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HomeMy WebLinkAbout20A - AA AND AGMT WITH OCTA FOR SR-55 (2)REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 5, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT RECOGNIZING $10,000, AUTHORIZE EXECUTION OF A COOPERATIVE AGREEMENT WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY TO ACQUIRE PROPERTIES AND EASEMENTS, REIMBURSE THE CITY FOR PROJECT COSTS RELATED TO THE SR-55 WIDENING PROJECT, AND APPROVE STAFF TO PROCEED WITH A 'CONSTRUCTION MANAGER AT RISK' DELIVERY METHOD FOR WATER RELOCATION PROJECTS (NON -GENERAL FUND) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2111 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Authorize the City Manager to execute a Cooperative Agreement with the Orange County Transportation Authority (OCTA) to acquire City properties and easements, and reimburse the City up to $100,000 from the execution of the contract until June 30, 2025 for actual costs of services related to the State Route 55 Improvement Project, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing $10,000 in funds from OCTA, as outlined in the cooperative agreement for the State Route 55 Improvement Project, into the Measure M OCTA Transitway Project Fund revenue account and appropriating the same into the Measure M OCTA Transitway Project Fund expenditure account. 3. Approve an amendment to the Fiscal Year 2019-20 Capital Improvement Program to add SR- 55 Widening Project to include design funds in the amount of $10,000. 4. Authorize the City Manager to execute three utility reimbursement agreements, COSA- 1101/1103, COSA-1115, and COSA-1117, with the Orange County Transportation Authority for water relocation project costs related to the State Route 55 widening project from the execution of the contract until June 30, 2025, subject to non -substantive changes approved by the City Manager and City Attorney. 20A-1 Approve Cooperative Agreements with OCTA to Acquire Properties and Easements and Reimburse City for Project Costs Related to SR-55 Widening Project May 5, 2020 Page 2 5. Approve the use of a `Construction Manager at Risk' Delivery Method for the associated pipeline replacement and pressure reducing station relocation projects. DISCUSSION The Orange County Transportation Authority (OCTA) is the lead agency for the proposed State Route 55 (SR-55) freeway -widening project from Interstate 405 to Interstate 5 (Exhibit 1). The Project will add general purpose and high -occupancy vehicle lanes in each direction between 1-405 and 1-5, and will also add auxiliary lanes between interchanges to reduce traffic congestion and improve mobility. In order to move forward with the proposed widening, OCTA needs to acquire City properties and easements. A summary of the key provisions of the cooperative agreement that governs the acquisitions is below. • The term of the cooperative agreement (Exhibit 2) is from the execution of the agreement through June 30, 2025 which is approximately the end of Project construction. • OCTA is the funding agency and shall lead the design for the Project. • Caltrans shall lead the construction with OCTA and City's support. • OCTA shall lead the right-of-way effort and obtain all necessary property rights for the Project. • OCTA shall acquire property rights of privately -owned properties to accommodate the relocation of the City's Pressure Regulating Station (PRS) (Exhibit 3). • City will convey property rights needed at the City's PRS property for implementation of the Project. • Portions of City right-of-way along Pullman Street, Dyer Road, Warner Avenue, Ritchey Street, and McFadden Avenue will be acquired for State Highway purposes through the Streets and Highways Code 83 and 233 (Exhibit 4). • City will allow a permanent easement for the undergrounding of Southern California Edison's facilities along Pullman Street (Exhibit 5). • OCTA shall lead the public awareness campaign. • City's participation ensures input on City infrastructure through meetings and design reviews, construction inspection of City -owned facilities, and overall collaboration. • Consistent with OCTA's practice on major capital projects, OCTA agrees to compensate the City for its participation on the Project. • The cost of the City's participation in the Project will be covered as a Project cost following federal guidelines. Additionally, the City of Santa Ana's existing water infrastructure, consisting of a 16" pipeline in Ritchey Street, 24" and 12" pipelines crossing the SR-55 freeway and a pressure regulating station near Warner Avenue, must be relocated and reconstructed. The proposed utility relocations are already under design with the goal of beginning construction at the beginning of 2021 to remain on schedule with the freeway -widening work. The work involved to relocate the utilities is quite extensive and requires obtaining easements and performing jack and bore construction techniques below the freeway. Total project construction costs are estimated at $6,600,000. 20A-2 Approve Cooperative Agreements with OCTA to Acquire Properties and Easements and Reimburse City for Project Costs Related to SR-55 Widening Project May 5, 2020 Page 3 The California Department of Transportation (Caltrans) and OCTA require that an individual Utility Agreement be executed for each identified relocation (Exhibit 6). In this case, three Utility Agreements are required, one for Ritchey Street, one for the freeway crossing and one for the pressure regulating station. The Utility Agreements will allow the City to recuperate all costs associated with the relocation projects including staff and consultant time spent in planning, design and construction phases dating back to July 27, 2018. The proposed project relocations must be complete by December 2021 to allow the freeway widening work to proceed on schedule. The proposed facility relocations are extensive and will require special construction methods. In an effort to expedite project delivery time and achieve operational efficiencies, staff is seeking approval to utilize the 'Construction Manager at Risk' (CMAR) project delivery method. The CMAR project delivery method differs from the traditional design -bid -build model the City typically employs for construction projects; the CMAR method allows the City to hire a construction manager, via a competitive process, while the project is still in the design phase. In the design phase, the selected construction manager will work with the City's Water Resources design team to identify risks, provide cost projections, and refine the project schedule. After selection of a construction contractor, the CMAR will provide construction planning, phasing, and scheduling for the duration of the project. Should this method be employed, staff will return to the City Council for approval prior to awarding a CMAR contract for the proposed water relocation projects. Additionally, and consistent with OCTA's practice on major capital projects, OCTA agrees to compensate the City for its participation on the Project. The cost of the City's participation in the Project will be covered as a Project cost following federal guidelines. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The total project costs for the three utility relocation projects are estimated at $6,600,000, which will initially be incurred by the Water Utility Capital Construction Fund. The relocation of these utilities is necessary to accommodate OCTA's SR-55 Widening Project. OCTA will pay the City on a reimbursement basis the actual and necessary costs to complete the three utility relocation projects. Expenditures on these projects will not be realized until construction contracts are awarded by Council in the future. Staff will program construction costs into the FY 2020-21 and 2021-22 Capital Improvement Program, and in the associated Water Capital Construction Budgets (Account No. 06617647-66301). Approval of Cooperative Agreement C-0-2201 and the associated Utility Agreements will allow the City to recover all eligible costs incurred in the Water Capital Fund to facilitate the relocation of the utilities. 20A-3 Approve Cooperative Agreements with OCTA to Acquire Properties and Easements and Reimburse City for Project Costs Related to SR-55 Widening Project May 5, 2020 Page 4 Approval of the requested Appropriation Adjustment will recognize $10,000, a portion of the agreed OCTA reimbursement amount of $100,000, into the Measure M OCTA Transitway Project Fund revenue account (No. 03217002-52040) and appropriate $10,000 into the Measure M OCTA Transitway Project Fund expenditure account (No. 03217661-66220) (Exhibit 7). Staff will program the remaining amount of $90,000 in the FY 2020-21 Capital Improvement Program. Appropriated funds will be available for expenditure in FY 2019-20 as follows: Fiscal Year Accounting Unit -Account # Fund Description Accounting Unit, Account Description Amount FY 2019-20 Measure M Street OCTA Transitway 03217661-66220 Project, Improvements $10,000 May - June Construction Other Than Building Total: $10,000 NS/EWG/JG/KN/HG Exhibits: 1. Location Map 2. Cooperative Agreement 3. City Property Acquired by OCTA 4. City Public Right -of -Way for State Highway Purposes 5. Pullman Street— Existing and Proposed SCE Easements 6. Utility Agreements 7. FY 19-20 CIP Project Worksheet 20A-4 EXHIBIT 1 PROJECT LOCATION MAP <s,N APPROVE COOPERATIVE AGREEMENTS WITH ORANGE COUNTY 2ANSPORTATION AUTHORITY TO ACQUIRE PROPERTIES AND EASEMENT Al REIMBURSE CITY FOR PROJECT COSTS RELATED TO THE SR-55 WIDENING PROJECT AND APPROVE STAFF TO PROCEED WITH A CONSTRUCTION MANAGER AT RISK DELIVERY METHOD FOR THESE PROJECTS (NONGENE� j�U) {STRATEGIC P�� 6, 1} 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 EXHIBIT 2 COOPERATIVE AGREEMENT NO. C-0-2201 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SANTA ANA FOR STATE ROUTE 55 IMPROVEMENT PROJECT THIS COOPERATIVE AGREEMENT ("Agreement"), is effective this day of 2020 ("Effective Date"), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY') and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, (hereinafter referred to as "CITY'), each individually known as "Party" and collectively known as the "Parties". RECITALS WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of Transportation (Caltrans) is proposing to reduce congestion and improve lane continuity through the State Route 55 (SR-55) corridor with improvements to mainline on SR-55 between Interstate 405 (1-405) and Interstate 5 (1-5); and WHEREAS, the improvements are generally defined as the addition of one High -Occupancy - Vehicle (HOV) lane and one general purpose lane from 1-405 to 1-5, replacement of existing auxiliary lanes, addition of new auxiliary lanes at specific locations, and other additional geometric improvements (hereinafter referred to as "PROJECT"); and WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding responsibilities between the AUTHORITY and CITY for completion of final design and construction associated with PROJECT; and WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and �44 6bf 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WHEREAS, AUTHORITY has contracted with WKE, Inc. to develop the plans, specifications, and estimates (PS&E) and construction support for the PROJECT; and and WHEREAS, AUTHORITY is the lead agency for right-of-way (ROW) acquisition for PROJECT; WHEREAS, PROJECT is located within and adjacent to the Caltrans right-of-way in the cities of Santa Ana, Irvine, and Tustin (Exhibit A, "Project Location Map"); and WHEREAS, PROJECT shall require ROW acquisitions that will impactthe CITY -owned Pressure Reducing Station (PRS); and WHEREAS, PROJECT shall require ROW acquisitions of privately -owned properties to accommodate the relocation of the CITY's PRS; and WHEREAS, CITY will convey City -owned property rights needed by AUTHORITY for implementation of PROJECT; and WHEREAS, PROJECT shall require utility relocations associated with CITY's PRS; and WHEREAS, CITY will execute the utility agreements for the relocation of the CITY's PRS infrastructure consisting of a 16" waterline in Ritchey Street, a 24" and 12" waterlines crossing the SR-55 and the pressure regulating station near Warner Avenue; and WHEREAS, PROJECT shall require a permanent easement for Southern California Edison (SCE) that will impact Pullman Street and require the undergrounding of SCE's facilities along Pullman Street; and WHEREAS, PROJECT requires portions of CITY right-of-way along Pullman Street, Dyer Road, Warner Avenue, Ritchey Street, and McFadden Avenue for State Highway purposes without compensation pursuant to Streets and Highways Code 83 and 233; and WHEREAS, the CITY will provide staff resources for coordination and inspection services, (hereinafter referred to as "CITY SERVICES") as required for PROJECT; and WHEREAS, CITY's City Council approved this Agreement on 2020. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: 27of13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals are true and correct and incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and CITYs obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. 