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RES-ORA-0461 Cooperation & Reimbursement Agreement for Sidewalk Repairs within Amended Redevelopment Project AreaRESOLUTION NO. ORA- 0461 RESOLUTION OF THE ORANGE REDEVELOPMENT AGENCY APPROVING AND AUTHORIZING THE EXECUTION OF A COOPERATION AND REIMBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF ORANGE AND THE ORANGE REDEVELOPMENT AGENCY FOR CERTAIN SIDW ALK REPAIRS WITHIN THE ORANGE MERGED AND AMENDED REDEVELOPMENT PROJECT AREA 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 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 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 13, 2001 by Ordinance No. 2101, 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 desires to remove and replace or repair certain portions of existing sidewalk and curb and gutter located along the eastern right-of-way of Lewis Street between Metropolitan Drive and Chapman Avenue within the Project Area, as described on Exhibit A attached to the "Agreement" (as that term is defined herein below) and referred to herein as the " Public Improvements"; and WHEREAS, Section 33445 of the Redevelopment Law authorizes the Agency, with the consent of the City Council, to pay all or a part of the cost of the installation and construction of the Public Improvements if the City Council determines that (a) the Public Improvements are of benefit to the Redevelopment Project Area; (b) no other reasonable means of financing the Public Improvements are available to the City; (c) 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 (d) the Public Improvements are consistent with the Agency's adopted WHEREAS, the City Council has heretofore found and determined that (a) the Public Improvements are of benefit to the Redevelopment Project Area; (b) there are no other reasonable means available to the City for funding the Agency's portion of the costs of the construction of the Public Improvements other than the funds provided by the Agency; (c) 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 (d) the Public Improvements are consistent with the Agency's adopted Implementation Plan; and WHEREAS, 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, the Board of Directors of the Agency finds and determines that (a) the Public Improvements are of benefit to the Redevelopment Project Area; (b) there are no other reasonable means available to the City for funding the Agency's portion of the costs of the construction of the Public Improvements other than the funds provided by the Agency; (c) 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 (d) the Public Improvements are consistent with the Agency's adopted Implementation Plan; 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 Cooperation Agreement jor the Provision of' Public Improvements of Benefit to the Orange Merged and Amended Redevelopment Project Area (Lewis Street Sidewalk Improvements) in the form presented at the meeting at which this Resolution is adopted the Agreement), pursuant to which Agreement the City will cause the Public Improvements to be installed and constructed and thereafter maintained, and the Agency will payor reimburse the City for the Agency's portion of the costs of such Public Improvements in the amount not to exceed Sixty Thousand and No/lOO Dollars ($60,000.00), as more particularly set forth in the Agreement; and WHEREAS, the Board of Directors has duly considered all of the terms and conditions of the proposed Agreement and believes that the Agreement is 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; and 2 NOW, THEREFORE, the Board of Directors of the Orange Redevelopment Agency 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: Section I: The foregoing recitals are true and correct. Section II: The Public Improvements are of benefit to the Redevelopment Project Area, there are no other reasonable means available to the City for funding the Agency's portion of the costs of the construction of the Public Improvements other than the funds provided by the Agency, 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 Agency's adopted Implementation Plan. Section III: The Agreement between the Agency and the City, a copy of which is on file with the Agency Clerk, is hereby approved, and the Agency Chairman is authorized and directed to execute, and the Agency Clerk to attest, said Agreement on behalf of the Agency. Section IV: The officers and employees of the Agency 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 Agency's obligations, responsibilities and duties to be performed hereunder, and all actions previously taken by such officers and employees in connection with the Agreement are ratified and approved. ADOPTED this 23rd day of January, 2007. Cavecche e oJ:ange Redevelopment Agency 3 ATTEST: y-/ t<e~L(.J~ Mary E. u y- Clerk of the Redevelopment Age y I, MARY E. MURPHY, Clerk of the Orange Redevelopment Agency, Orange, California, do hereby certify that the foregoing Resolution was duly and regularly adopted by the Orange Redevelopment Agency at a regular meeting thereof held on the 23rd day of January, 2007, by the following vote: AYES: NOES: ABSENT: ABSTAIN: DIRECTORS: Smith, Murphy, Cavecche, Dumitru, Bilodeau DIRECTORS: None DIRECTORS: None DIRECTORS: None a'A~c[L~ Mary E.MUrp . Clerk of the Orange Redevelopme gency 4 COOPERATION AND REIMBURSEMENT AGREEMENT FOR THE PROVISION OF PUBLIC IMPROVEMENTS OF BENEFIT TO THE ORANGE MERGED AND AMENDED REDEVELOPMENT PROJECT AREA Lewis Street Sidewalk Improvements) THIS COOPERATION AND REIMBURSEMENT AGREEMENT, dated for identification purposes only as of ,2007, is entered into by and between the CITY OF ORANGE, a municipal corporation (the City), and the ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic (the Agency), with reference to the following: A. The Agency is undertaking certain activities necessary for redevelopment of the Orange Merged and Amended Redevelopment Project Area (the Project Area) in accordance with provisions of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) and