTEST: CLERK OF T"iT, CITY OF CITY OF DANA POINT DANA POINT By: _�� 1- By: Dated: } A a MAY APPROVED AS TO FORM: By: IT DANA POINT ATTEST: CLERK OF THE CITY OF CITY OF IRVINE IRVINE f By: Hy: sL�CJC � P Dated __ /. MAYOR APPROVED AS TO FORM: By: I ATTO ATTEST: CLERK OF THE CITY OF CITY OF LAKE FOREST LAKE FOREST rY By• Dad MAYOR :*1 F% , AS TO FORM: By: CITY ATTORNEY ORI:DLB:239 ATTEST: CLERK OF THE CITY OF CITY OF MISSION VIEJO 14' ^SION VIEJO B, Y By: 7 Dat. MAYOR APPROV—LD LC TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF ORANGE ORANGE By: By: q/--� Dated: Y APPROVED AS TO FORM: By: CI ATTORNEY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF SAN CLEME SAN CLEMENTE By: .i. i J By: Dated: MAYOR APPROVED AS TO FORM: By: C TT RNEY ORI:DLB:239 ATTEST: CLERK OF THE CITY OF CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO BY: B fri I': Dated: � r MAYOR APPROVED AS TO FORM: BY: eI�tAATTORKEY ATTEST: CLERK OF THE CITY OF CITY OF SANTA ANA SANTA ANA By: By: Dat MAYO APPROVED AS TO FORM: raved as to-�C)ntent By: C^- CITY ATTORt EY City Manager ATTEST: CLERK OF THE CITY OF CITY OF TUSTIN TUSTIN By: By: Dated: MA OR APPROVED 'Ole By: 704 CI TT AT4f MEY ORI:DLB:239 • ATTEST: CLERK OF THE CITY OF CITY OF YORBA LINDA YORBA LIND-A By: r— L 2 Ji Q Q�de— By: f�1�^^ 4 Dated: MAYOR APPROVED AS TO FORM: By: 2L=�Qz , /_ CITY ATTORNEY APPROVED AS TO FORM: By: COUNSEL FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ORI:DLB:273 ORI:DLB:239 TRANSPORTATION CORRIDOR AGENCIES February 3, 1993 Foothill/Eastern Corridor Agency San Joaquin Hills Corridor Agency TO: City Clerk Clerk of the Board of Supervisors FROM: Kathy Besnard Manager, Administrative Services SUBJECT: Amendment #3 Foothill/Eastern Transportation Corridor Agency Joint Powers Agreement Enclosed is a fully executed copy of the Amendment for your files. 345 Clinton Street, Costa Mesa, CA 92626 714/557-3298 FAX 714/557-9104 A i JOIN i I MEMBERS OF THE CITY COUNCIL JERRY HARRIS KENNETH E FRIESS SDORF �(IQ USE - GARY L HAUSOO RFER Iii' io-.prnewpp GIL JONES 18 1776 o 1161 1776 JEFF VA SOUEZ CITY MANAGER STEPHEN 8 JULIAN June 5, 1992 Kathy Besnard Transportation Corridor Agencies 345 Clinton Street Costa Mesa, California 92626 Re: Amendment No. 3 to the Joint Powers Agreement - Foothill/Eastern Transportation Corridor Agency Dear Ms. Besnard: At their regular meeting held June 2, 1992, the City Council of the City of San Juan Capistrano adopted Resolution No. 92-6-2-7, which approved Amendment No. 3 to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency. A certified copy of Resolution No. 92-6-2-7 is enclosed for your files. Also enclosed are two copies of Amendment No. 3 signed by the City. We would appreciate receiving a fully-executed copy of the Amendment when one is available. If you need any further information, please let us know. VeEy truly yours, 0�4"O�!_7 Cheryl Johnson City Clerk Enclosures 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171 COUNCILMANIC ITEMS 1. ANNUAL REVIEW OF COMMISSION AND COMMITTEE APPOINTMENTS (110. 20) Written Communication: Report dated June 2, 1992, from the Council Services Manager, forwarding the list of current appointees, their appointment dates, and all active applications on file for each commis- sion and committee. Approval of Appointments: It was moved by Councilman Friess, seconded by Councilman Hausdorfer, and unanimously carried that all current members of the City' s commissions and committees be reaffirmed. 2 . AMENDMENT NO. 3 TO THE JOINT POWERS AGREEMENT TO ALLOW PARTICIPATION ON BOARD OF DIRECTORS BY FOURTH DISTRICT SUPERVISOR (FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY) (600. 50) Wri�en Communication: Report dated June 2 , 1992 , from the Assistant City Manager, recommending that the Third Amendment to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency be approved to allow the Fourth District Supervisor to participate on the Agency Board of Directors. This item was tabled from the meeting of April 21, 1992 , at the request of Councilman Friess. Councilman Friess reported that other member cities have since voted to allow the Fourth District Supervisor to participate on the Agency Board of Directors and recommended approval of the item. Approval of Amendment No. 3 : It was moved by Councilman Friess, seconded by Councilman Hausdorfer, and unanimously carried that the following Resolution be adopted: -21- 6/2/92 f N N RESOLUTION NO. 92-6-2-7 . APPROVING AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT - FOURTH SUPERVISORIAL DISTRICT REPRESENTATION ON FOOTHILL/EASTERN TRANSPORTATION CORRIDOR BOARD OF DIRECTORS - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT TO PROVIDE FOR FOURTH DISTRICT SUPERVISORIAL REPRESENTATION ON THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS The motion carried by the following vote: AYES: Councilmen Friess, Harris, Hausdorfer, Vasquez, and Mayor Jones NOES: None ABSENT: None 3 . ORAL REPORTS OF OUTSIDE AGENCIES None. COUNCIL COMMENTS 1 . SEAHORSE RESTAURANT SITE GRADING (450. 60) Councilman Harris inquired about the grading occurring at the corner of Del Obispo Street and Camino Capistrano. Mr. Huber indicated it was preliminary grading as part of the building permit for the Seahorse Restaurant but also included improve- ments to the KFC (Kentucky Fried Chicken) parking lot and the removal of debris from the gas recovery system from the closure of the Super-7 gas station. 2 . HEAVY EQUIPMENT LOCATION (420. 10) Councilman Harris expressed concern that there were few locations in the City where heavy equipment could be stored for use in case of emergencies. At the suggestion of Councilman Friess, it was a consensus of the Council that consideration be given to locating a site for lease to store this type of equipment in the City. -22- 6/2/92 • AGENDA ITEM June 2, 1992 TO: STEPHEN B. JULIAN, CITY MANAGER FROM: GEORGE SCARBOROUGH, ASSISTANT CITY MANAGER SUBJECT: AMENDMENT NO. 3 TO THE JOINT POWERS AGREEMENT TO ALLOW PARTICIPATION ON BOARD OF DIRECTORS BY FOURTH DISTRICT SUPERVISOR (FOOTHILL/EASTERN TRANSPORTATION CORRIDOR) RECOMMENDATION• Approve Amendment No. 3 to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency allowing participation on the Board of Directors by the Fourth District Supervisor. SITUATION As a result of the recent revisions of Supervisorial District boundaries, portions of the planned alignment of the Eastern Transportation Corridor are now within the Fourth District. This amendment of the Joint Powers Agreement will allow the Supervisor of the Fourth District to participate on the Board of Directors. COMMISSION/BOARD REVIEW 6 RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: None. PUBLIC NOTIFICATION: Transportation Corridor Agencies Orange County Board of Supervisors ALTERNATE ACTIONS: 1. Approve Amendment No. 3 to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency allowing participation on the Board of Directors by the Fourth District Supervisor. 2 . Request additional information. -------------------------------------------------------------- -------------------------------------------------------------- FOR CRY CC'--M AGEN RECOMMENDATION• Approve Amendment No. 3 to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency allowing participation on the Board of Directors by the Fourth District Supervisor. Re ectfully ubmitted, Ge rg orou A istan ity Manager RESOLUTION NO. 92-6-2-7 APPROVING AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT - FOURTH SUPERVISORIAL DISTRICT REPRESENTATION ON FOOTHILL EASTERN ANSPORTATION CORRIDOR BOARD OF DIRECTORS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT TO PROVIDE FOR FOURTH DISTRICT SUPERVISORIAL REPRESENTATION ON THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS WHEREAS, the County of Orange and the Cities of Anaheim, Dana Point, Irvine, Lake Forest, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda have executed the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Joint Powers Agreement" and the "Agency"), which Agreement became effective on October 21, 1988; and, WHEREAS, Section 11.1 of the Joint Powers agreement provides that the Agreement may be amended by the approval of not less than three-fourths of the parties. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby authorize its Mayor to sign and City Clerk to attest Amendment No. 3 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, attached hereto as Exhibit "A". PASSED, APPROVED, AND ADOPTED this 2nd day of June 1992. i _GitO PS,-MAYOR ATTEST: CITY CLERI c -l- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HWREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 2 - 6- 2 7 adopted by the City Council of the Ctty of San Juan Capistrano, California, at a regular meeting thereof held on the Lnd day of June , 1992, by the following vote: AYES: Councilmen Friess , Hausdorfer , Harris , Vasquez and Mayor Jones NOES: None ABSTAIN: None ABSENT: None (SEAL) C- y,�yLCiL�iYC.��T� K�3n CHERYL JOH O , CITY CLERK---, -2- ` :.. I )A� MEMBERS OF THE CITY COUNCIL JERRY HARRIS KENNETH E FRIESS NVQ V iintOwroeP GARY HAUSDORFER GIL If [tuluvfl IB61 JONES JEFF VASQUEZ 1776 CITY MANAGER STEPHEN B JULIAN April 23, 1992 Kathy Besnard Transportation Corridor Agencies 345 Clinton Street Costa Mesa, California 92626 Re: Amendment No. 3 to Joint Powers Agreement (Foothill/Eastern Transportation Corridor A eg ncy) Dear Ms. Besnard: At their meeting of April 21, 1992, the City Council of the City of San Juan Capistrano considered the Amendment No. 3 to the Joint Powers Agreement to allow participation of the Fourth District Supervisor on the Foothill/Eastern Corridor Agency Board of Directors. The City Council took action to table the item at this time. We will advise you of any future action by the City Council on this matter. Very truly yours, )'�49��` Cheryl Johnson City Clerk 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 • (714) 493-1171 M M 2 . AMENDMENT TO TITLE 5 OF THE MUNICIPAL CODE TO ADD CHAPTER 22 REGULATING THE DISPLAY OF MATERIAL WHICH IS HARMFUL TO MINORS (585. 30) Written Communication: Report dated April 21, 1992 , from the Assistant City Manager, forwarding a draft Ordinance restricting and regulati -g the display of pornographic magazines and other materials h-rmful to minors. Introduction of Amendment to Title 5 Regarding the Display of Material Which is Harmful to Minors: The City Manager read the title of the Ordinance next in order. Further reading of all Ordinances had been waived earlier in the meeting. It was moved by Councilman Friess, seconded by Councilman Harris, that the following Ordinance be introduced: PLACEMENT OF ADULT MATERIALS HARMFUL TO MINORS - AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, ADDING CHAPTER 22 TO TITLE 5 OF THE SAN JUAN CAPISTRANO MUNICIPAL CODE RELATING TO THE PLACEMENT OF MATTER HARMFUL TO MINORS The motion carried by the following vote: AYES: Councilmen Friess, Harris, Hausdorfer, Vasquez, and Mayor Jones NOES: None ABSENT: None Later in the meeting after this item was concluded, Bob and Rita Skora, 31942 Paseo de Elena, requested that in addition to the provisions in the draft Ordinance, provisions be included to restrict minors' access to areas containing such material and enforcement of the restriction. Mr. Scarborough stated that he and the City Attorney would meet with Mr. and Mrs. Skora regarding their concerns. �2 . AMENDMENT No. 3 TO THE JOINT POWERS AGREEMENT TO ALLOW PARTICIPATION ON BOARD OF DIRECTORS BY FOURTH DISTRICT SUPERVISOR (FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY) 600. 50 Writ en Communication: Report dated April 21, 1992, from the Assistant City Manager, recommending that the Third Amendment to the Joint Powers Agreement for the Foothill/Eastern Transportation Corridor Agency be approved to allow the Fourth District Supervisor to participate on the Agency Board of Directors. -10- 4/21/92 N N Councilman Friess stated that there had not been a lot of support shown by other member cities and suggested the matter be tabled until more information is received. Motion to Table Item: It was moved by Councilman Hausdorfer, seconded by Councilman Harris, and unanimously carried that this item be tabled. DIRECTOR OF PLANNING SERVICES 1 . STATUS REPORT ON NEW DEVELOPMENT APPLICATIONS (440. 10) Written Communication: Report dated April 21, 1992 , from the Director of Planning Services, advising that six new development applications were received by the City since the last report of March 17, 1992 . It was moved by Councilman Friess, seconded by Councilman Vasquez, that the Report be received and filed. The motion was carried with Councilman Hausdorfer abstaining due to the proximity of the applications to his residence. 2 . INITIATION OF AMENDMENT TO THE GENERAL PLAN LAN.) USE ELEMENT TO REDESIGNATE A 2 . 37-ACRE PARCEL ON THE NORTHEAST CORNER OF ORTEGA HIGHWAY AND RANCHO VIEJO ROAD FROM MEDIUM RESIDENTIAL TO A SPECIAL STUDY AREA, GENERAL PLAN AMENDMENT 92-2 (PLAZA DE LAS GOLONDRINASZBENNINGHOFF) (440.25) Written Communication: Report dated April 21, 1992, from the Director of Planning Services, recommending that consideration of a General Plan Amendment to the Land Use Element be initiated to redesignate a 2 . 37-acre parcel located on the northeast corner of Ortega Highway and Rancho Viejo Road from Medium Density Residential to a Special Study (SS) area. The applicant proposes to construct a 28, 000-square-foot commercial and office center with a 4, 500-square-foot restaurant onto four separate parcels. Mary Raskin, Assistant Planner, presented the staff report. Public Comment: (1) Thomas Merrell, 31726 Rancho Viejo Road, Suite 223, project consultant for the applicant, stated that the proposed project would consist of mixed uses, 65% of which would be retail and the balance to consist of office-type uses. He noted the importance of including certain uses in order to obtain sufficient financing for the project. The applicant opposed restrictions on the retail uses. (2) The applicant/property owner, Charles F. Benninghoff III, stated that the proposed buildings would be small -11- 4/21/92 'Ndllam Accdeh ..r Execunve�recro� San Jooqun Hills Foothill Eastern _ Corridor. enc CcrroorA encu bYa eoutu D're Agency 9 Deputy Dvecro. Frnance&Admin¢rrau�n Chaumont Chauman: - n Cyeg Henk John Cox Gene Wisner Lvu�ire�cr ,vewgorf Beach Yorba Linda TRANSPORTATION CORRIDOR AGENCIES Design&ConsRnaon � March 16, 1992 2 G o rn Stephen Julian, City Manager City of San Juan Capistrano ] 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Amendment No. 3 to the Joint Powers Agreement (JPA) l Foothill/Eastern Transportation Corridor Agency (F/ETCA) Dear Mr. an: On March 12, 1992, the F/ETCA Board of Directors considered a request from the County of Orange to amend the "First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency" and directed staff to prepare the necessary resolutions and amendment for consideration by all parties to the Agreement. This amendment will allow the Supervisor of the Fourth District to participate on the Board of Directors. As a result of the recent revision of Supervisorial District boundaries, portions of the planned alignment of the Eastern Transportation Corridor are now within the Fourth District. The County request was made to ensure full representation of all affected Districts. This Amendment will become effective upon approval of not less than three-fourths of all Parties (Section 11.1 of the JPA). The amendment, together with a form of resolution authorizing execution, is enclosed. We urge the City Council to adopt this Resolution by April 30, 1992, so that the Supervisor from the Fourth District may participate fully in the Board's meeting of May 14th. When completed, please forward certified copies of the Resolution and an executed copy of the Amendment to Kathy Besnard at the TCA. If you have any questions about this Amendment, please contact her at 557-3298. Sincerely, ^ n William Woollett, Jr. Chief Executive Officer WW:kb Enclosures cc: Hon. Ken Friess 345 Clinton Street, Costa Mesa, CA 92626 714/557-3298 FAX 714/557-9104 Members:Anaheim Costa Mesa CountyofOrange Dana Point Irvine Lake Forest Laguna Hills Laguna Niguel Mission Vlejo Orange Newport Beach Santa Ana San Clemente Son Juan Capistrano Tustin Yorba Linda ® RecpdedPaper MAR 19 1992 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO WHEREAS, The County of Orange and the Cities of Anaheim, Dana Point, Irvine, Lake Forest, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda have executed the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Joint Powers Agreement" and the "Agency") , which Agreement became effective on October 21, 1988; and WHEREAS, Section 11 . 1 of the Joint Powers Agreement provides that the Agreement may be amended by the approval of not less than three-fourths of the parties . NOW, THEREFORE, the City of San Juan Capistrano authorizes its Mayor to sign and Clerk to attest Amendment No . 3 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, attached hereto as Exhibit "A" . PASSED, APPROVED AND ADOPTED this day of 1992 . CITY OF SAN JUAN CAPISTRANO By: Mayor ATTEST: CLERK OF THE CITY OF SAN JUAN CAPISTRANO By: Dated: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss . CITY OF SAN JUAN CAPISTRANO ) I, City Clerk of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of San Juan Capistrano at a regularly scheduled meeting thereof , held on the day of 1992 , by the following vote of the Council : AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: CLERK OF THE CITY OF SAN JUAN CAPISTRANO By: Dated: ORI :RDT: 753 0 AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY WHEREAS, Section 11. 1 of the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Agreement") provides that the Agreement may be amended with the approval of not less than three-fourths (3/4 ) of all the Parties . NOW, THEREFORE, the Parties to the Agreement agree as follows : SECTION 1 . Section 3 .2 (a) (ii) of the Agreement is amended to read as follows : "3 . 2 BOARD. a . The Board shall consist of the following : (ii) three voting Board Members from the County of Orange, said members to be duly elected supervisors for the Third, Fourth and Fifth County of Orange Supervisorial Districts . " ATTEST: CLERK OF THE BOARD COUNTY OF ORANGE OF SUPERVISORS By: Dated: CHAIRMAN BOARD OF SUPERVISORS APPROVED AS TO FORM: By: COUNTY COUNSEL -1- i • ATTEST: CLERK OF THE CITY OF CITY OF ANAHEIM ANAHEIM By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF DANA POINT DANA POINT By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF IRVINE IRVINE By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY -2- ATTEST: CLERK OF THE CITY OF CITY OF LAKE FOREST LAKE FOREST By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF MISSION VIEJO MISSION VIEJO By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF ORANGE ORANGE By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY -3- ATTEST: CLERK OF THE CITY OF CITY OF SAN CLEMENTE SAN CLEMENTE By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF SANTA ANA SANTA ANA By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY —4— ATTEST: CLERK OF THE CITY OF CITY OF TUSTIN TUSTIN By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF YORBA LINDA YORBA LINDA By: By: Dated: MAYOR APPROVED AS TO FORM: By: CITY ATTORNEY APPROVED AS TO FORM: By: COUNSEL FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ORI : RDT : 744 -5- i MEMBERS OF THE CITY COUNCIL JERRY HARRIS KENNETH E FRIESS AVG V (: mrpnl4 GARY L HAUSDORFER I$ JONESGIL 1T MMD 1961 JJEFFVASQUEZ 1776 • • CITY MANAGER STEPHEN B JULIAN January 13, 1992 Mr. Bill Woollett, Executive Director Transportation Corridors Agencies 345 Clinton Street Costa Mesa, California 92626-6011 Re: Admission of the City of Dana Point to the Foothill/Eastern Transportation Corridor AgencyCorridor Agency Dear Mr. Woollett: At their regular meeting held January 7, 1992, the City Council of the City of San Juan Capistrano adopted Resolution No. 92-1-7-1, approving the admission of the City of Dana Point as a party to the Foothill/Eastern Transportation Corridor Agency. Enclosed for your files are a certified copy of Resolution No. 92-1-7-1 and two copies of "Amendment No. 2 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency" signed by the City. Upon approval by all the parties, I would appreciate receiving a fully-executed copy of the Agreement in this office. Very truly yours, (21 Cheryl City Clerk Enclosure 32400 PASEO ADELANTO. SAN JUAN CAPISTRANO. CALIFORNIA 92675 • (714) 493-1171 AGENDA ITEM JANUARY 7, 1992 TO: STEPHEN B. JULIAN, CITY MANAGER FROM: GEORGE SCARBOROUGH, ASSISTANT CITY MANAGER SUBJECT: ADMISSION OF THE CITY OF DANA POINT AS A PART OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY. SITUATION• The City of Dana Point has requested to join the Foothill/Eastern Transportation Corridor Agency. The City will comply with the requirements of Section 4 . 1 of the "First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency" by enactment of an ordinance adopting the Major Thoroughfare and Bridge Fee Program of the Agency, and a Resolution establishing the Areas of Benefit, estimated costs and required fees in January. The Transportation Corridor Agency staff has requested that the City Council adopt the attached resolution agreeing to admit the City of Dana Point. The City of Dana Point is presently a member of the San Joaquin Hills Transportation Corridor Agency. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: None. PUBLIC NOTIFICATION: The Foothill/Eastern Transportation Corridor Agency. ALTERNATE ACTIONS: 1. Adopt the resolution and approve the amendment to the Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency admitting the City of Dana Point as a member of the Agency. 2. Request further information. FOR CITY COUNCIL AGEND / -------------------------------------------------------------- RECOMMENDATION• Adopt the resolution and approve the amendment to the Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency admitting the City of Dana Point as a member of the Agency. -------------------------------------------------------------- ----------- -------------------------------------------------- Resp ctfu y submitted, r e arboroug As ista t City Mana er • • RESOLUTION NO. 92-1-7-1 APPROVING ADDITION OF CITY OF DANA POINT TO FOOTHILL EASTERN TRANSPORTATION CORRIDOR AGENCY A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING THE ADDITION OF THE CITY OF DANA POINT AS PART OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY WHEREAS, the County of Orange, and the Cities of Anaheim, Irvine, Lake Forest, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda have executed the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Joint Powers Agreement" and the "Agency"), which Agreement became effective on October 21, 1988; and, WHEREAS, the City of Dana Point (the "City") intends to adopt an Ordinance adopting the Major Thoroughfare and Bridge Fee Program in accordance with Section4.1 of the Joint Powers Agreement; and, WHEREAS, the City intends to adopt a Resolution, establishing the Areas of Benefit and fees for such Major Thoroughfare and Bridge Fee Program in accordance with Section 41. of the Joint Powers Agreement; and, WHEREAS, the City has requested admission as a party to the Agency; and, WHEREAS, Section 9.1 of the Joint Powers Agreement provides that the unanimous consent of each existing party to the Agency and City is required for admission of the City as a party. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby agree to admit the City of Dana Point as a party to the Agency and authorizes its Mayor to sign and the Clerk to attest Amendment No. 2 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, attached hereto. PASSED, APPROVED, AND ADOPTED this 7th day of January , 1992. GITL-JO S, MAYO ATTEST: CITY CLER ` -1- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 92-1-7-1 adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 7th day Of January , 1992, by the following vote: AYES: Councilmen Friess, Hausdorfer, Harris, Vasquez and Mayor Jones NOES: None ABSTAIN: None ABSENT: None (SEAL) CHERYL JO N, CITY CLERK T -2- AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY SECTION 1. The Board of the Foothill/Eastern Transportation Corridor Agency imposed no terms and conditions upon the participation of the City of Lake Forest as a Party to the Agency pursuant to Section 9. 1 of the First Amended and Restated Joint Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, in addition to enactment of the Ordinance adopting the Major Thoroughfare and Bridge Fee Program of such Agency and the Resolution establishing the areas of benefit, estimated cost and required fees. SECTION 2. The first paragraph of such Agreement hereby is amended to read as follows: THIS FIRST AMENDED AND RESTATED AGREEMENT was made and entered into, pursuant to Sections 11.1 and 11.3 by and among the following public agencies, other than the City of Mission Viejo and the City of Lake Forest, as of the 21st day of October, 1988, the first date on which six or more of such public agencies executed this First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, and is amended by this Amendment No. 3 to such Agreement, pursuant to Section 9. 1, by and among all of the following public agencies as of the _ day of , 1991, the date on which the last of such public agencies executed this Amendment No. 1 to such Agreement: (a) County of Orange (b) City of Anaheim (c) City of Irvine (d) City of Lake Forest (e) City of Mission Viejo (f) City of Orange (g) City of San Clemente (h) City of San Juan Capistrano (i) City of Santa Ana (j ) City of Tustin (k) City of Yorba Linda SECTION 3 . Section 3.2 hereby is amended to read as follows: . . . 3 .2 BOARD. a. The Board shall consist of the following: 1. (i) One voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3.1 above: the Cities of Anaheim, Irvine, Lake Forest, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda. ATTEST: CLERK OF THE BOARD COUNTY OF ORANGE OF SUPERVISORS By; &&. d (2 . 9t; Dated: Y If- o- C OF SUPERVISORS APPROVED AS TO FORM: By: COUNTY COUNSEL ATTEST: CLERK OF THE CITY OF CITY OF ANAHEIM ANAHEIM r By: � By: Dated: ��/S /�� MA TW A3 TO FORM: By. ITY ORNEY ATT 6 CLERK OF THE CITY OF CITY OF IRVINE IRVINE By: By: Date : MAYOR APPROVED AS TO FORM: By:;,7kT/T7 2. ' ATTEST: CLERK OF THE CITY OF CITY OF LAKE FOREST LAKE FOREST D By: ra' _ 0i MAYOR APYRIIVED .S Td FORM: By: . CITY ATTORNEY ATTEST: +'ERK OF THE CITY OF CITY OF MISSION VIEJO AISSWIN VJrJO By. n. By. Dat":d l., MAYOR APPRO[*ED l►S TO FOR-vl: By: A, ITY ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF ORANGE ORANGE By: By: Dated: 8'7 t9. MAYOR APPROVED AS TO FORM: By: Z � CITY ATTORNEY 3. ATTEST: CLERK OF THE CITY OF CITY OF SANCLEMEN SAN CLEMENTE By: By: Dated: 1— YO APPROVED AS TO FORM: By: PILOATIPRUEY ATTEST: CLERK OF THE CITY OF CITY OF SAN JUAN CAPISTRANO SAN JUAN CAPISTRANO By: BY/ Dated: YOR APPROVED AS TO FORM: By: ` I ATTORNEY ATTEST: CLERK OF THE CITY OF CITY OF SANTA ANA SANTA ANA By: By: Dat MAYOR APPROVED AS TO FORM: Hy: � CITY A ORNE =---��. City Manamr 4. ATTEST: CLERK OF THE CITY OF CITY OF TUSTIN TUSTIN BY: By: Dated: YOR APPROV4ASTORM: By: A4 --- CI ATTEST: CLERK OF THE CITY OF CITY OF YORBA LINDA YORBA LINDA By: 6 � By: �h. Dated: 90,—r -- MAIVOR APPROVED AS TO FORM: An/ Ay. C CifY ATTORN APPROVED AS TO FORM: By: COUNSEL FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ORI:DLB:264/3 5. MEMBERSTHE CITY COUNCIL JERRY HARRIS KENNETH E mtpnv91nf9 GARY L HA US SOORF DORFER IS1961 GIF JONES T4j 1776 JEFF VASOUEZ 0 CITY MANAGER STEPHEN B JULIAN June 8, 1992 Kathy Besnard Assistant Secretary of the Boards Transportation Corridor Agencies 345 Clinton Street Costa Mesa, California 92626 Re: Amendments to the Joint Powers Agreements Dear Ms. Besnard: Enclosed are 20 copies each of Amendmens 1 nd 2 to the Foothill/Eastern Transportation Corridor Agency Joint Powers eement and Amendment 3 to the San Joaquin Hills Transportation Corridor Agency Joint Powers Agreement. All copies have been signed by the City. Very truly yours, 421� Cheryl Johnson City Clerk Enclosure 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 William Woollett,Jr Executive Director San Joaquin Hills Foothill/Eastern Wally Kreutzen Corridor Agency Corridor Agency Deputy Director, Finance&Administration Chairman: Chairman: Greg Henk John Cox Gene Wisner Deputy Director, Newport Beach yorba Linda TRANSPORTATION CORRIDOR AGENCIES Design&Construction June 3 , 1992 g� Ms. Cheryl Johnson, City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Amendments to the Joint Powers Agreement Dear Ms. Johnson: Enclosed are 20 copies each of Amendments 1 and 2 to the Foothill/Eastern Transportation Corridor Agency Joint Powers Agreement and Amendment 3 to the San Joaquin Hills Transportation Corridor Agency Joint Powers Agreement which the City Council has previously approved. Please execute all copies of these amendments and return to me so I can distribute to the remainder of the member agencies for execution. I will send you fully executed copies of all three once they are completed. Sincerely, p Kathy snard Asst. Secretary of the Boards Enclosures „y n r z, v rn - v o c.o 345 Clinton Street, Costa Mesa, CA 92626 714/557-3298 FAX 714/557-9104 Members:Anaheim Costa Mesa County of Orange Dana Point Irvine Lake Forest Laguna Hills Laguna Niguel Mission Viejo Orange Newport Beach Santa Ana San Clemente San Juan Capistrano Tustin Yorba Linda ® Recycled Paper MEMBERS OF THE CITY COUNCIL © LAWRENCE F allCHHEtM N G1 KENETH E FRIESS RIE55 VK m101,0111v9 GARY L HAUSDORFER 140116x(0 1961 GIL JONES 1776 JEFF VASQUEZ �'� • CITY MANAGER . STEPHEN F3 JULIAN December 9, 1991 Bill Woollett, Executive Director Transportation Corridors Agencies 345 Clinton Street Costa Mesa, California 92626-6011 Re: Admission of New Cities to Transportation Corridor Agencies Dear Mr. Woollen: At their regular meeting held December 3, 1991, the City Council of the City of San Juan Capistrano took the following actions: 1. Adopted Resolution No. 91-12-3-3, supporting the admission of the City of Lake Forest to the Foothill/Eastern Transportation Corridor Agency; and, 2. Adopted Resolution No. 91-12-3-4, supporting the admission of the City of Laguna Hills to the San Joaquin Hills Transportation Corridor Agency. The Resolutions authorized the Mayor and City Clerk to sign the applicable amendments to the Joint Exercise of Powers Agreements. Two copies, signed by the City, of Amendment No. 1 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, and of Amendment No. 3 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency are enclosed. We would appreciate the return of fully-executed copies for our files. Also enclosed are certified copies of Resolutions No. 91-12-3-3 and No. 91-12-3-4. Ve truly yours, Cheryl Johnson City Clerk Enclosure 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675•• (714) 493-1171 AGENDA ITEM December 3 , 1991 .l TO: STEPHEN B. JULIAN, CITY MANAGER FROM: GEORGE SCARBOROUGH, ASSISTANT CITY MANAGER SUBJECT: ADMISSION OF THE CITY OF LAKE FOREST AS A PART OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY. SITUATION• The City of Lake Forest will be incorporated on December 20, 1991. It is anticipated that one of the first actions of the City of Lake Forest will be to comply with the requirements of Section 4 . 1 of the "First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency" by enactment of an ordinance adopting the Major Thoroughfare and Bridge Fee Program of the Agency, and a Resolution establishing the Areas of Benefit, estimated costs and required fees. The admission of the City of Lake Forest will represent a continuation of the program previously established by the County before incorporation of the City within the same area of benefit. No additional conditions have been or will be recommended and it is unlikely that any will be imposed by the Board of the Agency. This agreement requires the unanimous consent of all parities including the City of Lake Forest for their inclusion as a member in the Foothill/Eastern Transportation Corridor Agency. The Transportation Corridor Agency staff has requested that the City Council adopt the attached resolution agreeing to admit the City of Lake Forest so that the City of Lake Forest may participate fully in the Board's meeting immediately following the Lake Forest first City Council meeting. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: None. PUBLIC NOTIFICATION: The Foothill/Eastern Transportation Corridor Agency. ALTERNATE ACTIONS: FOR CRY COUNCIL AGEND �� 1. Adopt the resolution and approve the amendment to the Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency admitting the City of Lake Forest as a member of the Agency. 