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RES-10524 Reimbursement & Cooperation AgreementRESOLUTION NO. 10524 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE MAKING CERTAIN FINDINGS AND APPROVING AND AUTHORIZING THE EXECUTION OF: (1) A FIRST AMENDMENT TO COOPERATION AND REIMBURSEMENT AGREEMENT WITH THE ORANGE REDEVELOPMENT AGENCY RELATING TO THE ADDITIONAL FINANCIAL PARTICIPATION OF THE ORANGE REDEVELOPMENT AGENCY FOR A PORTION OF THE COST OF RAILROAD GRADE CROSSING SAFETY ENHANCEMENTS AND IMPROVEMENTS AT CERTAIN GRADE CROSSINGS WITHIN THE CITY; AND (2) AMENDMENT NO. 2 TO A COOPERATIVE AGREEMENT WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY. WHEREAS, the City of Orange (the "City ") is a municipal corporation, which exercises governmental functions and powers and is organized and existing under the laws of the State of California; and WHEREAS, the Orange Redevelopment Agency, a public body, corporate and politic the "Agency "), has been duly created, established and authorized to transact business and exercise its powers under and pursuant to the Community Redevelopment Law (commencing with Section 33000 of the Health and Safety Code of the State of California and herein referred to as the "Redevelopment Law "); and WHEREAS, the Amended and Restated Redevelopment Plan (the "Redevelopment Plan ") for the Orange Merged and Amended Redevelopment Project Area (the Redevelopment Project Area ") was duly approved by the City Council on November 27, 2001 by Ordinance No. 21 -01, pursuant to the Redevelopment Law; and WHEREAS, pursuant to the Redevelopment Law, the Agency is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Redevelopment Project Area; and WHEREAS, the City and the Orange County Transportation Authority ( "OCTA ") have entered into that certain Cooperative Agreement No. C -8 -0859 between Orange County Transportation Authority and City of Orange for Railroad Grade Crossing Safety Enhancements and Safety Measures Related to Quiet Zone Implementation for Cities, dated as of November 10, 2008 (hereinafter referred to as the "OCTA Agreement "), whereby the City and OCTA agreed (i) to cooperate to complete the construction of railroad grade crossing safety enhancements and improvements at certain grade crossings within the City the "Public Improvements "), and (ii) to a cost sharing formula of 88 percent provided by OCTA and 12 percent provided by the City (herein referred to as the "City's Share "); and WHEREAS, by the adoption of its Resolution No. 10393 on June 23, 2009, the City Council approved the terms and provisions of that certain Cooperation and Reimbursement Agreement for the Provision of Public Improvements of Benefit to the Orange Merged and Amended Redevelopment Project Area (Quiet Zone Improvements), dated as of July 21, 2009 the "Original Agreement "), pursuant to which the Agency agreed to participate financially with the construction of the Public Improvements. To that end, the Agency agreed to pay to the City the sum of $2,100,000.00, which amount represented a portion of the City's share of the cost of construction of the Public Improvements that the City had agreed to pay to OCTA pursuant to the OCTA Agreement; and WHEREAS, OCTA has informed the City that the cost of the Public Improvements has increased from the estimate that was set forth in the OCTA Agreement due to signal material and railroad signal installation labor. In addition, the City has requested certain betterments that were not included within the scope of work attached to the OCTA Agreement. Accordingly, and pursuant to the obligation of the City under the OCTA Agreement to pay to OCTA the City's Share and the cost of the City- requested betterments, OCTA has requested that the City enter into that certain Amendment No. 2 to Cooperative Agreement No. C -8 -0859 between Orange County Transportation Authority and City of Orange for Railroad Grade Crossing Safety Enhancements and Safety Measures Related to Quiet Zone Implementation for Cities (hereinafter referred to as "OCTA Amendment No. 2 "), in the form presented at the meeting at which this Resolution is being considered for adoption, which, once approved, will obligate the City to pay to OCTA the additional sum of 1,017,823.00 to reflect the increase in the City's cost share obligation under the OCTA Agreement; and WHEREAS, since a portion of the City- requested betterments was requested, and paid for, by Chapman University in the amount of $375,000.00, the increase in the City's actual out -of- pocket financial obligation to OCTA under OCTA Amendment No. 2 is the sum of $642,823.00 (i.e., $1,017,823.00 - $375,000 = $642,823.00); and WHEREAS, in addition to the City's actual out -of- pocket financial obligation payable to OCTA under OCTA Amendment No. 2 (i.e., the sum of $642,823.00), the City estimates that it may incur additional staff and professional costs and expenses (such as engineering, legal, accounting, inspection, materials testing and similar professional services) in an amount up to $300,000.00 for the completion of its construction and project management responsibilities for the Public Improvements under the OCTA Agreement, as amended, and for making application to the Federal Railroad Administration for a "quiet zone" designation; and WHEREAS, this City Council hereby requests the Agency to assist with funding the increased actual out -of- pocket financial obligation payable by the City to OCTA under OCTA Amendment No. 2 (i.e., the sum of $642,823.00) and the estimated additional staff and professional costs and expenses that the City might incur (i.e., the sum of $300,000.00) in a total aggregate amount not in excess of $942,823.00 because the City has no other reasonable means available to it to fund said costs; and 0 WHEREAS, the Agency is willing, in connection with the increased actual out -of- pocket financial obligation payable by the City to OCTA under OCTA Amendment No. 2 and the additional staff and professional costs and expenses that the City might incur, to pay or reimburse the City an amount not in excess of $942,823.00; and WHEREAS, Section 33445 of the Redevelopment Law authorizes the Agency, with the consent of the City Council, to, among other things, pay all or a part of the cost of installation and construction of any building, facility, structure, or other improvement that is publicly owned and is located in or contiguous to the Redevelopment Project Area upon the making of the following findings: a) That the acquisition of land or the installation or construction of the buildings, facilities, structures, or other improvements are of benefit to the Redevelopment Project Area by helping to eliminate blight within the Redevelopment Project Area or providing housing for low- or moderate - income persons; and b) That no other reasonable means of financing the acquisition of the land or installation or construction of the buildings, facilities, structures, or other improvements are available to the community; and c) That the payment of funds for the acquisition of land or the cost of the buildings, facilities, structures, or other improvements is consistent with the implementation plan adopted by the Agency pursuant to Section 33490 of the Redevelopment Law herein referred to collectively as the "33445 Findings "); and WHEREAS, by the adoption of its Resolution No. 10257 on February 26, 2008, the City Council authorized the Agency to issue its Orange Merged and Amended Redevelopment Project Area 2008 Tax Allocation Bonds, Series A (the "2008A Bonds ") to finance the costs of certain capital projects of benefit to the Redevelopment Project Area, including a portion of the cost of the Public Improvements; and WHEREAS, before the City Council adopted its Resolution No. 10257, the Agency made available for public inspection a summary report (the "Summary Report"), which included all of the following: (i) an estimate of the amount of tax increment revenues allocated to the Agency, which the Agency proposed to use to pay for all or part of the cost of the capital projects described in the Summary Report; (ii) the facts supporting the determinations required to be made by the Agency pursuant to Section 33445 of the Redevelopment Law then in effect; and (iii) the redevelopment purpose for which such tax increment revenues would be used to pay for said capital projects; and WHEREAS, before it adopted Resolution No. 10257, the City Council, pursuant to Section 33679 of the Redevelopment Law, held a public hearing with the Agency Board with respect to use of tax increment revenues for the capital projects then proposed to be financed by the issuance of the 2008A Bonds and received evidence concerning the public benefits therefrom; and 91 WHEREAS, by the adoption of Resolution No. ORA -0476 and Resolution No. 10257, the Agency Board and the City Council, respectively, determined that there were sufficient facts supporting the determinations required to be made by the Agency and the City Council pursuant to Section 33445 of the Redevelopment Law then in effect for the capital projects described in the Summary Report, including the cost of a portion of the Public Improvements; to wit, that (i) said capital projects are of benefit to the Redevelopment Project Area; (ii) said capital projects will assist in the elimination of one or more blighting conditions inside the Redevelopment Project Area and are consistent with the Agency's adopted Implementation Plan for the Project Area; and (iii) for that portion of said capital projects to be funded by the Agency, no other reasonable source of financing said portion of the capital projects is available to the City; and WHEREAS, subsequent to the adoption of Resolution No. ORA -0476 and Resolution No. 10257 by the Agency Board and the City Council, respectively, Section 33445 of the Redevelopment Law was amended, in part, by the State Legislature in 2009. The findings under Section 33445 of the Redevelopment Law that were required to be made prior to the 2009 amendment of Section 33445 do not differ materially from the current version of the 33445 Findings. Nevertheless, this City Council desires to affirm and ratify its findings and determinations contained in its Resolution No. 10257 and, additionally to make the findings required by the current version of Section 33445 of the Redevelopment Law in connection with the proposed additional Agency financial participation in the cost of the Public Improvements; and WHEREAS, the City Council of the City