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HomeMy WebLinkAboutContracts & Agreements_1973_CCv0001.pdf r x ID AT' BOOKSU5 PAGE 929 AND MAIL TO f Ot' ' RECORDS R i a 4 f „ P 1973 AR 8 PM 3 47 JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF REDLANDS AND THE COUNTY OF SAN BERNARDINO CREATING AN AGENCY TO BE KNOWN AS THE SAN BERNARDINO COUNTY -- REDLANDS PUBLIC FACILITIES AUTHORITY THIS AGREEMENT, datedm` " a„ is between the CITY OF REDLANDS, a munical corporation duly organized and existing under the laws of the State of California (hereinafter referred to as "City" ) , and the COUNTY OF SAN BERNARDINO, a political subdivision of the State of California (hereinafter referred to as "County") ; W I T N E S S E T H: WHEREAS, City and County are each empowered by law to acquire sites and to acquire, construct , maintain, operate and lease public buildings and related facilities for administrative and recreational purposes, including community center facilities, and museum facilities; and Q� WHEREAS, City and County desire to provide for the construction and operation of a Museum upon the site described in Exhibit A attached hereto and incorporated herein by reference (hereinafter referred to as the "Museum Site : ) ; and. WHEREAS, City and County are of the opinion that an area to be selected within the boundaries of City (here- BOOKK35 VAGE 930 developed as a comprehensive civic center including public buildings and related facilities of both City and County , together with necessary appurtenances , parking facilities ,, walks , other site improvements and landscaping (herein- after "Civic Center Complex") ; and WHEREAS , City and County desire to provide for the construction and operation of said Civic Center Com- plex in the Civic Center Area; and WHEREAS , it is deemed advisable for City and County to provide for the construction and operation of said Museum and Civic Center Complex, and to provide for the orderly development of the Civic Center Area by jointly exercising their common powers in the manner set forth in this Agreement ; NOW, THEREFORE,, City and County , for and in consideration of the mutual benefits , promises and agree- ments set forth herein, agree as follows : Section 1 . Purpose . This Agreement is made pursuant to the provisions of Article 1 , Chapter 5 , Division 7 , Title 1 of the Govern- ment Code of the State of California (commencing with Section 61500 , hereinafter referred to as "Act" ) relating the joint exercise of powers common to public agencies , in this case City and County . City and County each possess the powers referred to in the above recitals . The purpose BOOKS 1.35 PAGE' 9A providing for the construction and operation of a Museum., and the development of the civic Center Area., including the construction and operation of a Civic Center Complex. Such purpose will be accomplished and said powers exer- cised in the manner set forth in this Agreern.ent . Section 2 . Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of 50 years from the date hereof or until all revenue bonds herein provided for and issued pursuant hereto and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof, whichever date is earlier; provided, however, that this Agreement shall terminate ten years from the date hereof in the event no Museum or Civic Center Area has been constructed or developed on or before said date . 10 1 Section 3. Authority . A. Creation of Authority . Pursuant to Section 6506 of the Act , there is hereby created a public entity , separate and apart from the parties hereto, to be known as the "San Bernardino County - Redlands Public Facilities Authority" (hereinafter referred to as "Authority" ) . The debts , liabilities and obligations of Authority do not constitute debts , liabilities or obligations of either City or County . BOOK8135 PAGE 9.32 B. Commission. Authority shall be governed by a commission composed of five members , each serving in his individual capacity as a member of the commission. The commission shall be called the "San Bernardino County Redlands Public Facilities Commission" (hereinafter referred to as "Commission" ) . Two members of the Com- mission shall be appointed by the Board of Supervisors of County and two members shall be appointed by the City Council of City . The Board of Supervisors shall appoint one member for a two-year term and one member for a four- year term, and the City Council shall appoint one member for a two-year term and one member for a four-year term. These four members shall nominate the fifth member who shall be appointed by the Board of Supervisors and the City Council and who shall serve a four year term. The initial terms shall be computed from the date here-of. Upon the expiration of the initial terms , all succeeding terms shall be four years . Members shall hold membership on the Commission during the term for which they were ap- pointed and until their successors have been appointed., except that members may be removed from membership on the Commission by the City Council in the case of members ap- pointed by said Council, or by the Board of Supervisors in the case of members appointed by said Board and in the case of the fifth member, by both the City Council and the Board of Supervisors . Vacancies during a term and successors following expiration of the term of any member shall be filled in the same manner as the original appointments . An appointment to fill a vacancy occurrinp.