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C-2548 - Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency
• • 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 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 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 11 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 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 XL MISCELLANEOUS 16 11.1 Amendments 16 11.2 Notice 16 I • 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 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 afinal 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 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 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 j ointly 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 fmancing, 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. I. 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: 1.1 meanings: I. DEFINITIONS For the purposes of this Agreement, the following words shall have the following a. "Agreement" means this Second Amended and Restated John 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-to-day 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/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/Eastem 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). m. "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 lst to and including December 31 st, 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 Califomia 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, attomeys, 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(0; 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 altemate 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. 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, adjoumed, 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, adjoumed 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. 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 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 1st of each year. Except for the Chief Executive Officer, 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. -8- 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/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. Fach 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 John 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 John 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 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. -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 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. 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 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. 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 Parry'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 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 fmancial 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 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 -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. 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: COUNTY OF ORANGE By: Name: Date: -18- ATTEST: Clerk of the City of Aliso Viejo By: nClLliLL a Dated: 03-05-03 ATTEST: CITY OF ALISO VIEJJO�O(( //!! � By: / / i! " Zieet- M CITY OF COSTA MESA Clerk of the City of Costa Mesa By: Mayor By: Dated:' APPROVED AS TO FORM: By: City Counsel ATTEST: Clerk of the City of Dana Point By: Dated: APPROVED AS TO FORM: By: City Counsel CITY OF DANA POINT By: Mayor -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: Clerk of the City of Costa Mesa By: Dated: 4&, S 2-6.2,_ APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF CO ' MESA By: Mayor ,u- or. o z 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: Clerk of the City of Dana Point By:FT,; Dated: v9/94/03 APPROVED AS TO FORM: By: odd chi/.4a•—) City Counsel CITY OF DAN POINT By: -19- ATTEST: Clerk of the City of Irvine ATTEST: CITY OF I By: Mayor 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 Clerk of t'ae City of Laguna Hills By: By: ary A. arl.son, City Clerk Dated: APPROVED AS TO FORM: By: MC . City Counsel Lois E. Jeffre ATTEST: Craig Scott CITY OF LAGUNA NIGUEL Clerk of the City of Laguna Niguel By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel -20- AI 1 EST: 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: or -20- ATTEST: Clerk of the City of Laguna Woods APP ` • VED AS TO FORM: City Co e ATTEST: CITY OF LAG d ODS 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 I aguna Woods By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY OF ISSION I JO Clerk of the City of Mission Viejo By: is Mayor By: �f Dated: a -0, APPROVED AS TO FORM: By: 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: Clerk of the City of Newport Beach By: Dated: APPRO. D AS TO FORM: By: City ounse CITY OF NEWPORT 1AEACH By: for - Mayor -21- ATTEST: Clerk of the City of San Clemente By: By: Dated: APPROVED AS TO FORM: By: ATTEST: Clerk of the City of Santa Ana By: Dated: APPROVED AS TO FORM: By: City Counsel CITY OF SANTA ANA By: Mayor ATTEST: CITY OF SAN JUAN CAPISTRANO . Clerk of the City of San Juan Capistrano Br 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 A 1 1'EST: Clerk of the City of' Santa Ana Bv: Mk° 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 A11'EST: CITY OF SANTA ANA Clerk of the City of Santa Ana By: Mayor By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: CITY/ci�'�C:.`Is � r Clerk of the City of San Juan Capistrano By: / 1/ /% 12.ft Da .�� Il_�.i_ .. tI 3 APPROVE S TO F RM: By: City _22_ 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 Agencies September, 1988, January, 1991 and June, 1997) Exhibit "A" 223512_2.DOC TABLE OF CONTENTS SECTION TITLE PAGE Executive Summary 1 Background 4 II Description of Corridor 5 III Corridor Planning 6 IV Estimated Costs 7 V Overall Financing 10 VI Area of Benefit 11 VII Description of Area of Benefit (AOB) 13 VIII Fees 19 IX Deferral of Fees 28 X Criteria for Collection of Fees 28 XI Development Exactions & Credits 28 XII Annual Fee Adjustment 31 XIII City Participation in Fee Program 31 223512_2.DOC • • LIST OF EXHIBITS EXHIBIT NO. TITLE PAGE I Area of Benefit Index Map with City 33 Boundaries II Resolution 82-589, Transportation 34-36 Corridor Development Policy III Area of Influence for Corridor Users, 37 San Joaquin Hills Transportation Corridor IV Area of Influence for Corridor Users, 38 Foothill/Eastem Transportation Corridors V Area of Benefit, San Joaquin Hills 39 Transportation Corridor VI Area of Benefit, Foothill/Eastem 40 Transportation Corridor VII Fee Program Share of Total Corridor 41-42 Cost, SJHTC VIII Fee Program Share of Total Corridor 43-44 Cost, F/ETC IX Cost Per Trip End Analysis, SJHTC 45 X Cost Per Trip End Analysis, F/ETC 46 XI Daily Vehicle Trip Generation Rates 47-48 223512_2.DOC ii LIST OF TABLES TABLE NO. TITLE PAGE IV-1 San Joaquin Hills Transportation Cost 8 IV-2 Foothill/Eastern Transportation Corridor Cost 9 VII-1 San Joaquin Hills AOB by Local Jurisdiction 13 VI1-2 Foothill/Eastern AOB by Local Jurisdiction 16 VIII-1 Fee Program Share of Corridor Cost 21 VIII-2 Adjusted AOB Trip Ends 23 VIII-3 Fee Program Share by Land Use Category 24 VIII-4 Area of Benefit Fees 25 223512 2.DOC iii • • MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR 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 Comity'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. The development fee program is based upon Government Code Sections 50029, 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 approximately 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 as toll resources. No assessment of existing developed 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 4% or more of their total trip making utilizing the corridor formed a fairly dense pattern. Identifiable physical features closely approximating the pattem 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 223512_2.DOC 1 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 June 12, 1997, fees for each of the fee zones within the Areas of Benefit are: Single Family Multi -Unit SJHTC* Residential Residential Zone A $3,133/unit $1, 824/unit Zone B $2, 426/unit $1, 416/unit F/ETC** Zone A $3,673/unit $2,144/unit Zone B $2,612/unit $1,520/unit Non -Residential $4.20/sf. $3.11/sf. $5.10/sf. $2.96/sf. * The foregoing SJHTC fee rates shall be increased on July 1, 1998, and annually thereafter, by 2.667% without further action by the Board. ** The foregoing F/ETC fee rates shall be increased on July 1, 1998, and annually thereafter, by 2.206% without further action by the Board. 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 Agency pursuant to approved plans, specifications and phasing of the Agency, or by agreements with Parties executed prior to the effective date of the First Amended and Restated Joint Exercise of Powers Agreement creating the SJHTCA or the F/ETCA, as appropriate. The amount of credit neither will be adjusted with subsequent revisions to the fee program nor will additional fees based upon such subsequent revisions be required once such credit is memorialized by agreement. This credit may be transferred in accordance with the provisions of Section XI to subsequent owners of the property from which the credits were generated. 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. Portions of seventeen cities are included within the benefit areas for the SJHTC and F/ETC in addition to portions of the unincorporated County of Orange. The County may adopt a fee 223512_2.DOC 2 • • 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 Powers Agencies consisting of City and County members have been created to plan, design, finance, and construct the Corridors, and to determine the order of phasing of construction of corridor segments when developers are required to construct corridor improvements in lieu of payment of fees. All fees collected under this program will be deposited in accounts specifically for the transportation corridors to accomplish this purpose. 223512_2.DOC 3 MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS AND FOOTHILL/EASTERN TRANSPORTATION CORRIDORS I. BACKGROUND Government Code Sections 50029 and 66484.3 permit the establishment of local ordinances to require payment of 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. Pursuant to the above provisions of the Government Code, the Board of Supervisors adopted 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 Benefit, and to proceed with the establishment of a fee 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/Eastem Transportation Corridors and directed EMA to require subdividers to enter into contracts to participate in corridor implementation pending establishment of a fee program. On January 30, 1984, the Orange County Planning Commission 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 FoothilltEastern Transportation Corridors. Subsequent cooperative analyses of the fee program by Orange County, Orange County Transportation Commission, the Building Industry Association of Southern California, Orange County Region, and cities within these Areas of Benefit 223512_2.DOC 4 • • have led to the Fee Program defined within this report, and the formation of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Fastem Transportation Corridor Agency to implement such Fee Program and plan, design, finance and construct such corridors. The County and various cities within the Area of Benefit of the San Joaquin Hills and Foothill/Eastern Transportation Corridors formed two Joint Powers Agencies known as the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency. Necessary ordinances and resolutions to effect the Fee Program have been adopted by all parties of the Agency, and such program is now being fully implemented. 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 tolls. The corridors will provide for high speed movement of vehicular traffic where projected volumes exceed major arterial highway capacities. These routes will function similar to freeways and expressways and should eventually be incorporated into the State Highway System. They are, therefore, designed to meet minimum State and Federal standards. In addition to the need for major transportation corridors generated by existing development, the relatively rapid growth and planned future development in Orange County also contributes directly to such need. 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 Transportation Element of the OrangeCounty 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. These facilities will also relieve recurrent congestion on major arterials and freeways in Orange County. 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 alignment was established in 1979 as part of the MPAH and Transportation Element of the Orange County General Plan. That alignment includes the Corona Del Mar Freeway (Route 73) in the Cities of Costa Mesa, Newport Beach and Irvine and extends southeasterly approximately 15 miles to 223512_2.DOC 5 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 scenic highway standards 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. The central segment of the corridor will carry the greatest amount of traffic because there are a limited number of alternative parallel highway 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 approximately 12 grade -separate interchanges with arterial highways as well as provisions for future 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 alignments and included in the Transportation Element of the Orange County General Plan. The preferred alternatives will be studied further as the environmental review process continues. The FOOTHILL TRANSPORTATION CORRIDOR is an established alignment between the Eastern Corridor and a point northerly of Ortega Highway and a conceptual alignment between that point and the San Diego Freeway (I-5). As depicted on Exhibit I, the Fa -stem Transportation Corridor will intersect the Riverside Freeway (Route 91) between Weir Canyon Road and Gypsum Canyon Road extending southeasterly approximately 13 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 at the Eastern Corridor between Santiago Canyon Road and Irvine Boulevard and extend southeasterly approximately 32 miles to the San Diego Freeway (1-5) 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. III.' 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 their existing General Plan Land Uses Elements, particularly in areas serving the Foothill and Eastern Corridors, those facilities may require adjustments in lanes to accommodate that growth. It is intended that the fee adopted under this program will be reevaluated if an additional level facility is needed 223512_2.DOC 6 to serve increased intensities planned in adopted land use Elements of their General Plan. In the event that such intensities are decreased, and reduction in the level of facility then is still feasible in view of rights of way then acquired, planning, design, engineering and construction then completed and financing commitments made, such fee 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 FoothilllEastern 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 in various stages of approval. 