pursuant to the Redevelopment Plan for the Project Area. B. The City desires to remove and replace or repair certain portions of existing concrete sidewalk and curb and gutter located along the eastern right-of-way of Lewis Street between Metropolitan Drive and Chapman Avenue within the Project Area, as described on Exhibit A attached hereto (herein referred to as the Public Improvements).C. The Agency is willing in connection with the engineering and construction of the Public Improvements by the City to reimburse the City for that portion of the cost of the engineering and construction of the Public Improvements undertaken for the specific benefit of the Project Area and which are located within the boundaries ofthe Project Area.D. The Agency and the City have determined that the Public Improvements are of benefit to the Project Area.E. The Agency and the City have determined that the Public Improvements will assist in the elimination of one or more blighting conditions inside the Project Area and are consistent with the Agency's adopted Implementation Plan for the Project Area.F. The Agency and City have determined that no other reasonable source of financing said portion of the Public Improvements is available to the City.G. The Agency and the City have determined that the Agency' s financial participation in the engineering and construction of the Public Improvements will benefit the City and that the City has or will have the ability to maintain the NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. SCOPE OF WORK The City shall cause the Public Improvements to be constructed in a satisfactory and proper manner pursuant to plans and specifications prepared by the City. The Agency agrees to reimburse the City for a portion of its costs as set forth in Section 3 hereof. 2. TIME OF PERFORMANCE The work required pursuant to Section I hereof shall commence and be completed in accordance with a schedule to be determined by the City's Director of Public Works/City Engineer. 3. COMPENSATION AND METHOD OF PAYMENT a. Maximum Compensation The Agency shall reimburse the City in an amount not to exceed Sixty Thousand and Noll 00 Dollars ($60,000.00) for its share of the engineering and construction costs associated with undertaking the Public Improvements. b. Method of Payment The amount to be reimbursed by the Agency hereunder shall become due in full ten (10) days after receipt of a written reimbursement request from the City. The City shall submit reimbursement requests to the Agency on a quarterly basis within thirty (30) days of the end of each calendar quarter requesting that the City be reimbursed for that portion of the Public Improvements completed and paid for by the City during the preceding calendar quarter. The payment obligation of the Agency hereunder shall be made at the option of the Agency, from the tax increment revenues of the Project Area, bond proceeds, and any other funds of the Agency legally available therefor. The payment obligation of the Agency hereunder does not constitute a pledge of any particular funds and is and shall be subordinate to any pledge or other commitment of the Agency made in connection with any Agency bonds, now or hereafter issued. The Agency recognizes and agrees that its commitment under this Agreement constitutes an obligation to pay the City and, as such, creates debt for which tax increment revenues may be allocated to the Agency. Said indebtedness shall be considered as an indebtedness of the Agency as the same is intended for purposes of the filing of a statement of indebtedness with the County of Orange pursuant to Section 33675 of the California Community Redevelopment Law. 4. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will each assume the full liability imposed on it, or any of its officers, agents or employees by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above-stated purposes, each party indemnifies and holds harmless the other party for any loss, costs or expense that may be imposed upon such other party solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made part hereof as if fully set forth herein.5. EFFECTIVE DATE OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by both the City and the Agency pursuant to official action of the governing bodies thereof, and shall be effective for a duration not to exceed the time necessary to fully pay the City the principal amount due hereunder from time to time. Upon such final payment, or five (5) years from the date of this Agreement, whichever is earlier, this Agreement (other than the provisions of Article 4. LIABILITY AND INDEMNIFICATION") shall terminate.Remainder of page intentionally left blank; signatures on next IN WITNESS HEREOF, the parties have executed this Agreement as of the date first set forth herein. CITY OF ORANGE, a municipal corporation Theodore 1 eynolds lty Attorney Ci~~~ ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic t;c Mary E. Theodore J. Re Assistant Gen s ounsel Wt Mary E. EXHIBIT "A" DESCRIPTION OF PUBLIC IMPROVEMENTS The City will be contracting for the construction of street concrete improvements within the Lewis Street right-of-way from Metropolitan Drive to Chapman Avenue. The improvements will consist of traffic control, saw-cutting, removal and disposal of concrete improvements, and the construction of concrete curb and gutter and sidewalk.These improvements are more particularly described on the specifications entitled "Annual Service Contract for Concrete ReplacementVarious Locations - 2006- 2007, Project SP-3578",prepared by the City of Orange Public Works Department, dated as of November 2006.A portion of the work, consisting of the removal and replacement or the repair of sidewalk and curb and gutter along the eastern right-of-way of Lewis Street between Metropolitan Drive and Chapman Avenue, is located within the boundaries of the Orange Merged and Amended Redevelopment Project Area. It is that work which the Orange Redevelopment Agency will fund or for which the City