23'of13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities for PROJECT: A. To be the sponsor and funding agency, and to manage and administer the PS&E contract for PROJECT. B. To perform right-of-way acquisition and right-of-way certification for PROJECT. C. To require Caltrans' contractor (hereinafter referred to as "CONTRACTOR') to obtain a no -fee encroachment permit from CITY prior to commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the permits shall authorize CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY facilities. D. To implement a public awareness campaign during PROJECT that advises CITY, local businesses, residents, elected officials, motorists, and media, of construction status, street detours, and ramp and freeway closures, if and where applicable. E. To acquire a portion of CITY -owned property currently utilized by the CITY's PRS and acquire temporary property rights to perform construction activities in connection with PROJECT. Acquisition of property rights for both permanent and temporary use by AUTHORITY shall be addressed through a property acquisition agreement and performed in accordance with federal and state acquisition requirements. F. To acquire a portion of the adjacent privately -owned property and acquire temporary property rights to perform construction activities to accommodate the relocation of the CITY's PRS. The property acquisition costs for a portion of the adjacent property shall be deemed a PROJECT cost and not the responsibility of CITY. G. To acquire permanent utility easement rights on privately -owned property located on the eastern side of the SR-55 and to acquire temporary property rights to perform construction activities to accommodate for the relocation of the CITY -owned utilities related to the PRS. The acquisition costs of the permanent easement and temporary construction rights shall be deemed a PROJECT cost and not the responsibility of CITY. 29of13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 H. To acquire permanent utility easement rights within Pullman Street between Dyer Road and Warner Avenue to allow for the undergrounding of SCE's communication, distribution and future transmission facilities. Acquisition of the permanent utility easement rights for use by SCE shall be addressed through a property acquisition agreement and performed in accordance with federal and state acquisition requirements. I. To acquire portions of CITY right-of-way for State Highway purposes through the Streets and Highways Code 83 and 233. J. To ensure the proposed acquisitions are consistent with the approved PROJECT plans. K. To reimburse CITY for actual costs, within 30 days from receipt of an acceptable invoice, which is complete, properly prepared and complies with the requirements of Article 6, REQUEST FOR REIMBURSEMENT, below. L. AUTHORITY's reimbursement for CITY SERVICES shall not exceed the maximum amount in compliance with Article 8, MAXIMUM OBLIGATION. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for PROJECT: A. To collaborate and cooperate with AUTHORITY during the development of the final design and construction of PROJECT. B. To collaborate, cooperate, and agree to the necessary property rights for construction of PROJECT, relocation of the CITY's PRS with connecting waterlines, relocation of SCE's communication, distribution and future transmission facilities within Pullman Street, and relocation of CITY -owned facilities onto privately -owned adjacent property and the utility relocation located on privately -owned property on the eastern side of the SR-55. C. CITY shall not object to the conveyance or acquisition of necessary property rights needed by AUTHORITY for implementation of PROJECT. D. CITY shall not object to the conveyance or acquisition of necessary property rights needed for SCE's communication. distribution and future transmission facilities within Pullman Street. 20P ija a Q 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 E. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and contractors, to meet or exceed PROJECT schedule criteria as identified by AUTHORITY. F. To provide CITY SERVICES for PROJECT as mutually agreed by CITY and AUTHORITY, including but not limited to: 1. Attend and participate in meetings to provide a forum to discuss and resolve CITY's concerns and issues 2. Perform design reviews 3. Provide construction inspection services of CITY -owned facilities G. To make available to AUTHORITY all necessary CITY regulations, policies, procedures, manuals, standard plans, and specifications required for the construction of PROJECT when requested by AUTHORITY. H. To allow for undergrounding of transmission, distribution, and communication facilities in Pullman Street. I. Upon award of a construction contract by Caltrans, CITY shall make reasonable efforts and devote reasonable resources for the issuance of encroachment permits, and other necessary permits, if applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit requirements, to not cause delay to PROJECT's construction schedule. Such permits shall authorize CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY facilities. J. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred by CITY for CITY SERVICES, pursuant to Article 6, REQUEST FOR REIMBURSEMENT. CITY shall submitfinal invoice no laterthan ninety (90) days afterfinal acceptance of PROJECT. Any costs in excess of the amounts specified herein shall not be incurred without a written amendment to this Agreement. II I II 20P ija e S df 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 5. MUTUAL RESPONSIBILITIES OF BOTH PARTIES Parties agree to the following mutual responsibilities regarding the PROJECT: A. AUTHORITY and CITY shall enter into Caltrans Standard Utility Agreements to allow for the AUTHORITY to reimburse the CITY for eligible PROJECT cost for the relocation of the CITY - owned PRS facility and related CITY -owned utilities. B. AUTHORITY and CITY agree the just compensation amount for the acquisition of the necessary property rights from the CITY -owned property utilized by the PRS, shall be waived by City as being fully offset by the PROJECT costs and just compensation to be incurred by Authority in acquiring the necessary property rights in favor of CITY on the adjacent privately -owned property and on privately -owned property located on the eastern side of the SR-55, to accommodate the relocation of the PRS and related utilities taken as a whole, the Parties agree that such exchange of consideration is determined not to be a gift of public funds by either Party. For such a determination the amount of just compensation shall be established by independent appraisal in accordance with AUTHORITY and state policies and procedures. ARTICLE 6. REQUEST FOR REIMBURSEMENT In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees: A. To prepare and submit to AUTHORITY a monthly invoice with supporting documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY. The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the accuracy of the included information. B. The invoice shall be submitted on CITY's letterhead. C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts Payable Office. Each invoice shall include the following information: 1. Agreement Number C-0-2201; 2. The time period covered by the invoice; 3. Progress Report which includes a detailed description of the progress of PROJECT; 4. Such other information as requested by AUTHORITY; 20P ija a 79 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 / 2 3 4 5 6 7 8 9 10 11 12 13 D. 14 15 16 17 18 19 20 21 22 23 24 25 26 expenses. 