HomeMy WebLinkAboutC-8306-1A - Cooperative Agreement No. C-8-1990 for Project V Community-Based Transit/Circulators1
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF NEWPORT BEACH
(FOR PROJECT V COMMUNITY- BASED TRANSIT/CIRCULATORS,
PROJECT NO. 18-NBCH-CBT-3913)
THIS AMENDMENT NO. 1 is made and entered into this day of , 2022
(Effective Date), by and between the Orange County Transportation Authority ("AUTHORITY" or "OCTA")
and the City of Newport Beach ("CITY") (mutually referred to herein as "PARTY" or each individually as
"PARTIES").
WITNESSETH:
WHEREAS, the AUTHORITY's Board of Directors (BOARD) approved the Project V
Community -Based Transit/Circulator service; Balboa Peninsula Shuttle Expansion Program
(Project No. 18-NBCH-CBT-3913), hereinafter referred to as "PROJECT," on June 30, 2018, and also
authorized AUTHORITY to develop and execute a cooperative agreement; and
WHEREAS, by Cooperative Agreement No. C-8-1990 ("AGREEMENT") dated April 10, 2019.
AUTHORITY and CITY entered into a cooperative agreement for the PROJECT; and
WHEREAS, AUTHORITY's BOARD authorized changes to PROJECT and AGREEMENT
through March 2020 and September 2020 semi-annual review, approval actions approved on
August 10, 2020 and December 14, 2020 respectively, in response to coronavirus-related impacts; and
WHEREAS, AUTHORITY's BOARD authorized on January 25, 2021, the revision of
Comprehensive Transportation Funding Programs (CTFP) Guideline requirements related to the
Project V program, including PROJECT, which in response to the coronavirus pandemic and the need to
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
update the program, focused on modifications to program's minimum performance requirements,
allowing for annual subsidy escalation, and implementing recent internal audit recommendations; and
WHEREAS, AUTHORITY's BOARD authorized on January 25, 2021, the AUTHORITY to
negotiate, execute, and amend as necessary all existing cooperative agreements for Project V Services
in order to implement the changes consistent with the direction provided by the AUTHORITY's BOARD
on January 25, 2021; and
WHEREAS, AUTHORITY and CITY agree to extend the Term of this Cooperative Agreement an
additional three (3) years through December 31, 2026 at no increase to the total BOARD -authorized
(capital funding and operating subsidy) funding amount of Two Hundred Seventy -Eight Thousand Four
Hundred Dollars ($278,400);
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that
AGREEMENT is hereby amended in the following particulars only:
1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Page 4 of 11, to make the
following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
"A. Within sixty (60) days of receipt of acceptable invoice, to reimburse CITY for operating costs
based upon actual operating costs incurred. All invoices for operating costs for the PROJECT combined
are not -to -exceed One Hundred Sixty -Eight Thousand Dollars ($168,000), consistent with Exhibit A. The
operating subsidy will be net of fares and no more than Ten Dollars and Five Cents ($10.05) per
boarding for fiscal year Fiscal Year (FY) 2020-21, Ten Dollars and Twenty -Four Cents ($10.24) per
boarding for FY 2021-22, Ten Dollars and Forty -Three Cents ($10.43) per boarding for FY 2022-23, Ten
Dollars and Sixty -Two Cents ($10.62) per boarding for FY 2023-24, and Ten Dollars and Eighty -One
Cents ($10.81) per boarding for FY 2024-25, consistent with Exhibit A, or Eighty Percent (80%) of
operations and maintenance (O&M) costs; whichever is lower."
b. To delete paragraph B in its entirety and in lieu thereof insert the following:
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
"B. Within sixty (60) days of receipt of acceptable invoice, to reimburse CITY for Eighty Percent (80%)
of eligible capital costs in the amount up to and not -to -exceed One Hundred Ten Thousand and Four
Hundred Dollars ($110,400), consistent with Exhibit A."
c. To delete paragraph C in its entirety and in lieu thereof insert the following:
I.C. Funding will be provided in accordance with the BOARD -approved Project V Guidelines and in
accordance with the provisions of this Agreement. AUTHORITY will also review CITY's project operating
statistics and provide regular updates to the Board on service performance."
d. To delete paragraph D in its entirety and in lieu thereof insert the following:
"D. Upon the service's cost per boarding exceeding twice the per boarding subsidy
or exceeding Twenty Dollars and Ten Cents ($20.10) for FY 2020-21, Twenty Dollars and
Forty -Seven Cents ($20.47) for FY 2021-22, Twenty Dollars and Eighty -Five Cents ($20.85) for
FY 2022-23, Twenty -One Dollars and Twenty -Four Cents ($21.24) for FY 2023-24, and Twenty -One
Dollars and Sixty -Three Cents ($21.63) for FY 2024-25, (consistent with rates as identified in Exhibit A),
the AUTHORITY will provide written notice to the CITY of this determination. CITY will be required to
disclose this finding and any other relevant operating data to its CITY Council and request the CITY
Council's response to continue, restructure, or cancel the service, all within sixty (60) days of receipt of
notice. AUTHORITY will also assist CITY to continue, restructure, or cancel the service, depending on
the CITY Council response. The CITY Council's final determination shall be made via CITY Council
action and reported back to AUTHORITY within forty-five (45) days of the City Council action."
e. To add a new paragraph E and insert the following:
"E. AUTHORITY will provide M2 (OCGO) logos, which may include decals for vehicles and digital
artwork for marketing and publication purposes. CITY shall coordinate with AUTHORITY regarding the
sizing, placement, and furnishing of decals."
