HomeMy WebLinkAboutF-3a - San Joaquin Hills Transportation Corridor - First Amended and Restated Joint Exercise of Powers Agreementober 10, 1988
CITY COUNCIL AGENDA
ITEM NO. F -3(a)
BY THE CITY COUNCIL
CITY OF NEWPORT BEACH
OCT 10 1988
TO: CITY COUNCIL AI!OV �i
FROM: Public Works Department
SUBJECT: SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR - FIRST AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RECOMMENDATIONS:
1. Approve the amended agreement in substantially the form proposed.
2. Authorize the Mayor and the City Clerk to execute the amended
agreement, including authorization to the Mayor to approve
non -substantive changes.
DISCUSSION:
By letter dated September 16, 1988, the San Joaquin Hills
Transportation Corridor Agency (SJHTCA) has requested each of the member
agencies to approve and execute the "First Amended and Restated Joint Exercise
of Powers Agreement." The original agreement, which creates the SJHTCA, was
processed in 1985; with approval by the City of Newport Beach on November 12,
1985.
The need for revisions to the agreement results from review by the
finance team of the SJHTC, and the passage of time since the agreement was
enacted in 1985. These revisions consist primarily of "housekeeping changes" to
clarify the language, and the incorporation of language to reflect the intended
toll road financing and the addition of the City of Mission Viejo as a party.
Attached for Council members are copies of the following:
1. Letter dated September 16, 1988, from Executive Director of the
SJHTCA transmitting the amended agreement.
2. Memo dated September 16, 1988, from General Counsel of the SJHTCA
to the Executive Director describing procedure for adoption of the
amended agreement.
3. Memo dated September 22, 1988, from the General Counsel describing
in detail the proposed changes to the agreement, together with an
errata sheet.
4. Copy of the amended agreement with deletions shown in "strike -out"
form, and additions shown underlined.
Subject: San Joaquin s Transportation Corridor - t Amended and Restated
Joint Exercise of Powers Agreement
October 10, 1988
Page 2
In addition to the amendments to the agreement, the "program document"
is being amended in corresponding fashion. A copy of the revised program
document is available in the Public Works Department for review by interested
parties if desired.
Because of the concurrent review of the amended agreement by eight
member agencies, it is possible that minor revisions in addition to those shown
on the attached copy of the agreement will be needed. It is recommended that
the Mayor be delegated authority to approve further non- substantive changes
prior to execution
J4 F _ 0a
Benjamin B. Nolan '
Public Works Director
BBN:so
• Attachments for Council Members
TRANST'pTATION CORRIDOWGENCIES
ORANGE COUNTY, CALIFO 1A
Foothilll£ astern Transportation Corridor San Joaquin Hills Transportation Corridor .
September 16, 1988
TO: Members of the Board of Directors - F /ETCA
SJHTCA
City Managers, Each Member City
Chief Administrative Officer, County of Orange
FROM: John Meyer, Executive Director
SUBJECT: Amended and Restated Joint Exercise of Powers
Agreements
Yesterday the Agency Boards approved the distribution of the above
document in two parts: a "redlined" copy, showing all the additions
and deletions and a clean copy as proposed. Attached you will find a
letter from legal counsel outlined the procedure, as requested by the
Boards.
By way of background, the finance team, consisting of bond counsel,
underwriter's counsel, First Boston officials and the undersigned,
compiled the necessary changes during a three month period this past
summer. A very preliminary draft was distributed to the banks during
the September 1st workshop, following which it was referred to legal
counsel for final drafting.
Mr. Erickson has assured the Board of his availability to meet with
Board or Agency staff members during the coming week(s) and I will
commit my office to do the same. Please do not hesitate to call on
us!
John Meyer, Executive Director
Enclosures
3347 Michelson Drive, Suite 450, Irvine, California 92715 (714) 553 -0861
•
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NOSSAMAN, GUTHNER, KNOX & ELLIOTT
M E M O R A N D U M
T0: John Meyer, Executive Director
Transportation Corridor Agencies
FROM: James E. Erickson, General Counsel
DATE: September 16, 1988
RE: Procedure for adoption of "First Amended and
Restated Joint Exercise of Powers Agreement[s]"
This memorandum is being submitted in accordance
with the request of the Boards of the Agencies at their
meetings on September 15, 1988.
Section 11.1 of the existing Agreements provide
that they may be amended ". . . with the approval of not
less than three - fourths (314) of all members."
Section h of Article I defines "Members ", together
with "Board Members" as . those persons serving as
members of the Board or their alternates." In contrast,
however, the term "members ", without initial capitalization
of the term, is used consistently throughout the Agreements .
to refer to the cities and counties who are Parties to the
Agreement. Thus, it is our opinion that the proposed
"First Amended and Restated Joint Exercise of Powers.
Agreement must be approved by action of the respective City
Councils and Board of Supervisors of the City and County
Parties to the Joint Exercise of Powers Agreement.
Section 3.10 of the Agreement also provides that
the Executive Director is required to obtain "certified
copies" of the action of the Parties when approval of the
Parties is required by the Agreement. Thus, certified
copies of the Minute Orders or other forms of action by the
respective City Councils and Board of Supervisors by the
respective City and County clerks must be secured.
iThe Boards of the Agencies at their meetings on
September 15, 1988, authorized distribution of the proposed
amended Agreements to the Parties, with request for review
and, approval in any manner selected in their discretion.
Two specific types of approval were considered. The first
was authorization by the City Council or Board of
Supervisors for execution by its Mayor or Chairman of the
Agreement in substantially the form proposed. The second
was authorization by the respective City Councils or Board
of.Supervisors.for such execution by its representative to
the boards of the agencies after satisfaction of stated
preconditions. Any approval of the Agreement, however,
should be "in substantially the form proposed ", because of
the inevitability of stylistic and topographic revisions in
the final.format of the Agreement.
Also, as stated to the Board at this meeting, I
will be pleased to make myself available to answer any
questions regarding provisions of the proposed Agreements,
although I believe that their purpose will be readily
• apparent from the context of the redlined format provided.
In view of the length of time necessary for
agendizing this matter for City Councils and the Board of
Supervisors, I would urge that Board Members and staff of
the Parties represented by them take advantage of next week
to resolve any questions that they may have regarding the
provisions of these proposed Agreements.