- Buri nor nn iinn�y_ PACE 933 The City Council. and the Board of Supervisors shall forth- with notify the Secretary of the Commission of all remo- vals and appointments . C. Meetings� of the Commission . (1) Regular Meetings . The Commission shall provide for its regular, adjourned regular and special. meetings ; provided however, that it shall hold at least one regular meeting in each year and such further meetings as City and County may reasonably request to accommo- date matters which cannot conveniently be considered at a regular. meeting. The dates upon which and the hour and place at which any regular meeting shall be held shall be fixed by resolution and a copy of such resolution shall be filed with City and County . The place of the regular meetings shall be a City or County building within the County of San Bernardino. (2 ) Ralph M. Brown Act . The Commission shall adopt rules for conducting its meetings and other business . All meetings of the Commission, including without limitation, regular, adjourned regular and special meetings , shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, (com- mencing with Section 54950 of the California Govern- ment Code) . BOOK Si35 PAGE 9,34 (3) Minutes . The Secretary of the Commission shall cause minutes of regular, adjourned regular and special meetings to be kept, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Commission and to City and County . (4) Quorum. Three members present at a Commission meeting shall constitute a quorum for the transaction of business , except that a lesser number may adjourn for lack of a quorum. D. Officers . The Commission shall elect a president and vice president at its first meeting and thereafter at the first meeting held in each succeeding calendar year the Commission shall elect or re-elect its president and vice President . In the event that the president or vice president so elected ceases to be a low member of the Commission, the resulting vacancy shall be filled at the next regular meeting of the Commission held after such vacancy occurs . In the absence or inability of the president to act , the vice president shall act as president. The president , or in his absence the vice president, shall preside at and conduct all meetings of the Commission . The Clerk of the Board of Supervisors of Countv shall be and no-t ac ^.(, +-i, (,,-- BOOKWS fnE 9,35 The County Counsel shall be and act as Attorney for Authority except that the City Attorney may , if he so elects , act as to matters in which the County Counsel is precluded from acting because of a conflict of interest or other legal im- pediment . In the event the County Counsel is legally pre- cluded from acting and the City Attorney declines to act or in the event Authority wishes to obtain the services of bond counsel or other counsel with special expertise, the Com- mission may employ independent counsel or bond counsel . Section 4 . Powers of Authority . Authority shall have the powers common to City and County set forth in the recitals of this Agreement , to wit : the power to acquire sites and to acquire , con- struct , maintain, operate and lease public buildings and related facilities for recreational,and administrative purposes , including the power to provide for the develop- ment of the Civic Center Area.,, and the power to provide for a Museum Facility . Authority is authorized to do all acts necessary for the exercise of said common powers for said purposes , including , but not limited to, any or all of the following: to make and enter into contracts , to acquire , construct , manage , maintain or operate any buildings , works or improvements ; to acquire property , by lease or purchase; to hold or dispose of property, by lease or sale ; to incur debts , liabilities or obligations required by the exercise of these powers ; and to sue and be sued in its own name . Said powers shall be exercised in the manner provided in said Act and, except as expressly set forth herein, subject BOOK8J35 FnE 936 powers as are imposed upon City in the exercise of similar powers . Authority may also issue revenue bonds , pur- suant to Article 2, Chapter 5 , Division 7 , Title 1 of the Government Code of the State of California (commenc- ing with Section 6540 , hereinafter called "Bond Act") and any other applicable laws of the State of California, whether heretofore or hereafter enacted or amended. Section 5 . Fiscal Year. For the purpose of this Agreement , the term "Fiscal Year" shall mean the period from July 1 of each year to and including the