2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Pages 4 and 5 of 11, to make the
following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
"A. To provide eligible local match funds for capital costs at a minimum of Twenty Percent (20%),
estimated to be Twenty -Seven Thousand Six Hundred Dollars ($27,600); and a minimum of Twenty
Percent (20%) of O&M costs (less fares), estimated to be Forty -Two Thousand Dollars ($42,000), or to
provide O&M costs required after AUTHORITY has paid the per boarding subsidy (inflated annually
consistent with Exhibit A), whichever O&M match contribution is greater, in accordance with Exhibit A."
b. To delete paragraph C in its entirety and in lieu thereof insert the following:
"C. CITY will submit PROJECT reports to AUTHORITY using Exhibit B, entitled "Project V Quarterly
Report, Revised 02.2021 ", herein referred to as Exhibit B, and shall provide to AUTHORITY monthly
revenue vehicle hours, revenue vehicle miles, boardings, project cost information, and cost per boarding
broken down by each month for the reporting quarter. Customer satisfaction and on -time performance
reporting may be reported in aggregate for the quarterly reporting period. However, customer satisfaction
surveys need to be conducted at minimum once a year."
c. To delete paragraph D in its entirety and in lieu thereof insert the following:
"D. CITY's Project V service shall meet the following minimum performance standard of providing
service at a cost of less than twice the per boarding subsidy. Upon the service's cost per boarding
exceeding Twenty Dollars and Ten Cents ($20.10) for FY 2020-21, Twenty Dollars and
Forty -Seven Cents ($20.47) for FY 2021-22, Twenty Dollars and Eighty -Five Cents ($20.85) for
FY 2022-23, Twenty -One Dollars and Twenty -Four Cents ($21.24) for FY 2023-24, and Twenty -One
Dollars and Sixty -Three Cents ($21.63) for FY 2024-25, (consistent with rates as identified in Exhibit
A), AUTHORITY will provide written notice to the CITY of this determination. The CITY (upon receipt of
OCTA notification) will be required to disclose this finding and any other relevant operating data to its
CITY Council within sixty (60) days of receipt of notice, in order for the CITY Council to determine if it
wishes to continue, restructure, or cancel the service. The CITY Council's final determination shall be
made via CITY Council action and reported back to AUTHORITY within forty-five (45) days of the CITY
Council action."
d. To add a new paragraph I and insert the following:
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
"I. CITY should develop surveys to measure customer satisfaction at least once a year based upon
local service objectives. These surveys should be conducted such that performance data is recorded and
reported on to AUTHORITY through Exhibit B; and should include a plan to improve service, if customer
satisfaction is found to be below the CITY's service objectives."
e. To add a new paragraph J and insert the following:
"J. CITY should develop methods to measure on -time performance based upon local service
objectives. These methods should be implemented such that performance data is recorded quarterly, or
at least once per year (as applicable based upon service schedule) and reported to AUTHORITY through
Exhibit B. CITY should include a plan to improve service if on -time performance is found to be below the
CITY's service objectives."
f. To add a new paragraph K and insert the following:
"K. CITY is required to use capital items purchased with Project V funding for their entire useful life
and/or though the termination of the service. For capital items purchased with Project V funding, if
termination occurs prior to the completion of the capital item's useful life and/or grant term, CITY is
responsible for repaying AUTHORITY the same percentage of the sale price (or estimated value of the
asset(s) based on straight line depreciation of the asset[s]), consistent with the Project V percentage of
the initial purchase. Useful life shall be based upon AUTHORITY's policy for service life for similar asset
type, where applicable."
g. To add anew paragraph Land insert the following:
"L. CITY is required to coordinate and seek approval from AUTHORITY regarding any changes to
project scope in accordance with the application submittal. If service substantially deviates from the
scope identified in the application submittal, without AUTHORITY approval, the project may not be
reimbursed."
