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Resolution No. 6826 ,. ~ "'- , 1 2 3 4 5 6 7 8 Vernon RESOLUTION NO. 6826 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SETTLEMENT AGREEMENT IN THE LITIGATION ENTITLED CITY OF SOUTH GATE. ET AL. VS. CITY OF LOS ANGELES. ET AL., LASC NO. BC 129447, COURT OF APPEAL NO. 2ND CIV NO. B100019 WHEREAS, the cities of Compton, Lynwood, South Gate and 9 and the Association for the Mitigation of Transportation Impacts composed of the above-referenced four cities and taxpayers Anita o. Aviles and Edward Saenz filed a complaint in the Los 10 11 Angeles Superior Court against the City of Los Angeles, Port of 12 Los Angeles, Board of Harbor Commissioners of the city of Los 13 Angeles, City of Long Beach, Port of Long Beach, Board of Harbor 14 Commissioners of the City of Long Beach raising, among other issues, the validity of the Third Amendment to the Joint Powers 15 16 Agreement between Los Angeles and Long Beach, which established 17 the Alameda Corridor Transportation Authority; and 18 WHEREAS, the litigation is presently pending in the Court of Appeal; and 19 20 WHEREAS, the cities of Compton, Lynwood, South Gate, 21 Vernon, the Association, the City of Huntington Park, a city not a 22 party to the litigation, and the Southeast cities Transportation Authority (t1SECTAtI), an agency not a party to the litigation, wish 23 24 to make an offer of settlement to the defendants in this matter 25 which, if accepted, will completely settle this litigation; and 26 WHEREAS, the City of Huntington Park and SECTA are parties to this Settlement Agreement in order to fully implement 27 28 the settlement as proposed. ,: -< 1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 2 CITY OF VERNON AS FOLLOWS: 3 SECTION 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove 4 5 are true and correct. 6 SECTION 2: The City Council of the City of Vernon hereby approves the Settlement Agreement in the litigation entitled City of South Gate. et al. vs. city of Los Anqeles. et al.. LASC No. BC 129447, a copy of which has been presented to the city Council 7 8 9 10 concurrently with this resolution, and the City Council hereby 11 approves making a formal offer of such settlement to the defendants in the litigation where such offer of settlement will 12 13 expire on August 22, 1996. 14 SECTION 3: Upon receiving notification that all parties 15 to the Settlement Agreement have approved the Agreement, the Mayor 16 is authorized to execute the Agreement in twelve (12) 17 counterparts, and the city Attorney is authorized to file said 18 Agreement in court requesting the court to approve the settlement 19 and upon said court approval to fully implement the Settlement 20 Agreement pursuant to its terms. 21 SECTION 4: The City Clerk of the City of Vernon shall 22 certify to the passage of this resolution and thereupon and thereafter the same shall be in full force and effect. 23 24 APPROVED AND ADOPTED this 30th day of July, 1996. ~~~-c~.2. /~. EONIS C. MAL RG, May-r 25 26 27 AT~: BRUCE V. MALKENHORST, City Clerk 28 -2- 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 I, BRUCE V. MALKENHORST, city Clerk of the City of 5 Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 6826, was duly adopted by the City Council of the 6 7 City of Vernon at an adjourned regular meeting of the City Council 8 duly held on Tuesday, Julv 30. 1996, and thereafter was duly signed by the Mayor of the City of Vernon. 9 /~ /! 10 11 BRUCE V. MALKENHORST, city Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- ~J ~ 1 RESOLUTION NO. 6826 ~ 2 n.,~" 3 ~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 31` ~ VERNON APPROVING AND AUTHORIZING THE EXECUTION 4 OF A SETTLEMENT AGREEMENT IN THE LITIGATION ENTITLED CITY F SOUTH GATE ET AL. VS. CITY OF 5 LOS ANGELESt AL., LASC NO. BC 129447, COURT OF APPEAL N~ 2 D~CIV NO. B100019 a6 ~ ~ :`R~ e ities of Com ton L nwood South Gate and ~ ~ v P Y , Vernon and the Association for the Mitigation of Transportation 9 Impacts composed of the above-referenced four cities and taxpayers 10 Anita O. Aviles and Edward Saenz filed a complaint in the Los 11 Angeles Superior Court against the City of Los Angeles, Port of 12 Los Angeles, Board of Harbor Commissioners of the City of Los 13 Angeles, City of Long Beach,"~ Port of Long Beach, Board of Harbor. 14 Commissioners of the City of Long Beach raising, among other 15 issues,-the validity of the Third Amendment to the Joint Powers 16 Agreement between Los Angeles and Long Beach, which established 17 the Alameda Corridor Transportation Authority; and 18 WHEREAS, the litigation is presently pet`fding in the Court 19 of Appeal; and 20 WHEREAS, the Cities of Compton, Lynwood, South Gate, 21 Vernon, the Association, the City of Huntington Park, a city not a 22 party to the litigation, and the Southeast Cities Transportation 23 Authority ("SECTA"), an agency not a party to the litigation, wish 24 to make an offer of settlement to the defendants in this matter 25 which, if accepted, will completely settle this litigation; and 26 WHEREAS, the City of Huntington Park and SECTA are 27 parties to this Settlement Agreement in order to fully implement. 28 the settlement as proposed. 1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 2 CITY OF VERNON AS FOLLOWS: 3 SECTION l: The City Council of the City of Vernon does 4 hereby find and determine that the recitals contained hereinabove 5 are true and correct. 6 SECTION 2: The City Council of the City of Vernon hereby 7 approves the Settlement Agreement in the litigation entitled Citv 8 of South Gate, et al. vs. City of Los Angeles, et al., LASC No BC 9 129447, a copy of which has been presented to the City Council 10 concurrently with this resolution, and the City Council hereby 11 approves making a formal offer of such settlement to the 12 defendants in-the litigation where such offer of settlement will 13 expire on August 22, 1996. 14 SECTION 3: Upon receiving notification that all parties 15 to the Settlement Agreement have approved the Agreement, the Mayor 16 is authorized to execute the Agreement in twelve (12) 17 counterparts, and the City Attorney is authorized to file said 18 Agreement in court requesting the court to approve the settlement 19 and upon said court approval to fully implement the Settlement 20 Agreement pursuant to its terms. 21 SECTION 4: The City Clerk of the City of Vernon shall 22 certify to the passage of this resolution and thereupon and 23 thereafter the same shall be in full force and effect. 24 APPROVED AND ADOPTED this 30th day of July, 1996. 25 s/Leonis C. Malburg LEONIS C. M~LBURG, Mayor 26 ATTEST: 27 s/Bruce V. Malkenhorst 28 BRUCE V. MALKENHORST, City Clerk -2- 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ) 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being 5 6 Resolution No. 6826, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council 7 duly held on Tuesday, July 30, 1996, and thereafter was duly 8 signed by the Mayor of the City of Vernon. 9 10 s/Bruce V. Maikenhorst 11 BRUCE V. MALKENHORST, City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- 1 ' EXECUTION COPY 2 y 3 4 5 6 7 8 9 SETTLEMENT AGREEMENT AMONG THE CITY OF LONG BEACH, 10 THE BOARD OF HARBOR COMMISSIONERS OF THE CITY 11 OF LONG BEACH, THE CITY OF LOS ANGELES, THE 12 BOARD OF HARBOR COMMISSIONERS OF THE CITY OF LOS ANGELES, 13 THE CITIES OF COMPTON, HUNTINGTON PARR, 14 LYNWOOD, SOUTH GATE, AND VERNON, 15 THE ASSOCIATION FOR THE MITIGATION OF 16 TRANSPORTATION IMPACTS, 17 THE ALAMEDA CORRIDOR TRANSPORTATION AUTHORITY, 18 AND THE SOUTHEAST CITIES TRANSPORTATION AUTHORITY 19 RELATING TO THE CONSTRUCTION OF THE 20 ALAMEDA CORRIDOR TRANSPORTATION PROJECT AND 21 THE SETTLEMENT OF ISSUES RAISED IN 22 LOS ANGELES SUPERIOR COURT CASE NO. BC 129447 23 24 25 26 27 28 1 TABLE OF CONTENTS 2 PAGE 3 1. PARTIES 1 4 2. RECITALS . 1 2 . 1 ACTA 1 5 2.2 ACTA . 2 2.3 SECTA 2 6 2.4 The LB Harbor 2 2.5 The LA Harbor 2 7 2.6 Joint Powers Agreement . . . . , . 3 2.7 ACTA Governing Board 3 8 2.8 LB, and LA, LB Harbor and LA Harbor 3 2.9 Compton 3 9 2.10 HP . 4 2.11 Lynwood 4 10 2.12 SG . 4 2.13 Vernon 4 11 2.14 Compton, HP, Lynwood, SG•and.Vernon 4 2.15 Compton, Lynwood, SG, Vernon 4 12 2.16 The Ports and ACTA 5 2.17 Compton, Lynwood, SG, Vernon, Assoc., LB Board, LB 13 Harbor, LA Board, LA Harbor and ACTA 5 2.18 Settlement Negotiations 5 14 3. DEFINITIONS 5 15 3.1 SECTA Construction Claims Technical Committee 5 3.2 Fourth Amendment 5 3.4 EIS 6 17 3.5 Job Training 6 3.6 MOU 6 18 3.7 ROD 6 3.8. Association 6 19 4. AGREEMENT 7 20 4.1 The Cities agree 7 4.2 The Ports agree 10 21 4.3 ACTA agrees 15 4.4 SECTA agrees 16 22 4.5 Allocation of. Funds 17 23 5. PROHIBITION AGAINST LITIGATION 17 24 6. TERM OF AGREEMENT 18 25 7. NONPRECEDENT AND RESERVATION OF RIGHTS 18 7.1 Nonprecedent 18 26 7.2 Extent Settlement Agreement Constitutes Waiver of Rights 19 27 7.3 Non-Admission by Defendants 20 28 8. PREVIOUS COMMUNICATIONS 20 ~1) 1 9. NONSEVERABILITY 20 2 10. NONWAIVER OF CONTRACTUAL RIGHTS 20 3 11. NOTICES 21 4 12. RELATIONSHIP OF PARTLES 22 5 13. NO THIRD .PARTY RIGHTS 23 6 14. ASSIGNMENT 23 ~ 15. GOVERNING LAW AND REGULATIONS . . . . . . . . . 