following June 30 . Section 6 . Disposition of Assets . Upon termination of this Agreement , all property , real or personal , sold, leased or otherwise conveyed to Authority by City shall revert to City, and all such property sold, leased or otherwise conveyed to Authority by County shall revert to County. City, County and Auth- ority shall execute any instruments of conveyance necessary to provide for the vesting of real property . All other property , funds and assets of Authority shall be divided between City and County in proportion to the' unreturned contributions made by each . Section 7 . Preparation of Plans . City and County shall cooperate in the prepara- tion of a preliminary general plan for the orderly develop- ment of the Civic Center Area. Such plan shall provide for ?nE 937 tion 9 , and the County Facilities described in Section 10 ., together with such appurtenances , parking facilities , walks , other site improvements and landscaping as may be deemed desirable provided that such plan may provide for the construction of the City Facilities and the County Facili- ties in several phases and at different times . City shall prepare , or cause to be prepared, plans and specifications for the construction of the City Facilities , and County shall prepare , or cause to be prepared, plans and specifica- tions for the construction of the County Facilities . Copies of plans and specifications shall be filed with City, County and Authority . Plans and specifications for the construction of the City Facilities shall be approved by City and Authority , and to the extent that such plans and specifications provide for the construction of facili- ties which will be used jointly by City and County shall also be subject to review and approval by County . Plans and specifications for the construction of the County Facilities shall be approved by County and Authority , and to the extent that such plans and specifications -provide for the construction of facilities which will be used jointly by County and City shall also be subject to review and approval by City . Section 8. Sites and Ground Leases . When necessary to carry out any phase of the plan of development of the Civic Center Area, City or County , as the case may be , shall lease to Authority , by means of ground leases , the sites on which the City Facilities in Section 10 are to be constructed. County shall further lease to Authority, by means of a ground lease, the Museum Site. City and County may reserve such rights and easements as are reasonably necessary and do not unreasonably interfere with the purposes of this Agreement . Each ground lease shall be for a term that ends no later than the term of this Agreement, and consideration for each such ground lease shall be a rental amount to be agreed upon by the parties, not to exceed the fair rental value of the leased sites. Section 9. City Facilities . The public buildings and facilities to be con- structed for the use of City in the Civic Center Complex (herein referred to as the "City Facilities") shall consist of administration facilities, together with appurtenances, parking facilities, walks, other site improvements and landscaping. Section 10. County Facilities . The public buildings and facilities to be con- structed for the use Of County in the Civic Center Complex (herein referred to as the "County Facilities") shall con- sist of administration facilities, together with appurte- nances, parking facilities, walks , other site improvements and landscaping. Section 11 . Museum Facilities. BOOK 8135 PACE 939 Including an auditorium, together with appurtenances , parking facilities, walks, other site improvements and landscaping. Section 12. Construction of City Facilities . Following approval of the plans and specifica- tions for the construction of any of the City Facilities., Authority, or City on behalf of Authority, shall call for competitive bids to let the necessary contract or contracts for the construction of such City Facilities . Authority shall award the contract or contracts for the construction of such Facilities to the lowest responsible bidder or bidders after approval of such bidder or bidders by City. Such City Facilities shall then be constructed in accordance with the plans and specifica- tions previously approved. Section 13 . Construction of County Facilities . Following approval of the plans and specifica- tions for the construction of any of the County Facilities , Authority, or County on behalf of Authority, shall call for competitive bids to let the necessary contract or contracts for the construction of such County Facilities . Authority shall award the contract or contracts for the construction of such County Facilities to the lowest re- sponsible bidder or bidders after approval of such bidder or bidders by County. Such County Facilities shall then be constructed in accordance with the plans and specifica- f- BDOKSJ35 PAGE 940 Section 14 . Planning and Construction of Museum. The Museum shall