2 . Request further information. RECOMMENDATION: Adopt the resolution and approve the amendment to the Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency admitting the City of Lake Forest as a member of the Agency. Respectfully submitted, r car rough is nt City Manager � RESOLUTIONNO. 91-12-3-3 • SUPPORTING ADMITTANCE OF THE CITY OF LAKE FOREST TO THE HILL EASTERN TRANSPORTATION C R A NCY A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, AGREEING TO ADMIT THE CITY OF LAKE FOREST AS A PARTY TO THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY WHEREAS, the County of Orange and the Cities of Anaheim, Irvine, Mission Viejo, Orange, San Clemente, San Juan Capistrano, Santa Ana, Tustin and Yorba Linda have executed the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency (the "Agreement" and the "Agency"), which Agreement became effective on October 17, 1988; and, WHEREAS, the incorporation of the City of Lake Forest (the "City") will become effective on December 20, 1991; and, WHEREAS, the City intends to adopt an Ordinance adopting the Major Thoroughfare and Bridge Fee Program in accordance with Section 4.1 of the Agreement; and, WHEREAS, the City also intends to adopt a Resolution establishing the Areas of Benefit and fees for such Major Thoroughfare and Bridge Fee Program in accordance with Section 4.1 of the Agreement; and, WHEREAS, the City Council-elect has requested admission as a party to the Agency; and, WHEREAS, Section 9.1 of the Agreement provides that the unanimous consent of each existing party to the Agency is required for admission of the City as a Party. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Juan Capistrano does hereby agree to admit the City as a Party to the Agency, and authorizes its Mayor to sign and the Clerk of the City of San Juan Capistrano to attest Amendment No. 1 to the First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency, attached hereto as Exhibit A. PASSED, APPROVED, AND ADOPTED this 3rd day of December , 1991. / GIL JONES, MAYOR ATTEST: -1- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 1, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 91-"1 3 adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 3rd day of December , 1991, by the following vote: AYES: Councilmen Friess, Hausdo.rfer, Vasquez and Mayor Jones NOES; None ABSTAIN: None ABSENT: None (SEAL) CHERYL JO -50 , CITY CLERK -2- FIRST AMENDED AND RESTATED I JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY REDLINED COPY Y Y TABLE OF CONTENTS Paee RECITALS . . . . . . . . . . . . . . . . . . . . . . . 1 I . DEFINITIONS . . . . . . . . . . . . . . . . . 3 II . PURPOSE AND POWERS . . . . . . . . . . . . . 4 2 . 1 Agency Created . . . . . . . . . . 4 2 . 2 Purpose of the Agreement; Common Powers to be Exercised . . . . . . . . . . . . 4 2 . 3 Powers . . . . . . . . . . . . . . . . . 5 III . ORGANIZATION . . . . . . . . . . . . . . . 6 3 . 1 Membership . . . . . . . . . . . . . . . 3/2 pdlfiEollllililllllililllllllllllllilililil9 1 3 . 2 Board 01151tWOt! . . . . . . . . . . . 7 I 3 .3 Principal Office . . . . . . . . . . . . 8 3 .4 Meetings . . . . . . . . . . . . . . . . 8 3 . 5 Quorum . . . . . . . . 8 3 . 6 Powers and Limitations Thereon . . . . . 9 3 . 7 Minutes . . . . . . . . . . . . . . . . 9 3 . 8 Rules . . . . . . . . . . . 9 3 . 9 Vote or Assent of Parties . . . . . . . 9 3 . 10 Officers . . . . . . . . . . . . . . . . 9 3 . 11 Committees . . . . . . . . 10 3 . 12 Additional Officers and Employees . . . 10 3 . 13 Bonding Requirement . . . . . . 10 3 . 14 Status of Officers and Employees . . . . 11 V. FEES CONTRUIOTIONS . . . . . . 11 I 4. 1 Imposition of Major Thoroughfare and Bridge Construction Fee by Members . . . . . . . . . . . 11 4. 2 Annual Review of Fees . . . . . . . . . 12 4. 3 Payment . . . . . . . . 12 4. 4 Compensation of Agency for Acquisition of Rights-of-Way . . . . . . 13 V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES . . . . . 13 5 . 1 Joint Action with Other Agencies . . . . 13 5 . 2 Communications Between Corridor Agencies . . . . . 14 5 . 3 Lending and Borrowing of Funds Between Agencies . . . . . . . . . . . . 14 -i- � Y VI . BUDGETS AND DISBURSEMENTS . . . . . . . . . . 14 6. 1 Annual Budget . . . . . . . . . . . . . 14 6 . 2 Disbursements . . . . . . . . . . . . . 14 6 .3 Accounts . . . . . . . 15 6. 4 Expenditures Within Approved Annual Budget . . . . . . . . . . . . . 15 6 . 5 Audit . . 15 . . . . . . . . . . . . . . . 6/6 UlPhItitO tbtitlit I VII . SECURITIES . . . . . . . . . . . . . . . . 16 7 . 1 Securities . . . . . . . . . . . . . . . 16 VIII . LIABILITIES . . . . . . . . . . . . . . . 16 8 . 1 Liabilities . . . . . . . 16 8 . 2 Hold Harmless and Indemnify . . . . . . 16 Ix. ADMISSION AND WITHDRAWAL OF PARTIES . . . . . 17 9 . 1 Admission of New Parties . . . . . . . . 17 9 .2 Withdrawal . . . . . . . . . . . . . . . 17 S. TERMINATION AND DISPOSITION OF ASSETS . . . . 18 10 . 1 Termination . . . . . . . . . 18 10 .2 Distribution of Property and Funds . . . 19 %I . MISCELLANEOUS . . . . . . . . . . . . . . . . 20 11 . 1 Amendments . . . . . . . . . . . . . . . 20 11 . 2 Notice . . . . . . . . . . . . . . . . 20 11 .3 Effective Date . . . . . . . . . . . . . 20 11 . 4 Arbitration. . . . . . . . . . . . . 20 11 . 5 Partial Invalidity . . . . . . . . . . . 21 11 . 6 Successors . . . . . . . . . . . . . . . 21 11 . 7 Assignment . . . . . . . . . . . . . . . 21 11 . 8 Execution . . . . . . . . . . . . . . . 21 -ii- FIRST AMENDED AND RESTATED I JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY THIS FIRST AMENDED AND RESTATED AGREEMENT is made I and entered into. pursuant to Sections 11 . 1 and 11 . 3 , by I and among the following public agencies as of the I day of , 1988, the date on which ttli dl I 1SEttlrW g}tht. ti*d or more of the following public I agencies executed this First Amended and Restated _ pint Exercise of Powers Agreement Creating the SW J6Adi .H/ I Hill! Foothill/Eastern Transportation Corridor Agency: I (a) County of Orange (b) City of Anaheim (c) City of Irvine (d) City of Mission Viejo (e) City of Orange (f) City of San Clemente (g) City of San Juan Capistrano (h) City of Santa Ana (i ) City of Tustin (j ) City of Yorba Linda A. The California State Legislature adopted Chapter 708, Statutes 1984, adding Section 66484.3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit , for the purpose of defraying the actual or estimated cost of constructing bridges over waterways , railways , freeways , and canyons or constructing major thoroughfares . B. The Parties to this Agreement have territorial I jurisdiction t4ttitbtt within tll tHdt Brea 2 I Benefit of VAfft/40 the Foothill and Eastern Transportation I Corridor. and desire to impose such a fee pursuant to I Government Code Section 66484. 3 in order to finance the planning , acquisition and construction of major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors . The Parties hereto have the common power to conduct I such transportation planning, financing and construction. C. It has been determined by the Parties hereto that it I is in the best interests of the respective Parties to join i together to administer the funds provided by these fee programs , and to plan, acquire and construct said thoroughfares and bridges . D. Each of the Parties is authorized to contract with I each other for the joint exercise of any common power under Article 1, Chapter 5 , Division 7 , Title 1 of the Government Code of the State of California. E. The Parties hereto recognize that , in order to serve I the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or controlled by the Parties hereto . i F. The Parties hereto recognize that , in order to serve I the purpose stated herein, additional funding other than that received from the above-described fees must be obtained . Each Party has agreed to cooperate in obtaining additional I financing, including, but not limited to, debt financing, assessment districts , special legislation, toll revenue I financing. Arterial Highway Financing program funds and other I forms of governmental grants-in-aid . G. The Parties hereto recognize that in accordance with i the principals of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities . H. It is anticipated by the Parties hereto that any major I thoroughfares or bridges constructed pursuant to this Agreement shall comport with those standards for scenic highways set forth in Streets and Highways Code Section 261 . -2- dl zt/ie/tt�ititi¢tttkk/x7i/txk/�dtiikA/xktktm/ixdt/txk/ I tdBlit/Atktit76/ttWOO IPAitk1AAAt/tk/txik/Attkktkvit/OWI/ I tkt iAktk/�i�kA/txk/0110 itk/ddtk/kt/txk/iWOO1OA/kt/txk/ I ttAA00ttlitikd/tkAOtWtOO/PAtkdkAt/tk/txi!/ 1 At tofto it/iii/txk/callitottiIt/$tAtk/Vtxokt/$ifotklfiI/$$/dktitikd/ I W/tOtitlikk/14/Di*I$10A/1/Of/txk/Moot$hilik/»itx*43tk/Zkkkl I NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained , the parties hereto I agree as follows : I . DEFINITIONS For the purposes of this Agreement, the following words shall have the following meanings : a. "Agreement" means this First Amended and Restated I Joint Exercise of Powers Agreement, as amended from time to I time . I b. "Agency" means the FOOTHILL and EASTERN TRANSPORTATION CORRIDOR AGENCY. tkt�kk/�rttdvtdtt/tk/txia/ I A$tkk�kAtl I C . "Annual Budget" means the approved budget applicable to the expenses of administration of the Agency. d . "Board Members" means those persons I serving as members of the Board or their alternates . e . "Board" means the governing body of the Agency. f . "Ex Officio Member" means Board Member who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists . g. "Executive Director" means the chief operating employee selected by the Board to manage the day-to-day activities of the Agency, including, but not limited to, the appointment and removal of all employees of the Agency except those described in Section 3 . 11 below. The Executive Director shall not be an employee of any individual Party. �k�i}Skt/kt/txk/AtkAt7il I -3- s h. "Fiscal Year" means July 1st to and including the following June 30th. i . "Party" means each of the public entities Wtfoo I which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder , including any public entity executing an amendment AJJ61id1d&6 of the I original agreement as hereinafter provided . j . "Quarter" means July lot to and including September 30th, October 1st to and including December 31st, January 1st to and including March 31 and April 1st to and including June 30th. II . PURPOSE AND POWERS 2 . 1 Agency Created There is hereby created a public entity to be known as the "FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY. " The Agency is formed by this Agreement pursuant to the provision of Article 1, Chapter 5 , Division 7, of Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto. 2 .2 Purpose of the Agreement. Common Powers to be Exercised . Each Party ihbikBdf has the common power to plan for , I acquire, construct, maintain, repair , manage, operate , and control facilities for one or more of the following purposes : a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges ; b. The power to plan for , acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California Department of Transportation (CALTRANS) and the Federal Highway Administration (FHWA) whenever possible. The purpose of this Agreement is to jointly exercise the foregoing common powers to undertake such studies and planning relative to the Foothill and Eastern Transportation -4- Corridors as may be necessary to establish areas of benefit, to recommend to the Parties the adoption of local I ordinances and the undertaking of all acts necessary for the imposition of fees by the Parties U000/tOtWO pursuant to I Government Code Section 66484.3 and to fund, plan, acquire, and construct the major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors . Except for maintenance I of the facilities relating to collection of tolls and insuring I that the maior bridges or thoroughfares constructed pursuant to I this Agreement comport to those design elements incorporated I into Interstate 280 near the San Francisco Bay Area. dtAAddfdd/ I fmf/l4d�iit/Hi�l�itbd7�!/!ti`/fmfi'H/iii/Si'1'Edi`!/did/Hi¢Hrbl�!/2mdE/ I SiOt U i/261! the Agency shall not maintain or operate , or incur I liability for the maintenance or operation of the facilities constructed pursuant to this Agreement. except as otherwise I provided herein. Board planning policy has and shall continue to I respond to those various memoranda of understanding. 4W I *AtiOd$ resolutions , minute orders and policy statements 2L— I Parties attached AN— I Exhibit "A" to the prior form of this Agreement and I collectively incorporated in the "Issues Inventory Manual" I adopted by the Board on August 13 . 1987 . >R�tkt�/I�ZZ�¢Litdl7i/ I ��l�n��t'lr�rl��l��e�t¢mt��l��ltt�tt��►e�lxEt��l I 2 .3 Powers The Agency shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of the I Parties iihh#iiWO in studying and planning ways and means I to provide for the design. financing, and construction of I the Foothill and Eastern Transportation Corridors ; b. To make and enter into contracts ; C . To contract for the services of engineers , attorneys , planners , financial consultants , and separate and apart therefrom to employ such other persons , as it deems necessary; d . To appoint agents ; -5- e. To lease , acquire , construct, manage , maintain and operate any buildings , works or improvements ; f . To acquire, hold , 2L dli$ dispose of property by I any lawful means , includine without limitation, eift . purchase, eminent domain, lease, lease purchase or sale; I g . To incur debts , liabilities , or obligations subject to limitations herein set forth; h. To receive gifts , contributions and donations of property, funds , services and other forms of financial assistance from persons , firms , corporations and any governmental entity; i . To sue and be sued in its own name ; j . To apply for an appropriate grant or grants under any federal , state , or local programs for assistance in developing any of its programs ; k. To adopt rules , regulations , policies , by-laws and procedures governing the operation of the Agency; *Ad I 1� To exercise those powers authorized in Chapter 5 I (commencing with Section 31100) of Division 17 of the I Streets and Hizhways Code in accordance with Government 1 Code Section 66484. 3(f) : and I a. To the extent not herein specifically provided 1 for , to exercise any powers in the manner and according to the methods provided under applicable laws . III . ORGANIZATION 3 . 1 Membership. The parties to the Agency shall be =1 OAtX public I entities Oititt which have Hyl$ executed or hereafter execute$ I this Agreement , or amendment , thereto, and which I have Kit$ not, pursuant to the provisions hereof , withdrawn I therefrom. -6- alz Es�Etl I xKk/Kd�ktl/��ttit�zdt/td�dtitikd/dKd/dddtkdfk!/kf/txk/ I Wt100/At/W/ti6k/dKkzz/Kk/S7AM/kK/W1151tIW/dttdtKkdI I Kktktdl/dk/"kKdkd/kt/ldWk;fikKtkd/ftkt/ti&k/tk/tisikl I 3 . 2 Board . kf/Ditkttkt! I a. The Board OVDitkttdtk shall consist of the I following: (i) one voting Board Ilember appointed by the I leeislative body of ftkt each of the following Parties I kKtitikt/�KitK/Kdfk/)tiktd�k/�k�)dEtd/k#/tKk/AgkKt� pursuant I to Section 3 . 1 above: The cities of Anaheim, Irvine , Orange , Mission Viejo, Kkg$Kd/$kdtK( San Clemente, San Juan I Capistrano. and Santa Ana, Tustin and Yorba Linda. I (ii) two voting Board Members from the County of 1 Orange, (iK/tKk/ktkdt/tKdt/tKk/�b�Kt�/kf/OtdK�k/)tiktd�kE/d/ I ihOiAW/kf /W Wt 101V I said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Districts(/ I mt/txkit/�ztkt��tk� . I (iii) kKk/k*/kffitid/Bm�fd/�kKBkt/tk�tkdkKtiKg/txk/ I 141110tKid/VO0tt;fik1kt1951/TtAA40tt*tIOA/AU/450/k*/Off it 161 1 �k�Kkt/tk�tkdkKtiKg/tKk/OtdKgk/¢kdKt�/TtdKS�tttdtikK/ I COfti0840161//The Board may, from time to time. appoint I additional ex officio members . b. Except for ex officio members , each 1hk;h16kt/kf/UO I Board Member shall be a current member of the legislative I body of the Party each k$tK member represents . I C . Each Board Member P$ttitiPdtiKt shall also have I an alternate( appointed by the leeislative body of the I Party represented by such Board Member . �Kk/�$St/dldd/Bk/ I d/tdtt0tt/ihOtUt/kf/tHk/lkgIOldtitk/Bddj/Of/tKk/fdttt/0dtK/ I dltktKdtk/tk$fkEkKtEI With the exception of the alternates I to the Board Ilembers representing the County of Orange. &IL_ I alternate Board Member must also be a current member of the I leeislative body of the Party such alternate represents . I xKk/Kd�k/kf/tKk/dltktKdtk/�k�>Skt/kKdll/Bk/kK/f ilk/�itK/tHk/ I UAW An alternate Board Member shall assume all rights I and duties of the absent Board Ilember . I -7- d . Each Board Member and alternate shall hold office I from the first meeting of the Board after appointment by the city council or Board of Supervisors until a successor is named . Board Members and alternates shall be appointed I by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the party such I Board Member represents subject. however . to the provisions I of Section 3 . 2 a. (ii) . I e . A Board Member shall receive only such compensation from the Agency for his/her services as may be I approved by not less than two-thirds (2/3) of the ihftbOtO/ I Ot/tKt Board Members . I f . A Board Member may be reimbursed for expenses incurred by such vhkhtOt Board Member in the conduct of the I business of the Agency. 3 . 3 Principal Office. The principal office of the Agency shall be established by the Board and shall be located within the County of Orange . The Board is hereby granted full power and authority to change said principal office from one location to another in the County of Orange. Any change shall be noted by the secretary of the Board under this Agreement dbtt10A but I shall not be considered an amendment to this Agreement . 3 . 4 Meetings . The Board shall meet at the principal office of the Agency or at such other place as may be designed by the Board . The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each party tOtOtO. Regular , I adjourned , and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Section 54950 et. seq. , as it/44t/U amended . 1 3 . 5 Quorum. Not less than two-thirds (2/3) of the Board Members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. -8- 3 . 6 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board , subject however , to the reserved rights of the Parties as herein set forth. Unless otherwise provided I herein, each Board Ilember or participating alternate Board I Memshall be entitled to one vote, and except as otherwise I provided herein, a vote of the majority of those present and qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate . tH/EHtt�/ I totoAtd/tHt/oNOtt 1*04/Of/00/4WAtt/ 1 3 . 7 Minutes . The secretary of the Agency shall cause to be kept minutes of regular, adjourned regularl and special meetings of I the Board , and shall cause a copy of such 06 minutes to be I forwarded to each Board Member and to each 4f/tH�/HdHEt!/ I H6tbto Party. I 3 . 8 Rules . The Board may adopt from time to time 01A4H rules and I regulations for the conduct of its affairs consistent with this Agreement . 3 . 9 Vote of Assent of Parties . The vote, assent, or approval of Parties in any matter I requiring such vote, assent or approval hereunder shall be evidenced by a certified copy of the action of the governing body of such Party filed with the Agency. It shall be the I responsibility of the Executive Director to obtain certified copies of said actions . 3 . 10 Officers . There shall be selected by the Board from jJ& tHO I membership, Hf/tH#/$0At4 a chairman and a vice chairman. The I Board shall appoint a secretary who may be a Member . The Board shall appoint an officer or employee of the Board or an officer or employee of a Partyto hold the offices I of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board . Such person or persons shall possess the powers and the 1 -9- duties of , and shall perform the treasurer and auditor I functions for the Agency and tkttktsi those functions required I by Government Code Sections 6505 , 6505 . 5 , and 6505 . 6 , including any subsequent amendments thereto. The chairman, vice chairman, 444 secretary. treasurer I And auditor shall hold office for a period of one year I commencing July 1st of each year . l/�tk�iAkkl/ I x��k�ktl/txk/fitEt/¢xattxxxl/�t¢k/¢xxit�d�/xx�/dkttktdt�/ I Jdtak/30tx/ktJtxk/k�k�i�$ltik¢kll�kktt Except for the Executive I Director , any officer , employee , or agent of the Board may also be an officer , employee or agent of any of the Parties . I VhktBktE/ The appointment by the Board of such a person shall I be evidence that the two positions are compatible . 3 . 11 Committees . The Board may, as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such 40t4ittkk meetings shall be open to all Board I glembers. unless the presence of Board Members who are not I members of such committee would violate the provisions of the I $alph M. Brown Act, Government Code Section 54950 et sea . . as I amended . I 3 . 12 Additional Officers . !Ad/rAt16jtiEd/ I The Board shall have the power , upon the approval of not less than two-thirds (2/3) of the Board it$ Members , to I appoint such additional officers d�A/tk/k �Zkt/ex¢x/k��lk�kk!/ I ��k/dk¢iktd�tt as may be appropriate . Such officers *lid/ I ¢iht1ktkkS may also be, but are not required to be, officers and I employees of a Party. txk/i�ktfiA�dt/�k�)bktdl I 3 . 13 Bonding Requirement . The officers or persons who have charge of , handle, or have access to any property of the Agency shall be txk/ k�T3ktt/ I �t/txk/8�dt�l/txk/ttk�ddtktl/txk/d��it�t/d��/��/xtxkt/�ftitktt/ I mt/�ktkk�k/tk/>dk RQ designated and kt empowered by the Board . I Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board . Should the existing bond or bonds of -10- any such officer or persons be extended to cover the I obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Agency. 3 . 14 Status of Officers and Employees . All of the privileges and immunities from liability, exemption from laws , ordinances and rules , all pension, relief , disability, worker ' s compensation, and other benefits which apply to the activities AttItIti of officers , agents , or I employees of any of the Parties 401hl6ttg when performing their I respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement . None of the officers , agents , or employees appointed by the Board shall be deemed , by reason of their employment by the Board, to be employed by any of the Parties jhft Ot* or , by reason of their employment by the I Board , to be subject to any of the requirements of such parties . ifift) OI 1 IV. FEES 20DQTRZBTdT10DQS I 4. 1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties . On or before the effective date of this Agreement (or , in the case of a new party, on or before the date on which that I Party becomes tl signatary to this Agreement) , each party shall I require by ordinance W tt$010104 the payment of a fee as a I condition of issuance of a 10001ft building permitO within the I Area of Benefit , for the purposes of defraying the actual or I estimated cost of constructing major thoroughfares and bridges , in accordance with California Government Code Section 66484.3 . Said fee shall be in the form, and in those amounts set forth in the "Major Thoroughfare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors , " attached hereto as Exhibit "A" and incorporated by reference herein. The imposition of said fee by each party shall be a condition precedent to that Party' s I participation in the Agency. and each Party covenants to ontinue the imposition of such fees as required herein and as I required by provisions of any applicable bond indentures _ " -11- 4. 2 Annual Review of Fees . At least once annually, the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two-thirds (2/3) of its Members , modify the fee to be imposed by the parties hereto. TAO/ I Zb$idZdtifb/Bbd7i/bt Each party shall impose said revised fee I within one hundred twenty (120) days , and if a party fails to I impose said fees , repeals the enabling ordinance or fee requirement or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the aforementioned time period , whichever is sooner , such action shall be deemed the withdrawal of that Party from the Agency, I subject to the conditions specified in Section 9 .2 below. nova/txb/tbtdz/ m,yrs /xt/t ea/exll�tx��/x�/ xk/A$kr►¢�/ �dtld7�At/tb/txiS/Att3t16/xxa/b�ttbbdbd/titt7i/�bttbAt/180 )/bt/ I txb/bdtid�dtbd/tAtd1/tbit/tbt/txb/ibtHA�¢id/tb/Bb/tbAdttdbtbd/ I �dtdddAt/tb/txi�//l$t�ddtdfitl/ixd/BKdtatl/d��K/�`Kk/d�{�t�t�z/Ht/tiHt/ I Zbdd/tHdA/t�ibftxitoo/fZ M/bt/it$/16046btoI/$W/b#tiA$diWtxb/ I bH1i$t�tibAfi/bt/txb/Adttibd/tb/tbAit/��[iA/tEx�/tH/tx�/A$Eti¢7i/Htl/ I iA/txb/AZtbtAAtX*01lAd7i/t00ttitt/txb/tdtdtb/bNIgot 10AE/bt/txb/ I Wt I oo/to/tolhit/041d/too$ /tb/Bb/ I dbtbtdhiAbd/1471/00/Mitd1 I 4. 3 Payment . Each Party agrees to hold said fees in trust for the I Agency. and to nay t tittlUtt said fees to the Agency in I quarterly payments. within sixty (60) days after the end of I each quarter . I U/*do itION MW/1Sddtdl/rAtrix/APPtO**I/Of/445t/zdEd 044/ t t*bftxitoo/U M/bt/Ito 1005btoIhh' t/ddlbdd /txb/ I A$bAb7i/tlA/MWAtit/iA/W000/Of/tHb/dAbdAt/bt/Wd/ttdd/dm116¢tdd/ I )VI tHdtItAtt76/IA/btdbt/td/KEdt/45*000dd/Mid/btxdt/ I ddMAIWAt1*00*#36000/APOW100/iA/txb/dAAdd1/i5dd$bt///rot/txb/ I )brit)66665/bt/txid/A$tbbAbAtl/txb/Y'EdAttiBtitiAA�'/At/dddx/1°tltt7i/ I lHxz1/iAbZddb/txb/tbttidbt/t665/iA>Sb56d/16dt5ddAt/tb/tHiS/ I A$tbbthbAtl/416t/Otto$i/"957 Atd/dd0000rid/to/t164IN tttl16t/tHd/ I Bbdtdl/dAdhiddb/0/00/40401i/B7i/ I txb/�dtt7il//Txb/bOAttiBdti4�A/bt/b�[!x/ibdtt7i/bt/txb/A$bA�7i/ I 5>bbbitibd/HbtbiA/Sxd11/1S6/ddb/dAd/>6�l7itlB16/Si�tt7i/1b0D/d�17i5/�lttbt/ I tb¢bi>bt/bt/Bi11iA$ltxbtbtbtb/ttb�i/txb/A$bAb7il The Board may I authorize an audit of any Party to determine whether said I -12- payments of fees accurately reflect each Party' s I obligations under this Agreement . Unpaid fees ¢¢�i¢ti15d1E�¢fid 1 shall bear interest at a rate to be determined by the Board . In the event that any Party fails to remit said fees I ¢¢¢itfilStdl�¢�i¢ to the Agency, said failure may be deemed by the I Board to be a withdrawal of that Party from the Agency subject I to the conditions specified in Section 9 . 2 hereof . I In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a Party hereto I regarding the appropriate amount of the assessment to the Agency, in accordance with the rules and regulations I established by the Agency, which decision shall be final . In I the event that any Party hereto becomes a Party to litigation I regarding the legality of the fee program, the Board , where it deems appropriate, may defend such action or lend other assistance to said Party in said action. I 4. 4 Compensation of Agency for Acquisition of Riehts-of-Way. When it is within its power to do so, each Party shall I be individually responsible for the preservation and I acquisition by dedication pursuant to Title 7 , Divisiong 1 . and 1 2. of the Government Code of rights-of-way and similar property I interests within its territory which are necessary to accomplish the purposes of this Agreement . In the event that a Party fails to acquire these rights-of-way by the I above-mentioned means after the route alignments for the Foothill and Eastern Transportation Corridors are established and accepted by the Agency, or fails to preserve such I rights-of-way and property interests by the above mentioned I means which were established by the County of Orange prior to I such establishment and acceptance by the Agency. that Party I shall compensate the Agency for all costs (including attorneys ' fees) incurred by the Agency in acquiring said rights-of-way I d property interests . I V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5 . 1 Joint Action with Other Agencies . In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning, -13- coordinating , acquiring, financing . constructing, maintaining, I repairing, managing, operating and controlling major thoroughfares and bridges in the San Joaquin Hill , Transportation Corridor or other transportation corridors , the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges , when for any purpose otherwise I permitted by law. the Board deems it tt/10/dOtihtl appropriate . I 5 . 2 Communications Between Corridor Agencies . In the event that the agencies described in Section 5 . 1 above are formed , the chairman or his designate shall meet with the chairmen, or their designates , of said agencies at least quarterly, for the purpose of coordinating the planning, financing and construction activities of the various agencies . 5 .3 Lending and Borrowing of Funds Between Agencies . When it is found to be beneficial to the purposes of the Agency and otherwise permitted by law. and serves the I general purpose of improving transportation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to or from the agencies described I in Section 5 . 1 above, upon the approval of not less than two thirds (2/3) of 04/siftUtf/fit the Board Members . The Board I shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI . BUDGET AND DISBURSEMENTS 6. 1 Annual Budget . The Board shall adopt upon the approval of not less than two thirds (2/3) of 00460WO/01 the Board Members , an I annual budget , for the ensuing fiscal year , pursuant to procedures developed by the Board . 6 .2 Disbursements . The auditor shall draw warrants upon the approval and written order of the Board . The Board shall requisition the -14- payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules , regulations , policies , procedures and bylaws adopted by the Board . 6 . 3 Accounts . All funds will be placed in object accounts and the receipt, transfer , or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to I governmental entities . There shall be strict accountability of all funds . All revenues and expenditures shall be reported to the Board . 6 . 4 Menditures Within Approved Annual Budget,. All expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Executive Director in accordance with the I rules , policies and procedures adopted by the Board . A/ I �djHtit�/rit/trib/�riHbt /rit/trik/BriHtd< Notwithstanding the I above, no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar property interests except upon the approval of not less than two-thirds (2/3) of the Board Members . No expenditures in excess of I those budgeted shall be made without the approval of not less than two-thirds (2/3) rit/tHO/siftWO of the Board Members to a I revised and amended budget which may, from time to time, be submitted to the Board . 6 . 5 Audit . The records and accounts of the Agency shall be audited annually by an independent certified public accountant and copies of such audit report shall be filed with the County Auditor , State Controller and each party tri/00/AJ444t no later I than fifteen (15) days after receipt of said audit by the Board . 610 R6izWfl6d16Af/6f/FiAd!/ I 6td�lt/t�dtiri�/tkribi�kal/Ski/triE/l�gEtit7i/ttH�/dti�i/tbalEt�lZl/ I �tdtE!/rit/zrie�z/d�ritit7i/tri/16t�7i/frit/»ri�Ig�tbA/E�t�bti�tt�ttb#/frit/ I �rritEri/tHd/l�griri¢7i/tbribitb6d/�lZz/rit/�l/�rittiriti/bt/��iri/t�iriA�/ttri�i/ I tri6/15Httib�/H,e;tEtri/arid11/BE/�Hiri/tri/��(id/�HttidE/iti/15trilbrittiriti/ I tri/tHb/Eririttils�itiritiS/��trib/1S�i/ridriH/��ltt7il I -15- VII . SECURITIES 7 . 1 Securities . Upon the approval of the Board, 0tib/0t/1d0t0 the I parties. 2£ 01 the Agency. may J�J tlt participate in any I statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484.3 , including the power to establish one or more community facilities districts under the Mello-Roos Community Facilities District Act of 1982 , Government Code Section 53311 , et seq. , or any other applicable legislation. Other than the fees specified herein, no funds of a party shall be utilized I as security or as a source for the payment or redemption of any securities of the Aeencv without the consent of the legislative I body of that party. I Upon the approval of not less than two-thirds (2/3) of I the Board Members . the Aeencv may participate in the I above-mentioned statutory powers for bond financine of the fees I specified herein: provided . however , that the fees collected by I any Party may be excluded as security for or as a source for I such financine if the Board . upon the approval of not less than I two-thirds (2/3) of its Members . so provides . I VIII . LIABILITIES 8 . 1 Liabilities . The debts , liabilities , and obligations of the Agency shall be the debts , liabilities , or obligations of the Agency alone and not of the parties unless I expressly specified herein. 8 . 