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. Alignment selection studies also are underway on the Eastern Corridor and the southerly end of the Foothill Corridor between 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 (SB 2048 and SB 2049), Chapters 1363 and 1364, respectively, of the Statutes of 1988 also have been enacted which designates the Eastern and Foothill Transportation Corridors as State Routes 231 and 241, respectively. IV. ESTIMATED COSTS The construction costs include 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 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 include engineering design, administration, construction inspection, right-of-way acquisition and some financing 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 constricted along the corridor alignment excluding slope easements. The portion of right-of-way 223512_2.0OC 7 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 adjusted by the Agency in accordance with the California Construction Cost Index, or other comparable index selected by the Board. A. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR (SJHTC) The originally estimated cost of constructing the SJHTC to the standard of improvement as described in the previous section was based on the following estimates prepared for the County during the Phase II SJHTC study work, to be adjusted by the Agency in accordance with the California Construction Cost Index, or other comparable index selected by the Board: 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 As of December 1990, the remaining cost of constructing the SJHTC, exclusive of costs incurred to August 31, 1990, as estimated by Public Resources Advisory Group ("PRAG") and as set forth in the "Transportation Corridor Agencies Draft Final Report, Update of the Major Thoroughfare and Bridge Fee Program for the San Joaquin Hills, Foothill and Eastern Transportation Corridors, December 5, 1990" (the "Deloitte Report") was $746,920,000. The Statement of Facts in Support of Findings of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency Regarding "Resolution of the San Joaquin Hills Transportation Corridor Agency Approving an Annual Adjustment in the Area of Benefit Fees and Making Certain Findings Related to Annual Adjustment of the Area of Benefit Fees (S97-05)" (the "1997 SJHTCA 223512_2.DOC 8 Findings") provides updated estimated cost information for constructing the SJHTC, as of June, 1997. B. FOOTHILL/EASTERN TRANSPORTATION CORRIDORS (F/ETC) The cost for constructing the Foothill/Eastern Transportation Corridors was originally 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, to be adjusted by the Agency in accordance with the California Construction Cost Index, are as follows: 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 As of December 1990, as set forth in the Deloitte Report, PRAG estimated the remaining cost of constructing the F/ETC, exclusive of costs incurred to August 31, 1990, to be $1,699,240. The Statement of Facts in Support of Findings of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency Regarding "Resolution of the Foothill/Eastern Transportation Corridor Agency Approving an Annual Adjustment in the Area of Benefit Fees and Making Certain Findings Relating to Annual Adjustment of the Area of Benefit Fees (F97-05)" (the "1997 F/ETCA Findings") provides updated estimated cost information for construction the F/ETC, as of June, 1997. 223512_2.DOC 9 V. OVERALL FINANCING The Board of Supervisors has established a transportation condor development policy (Exhibit II), also implemented by the Agency and all of its Parties, which defines the corridor implementation obligations of land 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 (e.g., toll revenues) will be sought for the portion of the cost not funded by development fees. State Route 73 (Corona Del Mar Freeway) has been legislatively redescribed to correspond with the route of San Joaquin Hills Transportation Corridor. Similar legislation has been approved by the Legislature (SB 2048 and SB 2049) and is pending signature by the Governor to place the FoothilVEastern Corridors in the State Highway System. The San Joaquin Hills Transportation Corridor also has been designated as the "first. phase" of a federal pilot project authorized by HR2, Surface Transportation Act of 1986, thereby making it eligible for a maximum of 35% federal funding, if approved by the California Transportation Commission in its State Transportation Improvement Program (STIP). 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 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. The originally estimated corridor costs, subject to adjustment as previously stated, and the portions allocated to new development through the Major Thoroughfare and Bridge (MT&B) fee program are: Total Cost New Development Approximate Share of Cost San Joaquin Hills: $341,660,000 $165,500,104 48.4% 223512_2.DOC 10 Foothill/Eastern: $516,147,000 $250,228,066 48.5% As of December 1990, estimated corridor costs, subject to adjustment as previously stated, and the portion allocated to new development through the MT&B fee program were: Total Cost San Joaquin Hills: $ 746,920,000 Foothill/Eastern: $1,699,240,000 New Development Approximate Share of Cost $ 361,810 $828,790,000 Fees Collected to 8/31/90 48.44 $39,510,000 48.48 $74,160,000 Fees to be Collected $322,300,000 $749,630,000 The 1997 SJHTCA Findings and the 1997 FIETCA Findings set forth additional facts related to the estimated corridor costs and the portion allocated to new development through the MT&B fee program, updated as of June, 1997. In accordance with current Agency policy, 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 intemal 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 RAW 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 a MT&B fee program, an Area of Benefit (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. It is clear that both existing developed properties and undeveloped properties will benefit from construction of the transportation corridors. Development fees are 223512_2.DOC I I 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 form 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 detennine the AOB consisted of determining the influence the corridor had on trips made within the County. The analysis was conducted 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 SOCCS' 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 data described above, a select link analysis (program UROAD3') was performed to determine the number of corridor related trip ends which originate in, or are 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 1UTPS 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 EMAlrransportation Planning Division. 3/ UROAD is one of the computer programs in UTPS. It is a comprehensive flexible highway assignment and analysis program. 223512 2.DOC 12 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 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 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/Eastem Corridors include both incorporated and unincorporated territory and generally encompass the southeasterly half of Orange County as illustrated on 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 Cat Area Included in AOB Costa Mesa 3.2 sq. miles Dana Point Irvine 22.2 Laguna Beach 5.6 Laguna Hills Laguna Niguel * Mission Viejo 223512_2.DOC 13 Newport Beach San Clemente San Juan Capistrano Santa Ana City Subtotal Unincorporated Territory Total * ** 8.3 3.8 8.2 2.8 54.1 68.3 ** 122.4 sq. miles Included in the "Unincorporated Territory" area. Including the area within the new incorporated Cities of Mission Viejo, Dana Point, Laguna Hills and Laguna Niguel The AOB is bounded by the Pacific Ocean: beginning at the easterly boundary of the City of Newport Beach of 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 F01) enters said Upper Newport Bay; thence along the centerline of Santa Ana -Delhi Channel from Upper Newport Bay to University Drive; thence 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 223512_2.DOC (4 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 Ranch 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 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 Benefit westerly boundary with the Pacific Ocean; thence along said total Area of Benefit boundary to Marguerite Avenue; 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 of 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 223512_2.DOC 15 • • 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 along the centerline of said Moulton Parkway to El Toro Road, thence northeasterly along the centerline of said El Toro Road to Paseo de Valencia; thence southeasterly along the centerline of said El Toro Road to Paseo de Valencia; thence southeasterly along the center line 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; 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 line 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. B. FOOTHILL/EASTERN TRANSPORTATION CORRIDORS A single Area of' Benefit was selected for the combined Foothill and Eastern Transportation Corridors because of corridor usage patterns. A more detailed map of the Foothill/Eastem Corridors AOB is shown on Exhibit VI. This AOB contains approximately 291 square miles. All or portions of the following cites are included in the AOB: TABLE VII-2 FOOTHILL/EASTERN AOB BY LOCAL JURISDICTION Area Included in AOB Anaheim 14.1 sq. miles Irvine 18.9 Lake Forest • Mission Viejo • 223512_2 DOC 16 • • 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 ** Total 290.5 sq. miles Included within the "Unincorporated Territory" area. Including the area within the newly incorporated Cities of Mission Viejo and Lake Forest. 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 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 annexations 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 Benefit. 223512_2.DOC 17 • • ZONE A Zone A begins at the Orange/San Bemardino County line where said County Line intersects the centerline of the proposed extension of La Palma 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 comer 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 north boundary of Tentative Tract No. 13627 in the City of Tustin; thence southerly along the centerline of Jamboree Road within Tentative Tract No. 13627 to Tustin Ranch Road; thence southerly along the centerline of Tustin Ranch Road within the Tentative Tract No. 12870 to Irvine Boulevard, thence easterly along 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 Impressa Street; thence northerly along the centerline of said Impressa Street to Santa Margarita Parkway; thence easterly along the centerline of said Santa Margarita 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 Foothili/Eastem and the San Joaquin Hills AOBs; thence southeasterly along said common AOB boundary to the Orange/San Diego 223512_2.DOC 18 • • 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 of Benefit excluding Zone A as described above. VIII. FEES In order to establish a corridor fee, it is nece sary 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 Areas of Benefit in reasonable proportion to the benefit derived. The corridor facilities will, of course, also benefit existing development within the Areas of Benefit. The share of corridor cost attributable to benefits derived by existing development is proposed to be funded from other sources. The following discussion describes the methodology used to arrive at the fee program's original fee amounts. As explained above, those amounts have been periodically reviewed and updated based upon revised data. 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 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 percent ° (61 %) of corridor trips are expected to occur during non - peak travel hours, thus representing a measure of the direct benefit from the corridors. Approximately thirty-nine percent 5` 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. Caltrans, LARTS 1976 Urban Rural Survey. ibid. 223512_2DOC 19 • • 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 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 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. (As of January, 1991, shares were 48.44% for the SJHTC, and 48.48% for the F/ETC. The 1997 SJHTCA Findings and the 1997 F/ETCA Findings set forth additional facts related to the estimated corridor costs and the portion allocated to new development through the MT&B fee program, updated as of June, 1997.) 223512_2.DOC 20 SJHTC F TABLE VIII-1 FEE PROGRAM SHARE OF CORRIDOR COST Total Corridor Cost ($) Zone A Zone B Total $341,660,000 /ETC Zone A Zone B Total $516,147,000 B. Determination of Base Fee Developers Share (%) Share ($) 28.6% $97,856,775 19.8% $67,643,330 48.4% $165,500,105 25.8% $133,096,099 22.7% $117,131,975 48.5% $250,228,066 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 SJHTC F/ETC Zone A $97,856,774 = $74/TE $133,096,091 = $80/TE 1,321,160 1,665,922 Zone B $67,643,330 = $46/TE $117,131,975 = $43/TE 1,462,093 2,730,730 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 223512_2.0OC 21 • • Hills and Foothill Transportation Corridor studies. Projected growth in industrial/commercial floor space was generated from MMTS IT6 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 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 cost 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: 6' Employment projections adopted by the Orange County Transportation Commission. 223512_2.DOC 22 • • Land Use Category TABLE VIII-2 ADJUSTED AOB TRIP ENDS Zone A Zone B Generated Adjusted Generated Adjusted Trip Ends Trip Ends Trip 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 Coml 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 Coml 479,662 191,865 1,155,638 462,255 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: 223512_2.DOC 23 TABLE VIII-3 FEE PROGRAM SHARE BY LAND USE CATEGORY Single Family Multi -Unit Total Developer's Residential Residential Non -Residential 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 $35,611,922 $ 67,643,330 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. 223512_2.DOC 24 Land Use TABLE VIII-4 AREA OF BENEFIT FEES Current Fee* Original (As of Original Fee Calculation Original Fee Rounded Fee 6/12/97) * The following current fee rates increase on July 1, 1998, and annually thereafter, by 2.667% without further action by the Board. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Zone A Single -Family $41,264,990 + 31,621 units $1,305/unit $1,305/unit $3,133/unit Multi -unit $21,093,922 + 27,708 units $761/unit $760/unit $1,824/unit Non-residential $35,497,862 + 20,021,185 sf $1.77/sf $1.75/sf $4.20/sf Zone B Single Family $11,727,056 + 11,614 units $1,010/unit $1,010/unit $2,426/unit Multi -unit $20,254,352 + 34,389 units $589/unit $590/unit $1,416/unit Non-residential $35,661,922 + 27,700,559 sf $1.29/sf $1.30/sf $3.11.sf Current Fee** (As of Land Use Fee calculation Original Fee Rounded Fee 6/12/97) ** The following current fce rates increase on July 1, 1998, and annually thereafter, by 2.206% without further action by the Board. FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Zone A Single -Family $71,836,800 + 55,502 units $1,294/unit $1,295/unit $3,673/unit Multi -unit $17,299,040 + 22,911 units $755/unit $755/unit $2,144/unit Non-residential $43,960,251 + 24,231,767 sf $1.81/sf $1.80/sf $5.10/sf Zone B Single Family $49,186,840 + 53,651 units $917/unit $920/unit $2,612/unit Multi -unit $19,015,503 + 35,558 units $535/unit $535/unit $1,520/unit Non-residential $48,929,632 + 46,616,669 fees $1.05/sf $1.05/sf $2.96/sf 223512_2.000 25 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 Assessor's roll as define 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 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. 