As previously stated, the proposed Agreements will
become effective immediately upon execution by
three - fourths of the parties, i.e. six in the San Joaquin
Hills Transportation Corridor Agency and eight in the
Eastern and Foothill Transportation Corridor Agency.
$$COMMENDATION:
1. Board Members and staff of any Party with
questions regarding the provisions with the proposed
• Agreement resolve those questions with the Agency General
Counsel during the week of September 19 through
September 23; and
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2. The City Council and Board of Supervisors of each
Party authorize execution of the proposed Agreement:
• a. In substantially the form presented; or-
b. In substantially the form presented, but with
conceptual changes, with authority delegated to the
Board Member representing that Agency.to approve
provisions regarding such changes; or
C. Another form of approval appropriate in the
descretion of the Party.
3. Execution of the proposed amended Agreement by the
Mayor or Chairman of the respective City Councils or Board
of Supervisors, with attestation by the City Clerk or
County Clerk and approval as to form by the City Attorney
or County Counsel.
is
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TO
FROM:
DATE:
RE:
•
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NOSSAMAN, GUTHNER, KNOX & ELLIOTT
M E M O R A N D U M
John Meyer, Executive Director
Transportation Corridor Agencies
James E. Erickson, Esq.
September.22, 1988
Detailed Explanation of Proposed Revisions in
Joint Exercise of Powers Agreements dated 9/14/88;
and Errata Memoranda
• In accordance with the request at our last Board
meeting on September 15, 1988, I am enclosing for your
distribution to the Parties, a detailed explanation of the
revisions contained in the redlined form of the "First
Amended and Restated Joint Exercise of Powers
Agreement[s] . , creating the Transportation Corridor
Agencies.
Also enclosed for distribution is an Errata
Memorandum, describing necessary corrections in the amended
Agreement forms discovered to date.
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ERICKSON
•
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MEMORANDUM OF EXPLANATION
RE: REVISIONS TO
. ORIGINAL JOINT EB$RCISE OF POWERS AGREEMENT
IN THE
"FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE
SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY"
(Redlined Copy, Dated September 14, 1988)
Paee Section Mlanation
1 Introduction Revisions to reflect procedures
for and effective date of amended
rather than originally adopted
agreement; however, the correct
number of Parties is six, not
eight.
I Recital B
All Parties have areas within the
Area of Benefit.
2 Recital F Toll revenue financing now is one
• of the legally feasible methods of
additional financing.
2 Recital G Reflects current status that these
right -of -way acquisition rights
and obligations anticipated in the
original agreement now have been
assumed by the County and
clarifies the duty of Agency to
assume only re: right -of -way
property.
3 Recital J Termination provisions now have
been relocated to Section 10.1 and
clarified regarding the obligation
to collect funds and pay debt
service on outstanding bond and
other financial obligations.
3 Definition a. Amended to reflect First Amended
and Restated Agreement.
• 3 Definition b. Deletion of redundant language.
6.)
u
A
Pau
Section
Explanation
3
Definition d.
Deletion of duvlicative and
ambiguous terminology.
3
Definition g.
Accurate utilization of
terminology.
4
Definition i.
Accurate utilization of
terminology.
4
2.2
Accurate utilization of
terminology.
5
2.2 11
Accurate utilization of
terminology; and acknowledgment of
statutory authorization and
Caltrans requirement re Agency
obligation to maintain toll
collection facilities after
transfer to Caltrans.
5
2.2 12
Reflects updated incorporation of
various uncoordinated
documentation in previous Exhibit
A in Board approved "Issues
Inventory Manual ".
5
2.3 a.
Utilization of correct terms;
typographical error.in 3 line
( "design" should be included).
5 -6
2.3 f.
Clarification.
6
2.3 1.
Specific incorporation of the El
Dorado Toll Tunnel Authority
powers contained in the Agency
statutory authority to collect
toll revenues.
6
3.1
Gramatical corrections.
6
3.2
Deletion of superfluous provision.
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PT¢e Section
Eltylanation
it 4.1
!
Clarification of language,
utilization of consistent
terminology and specification of
the currently implicit covenant to .
continue.imposition of fees
necessary to. service bond debt or
outstanding obligations.
11 4.3
Correcte the "impression that the
Agency must "bill" its Parties for
fees, the amounts.of which it is
not capable of knowing; and
ackowledges automatic obligation
of Parties to pay such fees to the
Agency within 60 days after the
end of each quarter.
12 4.3 11
Reflects end of assessments and
clarification of withdrawal
provisions:
12 4.3 12
Acknowledges that the assessment
appeal procedures are contained in
the rules and regulations of the
Agency, rather than this Agreement.
12 4.4
Acknowledges that alignments have
been established by the County
prior to creation of the Agency,
and acknowledges that the
obligation of the Parties extends
to such prior alignments as well
as those established by the Agency.
" 13 5.1
Clarification of language.
!
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D
4
r
s
Pace
13 5.3
Caveat that there may be
legislative or other legal
constraints upon the ability to
transfer money between agencies,
such as the specific legislative
prohibition against transfer of
development fees.and toil revenues
between Agencies.
13 6.1
Terminology clarification.
14 6.4
Conformation to existing County
procedures adopted by the Board as
part of the Administrative Code;
and terminology clarification.
14 6.5
Terminology clarification.
14 6.6
Adequate funds are on hand with
which to make reimbursements and
no further assessment against the
Parties is needed.
15 7.1
Clarification of language.
15 8.1
Clarification of language.
15 -16 8.2
Conforms to the original intent to
extend hold harmless and indemnity
provisions to the Agency well
as other parties; typog p
error (should be "... fees paid by
each Party. "); further language
clarifications.
16 9.1
Clarification of language (should
be "Admission ", not
"Administration" of New Parties).
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Paee Section Eplanation
9 IV.A. Clarification of language and more
• accurate reference to Agency
adjustment criteria (should
include: . . or other
comparable index selected by the
Board. ").
10 IV.B. Same, except should be colume
headings: "Foothill ", "Eastern"
and "Total ".
10 V. Reflects the implementation of the
fee program by cities as well as
the county and the joint powers
agencies.
11 V. 11 Includes reference to
"non- traditional" sources of
revenue (e.g. toll revenues) in
addition to "traditional" revenues
with which to fund the portion of
the corridor costs not funded by
• development fees.
These other funds are not
necessarily allocated through CTC
or OCTC; provision is unnecessary,
incorrect and therefore eliminated
11 V. 12 Accurately reflects current status
of State Route designation and
deletion of redundant provisions
regarding federal aid systems.