2 Hold Harmless and Indemnity. Each party hereto agrees to indemnify and hold the I Aeencv and the other parties harmless from any liability for I damages , actual or alleged , to persons or property arising out of or resulting from negligent acts or omissions of the -16- indemnifying party or its employees . Where the Agency. the I Board itself or its Members agents or employees are held liable I for injuries to persons or property, each party' s liability for I contribution or indemnity for such injuries shall be based proportionately upon the fees paid by laid/dddiddshikid I lbtittiBtdii�>28/ (��/>i0�x>btitt�t�/4�>1ttiB>1ti�tir4D of each 0W160t I panty. In the event of liability imposed upon any of the I parties or upon the Board created by this I Agreement , for injury which is caused by the negligent or wrongful act or omission of any of the parties in the I performance of this Agreement , the contribution of the party or I parties not directly responsible for the negligent or wrongful I act or omission shall be limited to One Hundred Dollars ($100. 00) . The party or parties directly responsible for the I negligent or wrongful acts or omissions shall indemnify, defend , and hold the Aeencv and all other parties harmless from I any liability for personal injury or property damage arising out of the performance of this Agreement . I%. ADMISSION AND WITHDRAWAL OF PARTIES 9 . 1 AdmissionAidtfifift of New Parties . I It is recognized that public entities , other than the original parties , may wish to participate in the Agency. I Additional public entities may become parties to the Agency I upon such terms and conditions , including, but not limited to, financial contributions , as provided by the Board and upon the I unanimous consent of the Parties Ett¢x/k#iltitig/��tt7i/ �/Lxd/ I #LgEtttj evidenced by the execution of a written amendment I A$d4liftfi to this Agreement, executed 41tA00 by all of the I parties , including the additional party. i 9 .2 Withdrawal . It is fully anticipated that each party hereto shall I participate in the Agency until the purposes set forth in Section 2 . 2 above are accomplished . The withdrawal of any party, either voluntarily or involuntarily pursuant to Sections I 4. 2 and 4. 3 above, unless otherwise provided by the Board , shall be conditioned as follows : (i) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty (120) days prior to the end of a fiscal year ; (ii) -17- the fee program established by the party pursuant to this I Agreement , shall remain in effect for a period of at least four (4) years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees , including by 1 way of illustration. but not limitation, bonds which have been I issued or authorized for issuance by the Agency, and letters of I credit or other reimbursement obligations owed to financial I institutions which have secured such bonds or other parties 1 advancing funds to the Agency; (iii) said withdrawal shall not I relieve the Earty of its proportionate share of any debts or I other liabilities incurred by the Agency prior to the effective date of the Earty' s withdrawal , nor any liabilities imposed I upon or incurred by the party pursuant to this Agreement prior I to the effective date of the Earty' s withdrawal; and (iv) said I withdrawal shall result in the forfeiture of that Earty' s I rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. X. TERMINATION AND DISPOSITION OF ASSETS 10 . 1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof as provided in this Section 10. 1 or until the I Earties shall have mutually rescinded this Agreement; provided I PtOtidift, however , that the Agency shall I continue to exist for the purposes of : disposing of all claims , payment of debt service with respect to bonds which I have been issued or which have been authorized for issuance and I satisfaction of other covenants contained in the resolution and .1 Sust indenture relating to said bonds , reimbursement owed to I financial institutions which have secured such bonds or other I parties advancing funds to the Agency and satisfaction of other I covenants contained in reimbursement agreements with such I financial institutions . establishment and collection of tolls I and development fees , the maintenance of toll collection I facilities and the facility in accordance with the California I �Sartment oTransportation. distribution of assets and all I other functiof ns necessary to conclude the affairs of the Agency. -18- Termination shall occur upon the written consent of all of the Parties , or ¢K*1I/¢¢¢dt upon the I withdrawal from the Agency of a sufficient number of the Parties to leave less than I eieht tI*0 Parties Agt¢¢IO0 remaining in the I Agency. or upon transfer of title to the corridor to the I California Department of Transportation and full satisfaction I of all outstandine financial obligations of the Agency. ( I However . no such termination shall occur until all I reimbursement oblieations owed to financial institutions I securing bonds have been paid and all other financial and contractual obligations of the Agency have been satisfied .¢t/ I ttd��ttd�I�ti/td¢Illtid�/¢��tt�¢tE�/�dtE�dtlt/t�/tKi�/ I dot/I�/tK�/¢�1ltOW*1Stud/1Ig110W$Otd;h/4!/dot i4d0/At$/ I 10 . 2 Distribution of Property and Funds . In the event of the termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each party I or former party a proportionate share of tEWANA the I contributions made to such properties by such parties , less I previous distributions tbt$tA* , if any, provided however that I said funds also shall be expended to construct major arterial I transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor , to the extent legally possible . In the event of the termination of this Agreement , any funds remaining following the discharge of all obligations shall be disposed of by returning to each party (excluding I withdrawn Parties as provided in Section 9 .2 hereof) a I proportionate share of such funds equal to the percentage of the contribution made by each party, less each Party' s I proportionate share of previous distributions ¢*t¢A¢IW OO , if I any, provided that said funds shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor , to the extent legally possible . -19- %I . MISCELLANEOUS 11 . 1 Amendments . This Agreement may be amended with the approval of not less than three-fourths (3/4) of all vh t]WO parties : provided . I however . that no amendment may be made which would adversely , affect the interests of the owners of bonds . letters of credit I or other financial oblieations of the Aeencv. I 11 . 2 Notice . Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office , registered or certified, postage prepaid, addressed to the Parties , shall be deemed to have been received by the party I to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid . 11 .3 Effective Date . This Agreement shall be effective 0*14t at such time as this Agreement has been executed by any I eieht f1*0 or more of the Parties enumerated }}L-1 the introduction of this Aereement . xdl614 1 11 .4 Arbitration. Any controversy or claim between any two or more Parties or between any such Party or Parties I and the Agency, in respect to the Agency' s operations , or to any claims , disputes , demands , differences , controversies , or misunderstandings arising under , out of , or in relation to this Azreement , shall be submitted I to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitration Association shall apply. The Party desiring to initiate I arbitration shall give notice of its intention to arbitrate to every other Party and the Agency. Such I notice shall designate as "respondents" such other Parties as I the initiating Party intends to have bound by any award made I therein. Any Party not so designated but which desires to join 1 -20- in the arbitration may, within ten (10) days of service upon it of such notice , file a response indicating its intention to join in and to be bound by the results of the arbitration, and further designating any other parties it wishes to name as a I respondent . Within twenty (20) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as "AAA" , shall submit simultaneously to the initiating and to all parties named as I respondents or filing a response therein, an identical list of names and persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each party to the dispute shall have seven (7) days from I the mailing date in which to cross off any names t�/TbKit>2/H�/�f/ I *)10/X )5JOtto l/1ii616Bbt/t,%O/fbd6diMAJIA"00 indicating the order of I his or her preference, and return the list to the AAA. If a Earty does not return the list within such tHb time period I OP041fitd , all persons named therein shall be deemed I acceptable. From among the persons who have been approved on both lists , in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve. If the Earties fail to agree upon one of I the persons named , the acceptable arbitrator is unable to act , or if for any other reason the appointment cannot be made from the submitted list, the AAA shall have the power to make the appointment of the arbitrator from other members of the panel without the submission of any additional list . The arbitrator shall proceed to arbitrate the matter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure . 11 . 5 Partial Invalidity. If any one or more of the terms , provisions , sections , promises , covenants or conditions of this Agreement shall to any extent be adjudged invalid , unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms , provisions , sections , promises , covenants and conditions of this Agreement shall not be effected thereby and shall be valid and enforceable to the fullest extent permitted by law. 11 . 6 Successors . This Agreement shall be binding upon and shall inure to the benefit of the successors of the Earties hereto . I -21- 11 . 7 Assignment . The parties HEtOfO shall not assign any rights or 1 obligations under this Agreement without written consent of all other parties . I 11 . 8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. ATTEST: COUNTY OF ORANGE Clerk of the Board of Supervisors By Chairman Board of Supervisors By Dated APPROVED AS TO FORM: County Counsel ATTEST: CITY OF ANAHEIM City Clerk City of Anaheim By Mayor By Dated APPROVED AS TO FORM: City Attorney _22_ ATTEST: CITY OF IRVINE City Clerk City of Irvine By Mayor By Dated APPROVED AS TO FORM: City Attorney ATTEST: CITY OF MISSION VIEJO City Clerk City of Mission Viejo By Mayor By Dated APPROVED AS TO FORM: City Attorney ATTEST: CITY OF ORANGE City Clerk City of Orange By Mayor By Dated APPROVED AS TO FORM: City Attorney -23- ATTEST: CITY OF SANTA ANA City Clerk City of Santa Ana By Mayor By Dated APPROVED AS TO FORM: City Attorney ATTEST: CITY OF SAN CLEMENTE City Clerk City of San Clemente By Mayor By Dated APPROVED AS TO FORM: City Attorney ATTEST: CITY OF SAN JUAN CAPISTRANO City Clerk City of San Juan Capistrano By Mayor By Dated APPROVED AS TO FORM: City Attorney -24- ATTEST: CITY OF TUSTIN City Clerk City of Tustin By Mayor By Dated APPROVED AS TO FORM: City Attorney ATTEST: CITY OF YORBA LINDA City Clerk City of Yorba Linda By Mayor By Dated APPROVED AS TO FORM: City Attorney -25- MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AND FOOTHILL/EASTERN TRANSPORTATION CORRIDORS Prepared by Environmental Management Agency Transportation/Flood Control Program Office July 1985 (Revised by Transportation Corridor Aeencies I September 1988) Exhibit "A" TABLE OF CONTENTS SECTION TITLE PAGE Executive Summary 1 I Background 4 II Description of Corridor 5 III Corridor Planning 7 IV Estimated Costs 8 V Overall Financing 10 VI Area of Benefit 12 VII Description of Area of Benefit (AOB) 14 VIII Fees 21 IX Deferral of Fees 30 X Criteria for Collection of Fees 30 XI Development Exactions & Credits 31 XII Annual Fee Adjustment 34 XIII City Participation in Fee Program 35 -i- LIST OF EXHIBITS EXHIBIT NO. TITLE PAGE I Area of Benefit Index Map with City Boundaries 36 II Resolution 82-598, Transportation Corridor Development Policy 37-39 III Area of Influence for Corridor Users , San Joaquin Hills Transportation Corridor 40 IV Area of Influence for Corridor Users , Foothill/Eastern Transportation Corridors 41 V Area of Benefit , San Joaquin Hills Transportation Corridor 42 VI Area of Benefit , Foothill/Eastern Transportation Corridors 43 VII Fee Program Share of Total Corridor Cost , SJHTC 44-45 VIII Fee Program Share of Total Corridor Cost , F/ETC 46-47 IX Cost Per Trip End Analysis , SJHTC 48 X Cost Per Trip End Analysis , F/ETC 49 XI Daily Vehicle Trip Generation Rates 50-51 -ii- LIST OF TABLES TABLE NO . TITLE PAGE IV-1 San Joaquin Hills Transportation Corridor Cost 10 IV-2 Foothill/Eastern Transportation Corridor Cost 10 VII-1 San Joaquin Hills AOB by Local Jurisdiction 15 VII-2 Foothill/Eastern AOB by Local Jurisdiction 19 VIII-1 Fee Program Share of Corridor Cost 23 VIII-2 Adjusted AOB Trip Ends 25 VIII-3 Fee Program Share by Land Use Category 26 VIII-4 Area of Benefit Fees 27 -iii- MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS AND FOOTHILL/EASTERN TRANSPORTATION CORRIDORS Executive Summary It can no longer be expected that facilities such as the San Joaquin Hills Transportation Corridor (SJHTC) AND Foothill/Eastern Transportation Corridors (F/ETC) can be fully funded from the traditional revenue sources used to construct southern California existing freeway network. Supplemental funding sources must therefore be developed if these important components of Orange County' s transportation system are to be developed to provide relief to existing congested facilities and support orderly development within cities and unincorporated areas . Development fees represent a potential supplemental funding source/Atld/4$/$$¢M/44*0/160¢4/$tid¢t/ I The development fee program is based upon Government Code Sections 50029 , I 66484. 3 and California Constitution Article II , Section 7 . The concept is furthermore based on the general principle that future development within prescribed benefit areas will benefit from the construction of the transportation facilities and should pay for them in proportion to projected corridor traffic demand attributable to the development . Future development within the benefit areas is expected to account for 48% of the cost of the SJHTC and F/ETC . The remaining cost of the corridors , representing benefits derived by existing development within the benefit areas and corridor users outside the benefit areas , is proposed to be funded through traditional transportation funding sources such as existing federal and state programs. and additional , non-traditional sources . such I as toll resources . No assessment of existing developed I property is proposed . Corridor usage projections for several hundred traffic analysis zones within the County were developed as a tool to assist in defining the proposed benefit areas . Traffic analysis zones with 47 or more of their total trip making utilizing the corridor formed a fairly dense pattern. Identifiable physical features closely approximating the pattern were used to describe the boundaries of the benefit areas . Two fee zones within each Area of Benefit were established based upon direct use of the corridors . Traffic analysis zones with 8% or more of their total trip making utilizing the corridor were defined in the higher fee zone (A) . The remainder of the zones were defined in the lower fee zone (B) . Assessment of fees on a traffic related basis was determined to be equitable . Trip ends were selected as the least common denominator and fees were established by dividing the proportion of corridor cost attributable to each fee zone by the total number of projected daily trip ends within each fee zone . Adjustments were made to trip ends between neighborhood commercial and residential land uses to reflect the relative benefit of neighborhood commercial development to residences . Land uses were combined into three general land use categories (2 residential and 1 non-residential) for the purposes of applying fees to development projects . Presently. as of September 14. 1988, fees for each of the fee I zones within the areas of benefit are : SJHTC Single Family Multi-Unit Non-Residential Residential Residential Zone A $11808 1 . 372/unit $760 799/unit $1/7S 1 . 84/sf . I Zone B $11010 1 , 062/unit $$90 6 20/unit $1/80 1 . 36/sf . I F/ETC Zone A $11Z9S 1 . 360/unit $7$$ 724/unit $1100 1 . 89/sf . I Zone B $ 9Z0 967/unit $$88 563/unit $1108 1 . 10/sf . I Developers who are required to construct portions of the transportation corridors will receive credit for that work toward the payment of their fees by the Transportation Corridor I Avency pursuant to approved plans , specifications and phasine I of the Aeencv. or by avreements with Parties executed prior to I the effective date of this First Amended and Restated I Aereement . The amount of credit neither will be adjusted with I subsequent revisions to the fee program nor will additional I fees based upon such subsequent revisions be required once such I credit 1t is memorialized by agreement . This credit may be I transferred in accordance with the provisions of Section XI to I subsequent owners of the property from which the credits were I venerated . AAOtUt/1AW040t/010V A/0WOAPW At6A/Ot/UVWIt/ I 0A4/0101/txo/001,40/It/tit10/tO/M60/1dA0_ 1 Payment of fees for residential multi-unit rental projects may be deferred for a period of five years from issuance of a building permit . The developer must enter into an agreement to pay the fee in effect at the time payment is due and provide a security in the amount of the fee plus 15%. Properties which are exempt from payment of property taxes will generally be exempt from payment of corridor fees . Governmental owned and constructed facilities and utilities will be exempt unless the facility is used for commercial or revenue generating purposes . -2- • Portions of thirteen tTA01*0 cities are included within the I benefit areas for the SJHTC and F/ETC in addition to vortions I of the unincorporated County of Orange . The County may adopt a I fee program only within the unincorporated areas . Participation by cities , therefore, is an important ingredient to a successful program that does not create inequities to property owners within differing jurisdictions . City and County cooperation is not only required in the adoption of a program and collection of fees , but should extend to decisions regarding expenditure of the funds . Joint I Powers Agencies consisting of City and County members have been I 0311/tO created to plan. design, finance , and construct I 441 ftOtt the Corridors and to determine the order of phasing I of construction of corridor segments when developers are I required to construct corridor improvements in lieu of payment I of fees . All fees collected under this program will be I deposited in accounts specifically for the transportation corridors to accomplish this purpose . -3- • MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS AND FOOTHILL/EASTERN TRANSPORTATION CORRIDORS I . BACKGROUND Government Code Sections 50029 and 66484 . 3A/Q�XXt�tdi�l/ I 2�¢isEt�i1'�i i¢�i/Afli¢X¢/XXl/S¢¢ i��i/7 permit$ the I establishment of local ordinances to require payment 4L I fees as a condition of approval of a final map or as a condition of issuing a building permit for purposes of defraying the actual or estimated cost of constructing bridges over waterways , railways , freeways and canyons , or constructing major thoroughfares in Orange County. I Pursuant to the above provisions of the Government Code , the Board of Supervisors adopted I Section 7-9-316 of the Orange County Codified Ordinances providing for the establishment of major thoroughfare and bridge construction fees to be paid by subdividers and building permit applicants in the County of Orange . On April 21 , 1982 , the Board of Supervisors , by Resolution 82-598 , directed the Environmental Management Agency (EMA) to begin analyzing potential areas of benefits /�r�/��d,�r�¢ / �/ n�/�t��$�/¢�,a��!�/�t� $�/ I St,Ad7 and to proceed with the establishment of a fee I program. The Board , furthermore , determined that developers of subdivisions which contain portions of any transportation corridor , would dedicate right-of-way, grade and construct necessary portions of the corridor and participate in any established corridor fee program. On February 15 , 1983 the Board of Supervisors , by Resolution 83-239 , identified interim areas of impact for the San Joaquin Hills and Foothill/Eastern Transportation Corridors and directed EMA to require subdividers to enter into contracts to participate in corridor implementation pending establishment of a fee program. 0A/$Oftod6160t/Z$1/19W/W/001601ttod/d/f6�� Tt�lti��tEali!XC�ti/¢�ttXal�t/F��/�t�gt�d./t�/i>2�/B��tol/fit/ I S�i�bttbifi�t�lf4�t/t¢f6tt�(X/i�li�ls�l;pX�t��i�$/¢��it�i�ti/Pd�t/ I t¢¢¢dart¢�iol�l�id�ti¢l//)a�ihXX¢/d�6¢titi$¢/�b¢tb/�¢ilb�¢41�d¢��X7i/K¢Xal/ I >ti7i/iM¢/YX � 00"10010A/954/W0166t/XX/Avid PK95*ott¢t/Xl / I z9�a/��/¢�v�e��t/�ls�/r�aea�t/xr►�t�,b$K�at�/�r��/ati_a�$�/��/ I lPt4�$tatrh�' . I -4- On January 30, 1984 the grange County Planning Commission I adopted Resolution No . 45-83 recommending that the Board of Supervisors adopt Major Thoroughfare and Bridge Fee Programs for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Corridor . On October 3 , 1984 the Board of Supervisors , by Resolution No . 84-1462 , adopted Areas of Benefit and Major Thoroughfare and Bridge fees within unincorporated Orange County for the San Joaquin Hills and Foothill/Eastern Transportation Corridors . Subsequent cooperative analyses of the fee program by Orange County, Orange County Transportation Commission, the Building I Industry Association of Southern California. Orange I County Region, and cities within these Areas of Benefit I have lead to the Fee Program defined within this report, and the formation of the San Joaquin I Hills Transportation Corridor Agency and the I Eastern/Foothill Transportation Corridor Agency to I implement such Fee Program and plan, design, finance and I construct such corridors . I The County and various cities within the Area of Benefit I of the San Joaquin Hills and Foothill/Eastern I Transportation Corridors formed two Joint Powers Agencies I known as the San Joaquin Hills Transportation Corridor I Agency and the Foothill/Eastern Transportation Corridor I Agency. Necessary ordinances and resolutions to effect I the Fee Program have been adopted by all parties of the I Agency, and such program is now being fully implemented . I II . DESCRIPTION OF CORRIDOR A TRANSPORTATION CORRIDOR is a high-speed , high volume , access-controlled multimodal facility with a median of sufficient width to be utilized for transit considerations such as fixed rail or high-occupancy vehicles , and facilities necessary for collection of I tolls . The corridors will provide for high speed I movement of vehicular traffic where projected volumes exceed major arterial highway capacities . These routes will function similarlt to freeways and expressways and I should eventually be incorporated into the State Highway I System. They are, I therefore , designed to meet minimum State and Federal standards . In addition to the need for maior transportation I corridors generated by existing development . the I -5- relatively rapid growth and planned future development in Orange County also contributes directly I to such EK¢ need . f0t/ifiKd¢t 395K/¢0tfi4¢tO/ I Three such corridors (Foothill , Eastern and San Joaquin Hills) are included on the Master Plan of Arterial Highways (MPAH) , and are a component of the I Transportation Element of the Orange County General Plan_ and the Transportation Elements of the General Plans of all city Parties within which such corridors have been planned to be located Transportation corridors are depicted on the MPAH map as either conceptually proposed or established alignments . These facilities are part of a planned traffic circulation system necessary to support development of the County in accordance with existing General Plan Land Use Elements of the County and City Parties . XAd¢/,A0¢/ I PXA4¢/ These facilities will also relieve recurrent I congestion on major arterials and freeways in Orange County. mili¢p¢ttAtl utt3¢mt/suotl(X981)1/dvid/tu/ li/JoAdlaivill V11$/TtAA¢t¢tUt1041¢0tti0¢t/$UW(X979)1 1 The SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR is planned as a high-speed , high capacity, access-controlled transportation facility to serve local and regional traffic and transit needs . Its 3 /�K/¢ dKXi¢K¢A I alignment was established in 1979 as part of the MPAH and I Transportation Element of the Orange County General I Plan. That alignment includes the I Corona del Mar Freeway (Route 73) in the Cities of Costa Mesa, Newport Beach and Irvine and extends southeasterly approximately 15 miles to join the San Diego Freeway (I-5) between Avery Parkway and Junipero Serra Road near the City of San Juan Capistrano (see Exhibit I) . It will be designed to comport with t¢ scenic highway standards I and provide approximately six to ten general purpose travel lanes , with a median of sufficient width to accommodate future high-occupancy vehicle (HOV) lanes and special transit facilities , if required in the future . I The central segment of the corridor will carry ¢Ktti¢¢ I the greatest amount of traffic because there are a limited number of alternative OtUt parallel highway I facilities . Traffic volumes on the south end of the corridor are lowest along the route as a result of countywide traffic orientation, which is generally to the north. Access to the corridor will be limited to -6- approximately 12 grade-separate interchanges with arterial highways as well as tUO provisions for future I additional interchanges with arterial highways plus provisions for future additional exclusive interchange ramps for HOV lanes . Additional bridges may be required as the corridors cross substantial canyons and water courses . The EASTERN TRANSPORTATION CORRIDOR is currently shown as a set of alternative preferred ¢ti/A/404t PtA$1 alignmentp I and included in the Transportation Element of the Oranee_ I County General Plan. The preferred alternatives will be I studied further as the environmental review process I continues . The FOOTHILL TRANSPORTATION CORRIDOR is an I established alignment between the Eastern Corridor and a point northerly of Ortega Highway and a conceptual alignment between that point and San Diego Freeway (I-5) . As depicted on Exhibit I , the Eastern Transportation Corridor will intersect the Riverside Freeway (Route 91) between Weir Canyon Road and Gypsum Canyon Road extending southeasterly approximately/ 13 I miles to a point southerly of the Santa Ana Freeway (I-5) in the Cities of Tustin and Irvine . The Foothill Transportation Corridor will originate sit ftg5ld the I Eastern Corridor between Santiago Canyon Road and Irvine Boulevard and extend southeasterly approx. 32 miles to the San Diego Freeway (I-5) below San Clemente in San Diego County. It is anticipated the Eastern corridor will be a landscaped , grade separated scenic corridor which includes approximately six general purpose travel lanes and the Foothill Corridor , a landscaped corridor which includes four to six general purpose travel lanes with medians or other areas wide enough to accommodate HOV/Special Transit requirements if necessary. Access to the corridor will be limited to grade-separated interchanges with arterial highways plus provisions for future exclusive interchange ramps for HOV lanes . IIT . CORRIDOR PLANNING The level of facility planned in this report will support currently adopted land use plans of the County and Cities surrounding the corridors . In the event the Cities and County subsequently amend dli &Ovit their existing General I Plan Land Uses Elements , particularly in areas serving I the Foothill and Eastern Corridors , those facilities may require adiustments in 144t0A00d lanes to accommodate I that growth. It is intended that the fee adopted under this program will be reevaluated if an additional level -7- facility is needed to serve increased I intensities planned in adopted land gsei Elements of I their General Plan. In the event that such intensities I are decreased , and reduction in the level of facility I then is still feasible in view of rights of way then I acouired planning design engineering and construction I then comvleted and financine commitments made such fee I also will be re-evaluated . The majority of the length of corridor alignments fall within relatively undeveloped areas of the County. Exceptions to this are either end of the San Joaquin Hills Transportation Corridor and the central segments of the Foothill/Eastern Transportation Corridors . Each corridor traverses areas of hilly terrain. A majority of the areas traversed by the corridors is zoned Planned Community with tentative tracts ttOt hij in various stages of approval . I An alignment was selected by the Board of Supervisors for the San Joaquin Hills Transportation Corridor on November 28 , 1979 and the northwesterly segment of the Foothill Corridor on May 25 , 1983 . More detailed engineering work is currently underway on the San Joaquin Hills Transportation Corridor to refine the selected alignment and determine right-of-way requirements . Similar detailed engineering is also in progress for the northwesterly segment of the Foothill Transportation Corridor . 1AI6001 Alignment selection studies also are 0¢11 I underway on the Eastern Corridor and 10t the southerly end of the Foothill Corridor between I about Oso Parkway and I-5 . It is proposed that all corridors will eventually be added to the State Highway System. State legislation (AB 86) has been signed into law which redescribes State Route 73 (Corona Del Mar Freeway) to include the San Joaquin Hills Transportation Corridor . Legislation I CSB 2048 and SB 2049) . Chapters 1363 and 1364. I reanectiyely of the Statutes of 1988) also have been I enacted which designates the Eastern and Foothill I Transportation Corridors as State Routes 231 and 241 . I respectively. I IV. ESTIMATED COSTS The construction costainclude I estimates for all corridor grading and general travel lane improvements including bridges , structural section, interchanges , partial landscaping, and arterial highway realignments dictated by the corridor alignments . The -8- cost of grading general High-Occupancy Vehicle (HOV) lanes is included but not the cost of HOV structural section, bridges , median barriers or special access ramps . It is intended that implementation of any transit guideway or HOV facilities , if needed , would be provided from other funding sources . Other costs included for both Corridors includes engineering design, administration, construction inspection and right-of-way acquisition costs . It is proposed that developers will dedicate the majority of right-of-way for the transportation corridors . The cost estimate includes a cost for the portion of the right-of-way which would exceed a standard major arterial highway constructed along the corridor alignment excluding slope easements . The portion of right-of-way equivalent to a major arterial highway is excluded from the estimate to maintain a policy consistent with other arterial highway dedications . The cost of slope easements is excluded because of the wide variations between the natural terrain conditions and final development of adjacent lands , the inability to estimate the easement areas with certainty, and for consistency with existing arterial development policy. Right-of-way required to realign any intersecting arterial highway was also excluded from the cost estimate on the assumption that it will be dedicated in accordance with established development policy. The right-of-way to be included as part of the corridor cost was assumed to have a value of $50, 000/acre. to be adiusted by the Agency in accordance I with the California Construction Cost Index. or other I comparable index selected by the Board . I A. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR (SJHTC) The cost of constructing the SJHTC to the standard of improvement as described in the previous section was I 10 based on the following estimates prepared for the I County during the Phase II SJHTC study work. to be I adiusted by the Agency in accordance with the I California Construction Cost Index. or other I comparable index selected by the Board . ��/ / I -9- TABLE IV-1 SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR COST Construction: $259 , 736 , 000 Engineering & Admin. : 38 ,960 , 000 Contingencies : 25 ,974, 000 Right Of Way (in excess of Major Arterial Hwy. ) : 16 .990. 