be planned and constructed pursuant to Sections 7 and 13 of this Agreement as if it were a County Facility . Section 15 . Procedures and Changes in Work. The Museum, City Facilities , and the County Facili- ties shall be constructed in accordance with the normal procedures employed by City or County, as the case may be, in the construction of public buildings . The contracts awarded by Authority for the construction of the City Facilities and the County Facilities shall be administered on behalf of Authority by City and County staff, respec- tively. In the administration of such contracts , in the inspection and testing of materials and in other job pro- cedures , City and County staff, as the case may be , shall follow normal City and County procedures . Nothing contained herein shall prohibit City from delegating responsibility for supervising construction of City Facilities to County officials , according to County procedures , or County from delegating responsibility for supervising construction of County Facilities to City officials , according to City procedures . Authority shall have the right to make changes in the work in any construction contract or contracts ; nrmHr1e:!,r3 i-inn+- 1 11 . - PAGE 941t (a) By written modification of the construction contract or contracts ordered by Authority with the approval of the City Council of City or the Board of Supervisors of County, as the case may be, in the manner specified by Government Code Sections 25461 and 25462; or (b ) By written change order signed by the City or County official performing the duties or designated as performing the duties of the City Administrator or the Board Of Supervisors or its designated repre- sentative, as the case may be, in the manner and sub- ject to the limitations specified by Government Code Section 25466, or in the case of the construction of City Facilities Government Code Section 25467 may also be utilized. Section 16 . Payment and Reimbursement . Authority shall, upon request, nay or reimburse City or County , as the case may be, for costs incurred and payments made by City or County in connection with the preparation of the plan for the development of the Civic Center Area, the acquisition of the sites for, and the preparation of the plans and specifications for the construction of, the City Facilities and the County Facilities , the letting of construction contracts and the construction of the City Facilities and the County Facilities ; Provided that such payments and reimburse- ments , if any , shall be made only from the nronnorlR of . l 9 50OKK35 P,IK 942 Section 17 . Sublease and Operation of City —_ Facilities . By ni.eans of financing leases, Authority shall sublease the sites and the City Facilities constructed thereon to City for a term that ends prior to the termina- tion of both this Agreement and the ground leases of the sites from City to Authority. City shall pay annual base rent under the financing leases and shall pay additional rent in amounts equal to all administrative and other expenses incurred by Authority in connection with the City Facilities, total rental payments not to exceed the fair market rental value of the Facilities being leased. City shall operate and maintain the City Facilities at its own cost and expense. Section 1$. Sublease and Operation of County Facilities . By means of financing leases, Authority shall sublease the sites and the County Facilities constructed thereon to County for a term that ends prior to the termination of both this Agreement and the ground leases of the sites from County to Authority. County shall pay annual base rent under the financing leases and shall pay additional rent in amounts equal to all administra- tive and other expenses incurred by Authority ill connec- tion with the County Facilities, total rental payments not to exceed the fair market rental value of the County Facilities being leased. County shall operate and main- tain the County Facilities at its own cost and expense . BOOKSi35 PACE 943 Section 19. Sublease and Operation of Museum. By means Of financing leases, Authority may sublease all or a Portion of the Museum to City, County or City and County. City and County shall thereafter provide for Joint use Of the Museum, Provided that City may delegate to County or County may delegate to city the responsibility for operation and maintenance Of the entire Museum. City and County shall have the right to execute subleases between themselves to facilitate the maximum usefulness of the Museum. Section 20. Assistance to Authority. City and County may in appropriate circumstances : (a) make contributions from their treasuries for the pur- poses set forth herein, (b) make advances Of Public funds to defray the cost Of such Purposes, (c ) make advances of Public funds for such Purposes, such advances to be repaid as provided herein, or (d) use their Personnel, equipment or property in lieu Of other contributions or advances . The provisions of Government Code Section 6513 are hereby incorporated into this Agreement . Section 21. Revenue Bonds . In order to obtain the funds required to finance the construction of the City Facilities and the County Facilities or Museum, including necessary reserves and incidental expenses , Authority shall issue revenue bonds pursuant to the provisions Of the Bond Act . Such revenue bonds may be issued in more than --- ---4 -- J.