5. Invoice Certification signed by an authorized representative of CITY; Certification statement shall be as follows "I hereby certify that invoice(s) dated _for the period covering _to_ are true, complete and correct statements of reimbursable costs and progress. The backup information included with the invoices is true, complete and correct in all material aspects. All payments due and owing to subcontractors and suppliers have been made, if applicable. Timely payments will be made to subcontractors and suppliers from proceeds of the payment covered by the certification, if applicable. The invoices do not include any amounts which (Insert Name of the firm) intends to withhold or retain from a subcontractor or supplier unless so identified on the invoices, if applicable." To consult with AUTHORITY's Project Managerfor questions regarding non -reimbursable ARTICLE 7. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Agreement are delegated to the Director of Public Works or designee (Director), who shall be CITY's representative in all matters pertaining to this Agreement. The Director shall be authorized to, among other things, accept offers for acquisition in accordance with the terms herein, sign all escrow documents, including minor modifications that do not materially alter the terms or financial obligations of the CITY, accept and convey deeds on behalf of CITY, and authorize issuance of checks or invoices in accordance with this Agreement. The actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee. ARTICLE 8. MAXIMUM OBLIGATION Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be One Hundred Thousand Dollars ($100,000.00), unless agreed to and amended by both Parties. 20P ija a 84 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ARTICLE 9. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and records of CITY for a period of four (4) years after final payment, or until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or consultant. ARTICLE 10. INDEMNIFICATION A. To the fullest extent permitted bylaw, CITY shall defend (at CITY's sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (CITY's employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 20P ija a% 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 11. ADDITIONAL PROVISIONS A. Term of Agreement: The term of this Agreement shall be in full force and effect through June 30, 2025. B. Termination: In the event either Party defaults in the performance of their obligations under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. C. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) days prior written notice of its intent to terminate for convenience to the other Party. D. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. F. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 2�e 10§f 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. H. Force Maieure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants orfacilities bythe federal, state or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation fees: In the event that either Party to this Agreement shall commence any legal or equitable action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable costs and attorney's fees as determined by the court. i 2�e 11§f 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: To CITY To AUTHORITY City of Santa Ana Orange County Transportation Authority Public Works Department 550 South Main Street 20 Civic Center Plaza, M-21 P.O. Box 14184 Santa Ana, California 92701 Orange, CA 92863-1584 Attention: Mr. Nabil Saba Attention: Megan Bornman Public Works Executive Director Contract Administrator Tel: (714) 647-5662 Tel: (714) 560-5064 Email: nsaba(cDsanta-ana.org Email: mbornman(cDocta.net CC: Ross Lew, P.E., Program Manager Tel: (714) 560-5775 Email: rlew@octa.net 2�e 127cf 13 COOPERATIVE AGREEMENT NO. C-0-2201 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2201 to be executed on the date of the last signature below. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY By: Kristine Ridge City Manager Date: APPROVAL RECOMMENDED: By: Mr. Nabil Saba Public Works Executive Director Date: APPROVED AS TO FORM By. lam. An M. Funk Assistant City Attorney Date: April 13, 2020 ATTEST By: Daisy Gomez Clerk of the Council Date: By: Meena Katakia Manager, Capital Projects Date: APPROVED AS TO FORM: By: James M. Donich General Counsel Date: 2�e 134f 13 COOPERATIVE AGREEMENT NO. C-0-2201 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 A20 1 22 23 24 25 26 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2201 to be executed on the date of the last signature below. CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY Bv: Kristine Ridge City Manager Date: APPROVAL RECOMMENDED: By: Mr. Nabil Saba Public Works Executive Director Date: APPROVED AS TO FORM By: John M. Funk Assistant City Attorney Date: ATTEST By: Daisy Gomez Clerk of the Council Date: Bv: Meena Katakia Manager, Capital Projects Date: APPROVED AS TO Ge ral Counsel o� Date: 2�e 13`bf 13 AGREEMENT NO. C-0-2201 Exhibit A Project Location Map 20A-20 0 / 0 2 U W Z fn O O LL W QLL<� -/ F�U)(if of —wO d W O p i U U 0 z of Q D d F m Q W Z�Q� l/d z I� OU QWJD w W 0O�� ZW��J� OU)ZFWof of Z > of(7 > Z j w Z CL Q>O0 U_ Lo 0I� �U)LoZZ i W F(rQ U) F -- QQ l/d --- W W W Z U 2' Wd2OW� of 0 0 a C9ofOUof M/a -wm w w 0 2' U) Q CY Q W U W U / d Q Q U F O w w w yDm WEEU OO�w D D a ZJ ZJ w o f oNa00°'w x aQ F=O> > o w = N OaWE aQOof ofdcoDjO Oow_:wU r)U cv lo vU it ad Q M Q O uw¢�my U'a00,,cc' 0- O o 0 o J o az w '>� "e c° II M VI VI VI J U Ow Z asaw Zm L�N c uwo�+o(D Q wn¢ E 000wwm EY< wwwawwwaaw � tOm>tOU x x I. J U9 y7I tO . E C D — l U Q I N Z._ 0 0 �{ C7 m X w �p/;//sue- I 'I II'pilei I � ✓ �. 