000 Total (for purposes of Fee Program) : $341 , 660, 000 B. FOOTHILL/EASTERN TRANSPORTATION CORRIDORS (F/ETC) The cost for constructing the Foothill/Eastern Transportation Corridors was estimated from information obtained from the Weir Canyon Park Road Study dated October , 1982 , the Foothill Transportation Corridor Route Location Study dated December , 1982 , and projection of costs from the San Joaquin Hills Transportation Corridor . Unit prices used in the cost estimates are considered to adequately estimate the cost in 1984 dollars . The original estimated costs I to be adiusted by the Agency in accordance with the I California Construction Cost Index. are as follows : I TABLE IV-2 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS COST Foothill Eastern Total Construction: $233,557,000 $143,526,000 $377,083,000 Eng. & Admin. : 35,033,000 21 ,528,500 56,561 ,500 Contingencies: 35,033,000 21 ,528,500 56,561 ,500 Right Of Way (in excess of Major Art. Hwy. ) : 14.151 .000 11 .790.000 25.941 .000 Total (for purposes of Fee Program) : $317,774,000 $198,373,000 $516,147,000 V. OVERALL FINANCING The Board of Supervisors has established a transportation corridor development policy (Exhibit II). also I implemented by the Agency and all of its Parties . which I defines the corridor implementation obligations of land -10- development projects , and as noted in Section I of this report has indicated its general intent to require all new development to bear a portion of the costs of the corridors by payment of development fees (Major Thoroughfare Fee) . Funds from other more traditional sources (e . g . , existing state and federal taxes on motor vehicle fuel) and from other non-traditional sources I (e .g . toll revenues) will be sought for the portion of I the cost not funded by development fees . Txddk/¢Lx¢f/ I UAda0t0,A$x/pt0¢40000/1A*0X*1AtIzx�/ I OdXiPdt i�/T � >64,t Xi4��i/¢� $iWAAd/ 0mtd�il7i/Tt�l�d�d�ti�t ids/¢d ditddid�i/(0¢T0I I xxl�tdbt/zml�,�aXzt�ltmt/��a>F�lxxx/tx�xtaz/t,�x�zr��tl�xxl I tOttiOtt IN000IPWOt/}50/iii¢95tPOtd1Od/i1ii6/Xxb/OLAW I )UP04t/d0 i16/xxo/of/tywfoddtw AI d/ I 4700 ftB/ State Route 73 (Corona Del Mar Freeway) has I been legislatively redescribed to correspond with the route of San Joaquin Hills Transportation Corridor . It/ I t�/itis¢dddd/Xxx /d /d,�/at�l5tdl�tial1¢/i�id�d ,similar I legislation k}as been avproved by the Legislature (SB 2048 1 and SB 2049) and is vending signature by the Governor I �4tXX/¢iXttd�tL ¢X7i/15¢/ttittddtd¢¢d to place the I Foothill/Eastern Corridors in the §.tate Highway 5.ystem. I The San Joaquin Hills Transportation Corridor also has I been designated as the "first phase" of a federal pilot I proiect authorized by HR2 . Surface Transportation Act of 1 1986 , thereby making it eligible for a maximum of 35% I federal funding, if approved by the California I Transportation Commission in its State Transportation I Improvement Program (STIP) . I This Major Thoroughfare & Bridge Fee Program focuses only on the portion of the corridor implementation costs which may be attributable to new growth and for which development fees are proposed . The statutes identified in Section I of this report which authorize the collection of development fees specify that an Area of Benefit (AOB) shall be established which I encompasses real property, which will benefit from construction of the major thoroughfares and bridges . The method of determining the AOB and the share of total corridor costs proposed to be paid by new development in the form of fees is explained in Sections VI and VIII of this report . -11- The orieinally estimated corridor costs. subject to I adjustment as previously stated , and the portions I allocated to new development through the I Major Thoroughfare and Bridge (MT&B) fee program are : New Development Approximate Total Cost Share of Cost "/ San Joaquin Hills : $341 , 660 , 000 $165 , 500 , 104 48 . 47 Foothill/Eastern: $516 , 147 , 000 $250 ,228 , 066 48 . 57 In accordance with current Aeencv policy, I new developments within the path of the transportation corridors will be conditioned to dedicate right-of-way and grade the corridor within the boundaries of the development , construct arterial overcrossings for internal arterial highways and construct corridor travel lanes and interchange ramps required immediately for access to the development or for closure of short gaps in the transportation system. The estimated cost of these improvements including the estimated value of R/W dedication in excess of that required for a standard major arterial highway (excluding slope easements) will be considered as a credit against the required MT&B fees to the extent that these costs are included in the fee program. VI . AREA OF BENEFIT In order to establish an MT&B fee program, an Area of $enefit I (AOB) must be identified within which fees may be required upon issuance of building permits or recordation of final maps to defray the cost of the major thoroughfares and bridges . Construction of the transportation corridors will provide key facilities to ensure that the County' s transportation system is in balance with both existing and future land uses . The benefits , therefore , accrue not only to those properties which generate a high demand for use of the corridor but those which will benefit from less congestion and delay on the arterial highway and freeway system serving the property. Implementation of a balanced transportation system, including the corridors , will , furthermore , benefit undeveloped properties by allowing approval of land use to the level in County and City General Plans . -12- It is clear that both existing developed properties and undeveloped properties will benefit from construction of the transportation corridors . Development fees are proposed to finance a portion of the corridors proportional to the traffic demands , measured in trip ends , created by new growth. The portion of cost based upon existing trip ends represents the benefit to developed properties . Revenue for the cost allocated to existing development will be provided from public funding sources identified in Section V, "Overall Financing, " of this report and , therefore, will not be assessed to individual properties . The methodology used to determine the AOB consisted of determining the influence the corridor had on trips made within the County. The analysis was cy4ducted with a system of computer programs known as UTPS— (Urban Transportation Planning Systems) . The computer programs were tailored for specific Orange County application and are commonly known as the SOCCS2/ travel demand model . The model subdivides Orange County and portions of adjacent Los Angeles County into more than 500 traffic analysis zones (TAZ) . The model estimates the number of person trips each TAZ generates based on socioeconomic variables such as population, employment , income and number of housing units . These trips are then distributed from each zone to all other zones by a well-established procedure . The model then determines how many of these person trips will travel by auto, and finally assigns these auto trips onto a highway network. The socioeconomic data used in the AOB analysis is from the San Joaquin Hills Transportation Corridor Study and the Foothill Transportation Corridor Study. Using the trip-making dgt/a described above , a select link analysis (program UROAD ) was performed to determine the number of corridor related trip ends which originate in, or are 1/ UTPS is a battery of sophisticated computer programs developed and sponsored by the Federal Urban Mass Transportation Agency (UMTA) for forecasting travel demand . 2/ South Orange County Circulation Study (SOCCS) travel demand forecasting model developed by EMA/Transportation Planning Division. 3/ UROAD is one of the computer programs in UTPS . It is a comprehensive flexible highway assignment and analysis program. -13- destined for , each traffic analysis zone (TAZ) . These corridor TAZ trip ends were used in conjunction with the total TAZ trip ends (arterial highways plus corridor) to compute the percentage of trip ends by TAZ which use the corridor . The resulting percentages were posted on TAZ maps in 2% increments (Exhibits III and IV) . The influence area for each of the corridors is quite pronounced at the 4% and greater trip use level as shown on the exhibits . The pattern of corridor usage becomes erratic below the 4% level . The determination of the AOB for each of the transportation corridors was based primarily on the above corridor influence areas . However , the following additional criteria were used to supplement the percent of corridor use data to analyze relative benefits : 1 . Corridor trip ends exceed 1 . 75 trip ends per gross acre of the TAZ . 2 . Total corridor trip ends per TAZ exceed 2 , 000 . 3 . Trip end growth within each TAZ exceeds 45%. 4. Perceived direct and indirect benefits to the transportation system. Identifiable physical and planned features closely approximating the pattern of corridor usage were used to describe the boundaries of the benefit areas . Within each Area of Benefit , some lands were judged to I receive more benefit than others from the construction of the corridors . Developments which create relatively high demands for use of the corridors were placed in a different fee zone within the Area of Benefit than other I developments with less direct use . The boundaries between the fee zones were determined utilizing the TAZ data on Exhibits III and IV. Traffic analysis zones where the percentage of corridor trip ends equals or exceeds 8% were defined as Zone A. Traffic analysis zones with less than 8% use were defined as Zone B . Zone A and B are depicted on Exhibit I . VII . DESCRIPTION OF AREA OF BENEFIT (AOB) The AOB ' s for the San Joaquin Hills and the combined Foothill/Eastern Corridors include both incorporated and unincorporated territory and generally encompass the southeasterly half of Orange County as illustrated on -14- Exhibit I . A. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR A more detailed map of the San Joaquin Hills Transportation Corridor AOB is shown on Exhibit V. This AOB contains approximately 122 square miles . All or portions of the following cities are within this AOB : TABLE VII-1 SAN JOAQUIN HILLS AOB BY LOCAL JURISDICTION City Area Included in AOB Costa Mesa 3 . 2 sq. miles Irvine 22 . 2 Laguna Beach 5 . 6 Mission Viejo (included in the I "Unincorporated I Territory" area) I Newport Beach 8 . 3 San Clemente 3 . 8 San Juan Capistrano 8 . 2 Santa Ana 2 . 8 City Subtotal 54. 1 Unincorporated Territory 68. 3 (includine the I area within the I newly incorporated I City of Mission I Vieio) I Total 122 . 4 sq . miles The AOB is bounded by the Pacific Ocean: beginning at the easterly boundary of the City of Newport Beach at the Pacific Ocean; thence along said external boundary defined by annexation nos . 843 , 64, 897 , 84, and 585 to its intersection with an extension of Fifth Avenue ; thence northwesterly along said extension to Fifth Avenue ; thence northwesterly along the centerline of said Fifth Avenue to Coast Highway; thence northwesterly along the centerline of said Coast Highway to the crossing of the Upper Newport Bay; thence along a line northerly through said Upper Newport Bay to the point where the Santa Ana-Delhi Channel (Facility FO1) enters said Upper Newport Bay; thence along the centerline of Santa Ana-Delhi Channel from Upper Newport Bay to University Drive; thence -15- westerly along the centerline of said University Drive to Santa Ana Avenue ; thence northerly along the centerline of said Santa Ana Avenue to Corona Del Mar Freeway (State Route 73) ; thence northwesterly along the centerline of said Corona Del Mar Freeway to the San Diego Freeway (Interstate Route 405) ; thence westerly along the centerline of said San Diego Freeway to Harbor Blvd . ; thence northerly along the centerline of said Harbor Blvd . to MacArthur Blvd . ; thence easterly along the centerline of said MacArthur Blvd . to Main Street ; thence northerly along the centerline of said Main Street to Dyer Road ; thence easterly along the centerline of said Dyer Road to Grand Avenue ; thence northerly along the centerline of said Grand Avenue to Edinger Avenue ; thence easterly along the centerline of said Edinger Avenue to the Newport-Costa Mesa Freeway (State Route 55) ; thence southeasterly along the centerline of said Newport-Costa Mesa Freeway to Warner Avenue ; thence southeasterly along the centerline of said Warner Avenue to Red Hill Avenue ; thence southwesterly along the centerline of said Red Hill Avenue to Alton Avenue; thence northwesterly along the centerline of said Alton Avenue to Newport-Costa Mesa Freeway; thence southwesterly along the centerline of said Newport-Costa Mesa Freeway to the San Diego Freeway (Interstate 405) ; thence southeasterly along the centerline of said Interstate 405 to Interstate 5 ; thence southerly along the centerline of said Interstate 5 to its intersection with the prolongation of the southerly boundary of Rancho Mission Viejo (approximately at Via Escolar) ; thence southeasterly along the Rancho Mission Viejo boundary line as described by Record of Survey 9/15-18 to the easterly corner of Tract No . 6381 ; thence westerly along the southerly line of said Tract No . 6381 to the easterly boundary at Parcel Map No. 80-851 ; thence southerly along said easterly boundary of Parcel Map No . 80-851 to Rancho Viejo Road ; thence southerly along the centerline of said Rancho Viejo Road to Ortega Highway; thence easterly along the centerline of said Ortega Highway to La Novia Avenue ; thence southerly along the centerline of said La Novia Avenue and its proposed extension to Tentative Tract No. 11648 ; thence southerly along the easterly boundary of said Tentative Tract No . 11648 to the boundary of Tentative Tract No . 11832 ; thence southerly along the easterly boundary of said Tentative Tract No . 11832 to the northerly boundary of Tract No . 8087 ; thence easterly -16- and southerly along the boundary of said Tract No. 8087 to the boundary of Tract No . 9784 ; thence easterly along the northerly boundary of said Tract No . 9784 and the prolongation of said boundary to the boundary of the City of San Juan Capistrano; thence southeasterly along said city external boundary defined by Incorporation boundaries of April 19 , 1961 and annexation nos . 105 and 24 and deannexation per City resolution 62-11-12-2 to Interstate 5 ; thence southerly along the centerline of said Interstate 5 to its intersection with the Orange/San Diego County line ; and thence southerly along said County line to the Pacific Ocean. Zone A Zone A is bounded on the south by the Pacific Ocean and is described as follows : Beginning at the intersection of the total Area of penefit westerly I boundary with the Pacific Ocean; thence along said total Area of $enefit boundary to Marguerite Avenue; I thence northerly along the centerline of said Marguerite Avenue to San Joaquin Hills Road ; thence easterly along the centerline of said San Joaquin Hills Road to Spyglass Hill Road; thence northerly along the centerline of said Spyglass Hill Road to San Miguel Drive ; thence northerly along the centerline of said San Miguel Drive to Ford Road ; thence northeasterly along the centerline of said Ford Road and its proposed northeasterly extension as shown on the Orange County Master Plan of Arterial Highways dated August 8 , 1984, to Bonita Canyon Road ; thence easterly along the centerline of said Bonita Canyon Road to the proposed southerly extension of Sand Canyon Avenue as shown on said Master Plan of Arterial Highways ; thence easterly along the centerline of the proposed extension of Sand Canyon Avenue to the westerly extension of Bake Parkway as shown on said Master Plan of Arterial Highways ; thence easterly along the centerline of the proposed extension of said Bake Parkway to Laguna Canyon Road ; thence southerly along the centerline of said Laguna Canyon Road to the proposed westerly extension of Santa Maria Avenue as shown on said Master Plan of Arterial Highways ; thence easterly along the centerline of the proposed extension of Santa Maria Avenue and Santa Maria Avenue to Moulton Parkway; thence southerly along the centerline of said Moulton Parkway; thence southerly -17- along the centerline of said Moulton Parkway to E1 Toro Road , thence northeasterly along the centerline of said E1 Toro Road to Paseo de Valencia; thence southeasterly along the centerline of said E1 Toro Road to Paseo de Valencia; thence southeasterly along the centerline of said Paseo de Valencia and its easterly prolongation to intersect Interstate 5 which is also the easterly boundary of the total Area of I Benefit ; thence southerly along said easterly boundary I of the total Area of Benefit boundary to where it I again intersects Interstate 5 in the vicinity of Camino Las Ramblas ; thence northerly along the centerline of said Interstate 5 to San Juan Creek Road ; thence westerly along the centerline of said San Juan Creek Road to Camino Capistrano; thence northerly along the centerline of said Camino Capistrano to Del Obispo Street ; thence westerly along the centerline of said Del Obispo Street to Alipaz Street ; thence southerly along the centerline of said Alipaz Street to Camino Del Avion; thence westerly along the centerline of said Camino Del Avion and its proposed westerly prolongation as shown on said Master Plan of Arterial Highways , to Crown Valley Parkway; thence southerly along the centerline of said Crown Valley Parkway to Monarch Bay Drive; thence southwesterly along Monarch Bay Drive and its southwesterly prolongation to the Pacific Ocean. Zone B Zone B is described by the total San Joaquin Hills Area of Benefit excluding Zone A as described above . I B . FOOTHILL/EASTERN TRANSPORTATION CORRIDORS A single Area of Benefit was selected for the combined I Foothill and Eastern Transportation Corridors because of corridor usage patterns . A more detailed map of the Foothill/Eastern Corridors AOB is shown on Exhibit VI . This AOB contains approximately 291 square miles . All or portions of the following cities are included in this AOB: -18- TABLE VII-2 FOOTHILL/EASTERN AOB BY LOCAL JURISDICTION City Area Included in AOB Anaheim 14. 1 sq. miles Irvine 18 . 9 Mission Viejo (included within I the "Unincorporated I Territory" area) I Orange 10 . 6 San Clemente 13 . 5 San Juan Capistrano 5 . 0 Santa Ana 2 . 8 Tustin 11 . 1 Villa Park 2 . 1 Yorba Linda 17 . 7 City Subtotal 95 . 8 Unincorporated Territory 194.7 ( includine the I area within the I newly incorporated I City of Mission I Vi I Total 290 . 5 sq . miles The AOB is bounded generally by the northerly boundary of the San Joaquin Hills Transportation Corridor AOB from the San Diego County Line to the intersection of the San Diego Freeway (State Route 405) and the Newport-Costa Mesa Freeway (State Route 55) ; thence northeasterly along the centerline of State Route 55 to Alton Avenue; thence southeasterly along the centerline of said Alton Avenue to Red Hill Avenue; thence northeasterly along the centerline of said Red Hill Avenue to Warner Avenue ; thence northeasterly along the centerline of said Warner Avenue to State Route 55 ; thence northeasterly along the centerline of said State Route 55 to Edinger Avenue ; thence westerly along the centerline of said Edinger Avenue to Grand Avenue ; thence northerly along the centerline of said Grand Avenue to Seventeenth Street ; thence easterly along the centerline of said Seventeenth Street to State Route 55 ; thence northerly along the centerline of said State Route 55 to the Riverside Freeway (State Route 91) ; thence northwesterly along the centerline of said State Route 91 to Tustin Avenue ; thence northerly along the centerline of said Tustin Avenue -19- to Jefferson Street; thence northerly along said Jefferson Street to the southerly city limits of Placentia; thence along the external boundary of said city limits defined by annexation nos . 69-1 , 76-1 , 71-01 , 65-4, 63-3 , 6401 , 65-7 , 63-4, 63-2 , 64-4, and 72-2 to its intersection with Imperial Highway; Placentia to Imperial Highway; thence southwesterly along the centerline of said Imperial Highway to Valley View Avenue ; thence northerly along the centerline of said Valley View Avenue and its prolongation to the southerly boundary of Chino Hills State Park; thence easterly along the southerly boundary of Chino Hills State Park to its intersection with the Orange/San Bernardino County line; thence southeasterly along the Orange County line to the boundary of the San Joaquin Hills Transportation Corridor Area of penefit . I ZONE Zone A begins at the Orange/San Bernardino County line where said County Line intersects the centerline of the proposed extension of La Palm Avenue as shown on the Orange County Master Plan of Arterial Highways dated August 8 , 1984; thence westerly along the centerline of said proposed La Palma Avenue to the proposed extension of Gypsum Canyon Road as shown in said Master Plan of Arterial Highways ; thence southerly along the centerline of said proposed Gypsum Canyon Road to the Riverside Freeway (State Route 91) ; thence westerly along the centerline of said State route 91 to the northwesterly prolongation of the easterly boundary of the Wallace Ranch as shown in Orange County Record of Survey 2-5 ; thence southeasterly along said prolongation of the easterly boundary of the Wallace Ranch and continuing southeasterly along said easterly boundary to the northeasterly corner of the Oak Hills Ranch as shown in said Record of Survey 2-5 ; thence southeasterly along the easterly boundary of said Oak Hills Ranch as shown in said Record of Survey 2-5 and continuing southwesterly along the southerly boundary of said Oak Hills Ranch as shown in said Record of Survey 2-5 to the proposed southerly extension of Weir Canyon Road as shown on said Master Plan of Arterial Highways ; thence southerly along said Weir Canyon Road to the I north boundary of Tentative Tract No. 13627 in the I City of Tustin: thence southerly alone the centerline I of Jamboree Road within Tentative Tract No. 13627 to I -20- Tustin Ranch Road : thence southerly alone the { centerline of Tustin Ranch Road within Tentative Tract I No . 12870 to Irvine Boulevard , thence easterly along I the centerline of said Irvine Boulevard to Sand Canyon Avenue ; thence southerly along the centerline of said Sand Canyon Avenue to the proposed realignment of Trabuco Road as shown on said Master Plan of Arterial Highways ; thence easterly along the centerline of said proposed realignment of said Trabuco Road to the proposed northerly extension of Muirlands Boulevard; thence along said Muirlands Boulevard to the centerline of Alton Avenue, thence northerly along the centerline of said Alton Avenue to Jeronimo Road ; thence easterly along the centerline of said Jeronimo Road to Bake Parkway; thence northerly along the centerline of said Bake Parkway to Trabuco Road ; thence easterly along the centerline of said Trabuco Road to Imvressa Street thence I northerly along the centerline of said Impressa Street I to Santa Margarita Parkway 11W OW I PjUY***; thence easterly along the centerline of said I Santa Marearita Parkway jP0tt01A1)W *At to the I proposed Antonio Parkway as shown on said Master Plan of Arterial Highways ; thence southerly along the centerline of said Antonio Parkway to Ortega Highway; thence southwesterly along the centerline of said Ortega Highway to the proposed easterly extension of Avery Parkway as shown on said Master Plan of Arterial Highways ; thence westerly along the centerline of said proposed extension and Avery Parkway to the Santa Ana Freeway where it intersects the common boundary between the Foothill/Eastern and the San Joaquin Hills AOBs ; thence southeasterly along said common AOB boundary to the Orange/San Diego County line ; thence northerly along the Orange County line to where it intersects the centerline of the proposed La Palma Avenue as shown on said Master Plan of Arterial Highways . ZONE B Zone B is described by the total Foothill/Eastern _Area I of $enefit excluding Zone A as described above . I VIII . FEES In order to establish a corridor fee, it is necessary to determine who is to pay the fee , the facility cost to be supported by fees and a basis or unit of measure for the fees . As has been previously stated , it is proposed that fees be paid by future development within the defined -21- areas of Benefit in reasonable proportion to the benefit I derived . The corridor facilities will , of course , also benefit existing development within the areas of I Benefit . The share of corridor cost attributable to I benefits derived by existing development is proposed to be funded from other sources . A. Determination of Fee Program' s Share of Corridor Cost The first step in calculating the fee program share of the corridor cost was to determine the percentage of corridor user trip ends that originate or end within the area of Benefit which are attributable to new I growth. Trip information derived from the SOCCS travel demand model was used for this analysis . This percentage was established as the developers share and multiplied by the total corridor cost to determine the fee program share of costs as shown in Table VIII-1 . The fee program share of corridor cost was then separated into amounts representing direct and indirect benefits to the benefit zones (A & B Zones) based upon peak hour and non-peak hour travel characteristics . Approximately sixty-one percent4l (617) of corridor trips are expected to occur during non-peak travel hours , thus representing a measure of£ the direct benefit 4;om the corridors . Approximately thirty-nine percent- of corridor trips are expected to occur during peak hours of travel , thus representing lessened congestion on the remaining transportation system. This system relief is defined as indirect benefit . The direct and indirect factors were used to identify the relative benefits between the A and B zones . The portion of fee program share representing direct benefit was divided between the A and B zones based upon the percentage of corridor user trips due to growth within each zone . The portion of developers share representing indirect benefit was distributed between the A and B zones based upon the percentage of total trip ends on the transportation system within each zone . The fees for the A and B Zones , therefore, include a measure of both direct and indirect benefits 4/ Caltrans , LARTS 1976 Urban Rural Survey. -22- received by each zone . Exhibits VII and VIII show the method in which these calculations were made . The fee program share of the original estimate of I Corridor Cost shown below represents an estimate of the share attributable to new development . It is expected that this share may change as future revisions are made to the fees . TABLE VIII-1 FEE PROGRAM SHARE OF CORRIDOR COST Total Corridor Developers Costs ($) Share (%) Share ($) SJHTC Zone A 28 . 6% $ 97 ,856 ,775 Zone B 19 . 8% $ 67 , 643 ,330 Total $341 , 660, 000 48 . 4"/ $165 , 500, 105 F/ETC Zone A 25 . 8% $133 , 096 , 099 Zone B 22 . 7% $117 . 131 .975 Total $516 , 147 , 000 48 . 5% $250 , 228, 066 B . Determination of Base Fee The cost attributable to future development must be reduced to a fee so that it may be apportioned in an equitable manner to specific types of development . Allocation of the cost on the basis of trip end generation by general land use category is proposed , where : cost apportioned to future development in the AOB zone cost/trip end trip end growth in the AOB zone -23- SJHTC F/ETC Zone A $97 . 856 . 774 $133 , 096 . 091 $74/TE _ $80/TE 1 , 321 , 160 1 , 665 , 922 Zone B $67 . 643 . 330 $117 ,131 . 975 1 ,462 , 093 = $46/TE 2 , 730,730 - $43/TE The data used in computing the average cost per trip end are summarized in Exhibit IX and X. The trip end generation factors used in the calculation were derived from the EMA Trip Generation Rates , shown in Exhibit XI . The projected growth in dwelling units was taken from the respective San Joaquin Hills and Foothill Transportation Corridor studies . Projected growth in industrial/c2�mercial floor space was generated from MMTS II employment projections . C . FEE DISTRIBUTION Various land uses within the area of benefit have been grouped into three major categories for the purposes of distributing fees to individual developments . The three general categories used include residential single-family dwelling units , residential multi-unit dwellings , and non-residential land uses . The trip ends calculated for the non-residential land use category were a summation of more specific non-residential categories such as manufacturing, retail regional , neighborhood/community commercial, and office uses . The trip generation rates used to calculate the trip ends for each of these more specific non-residential land uses were averages of rates shown in Exhibit XI . Prior to the summation of the trip ends from each of the more specific non-residential land uses , an adjustment was made to the projected trip ends for neighborhood/community commercial land uses . This adjustment was an attempt to reflect the benefits to residential land uses 5-/ Employment projections adopted by the Orange County I Transportation Commission. -24- which accrue from construction of neighborhood/community commercial development . Neighborhood/community commercial primarily benefits local residents by providing an opportunity to shop close to home . Many of the trip ends typically assigned to local retail uses are accounted for by these short trips arriving from and returning to residences . These residential-related trip ends actually provide savings in travel costs due to the short nature of the trip. Additionally, neighborhood/community commercial development tends to reduce energy consumption and traffic impacts . Residential land uses receive sufficient benefit from construction of neighborhood/community commercial development to distribute a portion of the trip ends attributable to neighborhood/community commercial development to residential land uses . For this reason, 60% of the trip ends attributable to neighborhood/community commercial development were reassigned to single family residential and multi-unit residential land uses as a measure of this increased benefit . The reassigned trip ends were split between single family and multi-unit residential land uses based upon their respective trip ends due to growth. The adjusted trip ends are as follows : TABLE VIII-2 ADJUSTED AOB TRIP ENDS Land Use Category Zone A Zone B Generated Adjusted Generated Adjusted Trip Ends Trip Ends Trio Ends Trip Ends SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Single Family Residential Units 379,452 557,635 139,368 254,936 Multi-Unit Residential Unit 193,956 285,053 240,723 440,312 Neighborhood/Community Commercial 448,800 179,520 525,262 210,105 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS Single Family Residential 666,024 897,960 643,812 1 , 143,880 Multi-Unit Residential Units 160,377 216,238 248,906 442,221 Neighborhood/Community Commercial 479,662 191 ,865 1 , 155,638 462,255 -25- Once this adjustment was made , the fee program share of the total corridor cost for each of the three generalized land use categories was determined . The single-family residential and multi-unit residential share of the corridor cost was calculated first by multiplying the adjusted trip ends shown above by the appropriate cost per trip end as developed in Exhibits IX and X. The non-residential share of the corridor cost was calculated by using the difference between the total fee program share and the total residential share of the corridor cost . The fee program share of corridor cost by generalized categories is : TABLE VIII-3 FEE PROGRAM SHARE BY LAND USE CATEGORY Single Family Multi-Unit Total Residential Residential Non-Residential Developer' s Share SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Zone A $41 ,264,990 $21 ,093,922 $35,497,862 $ 97,856,774 Zone B $11 ,727,056 $20,254,352 $35,561 ,922 $ 67,543,330 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS Zone A $71 ,836,800 $17,299,040 $43,960,251 $133,096,091 Zone B $49, 186,840 $19,015,503 $48,929,632 $117,131 ,975 Once the fee program share of corridor cost by the three generalized land use categories was determined , a fee for each of these categories was determined by dividing each share by the appropriate number of residential units or areas of buildings , shown in Exhibits IX and X. Following is the final fee calculation for each of the three general land use categories for both A and B fee zones . -26- TABLE VIII-4 AREA OF BENEFIT FEES ri in 1 Qriginill I Fee Original Rounded Current I Land Use Calculation Fee Fee Fee I SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Zon-e A Single-family $41 ,264,990 + 31 ,621 units $1 ,305/unit $1 ,305/unit $1372/unitl Y`lEldEdffitl I Multi-unit $21 ,093,922 + 27,708 units $761/unit $760/unit $799/unit I PEWd0041 I Non-residential $35,497,862 + 20,021 , 185 sf $1 .77/sf $1 .75/sf $1 .84/sf i Zoe Single family $11 ,727,056 + 11 ,614 units $1 ,010/unit $1 ,010/unit $1062/unit) ew dld#Itl I Multi-unit $20,254,352 + 34,389 units $589/unit $590/unit $620/unij I Y40400flill I Non-residential $35,661 ,922 + 27,700,559 sf $1 .29/sf $1 .30/sf $1 .36/sf I Fee Original Rounded Current I nd Use Calculation Feg Fie Fgg I FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Zone A Single-family $71 ,836,800 + 55,502 units $1 ,294/unit $1 ,295/unit $1360/unit I Pd�ldf�ifl�l I Multi-unit $17,299,040 + 22,911 units $755/unit $755/unit $724/unit I �'Esldddfl�(7 I Non-residential $43,960,251 + 24,231 ,767 sf $1 .81 /sf $1 .80/sf 1 . / f I Zone B Single-family $49, 186,840 + 53,651 units $917/unit $920/unit 7/ nit I �@Slddrifi'i<7 I Multi-unit $19,015,503 + 35,558 units $535/unit $535/unit $563/unit I YdSldEdflAl I Non-residential $48,929,632 + 46,616,669 fees $1 .05/sf $1 .05/sf 1 . 