- I 80DK8i3,5 944 by competitive bidding or by private sale , and shall not constitute a debt, liability or obligation of either City or County . The Sale of such revenue bonds and any resolu- tions authorizing the issuance of such bonds shall be subject to the approval of City or County, depending on which party is obligated to make rent payments for the use of facilities to be constructed with the proceeds of the revenue bonds . The services of bond counsel, financing consultants and other consultants and advisors may be used by Authority in connection with the issuance and sale of such revenue bonds . The fees and expenses of such counsel, consultants and advisors shall be paid from the proceeds of the revenue bonds , and City or County may be reimbursed from such pro- ceeds for any portion of such fees and expenses which it has paid prior to the issuance of such revenue bonds . Section 20 . Accounts and Reports . To the extent not covered by the duties assigned to any trustee appointed under any resolution authorizing the issuance of bonds by Authority , the Treasurer of Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by the provisions of any resolution authorizing the issuance of bonds by Authority . The books and records of Authority in the hands of the trustee or the Treasurer shall be open to inspection at all reasonable tines by times by representatives of citv Pneg rwini-ir TI,^ rp_^- o 945 each fiscal year, shall give a complete written report Of all financial activities for such fiscal year to City, County and Authority to the extent such activities are not covered by the report of any trustee. Any �-Irustee appointed under any resolution authorizing; the issuance of bonds by AL.thority shall be required to establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said resolution and this Agreement . Additionally, the Treasurer of Authority shall assume the duties (to the extent not covered by the duties assigned to any trustee) required by the laws of the State of California, including the following; (a) Receive and receipt for all money of Authority and place it in the County treasury to the credit of Authority; (b) Be responsible upon his official bond for the safekeeping and disbursement of all Authority money so held by him; (c ) Pay, when due, out of moneys of Authority so held by him, all sums payable on outstanding bonds and coupons of Authority; (d) Pay any other sums due from Authority money only upon warrants of the Controller of 50GK8i35 PACE 946 (e) Verify and report in writing on the first day of July, October., January, and April of each year to Authority and to City and County the amount of money ',ae holds for Authority, the amount of receipts since his last report , and the amount paid out since his last report . Section 21. Funds. The Treasurer of Authority shall have the custody of and disburse Authority funds pursuant to the accounting procedures devMloped in accordance with the provisions of Section 20 hereof and as nearly as possible in accordance with normal County procedures. The public officers (namely, the Controller and Treasurer) herein designated as the persons responsible for any moneys of Authority are hereby also designated as responsible for all other property of Authority, except that each Director of a County Division using the Facili- ties shall be responsible for all property under his jurisdiction. The parties to this Agreement hereby find and determine that the Controller shall be liable on his official bond in the amount of $50,000 and the Treasurer shall be liable on his official bond in the amount of $300, 000. Section 22 . Notices. Notices hereunder shall be sufficient if sent by regular mail . Dostaze nrPnnAd _ to , BOOK 135 FACE 947 City: City Clerk, City Hall P. 0. Box 280 Redlands, California 92373 County : Clerk of the Board ot' Supervisors County Civic Buildin;r 175 West Fifth San Bernardino, Calf."ornia 924ol Authority : C/o Clerk of the Board of Supervisors County Civic Building 175 West Fifth Street San Bernardino, California 924ol Section 23. Miscellaneous . The section headings herein are for convenience only and are not to be construed as modifying or, governing the language in the section referred to. Whenever in this Agreement any consent or approval is required the same shall not be unreasonably withheld. This Agreement is made in the State of California under the Constitution and laws Of such State and is to be $0 construed . Where reference is made in this Agreement to Controller or Treasurer indicating specific duties to be undertaken by said officers, said officers may