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ICI I l 1 I I I.I I I I II pp 'I I II I l I I - r i r 1 ' W 0FQ }ow �C9 al DMCZ b xQ� r_.......... o ¢WOE J ODU� - F(n�LL II a QOwJ a of w�mUU¢ rnw oUzw a I I ............. iill; II I � fD�UW I-QU' I„ ZO Z Qwaw x zU a I -MI- Z, CWI - o U o W w Bntl 3193N21tl0 __ — O -- - - o d wwowz J �U)aa¢ wm�Wo �oW2l< g`I Z<o ou wzwax`. v F gaW W WQg wno} -- _ ¢ ¢ w W O F > ---------- - ~ W ... w,wr�n -----—'�`�e ->>If_ d It (.9 w o Ua z J ' U o z Ww w O W ww� JIB d0� Qo� U 7-7 m H m 2 X W EXHIBIT 6 ORANGE COUNTY TRANSPORTATION AUTHORITY Page 1 of 5 UTILITY AGREEMENT RW 13-05 (REV 12/2016) DISTRICT COUNTY ROUTE POST MILE Project ID 12 Orange SR-55 6.4/10.2 1200020328 E.A. OJ340 FEDERAL AID NUMBER OWNER'S PLAN NUMBER STPLN-6071 129 FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ® YES ❑ NO UTILITY AGREEMENT NO. COSA-1101/1103 DATE Pursuant to Cooperative Agreement Number C-7-1936 (Cooperative Agreement), the Orange County Transportation Authority (OCTA) is partnering with the California Department of Transportation (Caltrans) in a project that proposes to widen State Route 55 (SR-55) between Interstate 405 and Interstate 5 (SR-55 Improvement Project). Per the Cooperative Agreement OCTA is the lead agency for Right of Way Acquisition and Utility relocations. The SR-55 Improvement Project proposes to reduce traffic congestion, improve mobility as well as traffic operations to an existing four mile stretch of SR-55. City of Santa Ana- Public Works Agency 220 S. Daisy Avenue Santa Ana, CA 92703 Hereinafter referred to as "OWNER", owns and maintains water facilities in the City of Santa Ana within the limits of OCTA's project which requires relocation of 12" and 24" water mains crossing 55 freeway at approximately sta: 452+00 to accommodate OCTA's project It is hereby mutually agreed that: ViVel [7:`t07-I=1Biel 01=1 In accordance with Notice to Owner No. COSA-1101/1103 dated March 9, 2020 OWNER shall relocate existing 12" and 24" water mains crossing 55 freeway at approximately sta: 452+00. All work shall be performed substantially in accordance with OWNER's Plan No. DWG: C-202 dated July 7, 2019 consisting of 1 sheet, a copy of which is on file in the OCTA office at 550 S. Main Street, Orange, CA 92863-1584. Deviations from the OWNER's plan described above initiated by either the OCTA or the OWNER, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by the OCTA and agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER's plan described above and are hereby made a part hereof. No work under said deviation shall commence prior to written execution by the OWNER of the Revised Notice to Owner. Changes in the scope of the work will require an amendment to this Agreement in addition to the revised Notice to Owner. II. LIABILITY FOR WORK Existing facilities are located in their present position pursuant to rights superior to those of OCTA and will be relocated at OCTA expense. ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916L445 33�T6Y 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. UTILITY AGREEMENT Page 2 of 5 I I =4 a;Iol 7 Pll_10103 X01ATiVel all UTILITY AGREEMENT NO. COSA-1101/1103 OWNER agrees to cause the herein described work to be performed by a contract with the lowest qualified bidder, selected pursuant to a valid competitive bidding procedure, and to furnish or cause to be furnished all necessary labor, materials, tools, and equipment required therefore, and to prosecute said work diligently to completion. Use of personnel requiring lodging and meal 'per diem' expenses shall not exceed the per diem expense amounts allowed under the California Department of Human Resources travel expense guidelines. Accounting Form FA-1301 is to be completed and submitted for all non-OCTA personnel travel per diem. Owner shall also include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Work performed by OWNER's contractor is a public work under the definition of Labor Code Section 1720(a) and is therefore subject to prevailing wage requirements. Work performed directly by OWNER's employees falls within the exception of Labor Code Section 1720(a)(1) and does not constitute a public work under Section 1720(a)(2) and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER's itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit OCTA for the accrued depreciation for the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills for costs incurred not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by the OCTA Board of Directors. The final billing shall be in the form of a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reasoy�fprt=ease of said cost from the OWNER and approval of UTILITY AGREEMENT Page 3 of 5 UTILITY AGREEMENT NO. COSA-1101/1103 documentation by OCTA. Except, if the final bill exceeds the OWNER's estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by the OCTA Board of Directors. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement, shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA and or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR, Parts 101, 201, et al., to the extent they are applicable to OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645 and 2CFR, Part 200, et al. If a subsequent OCTA and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse AGENCY upon receipt of AGENCY billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances, then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of July 27, 2018 to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. All obligations of OCTA under the terms of this Agreement are subject to the acceptance of the Agreement by OCTA Board of Directors or the Delegated Authority (as applicable), the passage of the annual Budget Act by the State Legislature, and the allocation of those funds by the California Transportation Commission. OWNER shall submit a Notice of Completion to the OCTA within 30 days of the completion of the work described herein. Such Director's Easement Deeds as deemed necessary by the OCTA will be delivered to OWNER, conveying new rights of way for portions of the facilities relocated under this Agreement, over available OCTA owned property outside the limits of the highway right of way. OCTA's liability for the new rights of way will be at the proration shown for the relocation work involved under this Agreement. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for Progress in the 21s' Century (MAP-21), section 1518, 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. 