10/ f I -27- D. APPLICATION OF FEES When development fees are collected at the time of building permit issuance, the number of residential units or area of non-residential buildings will be known. The fees for each development will simply be calculated by multiplying the number of residential units or gross floor area of non-residential buildings times the appropriate land use category and the fee zone . Gross floor area shall be defined as total floor area including each floor of multiple story buildings within the outer footprint of the building as described on the building permit . Adjustments will not be made to traffic generation rates to reflect anomalies due to project design or other conditions . All land uses will be determined to be within the most appropriate of the three general land use categories . In the event an existing non-residential building is proposed to be expanded , the fee will be determined by the net increase of building area. If a non-residential building is converted to another non-residential use with no net increase in building area, no fees shall be required . Parking structures shall also be exempt from payment of fees since they do not generate a vehicular attraction in and of themselves . The following categories which receive exemptions from payment of property taxes will also be generally exempt from paying transportation corridor fees : (1) Church; (2) Religious ; (3) College ; (4) Welfare ; (5) Wholly Exempt ; (6) Other . The final determination of whether a property is exempt will be based upon verification of a property tax exemption for those specified categories on the latest Assessors roll as defined for Orange County by the State of California. Government-owned facilities or utilities shall be exempt from payment of fees to the extent that the facilities will not be used for generating revenue or commercial purposes . Examples of exempt public uses are city halls , park buildings , and other public buildings . Privately owned utilities will not be exempt from payment of corridor fees . Notwithstanding property tax exemptions , governmental-owned or constructed facilities (including but not limited to counties , cities and -28- • redevelopment agencies) which will generate revenue or be leased for commercial purposes shall pay fees in accordance with the established fee schedules . Examples of this include the revenue generating portions of airports , train stations , stadiums , sports arenas , convention centers , bus terminals , hotels , or concessions on public lands . In the event construction of these facilities is an expansion of an existing use , the fee shall be determined based upon the net increase of building area. All disputes over application of fees to specific projects or disputes over exemptions of projects from fee requirements shall be presented to the Joint Powers Agency described in Section XIII of this report for resolution. Examples of fee calculations : 1 . The fee for a development consisting of 100 single-family detached units , 300 condo units and 25 , 000 s .f . of office and Neighborhood Shopping Center uses calculated upon original rates . I would be : San Joaquin Hills AOB (Zone A) : (100 D.U. x $1305/D.U. ) _ $ 130 , 500 (300 D.U. x $760/D.U. ) _ $ 228,000 (25 , 000 S .F. x $1 . 75 S .F. ) _ $ 43 . 750 Total fee for development if located in Zone A of SJHTC AOB = $ 402. 250 Foothill/Eastern AOB (Zone B) : (100 D.U. x 920/D.U. ) _ $ 92 , 000 (300 D.U. x $535/D.U. ) _ $ 160 , 500 (25 , 000 S .F. x $1 . 05/S .F. ) _ $ 26 ,250 Total fee for development if located in Zone B of Foothill/ Eastern AOB = $ 278. 750 2 . Total fee for reconstruction of a 10 , 000 s . f . office building to a 15 , 000 s .f . Neighborhood Shopping Center would be calculated as follows : -29- t ' San Joaquin Hills AOB (Zone B) : (5 , 000 s .f . x $1 . 30/s .f . ) _ $ 6 ,500 Total fee for development if located in Zone A of SJHTC AOB = $ 6.500 Foothill/Eastern AOB (Zone A) : (5 , 000 s .f . x $1 . 80/s .f . ) _ $ 91000 Total fee for development if located in Zone A of Foothill/ Eastern AOB = $ 9 . 000 IX. DEFERRAL OF FEES Fees may be deferred by the Parties for residential I multi-unit rental projects or projects which include State or Federal requirements to provide units affordable to families with incomes less than 80% of the median income (Section VIII housing) . The deferral may be for a period of five years from the issuance of building permits or the period of the State/Federal funding requirements beginning upon issuance of the first building permit . The fees to be paid shall be those in effect at the time of payment and shall be secured by an agreement and renewable letter of credit held by an escrow company, or cash or time certificate of deposit in the amount of fees plus 15 percent in anticipation of inflationary increases . X. CRITERIA FOR COLLECTION OF FEES The enabling ordinance provides for collection of fees as a condition of final map approval or issuance of building permits . Fees shall be collected prior to issuance of all building permits for new residential structures and commercial/industrial structures which establish new and enlarged floor space . Fees will not be required for remodeling or reconstructing existing structures to the same number of residential dwelling units or equal commercial building area. Fees will not be required for construction of retaining walls , patio covers , swimming pools or other non inhabitable residential structures . -30- XI . DEVELOPMENT EXACTIONS & CREDITS Development projects containing portions of transportation corridors within their boundaries shall be required by condition of approval of IJ& cities or county I Parties to accomplish the following: I 1 . Dedicate right-of-way in accordance with schematic plans approved by the applicable JOIAtIfft¢t$ Agency. I 2 . Grade corridor right-of-way in accordance with schematic plans approved by the applicable JO W/ I ?Oi#Ot$ Agency and shown on the Tentative Tract Map and I rough grading plans . 3 . Construct arterial overcrossings for internal arterials as determined by the applicable Aeencv. I Width of overcrossing structure (i . e . , number of travel lanes) is to be determined based upon vehicular and pedestrian traffic generated by the proposed project . 4. Construct corridor travel lanes and interchange ramps required immediately for access to proposed development or system continuity (closure or short gaps) in accordance with the corridor construction I phasing plan adopted by the applicable Aeencv, or as I otherwise approved by the applicable Aeencv. Number I of lanes required is to be based upon traffic generated by proposed project . 5 . Participate, among other designated beneficiaries , in the San Joaquin Hills or Foothill/Eastern Transportation Corridor fee program. Subdivision in which right-of-way, grading and improvements are required for the transportation corridors will be eligible for credit toward payment of the MT&B fees to the extent that the costs were Atd I included in development of the fee program. Except when I otherwise provided by an agreement entered into by a I Party prior to the effective date of this First Amended I and Restated Agreement , whenever subdivision$ approvals I are conditionIdO ients to grade or improve I portions of transportation corridors or dedicate right-of-way in excess of Major Arterial Highway Standards , and these costs exceed fees that would I otherwise be due , the developer shall enter into an I agreement with the applicable Agency and county or I applicable city prior to I -31- recordation of final tract or parcel maps to identify the difference in the dollar amount between the estimated costs of the grading, improvements , and/or right-of-way, and the calculated fees . Such agreements will establish the amount of reimbursement for which the developer I O$]601*4$401i is entitled . A developer shall be entitled I to reimbursement after I acceptance of improvements by the applicable Agency to I the extent maior thorouehfare and bridge fees are I available for reimbursement after satisfaction of all I other obligations of the applicable Aeencv for which I maior thoroughfare and bridge fees are reauired . I Satisfaction of such reimbursement obligations , however . I in the event funds used to construct corridor facilities I in excess of fee obligations are derived from Assessment I District or Mello-Roos Community Facilities District I bonds shall be made to such districts in a manner which I will reduce the amount of such bonds in proportion to the I reimbursement payment made by Azency. Except for the initial issuance and I sale of bonds by Agency, repayment of all existing I reimbursement agreement obligations by Agency shall be I funded by any subseauent bond issue and satisfied upon I receipt of bond proceeds . If the estimated costs of the I grading, improvements , and/or excess right of way are less than the calculated fee, a developer may relinquish credits in lieu of paying fees until credits are fully utilized with the remainder of the fee to be collected I prior to issuance of building permits . In the event a development not requiring subdivision is conditioned to construct or grade portions of the transportation corridors or dedicate right-of-way, reimbursement agreements shall be executed prior to issuance of any building permits within the project boundaries . Developers will be allowed to apply credits earned on one project to another project within the same Area of I Benefit owned by the same developer . In the event title I to the land of a project changes , credits can be transferred to another developer with the title to the land upon written notification to the appropriate legislative body and applicable Agency that is a party to I the reimbursement agreement . Credits will otherwise be non-transferable from one developer to another . Credits can be used for the purpose of reducing fees prior to completion and acceptance of grading, improvements or right-of-way dedication. However , except as otherwise I provided herein no reimbursements shall be made until all I -32- grading , improvements or dedication are completed and accepted by the Agency 000W1 and funds are available for reimbursement as I determined by the Agency. The guidelines for determination of fee credits are as follows : 1 . General Credit for right-of-way dedication, grading, and other improvements will only be given to the extent that the cost of such right-of-way or improvements are included in the calculation of fees in the Major Thoroughfare and Bridge Fee Program. 2 . Right-of-Way Credit will be given for right-of-way dedication at the rate of $50, 000 per acre adjusted in accordance I with the California Construction Cost Index. or I comparable index selected by the Board , currently I $52 .546 per acre . except for slope easements and a I 120-foot-wide strip along centerline of the transportation corridor which would normally be required for arterial highway dedication. 3 . Grading Credit will be given for earthwork, road and slope drainage , buttressing, stabilization, hydroseeding and erosion control at the following combined rates : SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Orieinal/Current I Corridor Se went Credit Rate Jamboree to Station 511+50 $149 , 784/$157 . 410 per acre I road easement Station 511+50 to Moulton Parkway $124, 132/130 .452 per acre I road easement Moulton Parkway to Paseo de Colinas $124, 915/131 . 275 per acre I road easement FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Foothill/Eastern Corridor $137 , 060/$144. 038 per acre I road easement -33- The term road easement as used above includes the entire area within right-of-way (hinge point to hinge point) excluding slope and drainage easements . The credit values furthermore include percentages or work estimated for engineering , administration and contingencies for the respective transportation corridors . 4. Drainage Credit will be given for drainage structures in accordance with lengths of pipe and unit prices estimated as costs in the fee program or for as-built structures which the Director , EMA or his designee determine are reasonable equivalents of the structures in the fee program cost estimate . Unit prices for as-built drainage structures will be those used in the latest fee program cost estimate . Engineering and administration credit of 15% of the drainage structure credit will be added . Contingency credit of 10% of the drainage structure credit will be added . Terrace drains , downdrains and temporary drainage facilities or erosion control facilities are included in the average unit cost of grading . 5 . Other Improvements Credit will be given for other improvements at the rate at which the improvement was estimated in the fee program plus 157 for engineering and administration plus 10% for contingencies . The credit rates specified above will be revised whenever the corridor costs estimates are revised for the purpose of adjusting fees . Once fee credits are established by an executed reimbursement agreement , no further adjustments will be made to those credits because of revisions to the corridor cost estimates or fee adjustments . ILII . ANNUAL FEE ADJUSTMENT It is intended that annually the fee programs 1O be I /8tdtottj00ts/slid/0gtj6/ I ¢�dtitiz /#fit/f@t� / �/B automatically adjusted by the I Aeencies in accordance with U04d/,At0A/AA the California Apttg5t0d construction Qost Index. or other comparable index I selected by the Board . and Furth—er adi ,s ed by h Agencies I to reflect updated project cost estimates , substantial I -34- changes in general plan land use elements , or other pertinent information. 00/U$40/Of/WtttlWO/$U/01 tit/001AU1101 I In the event an annual evaluation of the fee programs causes fees to be reduced for any reason* , reimbursements I will not be considered for fees already paid . XIII . JOINT POWERS AGENCIES CITY/PARTICIPATION/IN/FEE/PROGRAMI There are thirteen t001*0 different cities within the I proposed Areas of Benefit for the Foothill/Eastern and San I Joaquin Hills Transportation Corridors . Joint Powers Agencies ("Agencies") UPA) consisting of City and County I Parties tOMWS have been formed for the fH¢ purposes of planning. designing. financing and I constructing I#if10ih¢ttlft the San Joaquin Hills( A111 I Foothill and Eastern Transportation Corridors , H1110/095ttloot/Mid/txo/¢o] lliod/rOOM 11 MOt0tvi/ I ¢0tti4Ot0l Fees collected by such Cities and the County I will be deposited with the Agencies 6$¢n/dj1jA for such tH6 I purposes . Of/¢bolbillig/Mi¢/¢Otottt¢tl1$/tK¢/tot tl¢¢to/ I The Agencies d111, will be responsible for administering fees I collected under this fee program including any credits I reimbursements called for in reimbursement agreements identified in Section XI of this report . -35- •--- VAWACO WIIVINOd"ll S3WOWlM AID NII/ �w.w wwr w.wr N931SM3/TD000! • On X301M uw�w w aw.a..rr ue Q S171 WWW NMS 1IM30 !O M3W ON3031 � t Ll3N3V A r�lY � r- •'•: ` snw Now M'S . .: .;-:.�. .•.:`.:.:'•. .�'.':•::•::: .. woo �r mss► Ll3N3B AY31IY WNW /IIW".4 31 1 2 EXHIBIT II 3 RESOLUTION OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA S April 21, 1982 6 On motion of Supervisor wieder, duly seconded and carried, the 7 following Resolution was adopted: g WHEREAS, development of lands is occurring which contributes 9 directly to the need for transportation corridors; and 10 WHEREAS, said development may obstruct future right-of-way- for 11 the transportation corridors; and 12 WHEREAS, development benefitting from implementation of the 13 transportation corridors should contribute toward the cost generally 14 in proportion to the need generated; and :; 15 WHEREAS, right-of-way for the transportation should be protected z, O„ ;Y 16 as development occurs; and ;e 17 wHEREAS, grading should be accomplished, whenever possible, in Y 18 conjunction with the grading and development of surrounding property; 19 and 20 WHEREAS, implementation of logical increments of the corridor 21 should occur in conjunction with the land development process whenever 22 the transportation needs of that development require those :acilities 23 for access; and 24 WHEREAS, development policies for the implementation of the 25 transportation corridor will provide a basis for planning of future w 26 development and serve as notice to the public as to the future ' 27 locations of the corridors; 28 tG:dh Resolution No. 82-598 Transportation corridors Development Policy -37_ 1 NOW, TkM-(6rORE, BE IT RESOLVED that as a condition of approval 2 of subdivisions containing within their boundaries portions of transportation corridors shown on the Transportation Element of the County General Plan the developer shall: 5 1. Dedicate right-of-way to County. 6 2. Grade corridor right-of-way in accordance with schematic 7 plans approved on the tentative map and rough grading plans approved S by the Director, EMA. 9 3. Construct arterial overcrossings for internal arterials. 10 width of overcrossing structure (i.e. , number of travel lanes) is to 11 be determined based upon vehicular and pedestrian traffic generated 12 by the proposed project. 13 4. Construct corridor travel lanes and interchange ramps 14 required immediately for access to proposed development or system ' ; 15 continuity (closure of short gaps) . Humber of lanes required is to t W.016 based upon traffic generated by proposed project. °;f 17 Y° 5. Participate, among other designated beneficiaries, in any 18 established corridor development fee program. Costs incurred pursuer. 19 to-Conditions 2 through 1 shall be creditable against fees. Costs 20 incurred pursuant to Condition 1 shall be creditable against fees to 21 the extent that the develop--.e=t fee program includes said right-of-wa. 22 cost. 23 BE IT FURTHER RESOLVED that EHA is hereby directed to amend 21 appropriate sections of the Subdivision and Zoning Codes to implement c 25 this policy. w 26 BE IT FURTHER RESOLVED that EMA is hereby directed to incorporat( 27 in General Plan amendment elements, zoning actions, area plans and 26 site plans recommendations appropriate for implementing this policy. -38- I bE IT euk'iHBk RESOLVED that ErA is hereby directed to begin ( 2 analyzing Potential areas of benefit as an adjunct to the Orange Count 3 Orange County Transportation Commission Transportation Finance Study. BE IT FURTHER RESOLVED that affected cities be requested to adopt S similar policies. 6 BE IT FURTHER RESOLVED that EMA is hereby directed to proceed 7 arpeditiously with the establishment of a feer p ogram. 8 9 10 II 12 13 i� J r it : , IS Lie OY r r 16 r e 7 = e� 17 Y 18 AYES: SUPERVISORS M-IMIs" T M. WIEDER, RALPH B. CLARK, AND ROGERR. I9 STANTO1% 20 NO SUPERYISOPS N= i 21 ABSENT: SUPERVISORS BRUCE 1PESTANDE AND THOMAS F. RILEY 22 STATE OF CALIFORNIA I ss. 23 COUNTY OF ORANGE I. JUNE ALEXANDER. Clerk of the Board of Supervisors of Orange County, Califorri 24 hereby certify that the above and foregoing Resolution was duly anti etiplirly adopted by the said Board at a regular meeting thereof held on the 21st . day'of April;.. 25 19 82 . and passed by a unanimotm vote of said ar present:; .r F 26 IN WITNESS WHEREOF. I have hereunto set any hand ane .bal'this 21st clay of 27 mil . 19 82 E 2d tj �� . . .• N X N El�`,t•j Clerk of'the.^Board of Suplrvicnrs of Orange 'Co&#n � l''Pernia -39- ORR ♦� 1i,� �P� �rV d �— o` m wo AREA OF JOAQUIN HILLS FOR CORRIDOR USERS TRANSPORTATION CORRIDOR ...�... EXHMIT III IBASED ON PERCENTAGE OF USER TRIPS) A L _ 1 _ s s _ tlj�., T 1 h T �h.T • _ f � � �2 :,�5'.3i Y 3s ? s2r,� _ a 45Y 1P LEGEND AREA OF INFLUENCE FOOTHILUEASTERN p 1. 10.0 •.o-p•. FOR CORRIDOR USERS TRANSPORTATION CORRIDOR D o-e•� EXHIBIT IV L� �•p (BASED ON PERCENTAGE OF USER TRIPS) c c AN ��♦i.♦.% ERM LVA �► a.�,•"�H�mAM 1�: ALAU ♦♦♦♦�w•��iw♦ 1 yaw► �, �+�► _ �_ �� 4�_, .. _:wT� FOOTHLUFASTERN TRAWIPOTATION m 2=13TT VII page 1 of 2 rn PROGRAM SHARE or TOTAL CORRIDOR COST SAN JOAQUIN HILLS TRANSPORTATICM CORRIDOR Outside zone A Sone H AOS Corridor Drew Trips With One or Both Ends In zone Trips beginning and ending in sone (Trips due to growth) 27,109 5,890 9,116 290047 9,811 22,195 (Total trips) In/Out Trips 60,145 25,834 49,798 (Trips due to growth) 78,820 35,345 69,894 (Total trips) out/in Trips 57,362 28,141 50,274 (Trips due to growth) 73,274 38,582 72,203 (Total trips) Trip End Analysis 171,725 65,755 118,304 (Trip ends due to growth) 210,188 93,549 186,487 (Total trip ends) 1 81.70= 70.291 63.444 (Percent corridor TE due to growth)2 41,880 19.080 38.04• (Percent corridor users TE by zone) (Percent corridor users TE due to growth)3 35.031 19.41% 24.13% 1perwnt corridor TE due to growth • trio ends dueto Total ip Ends Tr 2pecoent corridor users TE by sone - Total trto ip ends ver sone S;M� t'ion of tal trip ends 3percent corridor users TE due to growth ' pesoent oorridotronserss TEzby sone M0-19 -44- BXRIBIT VII Page 2 of 2 PRE PROGRAM SNARE OF TOTAL CORRIDOR COST SAN JOAQUIN RILLS TRANSPORTATION CORRIDOR 0 Corridor Users TB Direct Indirect roe Program Growth in Zone Due to Growth Benefit Benefit Share Trip ends ?Go A 35.030 $ 73,006,934 $ 24,649,841 $ 97,856,775 1,321,160 $74/12 B 13.410 $ 27,948,130 $ 39,695,200 $ 67,643,330 1,462,093 $46/TE Total 48.440 $1000955,064 $ 64,545,041 $165,500,105 2,783,253 $59/TE (Ave.) 1. Total Corcldoc Cost - $341,6600000 2. Pee Program share a 48.440 x $341,660,000 a $165,500,105 Ln 3. Direct Benefit 610 x $165,500,105 - $100,955,064 4. Indirect Benefit 390 x $165,500,105 = $64,545,041 S. Zone A Share Direct Benefit 35.030 x $341,660,000 x 610 - $ 73,006,934 Indirect Benefit 38.50* x $64,545,041 - $ 24,849,841 Subtotal $ 97,856,775 6. Zone B Share Direct Benefit 13.410 x $341,660,000 x 610 a $ 27,948,130 Indirect Benefit 61.50* x $64,545,041 - $ 39,695,200 Subtotal $ 67,643,330 Total Pee Program Share $16S,S00,105 *0 Total system trip ends within A 6 B Zones E7032BIT VIII Page 1 of 2 TBE PROGRA:d SWUM OP TOTAL CORRIDOR ODST ToM%ILL/EAaTERN TRANSPORTATION CORRIDOR Outside Sone A Zone B AOB Corridor User Trios With One or Both Ends In Zone Trips beginning and ending in sone (Trips due to growth) 27,922 9,322 20,555 (Total trips) 28,200 11,657 37,307 In/Out Trips (Trips due to growth) 68,629 31,320 64,217 (,Dotal trips) 80,763 46,004 88,512 Out/in Trips 75,449 33,648 55,069 (Trips due to growth) (Total trips) 89,823 45,760 79,696 Trip End Analysis (Trip ends due to growth) 199,922 83,612 160,396 (Total trip ends) 226,966 115,078 242,822 (Percent corridor TE due to growth)l 68.081 72.661 66.054 (Percent corridor users TE by Zone)2 38.18% 19.68% 41.52% (Percent corridor users TE due to grwth)3 34.18% 14.30% 27.421 1Percent corridor TB due to growth a trip ends due to growth Total Trip Ends 2Perosnt corridor users TE by sone aTotal trip ends per sone Suasation of total trip ends 3perosnt corridor users TE due to growth ' Percent TE due to'growth s percent corridor users TE by sone VT20-19 -46- BXNIBIT VIII Page 2 of 2 F2b PROGRAM SHARE OF TOTAL CORRIDOR COST FOMILL/BASTEM TRANSPORTATION CORRIDOR 1 Corridor Users TB Direct Indirect Fee Program Growth in 9006 Due to Growth Benefit Benefit Share Trip ends Fee A 34.101 $107,615,617 $ 25,4806474 $13310960091 1,6650922 $80/'!2 a 14.301 $ 45,023,S03 $ 72,10x0472 $117,131,975 21730,731 $43/12 Total 48.481 $152,6390120 $ 91,588,946 $2500228,066 40396,653 $57/T2 (Ave.) 1. Total Corridor Cost ■ $516,147,000 2. Fee Program share ■ 48.481 x $516,147,000 ■ $250,229,066 i n 3. Direct benefit 611 x $250,2281066 ■ $152,6390120 4. Indirect Benefit 391 x $250,228,066 ■ $9715881946 5. $one A Share Direct Benefit 34.181 x $516,147,000 x 611 $1070615,617 Indirect Benefit 26.111• x $97,588,946 ■ 1 25,480,474 Subtotal $133,096,091 6. $one 5 Share Direct Benefit 14.301 x $516,147,000 x 611 ■ $ 45,023,503 Indirect Benefit 73.891* x $976588,946 ■ , 7,2, .28 412 Subtotal $117,131,975 Total Fee Program Share $250,228,066 *1 Total system trip ends within A 6 B Zones EXHIBIT IX COST PER TRIP END ANALYSIS SAN JOAQUIN BILLS Zone A Zone B Projected Growth In Dwelling Units Bingle Dwelling Units (SDU) 31,621 11,614 Multiple Dwelling Units (MDU) 27,708 34,389 Projected Growth In Industrial/Canercial Floor Space Manufacturing Floor Space (Sq. Ft.) 5,659,168 6,701.072 Retail-Regional Floor Space (Sq. Ft.) 1,496,000 S,S26,375 Retail-Local* Floor Space (Sq. Ft.) 4,488,000 5,252,625 Office/Other Floor Space (Sq. Ft.) 8,378,017 9,920,487 Total Floor Space (Sq. Ft.) 20,0210185 27.700,559 i Trip End Growth By Landuse Trip Rate Factors v SDU (12 T.B./D.U.) 379,452 139,366 MDU (7 T.E./D.U.) 193,956 240,723 Nanufacturing (10 T.E./kef) 560592 67,011 Retail-Regional (50 T.B./ksf) 74,800 291,319 Retail-Local* (100 T.B./kef) 448,800 525,262 office/Other (20 T.B./kef) 167,560 198,410 Total Trip Ends 1,321,160 1,462,093 New Development Share of Total Corridor Costs $ 97,856,774 $ 67,643,330 Average Cost per Trip End Cost in 1984 Dollars $ 74(1) $ 46(2) *Same as neighborhood/community comercial (1) $97,856,774 t 1,321,160 TE m $74.07/-frip Endl soy $74/Trip End (2) $67,643,330 t 1,462,093 TB - $46.26/Trip Ends say $46/Trip End OT20-21 ERRIBIT X COST PER TRIP END AI CLYSIS FOOYAILL/EASTERN Zone A gone B Projected Growth In Dwelling Units Single Dwelling Units (SDU) 55,502 53,651 Multiple Dwelling Units (MDU) 22,911 35,558 Projected Growth in Industrial/Comate rcial Floor Space Manufacturing Floor Space (Sq. Ft.) 7,680,998 13,439,465 Retail-Regional Floor Space (Sq. Ft.) 10598,61S 3,852,125 Retail-Local* Floor Space (Sq. Ft.) 4,796,625 11,556,375 Office/Other Floor Space (Sq. Ft.) 10,155,269 17,768,704 Total Floor Space (Sq. Ft.) 24,231,767 46,616,669 Trip and Growth By Landuse Trip Rate Factors i rn SDU (12 T.E./D.U.) 666,024 643,812 a MDU (7 T.R./D.U.) 160,377 248,906 Manufacturing (10 T.E./ksf) 76,810 134,395 Retail-Regional (50 T.E./ksf) 79,944 192,606 Retail-Local* (100 T.R./ksf) 479,662 11155,638 Office/Other (20 T.E./ksf) 203,105 355,374 Total Trip Ends 1,665,922 2,730.731 New Development Share of Total Corridor Costs $1339096.093 $117,131.973 Average Coat per Trip End Cost in 1982 Dollars $ 79(l) $ 44(2) *Same as neighborhood/community comercial (1) $133,096,091 t 1,665,922 - $79.89/Trip Ends say $80/Trip End (2) $117,131,975 v 2,730.731 - $42.89/Trip Ends say $43/Trip End J � E703I31T XI Page 1 of 2 DAILY VEHICLE TRIP GENERATION RATES ORANGE COUNTY ENVIRONMENTAL MANAGEMENT AGENCY August 1982 The following is a listing of vehicle trip generation rates used for planning purposes by the Environmental Management Agency. These rates have been compiled from a variety of sources, including County conducted studies, and are deemed representative of land uses within orange County. •TE/Rsf• is an abbreviation for trip ends per thousand square feet of gross building floor area. OTE/Acre' refers to trip ends per developed acre. Land Use TE/Rsf TE/Acre TE/Other INDUSTRIAL Light Industrial/Industrial Park 13 176 Warehouse 5 62 RESIDENTIAL single Family Detached 12 TE/Du Single Family Detached-Estate 15 TE/Du Multiple Unit (Apartments, Condos) 7 TE/Du Mobile some 5 TE/Du Retirement Community 6 TE/Du LODGING motel 10 TE/Room Motel 9 TE/Room Resort Motel (TRC Use) 300 18 TE/Room RECREATIONAL neighborhood Park 6 Regional Park 5 State Park 1 Marina 6 TE/Berth beach 350 TE/1000' Shore Golf Course 9 Campground 5 TE/Campsite Tennis Club 43 TE/Court Raquel-ball Club 26 31 TE/Court INSTITUTION Rlamentary School 47 1.0 TE/Student Junior Sigh school 60 0.9 TE/Student Sigh School s0 1.1 TE/Student Junior college s0 1.5 TE/Student Church - Weekday 19 60 Church - Sunday « 135 Library 62 310 -50- s ' Z)MlBIT II Page 2 of 2 Land Use TE/Ksf TE/Acre TE/Other MEDICAL Hospital le 200 14 TE/Sed nursing Home 3 TE/Bed OPTICS General Office 15 240 Medical Office 75 Research Center 10 40 RrWL Discount Store 65 Rardware/Home Improvement 50 S50 Shopping Center - Regional 50 500 ( 30 Acres) Shopping Center - Community 70 900 (10-30 Acres) Shopping Center - neighborhood 135 1250 ( 10 Acres) Restaurant - Quality (i.e., velvet Turtle, 110 Hungry Tiger, etc.) Restaprant - High Turnover (is., bob's, 350 Denny's, etc.) Restaurant - Past Food (i.e., MacDonald's, 900 Carl's Jr., etc.) Automobile Was 400 Service Station 750 TE/Station Supermarket 12S Convenience Market (i.e., 7-11, 550 Stop i Go, etc.) SHRVICES bank - Walk In ISO Hank - Drive In 195 Savings and Loan - Walk In 65 Savings and Loan - Drive In 75 IRSt6esDT20-22 6/11/S5 -51- JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY TABLE OF CONTENTS Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 I DEFINITIONS. . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 II PURPOSE AND POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2 . 1 Agency Created. . . . . . . . . . . . . . . . . . . . . . . . . . 5 2 .2 Purpose of the Agreement; Common Powers to be Exercised. . . . . . . . . . . . . . . . . . 5 2 . 3 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 III ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 . 1 Membership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 .2 Names. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3 . 3 Board of Directors. . . . . . . . . . . . . . . . . . . . . . 8 3 . 4 Principal Office . . . . . . . . . . . . . . . . . . . . . . . . 10 3 . 5 Meetings. 10 3 . 6 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3 . 7 Powers and Limitations Thereon. . . . . . . . . . 11 3 . 8 Minutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3 . 9 Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 33 . 10 Vote or Assent of Parties. . . . . . . . . . . . . . . 11 3 . 11 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 3 . 12 Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3 . 13 Additional Officers and Employees. . . . . . . 13 3 . 14 Bonding Requirement. . . . . . . . . . . . . . . . . . . . . 13 3 . 15 Status of Officers and Employees. . . . . . . . 14 IV CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4. 1 Imposition of Major Thoroughfare and Bridge Construction Fee by Members. . . . . . 14 4.2 Annual Review of Fees. . . . . . . . . . . . . . . . . . . 15 4. 3 Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 4. 4 Compensation of Agency for Acquisition of Rights-o£-Way. . . . . . . . . . . . 17 V RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES . . . . . . . . . . . . . . . . . . . . . . 18 5 . 1 Joint Action with Other Agencies . . . . . . . . 18 5 .2 Communications Between Corridor Agencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 5 . 3 Lending and Borrowing of Funds Between Agencies . . . . . . . . . . . . . . . . . . . . . . . . 18 ( i ) VI BUDGETS AND DISBURSEMENTS. . . . . . . . . . . . . . . . . . . . 19 6. 1 Annual Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6. 2 Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6. 3 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6. 4 Expenditures Within Approved Annual Budget. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6. 5 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6. 6 Reimbursement of Funds. . . . . . . . . . . . . . . . . . 20 VII SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 7 . 1 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 VIII LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 8. 1 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 8 . 2 Hold Harmless and Indemnity. . . . . . . . . . . . . 21 IX ADMISSION AND WITHDRAWAL OF PARTIES. . . . . . . . . . 22 9 . 1 Admission of New Parties. . . . . . . . . . . . . . . . 22 9 .2 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 X TERMINATION AND DISPOSITION OF ASSETS. . . . . . . . 24 10. 1 Termination. . * . . . . . * ' ' * * . . . . . * * . . . . * * ' ' * ermination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 10 . 2 Distribution of Property and Funds. . . . . . 24 XI MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 11 . 1 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 11 . 2 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 11 . 3 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . 26 11 . 