independently determine which of them shall undertake any particular duty . Section 24 . Severability . -erm, portion or provision of Should any part , 4k, this Agreement be by the courts decided to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual , the Bovf3135 FACE 948 thereby , provided such remaining portion or provisions can be construed in substance to continue to c011stjtute the agreement that the parties intended to enter into in the first instance. Section 25 , Successors . This Agreement shall be binding; upon and shall inure to the benefit of the successors of the parties hereto , IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized , their official seals to be hereto affixed, as of the date first above written. t CITY OF REDLAND� By Jack B . Cummings Mayor ATTEST; Pe Mos ey city lerk'� STATE OF CALIFORNIA, ss. County of San Bernardino BooK8135 wA�,E 949 Ox Ma r e h 5 , , 1913_, before me, the undersigyned, a Notary Public in and for said Countyy and State personally appeared Jack B . Curmnings and Peggy , . Moseley known to me to be the Mayor and City Clerk respectively of the City of Redlands , a Municipal CorporatioH- Allkt the Corporation that executed the within Instrument, known to me to be the 950 COUNTY OF SAN BERNARDINO ByX NANCY E. MITH Chairman of the Board of Supervisors ATTEST: Clerk of the Board of Supervisors .5p. 9 �.,. .....�.1,......,.!`t,.. ( ^w.w" € LEONA RAP OPOY _ APPROVED AS TO FORM this 7th day of March , 1973 . STANFORD D. HERLICK, County Counsel Sa-. ernardino County, California By R CHARD Wm. STRONG Deputy County Counsel q BOOKS . PAGE 951 STATE OF CALIFORNIA ) ss COUNTY OF SAN BERNARDINO ) On this day ofE` ;:�."r , 1973, before me, the undersigned, a Notary Public, State of California, duly commissioned and sworn, personally appeared NANCY E. SMITH known to me to be the Chairman of the Board of Supervisors , and LEONA RAPOPORT, known to me to be the Clerk of the Board of Supervisors , respectively, of the County of San Bernardino, a political subdi- vision of the State of California, that executed the within instrument ane known to me to be the persons who executed the within instrument on behalf of said political subdivision of the State of California, therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of said County of San Bernardino. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. Lary Public in and or said State . My Commission Expires : OFFICIAL SEAL p`a JUDITH R. BAHNSEN N()rARYP2aF3LIC CALIFORNIA (SEAL) SAN BERNARE"NO COUNTY My Commission Expires Nov. 19, 1974 952 MINUTES OF THE BOARD OF SUPERVISORS B ` i'A " OF SAN BERNARDINO COUNTY, CALIFORNIA Administrative Officer Robert A. Covington discusses with the Board a proposed Joint Powers Authority Agreement between the County and the City of Redlands which has been reviewed by County Counsel and the Administrative Office and approved by the City of Redlands . Mr. Covington explains that although the Joint Powers Authority is usually formed for the sole purpose of issuing bonds tcAfinance buildings , in this instance the financing will be through the use of sales tax funds, revenue sharing funds , and money received from a lease agreement with the City of Redlands. He states that to make the lease agreement more binding and to provide a vehicle for the administration of the lease, County Counsel has recommended that the Joint Powers Authority be formed and utilized as an agent in the lease agreement. Mr. Covington states further that the Administrative Office recommends that this Joint Powers Authority be approved and that members be appointed to this Authaity as quickly as possible. Following a full and complete discussion-, on motion by Supervisor Hansberger, duly seconded by Supervisor Ayala, and carried, the Board of Supervisors hereby accents the recommendation of the Administrative Office and approves the San Bernardino-Redlands Joint Powers Authority agreement and authorizes its Chairman to sign said document indicating this Board' s approval of the terms and conditions therein contained. PASSED AND ADOPTED by the Board of Supervisors of the County of San Bernardino, State of California, by the following vote: AYES: SUPERVISORS : Hansberger, Ayala, Smith NOES : SUPERVISORS : None ABSENT: SUPERVISORS: Mayfield, Mikesell .. w ,.m rrrcmarmn ,..m^ ,zmMrn"+m5'++ramgrm,Y^ �7C'CwrryNnq.gnr'ro**MYmTpiC Mw+rte >.,� 800K8135 PAcE 9,53 MINUTES OF THE BOARD OF SUPERVISORS OF SAN BERNARDINO COUNTY, CALIFORNIA On motion by Supervisor Hansberger, duly seconded by Supervisor Ayala, and carried, the Board of Supcwisors hereby appoints the following to the San Bernardino County-Redlands Joint Powers Authority for the terms specified: f Donald Jordan - Four-year term Donald L. Rogers - Two-yeas term PASSED AND ADOPTED by the Board of Supervisors of the County of San Bernardino, State of California, by the following vote: AYES: SUPERVISORS : Fiansberger, Ayala, Smith NOES : SUPERVISORS : Mone ABSENT: SUPERVISORS: Mayfield, Mikesell