23 8 16. CONSTRUCTION OF AGREEMENT 23 9 17. CAPTIONS AND HEADINGS 24 10 18. SIGNATURE CLAUSE . 24 11 19. NUMBER OF ORIGINALS 24 12 20. TERMINATION . 25 13 21. GENERAL CONDITIONS 2 6 14 EXHIBIT oAn A - 1 15 EXHIBIT nBn B - 1 16 EXHIBIT ~~C~~ C - 1 17 EXHIBIT "D" D - 1 18 EXHIBIT nEn E - 1 19 EXHIBIT nFn F - 1 20 21 22 23 24 25 26 27 28 (ii) 1 1. PARTIES 2 The parties to this Settlement Agreement Agreement") are: 3 City of Long Beach ("LB") a California municipal corporation - 4 Board of Harbor Commissioners of the City of 5 Long Beach ("LB Board") the chief governing body and policy making entity of the Port of 6 Long Beach ("LB Harbor") and one of the departments of the City of Long Beach 7 City of Los Angeles ("LA") a chartered 8 California municipal corporation 9 Board of Harbor Commissioners of the City of Los Angeles ("LA Board") the chief governing 10 body and policy making entity of the Port of Los Angeles ("LA Harbor") 11 City of Compton ("Compton") a chartered 12 California municipal corporation 13 City of Huntington Park ("HP") a California municipal corporation 14 City of Lynwood ("Lynwood") a California 15 municipal corporation 16 City of South Gate ("SG") a California municipal corporation 17 City of Vernon ("Vernon") a chartered 18 California municipal corporation 19 Alameda Corridor Transportation Authority (".ACTA") a joint powers authority 20 Southeast Cities Transportation Authority 21 ("SECTA") a joint powers authority 22 Association for the Mitigation of Transportation Impacts ("Assoc.") 23 Each signatory is a "Party" and collectively they are the - 24 "Parties." 25 2. RECITALS 26 2.1 ACTA is a Joint Powers Authority created by a contract 27 dated August 31, 1989, between LB and LA and presently 28 1 1 includes Compton, HP, Lynwood, SG and Vernon as members 2 of its governing board. Such Authority was formed by 3 LA and LB pursuant to Government Code §6500 et sea. 4 2.2 ACTA is the proponent of the Alameda Corridor 5 Transportation Project (hereinafter "Project") and has 6 taken the following actions among others in furtherance ~ of the Project: 8 2.2.1 Certified a final Environmental Impact Report 9 ("EIR") in January 1993 prepared in accordance 10 with the California Environmental Quality Act. 11 2.2.2 Approved a final Environmental Impact 12 Statement ("EIS") prepared in accordance with 13 the National Environmental Policy Act for 14 submission to the U.S. Department of 15 Transportation. 16 2.3 SECTA, is a Joint Powers Authority created by Compton, 17 HP, Lynwood, SG and Vernon in a Joint Powers Agreement 18 effective on or about February 13, 1992. Such agency 19 was formed pursuant to Government Code §6500 et sea. 20 2.4 The LB Harbor is the chief governing body and policy 21 making entity for the Port of Long Beach. The LB 22 Harbor facilitates the movement of goods in trade and 23 commerce and has approved the construction of various 24 projects to expand the Port in order to expand its 25 capacity to facilitate the movement of goods in 26 interstate commerce. 27 2.5 The LA Harbor is the chief governing body and policy 28 making entity of the Port of Los Angeles. LA Harbor 2 1 facilitates the movement of goods in trade and 2 commerce. The Harbor has approved the construction of 3 various projects to expand its capacity to facilitate 4 the movement of goods in interstate commerce. 5 2.6 Joint Powers Agreement. 6 2.6.1 LB and LA entered into a Joint Exercise of 7 Powers Agreement ("JPA") on August 31, 1989. 8 They later entered into a first amendment to 9 said JPA on or about November 21, 1990; a 10 second amendment to said JPA on or about 11 October 23, 1991; and a third amendment to 12 said JPA on January, 1993. This JPA together -13 with its amendments created ALTA. 14 2.7 ACTA Governing Board. The chief governing body and 15 policy making entity of ACTA. The membership of the 16 ACTA Governing Board presently includes Compton, HP, 17 Lynwood, SG, Vernon, State of California Department of 18 Transportation ("CALTRANS"), Metropolitan 19 Transportation Authority ("MTA"), Los Angeles County,.. 20 LA Harbor, LB Harbor, the City of Carson, a councilman 21 from the Los Angeles Harbor District, and a councilman 22 from Long Beach. These entities were provided, 23 pursuant to the JPA, voting membership on the ACTA 24 Governing Board. 25 2.8 LB, and LA, LB Harbor and LA Harbor are collectively 26 referred to hereinafter as "Ports". 27 2.9 Compton, a chartered California municipal corporation, 28 is located north of the Ports and a portion of the 3 1 Project will be constructed within its boundaries. It 2 is presently a member of the ACTA Governing Board 3 pursuant to the JPA. 4 2.10 HP, a California municipal corporation, is located 5 north of the Ports and a portion of the Project will be 6 constructed within its boundaries. It is presently a 7 member of the .ACTA Governing Board pursuant to the JPA. 8 2.11 Lynwood, a California municipal corporation, is located 9 north of the Ports and a portion of the Project will be 10 constructed within its boundaries. It is presently a 11 member of the ACTA Governing Board pursuant to the JPA. 12 2.12 SG, a California municipal corporation, is located 13 north of the Ports and a portion of the Project will be 14 constructed within its boundaries. It is presently a 15 member of the ACTA Governing Board pursuant to the. JPA. 16 2.13 Vernon, a chartered California municipal corporation, 17 is located north of the Ports and a portion of the 18 Project will be constructed within its boundaries. It 19 is presently a member of the ACTA Governing Board 20 pursuant to the JPA. 21 2.14 Compton, HP, Lynwood, SG and Vernon will hereinafter be 22 collectively referred to as the "Cities" or 23 individually as City. 24 2.15 Compton, Lynwood, SG, Vernon and the Assoc. initiated 25 litigation in the Los Angeles Superior Court, Case No. 26 BC 129447 ("Lawsuit"), challenging the Third Amendment 27 to the JPA and, among other things, raised issues 28 regarding their .alleged right as members of the ACTA 4 1 Governing Board to vote on various matters affecting 2 ACTA. 3 2.16 The Ports and ACTA were served as defendants in the 4 lawsuit. 5 2.17 Compton, Lynwood, SG, Vernon, Assoc., LB Board, LB 6 Harbor, LA Board, LA Harbor and ACTA (the "Parties" to 7 the lawsuit) and HP desire to settle all controversies 8 relating to the lawsuit and to settle issues relating 9 to municipal revenue losses as provided in Section 5.2. 10 To further provide an appropriate process to consider, 11 determine and resolve construction-related claims and 12 the mitigation of adverse impacts during the 13 construction and operation of the Project. 14 2.18 Settlement Negotiations. The Parties to the lawsuit 15 and Parties to the Agreement who are not involved in 16 the lawsuit ("all Parties") have engaged in 17 confidential settlement negotiations, which 18 negotiations have resulted in a settlement between all 19 Parties, which is embodied in the terms and conditions 20 of this Agreement. 21 3. DEFINITIONS 22 3.1 SECTA Construction Claims Technical Committee. A 23 committee created by SECTA to investigate construction- - 24 related claims made by third parties and to propose 25 recommendations regarding these claims to SECTA. 26 3.2 Fourth Amendment. An agreement which modifies or 27 supersedes the existing JPA between the Cities of Los 28 Angeles and Long Beach which, among other things, 5 1 establishes a new composition~of the ACTA Governing 2 Board. 3 3.3 EIR. The Environmental Impact Report for the Alameda 4 Corridor which was prepared for the ACTA, and which was 5 certified in January 1993, by the ACTA Governing Board. 6 3.4 EIS. The Environmental Impact Statement for the Alameda 7 Corridor which was prepared for the ACTA and was 8 approved in the Record of Decision. 9 3.5 Job Training. Training to be provided to residents of 10 the Cities with the intent to qualify such inhabitants 11 for Project jobs. 12 3.6 MOU. The Memorandum of Understanding of December 22, 13 1994, which sets forth the terms for a joint operating 14 agreement to be entered into among (i) the Southern 15 Pacific Transportation Company; (ii) the Atchison, 16 Topeka & Railway Company; (iii) the Pacific Railroad 17 Company; (iv) LA, acting by and through the LA Port; 18 (iv) LB, acting by and through the LB Port. 19 3.7 ROD. The May 6, 1996, Record of Decision provided by 20 the U.S. Department of Transportation Federal Highway 21 Administration and Federal Railroad Administration, 22 regarding the EIS for the Alameda Corridor Project. 23 3.8. Association. The Association for the Mitigation of - 24 Transportation Impacts of Ports Expansion,. an 25 unincorporated association, which was formed by the 26 cities of SG, Vernon, Compton and Lynwood for the 27 purpose of asserting the rights alleged in the 28 complaint in LASC Case No. BC 129447. 