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CLERK OF COUNCIL
t)ATC-
I UJU(,1 kenOy (yUjeil dJ COOPERATIVE AGREEMENT NO. C-0-2201
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SANTA ANA
FOR
STATE ROUTE 55IMPROVEMENT PROJECT
A-2020-086
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
Page 1 of 13
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1 COOPERATIVE AGREEMENT NO. C-0-2201
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF SANTA ANA
6 FOR
7 STATE ROUTE 55 IMPROVEMENT PROJECT
8 THIS COOPERATIVE AGREEMENT ("Agreement"), is effective this 15th day of
9 June , 2020 ("Effective Date"), by and between the Orange County Transportation
10 Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation
11 of the State of California (hereinafter referred to as "AUTHORITY") and the City of Santa Ana, 20 Civic
12 Center Plaza, Santa Ana, California 92701, (hereinafter referred to as "CITY"), each individually known
13 as "Party" and collectively known as the"Parties".
14 RECITALS
15 WHEREAS, AUTHORITY, in cooperation and partnership with the California Department of
16 Transportation (Caltrans) is proposing to reduce congestion and improve lane continuity through the
17 State Route 55 (SR-55) corridor with improvements to mainline on SR-55 between Interstate 405
18 (1-405) and Interstate 5 (1-5); and
19 WHEREAS, the improvements are generally defined as the addition of one High-Occupancy-
20 Vehicle (HOV) lane and one general purpose lane from 1-405 to 1-5, replacement of existing auxiliary
21 lanes, addition of new auxiliary lanes at specific locations, and other additional geometric
22 improvements (hereinafter referred to as "PROJECT"); and
23 WHEREAS, this Cooperative Agreement defines the specific terms, conditions, and funding
24 responsibilities between the AUTHORITY and CITY for completion of final design and construction
25 associated with PROJECT; and
26 WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and
Page 1 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 WHEREAS, AUTHORITY has contracted with WKE, Inc. to develop the plans, specifications,
2 and estimates (PS&E) and construction support for the PROJECT; and
3 WHEREAS, AUTHORITY is the lead agency for right-of-way(ROW) acquisition for PROJECT;
4 and
5 WHEREAS, PROJECT is located within and adjacent to the Caltrans right-of-way in the cities of
6 Santa Ana, Irvine, and Tustin (Exhibit A, "Project Location Map"); and
7 WHEREAS, PROJECT shall require ROW acquisitions that will impact the CITY-owned Pressure
8 Reducing Station (PRS); and
9 WHEREAS, PROJECT shall require ROW acquisitions of privately-owned properties to
10 accommodate the relocation of the CITY's PRS; and
11 WHEREAS, CITY will convey property rights needed by AUTHORITY for implementation of
12 PROJECT; and
13 WHEREAS, PROJECT shall require utility relocations associated with CITY's PRS; and
14 WHEREAS, CITY will execute the utility agreements for the relocation of the CITY's PRS
15 infrastructure consisting of a 16"waterline in Ritchey Street, a 24"and 12"waterlines crossing the SR-55
16 and the pressure regulating station near Warner Avenue; and
17 WHEREAS, PROJECT shall require a permanent easement for Southern California Edison
18 (SCE) that will impact Pullman Street and require the undergrounding of SCE's facilities along Pullman
19 Street; and
20 WHEREAS, PROJECT requires portions of CITY right-of-way along Pullman Street, Dyer Road,
21 Warner Avenue, Ritchey Street, and McFadden Avenue for State Highway purposes through the Streets
22 and Highways Code 83 and 233; and
23 WHEREAS, the CITY will provide staff resources for coordination and inspection services as
24 required for PROJECT(CITY SERVICES); and
25 WHEREAS, CITY's City Council approved this Agreement on May 5 , 2020.
26 NOW,THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
Page 2 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 ARTICLE 1. COMPLETE AGREEMENT
2 A. This Agreement, including any attachments incorporated herein and made applicable by
3 reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this
4 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings,
5 and communications. The invalidity in whole or in part of any term or condition of this Agreement shall
6 not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals
7 are true and correct and incorporated by reference herein.
8 B. AUTHORITY's failure to insist on any instance(s)of CITY's performance of any term(s)or
9 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's
10 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation
11 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall
12 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized
13 representative of AUTHORITY by way of a written amendment to this Agreement and issued in
14 accordance with the provisions of this Agreement.
15 C. CITY's failure to insist on any instance(s)of AUTHORITY's performance of any term(s) or
16 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such
17 performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in
18 respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not
19 be binding upon CITY except when specifically confirmed in writing by an authorized representative of
20 CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of
21 this Agreement.