3. Amend ARTICLE 5. REQUEST FOR REIMBURSEMENT, Pages 6 and 7 of 11, to make the
following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
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Q62
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
"A. CITY shall prepare and submit invoices to the AUTHORITY to request reimbursement of funding
subsidies for eligible capital and operating costs, at least quarterly for active quarters, consistent with
CTFP Guidelines specifically pertaining to Project V, and not -to -exceed Two Hundred Seventy -Eight
Thousand Four Hundred Dollars ($278,400), consistent with Exhibit A."
b. To delete paragraph B in its entirety and in lieu thereof insert the following:
"B. Within ninety (90) days following a quarterly service period, or (when applicable) following special
event service or annual seasonal service, CITY shall invoice AUTHORITY in accordance with Exhibit C,
entitled "Sample Invoice Template, Revised 02.2021 ", to receive reimbursement. CITY's invoice shall
include allowable PROJECT costs incurred and paid for by CITY consistent with the PROJECT's Scope
of Work as well as funding match and per boarding subsidy as noted in Exhibit A. Invoice shall also
include supporting documentation as required to verify costs. Invoices submitted by CITY shall be signed
by an authorized agent who can duly certify the accuracy of the included information. Advance payments
by AUTHORITY are not allowed."
I °b.
C. To delete subparagraph D(b) in its entirety and in lieu thereof insert the following:
The total PROJECT expenditures including the AUTHORITY match percent and amount to be
reimbursed shall not exceed Eighty Percent (80%) of capital cost and not to exceed Eighty Percent (80%)
of O&M costs or the per boarding subsidy (less fares), which is Ten Dollars and Five Cents ($10.05) per
boarding for FY 2020-21, Ten Dollars and Twenty -Four Cents ($10.24) per boarding for FY 2021-22,
Ten Dollars and Forty -Three Cents ($10.43) per boarding for FY 2022-23, Ten Dollars and
Sixty -Two Cents ($10.62) per boarding for FY 2023-24, Ten Dollars and Eighty -One Cents ($10.81) per
boarding for FY 2024-25, whichever is less for O&M consistent with Exhibit A. In addition, if CITY receives
capital or operating subsidy from any other non -AUTHORITY source, CITY will not invoice AUTHORITY
for the amount received from the other non -AUTHORITY source(s). Supporting documentation for all
expenses must be provided, including invoices."
d. To delete subparagraph D(e) in its entirety and in lieu thereof insert the following:
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
"e. Each invoice for O&M subsidy will include the following operating statistics for the invoicing period:
revenue vehicle hours, boardings, boardings per revenue vehicle hour, operating costs,
net operating costs (costs less fares), reimbursement per net operating costs, reimbursement per
boarding, and cost per boarding, consistent with Exhibit B."
4. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Page 8 of 11, to amend paragraph A, line
23, to delete "December 31, 2023" as the expiration date and in lieu thereof insert "June 30, 2026"
5. Amend EXHIBIT A: THE BALBOA PENINSULA SHUTTLE EXPANSION PROGRAM
FUNDING TABLE to delete in its entirety and replace with "Exhibit A: The Balboa Peninsula Shuttle
Expansion Program Funding Table, Revised 02.2021" attached hereto this Amendment No. 1 and by this
reference incorporated into this Cooperative AGREEMENT and herein referred to as "Exhibit A."
6. Append EXHIBIT B: PROJECT V QUARTERLY REPORT, REVISED 02.2021 to this
Amendment No. 1 and by this reference incorporated into this AGREEMENT and herein referred to as
"Exhibit B."
7. Append EXHIBIT C: SAMPLE INVOICE TEMPLATE, REVISED 02.2021 to this Amendment
No. 1 and by this reference incorporated into this AGREEMENT and herein referred to as "Exhibit C."
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AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to Cooperative
Agreement No. C-8-1990 to be executed on the date of the last signature below
CITY OF NEWPORT BEACH ORANGE COUNTY TRANSPORTATION AUTHORITY
By: By:
ce Leung Darrell E. Johnson
ity Manager Chief Executive Officer
ATTEST. r ���W �R APPROVED AS TO FORM
o
By: By:
Leilani BrgWn James M. Donich
"
City Clerk Z17:
0 0� General Counsel
APPROV D AS T FORM: APPROVED RECOMMENDED
By: ,(V-0j�) By:
Aaron Harp 11Kia Mortazavi
City Attorney o Executive Director, Planning
Page 8 of 8
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1.
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
PROJECT NO. 18-NBCH-CBT-3913
EXHIBIT B
OCTA PROJECT V QUARTERLY REPORT, REVISED 02.2021
Ridership & Statistical Data
Instructions for Submittal
Use this form to submit the required quarterly ridership reports for Project V funded services in operation. To
remain in compliance with the CTFP Guidelines, PROJECT must meet minimum service performance
standards as outlined in Article 4 of the Cooperative Agreement.
Project Title and Number:
Agency:
Click here to enter text.
Click here to enter text.
Fiscal Year
Quarter
Time Period
Estimated Costs
20/21
1
Jul 1 - September 30
Click to enter.
Customer Satisfaction:
1.) Describe the local jurisdiction's customer satisfaction performance objective(s), as well as what has
been done during the reporting period to survey customer satisfaction and respond to the input
received?
Click or tap here to enter text.
2.) When was the last customer satisfaction survey carried out?
Click to enter.
3.) Did customer satisfaction meet or exceed the local jurisdiction's performance objective(s) during this
review period? Yes/No
4.) If customer satisfaction did not meet or exceed the local jurisdiction's performance objectives, please
provide a plan to improve customer satisfaction with this report. Plan attached? Yes/No
On -Time Performance (if applicable'):
1.) Describe the local jurisdiction's on -time performance objective(s), if applicable:
Click or tap here to enter text.