6 1 4. AGREEMENT 2 4.1 The Cities agree as follows: 3 4.1.1 To support the timely construction of the 4 Project. 5 4.1.2 To make a decision: (i) within sixty (60) days 6 after an application is deemed complete; or ~ (ii) within one hundred and fifty days (150) 8 after the application is filed, even though it 9 may be incomplete; or (iii) within thirty (30) 10 days after receiving a written notice to make 11 such a decision where such notice can be made 12 one hundred and .twenty (120) days after the 13 application is filed; when ACTA makes a 14 specific application to obtain either of the 15 following: (1) an encroachment permit; (2) a 16 building permit; (3) a request for a joint 17 easement for sharing of right-of-way; and (4) 18 a permit or entitlement (including, but not 19 limited to, street closures, lane closures, 20 the approval of staging areas, hours of 21 construction and access to water) needed by 22 ACTA in order to accommodate the construction 23 of the Project if ACTA pays all costs 24 reasonably necessary for each city to make a 25 timely decision, which such costs shall 26 include the cost to retain consultants to 27 assist the city or city staff in making any 28 determinations necessary to make a decision on 7 1 a permit application. 2 4.1.2.1 That when making a discretionary 3 decision on permits, to exercise 4 such discretion in the granting of 5 such permits related to the Project 6 consistent with the standards ~ followed by the City of Los Angeles 8 when providing. such similar permits 9 for the Project to the extent that 10 such limitation is legally 11 permissible. 12 4.1.3 To provide to the SECTA Construction Claims 13 Technical Committee a staff individual or 14 individuals with appropriate technical 15 expertise from each City to attend all 16 meetings of the SECTA Construction Claims 17 Technical Committee subject to reimbursement 18 for the cost incurred for such employee, 19 including fringe benefits and overhead. 20 4.1.4 To provide to the Project Development 21 Committee ("PDC") a staff individual or 22 individuals with technical expertise from each 23 city to attend all meetings of the PDC, 24 subject to reimbursement for the costs 25 incurred for such individual, including fringe 26 benefits and overhead. 27 4.1.5 To support a Fourth Amendment to the Joint 28 Powers Agreement to be enacted by the Cities 8 1 of LA and LB which will, among other things, 2 provide the following: 3 4.1.5.1 Establish a new composition of the 4 ACTA Governing Board. The Cities 5 will .not object if they are not 6 given a position on the new 7 Governing Board. 8 4.1.5.2 To formally acknowledge SECTA as an 9 advisor to ACTA in the construction 10 of the Alameda Corridor. To further 11 provide that the ACTA Governing 12 Board will meet with the SECTA 13 Governing Board on at least a 14 quarterly basis and as otherwise 15 necessary to review the progress of 16 Project construction. 17 4.1.5.3 Establish the PDC, as further 18 described in Exhibit "C" 19 (incorporated by this reference as 20 though fully set forth herein), with 21 the authority to make a 22 recommendation to the ACTA Governing 23 Board. on all the issues relating to _ 24 (1) construction scheduling; and (2) 25 mitigation. The intent of creating 26 the PDC is to provide a forum for 27 PDC members and SECTA to present and 28 resolve issues and facilitate the 9 1 expeditious development of the 2 Project. 3 4.1.6 To dismiss the Lawsuit with prejudice with 4 each Party bearing its own costs. 5 4.1.7 Cities accept the following conditions: 6 4.1.7.1 Cities agree not to institute or 7 finance an action challenging the 8 LA/LB approval and execution of the 9 Fourth Amendment if it is consistent 10 with Section 4.1.5 of this 11 Agreement. 12 4.1.7.2 Cities will support funding requests 13 to the "MTA" and other state and 14 federal sources for the Project. 15 4.1.7.3 Cities will support the timely 16 construction of the Alameda 17 Corridor. 18 4.1.7.4 Cities agree not to file, or finance 19 any legal action, challenging the 20 Record of Decision on the EIS. 21 4.2 The Ports agree as follows: 22 4.2.1 To support the timely construction of the 23 Project. 24 4.2.2 To make the payment of any third party 25 construction-related claim which is determined 26 to be eligible for payment, including the cost 27 of the mediation procedure provided for in 28 Exhibit "D" (incorporated by this reference as 10 1 though fully set forth herein) to this 2 Agreement. 3 4.2.3 That items 1-13 in Exhibit "A" (incorporated 4 by this reference as though fully set forth 5 herein) are Project construction impacts which 6 must be mitigated as Project construction ~ impacts and the costs associated with such 8 mitigation are .Project costs and to make the 9 payment of such costs. 10 4.2.4 In the event-that disagreements arise between 11 ACTA, and SECTA or a City, concerning: (1) 12 contractors' compliance with permits, EIR/EIS 13 mitigation measures, or other previously 14 agreed upon mitigation measures; or (2) the 15 adequacy of the mitigation measures (a) set 16 forth in any permit, (b) meeting the 17 requirements of the EIR/EIS, or (c) any other 18 previously agreed upon mitigation measures 19 including the items detailed on Exhibit "A", 20 then such disagreements shall be submitted to 21 the PDC. The PDC will evaluate the issue and 22 make a recommendation to ACTA as described in 23 Section 4.1.5.3. ACTA shall enforce 24 contractors' compliance with any such item. 25 4.2.5 To provide SECTA with an administrative and 26 technical staff in order to enforce the 27 provisions in this Agreement. Therefore, to 28 provide funding to the extent provided for 11 1 herein by making a payment to SECTA, on or 2 before April 15 each year. The first annual 3 payment to SECTA for such purpose shall be 4 made within thirty (30) days of the Parties' 5 execution of this Agreement.. Thereafter, each 6 additional annual payment referred to herein ~ shall be made on or before April 15 of the 8 respective year. The final payment for such 9 activity shall be made on or before April 15, 10 2000, which shall fund SECTA's operation 11 through April 15, 2001. The annual payment to 12 be provided in the first year shall be 13 $350,000. Payments after the first year, are 14 specified in the attached Exhibit"B" 15 (incorporated by this reference as though 16 fully set forth herein) and are intended to 17 offset the effects of inflation. 18 4.2.6 To make the payment of an annual committee fee 19 to SECTA in the same time periods provided for 20 in 4.2.5. To fund the expenses associated with 21 the SECTA Construction Claims Technical 22 Committee. This fee shall be equal to $225,000 23 the first year. Payments after the first year - 24 are specified in the attached Exhibit "B" and 25 are intended to offset the effects of 26 inflation. SECTA will use a portion of such 27 funds to reimburse the Cities for the cost of 28 City engineering staff who will attend such 12 1 Committee meetings. The Construction Claims 2 Technical Committee shall be formed within 3 thirty (30) days of the execution of this 4 Agreement. Any and all consultants retained 5 to work for such Committee shall be approved 6 by the Governing Board of SECTA. 7 4.2.7 To make the payment of an annual PDC technical 8 support fee to SECTA in the same time periods 9 provided for in Section 4.2.5. This fee shall 10 be equal to $225,000 the first year. Payments 11 after the first year are specified in the 12 attached Exhibit "B" and are intended to 13 offset the effects of inflation. The fee 14 shall be used to fund the expenses associated 15 with SECTA participation in the PDC. SECTA 16 will use a portion of such funds to reimburse 17 the Cities for the cost of city engineering 18 staff who will attend the PDC meetings. 19 4.2.8 To make the payment on April 15 of each year 20 of an annual economic development fee to SECTA 21 for seven (7) years. The first annual payment 22 to SECTA for such purpose shall be made within 23 thirty (30) days of the Parties' execution of 24 this Agreement. The final annual payment for 25 such activity shall be made on April 15, 2002, 26 which shall fund such activity through April 27 15, 2003. The annual payment to be provided in 28 the first year shall be $400,000. Payments in 13 1 future years of economic development fees are 2 specified in the attached Exhibit "B" and are 3 intended to offset the effects of inflation. 4 Such economic development fees shall be used 5 by SECTA within the five (5) cities to promote 6 economic development along the Alameda 7 Corridor Transportation Project. 8 4.2.9 To make payment of an annual Job Training. fee 9 to SECTA for allocation to Job Training 10 programs in the same time periods provided for 11 in Section 4.2.5. This fee shall be equal to 12 $225,000 the first year. Payments in future 13 years are specified in the attached Exhibit 14 "B" and are intended to offset the effects of 15 inflation. 