FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF THE
1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE THIS FIRST AMENDMENT ("Amendment") to the above -referenced Restatement is entered into and shall be effective on this day _____ of ____________, 2025 by and between the City of Santa Ana, hereinafter referred to as "Santa Ana," and the City of Irvine, hereinafter referred to as "Irvine." Santa Ana and Irvine are collectively referred to as the "Parties."
RECITALS
A. WHEREAS, on November 24, 1992 the Parties entered into an Agreement entitled "Implementation of Roadway and Interchange Mitigation Program for EIR 88 -ZC- 0087" ("1992 Agreement.").
B. WHEREAS, on July 13, 2010 Irvine certified an Environmental Impact Report fo r certain General Plan Amendments and Zone Changes that are collectively known as the "IBC Vision Plan." That same evening, Irvine approved the General Plan Amendment for the IBC Vision Plan, and conducted a first reading for the Zone Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted a second reading for the Zone Change for the IBC Vision Plan. The IBC Vision Plan is hereinafter referred to as the "Project." The Project is generally bounded by the former Tustin Marine Corps Air Station (MCAS) to the north, the San Diego Creek channel to the east, John Wayne Airport and Campus Drive to the south and State Route 55 (SR- 55) to the west. The Project is bordered by the cities of Newport Beach, Santa Ana, Costa Mesa and Tustin. The Project includes and/or contemplates (i) an increase in total units in the Irvine Business Complex ("IBC") from 9,401 units to 15,000 units, and (ii) a reduction of 2,715,062 square feet of nonresidential development (measured in office equivalency). In addition, a total of 2,038 density bonus units could be allowed (and are therefore assumed as part of the Project) in accordance with state law, resulting in a total of 17,038 units; and C. WHEREAS, the Project involves the same land area - the IBC - that was the subject of certain Irvine General Plan Amendment and Irvine Zoning Code Amendments EXHIBIT 2
project, together with a mitigation fee program and an Environmental Impact Report ("IBC EIR"), for which approvals and certifications were completed by 1992 (collectively, the "1992 Entitlements"); and
D. WHEREAS, in connection with the 1992 Entitlements, the Parties entered into the 1992 Agreement, which outlines the Parties' roles and responsibilities in implementing certain transportation improvements identified in the 1992 Entitlements; and E. WHEREAS, on March 21, 2011, the Parties entered into an Amendment and Restatement of the 1992 Agreement (“Restatement”) which superseded in its entirety the 1992 Agreement. A true and correct copy of the Restatement is attached hereto as Exhibit “A;” and
F. WHEREAS, the Restatement may be amended upon the mutual consent of both Parties; and
G. WHEREAS, on April 1 9, 2022, and as contemplated under Section 4 of the Restatement, Santa Ana conducted a general plan update /amendment which identified the following two (2) traffic operational improvement projects located in Irvine or part of Implementation of Roadway and Interchange Mitigation Program for EIR 88- ZC-0087 (collectively referred to as the “Improvements”):
(1) Dyer/Pullman to Red Hill (widen to 8 lanes from a point commencing just east of the SR -55 freeway northbound direct connector on -ramp to Redhill - Dyer/Barranca) (individually referred to as the “Roadway Improvement”); and (2) Von Karman/Barranca (convert one westbound thru lane into a shared thru-right lane) (individually referred to as the as the “Von Karman/Barranca Improvement”).
. The Parties now wish to amend the Restatement in order to define the Parties’ respective funding responsibilities regarding the Improvements identified in the 2022 general plan update.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby amend the Restatement and agree as follows:
1. SECTION 2.D., Funding Responsibilities, is hereby amended to include additional language within this Section 2.D:
(a) Roadway Improvement: Irvine shall be responsible for 77% of the total cost of this Improvement and Santa Ana shall be responsible for 23% of the total cost of this Improvement.
(b) Von Karman/Barranca Improvement: Santa Ana shall not be responsible for any costs of this Improvement , or similar improvement that results in acceptable Level of Service (LOS) at this location.
2. SECTION 2.E., Lead Agency Responsibilities , the first paragraph only of Section
2.E. is hereby amended in its entirety and replaced with the following language:
“Except as otherwise provided in Section 3 of this Agreement, Santa Ana shall be the Lead Agency for the Roadway Improvement . All design plans and environmental documentation for the Roadway Improvement that is prepared by or on behalf of Santa Ana as Lead Agency shall be subject to approval by Irvine, which approval shall not be unreasonably withheld or delayed. Santa Ana shall be the Lead Agency with regard to the Overcrossing Improvement. All alignment and design plans and environmental documentation for the Overcrossing Improvement that are prepared by or on behalf of Santa Ana as Lead Agency shall be subject to approval by Irvine, which approval shall not be unreasonably withheld or delayed.
3. SECTION 2.H., Cooperation, is hereby amended in its entirety and replaced with the following language: “ The Parties shall cooperate in the implementation of this Agreement. In particular, Irvine will: (1) retain the Overcrossing Improvement and the Roadway Improvement in the County's Master Plan of Arterial Highways (MPAH), (ii) support Santa Ana in any application for grant funding for any and all Improvements described in this Restatement, as amended, and (iii) support Santa Ana in requesting that Orange County Transportation Authority (OCTA) include the Overcrossing Improvement as part of the SR55 freeway widening project. Similarly, Santa Ana will:
(1) support Irvine in any application for grant funding for the Roadway Improvement.
4. Except as modified by this First Amendment, all terms and conditions of the Restatement shall remain in full force and effect.
[signatures appear on following page]
CITY OF SANTA ANA:
ATTEST: CITY OF SANTA ANA
______________________ ______________________
Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
APPROVED AS TO FORM RECOMMENDED FOR APPROVAL
SONIA R. CARVALHO
City Attorney
By: _______________________
Jonathan T. Martinez Nabil Saba, P.E.
Assistant City Attorney Executive Director
Public Works Agency
CITY OF IRVINE:
ATTEST: CITY OF IRVINE
______________________ ______________________
Carl Peterson Oliver C. Chi
City Clerk City Manager
APPROVED AS TO FORM RECOMMENDED FOR APPROVAL
By: _______________________
Jeffrey Melching Luis Estevez
City Attorney Acting Director
Public Works & Sustainability
Nabil
Saba
Digitally signed by
Nabil Saba
Date: 2025.05.05
11:31:20 -07'00'
EXHIBIT A
Amendment and Restatement of the 1992 Agreement