20A-31 UTILITY AGREEMENT Page 4 of 5 UTILITY AGREEMENT NO. COSA-1101/1103 OWNER understands and acknowledges that this project is subject to the requirements of the Buy America law (23 U.S.C., Section 313) and applicable regulations, including 23 CFR 635.410 and FHWA guidance, and will demonstrate Buy America compliance by collecting written certification(s) from the vendor(s) or by collecting written certification(s) from the manufacturer(s) mill test report (MTR). All documents obtained to demonstrate Buy America compliance will be held by the OWNER for a period of three (3) years from the date of final payment to the OWNER and will be made available to STATE or FHWA upon request. One set of copies of all documents obtained to demonstrate Buy America compliance will be attached to, and submitted with, the final invoice. This does not include products for which waivers have been granted under 23 CFR 635.410 or other applicable provisions or excluded material cited in the Department's guidelines for the implementation of Buy America requirements for utility relocations issued on December 3, 2013. OCTA further acknowledges that OWNER, in complying with the Buy America Rule, is expressly relying upon the instructions and guidance (collectively, "Guidance") issued by Caltrans and its representatives concerning the Buy America Rule requirements for utility relocations within the State of California. Notwithstanding any provision herein to the contrary, OWNER shall not be deemed in breach of this Agreement for any violations of the Buy America Rule if OWNER's actions are in compliance with the Guidance. THE ESTIMATED COST TO OCTA FOR THE ABOVE DESCRIBED WORK IS $2,000,000.00 Signatures on Following Page 20A-32 UTILITY AGREEMENT Page 5 of 5 UTILITY AGREEMENT NO. COSA-1101/1103 IN WITNESS WHEREOF, the above parties have executed this Agreement the day and year above written. OWNER: CITY OF SANTA ANA APPROVED By: Kristine Ridge City Manager Date: ATTEST: By: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: By: '�4 %. -f. L VJohn M. Funk Assistant City Attorney :7xKNLA/G1►1�]q�77i7:71G1,�:7i]9G1� By: Nabil Saba Executive Director Public Works Agency ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity I-ANN1. 00:191 IN James G. Beil, P.E. Executive Director, Capital Programs Date: APPROVED AS TO FORM: 0 James M. Donich General Counsel 20A-33 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT Page 1 of 5 RW 13-05 (REV 12/2016) DISTRICT COUNTY ROUTE POST MILE Project ID 12 Orange SR-55 6.4/10.2 1200020328 E.A. OJ340 FEDERAL AID NUMBER OWNER'S PLAN NUMBER STPLN-6071 129 FEDERAL PARTICIPATION On the project ® YES ❑ NO On the Utilities ® YES ❑ NO UTILITY AGREEMENT NO. COSA-1115 DATE Pursuant to Cooperative Agreement Number C-7-1936 (Cooperative Agreement), the Orange County Transportation Authority (OCTA) is partnering with the California Department of Transportation (Caltrans) in a project that proposes to widen State Route 55 (SR-55) between Interstate 405 and Interstate 5 (SR-55 Improvement Project). Per the Cooperative Agreement OCTA is the lead agency for Right of Way Acquisition and Utility relocations. The SR-55 Improvement Project proposes to reduce traffic congestion, improve mobility as well as traffic operations to an existing four mile stretch of SR-55. City of Santa Ana- Public Works Agency 220 S. Daisy Avenue Santa Ana, CA 92703 Hereinafter referred to as "OWNER", owns and maintains water facilities in the City of Santa Ana within the limits of OCTA's project which requires relocation of a 16" water main located within Ritchey Street to accommodate OCTA's project It is hereby mutually agreed that: ViVel [7:`t07-I=1Biel 01=1 In accordance with Notice to Owner No. COSA-1115 dated March 9, 2020, OWNER shall relocate existing 16" water main located within Ritchey Street. All work shall be performed substantially in accordance with OWNER's Plan No. DWG: C-203,204,205,206 dated July 7, 2019 consisting of 4 sheets, a copy of which is on file in the OCTA office at 550 S. Main Street, Orange, CA 92863-1584. Deviations from the OWNER's plan described above initiated by either the OCTA or the OWNER, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by the OCTA and agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER's plan described above and are hereby made a part hereof. No work under said deviation shall commence prior to written execution by the OWNER of the Revised Notice to Owner. Changes in the scope of the work will require an amendment to this Agreement in addition to the revised Notice to Owner. II. LIABILITY FOR WORK Existing facilities are located in their present position pursuant to rights superior to those of OCTA and will be relocated at OCTA expense. ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916L445 33�T4Y 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. UTILITY AGREEMENT Page 2 of 5 I I =4 a;Iol 7 Pll_10103 X01ATiVel all UTILITY AGREEMENT NO. COSA-1115 OWNER agrees to cause the herein described work to be performed by a contract with the lowest qualified bidder, selected pursuant to a valid competitive bidding procedure, and to furnish or cause to be furnished all necessary labor, materials, tools, and equipment required therefore, and to prosecute said work diligently to completion. Use of personnel requiring lodging and meal 'per diem' expenses shall not exceed the per diem expense amounts allowed under the California Department of Human Resources travel expense guidelines. Accounting Form FA-1301 is to be completed and submitted for all non-OCTA personnel travel per diem. Owner shall also include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Work performed by OWNER's contractor is a public work under the definition of Labor Code Section 1720(a) and is therefore subject to prevailing wage requirements. Work performed directly by OWNER's employees falls within the exception of Labor Code Section 1720(a)(1) and does not constitute a public work under Section 1720(a)(2) and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER's itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit OCTA for the accrued depreciation for the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills for costs incurred not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by the OCTA Board of Directors. The final billing shall be in the form of a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if�fipaI I"Iexceeds the OWNER's estimated costs solely as the UTILITY AGREEMENT Page 3 of 5 UTILITY AGREEMENT NO. COSA-1115 result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by the OCTA Board of Directors. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement, shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA and or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR, Parts 101, 201, et al., to the extent they are applicable to OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645 and 2CFR, Part 200, et al. If a subsequent OCTA and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse AGENCY upon receipt of AGENCY billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances, then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of July 27, 2018 to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. All obligations of OCTA under the terms of this Agreement are subject to the acceptance of the Agreement by OCTA Board of Directors or the Delegated Authority (as applicable), the passage of the annual Budget Act by the State Legislature, and the allocation of those funds by the California Transportation Commission. OWNER shall submit a Notice of Completion to the OCTA within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for Progress in the 21s' Century (MAP-21), section 1518, 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. OWNER understands and acknowledges that this project is subject to the requirements of the Buy America law (23 U.S.C., Section 313) and applicable regulations, including 23 CFR 635.410 and FHWA guidance, and will demonstrate Buy America compliance by collecting written certification(s) from the vendor(s) or by collecting written certification(s) from the manufacturer(s) mill test report (MTR). 