16 4.2.10 To make payments of the following sums which 17 Cities agree to accept each year as complete 18 payment for the anticipated loss of sales tax, 19 business license revenues, utility tax and 20 property tax revenues which Cities allege will 21 be adversely impacted by the Project prior to 22 and during construction, for the time periods 23 specified in Section 5.2 and such sums shall- 24 be paid to each city in the same time periods 25 provided for in Section 4.2.5: 26 Compton $625,000 per year 27 Lynwood $200,000 per year 28 HP $400,000 per year 14 1 SG $200,000 per year 2 Vernon $200,000 per year 3 4.2.11 To make payment to Vernon of a miscellaneous 4 settlement payment of $600,000 within thirty 5 (30) days of the Parties' execution of this 6 Agreement. 7 4.3 ACTA agrees as follows: 8 4.3.1 To the extent it has funding available to it 9 to pay all costs provided for in 4.1.3, 4.1.4, 10 4.1.6, 4.2.2, 4.2.3, 4.2.4, 4.2.5, 4.2.6, 11 4.2.7, 4.2.8, 4.2.9, 4.2.10 and 4.2.11. 12 4.3.2 That it shall (i) direct the Alameda Corridor 13' Engineering Team ("ACET") to provide for-the 14 distribution of appropriate technical studies 15 to provide to the SECTA Construction Claims 16 Technical Committee, the ACTA and SECTA 17 Governing Boards, PDC and ERP in order to 18 monitor, identify and establish mitigation 19 measures relating to the Project. 20 4.3.3 To enforce the provisions of the MOU provided, 21 that the Cities and SECTA agree that this 22 provision in and of itself does not confer any 23 rights upon the Cities or SECTA to object to 24 any subsequent amendments to the MOU. 25 4.3.4 To direct ACET to prepare a traffic management 26 plan in consultation with each City and to 27 file copies of all construction plans with 28 each City for those portions of the Project. 15 1 which will be built in said City. 2 4.3.5 To use rail transportation rather than trucks 3 to the extent that it is practical and 4 financially feasible, subject to all 5 applicable state, federal and local rules and 6 regulations, the permit process, the EIS and 7 the EIR to move contaminated earth from the 8 right-of-way. 9 4.3.6 To direct ACET to prepare a plan in 10 consultation with SECTA and to obtain the 11 approval of SECTA prior to engaging in such 12 activities relating. to the Project in any 13 City: 14 (i) Community relations. 15 (ii) Public outreach. 16 (iii) Public communications plans. 17 4.4 SECTA agrees as follows: 18 4.4.1 To support the timely construction of the 19 Project. 20 4.4.2 To support efforts to obtain funding for the 21 Project. 22 4.4.3 To create and implement the SECTA Construction 23 Claims Technical Committee.. 24 4.4.4 To support the PDC and to assist-the PDC in 25 creating and implementing mitigation measures 26 provided for in the EIR/EIS in respect to 27 Items 1-13 in Exhibit "A". 28 4.4.5 To support the mediation procedures provided 16 1 for in Exhibit "D" and the arbitration 2 procedures provided for in Exhibits "E" and 3 "F" (incorporated by this reference as though 4 fully set forth herein). 5 4.5 Allocation of Funds. It is understood that the Cities 6 are responsible for the allocation of the funding 7 amounts provided for herein. Such allocation provided 8 for in Exhibit "B" identifies the recipient of each fund... 9 and the purpose for which the funds are to be used. For 10 purposes of applying the release language in Section 11 5.3, all Parties hereto agree to such allocations. 12 Further, all Parties agree that the payment of said 13 funds by the Ports or ACTA, are Project costs for 14 purposes which are related to the planning, construction 15 and implementation of the Project. However, the Ports 16 and ACTA hereto disclaim any responsibility for the 17 allocation other than to agree that the total sum paid 18 pursuant to this Agreement is paid to support the 19 Project. 20 5. PROHIBITION AGAINST LITIGATION 21 5.1 No Party shall institute, maintain, or prosecute any 22 action or any claim or contention in any action, at law 23 or in equity against each other, or any proceeding or _ 24 other claim for damages or relief against each other, 25 based in whole or in part on the issues raised in -the 26 lawsuit. Except that a Party may initiate litigation if 27 necessary to enforce the terms and Condit-ions of this 28 Agreement. 17 1 5.2 The Cities and-SECTA agree to release and forever 2 discharge ACTA or any successor thereto and LA, and LB, 3 the LA Harbor, LB Harbor, LA Board and LB Board for all 4 losses of municipal revenue resulting from sales tax, 5 business license, utility tax and property tax suffered 6 by the Cities as a result of the planning and ~ construction of the Project for the seven (7) year 8 period from July 1, 1996 through June 30, 2003. 9 5.3 To the extent that LA, LB, LA Harbor, LB Harbor, the LB 10 Board the LA Board or ACTA is required pursuant to an 11 order, of a court of competent jurisdiction, or a 12 funding agency for the Project to pay to either the 13 Cities or SECTA any money to fund any of the matters 14 provided for in Exhibit "B," the Cities and SECTA 15 further agree to provide a credit against any such order 16 for the amount of the funds paid which are specified in 17 Exhibit "B" in accordance with the categories provided 18 for therein. 19 6. TERM OF AGREEMENT 20 This Agreement shall be deemed to be effective as of July 1, 21 1996. 22 NONPRECEDENT AND RESERVATION OF RIGHTS 23 7.1 Nonprecedent. None of the principles or-the 24 methodologies underlying this Agreement shall be deemed 25 by .any Party as binding precedent in any other 26 proceeding or litigation except to the extent 27 specifically .stated herein. Moreover, by entering this 28 Agreement, the Parties do not expressly or implicitly 18 1 concede that. the principles underlying this Agreement 2 are correct. The Parties have assented to the 3 principles underlying this Agreement in order to arrive 4 at the settlement embodied in this Agreement. The 5 Parties expressly reserve the right to advocate in 6 current and future proceedings (except where 7 participation in such proceedings or such advocacy is 8 prohibited elsewhere in this Agreement) principles and 9 positions which may be different than those underlying 10 this Agreement, and the Parties expressly declare that 11 this Agreement should not be construed as a precedent 12 for or against any of them in such advocacy. 13 7.2 Extent Settlement Agreement Constitutes Waiver of 14 Rights. All Parties agree that nothing provided in this 15 Agreement shall be construed as a waiver of any claim or 16 right to seek, on the basis of either law or equity, 17 before any judicial, administrative, or governmental 18 forum or before any arbitrator or arbitration panel the 19 modification, amendment, extension, cancellation, or 20 termination of any contract between them. Except as 21 specifically set forth herein, the Parties agree that 22 the fact of having entered into this Agreement shall not 23 in any way alter, amend, change or terminate any such _ 24 right or claim or provide any defense thereto. Further, 25 all Parties agree that the execution of this Agreement 26 or the pursuit of any course of conduct under this 27 Agreement shall not be introduced as evidence or used 28 for any purpose in any judicial, administrative, or 19 1 governmental forum or before any arbitrator or 2 arbitration panel, except to enforce the terms and 3 conditions of this Agreement. 4 7.3 Non-Admission by Defendants. By its execution of this 5 Agreement, Defendants (LA, LB, LA Harbor, LB Harbor, LA 6 Board, and LB Board) do not admit to any allegations 7 relating to any of their activities including, but not 8 limited to, those raised by the Plaintiffs in Los 9 Angeles Superior Court Case No. BC 129447. 10 8. .PREVIOUS COMMUNICATIONS 11 8.1 This Agreement reflects the entire agreement and 12 understanding among the Parties as to the subject matter 13 of this Agreement, and supersedes all prior agreements, 14 commitments, representations, and discussions among the 15 Parties. 16 9. NONSEVERABILITY 17 9.1 All Parties understand and agree that this Settlement 18 ~ Agreement is subject to each and every condition set 19 forth herein, and each term of this Settlement Agreement 20 is in consideration and support of every other term, 21 therefore, the various provisions of this Agreement are 22 not severable. 23 10. NONWAIVER OF CONTRACTUAL RIGHTS 24 10.1 The failure of any Party to insist promptly in any one 25 or more instances upon strict performance of any 26 provision of this Agreement, or to enforce any of its 27 rights, shall not be construed as a waiver of any such 28 provision or the relinquishment of any such rights. 