223512_2.DOC 26 • • 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, 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 = Foothill/Eastem AOB (Zone B): $402,250 (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: 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/Eastem AOB (Zone A): (5,000 s.f. x $1.80/s.f.) _ $ 9,000 Total fee for development if located in Zone A of Foothill/Eastem AOB = $ 9,000 223512 2.DOC 27 IX. DEFERRAL OF FEES Fees may be deferred by the Parties for residential 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. XI. DEVELOPMENT EXACTIONS & CREDITS Development projects containing portions of transportation corridors within their boundaries shall be required by condition of approval of the Cities or County Parties to accomplish the following: 1. Dedicate right-of-way in accordance with schematic plans approved by the applicable Agency. 2. Grade corridor right-of-way in accordance with schematic plans approved by the applicable Agency and shown on the Tentative Tract Map and rough grading plans. 3. Construct arterial overcrossings for internal arterials as determined by the applicable Agency. 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 phasing plan adopted by 223512_2.DOC 28 the applicable Agency, or as otherwise approved by the applicable Agency. Number 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 included in development of the fee program. Except when otherwise provided by an agreement entered into by a Party prior to the effective date of this First Amended and Restated Agreement, whenever subdivision approvals are conditioned upon requirements to grade or improve portions of transportation corridors or dedicate right-of-way in excess of Major Arterial Highway Standards, and these costs exceed fees that would otherwise be due, the developer shall enter into an agreement with the applicable Agency and county or applicable city prior to 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 is entitled. A developer shall be entitled to reimbursement after acceptance of improvements by the applicable Agency to the extent major thoroughfare and bridge fees are available for reimbursement after satisfaction of all other obligations of the applicable Agency for which major thoroughfare and bridge fees are required. Satisfaction of such reimbursement obligations, however, in the event funds used to construct corridor facilities in excess of fee obligations are derived from Assessment District or Mello -Roos Community Facilities District bonds shall be made to such districts in a manner which will reduce the amount of such bonds in proportion to the reimbursement payment made by Agency. Except for the initial issuance and sale of bonds by Agency, repayment of all existing reimbursement agreement obligations by Agency shall be funded by any subsequent bond issue and satisfied upon receipt of bond proceeds. If the estimated costs of the 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 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 Benefit owned by the same developer. In the event title to the land of a project changes, credits can be transferred to another developer with the 223512_2.DOC 29 title to the land upon written notification to the appropriate legislative body and applicable Agency that is a party to 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 provided herein, no reimbursements shall be made until all grading, improvements or dedication are completed and accepted by the Agency and funds are available for reimbursement as detemtined 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 as hereinafter provided. As of June 12, 1997, the fee credit rate is $61,981 per acre for the SJHTC, and $58,262 per acre for the F/ETC, except for slope easements and a 120-foot-wide strip along centerline of the transportation corridor which would normally be required for arterial highway dedication (the "Creditable Acreage"). Beginning July 1, 1998, and annually thereafter, the foregoing fee credit rate for the SJHTC shall be increased by 2.667%, and the foregoing fee credit rate for the F/ETC shall be increased by 2.206%, without further actions by the Boards. Additional credit will be given for the Creditable Acreage in the amount of the difference from time to time existing between $75,000 and the then existing fee credit rates ("Supplemental Credit"). Notwithstanding the foregoing, Supplemental Credits may not be used by developers to offset Development Fees until such time as the completed Corridor is opened to traffic, and all rights to reimbursement arising out of Supplemental Credits shall be subordinate to the liens of any holders of bonds issued by the TCA. Beginning on the date the entire Corridor is opened to traffic, interest on the value of the Supplemental Credits shall be calculated at the co -mingled rate eamed by the Orange County Treasurer on general funds. 3. Grading Credit will be given for earthwork, road and slope drainage, buttressing, stabilization, hydroseeding and erosion control within the right-of-way (hinge point to hinge point) excluding slope and drainage easements in an amount to be 223512 2.DOC 30 determined on a case by case basis according to current design and grading plans. 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 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 15% 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. XII. ANNUAL FEE ADJUSTMENT It is intended that annually the fee programs be automatically adjusted by the Agencies as provided above, and further adjusted by the Agencies to reflect updated project cost estimates, substantial changes in general plan land use elements, or other pertinent information. In the event an annual evaluation of the fee programs causes fees to be reduced for any reason, reimbursements will not be considered for fees already paid. XIII. JOINT POWERS AGENCIES There are seventeen different cities within the proposed Areas of Benefit for the Foothill/Eastern and San Joaquin Hills Transportation Corridors. Joint Powers Agencies ("Agencies") consisting of City and County Parties have been formed for the purposes of planning, designing, financing and constructing the San Joaquin Hills and Foothill and Eastem Transportation Corridors. Fees collected by such Cities and 223512_2.DOC 31 the County will be deposited with the Agencies for such purposes. The Agencies will be responsible for administering fees collected under this fee program including any credits reimbursements called for in reimbursement agreements identified in Section XI of this report. 223512_2.DOC 32 • LEGENO f . 1 ►i, w ..r .w Of 4fl w r W. ISSN immaspeop *darn POW Weal a M I . IQ Hid ISI t SAN JOAO(IN HCLS IOOINLL/EASTERN MUCO rATICM CO►RCORS • 2 3 4 6 7 i 9 10 11 12 13 14 13 Y Y Y fl17 Y IS 19 20 21 . 22 23 16 24 21 26 =27 1 26 cGsdh taIIEIr II RESOLUTION OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA April 21, 1982 On motion .ofSupervisor Wieder, duly seconded and carried, the. following Resolution vas adopted: 4 AREAS, development of lands is occurring which contributes directly to the need for transportation corridors; and WHEREAS. said development may obstruct future right-la/way- for the transportation corridors; and • WHEREAS, development benefitting from transportation corridors should contribute in proportion to the need generated; and • implementation of the toward the cost genera115 WHEREAS, right-of-way for the transportation should be pr'otectc as development occurs; and SHOREAS, grading should be accomplished, whenever possible, in conjunction with the grading and development of surrounding propertz and WHEREAS, implementation of. logical increments of the corridor should occurin conjunction with the land development process when. the transportation needs of that development require those 'acilitii for access;•and wHEREAS, development policies for the implementation of the transportation corridor will provide a basis for planning of future development and serve as notice to the public as to the future locations of the corridors; Resolution No. 82-598 Transportation Corridors Development Policy 34 6 7 s 9 10 11 12 13 14 13 16 17 1E 19 20. 21 72 23 24 23 26 Z7 d 28 NOW, TH'..tcrE, BE IT RESOLVED that• a condition of approv 2 of subdivisions containing within their boundaries portions of 3 transportation corridors shown on the Transportation Element of 4 County General Plan the developer shall: y 1. Dedicate right-of-way to County. 2. Grade corridor right-of-way in accordance with schematic plans approved•.onithe tentative nap and rough grading plans appro, by the Director, EHA. 3. Construct arterial overcrossings for internal arterials. Width of overcrossing structure (i.e., number of travel lanes) is be determined based upon vehicular and pedestrian traffic generatt by the proposed project. 4. Construct corridor travel lanes and interchange ramps required irediately for access to proposed development or system continuity (closure of short gaps). Wasmber of lanes required is( based upon traffic generated .by proposed project. • .Sci . Participate, among other designated benefiaries;.'in arm established corridor development fee program. Coifs iacnrred purl to -Conditions 2 through 4 shall be creditable against fees. .:Costs incurred pursuant to condition 2 shall be creditable against fees the extent that the developtc see -program includes said right -of cost. BE IT luaintat RESOLVED that ERA is hereby directed to amend appropriate sections of the Subdivision and Zoning Codes to imps° this policy. BE IT Ito raEat RESOLVED that E1A is hereby directed to incorpc in General Plan amendment elements. zoning actions, area plans anc 1 site plans recommendations appropriate for implementing this po-. 1 35 •� . Y bE IT it.iii::k RESOLVED that EKA is hereby directed to begin 2 analyzing potential areas of benefit as an adjunct to the Orange Co 3 Orange County Transportation Commission Transportation Finance,Stud: BE IT FURTHER RESOLVED that affected cities be requested to ad< 5 similar policies. 6 BE IT FURTHER RESOLVED that E!A is hereby directed to. proceed 7 expeditiously. with the establishment of a fee program. s 9 10 11 12 13 34. 16 is AYES: SUPEPAISORS Sant= 21. 11n323EP, RALPS $. CLARE, AND ROGF3 STARTOx NOES: SUPERYISOPS sort ABSENT: SUPERYISORS BRUCE flS AN= AND tvc tas F. RILEY 19 20 it STATE OF CALIFORNIA 22 ) COss.UKfY OF ORANGE ))) 23 i. JWLE ALEWtDCR. Clert of the Board of Supervisors of Orange County. Cali 24 hereby certify that the above and foregoing Resolution was duly anti ^rrgptara adoot the said Board at a regular meeting thereof on the 21st nday`of : 23 19 82 . and passed by a enaninas vote of said Board' •- presents:;: 7. 26 IN V TNESS Unger. I have hereunto set ivy hand and eal-this 21st c Q*Y 0 n a 28 )Anil . 19 82 S. e Clerk of'the.;8oard of Suoerii`ot of Orange tou ty ca iforaie l 36 Lgoasci 10.0 • ' 11.0411.0 0.0 • 1.11 = 4.1/en ==1 co AREA OF INFLUENCE ' FOR CORRIDOR USERS WSW OH PIRCENTA011 Of USIA lleti ) SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR it•• 'EXHIBIT 10 Cr LEGEND MOON ilia, See • AREA OF INFLUENCE FOR CORRIDOR USERS WEED ON PERCENTAGE OF IAEA TRIM FOOTHILL/EASTERN TRANSPORTATION CORRIDOR EXHIBIT IV ti IEGEHO w maw Sal 10• %Nig V OAS Sal/ 1•04.1411.140 1..•m• 14 IN -Mr. J AREA Of WOO ►GOTHt.I/EASTERN t*AKVORitLai CtlRVORS txH1i1T VI • • sntslt ial rags 1 of 2 nx PROGRAM SHARE Or TOTAL CORRIDOR COST SAN JWIQOIN WILLS TRANSPORTATION CORRIDOR Corridor oser Trip...:;,. ...- With One or Moth Ends In Zone Trips beginning end ending is saris (Trips due to growth) • (Total trips) In/Out Trips (Trips due to growth) (Total trips) out/la trips (trips due to growth) (Total trips) Trip lnd Analysis (trip ends d s to (SbU1 trip ends) (Psroent corridor accent corridor (Percent corridor grwth) n due to grwthll users Ts br ions) 2 awes tt dos to_iy 'ovth) 3 tons & zone M Outside Am 27.108 5,890 5,116 25,047 • 9.811 22,195 60,145 25.834 43.798 78,820 35.345 69,894 57.362 28.141 50,274 73,274 38.582 72,203 171,725 63,755 118,304 210,118 53.549 186.487. 81.70% 70.28% 63.4. 42.88% 19.084 38.[l 35.03% 13.41% 24.1_ lrstosat corridor Tt dos to growth • trio ends des to growth Dotal Trip gads 2Peroent corridor users Ts by sow - Intel trio ends per sone Sumatica of total trip ends 3rercent corridor users TS due to growth - resat TL due to growth x percent aotti&dor users TE by zone 41• :".;:axterr vtt Page 2 of 2 P2s PROGRAM SHARE or TOTAL CORRIDOR met INt JOAQUIN MILLS TRANSPORTATION CORRIDOR 1 Corridor Deers TS tone Due to Growth Direct Benefit Indirect Benefit • P.. Program Share Growth in ?rip ends ter A a Total 35.031 13.411 41.441 $ 73,004,931 $ 27,911,130 $100,955,014 $ 21,0/9,141 $ 39,695,200 $ 61,545,041 4 97,056,775 $ 07,643,330 $10400,I05 1,321,160 1,462,013 2,713,253 474/r! $44/rt . 4S9/?2 (Are. 1, Total Corridor Coot • 4341,660,000 p 2. Pee Program share • 18.441 x $311,660,000 • $16S,S00,105 3. Direct Benefit 614 x 4165,500,10S • 4100,955,064 4, Indirect Benefit 391 x 4165,500,105 • $64,515,041 S. tone A Share Direct Benefit 35.031 x $341,660,001 x 611 • Indirect Benefit 30.5/' x 461,545,041 • Subtotal 6. tone 2 Share Direct Benefit Indirect Benefit •1 Total system trip ends with 13.611 X 1361,660,004 x 611 0 61.51e x $14,S/Syt1t4. Subtotal Total Pee PrograR.$har• 11 lnAaBtones 040 SNIP $ 73,006,934 24,169,141' 97,156,775 27,940,130 $ 31,195,300 6 ,643,330 $165,500,105 IXHIR/T VIII Page 1 of 2 TLL pROGRAK SHAM OF TOTAL CORRIDOR COST FOOTHILL/LASTLRH TRAN+pOR.TATIOH CORRIDOR • Corridor User Trips With One oc both Lads In tons Trips beginning and ending insane - (Trips due to growth) (Total tripe) In/Out Trips (Trips doe to growth) (gal trips) Outfln ?rips (Trips dos to growth) (Total trips) Trip Ind Analysis (Trip ends.dw to Motel trip ends) Percent corridor (Percent corridor Percent corridor gbh) TE due to growth)1 wars TI by ion.)2 users TE doe to gtowth)3 Zone A tons 3 Outside AOB 27,922 9,322 20,555 21,200 11,657 37,307 68.629 31.320 64,217 80,763 46,004 S8.312 75,449 33.64S 55.069 43,823 45,760 79,696 291,922 83.612 224.906 115.078 U.08% 72.66% 31.11* 19.6S% 34.18t 14.30% 3tttcest oorridor'TI due t4 vyowth - trip ends dne to growth Tote1 Trip Inds 24erast oorrider users 3= by some - Total trip ends per sone ration ct total trip ends 37ercmt corridor users TE due to growth - percent TI due to -growth x percent corridor users SE by some 160,396 242,822 66.05% 41.'52r 27.42L DT20-19 43 SMUT vli2 Page 2 of 2 PRE PROGRAM SRAM Cr TOTAL CORRIDOR COST TOOT1lILL/SASISAN TRANSPORTATION CORRIDOR 1 Corridor Viers TS Lone Due to Growth. intact Sonafit Indirect Ma Program Crovth In Bandit Share Trip ends re* A ! Total t107,415,117 t 15,023,503 $152,434,120 t 25,110,174 t 72,101,172 t 47,511,f44 0133,056,0f1 1117,131,075 0250,221,014 1,445,522 $10/TS 2,730,731 $43/Ts 4,3,1,453 457/11 (Ave.) 1. Total Corridor Cat • 0511,147,000 2. Pee Program share • 41,111 x 0511,117,000 • 0250,221,064 3, Dlreot Benefit 611 x 1250,221,011 • 0152,430,120 4, indirect Bandit; 3111 x *250,221,040 • 057,5$l,f14 5. Sons A Share Direct Sonafit 31.151 x 0514,111,000 x 411 ■ Indirect Benefit HAW .x tf7,511441 • Subtotal 4. tonsil Share Dlr.Ot Bandit 14,301 x 0514,117,000 x 611 • Indtreot Denali 73.e1% x 0f7,s11,144 • Subtotal Total fee Program Sham •1 Total system trip ends within A a.l Lame t107, 415,117 $ 25.410.174 $133,096,091 t 15,023,503 12,101,172 i 7,I31,975 $250,221,064 tn R1OIISIT IX COS? 