2.) Did the service achieve the local jurisdiction's on -time performance objectives for this reporting
period? Yes/No
' The on -time performance reporting requirement only applies to Project V services, which maintain fixed schedules.
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 1 Orange / California 92863-1584
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
PROJECT NO. 18-NBCH-CBT-3913
EXHIBIT B
OCTA PROJECT V QUARTERLY REPORT, REVISED 02.2021
Ridership & Statistical Data
3.) If on -time performance did not meet the local jurisdiction's performance objectives, please provide a
plan to improve on -time performance with this report. Plan attached? Yes/No
MONTHLY RIDERSHIP and STATISTCAL DATA RECORD
Ridership and Statistical Data
Total O&M
Revenue Vehicle
Revenue
Month/Year
Boardings
Cost per Boarding
Vehicle Hours
Cost
Miles
RVH
17) �n,�r
Click ro
Click to enter.
Total Cost per RVM
Total Boardings per RVH
x
(O&M/RVM)
Boardin s/RVH
Ridership and Statistical Data
Total O&M
Revenue Vehicle
Revenue
Month/Year
Boardings
Cost per Boarding
Vehicle Hours
Cost
Miles
RVH
Total Cost per RVM
Total Boardings per RVH
(O&M/RVM)
Boardin s/RVH
Ridership and Statistical Data
Month/Year
Total O&M
Revenue Vehicle
Boardings
Cost per Boarding
Revenue
Vehicle Hours
Cost
Miles
RVH
Total Cost per RVM
Total Boardings per RVH
O&M/RVM
(Boardings/RVH)
I hereby certify that the information provided here is true, complete, and correct in all material
respects.
Click to enter
Print Name Signature
Date
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584
AMENDMENT NO.1 TO
COOPERATIVE AGREEMENT NO. C-8-1990
PROJECT NO. 18-NBCH-CBT-3913
EXHIBIT C
SAMPLE INVOICE TEMPLATE, REVISED 01.2022
PROJECT V - OPERATIONS & MAINTENANCE INVOICE
Project Title: Project Number: 18-NBCH-CBT-3913
Agency:
Invoice Date:
To: Orange County Transportation Authority Invoice Number:
550 S Main Street Contract Number:
Orange, CA 92863-1584 Total Requested:
Attn: Charvalen Alacar
Operations & Maintenance
Programmed Funding
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8' Year 9`
TOTAL
Fiscal Year
18119
19/20
20/21
21/22
22/23
23/24
24/25
max subsidy rate
$9.00
$9,00
$10.05
$10.24
$10,43
$10.62
$10.81
-
OPERATIONS & MAINTENANCE includes ongoing Marketin costs
OCTA O&M Share
$40,000
$32,000
$32,000
$32,000
$32,000
Potential
Transfer of
$168,000
Local Share
$10,000
$8,000
$8,000
$8,000
$8,000
TBD
TBD
$42,000
Total O&M
$60,000
$40,000
$40,000
$40,000
$40,000
$210,000
O&M Local Match Percent: 20.0% (current FY)
Billing Period
(i.e. May 2021-Jun 2021)
Net Operating
Costs
Local
Match %
Potential Local Share
(C = (A'B))
Potential OCTA Reimbursement
(D = (A-C))
Month Year - Month Year
20.0%
$0.00
$0.00
Month Year - Month Year
$0.00
$0.00
Month Year - Month Year
$0.00
$0.00
Total
$0.00
$0.00
Additional Local Share (Overage): 0
OCTA Share = Total OPERATIONS & MAINTENANCE Reimbursement Requested (H): $0.00
RIDERSHIP AND STATISTICAL DATA FOR PERIOD INVOICED
Total Revenue Vehicle Hours (E)
Reimbursement Requested (H)
$0.00
Total Boardings (F)
Net Operating Costs
$0.00
(I-J)=(K)
Boardings per Revenue Vehicle Hour
Reimbursement per Net Operating
#DIV/0!
(F/E) = (G)
Costs % (H/K) t
Total Operating Costs (1)
Reimbursement per Boarding (H/F)
#DIV/0!
Fares Collected or non-OCTA Subsidy (J)
Cost per Boarding z
#DIV/0!
(K/F)
`Allocation, as applicable, to be derived from transfers of savings from previous fiscal years beginning FY19/20, per March 2020 Semi -Annual Review Board action
approved 08110120. Total grant amount not to exceed $278,400.
For expenses incurred FY 20121, reimbursement shall not exceed cost per boarding of $10.05 (escalated at 1.85% annually thereafter) or 90% of net operating costs;
whichever is less, in accordance with the 2021 CTFP Guidelines (e.g. FY21/22. $10.24 per boarding, FY 22/23: $10.43 per boarding).