11 V. 13 Reflects designation as pilot
project under HR2.
11 V. q4 That which is described in this
document now is a "Program" not
simply a "report ".
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12
V. 11
Clarification of language.
12
V. 12
Reflection of the historical fact
that the policy now is
administered by the Agency rather
than the Board of Supervisors.
14
VI. 15
utilization of defined terminology
for accuracy and internal
consistency.
15
TABLE VII -1
Reflects inclusion of the City of
Mission Viejo as a Party of the
Agency whose area included in the
AOB previously was included within
the unincorporated territory of
Orange County, the extent of which
has not yet been precisely
calculated.
17
VII.A. 12
Accurate utilization of
terminology for internal
consistency.
18
VII.A. 11
Accurate utilization of
terminology for internal
consistency.
18
VII.A. 12
Accurate utilization of
terminology.for internal
consistency.
18
VII.B.
Accurate utilization of
terminology for internal
consistency.
19
TABLE VII -2
See comments on revisions to page
15, Table VII -1.
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MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM
FOR
SAN JOAQUIN BILLS TRANSPORTATION CORRIDOR
AND
FOOTHILL /EASTERN TRANSPORTATION CORRIDORS
EXHIBIT "A"
Fur. Section Correction Explanation
Cover Add "by Joint Powers Distinguish I
Agencies" after between EMA and I
"(Revised . . ." JPA9.
2 Executive Add "(Joint Powers Distinguish I
Summary ppe`" after the between EMA and I
proposed insertion JPAs.
of ". . . by the
Agency " in the
middle of the page.
9 IV.A. Insert after It is uncertain
"California Construc- whether the
tion Cost Index." California
the following Construction Cost
" or other Index will be !
comparable index continued in future I
selected by the Board." years.
10 TABLE VI -2 Insert column headings Inadvertent
of "Foothill ", omission. L
"Eastern" and "Total".
31 XI. 17 Revise second sentence Language clarifica
to read 11. . . Whenever tion.
subdivision$ approvals
are conditioned upon 1
requirements to grade I
" and an
agreement with the
applicable Agency and ! ig gty
tii$ / d{+ or �1 aRplicable city
/ i $tii51 /A$$d$7i I
33 XI.2. Insert . . QL_ See prior explana- I
other comparable index tion re: Section I
selected by the Board. IV.A. I
" after
"California Construction
Cost Index, ."
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34
35
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Section
%II.
%III.
•
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EMBIT "A"
Same correction as
above.
Substitute "Agencies"
for ". . . each JPA"
in the second to last
sentence.
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EUl gnat i on
Same explanation as
above.
Consistency of
terminology.
. •
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REDUNED
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN HILLS
TRANSPORTATION CORRIDOR AGENCY
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TABLE OF CONTENTS
0 Pae
RECITALS . . . . . . . . . . . . . . . . . . . . . . . 1
-i-
°2`3.
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
312 ftho6 . . . . . . . . . . . . .. . . . .
6
3.2 Board . .
7
3.3 Principal Office
8
3.4 Meetings . . . . . . . . . . . . . . . .
8
3.5 Quorum . . . . . .
8
3.6 Powers and Limitations Thereon . . . . .
8
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 . . . .
10
IV.
EEES aONTAXISMOM. . . . . . .
11
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 . . . . .
13
5.1 Joint Action with Other Agencies . . . .
13
5.2 Communications Between Corridor
Agencies
13
5.3 Lending and Borrowing of Funds
Between Agencies . . . . . . . . . . . .
13
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VI. BUDGETS AND DISBURSEMENTS . . . . . . . . . .
6.1 Annual Budget . . . . . . .
6.2 Disbursements . . . . . . . .
6.3 Accounts . . . . . . . . . . . . . .
6.4 Expenditures Within Approved
Annual Budget . . . . . . . . . . . . .
6.5 Audit. . . . . . . . . .
W ]WO50401iottlofMAIWO . . . . . . . . .
13
13
14
14
14
14
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VII.
SECURITIES . . . . . . . . . . . . . . .
. 15
7.1 Securities . . . . . . . . . . . . . .
. 15
VIII.
LIABILITIES
15
8.1 Liabilities . . . . .
. 15
8.2 Hold Harmless and Indemnify . . . . .
. 15
IX.
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 . .
. 18
XI.
MISCELLANEOUS . . . . . . . . .
18
11.1 Amendments . . . . . . . . . .
18
11.2 Notice . . . . . . . . . . . .
. 18
11.3 Effective Date . . . . . . . . . . . .
. 19
11.4 Arbitration. . . . . . . . . . .
. 19
11.5 Partial Invalidity . . . . . . . . . .
. 20
11.6 Successors . . . . . . . . . . . . . .
. 20
11.7 Assignment . . . . . . . . . . . . . .
. 20
11.8 Execution . . . . . . . . . . . . . .
. 20
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�RST A�Ly�ED AND RESTATED (
JOINT FJ=CISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN HILLS
TRANSPORTATION CORRIDOR AGENCY
• THISRSTb ED AND RESTATED AGREEMENT is made and I
entered into purauant SPr ±,ons 1.1.1 and 11.3 by -and
ayamong
the following public agencies as of the
of 198_, the date on which 16)% /,(�i/Me�e�� �
xtt76� or more of the following public agenciefs Powers + d I
creating Azreement the San Joaquin Hills Transportation
(a)
(b)
(c)
(d)
(e)
• (f)
(g)
(h)
County of Orange
City of Costa Mesa
City of Irvine
City of Mission Viejo
City of Newport Beach
City of San Clemente
City of San Juan Capistrano
City of Santa Ana
R E C I I A L a
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 wofh a fee County
of Orange to require by ordinance the payment
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 &usl Ot constructing I
major thoroughfares.
B. The Earties to this Agreement have 11LLU2 Ul I
iurisdiction tlttitott within Ot /kkUt -1341M = tM$t 9rea 2f I
• Renefit of Jt110Vbl1RAgl the San Joaquin Hills Transportation I
Corridors 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 San Joaquin Hills Transportation Corridor.
hereto have the
planning, financing and construction. such I
a s-)
C: It has been determined by the.Earties hereto that it
is in the best interests of the respective parties to join 1
• together to. administer the funds provided by these fee
programs, and to.plan, acquire and construct said thoroughfares
and bridges.