'ER TRIP ENO ANALYSIS SAH JOAQOIH RILLS • Projected Growth In Dwelling Unit1 Single Dwelling t)nits (SDIJ) Multiple Dwelling Unita (AEU) noleeted Growth In Industrlel/Coeweroia1 rioor Space Manufacturing floor Space (sq. rt.) Retell -Regional ?loot Space (Sq. rt.) Retell -Local' floor Spec, (Sq. rt.) Office/Other Toot Space (Sq. rt.) Total floor Space (Sq. rt.) Trip Ind Growth Or Landuip ?rip Miltreat4 bit (12 T.E./D.U.) NDU (7.?.E./D.U.) Manufacturing (10 T.S./ksf) Retail -Regional (90 T.E./ksf) Retail -Local* (100 ?.1./kaf) Office/Other (20 T.E./krf) • Total ?rip Ends Haw Derelopwtnt Shave of Total Corridor Costs Avaraga Coot pet ?rip End Cat in 1901 Dollars 'Sane as neighborhood/communitfooenerotal (1) $97,056,774 t 1,321,160 TN • $74.07/?cip End, (2) $67,643,330 t 1,462,093 TE • 646.21/trip Ind, bone A 31,421 27.70E 5,659,161 1.496,000 4,489,000 4,374 017 20,021,1#5 379,452 193,956 54,592 71,100 441,100 147,444 1,12.1,1441 # 97,8% 774 ' .ea7 $74/Trip End say $46/Tr1p End 74(1) Son. E 11,614 34,389 6,701,072 3,826,375 5,252,625 9,920,487 27,700,559 129,360 240,723 67,011 291,319 529,262 196,410 1,462,093 $ 67,643,330 # 46(2) IXRlstr X COST ft* TRIP MID AR'ALyata foorii uouternit son. A Son* a Projected Growth in Dwelling Unit• dingle Dwelling Units (IDO) 53,502 53,631 Multiple Dwelling Units (16D0') 22,311 33,556 Projected Growth In Industrielitowearglai floor Span• Manufacturing Floor Space (Eq. Ft.) 7,660,1l6 13,438,465 Retail -Regional Floor Ewe (Sq. Ft.) 1,380,175 3,832,125 Retail -Local• floor Opine (aq. Ft.) 4,731423 11,556,375 .� Office/Other floor apsoe (dq. ft.) 10,155,26, '17.768,704 CA Total floor apace (aq. Ft.) 24,231,767 46,616,663 ,, Trip end Growth Si' Undue+ Trip Rate rafter, IOU (12 T.E./D.o.) MDO (7 T.R./D.C.) Manufacturing (10 T.E./ksf) Retail -Regional (30 T.R./ksf) Retail -Locale (100 T.E./k.f) Office/Other (20 T.E./ktf) Total Trip Ends New Development Share of Total Corridor Costs Marra Cott per Trip End . Cost In 1962 Dollars got as neighborhood/000nunity commercial (11 $131,036,0111 t 1,663.922 w $79.63/Prip End! say 460/Trip End (2) $117,131,975 t 2,730,731 w $12.63/Trip End, say $43/Trip End 466,024 160,377 76.010 70,844 4789662 203,103 1,663,922 $133,036.0l1. 7! (1) 643,612 248,806 134,385 182,606 1,133,43$ 355,374 2,730,731 $117,131,373 1 44(�) • • • • EXHIBIT xi Page 1 of 2 DAILT VESICLE TRIP GENERATION RATES MANGE COUNTY INVIIK ufflrrAL PODUJ Qea AGGICT August 19112 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/Lsf' is an abbreviation for trip ends per thousand square feet of gross building floor area. 'TE/Aere• refers to trip ands per developed acre. Land Use tE/Lsf TE/Acre TE/Otber INDUSTRIAL Light Isdwtriai/Industrial Park 13 Warehouse - S 174 a ASIDE TlIAL Single Family Detached 12 TE/Du Single Daily Detached-tstate. 15 TE/Du Mul tiple t apartments, Condos) 7 TE/Ou S TE/bu Retirement Cosamoity . 4 TE/D„ LOOGING motel Motel Rest orMotel (SIC Use) 10. fl/Rooa ! TE/Roaa 300 ld TL/Rccr MEOUCATIOMLL Ueighbocbood Park 4 AnimalPark S State Park 1 Marina 4 ?E/Berth N Seach 3S0 TE/1000' Golf CourCampground • S TE/Caepsi Tennis Club 43 nrt lagoetball Club .26 31 TE/Court llemeatary School Junior Sigh school Sigh School Junior College Church - Weekday Chard* - Sunday Library 47 1.0 TE/Stude i0 0.9 TB/Stpde !0 1.4 TE/Stode 00 1.5 TE/Studr 19 GO 44 135 42 310 47 EXHIBIT xi Page 2 of 2 • Land Use TL/Tsf TE/Acre 7E/Other MEDICAL nospital Nursing Roue Orin 18 200 14 TE/Bed 3 TE/8ed General Office 15 Medical Office 75 Research Center 10 RED= 240 40 Discount Store f5 Eardwar.fcae Improvement S0 550 Shopping Center - Regional S0 500 ( 30 Acres) Shopping Canter - Community 70 900 (10-30 Acres) Shopping Canter - neighborhood 135 1250 ( 107►aes) Restaurant Quality (i.e.. Velvet turtle. 110 hungry tiger etc.) Restaurant - !Ugh Turnover (ie., Sub's. 350 Dummy's, etc.) Restaurant - Vast rood (i.e.. MacDonald's. 900 Carl's Jr.. etc.) Automobile Sales 400 Service Station Superaarket 125 Convenience Market (i.e.. 7-11. 550 Stop & Go. etc.) Sank - Valk In • 1110 Sank -Drive In 195 Savings and Loan - Valk In SS Savings and Loan - Drive In 75 IRS:desUT20-22 6/11/85 750 TE/Statioa 48 AMENDMENT NO. 4 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY SECTION 1. The Board of Supervisors of the San Joaquin Hills Transportation Corridor Agency imposed no terms and conditions upon the participation of the City of Laguna Woods 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 Laguna Woods and the City of Laguna Hills, 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. 4 to such Agreement: (a) City of Costa Mesa (b) City of Dana Point (c) City of Irvine (d) City of Laguna Hills (e) City of Laguna Niguel (f) City of Laguna Woods (g) City of Mission Viejo (h) City of Newport Beach (i) County of Orange (3rd District) (j) County of Orange (5th District) (k) City of San Clemente Agreement #99-02 1 1 (1) City of San Juan Capistrano (m) City of Santa Ana" SECTION 3. Section 3.2 hereby is amended to read as follows: .. BOARD. (a) The Board shall consist of the following: (i) ATTEST: Clerk of the Board of Supervisors By: Dated: APPROVED AS TO FORM: By: County Couns Agreement #99-021 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, Laguna Hills, Laguna Niguel, Laguna Woods, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano, and Santa Ana and the County of Orange (3rd and 5th Districts)." 2 COUNTY OF ORANGE By: Chairman Board of Supervisors 1. Kathy Besnard, hereby certify the foregoing instrument to be a full, true and correct copy of the original instrument now en file in our office. Date: 3/ 61/dv Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency ATTEST: Clerk of the City of Costa Mesa By: By: / T: Dated: L (-". 51 I q ? ? APPROVED AS TO FORM: By: Li, C. t.' (, r7 City Attorney ATTEST: CITY OF COSTA ESA Mayor COUNTY OF IRVINE Clerk of the City of Irvine By: Mayor By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Laguna Hills By: Dated: APPROVED AS TO FORM: CITY OF LAGUNA HILLS By: Mayor I, Kathy Besnard, hereby certify the foregoing instrument to be a full, true and correct copy of the original instrument now en file in our office. By: Date: City Attorney Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-02I 3 ATTEST: Clerk of the City of Costa Mesa By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Irvine ATTEST: Clerk of the City of Laguna Hills By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF COSTA MESA By: Mayor Ctrl COUNRVINE. By ayor THE FOREGOING INSTRUMENT IS A FULL, TRUE, ,AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE ATTE.T �_ Oe�a-� IO-il-`z(7 CITY CLERK OF THE CITY OF IRVINE, CA. CITY OF LAGUNA HILLS By: Mayor 1, Kathy 8esnard, hereby certify the foregoing instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: sa b7 Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-02 I 3 ATTEST: Clerk of the City of Costa Mesa By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Irvine By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Laguna Hills By: imary A. Mari; jort Dated:a cl 7 %' APPROVED AS TO FORM: By: City Attorney Lois E. Jefyfry CITY OF COSTA MESA By: Mayor COUNTY OF IRVINE By: Mayor CITY OF LAGUNA HILLS By: Mayor Cynthia D. Grccngol 1, Kathy Besnard, hereby certify the foregoing Instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: CYO Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-021 3 ATTEST: CITY OF LAG `; NIGUEL Clerk f Laguna Niguel By By: Date ATTEST: Clerk of the City • f Laguna Woods By: D APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: CITY OF L • : 1 A OODS By• f i ayor Pro ' em CITY OF MISSION VIEJO By: Mayor 1, Kathy Besnard, hereby certify the foregoing instrument to be a full, true and correct copy of the original instrument new en file in our office. Date: g By: /0'1 City Attorney Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-021 4 ATTEST: Clerk of the City of Laguna Niguel By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City • f Laguna Woods APPROVED S TO FORM: By: f� . City Attorney ATTEST: Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF LAGUNA NIGUEL By: Mayor CITY OF L • : O A OODS By % *� ayor Pro ' em CITY OF MISSION VIEJO By: Mayor 1, Kathy Besnard, hereby certify the foregoing Instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: KathBesnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-02 1 4 ATTEST: Clerk of the City of Laguna Woods By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: By: City Counsel ATTEST: Clerk of the City of Newport Beach By: Dated: APPROVED AS TO FORM: By: City Counsel Agreement #99-021 CITY OF LAGUNA WOODS By: Mayor CITY OF MISSION VIEJO CITY OF NEWPORT BEACH By: Mayor 1, Kathy Besnard, hereby certify the foregoing instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: /q(0-u Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency - 4 - ATTEST: Clerk of the City of Newport Beach .1%Mo �1a 716, By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of San Clemente By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF N PORT BEACH OA (0 By: Mayor CITY OF SAN CLEMENTE By: Mayor ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the City of San Juan Capistrano By: Mayor By: Dated: APPROVED AS TO FORM: By: City Attorney 1, Kathy Besnard, hereby certify the foregoing Instrument to be a full, true and correct copy of the original instrument now on file in our office. `3-/ Date: Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency Agreement #99-021 5 ATTEST: Clerk of the City of Newport Beach By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of San Clemente By: Dated: %=/Z APPROVED AS TO FORM: By: CITY OF NEWPORT BEACH By: Mayor CITY OF SAN CLEMENTE By: Mayor ee„ ATTEST: CITY OF SAN JUAN CAPISTRANO Clerk of the City of San Juan Capistrano By: Mayor By: Dated: APPROVED AS TO FORM: By: City Attorney Agreement #99-02 1 I, Kathy Besnard, hereby certify the foregoing Instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: 5 Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency ATTEST: Clerk of the City of Newport Beach By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of San Clemente By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: CITY OF NEWPORT BEACH By: Mayor CITY OF SAN CLEMENTE By: Mayor CITY OAPISTRANO Clerk the City off S Juan Capistrano By: By. // l ae- l Dated: 10/5/99 APPROVED AS TO FORM: By: Agreement #99-021 M. or John Greiner 1, Kathy Besnard, hereby certify the foregoing Instrument to be a full, true and correct copy of the original instrument now on file in our office. Date: Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency ATTEST: Clerk of the City of Santa Ana By: Dated: /o/ / Agreement #99-021 6 CITY OF SATA AN By: M i, Kathy Besnard, hereby certify the foregoing instrument to be a full, true and correct copy Of the original instrument now en file in our office. Date: 9/61) Kathy Besnard, Assistant Secretary San Joaquin Hills Transportation Corridor Agency AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY SECTION 1. The Board of Supervisors of the San Joaquin Hills Transportation Corridor Agency imposed no terms and conditions upon the participation of the City of Laguna Hills 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 Fec Prugrain of suc,a Agency ,dna tie Lasolut .on 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 Laguna Hills, 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. 3 to such Agreement: (a) County of.Orange (b) City of Costa Mesa (c) City of Dana Point (d) City of Irvine (e) City of Laguna Hills (f) City of Laguna Niguel (g) City of Mission Viejo (h) City of Newport Beach (i) City of San Clemente (j) City of San Juan Capistrano (k) City of Santa Ana OR1:DLB:257 -1- follows: SECTION 3. Section 3.2 hereby is amended to read as ... 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 Costa Mesa, Dana Point, Irvine, Laguna Hills, Laguna Niguel, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano, and Santa Ana. ATTEST: Clerk of the Board of Supervisors APPROVED AS TO FORM: By: / County Counsel ATTEST: Clerk of the City of Dana Point B� : ('l Dated ly\act APPROVED AS TO FORM: By: COUNTY OF ORANGE By: an Bard of Supervisors CITY OF DANA POINT By: May OR1:DLB:257 -2- ATTEST: Clerk of the City of Irvine APPROVED AS TO FORM: By: ATTEST: Clerk of the CITY 0 IRVINE By:\_ May CITY OF LAGUNA HILLS By: , / 72' -PSG C,.ty of Laguna Hills Mayor By: APPROVED AS TO FORM: By: ATTEST: Clerk r'f zAle City of Laaurra ��iguel Mayor APPROVTD AL 20 FORM: By: w , ity Counsel -1(2-01 OR1:DLB:257 -3- ATTE T. Cnzk tit i.he City of Mies on Viejo L`f Dated APPRG7ED : S TO FORM: By: City Counsel ATTEST: Clerk of the City of San Clemente By: Dated APPROVED AS TO FORM: By: ATTEST: Clerk of the City of San Juan Capistrano By: Dated APPROVED AS TO FORM* By: Ci.ty Counsel CITY OF t SS: OV By: M.yor CITY OF SAN JUAN---CAPISTRANO ,- Mayor OR1:DLB:257 -4- ATTEST: Clerk of the City of Santa Ana By: APPROVED AS TO FORM: By: S to coi toit City Manager OR1:DLB:257 -5- ATTEST: Clerk of the City of Costa Mesa APPROVED AS TO FORM: By: AAArV444w6 I4,Jt City Counsel ATTEST: Clerk of the City of Newport Beach APPROVED AS TO FORM: By: C ty Cou CITY OF COSTA MESA CITY OF NEWPORT BE By: Mayor AMENDMENT N0. 2 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 Laguna Niguel 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 and the City of Laguna Niguel, 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. 