20A-36 UTILITY AGREEMENT Page 4 of 5 All documents obtained to demonstrate Buy period of three (3) years from the date of Tina STATE or FHWA upon request. UTILITY AGREEMENT NO. COSA-1115 America compliance will be held by the OWNER for a I payment to the OWNER and will be made available to One set of copies of all documents obtained to demonstrate Buy America compliance will be attached to, and submitted with, the final invoice. This does not include products for which waivers have been granted under 23 CFR 635.410 or other applicable provisions or excluded material cited in the Department's guidelines for the implementation of Buy America requirements for utility relocations issued on December 3, 2013. OCTA further acknowledges that OWNER, in complying with the Buy America Rule, is expressly relying upon the instructions and guidance (collectively, "Guidance") issued by Caltrans and its representatives concerning the Buy America Rule requirements for utility relocations within the State of California. Notwithstanding any provision herein to the contrary, OWNER shall not be deemed in breach of this Agreement for any violations of the Buy America Rule if OWNER's actions are in compliance with the Guidance. THE ESTIMATED COST TO OCTA FOR THE ABOVE DESCRIBED WORK IS $2,200,000.00 Signatures on Following Page 20A-37 UTILITY AGREEMENT Page 5 of 5 UTILITY AGREEMENT NO. COSA-1115 IN WITNESS WHEREOF, the above parties have executed this Agreement the day and year above written. OWNER: CITY OF SANTA ANA APPROVED By: Kristine Ridge City Manager Date: A Daisy Gomez Clerk of the Council APPROVED AS TO FORM: By: '�4 'M,. -f-4_ ohn M. Funk Assistant City Attorney RECOMANDED FOR APPROVAL: By: Nabil Saba Executive Director Public Works Agency ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED By: James G. Beil, P.E. Executive Director, Capital Programs Date: IN James M. Donich General Counsel 20A-38 ORANGE COUNTY TRANSPORTATION AUTHORITY UTILITY AGREEMENT Page 1 of 5 RW 13-05 (REV 12/2016) DISTRICT COUNTY ROUTE POST MILE Project ID 12 Orange SR-55 6.4/10.2 1200020328 E.A. OJ340 FEDERAL AID NUMBER OWNER'S PLAN NUMBER STPLN-6071 129 FEDERAL PARTICIPATION On the project ® YES ❑ NO UTILITY AGREEMENT NO. COSA-1117 On the Utilities ® YES ❑ NO DATE Pursuant to Cooperative Agreement Number C-7-1936 (Cooperative Agreement), the Orange County Transportation Authority (OCTA) is partnering with the California Department of Transportation (Caltrans) in a project that proposes to widen State Route 55 (SR-55) between Interstate 405 and Interstate 5 (SR-55 Improvement Project). Per the Cooperative Agreement OCTA is the lead agency for Right of Way Acquisition and Utility relocations. The SR-55 Improvement Project proposes to reduce traffic congestion, improve mobility as well as traffic operations to an existing four mile stretch of SR-55. City of Santa Ana- Public Works Agency 220 S. Daisy Avenue Santa Ana, CA 92703 Hereinafter referred to as "OWNER", owns and maintains water facilities in the City of Santa Ana within the limits of OCTA's project which requires relocation of the water control station on Ritchey Street, commonly referred to as SA-7 to accommodate OCTA's project It is hereby mutually agreed that: �rON] 0 24111111011 -I =1 Biel 01 =1 In accordance with Notice to Owner No. COSA-1117 dated March 9, 2020, OWNER shall relocate existing water regulation station on Ritchey Street. All work shall be performed substantially in accordance with OWNER's Plan No. DWG: 102 dated July 7, 2019 consisting of 1 sheet, a copy of which is on file in the OCTA office at 550 S. Main Street, Orange, CA 92863-1584. Deviations from the OWNER's plan described above initiated by either the OCTA or the OWNER, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by the OCTA and agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER's plan described above and are hereby made a part hereof. No work under said deviation shall commence prior to written execution by the OWNER of the Revised Notice to Owner. Changes in the scope of the work will require an amendment to this Agreement in addition to the revised Notice to Owner. II. LIABILITY FOR WORK Existing facilities are located in their present position pursuant to rights superior to those of OCTA and will be relocated at OCTA expense. ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit at (916L445 33�T6Y 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. UTILITY AGREEMENT Page 2 of 5 I I =4 a;Iol 7 Pll_10103 X01ATiVel all UTILITY AGREEMENT NO. COSA-1117 OWNER agrees to cause the herein described work to be performed by a contract with the lowest qualified bidder, selected pursuant to a valid competitive bidding procedure, and to furnish or cause to be furnished all necessary labor, materials, tools, and equipment required therefore, and to prosecute said work diligently to completion. Use of personnel requiring lodging and meal 'per diem' expenses shall not exceed the per diem expense amounts allowed under the California Department of Human Resources travel expense guidelines. Accounting Form FA-1301 is to be completed and submitted for all non-OCTA personnel travel per diem. Owner shall also include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Work performed by OWNER's contractor is a public work under the definition of Labor Code Section 1720(a) and is therefore subject to prevailing wage requirements. Work performed directly by OWNER's employees falls within the exception of Labor Code Section 1720(a)(1) and does not constitute a public work under Section 1720(a)(2) and is not subject to prevailing wages. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK The OCTA shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of OWNER's itemized bill, signed by a responsible official of OWNER's organization and prepared on OWNER's letterhead, compiled on the basis of the actual and necessary cost and expense. The OWNER shall maintain records of the actual costs incurred and charged or allocated to the project in accordance with recognized accounting principles. It is understood and agreed that OCTA will not pay for any betterment or increase in capacity of OWNER's facilities in the new location and that OWNER shall give credit OCTA for the accrued depreciation for the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit detailed itemized progress bills for costs incurred not to exceed OWNER's recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount of this Agreement may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after receipt and approval by OCTA of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final bill to OCTA within 360 days after the completion of the work described in Section I above. If OCTA has not received a final bill within 360 days after notification of completion of OWNER's work described in Section I of this Agreement, and OCTA has delivered to OWNER fully executed Director's Deeds, Consents to Common Use or Joint Use Agreements for OWNER's facilities (if required), OCTA will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If OCTA processes a final bill for payment more than 360 days after notification of completion of OWNER's work, payment of the late bill may be subject to allocation and/or approval by the OCTA Board of Directors. The final billing shall be in the form of a detailed itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, OCTA shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by OCTA. Except, if�fipaI bjjlAxceeds the OWNER's estimated costs solely as the UTILITY AGREEMENT Page 3 of 5 UTILITY AGREEMENT NO. COSA-1117 result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by the OCTA Board of Directors. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER's final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement, shall have the prior concurrence of OCTA. Detailed records from which the billing is compiled shall be retained by the OWNER for a period of three years from the date of the final payment and will be available for audit by OCTA and or Federal auditors. In performing work under this Agreement, OWNER agrees to comply with the Uniform System of Accounts for Public Utilities found at 18 CFR, Parts 101, 201, et al., to the extent they are applicable to OWNER doing work on the project that is the subject of this agreement, the contract cost principles and procedures as set forth in 48 CFR, Chapter 1, Subpart E, Part 31, et seq., 23 CFR, Chapter 1, Part 645 and 2CFR, Part 200, et al. If a subsequent OCTA and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse AGENCY upon receipt of AGENCY billing. If OWNER is subject to repayment due to failure by OCTA to comply with applicable laws, regulations, and ordinances, then OCTA will ensure that OWNER is compensated for actual cost in performing work under this agreement. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of OCTA's request of July 27, 2018 to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If OCTA's project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, OCTA will notify OWNER in writing and OCTA reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. All obligations of OCTA under the terms of this Agreement are subject to the acceptance of the Agreement by OCTA Board of Directors or the Delegated Authority (as applicable), the passage of the annual Budget Act by the State Legislature, and the allocation of those funds by the California Transportation Commission. OWNER shall submit a Notice of Completion to the OCTA within 30 days of the completion of the work described herein. Such Director's Easement Deeds as deemed necessary by the OCTA will be delivered to OWNER, conveying new rights of way for portions of the facilities relocated under this Agreement, over available OCTA owned property outside the limits of the highway right of way. OCTA's liability for the new rights of way will be at the proration shown for the relocation work involved under this Agreement. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. In addition, the provisions of 23 CFR 635.410, Buy America, are also incorporated into this agreement. The Buy America requirements are further specified in Moving Ahead for Progress in the 21s' Century (MAP-21), section 1518, 23 CFR 635.410 requires that all manufacturing processes have occurred in the United States for steel and iron products (including the application of coatings) installed on a project receiving funding from the FHWA. 20A-41 UTILITY AGREEMENT Page 4 of 5 UTILITY AGREEMENT NO. COSA-1117 OWNER understands and acknowledges that this project is subject to the requirements of the Buy America law (23 U.S.C., Section 313) and applicable regulations, including 23 CFR 635.410 and FHWA guidance, and will demonstrate Buy America compliance by collecting written certification(s) from the vendor(s) or by collecting written certification(s) from the manufacturer(s) mill test report (MTR). All documents obtained to demonstrate Buy America compliance will be held by the OWNER for a period of three (3) years from the date of final payment to the OWNER and will be made available to STATE or FHWA upon request. One set of copies of all documents obtained to demonstrate Buy America compliance will be attached to, and submitted with, the final invoice. This does not include products for which waivers have been granted under 23 CFR 635.410 or other applicable provisions or excluded material cited in the Department's guidelines for the implementation of Buy America requirements for utility relocations issued on December 3, 2013. OCTA further acknowledges that OWNER, in complying with the Buy America Rule, is expressly relying upon the instructions and guidance (collectively, "Guidance") issued by Caltrans and its representatives concerning the Buy America Rule requirements for utility relocations within the State of California. Notwithstanding any provision herein to the contrary, OWNER shall not be deemed in breach of this Agreement for any violations of the Buy America Rule if OWNER's actions are in compliance with the Guidance. THE ESTIMATED COST TO OCTA FOR THE ABOVE DESCRIBED WORK IS $2,400,000.00 Signatures on Following Page 20A-42 UTILITY AGREEMENT Page 5 of 5 UTILITY AGREEMENT NO. COSA-1117 IN WITNESS WHEREOF, the above parties have executed this Agreement the day and year above written. OWNER: CITY OF SANTA ANA APPROVED By: Kristine Ridge City Manager Date: A Daisy Gomez Clerk of the Council APPROVED AS TO FORM: By: n M. Funk Assistant City Attorney RECOMANDED FOR APPROVAL: By: Nabil Saba Executive Director Public Works Agency ORANGE COUNTY TRANSPORTATION AUTHORITY, a public entity APPROVED By: James G. Beil, P.E. Executive Director, Capital Programs Date: IN James M. 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