20 1 11. NOTICES 2 11.1 Any formal notice, demand or request provided for in 3 this Agreement, or served, given or made in this 4 Agreement, or served, given or made in connection with 5 it, shall be in writing and shall be .deemed properly 6 served, given or made if delivered in person or sent by 7 United States, mail, postage prepaid, to the person 8 specified below: 9 To ACTA: Attention: Gil V. Hicks General Manager 10 One Civic Plaza, Suite 435 Carson, California 90745 11 12 To SECTA: Attention: Albert Robles General ManacLer 13 11330 Bullis Road Lynwood California 90262 14 15 To COMPTON: Attention: Howard Caldwell City Manager 16 205 S. Willowbrook Avenue Compton CA 90220 17 To HUNTINGTON 18 PARK: Attention: Don Jeffers City Administrator 19 6550 Miles Avenue Huntington Park, California 90255 20 To LYNWOOD: Attention: Faustin Gonzales 21 City Manager 11330 Bullis Road 22 Lynwood CA 90262 23 To SOUTH GATE: Attention: Ronald P. George City Manager. 24 8650 California Avenue South Gate, California 90280 25 To VERNON: Attention: Bruce V. Malkenhorst 26 City Administrator 4305 Santa Fe Avenue 27 Vernon, California 90058 28 21 1 To LOS ANGELES: Attention: Keith Comrie 2 City Administrative Officer 200 North Main Street, Room 300 3 Los Angeles, California 90012 4 To LA BOARD: Attention: Ezunial Burts Port of Los Angeles 5 Post Office Box 151 San Pedro, California .90733 6 To LONG BEACH: Attention: James C. Hankla ~ City Manager 333 West Ocean Blvd.., 13th Floor 8 Long Beach California 90802 9 To LB BOARD: Attention: Steve Dillenbeck Port of Long Beach 10 Post Office. Box 570 Long Beach, California 90801 11 12 10.2 Any Party may at any time and from time to time, by 13 notice to each other Party,. change the designation or 14 address of the person so specified as the one to receive 15 notices pursuant to this Agreement. 16 12. RELATIONSHIP OF PARTIES 17 12.1 The covenants, obligations and liabilities of the 18 Parties are intended to be several and not joint or 19 collective. Nothing contained in the Agreement shall be 20 construed to create an association, joint venture, 21 trust, agency, or partnership. Each Party shall be 22 individually responsible for its own covenants, 23 obligations and liabilities as provided in this 24 Agreement. No Party shall be under the control of or 25 shall be deemed to control another Party. No Party 26 shall be the agent of or have a right or power to bind 27 another Party without such other Party's express written 28 consent. 22 1 13. NO THIRD PARTY RIGHTS 2 13.1 The Parties do not intend to create rights in, or to 3 grant remedies to, any third party as a beneficiary of 4 this Agreement or of any duty, covenant, obligation or 5 undertaking established herein, except as specifically 6 set forth herein. 7 13.2 By entering into this Agreement, Defendants do not hold 8 themselves out to provide like or similar benefits to 9 any third party. 10 14. ASSIGNMENT 11 14.1 No Party shall assign or otherwise transfer this 12 Agreement, or its right or interest or any part thereof 13 to any third party, without the prior written consent of 14 each other Party except as set forth herein. Such 15 consent shall not be unreasonably withheld. No 16 assignment of this Agreement shall relieve the assigning 17 party of its obligations until such obligations have 18 been assumed in writing by the assignee. When duly 19 assigned in accordance with the .foregoing, this 20 Agreement shall be binding upon and inure to the benefit 21 of the assignee. 22 15. GOVERNING LAW AND REGULATIONS 23 15.1 This Settlement Agreement shall be interpreted, 24 governed, and construed under the laws of the State of 25 California as if executed in and to be performed wholly 26 within the State of California. 27 16. CONSTRUCTION OF AGREEMENT 28 16.1 Ambiguities or uncertainties in the wording of this 23 1 Agreement shall not be construed for or against the 2 Parties, but shall be construed in a manner that most 3 accurately reflects the intent of the Parties, as 4 expressed herein, when this Agreement was executed and 5 is consistent with the nature of the rights and 6 obligations of the Parties with respect to the matter 7 being construed. 8 17. CAPTIONS AND HEADINGS 9 17.1 All captions and headings appearing in this Agreement 10 are inserted to facilitate reference and shall not 11 govern the interpretations hereof. 12 1g, SIGNATURE CLAUSE- 13 18.1 The signatories hereto represent that they have been 14 appropriately authorized to enter into this "SETTLEMENT 15 AGREEMENT AMONG THE CITY OF LONG BEACH, THE BOARD OF 16 HARBOR COMMISSIONERS OF THE CITY OF LONG BEACH, THE CITY 17 OF LOS ANGELES, THE BOARD OF HARBOR COMMISSIONERS OF THE 18 CITY OF LOS ANGELES, THE CITIES OF COMPTON, HUNTINGTON 19 PARK, LYNWOOD, SOUTH GATE, AND VERNON, THE ASSOCIATION 20 FOR THE MITIGATION OF TRANSPORTATION IMPACTS, THE 21 ALAMEDA CORRIDOR TRANSPORTATION AUTHORITY,AND THE 22 SOUTHEAST CITIES TRANSPORTATION AUTHORITY RELATING TO 23 THE CONSTRUCTION OF THE ALAMEDA CORRIDOR TRANSPORTATION 24 PROJECT AND THE SETTLEMENT OF ISSUES RAISED IN LOS 25 ANGELES SUPERIOR COURT CASE NO. BC 129447" on behalf of 26 the Party for which each signs. 27 19. NUMBER OF ORIGINALS 28 19.1 This Settlement Agreement is executed in twelve (12) 24 1 counterparts, each of which shall be deemed to be an 2 original. 3 20. TERMINATION 4 20.1 Either Party may given written notice to the other Party 5 of termination of this Agreement, if, after the 6 effective date of this Agreement: 7 (i) any court of competent jurisdiction issues a 8 final order (an order no longer subject to 9 judicial review) which materially modifies 10 this Agreement in such a manner that either 11 Party is required to incur new or different 12 obligations not expressly provided herein or 13 that either Party is relieved, for whatever 14 reason, of any obligation expressly provided 15 herein; or 16 (ii) The Ports or ACTA or a successor agency is 17 - unable to obtain funding within two and one 18 half (2 2) years from the date the court 19 approves the Agreement to construct at least 20 seventy percent (70%) of the Project and does 21 not construct the Project. This provision will 22 not affect any amounts already paid pursuant 23 to this Agreement. _ 24 (iii) All the duties and obligations provided for in 25 this Agreement have been fully discharged and 26 have expired. 27 20.2 Such notice shall be given no later than ninety (90) 28 days after such final order or event. The Parties 25 1 shall, within thirty (30) days after such notice, 2 commence negotiations to attempt in good faith to 3 renegotiate the terms and conditions of this Agreement 4 so as to restore the original balance of benefits and 5 burdens contemplated by the Parties when they executed 6 this Agreement. If this new agreement cannot be 7 negotiated within one hundred eighty (180) days after 8 the commencement of such negotiations, unless the 9 Parties agree upon an extension, either Party may file 10 with a court of competent jurisdiction a petition to 11 reform the Agreement. Payments provided for in this 12 Agreement may be suspended thirty (30) days after 13 receipt of such notice. This Agreement shall not 14 terminate until a final order of the court is issued 15 which approves either (1) a new agreement or (2) 16 terminates the Agreement. 17 20.3 In the event the court orders the termination of the 18 Agreement: 19 (a) This Agreement shall not be binding on any Party; 20 (b) The Parties shall in such event be deemed to have 21 reserved all their respective rights in any 22 proceedings settled in said Agreement; and 23 (c) This Agreement shall not be part of the record in 24 any proceedings, and all discussion and negotiation 25 thereon shall be privileged. 26 21. GENERAL CONDITIONS 27 21.1 This Agreement is conditioned expressly upon the 28 approval or acceptance of the Superior Court of Los 26 1 Angeles, or the Appellate Court if required, without a 2 reservation, change, modification, or deletion 3 unacceptable to any Party. "Approval or acceptance" as 4 used in this Agreement refers to a final order of the 5 court which is no longer subject to judicial review. 6 21.2 This Agreement is made upon the explicit understanding ~ that it constitutes a negotiated settlement and that .all 8 offers of settlement and discussions relating thereto 9 are and shall be privileged and shall be without 10 prejudice to the position of any Party. In the event 11 that the court does not by order accept this Agreement, 12 the Agreement shall be deemed withdrawn and shall not 13 constitute part of the record in any proceeding or be 14 used for any other purpose. 15 21.3 Upon any breach of this Agreement, any Party may seek 16 whatever remedy it deems appropriate including, but not 17 limited to, reformation, rescission, termination, or 18 damages. 19 .21.4 No Party to this Agreement shall have a right to 20 withdraw from the Agreement unless and until the court 21 enters an order failing to approve this Agreement as 22 filed. 23 21.5 Except as otherwise specifically provided for herein, 24 this Agreement, whether or not approved, shall not be 25 offered as an admission or as evidence in any 26 legislative, administrative, .regulatory, or judicial 27 proceeding and shall not constitute an adjudication of 28 any question of law or fact for or against any Party. 27 1 IN WITNESS WHEREOF, the Parties execute this Settlement 2 Agreement as of the day of ,-1996. 