2 Upon the service's cost per boarding exceeding Twenty Dollars and Ten Cents $20.10 (escalated at 1.85% annually at July 1 of each fiscal year thereafter), the CITY
(upon receipt of OCTA notification) will be required to disclose this finding and any otherrelevant operating data to the city council within 60 days of receipt of notice, in
order for the city council to determine ifit wishes to continue, restructure, or cancel the service. The city council's final determination shall be made via city council action
and reported back to AUTHORITY within 45 days of city council action.
Manual Input field
AMENDMENT NOA TO
COOPERATIVE AGREEMENT NO. C-8-1990
PROJECT NO. 18-NBCH-CBT-3913
EXHIBIT C
SAMPLE INVOICE TEMPLATE, REVISED 01.2022
PROJECT V - CAPITAL INVOICE
Project Title:
Agency:
To: Orange County Transportation Authority
550 S Main Street
Orange, CA 92863-1584
Attn: Charvalen Alacar
Project Number: 18-NBCH-CBT-3913
Invoice Date:
Invoice Number:
Contract Number:
Total Requested:
$0.00
Programmed Funding
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8* Year 9* TOTAL
Fiscal Year
18/19
19/20
20/21
21/22
22/23
23/24
24/25
CAPITAL includes Initial Marketing Allocation t
OCTA Capital Share
$33,600
$19,200
$19,200
$19,200
$19,200
Potential
Transferof
$110,400
Local Share
$8,400
$4,800
$4,800
$4,800
$4.800
TBD
TBD
$27,600
Total Capital
$42,000
$24,000
$24,000
$24,000
$24,000
$0
$0
$138,000
Capital Local Match Percent: 20% (current FY)
Billing Period
(i.e. May 2021 -Jun 2021)
Capital Costs
(A)
Local
Match /
(B)
Potential Local Share
(C = (A*B))
OCTA Reimbursement
(D = (A-C))
Month Year - Month Year
20.00%
0
$0.00
Month Year - Month Year
0
$0.00
Month Year - Month Year
0
$0.00
Total
$0.00
$0.00
OCTA Share = Total CAPITAL Reimbursement Requested: $0.00
Allocation, as applicable, to be derived from transfers of savings from previous fiscal years beginning FY19/20, per March 2020 Semi -Annual Review Board action
approved 08/10/20. Total grant amount not to exceed $278, 400.
t - Initial Marketing expenses should be included with Capital funding reimburesement requests. (Only applies to Year 1 of Cooperative Agreement)
Manual Input field
Q
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COOPERATIVE AGREEMENT NO. C-8-1990
V
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BETWEEN
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ORANGE COUNTY TRANSPORTATION AUTHORITY
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AND
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CITY OF NEWPORT BEACH
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FOR
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PROJECT V COMMUNITY- BASED TRANSIT/CIRCULATORS
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THIS COOPERATIVE AGREEMENT is effective this day of 7f�, 201y, by and
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between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange,
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California 92863-1584, a public corporation of the State of California (hereinafter referred to as
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"AUTHORITY" or "OCTA"), and the City of Newport Beach, 100 Civic Center Drive, Newport Beach,
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California 92660, a municipal corporation (hereinafter referred to as "CITY") each individually known as
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"PARTY" and collectively known as "PARTIES".
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RECITALS:
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WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the
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roles and responsibilities related to funding between AUTHORITY and CITY for capital and operating
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subsidy funds for the Balboa Peninsula Shuttle Expansion Program (hereinafter referred to as PROJECT)
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in accordance with application submittal dated March 23, 2018, incorporated herein by reference; and
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WHEREAS, AUTHORITY's Board of Directors (Board) approved the Renewed Measure M2
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Eligibility Guidelines - Local Agency Preparation Manual on January 25, 2010 and subsequent
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amendments, most recently on April 9, 2018; and
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WHEREAS, AUTHORITY's Board approved the updated Comprehensive Transportation
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Funding Programs (CTFP) Guidelines on February 12, 2018; and
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WHEREAS, AUTHORITY will periodically update the Renewed Measure M2 Eligibility
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Guidelines - Local Agency Preparation Manual and the CTFP Guidelines whereby the most recent update
Page 1 of 11
L:I CammICLERICALIWOROPROCOGREEIAG81990. docx
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COOPERATIVE AGREEMENT NO. C-8-1990
is incorporated herein by reference; and
WHEREAS, AUTHORITY and CITY agree that M2 funding is subject to CITY fulfilling
M2 eligibility requirements; and
WHEREAS, AUTHORITY and CITY agree that PROJECT must adhere to the CTFP Guidelines
precepts except where specific instruction is provided through Project V Guidelines or within this
Cooperative Agreement; and
WHEREAS, CITY will contract directly with service provider to operate shuttle service; and