2 to such Agreement, pursuant to Section 9.1, by and among all of the following public agencies of the 6th day of February, 1990, 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 Costa Mesa (c) City of Dana Point (d) City of Irvine (e) City of Laguna Niguel (f) City of Mission Viejo (g) City of Newport Beach (h) City of San Clemente (i) City of San Juan Capistrano (j) City of Santa Ana Page 1 of 5 follows: SECTION 3. Section 3.2 hereby is amended to read as following: . .3.2 BOARD a. The Board shall consist of the (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, Laguna Niguel, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano and Santa Ana. SECTION 4. This Amendment No. 2 can be executed in any number of counterparts. ATTEST: COUNTY OF ORANGE Clerk of the Board of Supervisors By: Dated: APPROVED AS TO FORM: By: County Counsel By: Chairman Board of Supervisors ATTEST: CITY OF COSTA MESA Clerk of the City of Costa Mesa By: Dated: APPROVED AS TO FORM: By: City Attorney By: Mayor Page 2 of 5 (i) One voting Board Member appointed by the legisla- tive body of each of the following Parties, pursuant to Section 3.1 above; the Cities of Costa Mesa, Dana Point, Irvine, Laguna Niguel, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano and Santa Ana. SECTION 4. This Amendment No. 2 can be executed in any number of counterparts. ATTEST: COUNTY OF ORANGE Clerk of the Board of Supervisors Chairman, Board of Supervisors Dated: APPROVED AS TO FORM: County Counsel ATTEST: CITY OF COSTA MESA Clerk of the City of Costa Mesa Ma Dated: APPROVED AS TO FORM: 1(eJ;Le City Attorney I, Kathy Desna rd, hereby certify the forcfein%instrumcnt to be a full, true and correct copy of tce orifinat instrument now on file in cur altice. Date: -' Trans y Bernard 9n Corridor Agencies 2 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 Costa Mesa,.Dana Point, Irvine, Laguna Niguel, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano and Santa Ana. SECTION 4. This Amendment No. 2 can be executed in any number of counterparts. ORIGINAL DOCUMENT MISPLACED. AUTHORIZED rr 3RUARY 6, 1990 RE —EXECUTED MARCH 18, 1990 SIGN AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DFLEIVERED TO THE CHAIRMAN OF THE BOARD. LINDA D. RUTH Clerk of the Board of Supervisors County of Orange. California APPROVED AS TO FORM: By: / County Counsel ATTEST: Clerk of the City of Costa Mesa By: Dated: APPROVED AS TO FORM: By: City Attorney COUNTY OF ORANGE By: Chairman Board of Supervisors CITY OF COSTA MESA By: Mayor 1, K nth" saanard. hereby certify the tcxcxaing instrument to co: rest ropy o1 tre. original instT4nient u t�11, true an i�+ ce on lite in our C date:. -- Tram 8eanerd .Corridor Mencie* Page 2 of 5 ATTEST: Clerk of the City of Dana Point CITY OF DANA POINT By: Mayor Eileen L. Krause By: ary r_son, y Clerk Date: .4L4 d ./� /rife) ud APPROVED AS TO RM: By: City Attorney Jerry Patterson ATTEST: CITY OF IRVINE Clerk of the City of Irvine By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Laguna Niguel By: Dated: APPROVED AS TO FORM: By: City Attorney By: Mayor CITY OF LAGUNA NIGUEL By: Mayor I, Kathy 8esnard, hereby certify the foregoing instrument to Ise a tug, true and correct copy of the origin3I instrJr..ert now on file in our office. j'' ( f i Date.' J : K 6esnarl Transpart# or* Corriter.lAfehcies. Page 3 of 5 ATTEST: CITY OF DANA POINT Clerk of the City of Dana Point By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: By: Mayor CITY OF IRVINE Clerk of the City of Irvine APPROVED AS TO FORM: By: City ATTEST: Attorney Clerk of the City of Laguna Niguel By: Dated: APPROVED AS TO FORM: By: CITY OF LAGUNA NIGUEL By: Mayor I, Kathy 8esnart hereby certify the forgoing instru +` t , be a full, true and correct copy of the original instru:ilz:.i: now on tite in our office. Date J ::! (%/ �L at canard By: Rantportati Corridor Agencies City Attorney Page 3 of 5 ATTEST: Clerk of the City of Dana Point By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Irvine By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Laguna Niguel By: Dated : -72-?/? APPROVED AS TO FORM: By: �., C.ty ttorney 0 CITY OF DANA POINT By: Mayor CITY OF IRVINE By: Mayor CITY OF LAGUNA NIGUEL By: Mayor 1, Kathy Resnard, hereby certify the foregoing instrur,;s^r bo a full, true and correct copy of the original instru;atr. now on tie in our office. • Date. lrcrd Trans;en Corridor Agercies Page 3 of 5 ATTEST: Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: By: City Attorney Scott Field ATTEST: Clerk of the City of Newport Beach By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of San Clemente By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF MISSION VIEJO ayor Christain W. K CITY OF NEWPORT BEACH By: Mayor CITY OF SAN CLEMENTE By: Mayor t, Kathy 8esnard, hereby certify the foregoing instru,r.F:nt,'. ixt a full, true and correct copy of the originst instr unc now on file in our office. % Date: J) � l".1 - f 6 pesnard Corridor Agencies Page 4 of 5 ATTEST: Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Newport Beach PROVED AS TO FORM: 7 By: c6- City Attorney ATTEST: Clerk of the City of San Clemente By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF MISSION VIEJO By: Mayor CITY OF NEWPORT BEACH By: ___f4441-Rtl.Vimete•440%.„, Mayor CITY OF SAN CLEMENTE By: Mayor 1, Kathy Besnard. hereby certifythe foregoing instru;r.:-:,r: > be a full. true and correct copy of the original now on file in cur alike. Page 4 of 5 Date: ( J q o fiesrraid TranEy;xti4 Con1dsx Mena es ATTEST: CITY OF MISSION VIEJO Clerk of the City of Mission Viejo By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Newport Beach By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: By: Mayor CITY OF NEWPORT BEACH By: Mayor CITY OF SAN CLEMENTE Clerk of the City of San Clemente By: OOLA4-61_ 4/6(16f--t-- Mayor By . /L�-�/ Dated: APPROVED AS TO FORM: By: /V C- t, Atto ney I, Kathy Resnard, hereby certify the foregoing instrun'wnt to bo a full, true and correct copy of the original instr:;n c: . now on fi in our o;flce. Page 4 of 5 7(7 9-k) ( ion Corridor Agencies ATTEST: Clerk of the City of San Juan Capistrano By: Dated: APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of Santa Ana By: Dated: APPROVED AS TO FORM: By: CITY OF SAN JUAN CAPISTRANO By: Mayor CITY OF SANTA ANA By: City Manager i, Kathy 43eanerd, hereby certify the foregoing instrument to be a tuff. true and correct copy of the original instrument now u;i file in our office. Date: ,) l -it thy eesnard Trans. tion Corridor Apes Page 5 of 5 ATTEST: Clerk of the City of San Juan Capistrano By: ?iary AHanover Dated : February 6, 1990 APPROVED AS TO FORM: f) By: City ATTEST: Attorney Clerk of the City of Santa Ana By: Dated: APPROVED AS TO FORM: By: City Attorney CITY OF SAN JUAN CAPISTRANO By: Gary L. Hausdorfer CITY OF SANTA ANA By: Mayor Hard. hereby certify the iorcgeire it trumer:t to 1 Kathy i3..sof tte orivinal lostrurraf =•_ h3 a tu;l true a;,zl correct cORY new co till: 1:1 our Cl,i1:e. r` try ti3rtl d on COreidar des Date: Tramp!) Page 5 of 5 C - .5V, 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 yCh day of o4/10L , 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 Costa 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 1 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 Costa Mesa, Dana Point, Irvine, Newport Beach, San Clemente, San Juan Capistrano, Mission Viejo and Santa Ana. SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD By: By: C2.-,--.Q.„J - cam' :'ti6 LINDA D. RUTH Clerk of the Board of Supervisors County of Orange, California Y�YS0 APPROVED AS TO FORM: o ty Counsel ATTEST: Clerk of. the City of Dana. Point I3? MARCARLSON Dated May 23, 1989 .APPROVED AS TO FORM: By. orney RR 'J M. PATTERSON COUNTY OF ORANGE Chairman Board of Supervisors CITY OF DANA POINT i By: Mayor JUDY CURRERI EXHIBIT A Page 2 of 4 ATTEST: Clerk of the City of Irvine By: Date APP' EJ AS T FORM: By City • ttorney ATTEST: Clerk of the City of Mission Viejo IVY JorvZOF3EL By: Dated APPROVED AS TO FORM: By: ofr--ec-rr / City Attorney SCOTT FIELD ATTEST: Clerk of the City of Newport Beach By: Dated % //—.g9 APPROVED AS TO FORM: By: City Attorney ATTEST: Clerk of the City of San Clemente Bv: By: By: q ° > Dated —I—� APPROVED AS TO FORM: By: �!'!� M Cit CITY OF IRVINE By: CITY OF MISSION VIEJO Mayor WILLIAM S. CRAYC CIT OF NEW)ORT BEACH 6 CITY OF SAN CLEMENTE EXHIBIT A Page 3 of 4 ATTEST: Clerk of the City of San Juan Capistrano APPROVED AS TO FORM: By: City Atto ATTEST: Clerk of the City of Santa Ana By. CITY OF SAN JUAN CAPISTRANO CITY OF SANTA ANA By, _ Dated Y/3/t APPROVED AS TO FORM: ATTEST: Clerk of the City of Costa Mesa By: Dated 4-'30- �89 APPROX.-1/.4°4 By: City Attorney EXHIBIT A Page 4 of 4 City Manager CITY OF COSTA MESA • CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER June 28, 1988 TO: CITY CLERK FROM: City Manager SUBJECT: TRANSPORTATION CORRIDOR AGENCIES The City Council on June 27 approved of the addendum to include the City of Mission Viejo in the San Joaquin Hills Transporta- tion Corridor Agency. As you recall, Mr. John Meyer sent to me two different agreements -- one was the proper agreement and the other was intended for the Foothills Agency. When you have the Mayor execute the required documents, please make certain that they are the correct documents for the San Joaquin Hills Transportation Corridor. Also,k " ' disagasialinSiineseasompasimes ROBERT L. WYNN FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ORIGINAL • • a. TABLE OF CONTENTS 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 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. FEES 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 -i- VI. BUDGETS AND DISBURSEMENTS 13 6.1 Annual Budget 13 6.2 Disbursements 14 6.3 Accounts 14 6.4 Expenditures Within Approved Annual Budget 14 6.5 Audit 14 VII. SECURITIES 15 7.1 Securities 15 VIII. LIABILITIES 15 8.1 Liabilities 15 8.2 Hold Harmless and Indemnify 15 I%. 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 %I. MISCELLANEOUS 18 11.1 Amendments 18 11.2 Notice 19 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 21 s FIRST AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS 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 the / 7tA day of 48tt t , 1988, the date on which six or more of the following public agencies executed this First Amended and Restated Joint Exercise of Powers Agreement Creating the San Joaquin Hills Transportation Corridor Agency: (a) County of Orange (b) City of Costa Mesa (c) City of Irvine (d) City of Mission Viejo (e) City of Newport Beach (f) City of San Clemente (g) City of San Juan Capistrano (h) City of Santa Ana E E C Z T A L E 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 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 Corridor. 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 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. H. 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- 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 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 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 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. -3- • • h. "Fiscal Year" means July lst 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 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 let to and including March 31 and April lst 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. -4- • 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. 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 plannin; 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; -5- 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 the extent not herein specifically provided for, to exercise any powers in the manner and according to the methods provided under applicable laws. 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. -6- 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 Costa Mesa, Irvine, Newport Beach, San Clemente, San Juan Capistrano, Mission Viejo 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. (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 theParty 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). -7- 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 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. -8- • • 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 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. 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. -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. 3.13 $onding 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, worker's 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. -10- • 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 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 Hilts 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 pay said fees to the Agency in quarterly payments, within sixty (60) days after the end of each quarter. -11- • i , 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. 4.4 Compensation of Agency for Acp»isition 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 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 ali;nment 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. -12- 1 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 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 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. -13- • • 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 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 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. -14- 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 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 gold 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 -15- • • 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 or Parties not directly responsible for the negligent or wrongful act or omission shall be limited to 0ne 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. Ix. ADMISSION AND WITHDRAWAL OF PARTIES 9.1 Admission of New Parties. It is recognized that public entities, other than the on ;inal 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 written consent of the Parties evidenced by the execution of a written amendment to this Agreement, and 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 -16- • • 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. X. TERMINATION AND DISPOSITION OF ASSETh 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 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, 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 -17- • • California Department of Transportation and 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 made to such proverties 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. -18- 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 six 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 -19- • • 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. 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. -20- 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 B B APPROVED AS TO FORM: f i � 4C/1,1 County Counsel ATTEST: City Clerk City of Costa Mesa B APPROVED AS TO FORM: G 4 r City A torney ATTEST: City Clerk Cit of Irvine B 011« 7 APPRO r City ttorne RANGE Chairman Board of Supervisors Dated OCT �- 4 1988 CIT F COS MES l yor Dated -21- CITY OF IRVINE By Mayo Dated // /4 ATTEST: City Clerk City of Mission Viejo By APPRO J D AS TO FORM: Rs, City orney ATTEST: City Clerk( City of Newport Beach City Attorney ATTEST: City Clerk City of San Clemente CITY OF MISSION VIEJO Mayor Dated / 0 CITY OF NEWPORT--BEH By Mayo Dat e di'/j CITY OF SAN CLEMENTE By 74'ml aliA Mayor / By .v�ti r.