(' STATE ROUTE 241241 FOOTHILLFOOTIIILL SOUTHSOUTII ANDAND TESOROTESORO EXTENSIONS SETTLEMENT AGREEMENT This State Route 241 Foothill SouthSouth and Tesoro ExtensionsExtensions Settlement Agreement ("Agreement"), dated for referencereferenoe purposespurposes onlyonly asas ofNovemberof November /oAo ,2016, 2016, isis mademade byby and among, the following Parties: (i) Foothill/EasternFoothillÆastern Transportation ConidorCorridor Agency ("TCA"), a Joint Powers Authority comprised ofof thethe CountyCounty ofof OrangeOrange andand the cities of Anaheim, Dana Point, Irvine,kvine, Lake Forest, MissionMission Viejo,Viejo, Orange,Orange, RanchoRancho SantaSanta Margarita, SanSan Clemente,Clemente, San Juan Capistrano, Santa Ana, Tustin andand Yorba Linda;Linda; (ii)(ii) National Audubon Society,Society, a New York nonprofit corporation dba AudubonAudubon California,California, CaliforniaCalifornia Coastal ProtectionProtectionNetwork, Network, a California nonprofit public benefit corporation,corporation, CaliforniaCalifornia StateState Parks Foundation, aa CaliforniaCalifomia nonprofit public benefit corporation, Defenders ofof Wildlife,Wildlife, aa District of Columbia nonprofit corporation,cotporation, Endangered Habitats League,League, aa CaliforniaCalifornia nonprofitnonprofit public benefit corporation,corporation, Laguna Greenbelt, Inc., a CaliforniaCalifomia nonprofit public benefitbenefit corporation, Natural Resources Defense Council, Inc., a New York nonprofit corporation, Orange County Coastkeeper, a CaliforniaCalifomia nonprofit public benefit corporation, SeaSea andand SageSage Audubon Society, a California nonprofit public benefit corporation, SierraSierra Club, aa CaliforniaCalifornia nonprofit public benefit corporation, Surfrider Foundation, a CaliforniaCalifomia nonprofit public benefit corporation, and WiLDCOAST-COSTASALVAjE,TI/iLDCOAST-COSTASALVAjE, a California nonprofit benefit corporation (each an "SSOC"SSOC Member" and collectively the "Save"Save San Onofre Coalition" or "SSOC"); andand (iii)(iii) thethe PeoplePeople of the State of California ex rel. Kamala D. Harris, AttorneyAttomey GeneralGeneral ("People"), the Native American Heritage Commission ("NAHC"),("NAI{C"), and the CaliforniaCalifornia State Park and Recreation Commission ("CSPRC") (each aa"PaÍty" "Party" and collectively, the "Parties"). As used in this Agreement, the terms "Parties" andand "SSOC"SSOC Members"Members" includeinclude thethe officers,offîcers, governinggoverning boards, agents, and employees of each Party or SSOC Member. "Party""Party''does does notnot includeinclude thethe membersmembers of any membership organization that is a Party who areare not also officers, members of the governing board, agents or employees of the Party. The parties to each of the following actions, which thisthis AgreementAgreement seeks to resolve, shallshall file stipulations in substantially the same form as Exhibit A ("Stipulation("stipulation forfor Consolidation and Joinder") to consolidate forfor purposespulposes ofofjudgment judgment thosethose mattersmatters and permit the permissive joinder of Defenders of WildlifeV/ildlife andand WiLDCOAST-COSTASALVAjE, which areare SSOCSSOC Members: CaliforniaCaliþrnia State Parks Foundation etet al.al. v.v. FoothillFoothill Eastern/Transportation CorridorCorridor AgenqtAgency et al., San Diego County SuperiorSuperior CourtCourt CaseCase No. GIN051194GIN05 I I 94 and People of the State of CaliforniaCaffirnía et al. v. Foothill/Eastern TransportationTransportøtion CorridorCorridor Agency et ø/.,al., San Diego County Superior Court, Case No. GIN051371GIN05 I 3 7 1 (consolidated withwith CaseCase No. GI51194)GI5 I I 94) (hereafter the *2006 "2006 CEQA Lawsuits"); CaliforniaCaffirnia State Parks Foundation et al. v. FoothillFoothill Eastern/Transportation Corridor Agency et al., San Diego County Superior Court CaseCase No. 37- 2013-00049797-CU-WM-CTL2013-00049797-CU-WÌIr/-CTL andand People of thethe StateState ofof California,Caliþmiø, ex rel. AttornqtAttorney GeneralGeneral Kamala D. Harris v. Foothill/Eastern .TransportationTransportation CorridorCorridor Agency et al., Case No. 37-2013-37-2013- 00050001-CU-WM-NC00050001-CU-\ryM-NC (consolidated with Case No. 37-2013-00049797-CU-WM-CTL)37-2013-00049797-CU-WM-CTL) (hereafter the "2013 CEQA Lawsuits");Lawsuits"); andand Native American Heritage Commission v. Foothill/Eastern TransportationTransportatíon Corridor Agency, San Diego Superior Court, Case No. GIN051370 ("NAHC("NAHC Lawsuit"). Thereafter, the Parties shallshall file a stipulation for entry of judgmentjudgment and ("Stipulation for Judgment") in the lowestlowest numbered case stipulating to the entry of final judgment and attaching a proposed final judgment incorporating the terms set forth