4 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 11 . 5 Partial Invalidity. . . . . . . . . . . . . . . . . . . . . . 28 11 . 6 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 11. 7 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 11 . 8 Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 (ii ) JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY THIS AGREEMENT is made and entered into as of the 30th` day of 'ra,Au,(r,y 1986, by and between five or more of the following public agencies: ( a) County of Orange (b) City of Anaheim (c) City of Irvine (d) City of Orange (e) City of San Clemente ( f) City of San Juan Capistrano (g) City of Santa Ana (h) City of Tustin ( i ) City of Yorba Linda R E C I T A L S : A. The California State Legislature adopted Chapter 708, Statutes 1984, adding Section 66484. 3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways, railways, freeways, and canyons or constructing major thoroughfares. B. The parties to this Agreement have territory within or related to those areas known as the Foothill and Eastern Transportation Corridors and desire to impose such a fee pursuant to Government Code Section 66484. 3 in order to finance the planning, acquisition and construction of major thoroughfares and bridges in the Foothill and Eastern Trans- portation Corridors. The parties hereto have the common power to conduct such transportation planning, financing and construction. C. It has been determined by the parties hereto that it is in the best interests of the respective parties to join together to administer the funds provided by these fee pro- grams, and to plan, acquire and construct said thoroughfares and bridges. D. Each of the parties is authorized to contract with each other for the joint exercise of any common power under Article 1, Chapter 5 , Division 7 , Title 1 of the Government Code of the State of California. E. The parties hereto recognize that, in order to serve the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or con- trolled by the parties hereto . F. The parties hereto recognize that, in order to serve the purposes stated herein, additional funding other -2- than that received from the above-described fees must be obtained. Each party has agreed to cooperate in obtaining additional financing, including, but not limited to, debt financing, assessment districts, special legislation, Arteri- al Highway Financing program funds and other forms of govern- mental grants-in-aid. G. The parties hereto recognize that in accordance with the principles of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities . H. It is anticipated by the parties hereto that the public agency created pursuant to this Agreement shall termi- nate upon the effective date of the inclusion of the trans- portation facilities constructed pursuant to this Agreement in the California State Highway System, as defined and governed by Division 1 of the Streets and Highways Code. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows : I DEFINITIONS For the purposes of this Agreement, the following words shall have the following meanings: a. "Agreement" means this Joint Exercise of Powers Agreement. -3- b. "Agency" means the FOOTHILL/EASTERN TRANSPOR- TATION CORRIDOR AGENCY formed pursuant to this Agreement. C . "Annual . Budget" means the approved budget applicable to the expenses of administration of the Agency. d. "Board" means the governing body of the Agency. e. "Ex Officio Members" mean Board members who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists . f. "Executive Director" means the chief operating employee selected by the Board to manage the day-to-day activities of the Agency. The Executive Director shall not be an employee of any individual member of the Agency. q. "Fiscal Year" means July 1st to and including the following June 30th. h. "Members" or "Board Members" mean those per- sons serving as members of the Board or their alter- nates. i . "Party" means each of the parties which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, includ- -4- ing any public entity executing an addendum of the original agreement as hereinafter provided. j . "Quarter" means July 1st to and including September 30th, October 1st to and including December 31st, January 1st to and including March 31 and April 1st to and including June 30th. II PURPOSE AND POWERS 2 . 1 Agency Created. There is hereby created a public entity to be known as the "FOOTHILL/EASTERN-TRANSPORTATION CORRIDOR AGENCY. " The Agency is formed by this Agreement pursuant to the provi- sions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto . 2 . 2 Purpose of the Agreement; Common Powers to be Exer- cised. Each member has the common power to plan for, acquire, construct, maintain, repair, manage, operate, and control facilities for one or more of the following purposes : a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges; b. The power to plan for, acquire, and construct environmentally-sensitive thoroughfares and bridges to conform. to the technical standards of the California -5- Department of Transportation (CALTRANS) and the Federal Highway Administration (FHWA) , whenever possible . The purpose of this Agreement is to jointly exer- cise the foregoing common powers to undertake such studies and planning relative to the Foothill and Eastern Transporta- tion Corridors as may be necessary to establish areas of benefit, to recommend to its members the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by those members pursuant to Government Code Section 66484. 3 and to fund, plan, acquire, construct, maintain, repair, manage, operate and control the major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors. Board planning policy shall respond to those memoranda of understanding and various minute orders and policy state- ments adopted by each party to this Agreement, attached hereto collectively as Exhibit "A" and incorporated by reference herein. 2 . 3 Powers. The Agency shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of its members in studying and planning ways and means to provide for the design, financing, and constructing of the Foothill and Eastern Transportation Corridors; b. To make and enter into contracts; -6- c . To contract for the services of engineers, attorneys, planners, financial consultants, and separate and apart therefrom to employ such other persons, as it deems necessary; d. To appoint agents; e. To lease, acquire, construct, manage, main- tain, and operate any buildings, works, or improvements; £. To acquire, hold, and dispose of property by eminent domain, lease, lease purchase or sale; g. To incur debts, liabilities, or obligations subject to limitations herein set forth; h. To receive gifts, contributions and donations of property, funds, services and other forms of finan- cial assistance from persons, firms, corporations and any governmental entity; i . To sue and be sued in its own name; j . To apply for an appropriate grant or grants under any federal, state, or local programs for assis- tance in developing any of its programs; k. To adopt rules, regulations, policies, bylaws and procedures governing the operation of the Agency; and 1 . To the extent not herein specifically provided for, to exercise any powers in the manner and according to the methods provided under applicable laws. -7- III ORGANIZATION 3 . 1 Membership. The parties to the Agency shall be each public entity which has executed or hereafter executes this Agree- ment, or any addenda, amendment, or supplement thereto, and which has not, pursuant to the provisions hereof, withdrawn therefrom. 3 .2 Names. The names, particular capacities and addresses of the parties at any time shall be shown on Exhibit "B" attach- ed hereto, as amended or supplemented from time to time. 3 . 3 Board of Directors . a. The Board of Directors shall consist of the following: ( i ) one voting member from each of the fol- lowing entities which have become members of the Agency pursuant to Section 3 . 1 above : the cities of Anaheim, Irvine, Orange, San Clemente, Santa Ana, San Juan Capistrano, Tustin, and Yorba Linda. (ii ) two voting members from the County of Orange (in the event that the County of Orange becomes a member of the Agency pursuant to Section 3 . 1 above) , said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Dis- tricts, or their alternates. -8- (iii ) one ex officio member representing the California Department of Transportation and one ex offi- cio member representing the Orange County Transportation Commission. The Board may, from time to time appoint additional ex officio members . b. Except for ex officio members, each member of the Board shall be a current member of the legislative body such member represents . C . Each participating member shall also have an alternate, who must also be a current member of the legislative body of the party such alternate represents with the exception of the alternates to the members representing the County of Orange . The name of the alternate member shall be on file with the Board. An alternate member shall assume all rights and duties of the absent member. d. Each member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a succes- sor is named. Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the party such member represents . e . A board member shall receive only such compen- sation . from ompen-sation _ from the Agency for his services as may be -9- approved by not less than two-thirds (2/3 ) of the members of the Board. f. A board member may be reimbursed for expenses incurred by such member in the conduct of the business of the Agency. 3 . 4 Principal Office. The principal office of the Agency shall be estab- lished by the Board and shall be located within the County of Orange . The Board is hereby granted full power and authority to change said principal office from one location to another in the County of Orange. Any change shall be noted by the secretary under this section but shall not be considered an amendment to this Agreement. 3 . 5 Meetings . The Board shall meet at the principal office of the Agency or at such other place as may be designated by the Board. The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; a copy of such resolution shall be furnished to each party hereto. Regular, adjourned, and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code Sections 54950 et seq. , as it may be amended. -10- 3 . 6 Ouorum. Not less than two-thirds of the members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. 3 . 7 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board, subject however, to the reserved rights of the parties as herein set forth. Unless otherwise provided herein, each member or participating alternate shall be entitled to one vote, and except as otherwise provided herein, a vote of the majority of those present and qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate to carry forward the objectives of the Agency. 3 . 8 Minutes. The secretary of the Agency shall cause to be kept minutes of regular, adjourned regular, and special meetings of the Board, and shall cause a copy of the minutes to be forwarded to each member and to each of the members hereto. 3 . 9 Rules. The Board may adopt from time to time such rules and regulations for the conduct of its affairs consistent with this Agreement. 3 . 10 Vote or Assent of Parties . The vote, assent, or approval of parties in any matter requiring such vote, assent or approval hereunder -11- shall be evidenced by a certified copy of the action of the governing body of such party filed with the Agency. It shall be the responsibility of the Executive Director to obtain certified copies of said actions. 3 . 11 Officers . There shall be selected from the membership of the Board, a chairman and a vice chairman. The Board shall appoint a secretary who may be a member. The Board shall appoint an officer or employee of the Board or an officer or employee of a member public agency to hold the offices of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board. Such person or persons shall possess the powers of, and shall perform the treasurer and auditor functions for, the Agency and perform those functions required by Government Code Sections 6505, 6505 . 5, and 6505 . 6, including any subse- quent amendments thereto . The chairman, vice chairman, and secretary shall hold office for a period of one year commencing July lst of each and every fiscal year; provided, however, the first chairman, vice chairman, and secretary appointed shall hold office from the date of appointment to June 30th of the ensu- ing fiscal year . Except for the Executive Director, any officer, employee, or agent of the Board may also be an officer, employee, or agent of any of the members. The -12- appointment by the Board of such a person shall be evidence that the two positions are compatible. 3 . 12 Committees. The Board may, as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings of the Agency shall be open to all members . 3 . 13 Additional Officers and Employees . The Board shall have the power to appoint such additional officers and to employ such employees and assist- ants as may be appropriate . Such officers and employees may also be, but are not required to be, officers and employees of the individual members. 3 . 14 Bonding Requirement. The officers or persons who have charge of, handle, or have access to any property of the Agency shall be the members of the Board, the treasurer, the auditor, and any other officers or persons to be designated or empowered by the Board. Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer be extended to cover the obliga- tions provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable -13- to the coverage required herein shall be appropriate expenses of the Agency. 3 . 15 Status of Officers and Employees . All of the privileges and immunities from liabil- ity, exemption from laws, ordinances and rules, all pension, relief, disability, worker' s compensation, and other benefits which apply to the activity of officers, agents, or employees of any of the members when performing their respective func- tions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees appointed by the Board shall be deemed, by rea- son of their employment by the Board, to be employed by any of the members or, by reason of their employment by the Board, to be subject to any of the requirements of such members. IV CONTRIBUTIONS 4. 1 Imposition of Major Thoroughfare and Bridge Con- struction Fee by Parties. On or before the effective date of this Agreement (or in the case of a new party, on or before that party becomes signatory to this Agreement) , each party shall require by ordinance or resolution the payment of a fee as a condition of issuing building permits, for the purposes of defraying the actual or estimated cost of constructing major -14- thoroughfares and bridges, in accordance with California Government Code Section 66484. 3 . Said fee shall be in the form, and in those amounts set forth in the "Major Thorough- fare and Bridge Fee . Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors, " attached hereto as Exhibit "C" and incorporated by reference herein. The imposition of said fee by each party shall be a condition precedent to that party' s par- ticipation in the Agency. 4. 2 Annual Review of Fees . At least once annually, the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two thirds (2/3 ) of its members, modify the fee to be imposed by the parties hereto . The legislative body of each party shall impose said revised fee within one hundred twenty ( 120) days, and if a party fails to impose said fees, repeals the enabling ordinance or fee requirement, or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the aforemen- tioned time period, whichever is sooner, such action shall be deemed the withdrawal of that party from the Agency, subject to the conditions specified in Section 9 . 2 below . When the total amount of fees collected by the Agency pursuant to this Article has exceeded fifty percent (50%) of the estimated total cost for the projects to be con- -15- the Agency, said failure may be deemed by the Board to be a withdrawal of that party from the Agency. In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a party hereto regarding the appropriate amount of the assessment to the Agency, which decision shall be final . In the event that any party hereto becomes a party to litigation regarding the legality of the fee program, or the fees imposed pursuant to the fee program, the Board, where it deems appropriate, may defend such action or lend other assistance to said party in said action. 4. 4 Compensation of Agency for Acquisition of Rights- of-Way. When it is within its power to do so, each party shall be individually responsible for the acquisition by dedication pursuant to Title 7, Division 2 of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement. In the event that a party fails to acquire these rights-of-way by the above-mentioned means after the route alignments for the Eastern and Foothill Transportation Corridors are established and accepted by the Agency, that party shall compensate the Agency for all costs (including attorneys' fees) incurred by the Agency in acquir- ing said property interests. -17- structed pursuant to this Agreement, the Board, upon the approval of not less than two thirds (2/3 ) of its members, may extinguish the obligations of the parties to remit said fees to the Agency or, in the alternative, may restrict the future obligations of the parties to remit said fees to the Agency to an amount to be determined by the Board. 4 . 3 Payment. Each party agrees to contribute said fees to the Agency in quarterly payments . In addition, the Board, upon approval of not less than two-thirds (2/3 ) of its members, may assess each party of the Agency an amount in excess of the amount of said fees collected by that party in order to meet overhead and other administrative expenses specified in the annual budget. For the purposes of this Agreement, the "contribution" of each party shall include the corridor fees imposed pursuant to this Agreement, any excess amounts assessed to the party by the Board, and any voluntary contri- butions made to the Agency by the party. The contribution of each party of the Agency specified herein shall be due and payable sixty ( 60) days after receipt of billing therefore from the Agency. The Board may authorize an audit of any party to determine whether said contributions accurately reflect each party' s obligations under this Agreement. Unpaid contributions shall bear interest at a rate to be determined by the Board. In the event that any party fails to remit said contributions to -16- V RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5 . 1 Joint Action -with Other Agencies . In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning, coordinating, acquiring, constructing, maintaining, repair- ing, managing, operating and controlling major thoroughfares and bridges in the San Joaquin Hills Transportation Corridor or other transportation corridors, the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges, when it is deemed appropriate . 5 . 2 Communications Between Corridor Agencies. In the event that the agencies described in Section 5 . 1 above are formed, the chairman or his designate shall meet with the chairmen, or their designates, of said agencies at least quarterly, for the purpose of coordinating the plan- ning, financing and construction activities of the various agencies . 5 . 3 Lending and Borrowing of Funds Between Agencies. When it is found to be beneficial to the purposes of the Agency and the general purpose of improving transpor- tation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to the agencies described in Section 5 . 1 above, upon the approval of -18- not less than two thirds (2/3 ) of the members of the Board. The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on .the loan. VI BUDGETS AND DISBURSEMENTS 6. 1 Annual Budget. The Board shall adopt upon the approval of not less than two thirds (2/3 ) of the members of the Board, an annual budget, for the ensuing fiscal year, pursuant to procedures developed by the Board. 6.2 Disbursements . The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules, regulations, policies, procedures and bylaws adopted by the Board. 6. 3 Accounts . All funds will be placed in object accounts and the receipt, transfer, or disbursement of such funds during the term of this Agreement shall be accounted for in accordance with general accepted accounting principles applicable to governmental entities. There shall be strict accountability of all funds. All revenues and expenditures shall be report- ed to the Board. -19- 6 . 4 Expenditures Within Approved Annual Budget. All expenditures within the designations and limi- tations of the approved annual budget shall be made upon the approval of a majority of the members of the Board. Notwith- standing the above, no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar prop- erty interests except upon the approval of not less than two thirds (2/3 ) of the members of the Board. No expenditures in excess of those budgeted shall be made without the approval of not less than two thirds (2/3 ) of the members of the Board to a revised or amended budget which may, from time to time, be submitted to the Board. 6 . 5 Audit. The records and accounts of the Agency shall be audited annually by an independent certified public account- ant and copies of such audit report shall be filed with the County Auditor, State Controller and each party to the Agency no later than fifteen ( 15 ) days after receipt of said audit by the Board. 6. 6 Reimbursement of Funds . Grant funds received by the Agency from any fed- eral, state, or local agency to pay for budgeted expenditures for which the Agency has received all or a portion of said funds from the parties hereto shall be paid to said parties in proportion to the contributions made by each party. -20- VII SECURITIES 7 . 1 Securities. Upon the approval of the Board, one or more parties of the Agency may jointly participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484. 3 , including the power to establish one or more community facilities districts under the Mello Roos Community Facilities District Act of 1982, Government Code Section 53311, et seq. , or any other appli- cable legislation. Other than the fees specified herein, no funds of a party to this Agreement shall be utilized as security or as a source for the payment or redemption of any securities, without the consent of the legislative body of that party. VIII LIABILITIES 8. 1 Liabilities . The debts, liabilities, and obligations of the Agency shall be the debts, liabilities, or obligations of the Agency alone and not of the parties to this Agreement, unless expressly specified herein. 8. 2 Hold Harmless and Indemnity. Each party hereto agrees to indemnify and hold the other parties harmless from all liability for damage, actual or alleged, to persons or property arising out of or result- -21- ing from negligent acts or omissions of the indemnifying party or its employees . Where the Board itself or its agents or employees are held liable for injuries to persons or prop- erty, each party' s liability for contribution or indemnity for such injuries shall be based proportionately upon the contributions ( less voluntary contributions) of each member. In the event of liability imposed upon any of the parties to this Agreement, or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the parties in the performance of this Agreement, the contribution of the party or parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars ( $100. 00) . The party or parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold all other parties harmless from any liability for per- sonal injury or property damage arising out of the perform- ance of this Agreement. IX ADMISSION AND WITHDRAWAL OF PARTIES. 9 . 1 Admission of New Parties. It is recognized that public entities, other than the original parties, may wish to participate in the Agency. Additional public entities may become parties to the Agency upon such terms and conditions, including, but not limited to, financial contributions, as provided by the Board and the -22- unanimous consent of each existing party to the Agency, evidenced by the execution of a written addendum to this Agreement, and signed by all of the parties including the additional party. 9 . 2 Withdrawal . It is fully anticipated that each party hereto shall participate in the Agency until the purposes set forth in Section 2 . 2 above are accomplished. The withdrawal of any party, either voluntary or involuntary pursuant to Sections 4. 2 and 4. 3 above, unless otherwise provided by the Board, shall be conditioned as follows: (i ) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty ( 120) days prior to the end of a fiscal year; (ii ) the fee program established by the party pursuant to this Agreement shall remain in effect for a period of at least four (4) years after its adoption and for any addition- al period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees; (iii) said withdrawal shall not relieve the party of its proportionate share of any debts or other liabilities incur- red by the Agency prior to the effective date of the party' s withdrawal, nor any liabilities imposed upon or incurred by the party pursuant to this Agreement prior to the effective date of the withdrawal; and (iv) said withdrawal shall result in the forfeiture of that party' s rights and claims relating -23- to distribution of property and funds upon termination of the Agency, as set forth in Section 10.2 below. X TERMINATION AND DISPOSITION OF ASSETS 10 . 1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof or until the parties shall have mutually rescinded this Agreement; providing, however, that the Agency and this Agreement shall continue to exist for the purposes of: disposing of all claims, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall be accomplished by written con- sent of all of the parties, or shall occur upon the with- drawal from the Agency of a sufficient number of the agencies enumerated herein so as to leave less than five of the enumerated agencies remaining in the Agency, or shall occur upon the effective date of the inclusion of the transporta- tion facilities constructed pursuant to this Agreement in the California State Highway System as defined and governed by Division 1 of the Streets and Highways Code. 10 . 2 Distribution of Property and Funds . In the event of the termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the -24- Board shall determine with the objective of returning to each party or former party a proportionate return on the contri- butions made to such properties by such parties, less pre- vious returns, if any, provided that said property interests shall be utilized to construct major arterial transportation facilities which accomplish the purposes of the Foothill/ Eastern Transportation Corridors, to the extent legally pos- sible. In the event of the termination of this Agreement, any funds remaining following the discharge of all obliga- tions shall be disposed of by returning to each party a pro- portionate share of such funds equal to the percentage of the contribution made by each party, less each party' s propor- tionate share of expenditures, if any, provided that said funds shall be expended to construct major arterial transpor- tation facilities which accomplish the purposes of the Foothill/Eastern Transportation Corridors, to the extent legally possible. XI MISCELLANEOUS 11 . 1 Amendments . This Agreement may be amended with the approval of not less than three-fourths (3/4) of all members. 11 .2 Notice. Any notice or instrument required to be given or delivered by depositing the same in any United States Post -25- Office, registered or certified, postage prepaid, addressed to the addresses of the parties as shown on Exhibit "B" , shall be deemed to have been received by the party to whom the same is addressed .at the expiration of seventy-two (72 ) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid. 11 . 3 Effective Date. This Agreement shall be effective and the Agency shall exist at such time as this Agreement has been executed by any five or more of the public agencies enumerated herein. 11 . 4 Arbitration. Any controversy or claim between any two or more parties to this Agreement, or between any such party or parties and the Agency, in respect to the Agency' s opera- tions, or to any claims, disputes, demands, differences, controversies, or misunderstandings arising under, out of, or in relation to this contract, or any breach thereof, shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitra- tion Association shall apply. The party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other party to this Agreement and the Agency. Such notice shall designate as "respondents" such other parties as the initiating party intends to have bound by any award made therein. Any party not so designated but which desires to -26- join in the arbitration may, within ten ( 10) days of service upon it of such notice, file a response indicating its inten- tion to join in and to be bound by the results of the arbi- tration, and further designating any other parties it wishes to name as a respondent. Within twenty (20) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as "AAA", shall submit simultaneously to the initiating party and to all parties named as respondents or filing a response there- in, an identical list of names of persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each party to the dispute shall have seven (7) days from the mailing date in which to cross off any names to which he or she objects, number the remaining names indicating the order of his or her preference, and return the list to the AAA. If a party does not return the list within the time specified, all persons named therein shall be deemed acceptable . From among the persons who have been approved on both lists, in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve . If the parties fail to agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any other reason the appointment cannot be made from the submitted list, the AAA shall have the power to make the appointment of the arbi- -27- trator from other members of the panel without the submission of any additional list. The arbitrator shall proceed to arbitrate the mat- ter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure . 11. 5 Partial Invalidity. If any one or more of the terms, provisions, sec- tions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provi- sions, sections, promises, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. -28- l Y 11 . 6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. 11 . 7 Assignment. The parties hereto shall not assign any rights or obligations under this Agreement without written consent of all other parties. 11 . 8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. ATTEST: COUNTY OF ORANGE Clerk of the Board of Supervisors Chairman Board of Supervisors Dated DEC 1 11 19x5 ATTEST: CITY OF ANAHEIM '' i I / /1 City- -Clerk �' . City of Anaheim By Mayor BY Dated_` -29- ATTEST: CITY OF IRVINE City Clerk City of Irvine By Mayor By Dated ATTEST: CIT 0 City Clerk City of Orange B 1 ( 013ior � , + > AL LloA . tJ Dated tEST: CITY OF SAN CLEMENTE Ci wCie�k City of San Clemente Mayor By Dated z,/ ATTEST: CITY OF SAN JUAN CAPIS ) City Clerk City of San Juan Capistrano By Mayor Pfiillip R. Sch artze By — AP ROVED AS TO FORM: Mary Allo/Hanover Dated AAri is - 19R6 Jo Shaw, City Attorney -30- ATTEST: CITY nOF_ SANTA ANA City Clerk City of Santa Ana By KKK11i��JJ� Mayor By to Form Dated ED104 �D Cd" ER TJF ATTEST: CITY P4ttgWN City Clerk City of Tustin By M yor Date2A_ 'ATTEST: \ CITY OF YORBA LINDA City Clerk / City of Yorba Linda By Mayor By Dat -31- EXHIBIT "C" (Major Thoroughfare and Bridge Fee Program for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Cor- ridor) I TRANSP 'ATION CORRIDOR AGENCIES -: A 347 Michelson Drive, Suite 450 �uN 39 3 42 4 'wine, California 92715 Sm,Joaquin Hills (714) 553-0867 FoothilLEastern Corridor Agency CITY c., Ean onMeyer,John MExecutive Director Corridor Agency Chairman:Thomas F Riley DL,0JA CV hT Chairman:Ben Bay Supervisor, County of0 -g- i,l y� 11 C Mayor, City of Anaheim iIN'�� CF SISI" ;y. Members:City of Costa Mesa Members:City of Anaheim San Juan Capistrano Newport Beach Irvine Santa Ana San Clemente Orange Tustin San Juan CapistranoSan Clemente Yorba Linda .Santa Ana June 23, 1987 County of Orange County of Orange Anthony Bland, Mayor and Members of the City Council City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY AND SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ADJUSTMENT OF MAJOR THOROUGHFARE AND BRIDGE FEES ADJUSTMENT AS OF JULY 1, 1987 Dear Mayor Bland and Members of the City Council: In accordance with Section 4. 