D. Each of the Earties 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 Earties 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
Earties hereto.
F. The Earties 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
Earty 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 Earties hereto enterld 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 Earty
for the administration of the Orange County Major Thoroughfare
and Bridge Fee Program, assumed the right and obligation to
$ tbgfdd� /tbf /t1�e /��/ifidiE�b{� /d certain right$ of way located in I
the City of Laguna Beach ( "Sycamore Hills_,) *Ad in the area of I
Tentative Tract Map No. 8965 not available for dedication in
addition certain other property, and such right and I
obligation to shall be assumed by the Agency but only to the I
exteat of the aliavot value of such right of way. tKlse I
�BIi$ �tti�ti�/ fiKdl x/ >hk /a! #AdKed /i5�6 /tK� /A�b�i�7i/ I
H. The Earties 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.
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9/12/88
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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.
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tOftl )lit 0 /,tbW /u>(O /kffk; aka ##1 /dr4W /Of /k1W /f3$0YJiS(YdZ(/ IV/ /rid I
ttAAWitdtIOA//W lIitIto// to5tiothittkol / /W6043it / /to5/1010 I
Agfkk�ik�it/ ash/ It/�a' /cY�Yi�9d�dr(i�a(/ St #tk7 Hd�iuwk�/ lS�y/sk/eia',l /ate /dkt itibd , I
a< fiA/ gostktdk� /15�i /Diti�ioS�l /x /at# /title /St�k4t� /tidal /»ig>Zos��f /¢05�¢l I
NOW, THEREFORE, in consideration of the mutual
promises and covenants herein contained, the parties hereto I
agree as follows:
I.
DEFINITIONS
For the purposes of this Agreement, the following
words shall have the following meanings:
a. "Agreement" means this First Amended and. Restated)
• Joint ,Exercise of Powers Agreement, as amended from time tol
time. I
b. "Agency" means the SAN JOAQUIN HILLS
TRANSPORTATION CORRIDOR AGENCY.
A$ta'.os�a3dtl 1
C. "Annual Budget" means the approved budget
applicable to the expenses of administration of the Agency.
d. flA416)50tJr11bk '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. aAaSd�lSo~t /aSi /tHo' /ltgotd�il
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ERICKSON
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c:
0
h. "Fiscal Year" means July 1st to and including the
following June 30th.
• i. "Party" means each of the public entities Oftl¢# I
which becomes a signatory to this Agreement, accepting the
rights and obligations of the Agency hereunder, including
any public entity executing an amendmgnt Add A40si of the I
original agreement as hereinafter provided.
j. "Quarter" means July 1st to and including
September 30th, October ls.t to and including December 31st,
January 1st to and including March 31 and April 1st to and
including June 30th.
•
F.)
II.
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.
Each Party *ed►W 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).
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ERICKSON
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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 it$ /,tioelq*kk the adoption of local I
ordinances and the undertaking of all acts necessary for the
imposition of fees by the Parties pursuant to I
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 I
that the maior bridges or thoroughfares constructed pursuant to I
this Agreement comport to those standards for acenic highways I
set forth in Streets and Highways Code Section 261. the Agency I
shall not maintain or operate, or incur liability for the
maintenance or operation of the facilities constructed pursuant
to this Agreement.
Board planning policy has and shall continue tg I
respond to those various memoranda of understanding,. Mid i
*AtA0iAi# resolutions. minute orders and policy statements s I
Parties 40d�1Eed /b� /A�aMfi� /�a�tt�/ /tCd /i11t�§/ Aekba�hk, attached A l
Exhibit "A" to the prior form of this Agreement and I
collectively incorporated in the "Issues Inventor" Manval" ►
• adopted by the Board on AUzust 13. 1987. i14tftol4b4ll4kta it 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 = I
Parties tfd /ifiAA ktd in studying and planning ways and means I
to provide for the d001t161 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;
• e. To lease, acquire, construct, manage, maintain
and operate any buildings, works or improvements;
f. To acquire, hold, 2L 440 dispose of property by I
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ERICKSON
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•
'30.)
•
•
any lawful means, including without limitation. gift. I
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; d I
g. 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.
:m.
The parties to the Agency shall be $jig 640 public I
entities Oftit3t which have NA0 executed or hereafter execute$ I
this Agreement, or amendment, thereto, and which I
have NA# not, pursuant to the provisions hereof, withdrawn I
therefrom.
Not ofolli /A doo / q5t / gottI000y1foo tlftl5oitido/ tlotI tti¢xE� I
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ERICKSON
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3.2 Board. �t /itbttd,t
a. The Board shall consist of the
• following:
(i) one voting Board Ifember appointed by the
leeislative body of 100 each of the following Parties
tit i t l tg / pT kh/ pursuant
to Section 3.1 above: The cities of Costa Mesa, Irvine,
Y.Yf�i1t //8d8�dtiJ Newport Beach, San Clemente, San Juan
Capistrano,, Mission Viejo and Santa Ana.
(ii) two voting Board Members from the County of
Orange, ( iii/ it}!k! ki�kfvt/ /th�aVt/ /tlh'e' /Rdv(d�ly I dt / 0tdti�E/ bk�Cb�kk/ k
said members to be the duly elected supervisors for the
Third and Fifth County of Orange Supervisorial Districts/
(iii) to#I AVbttA.tdb /2$At$ /Hoswot /toot#*o1 ti)it /-A# I
¢dX tUtt IA/PAbAttifiAW h9/)Z/rkbAbUr1t� /avd/ 14IN /Olt All It 146 1
06,050tl l>l#04840449/ AWF/ / �* l A604 #1 MAIWIV #t 10A I
66"i00i6til /l The Board may, from time to time,, appoint I
additional ex officio members.
• b. Except for ex officio members, each dtAd�ijAt /bt /fEXik I
Board Member shall be a current member of the legislative I
body of the Party gAjQh J-AJX member represents. I
C. Each Board Member W tit3�AUAt shall also have I
an alternate( appointed by the leeislative body of the I
A/ ttittotitl "001 161f/ rtw NwilaWaMW lwgfdy ldf /014 /Ya fy/"ON
d11f�t�iAi� /tA15tA�ktiitfirl gjith the exception of the alternates
to the Board %embers representing the County of Orange., In,
alternate Board Member must also be a current member of the
legislative body of the Party such alternate represents.