22 ARTICLE 2. SCOPE OF AGREEMENT
23 This Agreement specifies the roles and responsibilities of the Parties as they pertain to the
24 subjects and projects addressed herein. Both AUTHORITY and CITY agree that each will cooperate and
25 coordinate with the other in all activities covered by this Agreement and any other supplemental
26 agreements that may be required to facilitate purposes thereof.
Page 3 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
2 AUTHORITY agrees to the following responsibilities for PROJECT:
3 A. To be the sponsor and funding agency, and to manage and administer the PS&E contract
4 for PROJECT.
5 B. To perform right-of-way acquisition and right-of-way certification for PROJECT.
6 C. To require CONTRACTOR to obtain a no-fee encroachment permit from CITY prior to
7 commencing construction of PROJECT. Provided all conditions of such permit have been fulfilled, the
8 permits shall authorize CONTRACTOR to commence work within CITY right-of-way,or areas which affect
9 CITY facilities.
10 D. To implement a public awareness campaign during PROJECT that advises CITY, local
11 businesses, residents, elected officials, motorists, and media, of construction status, street detours, and
12 ramp and freeway closures, if and where applicable.
13 E. To acquire a portion of CITY-owned property currently utilized by the CITY's PRS and
14 acquire temporary property rights to perform construction activities in connection with PROJECT.
15 Acquisition of property rights for both permanent and temporary use by AUTHORITY shall be addressed
16 through a property acquisition agreement and performed in accordance with federal and state acquisition
17 requirements.
18 F. To acquire a portion of the adjacent privately-owned property and acquire temporary
19 property rights to perform construction activities to accommodate the relocation of the CITY's PRS. The
20 property acquisition costs for a portion of the adjacent property shall be deemed a PROJECT cost and
21 not the responsibility of CITY.
22 G. To acquire permanent utility easement rights on privately-owned property located on the
23 eastern side of the SR-55 and to acquire temporary property rights to perform construction activities to
24 accommodate for the relocation of the CITY-owned utilities related to the PRS. The acquisition costs of
25 the permanent easement and temporary construction rights shall be deemed a PROJECT cost and not
26 the responsibility of CITY.
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COOPERATIVE AGREEMENT NO. C-0-2201
1 H. To acquire permanent utility easement rights within Pullman Street between Dyer Road
2 and Warner Avenue to allow for the undergrounding of SCE's communication, distribution and future
3 transmission facilities. Acquisition of the permanent utility easement rights for use by SCE shall be
4 addressed through a property acquisition agreement and performed in accordance with federal and state
5 acquisition requirements.
6 I. To acquire portions of CITY right-of-way for State Highway purposes through the Streets
7 and Highways Code 83 and 233.
8 J. To ensure the proposed acquisitions are consistent with the approved PROJECT plans.
9 K. To reimburse CITY for actual costs, within 30 days from receipt of an acceptable invoice,
10 which is complete, properly prepared and complies with the requirements of Article 6, REQUEST FOR
11 REIMBURSEMENT, below.
12 L. AUTHORITY's reimbursement for CITY SERVICES shall not exceed the maximum
13 amount in compliance with Article 8, MAXIMUM OBLIGATION.
14 ARTICLE 4. RESPONSIBILITIES OF CITY
15 CITY agrees to the following responsibilities for PROJECT:
16 A. To collaborate and cooperate with AUTHORITY during the development of the final
17 design and construction of PROJECT.
18 B. To collaborate, cooperate, and agree to the necessary property rights for construction of
19 PROJECT, relocation of the CITY's PRS with connecting waterlines, SCE's communication, distribution
20 and future transmission facilities within Pullman Street, and relocation of CITY-owned facilities on
21 privately-owned adjacent property and the utility relocation located on privately-owned property on the
22 eastern side of the SR-55.
23 C. CITY shall not object to the conveyance of necessary property rights needed by
24 AUTHORITY for implementation of PROJECT.
25 D. CITY shall not object to the conveyance of necessary property rights needed for SCE's
26 communication, distribution and future transmission facilities within Pullman Street.
Page 5 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 E. To make necessary efforts to coordinate and cooperate with AUTHORITY, its agents, and
2 contractors, to meet or exceed PROJECT schedule criteria as identified by AUTHORITY.
3 F. To provide CITY SERVICES for PROJECT as agreed by CITY and AUTHORITY,
4 including but not limited to:
5 1. Attend and participate in meetings to provide a forum to discuss and resolve CITY's
6 concerns and issues
7 2. Perform design reviews
8 3. Provide construction inspection services of CITY-owned facilities
9 G. To make available to AUTHORITY all necessary CITY regulations, policies, procedures,
10 manuals, standard plans, and specifications required for the construction of PROJECT when requested
11 by AUTHORITY.