3 CITY OF LONG BEACH 4 BY: 5 TITLE: 6 DATE: 7 ATTEST: 8 BY: 9 TITLE: 10 APPROVED AS TO FORM: 11 BY: 12 TITLE: 13 Seal• 14 15 BOARD OF HARBOR COMMISSIONERS 16 OF THE CITY OF LONG BEACH 17 BY: 18 TITLE: DATE: 19 ATTEST: 20 BY: 21 TITLE: 22 23 APPROVED AS TO FORM: 24 gy; 25 TITLE: 26 Seal• 27 28 28 1 CITY OF LOS ANGELES 2 gy• 3 TITLE: DATE: 4 ATTEST: 5 BY: 6 TITLE: 7 8 APPROVED AS TO FORM: 9 BY: 10 TITLE: 11 Seal• 12 13 BOARD OF HARBOR COMMISSIONERS OF THE CITY OF LOS ANGELES 14 BY: 15 TITLE: 16 DATE: 17 ATTEST: 18 BY: 19 TITLE: 20 APPROVED AS TO FORM: 21 BY: 22 TITLE: 23 Seal• 24 25 26 27 28 29 1 CITY OF COMPTON 2 BY: 3 TITLE: DATE: 4 ATTEST: 5 BY: 6 TITLE: 7 8 .APPROVED AS TO FORM: 9 By; 10 TITLE: 11 Seal• 12 13 CITY OF HUNTINGTON PARK 14 By: 15 TITLE: DATE: 16 ATTEST: 17 BY• 18 TITLE: 19 20 APPROVED AS TO FORM: 21 By; 22 TITLE: 23 Seal• - 24 25 26 27 28 30 1 CITY OF LYNWOOD 2 BY: 3 TITLE: DATE: 4 ATTEST: 5 BY: 6 TITLE: 7 8 APPROVED AS TO FORM: 9 BY: 10 TITLE: 11 Seal• 12 13 CITY OF SOUTH GATE 14 BY: 15 TITLE: DATE: 16 ATTEST: 17 BY: 18 TITLE: 19 20 APPROVED AS TO FORM: 21 BY: 22 TITLE: 23 Seal• 24 25 26 27 28 31 1 CITY OF VERNON 2 By. LEONIS C. MALBURG 3 TITLE: Mayor 4 ~ DATE: 5 ATTEST: 6 BY: BRUCE V. MALKENHORST 7 TITLE: City Clerk 8 9 APPROVED AS TO FORM: 10 By; DAVID B. BREARLEY 11 TITLE: City Attorney 12 Seal° 13 14 ALAMEDA CORRIDOR TRANSPORTATION 15 AUTHORITY 16 BY: 17 TITLE: DATE: 18 ATTEST: 19 BY: 20 TITLE: 21 22 APPROVED AS TO FORM: 23 By; - 24 TITLE: 25 Seal• 26 27 28 32 ` 1 SOUTHEAST CITIES TRANSPORTATION 2 AUTHORITY BY: 3 ALBERT ROBLES TITLE: General Manager 4 DATE: 5 ATTEST: 6 By; HILARIO GONZALES 7 TITLE• Secretary 8 APPROVED AS TO FORM: 9 BY: 10 DAVID B. BREARLEY TITLE: Legal Counsel 11 12 THE ASSOCIATION FOR THE MITIGATION OF TRANSPORTATION 13 IMPACTS 14 BY: 15 City of Compton 16 BY: 17 City of Lynwood 18 BY: 19 City of South Gate 20 BY• 21 City of Vernon 22 23 ~ 24 25 26 27 28 33 I 1 EXHIBIT "A" 2 CLASSIFICATION OF MITIGATION IMPACTS AND CONSTRUCTION ISSUES 3 MITIGATION IMPACTS 4 5 1. Truck traffic rerouting 6 2. Car traffic rerouting ~ 3. Rail traffic rerouting 8 4. Pedestrian traffic rerouting g 5. Contaminated soil 10 6. Contaminated properties adjoining the Project 11 Vibration 12 8. Noise 13 g, Light and glare 14 10. Erosion 15 11. Surface runoff; flooding 16 12. Dewatering 17 13. Fugitive dust 18 THIRD PARTY CONSTRUCTION-RELATED CLAIMS SUBJECT TO MEDIATION 1g 1. Physical and structural damage to business or property, and 20 personal injuries to individuals (claims for personal injury 21 submitted to ACTA or the Ports which are not settled or 22 processed by contractors or subcontractors or their insurance 23 carriers). 24 2. Loss of business revenue due to: 25 a. Loss of customers. 26 b. Loss of production. 27 c. Inability to move product or raw materials. 28 3. Claims for business loss based upon legal precedent A - 1 1 enforceable at the-time the claim is made. 2 MISCELLANEOUS PUBLIC SERVICE IMPACTS WHICH MUST BE MITI-GATED 3 1. Avoid exposing the cities to the loss of municipal revenues 4 including, but not limited to, sales tax and business license 5 revenue which exceeds the sums provided for in 4.2.12. 6 2. Avoid restricting the provision of governmental services (for 7 example: school, police, fire and emergency ambulance). 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A - 2 H t!~ Cn H'T1 d L=J'=J -~K ~ n ~ ~ n n hi rra hi o t~~ n ~ m ~ ~ rom ~•o o ~ ~o ~ m H C~bd a ~ C O ~ C7m rr~ a ~ ~ ~ ~ ~ H H N• f-L (D ~ f.Z C7 O F-'- ~ W N• (!I ~L N• p, H o~~ parr ~ ro ro~ N•W rtfic-rro~ ~G~ n m~ o ~r ~ ~•~•c~n on act ~i ~C rn (D rn O O (D O r-n ~ rt rn N K rn ~i o ~ o ~•o ~~•o ao ~ z ~ rr ~ ~ ~ ~ rtw~ n H a ~r rr a c ~ ~ m ~ ~ N N ~ ~ ~ ~ {n ~0~~ .P .P N .A N N W Ol U1 (I1 U1 O N N l tl \ trJ 0 0 0 o v, u, o ~o z r J H 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O o 0 0 0 N N ~ i/t i!} iR ~ ~ 0 l0 Ul N .P N N W ~l ~ ~ ~ ~ U1 O dl F-' W W Ol \ L=J 0o ao o rn ~ ~ ~ z r oo y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ ~ ~ ~ •cn {n ~ ~ o ~ ~ox?cz ro N 61 ~l W .P .A ~l \ L=1 ~ fC rn o0 o N w w oo ~ H r ~ X w w ,A rn w w v, z x bd N N O .P 01 O~ Ol I-j H O O O O O O O W ~ H ~ •ca ~ ~ ~ ~ {n ~ ~ HO H N rn N ~ bd u W o ~ v v o Nzr ~ = v N N ~ w w w o ff H o ~ W O N l0 O O J O ~J ~ (71 F' ~ ~ ~ o O N N Ol Ol .P .P N ~ i/? ih i/? i/? iJt NO ~ r' o?cz 00 01 N ~P N N .P \ ~J ',b Ul cD l0 d1 Ol 0~ O N 7.a r w ~ N v w w ~o o ff o Ol N .P lfl N N .p N ~ 01 l0 01 .P N f•~ Ul O J lTl Ul ~P 00 00 O ,ro i/~ i/? N ro ~ OrC,~ w .P .P \ L=J .P 00 OJ N z r o rn rn off 0 W Ol 01 N hrJ N Ol Ol ~ l0 N N ,ro O O FC, 7i 00 (Jl lJl \ L=1 .P O O N z r ~ ~ ~ off 0 ~ ~ N w ~ U1 N N ~ J ~ O ~ ~ ~o~ ~o~~o om~ C] J ~i r5' ri ~ ~ ~ ~ ~ ~ ~i Ct N ~ ro o ~~•o c+ c~ ~~m N•oct ~ goo ~•cu~ a ui ~ a`c~+sz~ a`~ ~c ~ a ~o i m ~ ~o o c~t~ ~ ~ ro m ~ ~b~ H C ~ w Cr Cwcn r ~ ~ ~ o ~ cat rn N 1-~ i/} ~fR lfl O ~oz~cz N Ol N N .A N Ol Ol Ol 'f~ C~ N N O O O O N O \ ~J cn v1 0000tH o ~ zr J H 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 w N ~ ~?cz W 61 NN.PNOI JF,3,'Ca Ul N OOOON \trJ',D~ o cn 0000tH ~ozr o y 0 0 0 0 0 0 0 0 0 00000 ~ ,,d 0 0 00000 O:~ ~ k ~ ~ ~ X ~ c~71 Imo-' ~ ~ ~ ~ fH!] H ~KZ ~ ~ .P O1 N N .P N O1 OJ ~ C.," H H N J N 0000 N \~J',D~ O cn v1 oooo~rl ~zr ~ H C~ aj O O O O O O O H 0 0 00000 hi H 0 0 0 0 0 0 0 O H tai ~ ~ ~ ~ ~ v N ~ K Z NCV.PNd1 10',3',0 I-' 61 0 0 0 0 N \ rrJ ',D~ O N 0000(71 N7.r o cn - ~ o H 00000 0 0 0 00000 o~i 0 0 0 0 0 0 0 O 0 o xl ~ ~n ~ o ~ 0o N oKZ NN.PN01 O'~,C, J O> 0000 N \~J'~ N N O O O O (Jl N 7, r cn cn ~ ~ ~ o H 00000 0 0 0 00000 0 0 0 0 0 0 0 O 0 0 ;d ~ ~ ~ ~ OH 00 0o NNNI-~w H N 0000~ rn r N N O O O O N O Ul 171 OOOOUI O O O O O O O O O O O O O O O O O O O O O O O O O 1 EXHIBIT "C" A 2 Project Development Committee 3 4 1. The membership of this committee will be comprised of twelve (12) representatives from each of the following entities: LB 5 Harbor, LA Harbor, LA, LB, MTA, County of Los Angeles, Carson, Compton, Lynwood, SG, HP, and Vernon. 6 2. Technical consultants engaged by ACTA to construct and 7 develop the Alameda Corridor will meet with the PDC on a regular basis. 8 3. The PDC will meet with the ACET, the ACTA General Manager, 9 and the SECTA General Manager on a regular basis. 10 4. The PDC will vote on making a recommendation to the ACTA Governing Board on the resolution of all (1) construction 11 scheduling; and (2) mitigation issues brought before it. After such vote, the matter will be referred to the ACTA 12 Governing Board for resolution. If any member of the PDC remains dissatisfied with the recommendation of the PDC or 13 with the resolution made by ACTA, the dispute may be submitted to binding arbitration in accordance with Exhibit 14 uFn. 15 5. The Cities' participation on the PDC shall satisfy the Mitigation Monitoring and Enforcement Program provided for in 16 the .Record of Decision on the Federal EIS. 17 18 19 20 21 22 23 - 24 25 26 27 28 C - 1 1 EXHIBIT "D" 2 The Ports and ACTA hereby establish an alternate dispute 3 resolution system which will provide for binding mediation of third party construction-related claims filed with ACTA which are 4 in dispute between ACTA and SECTA and meet the qualification provided below. 5 1. The initial review of the claim will be made by a 6 representative of ACTA who has the technical expertise to assess the value of such claim ("Claims Assessor"). 7 2. The Claims Assessor will make a recommendation to ACTA no 8 later than 90 days after the claim has been submitted to ACTA. The Claims Assessor shall make a recommendation to 9 ACTA no less than 45 days from the date a fully completed claim is filed with ACTA, if such date is less than 90 days 10 from the date the claim was first submitted to ACTA. ACTA or a committee thereof, will make a decision to resolve the 11 claim within 30 days from receiving the recommendation from the Claims Assessor. 12 3. ACTA will advise the claimant of its decision in writing by 13 placing a letter in the U.S. mail addressed to the claimant at the location provided on the Claim Form. 14 4. The claimant has 30 days to accept or reject ACTA's decision. 15 If the claimant accepts the proposal, he must do so in writing.- 16 5. If the claim is not resolved with ACTA to the claimant's 17 satisfaction, the claimant may. file his claim with SECTA. The SECTA construction claims technical review committee will 18 evaluate the claim, and ACTA's decision thereon, and will make a recommendation to SECTA within 45 days from the date 19 the claim is filed with SECTA. 20 6. SECTA will make a decision upon. the claim .within 30 days after receiving the recommendation from the SECTA Technical 21 Review Committee and will submit its recommendation to ACTA. 22 7. If ACTA fails to accept SECTA's recommendation within 30 days of receipt of SECTA recommendation, then SECTA may .submit 23 such claim to binding mediation between SECTA and ACTA. _ 24 8. Binding mediation will only be permitted for nonpersonal injury claims which do not exceed the self-insured 25 deductible, or $150,000, whichever is less. Those claims in excess of the self-insured deductible, or $150,000, whichever 26 is less may be submitted to mediation at the request of SECTA and .ACTA. In one year from the date of agreement, the PDC 27 will review the limit of $150,000 for claims and determine whether the limit of $150,000 should be increased. 