in this Agreement (“Final Judgment”). The Stipulation for Judgment shall be substantially in the form of Exhibit B. Upon entry of the proposed Final Judgment, this Agreement shall be enforceable as an order of the court. This Agreement shall, however, be binding and enforceable as a contractual settlement agreement on and after the Effective Date, regardless of whether the court enters the Final Judgment. RECITALS A. This Agreement arises from TCA’s prior proposal to extend State Route 241 (“SR 241”) beyond its current terminus at Oso Parkway (“SR 241 Extension Project”). Actions taken by TCA related to this proposal have been subject to a number of pending lawsuits by SSOC Members, and by the People, NAHC, and CSPRC (collectively, “State Parties”). SSOC and TCA have also threatened litigation over actions taken by other public entities related to the extension of SR 241. By this Agreement, the Parties seek to finally resolve the pending lawsuits and potential lawsuits, avoid certain future claims, provide certainty as to the protection of certain natural and cultural resources, and establish a framework by which an alignment for the SR 241 Extension Project, as defined herein, can be identified, evaluated, and potentially advanced in a manner that is consistent with applicable laws and meets the transportation needs of TCA. B. On February 23, 2006, TCA certified a Final Subsequent Environmental Impact Report (“2006 SEIR”) for the SR 241 Foothill South Extension and approved an alignment (the A7C-FEC-M-Initial Alternative, also known as the Green Alignment) in the DEIS/SEIR for the South Orange County Transportation Infrastructure Improvement Project (“2006 Approvals”). C. Thereafter, the 2006 SEIR and 2006 Approvals were challenged under the California Environmental Quality Act, Public Resources Code §§ 21000 et seq. (“CEQA”) by certain SSOC Members, and by the People and the CSPRC, in the 2006 CEQA Lawsuits. The NAHC also filed the NAHC Lawsuit, seeking to enjoin construction, development, and permitting of the alignment approved by the 2006 Approvals under Public Resources Code §§ 5097.94 and 5097.97. D. In 2008, the California Coastal Commission determined that the alignment approved by TCA in 2006 was inconsistent with the Coastal Zone Management Act of 1972 (16 U.S.C. §§ 1451 et seq.) (“CZMA”) due to its significant impacts on coastal resources and the availability of feasible alternatives to the alignment, and therefore objected to TCA’s CZMA consistency determination. On appeal, the U.S. Secretary of Commerce upheld the Coastal Commission’s objection. E. On April 18, 2013, TCA approved an Addendum to the 2006 SEIR (“2013 Addendum”) and approved an extension of SR 241 to Cow Camp Road (“2013 Approvals”), also known as the Tesoro Extension. The 2013 Approvals and 2013 Addendum were challenged under CEQA in the 2013 CEQA Lawsuits, filed by certain SSOC Members and by the People. 2 F. Through a series of decisions made between June 2013 and March 2015, the San Diego Regional Water Quality Control Board (“RWQCB”) denied TCA’s application for waste discharge requirements under the Porter-Cologne Water Quality Control Act (Water Code §§ 13000 et seq.) for the Tesoro Extension (“WDR Denial”). On February 16, 2016, TCA and RWQCB entered into a tolling agreement by which the parties agreed to extend the time for TCA to file a legal challenge to the WDR Denial (as amended, “RWQCB Tolling Agreement”). G. In 2016, construction commenced on Los Patrones Parkway (formerly known as F Street), a county arterial road between Oso Parkway and Cow Camp Road occupying the same general footprint as the proposed Tesoro Extension. Construction of Los Patrones is expected to be complete in 2018. H. Between February and June, 2016 the County of Orange took certain actions resulting in the approval of the Oso Parkway Bridge project (“Bridge Project”) proposed by TCA, which would allow for a direct connection between SR 241 and Los Patrones Parkway under Oso Parkway. On May 2, 2016, SSOC, County of Orange, and TCA entered into an agreement by which the parties agreed to extend the time for SSOC to challenge the Bridge Project (as amended, “Bridge Tolling Agreement”). I. TCA is considering a mobility improvement project to address concerns regarding congestion on the Interstate 5 freeway in South Orange County. Mobility improvements would be conducted in a manner that would extend SR 241 utilizing an alignment that minimizes environmental and cultural resource impacts, is economically feasible and practicable, and is consistent with applicable state and federal environmental and cultural resources laws. To achieve these objectives, TCA will only build or fund an alignment that is located outside of the Avoidance Area, as defined in