12 H. To allow for undergrounding of transmission, distribution, and communication facilities in
13 Pullman Street.
14 I. Upon award of a construction contract by Caltrans, CITY shall make reasonable efforts
15 and devote reasonable resources for the issuance of encroachment permits, and other necessary
16 permits, if applicable, to CONTRACTOR at no fee, and upon CONTRACTOR's compliance with permit
17 requirements, to not cause delay to PROJECT's construction schedule. Such permits shall authorize
18 CONTRACTOR to commence work within CITY right-of-way, or areas which affect CITY facilities.
19 J. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred
20 by CITY for CITY SERVICES, pursuant to Article 6, REQUEST FOR REIMBURSEMENT. CITY shall
21 submit final invoice no later than ninety(90)days after final acceptance of PROJECT.Any costs in excess
22 of the amounts specified herein shall not be incurred without a written amendment to this Agreement.
23 /
24 /
25 I
26 I
Page 6 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 ARTICLE 5. MUTUAL RESPONSIBILITIES OF BOTH PARTIES
2 Parties agree to the following mutual responsibilities regarding the PROJECT:
3 A. AUTHORITY and CITY shall enter into Caltrans Standard Utility Agreements to allow
4 for the AUTHORITY to reimburse the CITY for eligible PROJECT cost for the relocation of the CITY-
5 owned PRS facility and related CITY-owned utilities.
6 B. AUTHORITY and CITY agree the just compensation amount for the acquisition of the
7 needed property rights from the CITY-owned property utilized by the PRS, shall be waived "in lieu"for
8 the PROJECT costs to acquire property rights in favor of CITY on the adjacent privately-owned
9 property and on privately-owned property located on the eastern side of the SR-55, to accommodate
10 the relocation of the PRS and related utilities, provided the amount of just compensation is not
11 considered a gift of public funds. The amount of just compensation shall be established by
12 independent appraisal in accordance with AUTHORITY and state policies and procedures.
13 ARTICLE 6. REQUEST FOR REIMBURSEMENT
14 In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees:
15 A. To prepare and submit to AUTHORITY a monthly invoice with supporting
16 documentation. CITY's invoice shall include allowable PROJECT costs incurred and paid for by CITY.
17 The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the
18 accuracy of the included information.
19 B. The invoice shall be submitted on CITY's letterhead.
20 C. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY's Accounts
21 Payable Office. Each invoice shall include the following information:
22 1. Agreement Number C-0-2201;
23 2. The time period covered by the invoice;
24 3. Progress Report which includes a detailed description of the progress of PROJECT;
25 4. Such other information as requested by AUTHORITY;
26 /
Page 7 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 5. Invoice Certification signed by an authorized representative of CITY; Certification
2 statement shall be as follows:
3 "I hereby certify that invoice(s)dated for the period covering to are true,
4 complete and correct statements of reimbursable costs and progress. The backup
5 information included with the invoices is true, complete and correct in all material
6 aspects. All payments due and owing to subcontractors and suppliers have been
7 made, if applicable. Timely payments will be made to subcontractors and suppliers
8 from proceeds of the payment covered by the certification, if applicable. The invoices
9 do not include any amounts which (Insert Name of the firm) intends to withhold or
10 retain from a subcontractor or supplier unless so identified on the invoices, if
11 applicable."
12 D. To consult with AUTHORITY's Project Manager for questions regarding non-reimbursable
13 expenses.
14 ARTICLE 7. DELEGATED AUTHORITY
15 The actions required to be taken by CITY in the implementation of this Agreement are delegated
16 to the Director of Public Works or designee (Director), who shall be CITY's representative in all matters
17 pertaining to this Agreement. The Director shall be authorized to, among other things, accept offers for
18 acquisition in accordance with the terms herein, sign all escrow documents, including minor modifications
19 that do not materially alter the terms or financial obligations of the CITY, accept and convey deeds on
20 behalf of CITY, and authorize issuance of checks or invoices in accordance with this Agreement. The
21 actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to
22 AUTHORITY's Chief Executive Officer or designee.
23 ARTICLE 8. MAXIMUM OBLIGATION
24 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
25 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be One
26 Hundred Thousand Dollars ($100,000.00), unless agreed to and amended by both Parties.
Page 8 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 ARTICLE 9. AUDIT AND INSPECTION
2 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
3 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
4 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
5 other data and records of CITY for a period of four (4) years after final payment, or until any on-going
6 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
7 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
8 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
9 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or
10 consultant.