2 of the Joint Powers Agreement (the "Agreement" creating the Foothill/Eastern Transportation Corridor Agency and San Joaquin Hills Transportation Corridor Agency (the "Agency") , the Board of Directors of the Agency on June 11, 1987 approved the enclosed revised schedule of bridge and major thoroughfare fees imposed by the Agency members. The fee adjustment is based upon a 1. 04 percent rise in the California Construction Cost Index during calendar year 1986 prepared by the California Department of Transportation. Since each Agency member has adopted a resolution in accordance with Government Code Section 66484 . 3 (b) (3) providing for periodic adjustment of the bridge and major thoroughfare fees based upon the California Construction Cede Index, and their adjustment is based solely upon this Index, no action of the governing bodies of the Agency members is necessary to implement the revised fee schedule. Please notify the appropriate department of the new fee structure in order that it may be implemented in a timely fashion as of July 1, 1987. Do not hesitate to contact us if you have any questions regarding this matter. Sincerely, John Meyer Executive Director Enclosure X 5't67-S �. eirV Ha 45.VT eery M6,Ct TRANS* TATION CORRIDOR '�GENCIES )RANGE COUNTY, CALIF IA FoothilIlEastern Transportation Corridor San Joaquin Hills Transportation Corridor May 14, 1987 TO: Transportation Corridor Agencies FROM. Ken R. Smith SUBJECT: Major Thoroughfare and Bridge Fee Update The Technical Advisory Committee has considered the method of updating San Joaquin Hills and Foothill/Eastern Transportation Corridor fees and recommends a cost index increase prior to July 1, 1987. Consideration was given to a more thorough analysis of costs but was determined premature at this time. A comprehensive analysis of the fee structure should occur based upon the engineering analysis performed for the EIS and route alignment studies as soon as that information is complete and alignments are determined. The analysis of fee structure should also include changes in land use which have taken place since the establishment of the data base used for the fee program. The increase in fees is proposed to be based upon the California Construction Cost Index which is prescribed by Section 66484.3(b) (3) of the California Government Code for modification of major thoroughfare and bridge fees. The California'Cost. Index has increased 1.04% during the calendar year 1986. Major thoroughfare and bridge fees were generally adopted by cities between August 1985 and February 1986. The latest California Construction Cost Index published is for the fourth quarter of 1986. The proposed cost index of 1.04% would, therefore. update the fees through the beginning of 1987. The revised construction costs for the transportation cor- ridors are proposed as follows: SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR COST Construction $262,437,000 Engineering 6 Administration 39,365,000 Contingencies 26,244,000 Right of Way (in excess of Major Arterial Hwy) 17.167,000 TOTAL (for purposes of Fee Program) $345,213,000 3347 Michelson Drive, Suite 450, Irvine, California 92715 (714) 553.0867 Transportation Corrid& encies Page 2 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS COST Foothill Eastern Total Construction $235,986,000 $145,019,000 $381,005,000 Engineering 6 Administration 35,397,500 21,752,500 57,150,000 Contingencies 35,397,500 21,752,500 57,150,000 Right of Way (in excess of Major Arterial Hwy.) 14,298,000 11,913,000 26,211,000 ICTAL (for purposes of $321,079,000 $200,437,000 $521,516,000 Fee Program) The following fee schedule for the San Joaquin Hills and Foothill/Eastern Major Thoroughfare and Bridge Pee Programs is recommended for your approval. SAN JOAQUIN HILLS ROAD FEE PROGRAM Single Family Multi-Unit Residential Residential Non-Residential Current Proposed Current Proposed Current Pro peed Zone A ;1,305/unit ;1,319/unit ;760/unit ;768/unit ;1.75/sf. Zone B ;1,010/unit ;1,021/unit ;590/unit ;596/unit ;1.30/sf. FOOTHILL EASTERN ROAD FEE PROGRAM Single Family Multi-Unit Residential Residential Non-Residential Current Proposed Current Proposed Current Proposed Zone A $1,295/unit ;1,308/unit ;755/unit ;763/unit $1.80/sf. ;1.82/sf. Zone B $ 920/unit $ 930/unit $535/unit $541/unit $1.05/of. $1.06/sf. The adopted Major Thoroughfare and Bridge Fee Programs also contain provisions for granting credit for the dedication of right-of-way and for grading the transportation corridors. Revision of the fees by the proposed cost index also requires adjustment to the values of credit earned by developers. The following adjusted credit values are proposed to be adopted for the San Joaquin Hills and Foothill/Eastern Major Thoroughfare and Bridge Fee Program: SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Corridor Segment Credit Rate Jamboree to Station 511+50 $151,341 per acre road easement Station 511+50 to Moulton Parkway ;125,423 per acre road easement Moulton Parkway to Paseo de Colinas $126,214 per acre road easement Transportation Corrid0• (cies • Page 3 FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Corridor Segment Credit Rate Foothill/Eastern Corridor $138,485 per acre road easement Revised credit for right-of-way dedication will be given at the rate of $50,520 per acre except for slope easements and a 120-foot wide strip along centerline of the Transportation Corridor which would normally be required for arterial highway dedi- cation. RECOMMENDATION Adopt the revised cost estimates, fees and credit rates and request each member agency to adopt the revised Transportation Corridor Major Thoroughfare and Bridge Fee Programs within their jurisdictional boundaries. K. R. Smith Chairman, Subcommittee on KRS:nk Fee Structure Review Technical Advisory Committee FINAL ERRATA MEMORANDUM FOR "FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY" (Incorporating All Previous Errata Memoranda The following are necessary corrections in the above amended Agreement draft : Page Section Correction Explanation Cover Delete "HILL" after Typographical error . "FOOTHILL" . 1 Intro . Substitute "Foothill/ Wrong Corridor . Eastern" for "San Joaquin Hills" 4 2 . 2 b . Leave in "whenever Acceptable deviations possible . " inevitably will occur . 5 2 . 2 The last sentence Illustrates standards in of the next to the conformance with Party last paragraph should MOU, etc . language be revised to read: incorporated as Exhibit "Except for mainte- "A" to original nance of the facilities Agreement , within concept relating to collection of original Agreement of tolls and insuring language . that the major bridges or thoroughfares constructed pursuant to this Agreement comport to those design elements incorporated into Interstate 280 near the San Francisco Bay Area. " 5 2 . 3 a. Insert the word Inadvertently omitted "design" before from original language . "financing , . . 9 3 . 7 Delete "such" prior Typographic error . to "special meetings . . . " Page Section Correction Explanation 11 4. 1 Add the following Adds specificity to to the last sentence: parallel provision of . . and as required Section 11 . 1 re I by provisions of any obligation to continue I applicable bond imposition of fees . I indentures . " { 12 4. 3 111 Add the following: Clarifies that Parties . . to hold said hold fees in trust for I fees in trust for the Agency between collection) Agency, and . . and payment to Agency. I before . . to pay . . . it 15-16 7 . 1 111 The following para- Inadvertently omitted graph should be from original agreement included at the end for Eastern/Foothill of this paragraph: Transportation Corridor "Upon the approval Agency, though included I of not less than in San Joaquin Hills I two-thirds (2/3) Transportation Corridor I of the Board Members! Agency Agreement . I the Agency may Revision reflects San I participate in the Joaquin Hills Agreement I above-mentioned language with terminology) statutory powers for corrections . I bond financing of the fees specified herein: provided . however . { that the fees collected by any Party may be excluded as security { for or as a source for { such financing if the Board , upon the approval of not less than two-thirds (2/3) of its Members . { so provides . " 16 8 . 2 In the 9th line after No further assessments the word "fees" delete will be levied . the words "and assess- ments" and insert the words " ap id by,, . -2- Page Section Correction Explanation 17 9 . 1 Change "Administration Typographical error . 11 to "Admission" in caption. 18 10 . 11{2 Add at the end of the Consistency with preced- first sentence : . . ing paragraph. or upon transfer of I title to the corridor to the California { Department of Transpor- tation and full satis- faction of all financial { obligations of the Agency. I 25 Delete entire page . Inadvertent insertion of redundant face sheet . MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AND FOOTHILWEASTERN TRANSPORTATION CORRIDORS EXHIBIT "A" Page Section Correction Explanation Cover Add "by Transporta- Distinguish between I tion Corridor Agencies" EMA and JPA I after "<Revised . . . " "Agencies . " 2 Executive Add "(Transporta- Distinguish between I Summary tion Corridor" EMA and JPA { between the proposed "Agency. " insertion of . , by the Agency . . in the " and " . Agency in the middle of the page . -3- i • Page Section Correction Explanation 2 Executive Add° the following Grandfathers in pre- Summary to the third paragraph existing agreements from the bottom of by the Parties the page : . . gr under previous I by agreements with procedures . I Parties executed prior to the effective date I of this First Amended and Restated Agreement . " 8 III 113 Sentence on line 5 SB 2048 and SB 2049 should read : were signed by the "Legislation Governor on Sunday, (SB 2048 and SB 2049 , 9/25/88 , and have Chapters 1363 and become Chapters 1363 1364, respectively and 1364, of the Statutes of respectively. 1988) also has been enacted which designates the Eastern and Foothill Transportation Corridors as State Routes 231 and 241 , respectively. " 9 W.A. Insert after It is uncertain "California Construc- whether the tion Cost Index. " California the following Construction Cost or other Index will be I comparable index continued in future i selected by the Board . " years . I 10 TABLE Insert column headings Inadvertent VI-2 of "Foothill" , omission. I "Eastern" and "Total". I 21 VII .B . Substitute "Imprensa Correction for 1 "Zone All Street" for A11 14 accurate legal I UtXTA$)� and "Santa description. I Margarita Parkway" I for �tt�X�i/ �tlttballi• I -4- Page Section Correction Explanation 31 XI . Revise second sentence Language Last if to read . Whenever clarification. subdivisiono approvals are conditioned upon requirements to grade11 { and . . an agreement with the applicable Agency and { county or applicable city 31 XI Add the following Preserves validity at the beginning of of any pre-existing the last sentence on agreements the page : "Except establishing amount I when otherwise provided of reimbursement I by an agreement entered entitlements 1 into by a Party prior entered into by the to the effective date Parties under I of this First Amended previous procedures . ) and Restated Agreement , I 32 XI Correct the next to No reimbursement the last sentence at agreements yet the top of the page approved . However , to read : "A developer requirement to shall be entitled to subordinate to bond reimbursement fotlA debt service I obligations I (15)40 Ota after undoubtedly would I acceptance of improve- excess be for a ments by . . term in excess of the fifteen (15) years , thereby making such agreements valueless . -5- Page Section Correction Explanation 32 XI Insert the following Advance of funds to sentence before the the Agency in last sentence of the excess of paragraph concluding obligation to pay on the top of page fees is the interim 32 : "Except for the means of financing I initial issuance and corridor I sale of bonds by construction, which I Agency, repayment of should be I all existing reimburse- incorporated into 1 ment agreement obliga- permanent bond I tions by Agency shall financing as it I be funded by any becomes available I subsequent boissue to Agency. I and satisfinded upon Assessment and tax I receipt of bond liens created by I proceeds . " Mello-Roos and I assessment districts for that purpose then could be eliminated . 32 XI Insert in the last Same as above . sentence of the third paragraph: "However , except as otherwise I Provided herein no I reimbursements shall be made until all . . . " -6- • s Pave Section Correction Explanation 32 XI Insert the following Avoids doubling of language at the end overlapping public of line 9 : "Satis- debt for the same I faction of such purpose, i . e . I reimbursement obliva- corridor { tions , however , in the construction; and I event funds used to guarantees a { construct corridor substitution of I facilities in excess Agency bond debt I of fee izations for property owner I are derived from assessment or tax I Assessment District lien debt . I or Mello-Roos Mello-Roos I Community Facilities Community 1 District bonds shall Facilities or I be made to such Assessment District I districts in a manner bonds used to I which will reduce the finance corridor 1 amount of such bonds construction I in proportion to the creating I reimbursement payment reimbursement I made by Agency. obligation would I then be retired by subsequent permanent bond financing of Agency. 33 XI . 2 . Insert . . or See prior { other comparable index explanation re : I selected by the Board . Section IV.A. { " after "California Construction Cost Index, . . " 34 XII . Same correction as Same explanation as above . above . 35 XIII . Substitute "Agency" Consistency of for " . . each JPA" terminology. in the second to last sentence . WP+128 ERICKSON -7- • • FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ORIGINAL TABLE OF CONTENTS Paee RECITALS . . . . . . . . . . . . . . . . . . . . . . . 1 I . DEFINITIONS . . . . . . . . . . . . . . . . . 3 II . PURPOSE AND POWERS . . . . . . . . . . . . . 4 2 . 1 Agency Created . . . . . . . 4 2 . 2 Purpose of the Agreement; Common Powers to be Exercised . . . . . . . . . . . . 4 2 . 3 Powers . . . . . . . . . . . . . . . . . 5 III . ORGANIZATION . . . . . . . . . . . . . . . 6 3 . 1 Membership . . . . . . . . . . . . . . . 6 3 . 2 Board . . . . . . . . . . . . . 6 3 . 3 Principal Office . . . . . . . . . . . . 7 3 . 4 Meetings . . . . . . . . . . . . . . . . 8 3 . 5 Quorum . . . . . . . . 8 3 . 6 Powers and Limitations Thereon . . . . . 8 3 . 7 Minutes . . . . . . . . . . . . . . . . 8 3 . 8 Rules . . . . . . . . 8 3 .9 Vote or Assent of Parties . . . . . . . 9 3 . 10 Officers . . . . . . . . . . . . . . . . 9 3 . 11 Committees . . . . . . 9 3 . 12 Additional Officers and Employees . . . 9 3 . 13 Bonding Requirement . . . . . . 10 3 . 14 Status of Officers and Employees . . . . 10 IV. FEES . . . . . . . . 10 4. 1 Imposition of Major Thoroughfare and Bridge Construction Fee by Members . . . . . . . . . . . 11 4. 2 Annual Review of Fees . . . . . . . . . 11 4. 3 Payment . . . . . . . . . . 11 4.4 Compensation of Agency for Acquisition of Rights-of-Way . . . . . . 12 V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES . . . . . 12 5 . 1 Joint Action with Other Agencies . . . . 12 5 . 2 Communications Between Corridor Agencies . . . 13 5 . 3 Lending and Borrowing of Funds Between Agencies . . . . . . . . . . . . 13 -i- VI . BUDGETS AND DISBURSEMENTS . . . . . . . . . . 13 6. 1 Annual Budget . . . . . . . . . . . . . 13 6 . 2 Disbursements . . . . . . . . . . . . . 13 6 .3 Accounts . . . . . . . . . . . 13 6. 4 Expenditures Within Approved Annual Budget . . . . . . . . . . . . . 14 6 . 5 Audit. . . . . . . . . . . . . . . . . . 14 VII . SECURITIES . . . . . . . . . . . . . . . . 14 7 . 1 Securities . . . . . . . . . . . . . . . 14 VIII . LIABILITIES . . . . . . . . . . . . . . . 15 8 . 1 Liabilities . . . . . . . 15 8 . 2 Hold Harmless and Indemnify . . . . . . 15 IS. ADMISSION AND WITHDRAWAL OF PARTIES . . . . . 16 9 . 1 Admission of New Parties . . . . . . . . 16 9 . 2 Withdrawal . . . . . . . . . . . . . . . 16 X. TERMINATION AND DISPOSITION OF ASSETS . . . . 17 10 . 1 Termination . . . . . 17 10. 2 Distribution of Property and Funds . . . 17 %I . MISCELLANEOUS . . . . . . . . . . . . . . . . 18 11 . 1 Amendments . . . . . . . . . . . . . . . 18 11 . 2 Notice . . . . . . . . . . . . . . . . 18 11 .3 Effective Date . . . . . . . . . . . . . 18 11 . 4 Arbitration. . . . . . . . . . . . . 19 11 . 5 Partial Invalidity . . . . . . . . . . . 20 11. 6 Successors . . . . . . . . . . . . . . .20 11 . 7 Assignment . . . . . . . . . . . . . . . 20 11 . 8 Execution . . . . . . . . . . . . . . . 20 -ii- FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entered into, pursuant to Sections 11 . 1 and 11 .3 , by and among the following public agencies as of theo2/dt day of , 1988 , the date on which eight or more of the following public agencies executed this First Amended and Restated Joint Exercise of Powers Agreement Creating the Foothill/Eastern Transportation Corridor Agency: (a) County of Orange (b) City of Anaheim (c) City of Irvine (d) City of Mission Viejo (e) City of Orange (f) City of San Clemente (g) City of San Juan Capistrano (h) City of Santa Ana (i) City of Tustin (j ) City of Yorba Linda R E C I I A L I A. The California State Legislature adopted Chapter 708, Statutes 1984 , adding Section 66484.3 to the Government Code authorizing the County of Orange and any city within the County of Orange to require by ordinance the payment of a fee as a condition of approval of a final map or as a condition of issuing a building permit, for the purpose of defraying the actual or estimated cost of constructing bridges over waterways , railways , freeways , and canyons or constructing major thoroughfares . B. The Parties to this Agreement have territorial jurisdiction within the Area of Benefit of the Foothill and Eastern Transportation Corridor , and desire to impose such a fee pursuant to Government Code Section 66484. 3 in order to finance the planning, acquisition and construction of major thoroughfares and bridges in the Foothill and Eastern Transportation Corridors . The Parties hereto have the common power to conduct such transportation planning, financing and construction. C . It has been determined by the Parties hereto that it is in the best interests of the respective Parties to join together to administer the funds provided by these fee programs , and to plan, acquire and construct said thoroughfares and bridges . D. Each of the Parties is authorized to contract with each other for the joint exercise of any common power under Article 1 , Chapter 5 , Division 7, Title 1 of the Government Code of the State of California. E. The Parties hereto recognize that, in order to serve the purposes stated herein, the imposition of fees in excess of the above-described fees should not be required or recommended as a condition to any annexation, incorporation or other reorganization involving territory claimed or controlled by the Parties hereto. F. The Parties hereto recognize that, in order to serve the purpose stated herein, additional funding other than that received from the above-described fees must be obtained . Each Party has agreed to cooperate in obtaining additional financing, including, but not limited to, debt financing, assessment districts , special legislation, toll revenue financing, Arterial Highway Financing program funds and other forms of governmental grants-in-aid. G. The Parties hereto recognize that in accordance with the principals of sound community planning, future land use decisions should not upset the balance between land use intensity and adequate transportation facilities . H. It is anticipated by the Parties hereto that any major thoroughfares or bridges constructed pursuant to this Agreement shall comport with those standards for scenic highways set forth in Streets and Highways Code Section 261 . -2- NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained , the Parties hereto agree as follows : I . DEFINITIONS For the purposes of this Agreement , the following words shall have the following meanings : a. "Agreement" means this First Amended and Restated Joint Exercise of Powers Agreement, as amended from time to time . b. "Agency" means the FOOTHILL and EASTERN TRANSPORTATION CORRIDOR AGENCY. C . "Annual Budget" means the approved budget applicable to the expenses of administration of the Agency. d . "Board Members" means those persons serving as members of the Board or their alternates . e . Board" means the governing body of the Agency. f . "Ex Officio Member" means Board Member who do not have a vote in Agency matters and whose presence shall not be counted in determining whether a quorum sufficient to transact Agency business exists . g. "Executive Director" means the chief operating employee selected by the Board to manage the day-to-day activities of the Agency, including, but not limited to, the appointment and removal of all employees of the Agency except those described in Section 3 . 11 below. The Executive Director shall not be an employee of any individual Party. h. "Fiscal Year" means July lot to and including the following June 30th. i . "Party" means each of the public entities which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder , including any -3- public entity executing an amendment of the original agreement as hereinafter provided. j . "Quarter" means July 1st to and including September 30th, October 1st to and including December 31st , January 1st to and including March 31 and April 1st to and including June 30th. II . PURPOSE AND POWERS 2 . 1 Agency Created There is hereby created a public entity to be known as the "FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY. " The Agency is formed by this Agreement pursuant to the provision of Article 1 , Chapter 5 , Division 7, of Title 1 of the Government Code of the State of California. The Agency shall be a public entity separate from the parties hereto. 2 . 2 Purpose of the Aereement . Common Powers to be Exercised . Each Party has the common power to plan for , acquire, construct , maintain, repair , manage, operate, and control facilities for one or more of the following purposes : a. The financing of and the imposing of fees for the planning and construction of major thoroughfares and bridges ; b. The power to plan for , acquire, and construct environmentally-sensitive thoroughfares and bridges to conform to the technical standards of the California Department of Transportation (CALTRANS) and the Federal Highway Administration (FHWA) whenever possible. The purpose of this Agreement is to jointly exercise the foregoing common powers to undertake such studies and planning relative to the Foothill and Eastern Transportation Corridors as may be necessary to establish areas of benefit , to recommend to the Parties the adoption of local ordinances and the undertaking of all acts necessary for the imposition of fees by the Parties pursuant to Government Code Section 66484. 3 and to fund , plan, acquire, and construct the major -4- thoroughfares and bridges in the Foothill and Eastern Transportation Corridors . Except for maintenance of the facilities relating to collection of tolls and insuring that the major bridges or thoroughfares constructed pursuant to this Agreement comport to those design elements incorporated into Interstate 280 near the San Francisco Bay Area. The Agency shall not maintain or operate, or incur liability for the maintenance or operation of the facilities constructed pursuant to this Agreement , except as otherwise provided herein. Board planning policy has and shall continue to respond to those various memoranda of understanding, resolutions , minute orders and policy statements of Parties , attached as Exhibit "A" to the prior form of this Agreement and collectively incorporated in the "Issues Inventory Manual" adopted by the Board on August 13 , 1987 . 2 .3 Powers The Agency shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of the Parties in studying and planning ways and means to provide for the design, financing, and construction of the Foothill and Eastern Transportation Corridors ; b. To make and enter into contracts ; C . To contract for the services of engineers , attorneys , planners , financial consultants , and separate and apart therefrom to employ such other persons , as it deems necessary; d . To appoint agents ; e. To lease, acquire, construct, manage, maintain and operate any buildings , works or improvements ; f . To acquire , hold , or dispose of property by any lawful means , including without limitation, gift, purchase, eminent domain, lease, lease purchase or sale ; g. To incur debts , liabilities , or obligations subject to limitations herein set forth; -5- h. To receive gifts , contributions and donations of property, funds , services and other forms of financial assistance from persons , firms , corporations and any governmental entity; i . To sue and be sued in its own name; j . To apply for an appropriate grant or grants under any federal , state, or local programs for assistance in developing any of its programs ; k. To adopt rules , regulations , policies , by-laws and procedures governing the operation of the Agency; 1 . To exercise those powers authorized in Chapter 5 (commencing with Section 31100) of Division 17 of the Streets and Highways Code in accordance with Government Code Section 66484. 3(f) ; and M. To the extent not herein specifically provided for , to exercise any powers in the manner and according to the methods provided under applicable laws . III . ORGANIZATION 3 . 1 Membership. The Parties to the Agency shall be the public entities which have executed or hereafter execute this Agreement , or amendment , thereto, and which have not, pursuant to the provisions hereof, withdrawn therefrom. 3 .2 Board • a. The Board shall consist of the following : (i) one voting Board Member appointed by the legislative body of each of the following Parties pursuant to Section 3 . 1 above : The cities of Anaheim, Irvine , Orange, Mission Viejo, San Clemente, San Juan Capistrano, and Santa Ana, Tustin and Yorba Linda. -6- (ii) two voting Board Members from the County of Orange, said members to be the duly elected supervisors for the Third and Fifth County of Orange Supervisorial Districts . (iii) The Board may, from time to time, appoint additional ex officio members . b. Except for ex officio members , each Board Member shall be a current member of the legislative body of the Party each member represents . C . Each Board Member shall also have an alternate appointed by the legislative body of the Party represented by such Board Member . With the exception of the alternates to the Board Members representing the County of Orange, an alternate Board Member must also be a current member of the legislative body of the Party such alternate represents . An alternate Board Member shall assume all rights and duties of the absent Board Member . d . Each Board Member and alternate shall hold office from the first meeting of the Board after appointment by the city council or Board of Supervisors until a successor is named . Board Members and alternates shall be appointed by and serve at the pleasure of their appointing body and may be removed at any time, with or without cause, at the sole discretion of the legislative body of the Party such Board Member represents subject, however , to the provisions of Section 3 . 2 a. (ii) . e. A Board Member shall receive only such compensation from the Agency for his/her services as may be approved by not less than two-thirds (2/3) of the Board Members . f . A Board Member may be reimbursed for expenses incurred by such Board Member in the conduct of the business of the Agency. 3 . 3 Principal Office . The principal office of the Agency shall be established by the Board and shall be located within the County of Orange . The Board is hereby granted full power and authority to change said principal office from one location to -7- another in the County of Orange. Any change shall be noted by the secretary of the Board under this Agreement but shall not be considered an amendment to this Agreement . 3 .4 Meetines . The Board shall meet at the principal office of the Agency or at such other place as may be designed by the Board . The time and place of regular meetings of the Board shall be determined by resolution adopted by the Board ; a copy of such resolution shall be furnished to each Party. Regular, adjourned, and special meetings shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act , Government Code Section 54950 et . seq. , as amended . 3 . 5 Quorum. Not less than two-thirds (2/3) of the Board Members shall constitute a quorum for the purposes of the transaction of business relating to the Agency. 3 . 6 Powers and Limitations Thereon. All of the powers and authority of the Agency shall be exercised by the Board, subject however , to the reserved rights of the Parties as herein set forth. Unless otherwise provided herein, each Board Member or participating alternate Board Member shall be entitled to one vote, and except as otherwise provided herein, a vote of the majority of those present and qualified to vote may adopt any motion, resolution, or order and take any other action they deem appropriate . 3 . 7 Minutes . The secretary of the Agency shall cause to be kept minutes of regular , adjourned regular and special meetings of the Board , and shall cause a copy of such minutes to be forwarded to each Board Member and to each Party. 3 . 8 Rules . The Board may adopt from time to time rules and regulations for the conduct of its affairs consistent with this Agreement . -8- 3 . 9 Vote of Assent of Parties . The vote, assent , or approval of Parties in any matter requiring such vote, assent or approval hereunder shall be evidenced by a certified copy of the action of the governing body of such Party filed with the Agency. It shall be the responsibility of the Executive Director to obtain certified copies of said actions . 3 . 10 Officers . There shall be selected by the Board from its membership, a chairman and a vice chairman. The Board shall appoint a secretary who may be a Member . The Board shall appoint an officer or employee of the Board or an officer or employee of a Party to hold the offices of treasurer and auditor for the Agency. Such offices may be held by separate officers or employees or may be combined and held by one such officer or employee, as provided by the Board . Such person or persons shall possess the powers and the duties of, and shall perform the treasurer and auditor functions for the Agency and those functions required by Government Code Sections 6505 , 6505 . 5 , and 6505 . 6, including any subsequent amendments thereto. The chairman, vice chairman, secretary, treasurer and auditor shall hold office for a period of one year commencing July 1st of each year . Except for the Executive Director , any officer , employee, or agent of the Board may also be an officer , employee or agent of any of the Parties . The appointment by the Board of such a person shall be evidence that the two positions are compatible. 3 . 11 Committees , The Board may, as it deems appropriate, appoint committees to accomplish the purposes set forth herein. Any meeting of such a committee shall be deemed to be a meeting of the Agency for compensation purposes only and all such meetings shall be open to all Board Members , unless the presence of Board Members who are not members of such committee would violate the provisions of the Ralph M. Brown Act, Government Code Section 54950 et seq. , as amended . 3 . 12 Additional Officers . The Board shall have the power , upon the approval of not less than two-thirds (2/3) of the Board Members , to -9- appoint such additional officers as may be appropriate. Such officers may also be, but are not required to be , officers and employees of a Party. 3 . 13 Bonding Requirement . The officers or persons who have charge of , handle, or have access to any property of the Agency shall be so designated and empowered by the Board . Each such officer or person shall be required to file an official bond with the Board in an amount which shall be established by the Board . Should the existing bond or bonds of any such officer or persons be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be appropriate expenses of the Agency. 3 . 