710 /ti *0 Ibf/ tfik/, A& 0AA6jWkph //sh+aWMa' /did11l'Yd!t' 31ti, /00
UAW An alternate Board Member shall assume all rights
and duties of the absent Board Nember.
d. Each Board Ilember 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 Ilembers 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 Ifember represents subject. however, to the provisions
of Section 3.2 a.(ii).
_7_
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ERICKSON
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�5')
0
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 14tiAtOtO
WOW Board Members.
f. A Board Member may
incurred by such *04W Board
business of the Agency.
3..3 Principal Office.
be reimbursed for expenses
Member in the conduct of the
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 OO¢t 04 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 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 XOtOtO. 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 it /%fidt/$e amended.
3.5 Quorum.
Not less than two - thirds (2/3) of the Board Members I
shall constitute a quorum for the purposes of the transaction
of business relating to the Agency.
HWW M
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
MemT 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. td /,h0Sr
# �btt��itat /tx� /d�BAk¢ti�`+�+� /�f /triE /AgEdt�/
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ERICKSON
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3.7 Minutes.
! The secretary of the Agency shall cause to be kept
minutes of regular, adjourned regular! and = special I
meetings of the Board, and shall cause a copy of such 06 I
minutes to be forwarded to each Member and to each 01/0A . I
�Em}Sk #k /IRk #kYe Party, I
3.8 Rules.
The Board may adopt from time to time OOtA rules and I
regulations for the conduct of its affairs consistent with this
Agreement.
3.9 Vote of Assent of Parties.
!
Y,5.)
The vote, assent, or approval of parties in any matterl
requiring such vote, assent or approval hereunder shall. be
evidenced by a certified copy of the action of the governing
body of such Earty 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 1U t]'4k I
membership, 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 Party to 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
duties of, and shall perform the treasurer and auditor I
functions for the Agency and P0tf0#;fi those functions required I
by Government Code Sections 6505, 6505.5, and 6505.6, including
any subsequent amendments thereto.
The chairman, vice chairman, kid secretary, treasurer I
and auditor shall hold office for a period of one year I
commencing July 1st of each AAd /**0ft 1f10W year. llP#ki+idW I
KbY�k�bk# l// rMe'/ Pl. tk�t// dtlalit�, dafrl!/ �a�k// dbfati'Yncal�i /kut�kU /��� #��� #� I
�¢�i�i�Atkd / bhe,14/ /t#o7/d' ldt t ids / ftdd�l lave/ /d'�tlsr / of / �d��ibd#ltmkfit /lad I
dtd# ik/ 30tH/ bf /t>ik /kti&#iif�$ /f1kfA� /�kek/ 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
mdig*O k! The appointment by the Board of such a person shall I
be evidence that the two positions are compatible.
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ERICKSON
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•
3.11 Committees.
The Board may, as
committees to accomplish the
meeting of such a committee s
the .Agency for compensation
t6*41t0d meetings bf /kt lft
liembers,; unless the presence
0
it deems appropriate, appoint
purposes set forth herein. Any
hall be deemed to be a meeting of
purposes only and all such
shall be open to all Board
to100fS•aS= S���7�L�•I {• .4 -f.S•) I= 1N3�•I�L'
UKKOT. - - •� -
3.12 Additional Officers. AAd/rAtIftifil
The Board shall have the power, upon the approval of
not less than two - thirds (2/3) of the Board ff$ Members, to
appoint such additional officers #�lql /fb /� //did /4ls[p�Yd�4�8��
as may be appropriate. Such officers 440
00tIOyi040 may also be, but are not required to be, officers and
employees of a Party.
3.13 Bonding Reguirement.
The officers or persons who have charge of, handle, or
• have access to any property of the Agency shall be fX# / "*)5#tA
a� /�a�/ �a�fa� / aria/ ��kaa�k�/,/ kii,�/ �,eh,tb�/ �/ / ✓ ��
bf /pkfkaf�k /kb /fik $g designated Al Of 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 tlM*Ift of officers, agents, or I
employees of any of the Parties 000W* 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 *04 ¢fO or, by reason of their employment by the I,.
Board, .to be subject to any of the requirements of such
Parties. *0015¢W f
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ERICKSON
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IV.
4.1
On or before the effective date of this Agreement (or,
in the case of a new $arty, on or before the date on which that
Earty becomes A signatary to this Agreement), each Party shall
require by ordinance the payment of a fee as a
condition of issuance of .a 10004g building permitO within the
area of benefit, for the purposes of defraying the actual or
estimated cost of constructing major thoroughfares and bridges,
in accordance with California Government Code Section 66484.3.
Said fee shall be in the form, and in those amounts _set forth
in the "Major Thoroughfare and Bridge Fee Program For the San
Joaquin Hills Transportation Corridor and Foothill /Eastern
Transportation Corridors," attached hereto as Exhibit "A" and
incorporated by reference herein. The imposition of said fee
by each Party shall be a condition precedent to that Party's
participation in the Agency.. and each Party covenants to
S,5- )
4.2 Annual Review of Fees.
At least annually, the Board shall undertake a
once
review of the above - described fee program and may, upon
approval of not less than two thirds (2/3) of its Members,
modify the fee to be imposed by the Parties hereto. TU I
t$i$17i1`i76 /bbd / $ach Party shall impose said revised fee I
within one hundred twenty (120) days, and if a Pasty 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.
4.3 Payment.
Each party agrees to ply 00AU11600 said fees to the I
Agency in quarterly payments., within sixty (60) days after the i
end of each quarter. I
•
x�/ �dd���a�� / �tn�/>aa�ta/,/ ��at�/ ���b,�aal b,�i 11 ra�� l
tW01 tit/ ,(11Whf/ri/t NeWe's'eV104fy/dd0ddd/040V ktk/bf/kA* I
Agkfi2� / �fi/ a�b�t��./ t fi/ ktuEkk�/ be/ kl�k/ k�b�,k/ bbl tbfali,Hl kFc/1/1/e'c/tk�i/ I
iS7i/ /Ub[�U l lga'�y l h/lY / bk�l I tb/ /d►�dt / /d�id�tid2ld / /a'n!d' / fir/ I
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ERICKSON.