✓��cl Dated / Q / `�/gi APPROVE AS TO FORM: Attbrney ATTEST: City Clerk City of San Juan Capistrano ATTEST: City Clerk City of Santa Ana CITY OF SAN JUAN CAPISTRANO By May r Dated c<f:)c_ zz� -,- 't"" CITY OF SANTA ANA B Mayor Dated ///y r. • • 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 Agencies 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 IB Deferral of Fees 30 X Criteria for Collection of Fees 30 %I Development Exactions & Credits 31 XII Annual Fee Adjustment 34 XIII City Participation in Fee Program 35 -i- LIST OF EXHIBITS EXHIBIT N0. TITLE I Area of Benefit Index Map with City Boundaries IX x XI PAGE 36 Resolution 82-598, Transportation Corridor Development Policy 37-39 Area of Influence for Corridor Users, San Joaquin Hills Transportation Corridor 40 Area of Influence for Corridor Users, Foothill/Eastern Transportation Corridors 41 Area of Benefit, San Joaquin Hills Transportation Corridor 42 Area of Benefit, Foothill/Eastern Transportation Corridors Fee Program Share Cost, SJHTC Fee Program Share Cost, F/ETC Cost Per Trip End Cost Per Trip End of Total Corridor of Total Corridor Analysis, SJHTC Analysis, F/ETC Daily Vehicle Trip Generation Rates 43 44-45 46-47 48 49 50-51 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 • • MAJOR THOROUGHFARE AND BRIDGE FEE PROGRAM FOR SAN JOAQUIN HILLS AND F00THILL/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. The development fee program is based upon Government Code Sections 50029, 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 as toll resources. No assessment of existing developed 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 4% 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). 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. The development fee program is based upon Government Code Sections 50029, 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 as toll resources. No assessment of existing developed 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 4% 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 1A, 1988, fees for each of the fee zones within the areas of benefit are: SJHTC Single Family Residential Zone A Zone B $ 1,372/unit $ 1,062/unit Multi -Unit Residential $ 799/unit $ 620/unit Non -Residential $ 1.84/sf. $ 1.36/sf. F/ETC Zone A $ 1,360/unit $ 794/unit $ 1.89/sf. Zone B $ 967/unit $ 563/unit $ 1.10/sf. 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 Agency pursuant to approved plans, specifications and phasing of the Agency, or by agreements with Parties executed prior to the effective date of this First Amended and Restated Agreement. The amount of credit neither will be adjusted with subsequent revisions to the fee program nor will additional fees based upon such subsequent revisions be required once such credit is memorialized by agreement. This credit may be transferred in accordance with the provisions of Section XI to subsequent owners of the property from which the credits were generated. . 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 cities are included within the benefit areas for the SJHTC and F/ETC in addition to portions of the unincorporated County of Orange. The County may adopt a 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 Powers Agencies consisting of City and County members have been created to plan, design, finance, and construct the Corridors, and to determine the order of phasing of construction of corridor segments when developers are required to construct corridor improvements in lieu of payment of fees. All fees collected under this program will be 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 66484.3 permit the establishment of local ordinances to require payment of 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. Pursuant to the above provisions of the Government Code, the Board of Supervisors adopted 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, and to proceed with the establishment of a fee 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. -4- • • On January 30, 1984 the Orange County Planning Commission 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 Industry Association of Southern California, Orange County Region, and cities within these Areas of Benefit have lead to the Fee Program defined within this report, and the formation of the San Joaquin Hills Transportation Corridor Agency and the Eastern/Foothill Transportation Corridor Agency to implement such Fee Program and plan, design, finance and construct such corridors. The County and various cities within the Area of Benefit of the San Joaquin Hills and Foothill/Eastern Transportation Corridors formed two Joint Powers Agencies known as the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency. Necessary ordinances and resolutions to effect the Fee Program have been adopted by all parties of the Agency, and such program is now being fully implemented. 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 toils. The corridors will provide for high speed movement of vehicular traffic where projected volumes exceed major arterial highway capacities. These routes will function similar to freeways and expressways and should eventually be incorporated into the State Highway System. They are, therefore, designed to meet minimum State and Federal standards. In addition to the need for major transportation corridors generated by existing development, the -5- relatively rapid growth and planned future development in Orange County also contributes directly to such need. 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 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. These facilities will also relieve recurrent congestion on major arterials and freeways in Orange County. 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 alignment was established in 1979 as part of the MPAH and Transportation Element of the Orange County General Plan. That alignment includes the 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 scenic highway standards 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. The central segment of the corridor will carry the greatest amount of traffic because there are a limited number of alternative parallel highway facilities. Traffic volumes on the south end of the corridor are lowest along the route as a result of countywide traffic orientation, which is 3enerally to the north. Access to the corridor will be limited to -6- • • approximately 12 grade -separate interchanges with arterial highways as well as provisions for future additional interchanges with arterial highways plus provisions for future additional exclusive interchan;e 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 alignments and included in the Transportation Element of the Orange County General Plan. The preferred alternatives will be studied further as the environmental review process continues. The FOOTHILL TRANSPORTATION CORRIDOR is an 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 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 at the 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 purposetravel 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. III. 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 their existing General Plan Land Uses Elements, particularly in areas serving the Foothill and Eastern Corridors, those facilities may require adjustments in lanes to accommodate that growth. It is intended that the fee adopted under this program will be reevaluated if an additional level • • facility is needed to serve increased intensities planned in adopted land use Elements of their General Plan. In the event that such intensities are decreased, and reduction in the level of facility then is still feasible in view of rights of way then acquired, planning, design, engineering and construction then completed and financing commitments made, such fee 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 in various stages of approval. 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. Alignment selection studies also are underway on the Eastern Corridor and the southerly end of the Foothill Corridor between about 0so 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 (SB 2048 and SB 2049), Chapters 1363 and 1364, respectively of the Statutes of 1988) also have been enacted which designates the Eastern and Foothill Transportation Corridors as State Routes 231 and 241, respectively. IV. ESTIMATED COSTS The construction costs include 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 art of the corridor cost was assumed to have a value of $50,000/acre, to be adjusted by the Agency in accordance with the California Construction Cost Index, or other comparable index selected by the Board. 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 based on the following estimates prepared for the County during the Phase II SJHTC study work, to be adjusted by the Agency in accordance with the California Construction Cost Index, or other comparable index selected by the Board. -9- TABLE IV-1 SAN JOAQUIN HILLS TRANSPORTATION Construction: Engineering & Admin.: Contingencies: Right 0f Way (in excess of Major Arterial Hwy.): Total (for purposes of Fee Program): CORRIDOR COST $259,736,000 38,960,000 25,974,000 16.990 000 $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, to be adjusted by the Agency in accordance with the California Construction Cost Index, are as follows: TABLE IV-2 Construction: Eng. & Admin.: Contingencies: Right 0f Way (in excess of Major Art. Hwy.): Total (for purposes of Fee Program): $317,774,000 $198,373,000 $516,147,000 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS COST Foothill Eastern Total $233,557,000 $143,526,000 $377,083,000 35,033,000 21,528,500 56,561,500 35,033,000 21,528,500 56,561,500 V. OVERALL FINANCING 14.151.000 11.790.000 25.941.000 The Board of Supervisors has established a transportation corridor development policy (Exhibit II), also implemented by the Agency and all of its Parties, which 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 (e.g. toll revenues) will be sought for the portion of the cost not funded by development fees. State Route 73 (Corona Del Mar Freeway) has been legislatively redescribed to correspondwith the route of San Joaquin Hills Transportation Corridor. Similar legislation has been approved by the Legislature (SB 2048 and SB 2049) and is pending signature by the Governor to place the Foothill/Eastern Corridors in the State Highway System. The San Joaquin Hills Transportation Corridor also has been designated as the "first phase" of a federal pilot project authorized by HR2, Surface Transportation Act of 1986, thereby making it eligible for a maximum of 35% federal funding, if approved by the California Transportation Commission in its State Transportation Improvement Program (STIP). 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 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 originally estimated corridor costs, subject to adjustment as previously stated, and the portions allocated to new development through the Major Thoroughfare and Bridge (MT&B) fee program are: New Development Approximate Total Cost Share of Cost San Joaquin Bills: $341,660,000 $165,500,104 48.4% Foothill/Eastern: $516,147,000 $250,228,066 48.5% In accordance with current Agency policy, 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 Benefit (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 cgvducted 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 SOCCSa/ 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 d tta 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. $/ 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 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 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 Irvine Laguna Beach Mission Viejo Newport Beach San Clemente San Juan Capistrano Santa Ana City Subtotal Unincorporated Territory 3.2 sq. miles 22.2 5.6 (included in the "Unincorporated Territory" area) 8.3 3.8 8.2 2.8 54.1 68.3 (including the area within the newly incorporated City of Mission Viejo) 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 F01) 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 Benefit westerly boundary with the Pacific Ocean; thence along said total Area of Benefit boundary to Marguerite Avenue; 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 El Toro Road, thence northeasterly along the centerline of said El Toro Road to Paseo de Valencia; thence southeasterly along the centerline of said El 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; 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. B. FOOTHILL/EASTERN TRANSPORTATION CORRIDORS A single Area of Benefit was selected for the combined 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 City Anaheim Irvine Mission Viejo AOB BY LOCAL JURISDICTION Orange San Clemente San Juan Capistrano Santa Ana Tustin Villa Park Yorba Linda City Subtotal Unincorporated Territory Area Included in AOB 14.1 sq. miles 18.9 (included within the "Unincorporated Territory" area) 10.6 13.5 5.0 2.8 11.1 2.1 17.7 95.8 194.7 (including the area within the newly incorporated City of Mission Viejo) Total 290.5 eq. 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- i 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 Benefit. ZONE_A 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 north boundary of Tentative Tract No. 13627 in the City of Tustin; thence southerly along the centerline of Jamboree Road within Tentative Tract No. 13627 to -20- Tustin Ranch Road; thence southerly along the centerline of Tustin Ranch Road within Tentative Tract No. 12870 to Irvine Boulevard, thence easterly along 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 Impressa Street ; thence northerly along the centerline of said Impressa Street to Santa Margarita Parkway ; thence easterly along the centerline of said Santa Margarita 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 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 is described by the total Foothill/Eastern Area of Benefit excluding Zone A as described above. 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 derived. The corridor facilities will, of course, also benefit existing development within the Areas of Benefit. The share of corridor cost attributable to 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 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. Approximatelysixty-one percent (61%) of corridor trips are expected to occur during non -peak travel hours, thus representing a measure of the direct benefit f£r/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 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 Costs ($) Developers 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 7 856 1111.121.111774 Zone A2 — $80/TE = $74/TE 1,665,922 1,321,160 6� �43.330 $11 t3i,975 - Zone B- $46/TE _ $43/TE 1,462,093 2,730,730 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 in hibit from the prGeneration in dwelling units Exhibit XI. The projected wasastaken frommthe respective San Joaquin Hiles and Foothill Transportation Corridor studies. Projected growthst1 generated fromMMTSIIa/ employment projections. C. FEE DISTRIBUTION Various land uses within the area of benefit havebeen 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 m�ei-unit dwellings, and non-residential land uses. ends calculated for the non-residential land use category were a summation of more specific non-residential categories such as manufacturing, retail regional, neighborhoo/comunitracos mmercial, and office uses. The trip generation 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 ercialtlandruip sesndsTfir neighborhood/community comm adjustment was an attempt to reflect the benefits to residential land uses r/ Employment projections adopted by the Orange County 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: Land Use Category TABLE VIII-2 ADJUSTED AOB TRIP ENDS Zone A Zone 8 Generated Adjusted Generated Adjusted Trio Ends Trio Ends Trio Ends Trip Ends SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Single Family Residential Units 379,452 Multi -Unit Residential Unit 193,956 Neighborhood/Community Commercial 448,800 FOOTHILL/EASTERN TRANSPORTATION CORRIDORS Single Family Residential Multi -Unit Residential Units Neighborhood/Community Commercial 666,024 160,377 479,662 -25- 557,635 285,053 179,520 139,368 254,936 240,723. 