28 D - 1 1 A. The mediation panel will be comprised of one ACTA representative, one SECTA representative and one member 2 from the panel of eight. 3 B. In order to ensure consistent resolution of construction-related claims, the eight panelists shall 4 be selected from among members of the Los Angeles region of the American Arbitration Association or any other 5 method which is mutually agreeable to SECTA and ACTA. 6 9. ACTA will consult with SECTA prior to offering any settlement to a claimant of a claim for personal injury which does not 7 exceed $15,000. ACTA will have sole discretion to make decisions on claims for personal injury which exceeds 8 $15,000. 9 10. Eligible construction-related claims shall be paid as follows: 10 A. All construction-related claims, or portions thereof,. 11 which have been approved by ACTA and accepted by the claimant shall be an eligible claim and shall be .paid 12 within thirty (30) days. of such written acceptance by the claimant. 13 B. If the claimant does not accept ACTA's determination and 14 thereafter files such claims with SECTA, SECTA shall consider such claim and make a recommendation to the 15 claimant and ACTA. If ACTA and the claimant accepts SECTA's recommendation, then such claim shall be an 16 eligible claim and shall be paid within. thirty (30) days of ACTA's decision and written acceptance by the 17 claimant. 18 C. If ACTA rejects SECTA recommendations, then SECTA may submit the claim to binding mediation. If the claimant 19 accepts the decision from the binding mediation process, and such acceptance is made in writing within 30 days of 20 receiving the decision from the mediation panel, then such claim shall be an eligible claim and shall be paid 21 within 30 days from the date that claimant has given notice to ACTA that claimant accepts the decision. 22 D. If the claimant rejects the decision from binding 23 mediation, then the claimant may submit such claim to binding arbitration in accordance with the provisions of _ 24 Exhibit "E", which is incorporated herewith as though fully set forth herein. Such claimant may only submit a 25 claim to binding arbitration if such claimant waives any litigation rights he may have and accepts the results of 26 such binding arbitration. 27 28 D - 2 1 EXHIBIT "E" 2 BINDING ARBITRATION FOR CONSTRUCTION-RELATED CLAIMS BY THIRD PARTIES 3 If the claimant rejects the decision by the binding mediation 4 panel, the claimant can submit the claim to binding arbitration. In doing so, the claimant waives his right to litigate the claim 5 in court and his right to receive an amount in excess of the claim threshold. The arbitration process will vary depending upon the 6 amount of the claim. ~ If the claim is below $50,000, the case will be arbitrated before one (1) arbitrator randomly selected from the panel of eight (8). 8 No award will exceed $50,000. 9 If the claim is between $50,000 and $150,000, the case will be arbitrated before three (3) panel members. All members will be 10 randomly selected from the panel of eight (8). No award will exceed $150,000. 11 All claims in excess of $150,000 may be voluntarily submitted to 12 binding arbitration if all parties agree to such submission. Those claims will be arbitrated before the three (3) panel members 13 randomly selected from the panel of eight (8). 14 For all claims above $50,000, each party to the binding arbitration will bear its respective costs. 15 For all claims above $15,000 but less than _$50,000, the claimant 16 will bear only 20% of the cost of such arbitration. 17 For all. claims less than $15,000, the claimant will bear no cost for participating in such arbitration. 18 19 20 21 22 23 24 25 26 27 28 E - 1 1 EXHIBIT "F" 2 BINDING ARBITRATION FOR MITIGATION ISSUES 3 If a member of the PDC is dissatisfied with the recommendation of 4 the PDC or the decision of the ACTA Governing Board, he can request arbitration of the issue before three (3) members of the 5 panel of eight (8). In doing so, the PDC member and the entity he represents who request arbitration, waive his and its right to 6 litigate in court those issues presented and acknowledge that the arbitrator does not have the authority to delay the Project. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 - 24 25 26 27 28 F - 1 (f, CITY COUNCIL ~ ~ ~ ~ ~ DAVID B. BREARLEY LEONIS G. MALBURG City Attorney Mayor ~ FAX: (818) 330-5818 THOMAS A. YBARRA S. KEVIN WILSON Mayor Pro-Tem Acting Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAVIS Councilman KENNETH J. DeDARIO ' r Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman ~ ~ ~ °s ' ~ ~d ~ DAVE TELFORD W. MICHAEL McCORMICK ` Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS RosENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 - FAX: (213) 581-1178 July 25, 1996 VIA FEDERAL EXPRESS PRIVILEGED AND CONFIDENTIAL SETTLEMENT COMMUNICATION Steven N. Skolnik, Esquire City Attorney, City of Huntington Park 2001 Wilshire Boulevard, Suite 600 Santa Monica, California 90403 Re: Proposed. Settlement - South Gate, et al. v. Los Angeles, et al., LASC Case No. BC 129447, Court of Appeal No. 2nd Civ. B100019 Dear Mr. Skolnik: Councilman Raul Perez and Councilwoman Rosario Marin of the ~ City of Huntington Park have been .meeting with the council representatives from the Cities of Compton, Lynwood, South Gate and Vernon in order to promote the settlement of the litigation relating to the Alameda Corridor Transportation Project. It is my understanding that Councilman Perez has provided copies of the previous settlement proposals and that you are to be the point man to review these matters for presentation to the City Council during the regularly scheduled City Council meeting to be held on August 5, 1996. Enclosed are the following documents: 1. Letter to Mayors O'Neill and Riordan 2. Execution copy of the Settlement Agreement 3. Letter to City Managers 4. Copy of draft City of Vernon resolution. Although Huntington Park and the Southeast Cities Transportation Authority (SECTA) are not parties to the litigation, they play a vital role in the implementation of the settlement. Mr. Steven N. Skolnik July 25, 1996 Page 2 The council representatives of the five Cities believe that all the Cities should consider adopting the Settlement Agreement as drafted and make an offer of settlement to the defendants in this matter who are (1) City of Los Angeles, (2) Port of Los Angeles, (3) Board of Harbor Commissioners for the Port of Los Angeles, (4) City of Long Beach, (5) Port of Long Beach, and (6) Board of Harbor Commissioners for Port of Long Beach. The offer of settlement will contain an expiration date of August 22, 1996. During the negotiations, the defendants' representatives have proposed various settlement proposals that have been rejected by the other representatives. The defendants at this time have not made a formal offer of settlement to the Cities. In the settlement, Huntington Park is treated on an equal basis with the other four Cities and will share in the benefits of the proposal. Exhibits B-1 and B-2 summarize the financial benefits of the proposal. If you need further information relating to this settlement, I would be more than happy to meet with you and discuss this matter in more detail. If you have any questions, please call. Very truly yours, nnq~~ ) ~c~k , David B. Brearley City Attorney DBB:nc Enclosures cc: Bruce V. Malkenhorst (resolution only for enclosure Michael Gagan (resolution only for enclosure) ..,....7x29-1996 9:25PM FROM 000000000000 p,~ CONF~DENTYAL Offer of SettYement Summary July 30, 1996 Governance • The corridor cities ~evilI not object to a reconstituted ACTA governing board if they aze not on the new governing board. • SECTA will be formally acknowledged ~ the advisor to ACTA on the construction of the proj ect. • ACTA and SECTA will meet at least quarterly to review the progress of project construction. • A Pxoject De~reloprnent Committee (PDC) will be established to provide a forum for SECTA and other PDC members to present azrd resolve with members of ACTA issues relating to construction scheduling and mitigation,, The 12-member PDC will consist of the SECTA cities, Caxsozx, the County of Los Angeles, the M'PA, LA City, LA Part; LB City and'LB fort. I- f anv ~ . member is dissatisfiied with the recommendation of the PDC or the decision of the ACTA eovernin~ board, the issue in dispute may be submitted to binding arbitration before a yanel of tkuree members of the American Arbitration Association. • The SECTA Construction GIaims Technical Committee will be empowered to , accept, review, and make recommendations to SECTA on construction-related claims of $ i 50,000 or less that are nat resolved to the claimazlt's satisfaction by ACTA. SECTA is empowered