of Orange hereby finds and determines that there are sufficient facts supporting the determinations required to be made by the City Council under Section 33445 of the Redevelopment Law in connection with the proposed additional Agency financial participation in the increased actual out -of- pocket financial obligation payable by the City to OCTA under OCTA Amendment No. 2 and the additional staff and professional costs and expenses that the City might incur; to wit, that (a) the installation or construction of the Public Improvements are of benefit to the Redevelopment Project Area by helping to eliminate blight within the Redevelopment Project Area; (b) no other reasonable means of financing the additional costs associated with the installation or construction of the Public Improvements are available to the City; and (iii) the payment of the additional funds for the cost of the Public Improvements is consistent with the implementation plan adopted pursuant to Section 33490 of the Redevelopment Law; and WHEREAS, in furtherance of the Redevelopment Plan for the Redevelopment Project Area and the public purposes of both the Agency and the City, the Agency and the City desire to enter into that certain First Amendment to Cooperation and Reimbursement Agreement for the Provision of Public Improvements of Benefit to the Orange Merged and Amended Redevelopment Project Area (Quiet Zone Improvements) in the form presented at the meeting at which this Resolution is being considered for adoption (herein referred to as the "First Amendment "), pursuant to which First Amendment the Agency will pay or reimburse the City an additional sum of not to exceed $942,823.00, as more particularly set forth in the First Amendment; and M WHEREAS, by its adoption of Resolution No. ORA -0525 on December 14, 2010, the Agency Board has approved the terms and provisions of the First Amendment; and WHEREAS, the City Council has duly considered all of the terms and conditions of the proposed OCTA Amendment No. 2 and the proposed First Amendment and believes that both documents are in the best interests of the Agency and the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law and requirements. NOW, THEREFORE, the City Council of the City of Orange resolves, finds and determines, on the basis of the facts set forth in the agenda report presented to it and any testimony received at the meeting at which this matter was considered, as follows: 1. The foregoing recitals are true and correct. 2. The findings and determinations required to be made by the City Council under Section 33445 of the Redevelopment Law (as then constituted), relative to the Public Improvements by the adoption of its Resolution No. 10257 on February 26, 2008 and, thereafter, by the adoption of its Resolution No. 10393 on June 23, 2009 in connection with its approval of the Original Agreement, are hereby affirmed and ratified. 3. The Public Improvements are of benefit to the Redevelopment Project Area; other than funds already identified and committed by the City Council to the Public Improvements (including the amount previously committed by the Agency Board by its adoption of Resolution No. ORA -0501 on June 23, 2009 in the sum of $2,100,000 to the City's Share of the cost of the construction of the Public Improvements), there are no other reasonable means available to the City to fund the increased actual out -of- pocket financial obligation payable to OCTA under OCTA Amendment No. 2 and the estimated additional staff and professional costs and expenses that the City might incur; the payment of funds for the Public Improvements will assist in the elimination of one or more blighting conditions inside the Redevelopment Project Area; and the Public Improvements are consistent with the implementation plan adopted by the Agency pursuant to Section 33490 of the Redevelopment Law. 4. The First Amendment between the Agency and City, a copy of which is on file with the City Clerk, is hereby approved, and the Mayor is authorized and directed to execute, and the City Clerk to attest, said First Amendment on behalf of the City. 5. OCTA Amendment No. 2 between the City and OCTA, a copy of which is on file with the City Clerk, is hereby approved, and the Mayor is authorized and directed to execute, and the City Clerk to attest, said OCTA Amendment No. 2 on behalf of the City 5 6. The officers and employees of the City are authorized and directed, jointly and severally, to do any and all things necessary or advisable in order to effectuate the purposes of this Resolution and to administer the City's obligations, responsibilities and duties to be performed hereunder, and all actions previously taken by such officers and employees in connection with the OCTA Agreement, OCTA Amendment No. 2, the Original Agreement or the First Amendment are ratified and approved. ADOPTED this 14" day of December, 2010. ATTEST: Mary E u h City Clerk, City o Orange I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regular meeting thereof held on the 14 day of December, 2010, by the following vote: AYES: COUNCILMEMBERS: Smith, Cavecche, Dumitru, Bilodeau NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ABSTAIN (RECUSED): COUNCILMEMBERS: Whitaker Mary E. City Clerk, City nge 2