440,312 525,262 210,105 897,960 643,812 1,143,880 216,238 248,906 442,221 191,865 1,155,638 462,255 • 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 $35.661,922 $ 67,643,330 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 Land Use AREA OF BENEFIT FEES Original Fee Calculation SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR Zone A Single-family $41,264,990 + 31,621 units Multi -unit $21,093,922 + 27,708 units Non-residential $35,497,862 + 20,021,185 sf Zone 8 Single family $11,727,056 + 11,614 units Multi -unit $20,254,352 + 34,389 units Non-residential $35,661,922 + 27,700,559 sf land Use Fee Calculation FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Zone A Single-family $71,836,800 + 55,502 units Multi -unit $17,299,040 + 22,911 units Hon -residential $43,960,251 + 24,231,767 sf Zone B Single-family $49,186,840 + 53,651 units Multi -unit $19,015,503 + 35,558 units Non-residential $48,929,632 + 46,616,669 fees $1.05/sf Original fst $l,305/unit $761/unit $1.77/sf $1,010/unit $589/unit $1.29/sf Original Rounded fit $1,305/unit $760/unit $1.75/sf $1,010/unit $590/unit $1.30/sf Original Rounded fe€ fl,� -27- 11,294/unit $755/unit $1.8ilsf $917/unit $535/unit $1,295/unit $755/unit $1.80/sf $920/unit $535/unit $1.05/sf Current ftt $1372/unit $799/unit 51.84/sf $1062/unit $620/unit $1.36/sf Current fel $1360/unit $794/unit $1.89/sf $967/unit $563/unit $1.10/sf • 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 Assessor's roll as defined for Orange County by the State of California. Government -owned facilities or utilities shall be exempt frompayment 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 shallbe 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, 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- • • San Joaquin Hills AOB (Zone B): (5,000 s.f. x $1.30/s.f.) Total fee for development if located in Zone A of SJETC AOB Foothill/Eastern AOB (Zone A): (5,000 s.f. x $1.80/s.f.) Total fee for development if located in Zone A of Foothill/ Eastern AOB I%. DEFERRAL OF FEES $ 6,500 $ 6.500 $ 9,000 $ 2AZ Fees may be deferred by the Parties for residential multi -unit rental projects or projects which include State or Federal requirements to provide unite 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 buildin; 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 the cities or county Parties to accomplish the following: 1. Dedicate right-of-way in accordance with schematic plans approved by the applicable Agency. 2. Grade corridor right-of-way in accordance with schematic plans approved by the applicable Agency and shown on the Tentative Tract Map and rough grading plans. 3. Construct arterial overcrossings for internal arterials as determined by the applicable Agency. 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 phasing plan adopted by the applicable Agency, or as otherwise approved by the applicable Agency. Number 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 included in development of the fee program. Except when otherwise provided by an agreement entered into by a Party prior to the effective date of this First Amended and Restated Agreement, whenever subdivision approvals are conditioned upon requirements to grade or improve portions of transportation corridors or dedicate right-of-way in excess of Major Arterial Highway Standards, and these costs exceed fees that would otherwise be due, the developer shall enter into an agreement with the applicable Agency and county or applicable city prior to -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 is. entitled. A developer shall be entitled to reimbursement after acceptance of improvements by the applicable Agency to the extent major thoroughfare and bridge fees are available for reimbursement after satisfaction of all other obligations of the applicable Agency for which major thoroughfare and bridge fees are required. Satisfaction of such reimbursement obligations, however, in the event funds used to construct corridor facilities in excess of fee obligations are derived from Assessment District or Mello -Roos Community Facilities District bonds shall be made to such districts in a manner which will reduce the amount of such bonds in proportion to the reimbursement payment made by Agency. Except for the initial issuance and sale of bonds by Agency, repayment of all existing reimbursement agreement obligations by Agency shall be funded by any subsequent bond issue and satisfied upon receipt of bond proceeds. If the estimated costs of the 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 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 Benefit owned by the same developer. In the event title 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 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 provided herein no reimbursements shall be made until all -32- • • grading, improvements or dedication are completed and accepted by the Agency and funds are available for reimbursement as 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 with the California Construction Cost Index, or comparable index selected by the Board, currently $52,546 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 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 Corridor Segment Jamboree to Station 511+50 Station 511+50 to Moulton Parkway Moulton Parkway to Paseo de Colinas Original/Current Credit Rate $149,784/$157,410 per acre road easement $124,132/130,452 per acre road easement $124,915/131,275 per acre road easement FOOTHILL/EASTERN TRANSPORTATION CORRIDOR Foothill/Eastern Corridor $137,060/$144,038 per acre 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 15% 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. %II. ANNUAL FEE ADJUSTMENT It is intended that annually the fee programs be automatically adjusted by the Agencies in accordance with the California Construction Cost Index, or other comparable index selected by the Board, and further adjusted by the Agencies to reflect updated project cost estimates, substantial -34- • • changes in general plan land use elements, or other pertinent information. In the event an annual evaluation of the fee programs causes fees to be reduced for any reason, reimbursements will not be considered for fees already paid. XIII. JOINT POWERS AGENCIES There are thirteen different cities within the proposed Areas of Benefit for the Foothill/Eastern and San Joaquin Hills Transportation Corridors. Joint Powers Agencies ("Agencies") consisting of City and County Parties have been formed for the purposes of planning, designing, financing and constructing the San Joaquin Hills and Foothill and Eastern Transportation Corridors. Fees collected by such Cities and the County will be deposited with the Agencies for such purposes. The Agencies will be responsible for administering fees collected under this fee program including any credits reimbursements called for in reimbursement agreements identified in Section XI of this report. -35- 2 3 i 3 6 7 s 9 10 11 32 13 34 13 Yr .0 36 it 17 18 19 20 21 22 23 24 c 23 S 26 Er �28 Ctdh tomtit RESOLUTION OF TIE *CARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA April 21, 1982 On motion of Supervisor Wieder, duly seconded and carried, the following Resolution was adopted: WHEREAS, development of lands is occurring which contributes directly to the need for transportation corridors; and tISEREAS, said development may obstruct future right-of-way for the transportation corridors; and WHEREAS, development benefitting from implementation of the transportation corridors should contribute toward the cost generally in proportion to the need generated; and NSEREAS, right-of-way for the transportation should be protected as development occurs; and iaEEREAS, grading should be accomplished, whenever possible, in conjunction with the grading and development of surrounding property; and llnpzAS, implementation of logical increments of the corridor should occur in conjunction with the land development process whenever the transportation needs of that development require those facilities for access; and WHEREAS, development policies for the implementation of the transportation corridor will provide a basis for planning of future development and serve as notice to the -public as to the future locations of the corridors; - Resolution fro. 12-598 Transportation Corridors Development Policy -37- • 1 NOW, THs..ceer'DRE, SE 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 4 County General plan the developer shall: 1. Dedicate right-of-way to County. 6 2. Grade corridor right-ofway in accordance with schematic 7 plans approved on the tentative sap and rough grading plans approved $ by the Director, BHA. 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 141 required immediately for access to proposed development or system � 1S continuity (closure of short gaps). Number of lanes required is to t :0 E • 16 based upon traffic generated by proposed project. • 's ' : 17 S. Participate, among other designated beneficiaries, in any 18 established corridor development fee program. Costs incurred pursuer. 39 to.Conditions 2 through 4 shall be creditable against fees. Costs 20 incurred pursuant to Condition 1 shall be creditable against fees to 21 the extent that the develop-t fee program includes said right-of-wa; 22 cost. 23 SE IT FURTHER RESOLVED that PHA is hereby directed to amend 24 appropriate seetions of the Subdivision and Zoning Codes to implaaent 2$ this policy. 2 26 SE IT TURTHZR RESOLVED that RNA is hereby directed to incorporate 27 in Cenral Plan amendment elements, toning actions, Brea plans and 28 site plans seeamendations appropriate for implementing this policy. -38- • • f 1 SE IT FURTHER RESOLVED that affected cities be requested to adopt 3 similar policies. 6 SE IT FURTHER RESOLVED that EMA is hereby directed to proceed 7 expeditiously with the establishment of a fee program. bE IT evIaMEk RESOLVED that EY.A is hereby directed to begin 2 analyzing potential areas of benefit es an adjunct to the Orange Count 3 Orange County Transportation Commission Transportation Finance Study. 4 8 9 10 11 12 13 14 18 AYES: 19 NOES: SUPERVISORS ► 20 SUPEPVISORS BA?I+IETT 31. 1PIEDER, RALPE S. CLAM, AND ROGER' R. STAt.'TOS 21 ABSENT: SUPERVISORS 22 STATE OF CALIFORNIA ) )) 23 COUNTY OF ORANGE ss. NOME SRUCE =S?ANDE AND THOMAs y. RILEY I. JUNE ALEXANDER, Clerk of the Board of Supervisors of Orange County, Callforri 24 hereby certify that the above and foregoing Resolution was duly fiti ni lari adooted by the said Board at a regular meeting thereof held on the �21st�,.�day of• 25 19 82 • and passed by a unanimous vote of said olra ..apresent IN WITNESS WHEREOF. I hive hereunto set e r hand andflal:this 21st ' ifay of 1 19 82 .I 14 ., ,: e 27 -39- Clerk of` thegeafrd of Sype�;v�i•errs of Orange roinyt . a%1'iforeia 1 a 0 • LEGEND AREA OF INFLUENCE FOR CORRIDOR USERS (BASED ON PERCENTAGE OP MEN TN'S) SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR EXM01T M • all • • LEGEND 1==1 IOA s.O-M © MANTA 1===1 4.0•4A 4A AREA OF INFLUENCE FOR CORRIDOR USERS (EASED ON PERCENTAGE OP USER TRIPS) FOOTHILL/EASTERN TRANSPORTATION CORRIDOR EXHIBIT IN I A N f LEGEND IMEA OF WOW sm SCUM NLIS 1RENSPONTETEIN =MOOR ominous n.rnwrrw IMMIIMro..r damle wi w Se c»an V ucEND a SS erw as Ina el eele /ein erw AREA OF BENEFIT FOOTMI/EASTERM T*MISPOR1ATN I CORRIDORS vomit 1* =IRIT VI! Page 1 of 2 TEE PROGRAM *BARE CT TOTAL CORRIDOR COST SAN JOAQUIN SILLS TRANSPORTATION CORRIDOR Corridor Veer Trips With One or Roth Ends In lone Trips beginning and ending in sou (Trips due to growth) (Total trips) 2n/Out Trips (Trips due to growth) (Total trips) Out/In Trips (Trips due to growth) (Total trips) tip Ind Analysis (Trip ends due to (Total trip ends) (Pima corridor (Percent corridor (Percent ODrridor growth) TI due to growtb)1 users TE by Sone)2 users TE due to grwth)3 Sone A Sone AOS Outside 27,109 5,890 9,116 29,047 9,811 22,195 60,143 25,834 49,798 74,820 35,345 69,894 57,362 28,141 50.274 73,274 38,582 72,203 171,725 65,735 118,304 210.188 93,549 186,447 81.704 70.294 63.44! 42.984 19.081 38.041 35.034 13.414 24.134 2tsrcent corridor T* doe to growth • trio ends due to Growth Total Trip Sods =Perosnt corridor crews TR by seas • Total trip ends per sone Summation of total trip ends 3Ponest co ridor users IS dos to growth • Percent IS due to growth it percent corridor users TS by sone tT20-19 -44- EXHIBIT VII Page 2 of 2 PRE PROGRAM SHAHS CO TOTAL CORRIDOR COST SAS JOAQUIN BILLS TRANSPORTATION CORRIDOR loos 8 Corridor Deere TB Direct Indirect Fee Program Growth is Due to Growth Benefit Benefit Simms Trip ends Fsa 1► 33.03% $ 73.006,934 1 24.849,841 $ 97.856.775 1.321.160 $740l1 B 13.411 $ 37,144.130 $ 39.695,200 $ 47.443.330 1.452.003 $46/TB Intel 40.44% $100,955.044 $ 44,645,041 $165,500,105 2083,253 159/11 (des.) 1. Total Corridor Coat • $341.660,000 2. Fa Program chars • 48.441 x 1341,660,000 • $145400,100 3. Direct Benefit 61% x $143,500,105 • 4100.955,044 4. Indirect Benefit 394 x $165,500,103 • $14.543.041 S. Sone R Share Direct Benefit 35.033 x $341.440.000 x 619 • $ 73,006,934 Indirect asnsfit 38.54' is 464445,041 • 24 849 641 Subtotal. 97,856.775 6. Sone V Share Direct Benefit 13.411 x $341.440.004 x 614 • $ 27.040.130 Indirect Benefit 61.544 x $44,645,041 • $ 39,694.200 Subtotal $ 67,443,330 Total Fee Program Share $165,500.103 *4 Total notes trip ends within t 6 1 loses i • 370U327 VIII Page 1 of 2 PEE PR00RAM BEARE OP TOTAL CORRIDOR COST 700TSILL/ZAST!RN TRANSPORTATION CORRIDOR Corridor Vier Trips With One or Eoth Ends In tone Snips beginning and ending in sone (Trips due to growth) (Total trips) In Out Trips (Trips due to growth) (Total trips) Out/In 'tips (Trips due to growth) (total trips) Trip Ind Analysis (Trip ands due to (Total trip ands) (Percent corridor (Percent corridor (Percent corridor 3Psrcent corridor =Percent corridor 3Psrasnt corridor 17220-19 growth) 's due to growth)1 users TE by Sone)2 seers TE due to grwth)3 iftLatt Outside 27,922 9,322 20,555 26,200 11.657 37,307 48,629 31,320 64,217 80,763 46,004 48,512 75,449 33,648 55,069 89,823 45,760 79,696 199,922 83.612 160,396 226,986 115,078 242,822 88.08% 72.66t 66.05e 38.16% 19.684 41.52% 34.16% 14.30% 27.421 Tt doe to growth • trip ends due to growth Total Trip tuts users Ti by sone - Total trip ends per sone Summation of total trip ends users TE due to growth • Percent TR due to'growth x percent corridor users TE by sone -46- EXHIBIT V'III Page 2 of 2 18S PROGRAM SMARR Or TOTAL. CORRIDOR COST VOOTSILWEASTEPn1 TRANSPORTATION CORRIDOR Roos • Corridor Users TB Due to growth Direct Benefit Indirect Benefit Fes Program Growth in Share Trip ends. tee B Total 34.100 14.30% 18.40% $107,315,617 43,023,303 •152,839.120 $ 23.400,474 $ 72,104,472 97.588.9K 1133.096.091 1117.134975 i250,228.064 1,363,922 2,730,731 4,396,633 1. 