WHEREAS, CITY's shuttle service is open to the public, and fully accessible for persons with
disabilities, in compliance with the Americans with Disabilities Act; and
WHEREAS, AUTHORITY has agreed to provide Project V funding in the amount not -to -exceed
Two Hundred Seventy -Eight Thousand, Four Hundred Dollars ($278,400) for up to five (5) years, and
AUTHORITY and CITY agree the capital to be provided by the AUTHORITY is One Hundred Ten
Thousand, Four Hundred Dollars ($110,400) and the annual operating subsidy will be provided consistent
with operating statistics as defined in the CTFP Guidelines in an uninflated amount of One Hundred
Sixty -Eight Thousand Dollars ($168,000); and
WHEREAS, CITY has agreed to provide twenty percent (20%) local match of at least
Twenty -Seven Thousand, Six Hundred Dollars ($27,600) for capital costs and Forty -Two Thousand
Dollars ($42,000) for operating match for up to five (5) years in accordance with Exhibit A, entitled "The
Balboa Peninsula Shuttle Expansion Program Funding Table" subject to performance requirements
outlined in the CTFP Guidelines and AUTHORITY funding limitations; and
WHEREAS, this Cooperative Agreement defines the specific terms, conditions, roles and funding
responsibilities between AUTHORITY and CITY for PROJECT; and
WHEREAS, the AUTHORITY's Board approved this PROJECT on June 25, 2018; and
WHEREAS, CITY's Council approved this Cooperative Agreement on this day of
r, I 20-L&;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:
L:\Camm\CLE RI CAL\W ORDPROCAG REEAG81990. docx
Page 2 of 11
COOPERATIVE AGREEMENT NO. C-8-1990
1 ARTICLE 1. COMPLETE COOPERATIVE AGREEMENT
2 A. This Cooperative Agreement, including any attachments incorporated herein and made
3 applicable by reference, constitutes the complete and exclusive statement of the term(s) and
4 condition(s) of this Cooperative Agreement between the AUTHORITY and CITY and it supersedes all
5 prior representations, understandings, and communications. The invalidity in whole or in part of any
6 term or condition of this Cooperative Agreement shall not affect the validity of other term(s) or
7 condition(s) of this Cooperative Agreement. The above referenced Recitals are true and correct and
8 are incorporated by reference herein.
9 B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s)
10 or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of
11 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and
12 CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of
13 this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically
14 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment
15 to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative
16 Agreement.
17 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s)
18 or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of
19 CITY's right to such performance or to future performance of such term(s) or condition(s), and
20 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any
21 portion of this Cooperative Agreement shall not be binding upon CITY except when specifically
22 confirmed in writing by an authorized representative of CITY by way of a written amendment to this
23 Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement.
24 /
25 /
26 /
Page 3 of 11
L:\CammkCLERICAL\WORDPROC\AGREE\AG81990.docx
COOPERATIVE AGREEMENT NO. C-8-1990
1 ARTICLE 2. SCOPE OF COOPERATIVE AGREEMENT
2 This Cooperative Agreement specifies the roles and responsibilities of both AUTHORITY and
3 CITY as they pertain to the subjects and PROJECT addressed herein. Both AUTHORITY and CITY
4 agree that each will cooperate and coordinate with the other in all activities covered by this Cooperative
5 Agreement and any other supplemental Cooperative Agreements, including Letter Agreements, which
6 may be required to facilitate purposes thereof.
7 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
8 AUTHORITY agrees to the following responsibilities for PROJECT:
9 A. Upon invoice, to provide CITY operating subsidy in the amount not-to-exceed One
10 Hundred Sixty-Eight Thousand Dollars ($168,000) for up to Five (5) years consistent with Exhibit A.
11 Operating subsidy will be no more than Nine Dollars ($9.00) per boarding or Eighty Percent (80%) of net
12 operations and maintenance (O&M) costs (costs less fares) whichever is lower.
13 B. AUTHORITY shall provide PROJECT funding for capital purchases in the amount
14 not-to-exceed One Hundred Ten Thousand, Four Hundred Dollars ($110,400).
15 C. AUTHORITY shall provide funding, which may be discontinued if the minimum
16 performance standards are not met, in accordance with the Board-approved Project V Guidelines.
17 D. AUTHORITY shall provide sixty (60) days' notice to CITY that support for service will be
18 discontinued in the event that the minimum performance standards are not met by the end of the first
19 year of service and maintained every year thereafter.
20 ARTICLE 4. RESPONSIBILITIES OF CITY
21 CITY agrees to the following responsibilities for PROJECT:
22 A. To provide eligible local match funds at a minimum of Twenty Percent (20%) of Capital
23 costs and Twenty Percent (20%) of net O&M costs (costs less fares) OR net O&M costs (costs less fares)
24 remaining after AUTHORITY has paid Nine Dollars ($9.00) per boarding, inflated annually as needed,
25 whichever is greater, in accordance with Exhibit A.
26 /
Page 4 of 11
L:\Camm\CLERICAL\WORDPROC\AGREE WG81990.docx
COOPERATIVE AGREEMENT NO. C-8-1990
1 B. If CITY receives operating or capital subsidy for PROJECT from any other
2 non-AUTHORITY source, including fares, CITY will not invoice AUTHORITY for the amount received
3 from the other non-AUTHORITY source(s).