to m~alce recommendations on the claims to ACTA. If ACTA fails to accept SECTA's recommendation on an~partieular claim,- SECTA may submit the claim to bindine mediation. If the claimant refuses to accept the resuits of binding mediation, he or she may submit the claim to bixAding arbitration if he or she waives litigation rights. The purpose of this process is to expedite the resoIutiou of claims in anon-litigious . fashion. • Project plans for community relations, public outreach, and public coznmuz~acatiozxs plans must be prepared in consultation with SECTA anal t73aY not be undertaken without the prior approval of SECTA, Realistically, without this settlement agreement, the corridor cities will either reznaizx on ACTA izr m rrzeaningless role or be removed from ACTA altogether. With this settlement agreerz~ent, the cities are empowered through RECTA as a separate entity to cantizaue in the advisozy role they currently have, and to play individually or through SECTA a xuajor role on those matters most important to their constituents during construction: 7-~29-1996 9:26PM FROM 000000000000 P_2 CON~'1DE'I~TIAL construction scheduling, the development and implementation of mitigation measures, the tirnely resolutiozx of construction claims, and community relations and public outreach. By remaining on ACTA itself', the cities will be in the awkward role of appearing in the public eye to have responsibility for decisions they do not and cannot make. Per~rnits • Each city agrees to make a decision on a permit application within 60 days after the application is deemed complete or within 150 days after the application is filed, even though'it xnay be incomplete; or, within 30 days after receiving written notice to make a decision where such notice can be made after 120 days after the application is filed. • ACTA, agrees to pay alI costs reasonably necessary for each city to make a timely decision, including the costs of consultants to assist city staff in rnakiz~g deteruxinations necessary to make a decision on a permit application. • Each city agrees to make discretionary decisions on permits that are consistent with the standards followed by the City of Los Angeles when providing similar permits for the project. This language is designed to protect the interests of each city while providing a certainty ' of schedule to the permit application process. It does not give cities discretion they currently do not have uNdez state Iaw and their own ordinances. On the othor hand, it does . not put unacceptable conditions on each city's discretionary authority, as various port proposals tried to do. The success each. city has in using the pezrnit process to obtain enhancements will depend on each city's Negotiating ability. The standards already followed by the City of Los Angeles on project permit applications provide for tk~e generous exercise of discretion, On the North End projects alone, the City of Los Angeles imposed the following conditions: 1. Washington Blvd. must be expanded from four lanes to six 2. Minerva Street must be improved. to a new condition ~ . 3. Drainage improvements must be made to Washi,zagton and 23rd 4. 23"' Street must be improved from Minerva to Washington . 5. A traffic signal must be placed at 23`~ and Vt7ashington 6. Signals must be synchronized from the 10 Freeway to Slauson 7. Alameda Stect must be striped 8. ACTA must contract with Los Angeles city staffto perform the signal synchronization and striping work 7-29-1996 9=26PM FROM 000000000000 P,3 CONFIDENTIAL In ordez to kno'~v the standards of discretion exercised by the City of Los Angeles when providing permits similar to those asked of the cities, SECTA must be familiar with the Memorandum of Agreement finally worked out between ACTA and the City and must further monitor all "work orders" issued pursuant to xt. • Payznex~.ts . The total value of payrz~ex~ts to SECTA and the five cities is $17,571,457. The first year's payment to SECTA and the individual cities will be made within 30 days of the execution • of the agreement. Future payments will be z~nade on April 15 of each year. Payments to SECTA and the individual cities are described ix~ Exhibit B. The payments to SECTA are for the costs of administrative and technical staff, costs associated with SECTA's role in construction claims resolution, and costs incun:ed by the cities because of their participation in the Project Development Committee and the construction scheduling and mitigation process. Additional payments provide seed money for job training and economic development activities. Payments to the cities include the potential loss of municipal revenue incurred by each city by virtue of project construction. The municipal revenue loss coverage is significant because ACTA acknowledges no legal responsibility to cover such loss. • The $17.5 million does not represent the total amount of money that will inure to the benefit of the cities, their residents, and their businesses by virtue of project construction. The settlement agreement binds ACTA to the payment of costs associated with the mitigation of 13 specific construction impacts and the casts incurred in the permit application process. Further, beginning with the permit process and up to and through binding arbitration, the cities will play a significant role in determining tl~e adequacy of mitigation measures in their respective jurisdictions. Additionally, the claims resolution process will result in tirrxely payments to residents for physical property damage, and to businesses for loss of zevenue due to loss of customers, loss of production, and/or inability to move product or raw material. Finally, the settle~xaent agreement binds ACTA to avoid eztposix~g the cities to loss of revenue which exceeds the sums identified, and ACTA must also avoid restricting the provision of governmental services such as schools, police, fire, and annbulance service. • i Miscellaneous Provisions ~ • TheThe citie~a, , ee • To support the timely funding and construction of-the project • To support a Fourth Amendment reconstituting ACTA • • To dismiss the lawsuit with prejudice and not legally challenge the Fourth Amendment ~ • • Not to file or fxnaz~ce azzy legal action challenging the Record of Decision 7-~29-1996 9:27PM FROM 000000000000 P.Q CONFfDENTf~L • To release ACTA from any liability for loss of the specified municipal revenues for a period of seven years (July 1, 199b through rune 30, 2003} • To create and implement the SECTA Construction Claims Technical Committee ~ . • To support the Project Development Committee in creating and implementing mitigation measures To support the mediation and arbitration procedures established by the settlement agreement. The ports agree ~ To support the timely construction of the project • To pay all eligible construction-related claims, including most of the costs o~ • xnediatiztg such claims . • To pay all costs of mitigation • To enforce contractors' compliance with mitigation measures • To direct the Alameda Corridor Engineering Team to provide to SECTA and others appropriate technical studies to identify, establish, and monitor mitigation measures relating to the project • To enforce the IVlemorandum o~Understandiz~g with the railroads ~ . • To prepare traffic management plans in consultation with each city anal to f Ie all construction plans with each city for those portions of the project within each city • To the extent it is practical and feasible and consistent with all local, state, aad federal regulations, to remove by rail rather than truck all contaminated earth from the right-of--way. Virhat the Scttletnent Agrecnnent Does Not Cavcr Because of the passage of trine, it is easy to forget that the Irrigation filed against the ports was narrowly focused on the legality of the Third Amendment and actions taken by the Finance Committee under the Third Amendment. The agreerr~.ent is designed to settle the issue of governance to the corridor cities' satisfaction by creating and cmpov~rering an entity separate from ACTA. That is the main issue in the litigation; that is the xrxain result of the Settlement agreement. The settlement does not resolve all issues that now exist or will likely develop between -the cities and the ports. Fox example, the Port of Long Beach absolutely refused to accept language committing ACTA or the ports to local jobs or to a Project Labor Agreement establishing a minimum percentage of local jobs and contractor dollars. The settlement agreement does not address that issue and the ports understand that SECTA and the cities will likely pursue that issue vigorously. From where the corridor cities were a year ago and where they would likely be a yeax from now, the settlement agreement represents a very substantial gaiu~. 7-?9-1996 9:28pM FROM 000000000000 p.5 <)r~`F:. °,fi:::' sfi,6~•e•«~w':.x;.::~ ' ' s;`Y<ne:4: b'h."L av~ i> ~%'s.''` .rr.4 rx ~ n M1; ~ K,[ :.~y x.^ a>.: a. S`.[xr[, w • N )~rw • I °J:a~::. 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