11 ARTICLE 10. INDEMNIFICATION
12 A. To the fullest extent permitted by law, CITY shall defend(at CITY's sole cost and expense
13 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
14 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from
15 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
16 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
17 attorney fees(collectively"Claims"), including but not limited to Claims arising from injuries to or death of
18 persons(CITY's employees included),for damage to property, including property owned by AUTHORITY,
19 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
20 acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection
21 with or arising out of the performance of this Agreement.
22 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
23 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
24 harmless CITY, its officers, directors, employees, and agents(collectively the"Indemnified Parties"),from
25 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
26 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
Page 9 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of
2 persons(AUTHORITY's employees included),for damage to property, including property owned by CITY,
3 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
4 acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in
5 connection with or arising out of the performance of this Agreement.
6 C. The indemnification and defense obligations of this Agreement shall survive its expiration
7 or termination.
8 ARTICLE 11. ADDITIONAL PROVISIONS
9 A. Term of Agreement: The term of this Agreement shall be in full force and effect through
10 June 30, 2025.
11 B. Termination: In the event either Party defaults in the performance of their obligations under
12 this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have
13 the option to terminate this Agreement upon thirty(30) days' prior written notice to the other Party.
14 C. Termination for Convenience: Either Party may terminate this Agreement for its
15 convenience by providing thirty (30) days prior written notice of its intent to terminate for convenience to
16 the other Party.
17 D. Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal,
18 state, and local laws, statues, ordinances and regulations of any governmental authority having
19 jurisdiction over the PROJECT.
20 E. Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to
21 execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties
22 hereto are formally bound to the provisions of this Agreement.
23 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be
24 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the
25 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or
26 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Page 10 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 G. Counterparts of Agreement: This Agreement may be executed and delivered in any
2 number of counterparts, each of which, when executed and delivered shall be deemed an original and all
3 of which together shall constitute the same agreement. Facsimile signatures will be permitted.
4 H. Force Majeure: Either Party shall be excused from performing its obligations under this
5 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable
6 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God;
7 commandeering of material, products, plants or facilities by the federal, state or local government; national
8 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause
9 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond
10 the control and is not due to the fault or negligence of the Party not performing.
11 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or
12 authority hereunder may be assigned in whole or in part by either Party without the prior written consent
13 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed
14 void and of no force and effect. Consent to one assignment shall not be deemed consent to any
15 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.
16 J. Governing Law: The laws of the State of California and applicable local and federal laws,
17 regulations and guidelines shall govern this Agreement.
18 K. Litigation fees: In the event that either Party to this Agreement shall commence any legal
19 or equitable action to enforce or interpret this Agreement,the prevailing party shall be entitled to recover
20 its costs of suit, including reasonable costs and attorney's fees as determined by the court.
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Page 11 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 L. Notices: Any notices, requests, or demands made between the Parties pursuant to this
2 Agreement are to be directed as follows:
3 To CITY To AUTHORITY
4 City of Santa Ana Orange County Transportation Authority
5 Public Works Department 550 South Main Street
6 20 Civic Center Plaza, M-21 P.O. Box 14184
7 Santa Ana, California 92701 Orange, CA 92863-1584
8 Attention: Mr. Nabil Saba Attention:Megan Bornman
9 Public Works Executive Director Contract Administrator
10 Tel: (714)647-5662 Tel: (714) 560-5064
11 Email: nsaba(c�santa-ana.orq Email: mbornman cni octa.net
12 CC: Ross Lew, P.E., Program Manager
13 Tel: (714) 560-5775
14 Email: rlew@octa.net
15
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Page 12 of 13
COOPERATIVE AGREEMENT NO. C-0-2201
1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-0-2201 to be
2 executed on the date of the last signature below,
3 CITY OF SANTA ANA ORANGE COUNTY TRANSPORTATION AUTHORITY
4
dal 111111/.41.411111111
5 By: By: TOf
6 Kris ine Ridge Meena Katakia
City Manager Manager, Capital Projects
7 Date: Date: C 1Y3\W2.L7
8
APPROVAL RECOMMENDED: APPROVED AS TO FORM:
9
10
11 By: "'Iv--1 S °ti 1„.. By:
M . Nabil Saba James . Donich
12 Public Works Executive Director Gen al Counsel
13
Date: Date: qii,W,0
14 APPROVED AS TO FORM
15
16
By: / d
17 J T n M. Funk
Assistant City Attorney
18
19 Date: April 13, 2020
20 ATTEST
21
22 By: , � - ,�
Daisy Gomez �+>r
23 `) Clerk of the Council ;,t' i"'
24 : .
a
Date: ��"
25
26
Page 13 of 13
AGREEMENT NO.C-0-2201
EXHIBIT A
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