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S,5- )
ktkk /Ithk /Ft# I
tHb /,pulvk kk/ ld9IT114, 1/ 1111 �rIJ IiIH¢ l l'bbbkkabbkQbi�1'l /dt' /tHtH I
>P# #tai/ &>�kd I/ a#rt d#i9k/ kbk/ kr4�rhl J /blue' /1k, I: /dd' /�d #�dald+l lild /tHlTil I
Z 0OWI t l / kA�/ lehldddd / dd1tdHt sl / ,=kkkl ,4,1W /ffd / tHk / Pku> k�/ INy / txt I
86s1 #tl / litld/ Yvfuctla��d3l /td�it #i1iAtIovio / k�Qk/ kb/ /t/h'e' /Al9dddy /1571 I
tHb / A'�lrhfil kbfikkA b�ut/ibt�/ /d9 / kk �1�1 /sa'rltl� l fit l ItNe/ I At 0A 1i I
# tl i�+ t¢ tt% 1biZtiH orjtHt #ttt #%t#%LA? kh / /(AaM /� I
The Board may authorize an audit of any Earty to I
determine whether said D ents of fees toot #Ilbidt1040 I
accurately reflect each Party's obligations under this
Agreement. Unpaid fees shall bear interest at a I
rate to be determined by the Board. In the event that any
Earty fails to remit said fees tti+t #ij5�ltitfia¢ to the Agency, I
said failure may be deemed by the Board to be a withdrawal of
that Earty from the Agency hior* +o the conditions ePecified
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
:.. aS. -..tna and razulatl_on$. I
Agency, Aeencv, which decision shall be final. In
• �tahiiehed by the
the event that any party hereto becomes a Earty 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 Earty in said action.
4.4
When it is within its power to do so, each Earty shall
be individually responsible for the ^- reservation and and
acquisition by dedication pursuant to Title 7, Divilar p operty.
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
tt# in Recital G 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
_t____ _ .4. - -A mmana which were estan ksned
• by the coin
acceptance
A¢encv for
interests.
3G �
in acquir
that party shall compensate the
.uding attorneys' fees) incurred by
said rights- of -wav and property
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ERICKSON
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I�
u
V.
4W
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 otherwise
permitted by law. the Board deems it U/90/40000# 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 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
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 00 1000AIM 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.
6.1 Annual Budget.
' The Board shall adopt upon the
than two thirds (2/3) ofK� /1�t��t15E�Eb /blE
annual budget, for the ensuing fiscal
procedures developed by the Board.
-13-
37)
approval of not less
the Board Members, AU
year, pursuant to
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ERICKSON
9/12/88
VII.
SECURITIES
7.1 Securities..
Upon the approval of the Board. Otte /�Eyr/ /gIQ�!e the I
Eartes Qt bt ncv may Jbinitiy participate in any
statutory..power four thge issuance of securities. to finance. the,
fees authorized by :Government. Code Section 66484.3, including
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 Earty shall be utilized.]
as security or as a.sour'ce for the payment or redemption of any
securities.of the Agency without the consent of the legislative I,.
body of that Earty.
Upon the approval of not less than two - thirds (2/.3) of
the Board Members, the Agency may participate in 1
•
the above - mentioned statutory powers for bond financing of the
fees specified herein; provided, however, that the fees_
collected by.any.Pa�rty_ i�lglitiAlial /Ihkfhlikt /,bf //tdJ. /W�e'nfq�yl may be I
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.
1TTABTi.TTTi!S
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 artiee unless I
expressly specified herein.
8.2 Hold Harmless and Indemnity.
Each Earty 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 .
indemnifying Earty or its employees. Where. the A encv: t *_e.. I
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ERICKSON ... -
9/12/18
:.y
•
•
•
Board itself or its Members agents or employees are held liable I
for injuries to persons or property, each Earty's liability for I
contribution or indemnity, for such injuries shall be based
proportionately upon the sees and assessments 4i6A i15dii6A0 I
�(ldfid /Nbal�iuEAdrly /�ik ) of each 000W Party. In the I
event of liability imposed upon any of the Earties tb/kiO I
Attoodibtit or upon the Board .created by this Agreement, for I
injury which is caused by the negligent or wrongful act or
omission of any of the Earties in the performance. of this. I
Agreement, the contribution of the Earty or Earties not I
directly responsible for the negligent or wrongful act or ..
omission shall be limited to One Hundred Dollars ($100.00):
The Earty or Earties directly responsible.for the negligent or I
wrongful acts or omissions shall indemnify, defend, and hold
the Agency and all other Earties harmless from any liability I
for personal injury or property damage arising out of the
performance of this Agreement.
Ix.
;, I.t •}
It is recognized that public entities, other than the
original Earties, may wish to participate in the Agency.
Additional public entities may become Earties to the Agency .
upon such terms and conditions, including, but not limited to,
.financial contributions, as provided by.the Board and.unon the
unanimous written consent of the Parties Ed21i /k7kit4t�ifig /pAtt�+ /l�
the /Agkf,fik /, evidenced by the execution of a written Amendment
dadeddtM to this Agreement, and executed iftt#A by all of the
,parties, including the additional party.
9.2. Withdrawal
It is fully anticipated that each Earty hereto shall
participate in the Agency until the purposes set forth in
Section 2.2 above are accomplished. The withdrawal of any
Earty,. 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 Earty 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
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ERICKSON
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way of illus+.Vation. but not limitation. bonds which have be2n I
issued or authorize for issuance by the Agency, and letteg of 1
rIz edit or other reimbursement obligations owed to financial I
• �}stitutions which have secured such bonds or other parties I
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 Earty 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 party'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
parties shall have mutually rescinded this Agreement; provided,
W*idlft, 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
Department of Transportation agreements. distribution of assets
and all other functions necessary to conclude the affairs . of
the Agency.
Termination shall occur upon the I
written consent of all of the Parties, or JA$11164ttlt upon the I
withdrawal from the Agency of a sufficient number of the ,
Parties to leave less than g}Z I
#i$k Parties AttAti¢$ remaining in the I
Agency.1 However. no such termination shall occur until all I
reimbursement obligations owed to financial ing�itutions I
securing bonds have been paid and all other financial and I
contractual obligations of the Agency have been satisfied. 1
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95t/ 04141 600141W kw NO /two, l NG71MYOW lot /trio I
ttdWWoti041 / i4011Iti /tb/ /010 I
A�too otit /iti /tl4k /CaXttbtAl# /Ske.tk /X 4p�ua8b' /S�kkkbdbb /,F ff tNlawI
• ���ot�4o�/n�lF►iti #iti�4/z/m>�/ axe /s�te,���la��/x�gn�aa�� /�ma,�e 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
or former party a proportionate share of totdtn//W the
contributions made to such properties by such parties, less
previous distributions t0tr►tA0, 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 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 0#04dit►6t0t, 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.