4 C. CITY shall provide to AUTHORITY actual Revenue Vehicle Hours, Revenue Vehicle
5 Miles, Boardings, and O&M Cost related to PROJECT service on a quarterly basis, as identified in the
6 Project V Guidelines.
7 D. CITY service shall meet minimum performance standard of six (6) boardings per revenue
8 vehicle hour by the end of Year 1 of operation. In Year 2 of operation, CITY service shall maintain
9 six (6) boardings per revenue vehicle hour each reporting period and meet or exceed ten (10) boardings
10 per revenue vehicle hour by the end of Year 2. CITY service shall maintain at least ten (10) boardings
11 per revenue vehicle hour thereafter.
12 E. CITY shall provide separate and distinct cost accounting for all fixed-route and special
13 event services.
14 F. To include and identify any non-AUTHORITY or grant revenues, including fares, received
15 along with any requirements associated with external fund sources for the PROJECT to confirm
16 AUTHORITY share and local match.
17 G. CITY will invoice AUTHORITY not more frequently than quarterly to receive
18 reimbursement consistent with ARTICLE 5. REQUEST FOR REIMBURSEMENT.
19 H. CITY agrees to display AUTHORITY furnished OCGO signage on the passenger loading
20 side and rear windows of vehicle(s). In cases where this is not possible, CITY agrees to work with
21 AUTHORITY to seek an exception in developing alternative signage specifications consistent with
22 AUTHORITY's branding requirements. AUTHORITY recognizes the unique characteristics of CITY's
23 vehicle(s) and agrees to work to accommodate exceptions when appropriate.
24 /
25 /
26 /
Page 5 of 11
L:\Camm\CLERICAL\WORDPROC\AGREE\AG81990.docx
COOPERATIVE AGREEMENT NO. C-8-1990
1 ARTICLES. REQUEST FOR REIMBURSEMENT
2 A. CITY shall contribute matching funds, as is specified within this Cooperative Agreement
3 in Article 4, Paragraph A, toward the actual costs of PROJECT.
4 B. CITY shall invoice AUTHORITY within ninety (90) days of special event service or annual
5 seasonal service to receive reimbursement per Exhibit A and provide supporting documentation
6 according to the payments procedures identified in the CTFP Guidelines and incorporated into this
7 Cooperative Agreement. CITY's invoice shall include allowable PROJECT costs incurred and paid for by
8 CITY consistent with the PROJECT's Scope of Work. The invoice submitted by CITY shall be signed by
9 an authorized agent who can duly certify the accuracy of the included information. Advance payments by
10 AUTHORITY are not allowed.
11 C. The invoice must be submitted on CITY's letterhead.
12 D. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts
13 Payable Office. Each invoice shall include the following information:
14 a. Cooperative Agreement Number C-8-1990;
15 b. The total PROJECT expenditures including the percent and amount to be
16 reimbursed shall not exceed Eighty Percent (80%) of Capital and up to Eighty Percent (80%) of O&M
17 costs or Nine Dollars ($9.00) per boarding, whichever is less in accordance with Exhibit A. In addition, if
18 CITY receives capital or operating subsidy from any other non-AUTHORITY source, CITY will not invoice
19 OCTA for the amount received from the other non-AUTHORITY source(s). Supporting documentation for
20 all expenses must be provided, including invoices.
21 C. Adequate detail describing all work completed.
22 d. Documentation providing evidence that the service provider/contractor
23 has been paid by CITY.
24 e. Each invoice for O&M subsidy will include the following operating statistics
25 for the fiscal year (July 1 through June 30) to date: revenue vehicle hours, total boardings, boardings per
26 revenue vehicle hour, operating costs, net operating costs (costs less fares), reimbursement per net
Page 6 of 11
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COOPERATIVE AGREEMENT NO. C-8-1990
operating costs, and reimbursement per boarding.
f. Such other information as requested by AUTHORITY.
E. Total payments shall not exceed the Funding Amount specified in ARTICLE 3, paragraphs
A and B above.
F. CITY shall submit final invoice no later than One Hundred Eighty (180) days after
completion of PROJECT.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Cooperative Agreement
are delegated to its Director of Public Works, or his/her designee, and the actions required to be taken by
AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief
Executive Officer or his designee.
ARTICLE 7. 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 five (5) years after final payment, or completion of audit by
the AUTHORITY, or after final payment of debt service, whichever is longer. For purposes of audit, the
date of completion of this Cooperative Agreement shall be the date of AUTHORITY's payment of CITY's
final billing under this Cooperative 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(s).
ARTICLE 8. MUTUAL INDEMNIFICATION
A. To the fullest extent permitted by law, 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
L\Camm\CLERICAL\W ORD PROC\AG RE E\AG81990. docx
Page 7 of 11
COOPERATIVE AGREEMENT NO. C-8-1990
1 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
2 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
3 persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
4 or from any violation of any federal, state, or local law or ordinance, caused by the negligent acts,
5 omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection with or
6 arising out of the performance of this Cooperative Agreement.