2. 3. 4. 5. Total Corridor Coat • i516,147,000 Fee Program share • 41.181 x $51i.317,000 • 1250,228,044 Direct Benefit 310 x $250,220,064 • 5152,439,120 Indirect Benefit 399 x $250,228,064 • i97,5e0.946 Sons A Mere Direct Benefit 34.1$0 x $514,147,000 x i18 • Indirect Benefit 2f.110* x $97,588.944 • Subtotal i t. SowB Share Direct Benefit 14.30e x 1316,147,000 x 410 ■ Indlcect Benefit 73.890* x 097,588,944 • Subtotal Total Ile Program Share *0 Total system trip ends within A 6 B Sans $107.615,617 $ 25,480,474 $133,096,091 i 43,023,303 71 100,472 117,131,075 •250,228,043 sxf1IBIT Ix COST PER TRIP END ANALYSIS SAN JOAQOIN RILLS Zone A Lone B Projected Growth In Dwelling Units Single Dwelling Units (SOU) 31,621 11.614 Multiple Dwelling Units (MOD) 27,701 34,399 Projected Growth in Industripl/Commercial Floor Space Manufacturing floor Space (Sq. ft.) 5,6$9,169 6,701,072 Retail -Regional Floor Space (sq. Ft.) 1,496,000 5,826.378 Retall-Local* Floor Space (Sq. Ft.) 4,466,000 5,252.625 Cities/Other Floor Space (Sq. Ft.) 6,378,017 9,820.487 Total Floor Space (Sq. rt.) 20,021,155 27,700.559 Trip and Growth Sy Landuae Trip Rate Factors SOU (12 T.s./D.U.) 379,452 139,368 M0U (7 T.s./D.U.) 193,954 240,723 Manufacturing (10 T.S./hat) S6,S92 67.011 Retail -Regional (50 T.s./kst) 74,600 291.319 Retail -Local* (100 T.s./kaf) 446.600 $25.262 Office/Other (20 T.s./ksf) 147.560 111,410 Total Trip ands 1,321,160 1,462.063 New Development Share of Total Corridor Casts $ 97,1154,774 i S1,443.330 Average Cost per Trip End • Cast in 1964 Dollars # 74(1) $ 46(2) *Same es neighborhood/omesunity oomsecoial (1) $97,656,774 t 1,321,160 TB • $74.07/lrip and; say $74/'lrip end (2) i67,643,330 t 1,442,093 Ts • $46.26/Trlp ands say $46/Trip and DTZau MINT x COST PER TRIP END ANALYSIS YODTNILL/SASTERN !one A Sone R Projected Growth In Dwelling Units Single Dwelling Units (SOO) SS,502 53,651 Multiple Dwelling Units MU) 22,911 35.550 Projected Growth In Industrial/Commercial floor Space Manufacturing floor Space (Sq. ft.) 7.600,990 13,439.465 Retail -Regional floor Space (Rq. ft.) 1,590,075 3,052,12S Retail -Local* floor Space (Sq. ft.) 4.796,42S 11.554,375 Office/Other floor Space (Sq. it.) 10455,269 17.740.704 Total floor Space (Sq. It.) 24.231.747 44.616.441 Trip End Growth Dv Undue* Trio Rate factors RDO (12 T.E./D.G.) 444.024 643.012 two (7 T.N./D.D.i 140.377 240,904 Manufacturing (10 T.E./ksf) 76,010 134,39S mull -Regional (50 T.E./kat) 79,144 192.604 Retail -Locale (100 T.E./ksf) 479,442 1.135,630 of lce/ethsr (20 T.E./kef) 203.105 355.374 Total Trip Ends 1,645.922 2.730.731 New Development Share of Total Corridor Costa 5133.054.091 5117,131.973 Average Coat per Trip End Cost in 1902 Dollars f 70(1) $ 44(2) *Same as neighborhood/community ocarorclal (1) 4133.096.091 t 1.465.922 w 479.09/Trip End) may 500/Trip End (2) 5117.131.97S t 2.730.731 ■ $42.09/'frip End) ay 543/Trip End • • ill '0 4 e • • liNISIT u Page 1 of 2 DAILY VESICLE TRIP GENERATION PATES ORANGE COUNTY ENVIRONlZrWPAL IaN&OChE T AGENCY August 2982 The following is a listing of vehicle trip generation rates used for planning purposes by the Environmental Management Agency. These rates have been compiled free a variety of sources, including County conducted studies, and are deemed representative of land uses within orange County. 'TE/Esf• is an abbreviation for trip ends per thousand square feet of gross building floor area. •TE/Acrs• refers to trip ends per developed acre. Land Dee TE/Rsf TA/Acre TE/Other Light industrial/Industrial Park Warehouse Single Family detached Single Family Detached-11state Multiple Onit (Apartments, Condos) Mobile Earns • Retirement Community G lotel Motel Resort Rotel (?1tlC Dee) pacirA aux Sstgbborbood Park Regional Park State Park Marina Reach calf Course Campground Tennis Club laquetball club lNSTITunI slemen_ary Schaal Junior Nigh School Sigh School Senior College Cburob - Weekday Church .• Sunday Library 13 5 26 19 • 44 42 175 52 300 5 5 1 47 s0 00 so 40 135 310 12 TE/Du 15 TE/Du 7 TE/Du S TE/Du 4 TE/Du 10 IS/Roam ! TE/Roon 15 2E/Room 4 TE/bertb 350 TS/1000, Shore S TE/Campsite 43 TS/Court 31 TE/Court 1.0 TS/Student 0.9 TEfStudent 1.4 TE/Student 1.5 2E/3tudsnt -50- • i Y =MIKrr u Page 2 of 2 Land use Ts/Rsf It/acre TLrother Mak *capital Nursing some MEE 1S General Office 15 Modica Office 75 tesearch Center 10 200 14 TR/sed 3 TR/6ed 240 40 Miscount Store 115 tardware/fane Improvement 50 550 Shopping Center - fegienal 50 500 ( 30 Aara) Shopping Caster - Camunity 70 500 (10-30 Acres) Shopping Center - Neighborbcod 135 1250 ( 10 Acres) aestauvant - Quality (i.e., Velvet Turtle, 110 tvngry Tiger, etc.) festaprant - Sigh Turnover (ie., fob's, 350 Denny's, etc.) testanraat - Peat peed (i.e., Mactenald's, S00 Car1's Jr., etc.) autaaobile Sales 400 Service station Supermarket 125 Oonvenienoe Market (i.e., 7-11, 550 Stop a Go, etc.) lank - *elk to 100 Sank - Drive In 1115 Savings and Loan - Malk to SS • Savings and Loan - Drive In 75 • flssQesD120-22 s41/55 -51- 750 VS/station r t. C-254' JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY • • TABLE OF CONTENTS Page RECITALS 1 I DEFINITIONS 4 II PURPOSE AND POWERS 6 2.1 Agency Created 6 2.2 Purpose of the Agreement; Common Powers to be Exercised 6 2.3 Powers 7 III ORGANIZATION 8 3.1 Membership 8 3.2 Names 9 3.3 Board of Directors 9 3.4 Principal Office 11 3.5 Meetings 11 3.6 Quorum 11 3.7 Powers and Limitations Thereon 11 3.8 Minutes 12 3.9 Rules 12 3.10 Vote or Assent of Parties 12 3.11 Officers 12 3.12 Committees 13 3.13 Additional Officers and Employees 14 3.14 Bonding Requirement 14 3.15 Status of Officers and Employees 14 IV CONTRIBUTIONS 15 4.1 Imposition of Major Thoroughfare and Bridge Construction Fee by Members 15 4.2 Annual Review of Fees 16 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 19 (i) • VI BUDGETS AND DISBURSEMENTS 19 6.1 Annual Budget 19 6.2 Disbursements 19 6.3 Accounts 20 6.4 Expenditures Within Approved Annual Budget 20 6.5 Audit 20 6.6 Reimbursement of Funds 21 VII SECURITIES 21 7.1 Securities 21 VIII LIABILITIES 22 8.1 Liabilities 22 8.2 Hold Harmless and Indemnity 22 IX ADMISSION AND WITHDRAWAL OF PARTIES 23 9.1 Admission of New Parties 23 9.2 Withdrawal 23 X TERMINATION AND DISPOSITION OF ASSETS 25 10.1 Termination 25 10.2 Distribution of Property and Funds 26 XI MISCELLANEOUS 27 11.1 Amendments 27 11.2 Notice 27 11.3 Effective Date 27 11.4 Arbitration 27 11.5 Partial Invalidity 29 11.6 Successors 29 11.7 Assignment 30 11.8 Execution 30 • JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SAN JOAQUIN HILLS 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 Costa Mesa (c) City of Irvine (d) City of Laguna Beach (e) City of Newport Beach (f) City of San Clemente (g) City of Sap Juan Capistrano (h) City of Santa Ana RECITAL 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 that area known as the San Joaquin Hills Trans- portation 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 San Joaquin Hills Transportation Corridor. 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. E. The parties hereto recognize that, in order to serve the purposes 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 -2- financing, assessment districts, special legislation, Arteri- al Highway Financing program funds and other forms of govern- mental grants-in-aid. G. The parties hereto enter 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, may have obligated fees to be collected under said program for the acquisition of certain rights of way located in the City of Laguna Beach (Sycamore Hills) and in the area of Tentative Tract Map No. 8965 not available for dedication, and these obligations shall be assumed by the Agency. H. 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. 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. -3- • i J. 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 thefollowing meanings: a. "Agreement" means this Joint Exercise of Powers Agreement. b. "Agency" means the SAN JOAQUIN HILLS 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" means Board members who do not have a vote in Agency matters and whose presence -4- • # 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, 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 member of the Agency. g. "Fiscal Year" means July 1st to and including the following June 30th. h. "Members" or "Board Members" means those persons serving as members of the Board or their alternates. i. "Party" means each of the parties which becomes a signatory to this Agreement, accepting the rights and obligations of the Agency hereunder, including any public entity executing an addendum of the original agreement as hereinafter provided. 3. "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. -5- • 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 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 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 San Joaquin Hills Transportation Corridor as may be necessary to establish areas of benefit, -6- • • 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, and construct the major thoroughfares and bridges in the San Joaquin Hills Transportation Corridor. The Agency shall not maintain or operate, or incur liability for the maintenance or operation of the facilities constructed pursuant to this Agreement. 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 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; -7- i • 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. 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 -8- 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 Costa Mesa, Irvine, Laguna Beach, Newport Beach, San Clemente, San Juan Capistrano and Santa Ana. (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. (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. -9- 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 com- pensation from the Agency for his services as may be 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. -10- 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. 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 -11- 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 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 -12- • • 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 subsequent 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 officer, employee, or agent of the Board may also be an agent of any of the members. The 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. -13- • • 3.13 Additional Officers and Employees. The Board shall have the power, upon the approval of not less than two-thirds (2/3) of its members, to appoint such additional officers and to employ such employees and assistants 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 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- -14- • 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 theofficers, 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 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 "C" and incorporated by reference herein. The imposition of said fee by each -15- • • 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. 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 -16- • • 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 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, 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 -17- • • 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 for 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, that party shall compensate the Agency for all costs (including attorneys' fees) incurred by the Agency in acquiringsaid property interests. 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 Foothill and Eastern Transportation Corri- dors or other transportation corridors, the Board is author- ized 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 -18- 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 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 -19- 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. 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 -20- • • 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. 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 applicable 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. Upon the approval of not less than two-thirds (2/3) of the members of the Board, the Agency may participate in -21- the above -mentioned statutory powers for bond financing of the fees specified herein; provided, however, that the fees collected by any individual member of the Agency 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 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- 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 -22- or omission of any of the parties in the performance of this Agreement, the contribution directly responsible for the omission shall be limited to of the party or parties not negligent or wrongful act or 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 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 -23- • 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 additional 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 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 with- drawal 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. -24- 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. -25- • • 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 San Joaquin Hills Transportation Corridor, 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 trans- portation facilities which accomplish the purposes of the San Joaquin Hills Transportation Corridor, to the extent legally possible. -26- • • I 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- tions, orto any claims, disputes, demands, differences, controversies, or misunderstandings arising under, out of, or in relation to this contract, or any breach thereof, shall be -27- • 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 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 -28- • • 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. 11.6 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. -29- 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 AF ORANGE Clerk of the Board of Supervisors Dated ATTEST: DEC 1 1 1985 City Clerk City of Costa Mesa By Dated .20, if1' ATTEST: City Clerk City of Irvine By Dated tfa i rman Board of Supervisors �llTY OFF STA MESA )4y'r S CITY OF IRVINE By Mayor APPROVED AS TO FORM: -30- ATTEST: CITY OF LAGUNA BEACH City Clerk City of Laguna Beach By Dated ATTEST: City Clerk City of Newport Beach BYAnti l .r.CCi Dated"%%.ma's ATTEST: City Clerk City of San Clemente By / / I/1/t�Ld��LGC/°Ade- Dated i I, 1f76 ATTEST: City Clerk City of San Juan Capistrano By a Dated ATTEST: City Clerk City of Santa Ana -31- By Mayor CITYY OF SAN CLEMENTE BYL t e< Mayor CITY OF SAN JUAN CAPISTRANO By^i Mayor Kenneth E. Friess CITY O F SANTA ANA By f�J(���'(l Mayor to Forrn OPER City Attorney • • EXHIBIT "A" (Memoranda of Understanding of Signatory Agencies) li EXHIBIT "B" (List of Member Names and Addresses) • • 4 ;A EXHIBIT "C" (Major Thoroughfare and Bridge Fee Program for the San Joaquin Hills Transportation Corridor and the Foothill/Eastern Transportation Cor- ridor)