%I.
11.1 Amendments.
This Agreement may be amended with the approval of not
less than three - fourths (3/4) of all ii0YA160to parties: Provided. I.
however, that no amendment may be made which would adversely I
affect the intexeste of the owners of bonds. letters of credit
or other financial obligations of the Agency: 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
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:0
•
•
y3. )
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 dA¢ /tAE /A&AeV AAA.d I
0 *10t at such time as this Agreement has been executed by any I
lia 11*0 or more of the Parties enumerated in I
the introduction of this Agreement. Iitto ft I.
11.4 Arbitration.
Any controversy or claim between any two or more
Parties or between any such Earty or Earties
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 Earty intends to have bound by any award made
therein. Any Earty 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 Earties 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 Earties 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 ¢0 /*)1i¢H /Kb/6t
$ Xt/ brij Ott &l /ft*bkt /thk /itibaittAft /AAMb indicating the order of
his or her preference, and return the list to the AAA. If a
Earty does not return the list within such Dib time ,period
400ti.fjtd, 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 Earties fail to agree upon one of
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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.
•
•
y��
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. I
11.7 Assignment.
The parties 1I OU shall not assign any rights or I
obligations under this Agreement without written consent of all
other Earties. 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:
Clerk of the Board of
Supervisors
By.
APPROVED AS TO FORM:
County Counsel
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COUNTY OF ORANGE
By
Chairman
Board of Supervisors
Dated
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•
•
ATTEST:.
City Clerk
City of Costa Mesa
sy
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
City of Irvine
By
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
City of Mission Viejo
By
APPROVED AS TO FORM:
City Attorney
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CITY OF COSTA MESA .
By
Mayor
Dated
CITY OF IRVINE
By
Mayor
Dated
CITY OF MISSION VIEJO
By
Mayor
Dated
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City Attorney
ATTEST:
City Clerk
City of San Juan Capistrano
CITY OF NEWPORT BEACH
Mayor
Dated
CITY OF SAN CLEMENTE
By
Mayor
Dated
CITY OF SAN JUAN CAPISTRANO
By
Mayor
By Dated
APPROVED AS TO FORM:
City Attorney
•
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ATTEST:
City Clerk
•
City of Newport Beach
By:,...
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
City of San Clemente
By
.
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
City of San Juan Capistrano
CITY OF NEWPORT BEACH
Mayor
Dated
CITY OF SAN CLEMENTE
By
Mayor
Dated
CITY OF SAN JUAN CAPISTRANO
By
Mayor
By Dated
APPROVED AS TO FORM:
City Attorney
•
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•
0
0
•
RESOLUTION NO. 89 -20
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF NEWPORT BEACH ALLOWING THE MAYOR
TO SIGN AND CITY CLERK TO ATTEST
AMENDMENT NO. 1 TO THE FIRST AMENDED AND
RESTATED JOINT EXERCISE OF POWERS
AGREEMENT CREATING THE SAN JOAQUIN HILLS
TRANSPORTATION CORRIDOR AGENCY.
WHEREAS, the County of Orange and the cities of Costa
Mesa, Irvine, Mission Viejo, Newport Beach, San Clemente, San Juan
Capistrano and Santa Ana have executed the First Amended and
Restated Joint Exercise of Powers Agreement Creating the San
Joaquin Hills Transportation Corridor Agency (The "Agreement" and
the "Agency"), which Agreement became effective on October 17,
1988; and
WHEREAS, the incorporation of the City of Dana Point (the
"City ") became effective on January 1, 1989; and
WHEREAS, the City has adopted Ordinance No. 89 -8, adopting
the Major Thoroughfare and Bridge Fee Program in accordance with
Section 4.1 of the Agreement; and
WHEREAS, the City also has adopted Resolution No. 89 -31,
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 has requested admission as a party to
I the Agency; and
WHEREAS, Section 4.1 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, the City of Newport Beach hereby agrees to
admit the City as a Party to the Agency, and authorizes its Mayor
to sign and Clerk to attest Amendment No. 1•to the First Amended
and Restated Joint Exercise of Powers Agreement Creating the San
Joaquin Hills Transportation Corridor Agency, attached hereto as
Exhibit "A ".
P:
40 �ober 10, 1988 0S)
CITY COUNCIL AGENDA
ITEM NO. F -3(a)
DY THS t ITY COUNCIL Z-7- 2,3_, ,f
CITY OF NEWPORT BEACH
TO: CITY COUNCIL OCT 1 19$8
APPRONE
FROM: Public Works Department
SUBJECT:
RECOMMENDATIONS:
1. Approve the amended agreement in substantially the form proposed.
2. Authorize the Mayor and the City.Cierk to execute,44o amended
agreements including authorization to the Mayor to approve..
non - substantive changesy
DISCUSSION:
By letter dated September 16, 1988, the San Joaquin Hills.
Transportation Corridor Agency (SJHTCA) has requested each of the member
agencies to approve and execute the "First Amended and Restated Joint Exercise
of Powers Agreement." The original agreement, which creates the SJHTCA, was
processed in 1985; with approval by the City of Newport Beach on November 12,
1985.
The n
finance team of
enacted in 1985
clarify the Ian
toll road finan
Attac
1. L
S
2. M
t
• 3. M
i
e
4. C
for revisions to the agreement results from review by the
e SJHTC, and the passage of time since the agreement was
These revisions consist primarily of "housekeeping changes" to
ge, and the incorporation of language to reflect the intended
g and the addition of the City of Mission Viejo as a party..
for Council members are copies of the following:
er dated September 16, 1988, from Executive Director of the
CA transmitting the amended agreement.
o dated September 16, 1988, from General Counsel of the SJHTCA
the Executive Director describing procedure for adoption of the
nded agreement.
o dated September 22, 1988,
detail the proposed changes
ata sheet.
from the General Counsel describing
to the agreement, together with an
of the amended agreement with deletions shown in "strike -out"
and additions shown underlined.
• i
IT IS FURTHER Resolved by the City Council of the City of
Newport Beach that all other provisions of Resolution Number 85 -11
shall remain the same and be in full force and effect.