14 Status of Officers and Employees . All of the privileges and immunities from liability, exemption from laws , ordinances and rules , all pension, relief , disability, workers compensation, and other benefits which apply to the activities of officers , agents , or employees of any of the Parties when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement . None of the officers , agents , or employees appointed by the Board shall be deemed , by reason of their employment by the Board, to be employed by any of the Parties or , by reason of their employment by the Board, to be subject to any of the requirements of such Parties . IV. FEES 4. 1 Imposition of Major Thoroughfare and Bridge Construction Fee by Parties . On or before the effective date of this Agreement (or , in the case of a new Party, on or before the date on which that Party becomes signatary to this Agreement) , each Party shall require by ordinance the payment of a fee as a condition of issuance of a building permit within the Area of Benefit , for the purposes of defraying the actual or estimated cost of -10- constructing major thoroughfares and bridges , in accordance with California Government Code Section 66484. 3 . Said fee shall be in the form, and in those amounts set forth in the "Major Thoroughfare and Bridge Fee Program For the San Joaquin Hills Transportation Corridor and Foothill/Eastern Transportation Corridors ," attached hereto as Exhibit "A" and incorporated by reference herein. The imposition of said fee by each Party shall be a condition precedent to that Party' s participation in the Agency, and each Party covenants to continue the imposition of such fees as required herein and as required by provisions of any applicable bond indentures . " 4. 2 Annual Review of Fees . At least once annually, the Board shall undertake a review of the above-described fee program and may, upon approval of not less than two-thirds (2/3) of its Members , modify the fee to be imposed by the Parties hereto. Each Party shall impose said revised fee within one hundred twenty (120) days , and if a Party fails to impose said fees , repeals the enabling ordinance or fee requirement or otherwise disables itself from the collection and remittance of said fees to the Agency, on the effective date of any such action or upon expiration of the aforementioned time period, whichever is sooner , such action shall be deemed the withdrawal of that Party from the Agency, subject to the conditions specified in Section 9 .2 below. 4. 3 Payment . Each Party agrees to hold said fees in trust for the Agency, and to pay said fees to the Agency in quarterly payments , within sixty (60) days after the end of each quarter . The Board may authorize an audit of any Party to determine whether said payments of fees accurately reflect each Party' s obligations under this Agreement . Unpaid fees shall bear interest at a rate to be determined by the Board . In the event that any Party fails to remit said fees to the Agency, said failure may be deemed by the Board to be a withdrawal of that Party from the Agency subject to the conditions specified in Section 9.2 hereof . In the event that any dispute arises as to the amount of fees assessed any person under the fee program, any aggrieved person may appeal the decision of a Party hereto -11- regarding the appropriate amount of the assessment to the Agency, in accordance with the rules and regulations established by the Agency, which decision shall be final . In the event that any Party hereto becomes a Party to litigation regarding the legality of the fee program, the Board , where it deems appropriate , may defend such action or lend other assistance to said Party in said action. 4. 4 Compensation of Agency for Acquisition of Rights-of-Way. When it is within its power to do so, each Party shall be individually responsible for the preservation and acquisition by dedication pursuant to Title 7 , Divisions 1 . and 2 . of the Government Code of rights-of-way and similar property interests within its territory which are necessary to accomplish the purposes of this Agreement . In the event that a Party fails to acquire these rights-of-way by the above-mentioned means after the route alignments for the Foothill and Eastern Transportation Corridors are established and accepted by the Agency, or fails to preserve such rights-of-way and property interests by the above mentioned means which were established by the County of Orange prior to such establishment and acceptance by the Agency, that Party shall compensate the Agency for all costs (including attorneys ' fees) incurred by the Agency in acquiring said rights-of-way and property interests . V. RELATIONS WITH OTHER MAJOR THOROUGHFARE AND BRIDGE FEE AGENCIES 5 . 1 Joint Action with Other Agencies . In the event that other major thoroughfare and bridge fee agencies are formed for the purpose of planning, coordinating, acquiring, financing, constructing, maintaining, repairing, managing, operating and controlling major thoroughfares and bridges in the San Joaquin Hill , Transportation Corridor or other transportation corridors , the Board is authorized to make or perform any agreement to join with said agencies in the planning and implementation of said thoroughfares and bridges , when for any purpose otherwise permitted by law, the Board deems it appropriate . -12- 5 .2 Communications Between Corridor Agencies . In the event that the agencies described in Section 5 . 1 above are formed, the chairman or his designate shall meet with the chairmen, or their designates , of said agencies at least quarterly, for the purpose of coordinating the planning, financing and construction activities of the various agencies . 5 .3 Lending and Borrowing of Funds Between A¢enries . When it is found to be beneficial to the purposes of the Agency and otherwise permitted by law, and serves the general purpose of improving transportation facilities in Orange County, the Board is authorized to lend and borrow available funds and services to or from the agencies described in Section 5 . 1 above, upon the approval of not less than two thirds (2/3) of the Board Members . The Board shall specify the date and manner in which the funds or services shall be repaid and may provide for the payment of interest on the loan. VI . BUDGET AND DISBURSEMENTS 6 . 1 Annual Budeet . The Board shall adopt upon the approval of not less than two thirds (2/3) of the Board Members , an annual budget, for the ensuing fiscal year , pursuant to procedures developed by the Board . 6 . 2 Disbursements . The auditor shall draw warrants upon the approval and written order of the Board. The Board shall requisition the payment of funds only upon approval of such claims or disbursements and such requisition for payment in accordance with rules , regulations , policies , procedures and bylaws adopted by the Board. 6 . 3 Accounts . All funds will be placed in object accounts and the receipt, transfer , or disbursement of such funds during the -13- • • term of this Agreement shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities . There shall be strict accountability of all funds . All revenues and expenditures shall be reported to the Board . 6 . 4 Expenditures Within ADDroyed Annual Budget. All expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Executive Director in accordance with the rules , policies and procedures adopted by the Board . Notwithstanding the above, no expenditures shall be made for the purpose of the acquisition of rights-of-way or similar property interests except upon the approval of not less than two-thirds (2/3) of the Board Members . No expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time, be submitted to the Board. 6 . 5 Audit . The records and accounts of the Agency shall be audited annually by an independent certified public accountant and copies of such audit report shall be filed with the County Auditor , State Controller and each Party no later than fifteen (15) days after receipt of said audit by the Board . VII . SECURITIES 7 . 1 Securities . Upon the approval of the Board, the Parties , or the Agency, may participate in any statutory power for the issuance of securities to finance the fees authorized by Government Code Section 66484.3 , including the power to establish one or more community facilities districts under the Mello-Roos Community Facilities District Act of 1982 , Government Code Section 53311, et seq. , or any other applicable legislation. Other than the fees specified herein, no funds of a Party shall be utilized as security or as a source for the payment or redemption of any securities of the Agency without the consent of the legislative body of that Party. -14- • Ix. ADMISSION AND WITHDRAWAL OF PARTIES 9 . 1 Admission of New Parties . It is recognized that public entities , other than the original Parties , may wish to participate in the Agency. Additional public entities may become Parties to the Agency upon such terms and conditions , including, but not limited to, financial contributions , as provided by the Board and upon the unanimous consent of the Parties evidenced by the execution of a written amendment to this Agreement , executed by all of the Parties , including the additional Party. 9 .2 Withdrawal. It is fully anticipated that each Party hereto shall participate in the Agency until the purposes set forth in Section 2.2 above are accomplished . The withdrawal of any Party, either voluntarily or involuntarily pursuant to Sections 4. 2 and 4. 3 above, unless otherwise provided by the Board , shall be conditioned as follows : (i) in the case of a voluntary withdrawal, written notice shall be given one hundred and twenty (120) days prior to the end of a fiscal year ; (ii) the fee program established by the Party pursuant to this Agreement , shall remain in effect for a period of at least four (4) years after the adoption and for any additional period of time in which the Agency has theretofore made a financial commitment secured by the receipt of such fees , including by way of illustration, but not limitation, bonds which have been issued or authorized for issuance by the Agency, and letters of credit or other reimbursement obligations owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency; (iii) said withdrawal shall not relieve the Party of its proportionate share of any debts or other liabilities incurred by the Agency prior to the effective date of the Party's withdrawal, nor any liabilities imposed upon or incurred by the Party pursuant to this Agreement prior to the effective date of the Party' s withdrawal; and (iv) said withdrawal shall result in the forfeiture of that Party' s rights and claims relating to distribution of property and funds upon termination of the Agency, as set forth in Section 10. 2 below. -16- Upon the approval of not less than two-thirds (2/3) of the Board Members , the Agency may participate in the above-mentioned statutory powers for bond financing of the fees specified herein; provided , however , that the fees collected by any Party may be excluded as security for or as a source for such financing if the Board , upon the approval of not less than two-thirds (2/3) of its Members , so provides . VIII . LIABILITIES 8. 1 Inabilities . The debts , liabilities , and obligations of the Agency shall be the debts , liabilities , or obligations of the Agency alone and not of the Parties , unless expressly specified herein. 8.2 Hold Harmless and Indemnity. Each Party hereto agrees to indemnify and hold the Agency and the other Parties harmless from any liability for damages , actual or alleged , to persons or property arising out of or resulting from negligent acts or omissions of the indemnifying Party or its employees . Where the Agency, the Board itself or its Members agents or employees are held liable for injuries to persons or property, each Party' s liability for contribution or indemnity for such injuries shall be based proportionately upon the fees paid by of each Party. In the event of liability imposed upon any of the Parties or upon the Board created by this Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the Parties in the performance of this Agreement , the contribution of the Party or Parties not directly responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars ($100 . 00) . The Party or Parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend , and hold the Agency and all other Parties harmless from any liability for personal injury or property damage arising out of the performance of this Agreement . -15- X. TERMINATION AND DISPOSITION OF ASSETS 10. 1 Termination. The Agency shall continue to exercise the joint powers herein until the termination of this Agreement and any extension thereof as provided in this Section 10. 1 or until the Parties shall have mutually rescinded this Agreement ; provided, however , that the Agency shall continue to exist for the purposes of : disposing of all claims , payment of debt service with respect to bonds which have been issued or which have been authorized for issuance and satisfaction of other covenants contained in the resolution and trust indenture relating to said bonds , reimbursement owed to financial institutions which have secured such bonds or other parties advancing funds to the Agency and satisfaction of other covenants contained in reimbursement agreements with such financial institutions , establishment and collection of tolls and development fees , the maintenance of toll collection facilities and the facility in accordance with the California Department of Transportation, distribution of assets and all other functions necessary to conclude the affairs of the Agency. Termination shall occur upon the written consent of all of the Parties , or upon the withdrawal from the Agency of a sufficient number of the Parties to leave less than eight Parties remaining in the Agency, or upon transfer of title to the corridor to the California Department of Transportation and full satisfaction of all outstanding financial obligations of the Agency, or upon transfer of title to the corridor to the California Department of Transportation and full satisfaction of all outstanding financial obligations of the Agency. However , no such termination shall occur until all reimbursement obligations owed to financial institutions securing bonds have been paid and all other financial and contractual obligations of the Agency have been satisfied . 10. 2 Distribution of Property and Funds . In the event of the termination of this Agreement, any property interest remaining in the Agency following the discharge of all obligations shall be disposed of as the Board shall determine with the objective of returning to each Party or former Party a proportionate share of the contributions -17- made to such properties by such Parties , less previous distributions if any, provided however that said funds also shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor , to the extent legally possible . In the event of the termination of this Agreement , any funds remaining following the discharge of all obligations shall be disposed of by returning to each Party (excluding withdrawn Parties as provided in Section 9 . 2 hereof) a proportionate share of such funds equal to the percentage of the contribution made by each Party, less each Party' s proportionate share of previous distributions , if any, provided that said funds shall be expended to construct major arterial transportation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor , to the extent legally possible . %I . MISCELLANEOUS 11 . 1 Amendments . This Agreement may be amended with the approval of not less than three-fourths (3/4) of all Parties ; provided, however , that no amendment may be made which would adversely affect the interests of the owners of bonds , letters of credit or other financial obligations of the Agency. 11 .2 Notice . Any notice or instrument required to be given or delivered by depositing the same in any United States Post Office, registered or certified, postage prepaid , addressed to the Parties , shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of the same in the United States Post Office for transmission by registered or certified mail as aforesaid . 11 .3 Effective Date . This Agreement shall be effective at such time as this Agreement has been executed by any eight or more of the Parties enumerated in the introduction of this Agreement . -18- 11 . 4 Arbitration. Any controversy or claim between any two or more Parties , or between any such Party or Parties and the Agency, in respect to the Agency' s operations , or to any claims , disputes , demands , differences , controversies , or misunderstandings arising under , out of , or in relation to this Agreement , shall be submitted to and determined by arbitration. To the extent not inconsistent herewith, the rules of the American Arbitration Association shall apply. The Party desiring to initiate arbitration shall give notice of its intention to arbitrate to every other Party and the Agency. Such notice shall designate as "respondents" such other Parties as the initiating Party intends to have bound by any award made therein. Any Party not so designated but which desires to join in the arbitration may, within ten (10) days of service upon it of such notice , file a response indicating its intention to join in and to be bound by the results of the arbitration, and further designating any other Parties it wishes to name as a respondent . Within twenty (20) days of the service of the initial demand for arbitration, the American Arbitration Association, hereinafter referred to as "AAA", shall submit simultaneously to the initiating and to all Parties named as respondents or filing a response therein, an identical list of names and persons chosen from the AAA National Panel of Arbitrators which persons shall be, to the extent possible, persons first in the field of transportation as well as public law. Each Party to the dispute shall have seven (7) days from the mailing date in which to cross off any names indicating the order of his or her preference, and return the list to the AAA. If a Party does not return the list within such time period , all persons named therein shall be deemed acceptable. From among the persons who have been approved on both lists , in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of an arbitrator to serve . If the Parties fail to agree upon one of the persons named, the acceptable arbitrator is unable to act , or if for any other reason the appointment cannot be made from the submitted list , the AAA shall have the power to make the appointment of the arbitrator from other members of the panel without the submission of any additional list . The arbitrator shall proceed to arbitrate the matter in accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure . -19- 11 . 5 Partial Invalidity. If any one or more of the terms , provisions , sections , promises , covenants or conditions of this Agreement shall to any extent be adjudged invalid , unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms , provisions , sections , promises , covenants and conditions of this Agreement shall not be effected thereby and shall be valid and enforceable to the fullest extent permitted by law. 11 . 6 Successors . This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. 11 . 7 Assignment . The Parties shall not assign any rights or obligations under this Agreement without written consent of all other Parties . 11.8 Execution. The Board of Supervisors of the County of Orange and the city councils of the cities enumerated herein have each authorized execution of this Agreement, as evidenced by the authorized signatures below, respectively. ATTEST: COUNTYMORANG-F Clerk of the Board of Supervisors By Chairman Board of Supervisors ByC3� .�.✓ � Dated OCT 14 1988 APPROVED AS TO FORM: ount Cou e -20- ATTEST: CITY OF ANAHEIM City Clerk City of Anaheim By Mayor Q ,/ By � /� C� \ Dated 0641 1,/� ly�C APPROVED TA FORM: Cit ttorney ATTEST: CITY OF IRVINE City Clerk City of Irvine Bye Mayor By Dated �/ �9 % APPROVES 0 0 .14 City torney ATTEST: CITY OF MISSION VIEJO City Clerk City of Mission Viejo B Mayor Bye Dated APPROVED AS TO FORM: City Attorney -21- ATTEST: CITY OF ORANGE City Clerk City of Orange B Mayor By D4ate — APPRO 'D Af TO FO City Attorney ATTEST: CITY OF SANTA ANA City Clerk City of Santa Ana B Mayor IR — A�1�[� PROVED TO FORM: City A ATTEST: CITY OF SAN CT NTE City Clerk City of San Clemente By Mayor �y By M^-a� Dated APPRO AS TO FORM: %tt`Attney -22- ATTEST: CITY OF AN JUAN CAPISTRANO City Clerk City of San Juan Capistrano By Mayor B Dated / a✓is! /�� APPRO AS TO ORM: Cit Attorney ATTT: CITY OF TUSTIN City Clerk City of Tustin By n Mayor gy Dated Or 4 /7 /9XA APPRO. 0 City XEtornFy ATTEST: CITY OF YORBA LINDA City Clerk (✓�� City of Yo i da \r4 B c o` ` V�t� M yor By Dat ed APPROVE AS TO F RM: i Attorney. ; !�C ,' -23- ORANGE COUNTY TRANSPORTATION COMMISSION June 5, 1986 Honorable Kenneth Friess Mayor, City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Mayor Friess: Enclosed for your files is a copy of the executed Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency. An executive search firm is currently working on recruiting an Executive Director for the Agency. In the meantime, any questions you may have regarding the Agency should be directed to our office. Sincerely, Ronald V Financial Officer Enclosure REK:pt cc: Stan Oftelie Jim Kenan Commissioners: James Beam• Clarice A.Blamer• Ralph B. Clark•Richard B.Edgar Thomas F.Riley James Roosevelt*Harriett M.Wieder•Donald L. Watson 1055 North Main, Suite 516, Santa Ana, California 92701 (714) 834-7581 0 0 TRANSPORTATION CORRIDOR AGENCIES 3347 Michelson Drive, Suite 450 Irvine, California 92715 Foothill/Eastern (714) 553-0867 San Joaquin Hills Corridor Agency FAX (714) 553-1762 Corridor Agency Chairman:Dan Young John Meyer, Executive Director Chairman: Thomas F. Ritev Mayor, City of Santa Ana Supervisor, County of Orange Members: City of Anaheim San Juan Capistrano Members: City of Costa Mesa Irvine Santa Ana Mission Viejo Mission Viejo Tustin Newport Beach Orange Yorba Linda San Clemente San Clemente San Juan Capistrano County of Orange November 30, 1988 Santa Ana County of Orange Ms. Mary Ann Hanover o City Clerk n City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 a COrn rn T yl < v Dear Ms. Hanover, CZ It is a real pleasure to finally be able to transmit a signed-10 original of the First Amended and Restated Joint Exercise of Powers Agreement for your files. This material became of utmost importance to the agencies because until now we did not have the complete agreement in the form of a single document. We realize that we may have been a nuisance over the last month while we were collecting signatures, but we appreciate the cooperative spirit that we have found in all the clerkxs offices around the county. Your city manager has received a conformed copy under separate cover and a conformed copy has been made available to your city' s member of our Board. Thank you for your help in securing the signatures on the originals and if you have any questions about the material please do not hesitate to call. Sincerely, John Meyer Executive Director r I II C • Jowle • 'LMEMBERS OF THE CITY COUNCIL ANTHONY L. BLAND LAWRENCE F. SUCHHEIM (moi- w„o,+Io KENNETH E. FRIESS uleLLneH � IB6I GARY L. HAUSDORFER 177 6 PHILLIP R. SCHWARTZE • CITY MANAGER STEPHEN B JULIAN October 6, 1988 John Meyer, Executive Director Transportation Corridor Agencies 3347 Michelson Drive, Suite 450 Irvine, California 92715 Re: Revisions to Joint Powers Revisions to Joint Powers Agreements Dear Mr. Meyer: The City Council of the City of San Juan Capistrano at its regular meeting held October 4, 1988, approved the First Amended and Restated Joint Exercise of Powers Agreements Creating the San Joaquin Hills Transportation Corridor Agency and Creating the Foothill/Eastern Transportation Corridor Agency. Enclosed is one copy of each Agreement signed by the City. We would appreciate notification when the Agreements have been fully-executed. Thank you for your cooperation. If we can be of further assistance, please call. Very truly4Hover, , Mary Ann CMC City Clerk MAH/cj Enclosures cc: City Manager 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 Applicant: John Matus, 27791 Camino La Rhonda, San Juan Capistrano. Written Communications: Report dated October 4, 1988, from the Director of Community Planning and Development, advising that the proposal was consistent with the General Plan Designation of 1.1 Very Low Density. The report forwarded recommendations of approval from the Traffic and Transportation Commission and the Planning Commission. Public Hearing: Notice having been given as required by law, Mayor Hausdorfer opened the Public Hearing and, there being no response, closed the Hearing with the right to re-open at any time. Exhibits were on display and Dan Fox, Assistant Planner, made an oral report. Approving Tentative Parcel Map 88-260: It was moved by Councilman Schwartze, seconded by Councilman Buchheim that the following Resolution be adopted: RESOLUTION NO. 88-10-4-4 APPROVING TENTATIVE PARCEL MAP 88-260 MATUS - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING TENTATIVE PARCEL MAP 88-260 (MATUS) The motion carried by the following vote: AYES: Councilmen Schwartze, Friess, Buchheim, Bland, and Mayor Hausdorfer NOES: None ABSENT: None RECESS AND RECONVENE Council recessed at 7:27 p.m., to convene the San Juan Capistrano Community Redevelopment Agency, and reconvened at 7:34 p.m. ADMINISTRATIVE ITEMS CITY MANAGER --�>1. REVISIONS TO JOINT POWERS AGREEMENT - SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY AND FOOTHILL EASTERN TRANSPORTATION CORRIDOR AGENCY (600.50) <--- Written Communications: Report dated October 4, 1988, from the Senior Management Assistant, setting forth changes to the Joint Powers Agreements for both corridors and advising that the changes were basically for clarification purposes. -8- 10/4/88 • M Approval of First Amendment: It was moved by Councilman Schwarfze, seconded by Councilman Friess and unanimously carried to approve the First Amendment and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency. The Mayor and City Clerk were authorized to execute the Amendment on behalf of the City. DIRECTOR OF COMMUNITY PLANNING AND DEVELOPMENT 1. FORMATION OF COMMUNITY DEVELOPMENT BLOCK GRANT COMMITTEE FOR YEAR 15, 1989-90 480.20 Written Communications: Report dated October 4, 1988, from the Director of Community Planning and Development, recommending that a committee be formed as a part of the City's Community Development Block Grant Community Participation Program, to review and recommend projects for the City's Year XV (Fiscal Year 1989-90) Community Development Block Grant Application. The committee is to be made up of five members selected by Council as follows: One Member from the Los Rios Review Committee One Member from the Mobile Home Park Review Committee One Member from the Planning Commission Two Members selected at large. Appointment of Committee: It was moved by Councilman Bland, seconded by Councilman Friess and unanimously carried to appoint the following persons to the Community Development Block Grant Committee: Bill Hardy, Gil Jones, Thomas Erin, Terry Dorse, Pam Gibson. 2. CONSULTANT SERVICES FOR PLAN CHECKING (ROGER LEGGETT INC., AND VAN DORP, CHOU AND ASSOCIATES, INC.) (600.30 Written Communications: Report dated October 4, 1988, from the Director of Community Planning and Development, forwarding consultant agreements for plan checking services. The two consultant firms have been providing plan checking services and due to the continuing overload of building permit applications, the report requested that the consultant services be continued. It was estimated that costs for the services would be approximately $126,000 and a budget adjustment from the General Fund was requested. The contracts will expire on June 30, 1990. The consultant is to be compensated for his services in the amount of no more than 75% of the plan review fees. Approval of Consultant Contracts: It was moved by Councilman Schwartze, seconded by Councilman Buchheim and unanimously carried to approve the consultant agreements for building plan checking services with Roger Leggett, Inc., of Huntington Beach and with Van Dorp, Chou and Associates, Inc., of Orange. The Mayor and City Clerk were authorized to execute -9- 10/4/88 AGENDA ITEM October 4, 1988 TO: Stephen B. Julian, City Manager FROM: Jeffrey C. Parker, Senior Management Assistant SUBJECT: Revisions to Joint Powers Agreement for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Corridor Agencies SITUATION: At their September 15, 1988, Board meeting, the Directors of the San Joaquin Hills Transportation Corridor and Directors of the Foothill/Eastern Transportation Corridor were notified by counsel that there would be a request of each of the participating agencies to review and execute the first amended and restated Joint Exercise of Powers Agreement creating both the San Joaquin Hills and the Foothill/Eastern Transportation Corridor Agency. City Manager's staff and the City Attorney have reviewed the amended Joint Exercise of Powers Agreement and feel that the changes are basically for clarification and meet with the basic principles that the City of San Juan Capistrano has established in being a member of the Transportation Corridor Agencies. However, both agreements do have some changes that should be pointed out. To begin with, under both agreements, it is noted that all parties have areas within the area of benefit for the corridors. Secondly, and one of the major changes to the Joint Powers Agreements, is that the agreements now state that toll revenue financing is one of the legally feasible methods of additional financing for the agency. Both agreements also correctly identify the acknowledgment of statutory authorization and Cal Trans requirement regarding agency allocation to maintain toll collection facilities after transfer to Cal Trans. Another main element of the change is the inclusion of the City of Mission Viejo as one of the parties and acknowledgment of the appointment by the legislative body of the parties. With the possible growth of new cities in the south Orange County area, the agreement also was revised to broaden the power of the Board to appoint ex officio members to include the possibility of a newly incorporated city, etc. as ex officio members. The final element of the revised agreement is Exhibit A which reference the major thoroughfare and bridge fee program for both the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Corridors. The revisions to this element of the program are primarily clarification of language and deletion of redundant provisions. However, it is important to note that the fee program reflects the addition of the City of Mission Viejo, the inclusion of the facilities necessary for collection of tolls within the Transportation Corridor, and the currently adjusted fee schedule for the thoroughfare and bridge fee program. The Bridge Fee Program also notes any historical adjustments for the overall program and clarification of language regarding fee adjustments in accordance with historical practice and original intent. To summarize, I believe that the first amendment and OR RY COUNCIL AGENDA.. F C /�/� • AGENDA ITEM - Joint Exercise of Powers Agreement -2- October 4, 1988 restated Joint Exercise of Powers Agreement for both the San Joaquin Hills and the Foothill/Eastern Transportation Corridor Agency has cleaned up and more efficiently established the provisions of the Joint Exercise of Powers Agreement between the cities that belong to the agency. It is therefore the recommendation of staff that the City Council authorize the Mayor to execute the revised Joint Exercise of Powers Agreement for both the San Joaquin Hills and Foothill/Eastern Transportation Corridors. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: Not applicable. FINANCIAL CONSIDERATIONS: Not applicable. NOTIFICATION: Not applicable. ALTERNATE ACTIONS: 1. Authorize the Mayor to execute the first amendment and restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency and the Foothili/Eastern Transportation Corridor Agency. 2. Do not authorize the Mayor to sign the revised Joint Exercise of Powers Agreement for the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency. 3. Request further information. ------------------------------------------------------------------ ------------------------------------------------------------------ RECOMMENDATION: Authorize the Mayor to execute the first amendment and restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency. ------------------------------------------------------------------ ------------------------------------------------------------------ Respectfully submitted, Jeffrey C. Parker JCP:jmf THE FIRST AMENDMENT AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY AND THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ARE AVAILABLE FOR REVIEW IN THE CITY CLERK'S DEPARTMENT