7 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
8 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
9 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from
10 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
11 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
12 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
13 persons (AUTHORITY's employees included), for damage to property, including property owned by CITY,
14 or from any violation of any federal, state, or local law or ordinance, caused by the negligent acts,
15 omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection
16 with or arising out of the performance of this Cooperative Agreement.
17 C. The indemnification and defense obligations of this Cooperative Agreement shall survive
18 its expiration or termination.
19 ARTICLE 9. ADDITIONAL PROVISIONS:
20 PARTIES agree to the following mutual responsibilities:
21 A. Term of Cooperative Agreement: This Cooperative Agreement shall continue in full force
22 and effect on an annual basis subject to meeting minimum performance standards of ridership or
23 December 31, 2023 whichever is earlier. This Cooperative Agreement may only be extended upon mutual
24 consent by both PARTIES.
25 B. Termination: In the event either PARTY defaults in the performance of their obligations
26 under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting PARTY
Page 8 of 11
L: \Camm\CLE RICAL\WORDPROC\AGREE\AG81990. docx
COOPERATIVE AGREEMENT NO. C-8-1990
1 shall have the option to terminate this Agreement upon sixty (60) days' prior written notice to the other
2 Party.
3 C. Termination for Convenience: Either PARTY may terminate this Cooperative Agreement
4 for its convenience by providing sixty (60) days' prior written notice of its intent to terminate for
5 convenience to the other PARTY.
6 D. Amendments: This Cooperative Agreement may be amended in writing at any time by
7 the mutual consent of all PARTIES. No amendment shall have any force or effect unless executed in
8 writing by both PARTIES.
9 E. PARTIES shall comply with all applicable federal, state, and local laws, statues,
10 ordinances and regulations of any governmental authority having jurisdiction over the PROJECT.
11 F. Legal Authority: PARTIES hereto consent that they are authorized to execute this
12 Cooperative Agreement on behalf of said PARTIES and that, by so executing this Cooperative
13 Agreement, the PARTIES hereto are formally bound to the provisions of this Cooperative Agreement.
14 G. Severability: If any term, provision, covenant or condition of this Cooperative Agreement
15 is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction,
16 the remainder of this Cooperative Agreement shall not be affected thereby, and each term, provision,
17 covenant or condition of this Cooperative Agreement shall be valid and enforceable to the fullest extent
18 permitted by law.
19 H. Counterparts of Cooperative Aqreement: This Cooperative Agreement may be executed
20 and delivered in any number of counterparts, each of which, when executed and delivered shall be
21 deemed an original and all of which together shall constitute the same Cooperative Agreement. Facsimile
22 signatures will be permitted.
23 I. Force Maieure: Each of the PARTIES shall be excused from performing its obligations
24 under this Cooperative Agreement during the time and to the extent that it is prevented from performing
25 by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood;
26 acts of God; commandeering of material, products, plants or facilities by the federal, state or local
Page 9 of 11
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COOPERATIVE AGREEMENT NO. C-8-1990
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 control and is not due to the fault or negligence of the PARTY not performing.
J. Assignment: Neither this Cooperative Agreement, nor any of the PARTIES' rights,
obligations, duties, or authority hereunder may be assigned in whole or in part by any PARTY without the
prior written consent of the other PARTIES in their 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.
K. Governing Law: The laws of the State of California and applicable local and federal laws,
regulations and guidelines shall govern this Cooperative Agreement.
L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the
performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing
PARTY.
M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this
Cooperative Agreement are to be directed as follows:
To CITY:
To AUTHORITY:
City of Newport Beach
Orange County Transportation Authority
100 Civic Center Drive
Newport Beach, CA 92660
550 South Main Street
P. O. Box 14184
Orange, CA 92863-1584
Attention: Michael Sinacori
Attention: Luis Martinez
Assistant City Engineer
Associate Contract Administrator
Tel: 949 644-3342
E-mail: msinacori((:Dcitv.newport-beach.ca.us
Tel: 714-560-5767
E-mail: Imartinez1(a)octa.net
L:\Camm\CLERICAL\WORDPROC\AGREE\AG81990.docx
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COOPERATIVE AGREEMENT NO. C-8-1990
N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and
inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto.
This Cooperative Agreement shall be made effective upon execution by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement
No. C-8-1990 to be executed on the date first above written.
CITY OF NEWPORT BEACH ORANGE COT T ANSPORTATION
C� AUTHORITY
By: / By:
eld- Grace V. Levrwj Darrell E. J nson
N48YOF City wnager Chief Executive Officer
ATTEST- APPROVED A F
r
V. Pq
By. @® By.
Leilani I. Brown �l�
City Clerk oy10
APPROVED AS TO FOR
By: r
Aaron C. Harp
City Attorney
Dated:
L:\Camm\CLERICAL\WORDPROCW GREEWG81990.docx
/James M. Donich
General Counsel)
APPROVAL RECOAIIN
Kia Mortazavi
Executive Director, Planning
Dated: q -'/Z Ylf
Page 11 of 11
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