AT
ADOPTED this 27th day of March, 1989
1.
,
MAYOR
•
AMENDMENT NO. 1
TO THE
FIRST AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE SAN JOAQUIN HILLS
TRANSPORTATION CORRIDOR AGENCY
SECTION 1. The Board of the San Joaquin Hills
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 San Joaquin Hills 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 costs 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 Dana Point, as of the
17th 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 San Joaquin Hills Transportation
Corridor Agency, and is amended by this Amendment No. 1. to such
Agreement, pursuant to Section 9.1, by and among all of the following
public agencies as of the _ day of , 1989, 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 Casts Mesa
(c)
City of Dana Point
(d)
City of Irvine
(e)
City of Mission Viejo
(f)
City of Newport Beach
(g)
City of San Clemente
(h)
City of San Juan Capistrano
(i)
City of Santa Ana
EXHIBIT A
Page 1 of 4
• •
SECTION 3. Section 3.2 hereby is amended to read as follows:
� x:107.1013
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 Costa Mesa, Dana Point, Irvine, Newport
Beach, San Clemente, San Juan Capistrano, Mission Viejo and Santa
Ana.
ATTEST: COUNTY OF ORANGE
Clerk of the Board of
Supervisors By:
Chairman
Board of Supervisors
By:
APPROVED AS TO FORM:
By:
County Counsel
ATTEST: CITY OF DANA POINT
Clerk of the
City of Dana Point By:
Mayor
Dated
� '% Ia7gw.1o1
By:
City Attorney
EXHIBIT A
Page 2 of 4
i
ATTEST:
Clerk of the
City of Irvine
By:
Dated
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
Clerk of the
City of Mission Viejo
By:
Dated
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
Clerk of the
City of San Clemente
By:
I;i � � � ;sue: �.` � 1► � 7 � 1) , a u i I
By:
City Attorney
CJ
CITY OF IRVINE
Rv-
Mayor
CITY OF MISSION VIEJO
By:
Mayor
CI'T'Y OF SAN CLEMENTE
By:
Mayor
EXHIBIT A
Page 3 of 4
0
TRANSPO &ATION CORRIDOROGENCIES
345 Clinton Street
Costa Mesa, California 92626 -6011
(714) 557 -3298
Foothill /Eastern FAX (714) 557 -9104 San Joaquin Hills
Corridor Agency John Meyer, Fx cuufve Director Color Agency
..
0-man: Dan Young Chairman: Thomas F. Riley
Mayor, City of Santa Ana Supervisor, County of Orange
Members: City of Anaheim Son Juan Capistrano
Irvine Santa Am
Mission Viejo Twtm
Orange Yorba Linda
Son Clemente March 17,1989
County of Orange
Mr. John Cox
City of Newport Beach
City Hall
3300 Newport Boulevard
Newport Beach, California 92663
Members: City of Costa Mesa Newport Beach
Dana Point San Clemente
Irvine San Juan Capistrano
Mission Viejo Santo Ana
County of Orange
'IOLA , Z' ' RECEIVED
t MAR2 01989►
Re: Admission of the City of Dana Point as a Party to the
San Joaquin Hills Transportation Corridor Agency
0 Honorable John Cox:
aty Manager
City of New-ort Beach
The City of Dana Point was incorporated on January 1, 1989.
It has complied with the requirements of Section 4.1 of the "First
Amended and Restated Joint Exercise of Powers Agreement Creating the
San Joaquin Hills Transportation Corridor Agency," by enactment of
Ordinance No. 89 -8, adopting the Major Thoroughfare and Bridge Fee
Program of the Agency, and Resolution No. 89 -31, establishing the Areas
of Benefit, estimated costs and required fees.
While the provisions of Section 4.1 also authorize the Board of
the Agency to impose ... terms and conditions, including, but not
limited to, financial contributions, ..." upon the admission of new
Parties, no such additional conditions have been imposed by the Board.
Further, since the admission of the City of Dana Point is simply 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 he imposed by the Board of the Agency.
. Section 9.1 of this Agreement requires the unanimous consent
of all Parties, including the City of Dana Point, to be evidenced by
execution of a written amendment to this Agreement. Such an
amendment, together with a form of resolution authorizing execution is
enclosed.
March 17, 1989
Page 2
• We urge your City Council to adopt this Resolution as soon as
possible. We are anxious to welcome the City of Dana Point to full
membership in the San Joaquin Hills Transportation Corridor Agency
and benefit from their full participation in the efforts to alleviate the
traffic problems in a major part of grange County by early completion of
the design, financing and construction of the San Joaquin Hills
Transportation Corridor.
Since we will not be executing this Amendment No. 1 in
counterpart, but rather duplicate originals with copies for each party and
the Agency, we would appreciate your advising us when the Council has
adopted this Resolution. We then will send someone with the duplicate
originals for execution, and provide you with copies when all executions
are complete.
Very truly yours,
00010�4vl<,/'� -1
John Meyer
Executive Director
JM/sdb
cc: Ms. Jean Watt
Robert L. Wynn
Mr. Ben Nolan
0
TRANSPORTATION CORRIDOR
345 Clinton Street
Costa Mesa, California 92626 -6011
(714) 557 -3298
FoothilUEas7ern FAX (714) 557 -9104
Corridor Agency
Chairman: Gary Hausdorfer
Mayor, City of San Juan Capistrano
Members: City of Anaheim San Juan Capistrano
Irvine Santa Ana
Mission Viejo Tustin
Orange Yorba Linda
San Clemente
County of Orange
John Meyer, Executive Director
July 18, 1989
Wanda Raggio
Clerk of the Council
City of Newport Beach
3300 Newport Blvd.
Newport Beach, CA 92663 -3884
Dear Ms. Raggio:
AGENCIES
San Joaquin Hills
Corridor Agency
Chairman: John Cox
Councilman, City of Newport Beach
Members: City of Costa Mesa Newport Beach
Dana Point San Clemente
Irvine San Juan Capistrano
Mission Viejo .Santa Ana
County of Orgnge'1 !;_% i i
i
TkE�
Enclosed is your city copy of Amendment No. 1 to the First
Amended and Restated Joint Exercise of Powers Agreement
creating the San Joaquin Hills Transportation Agency.
We appreciate your efforts in assisting us in getting this
Amendment signed.
Sincerely,
Kath y sr:
Secretary of the Board
KB:kh