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Resolution No. 8636 1 2 3 RESOLUTION NO. 8636 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT NO. 1 TO LETTER AGREEMENT AND CALL FOR PROJECTS PROPOSITION C MEMORANDUM OF UND8RSTANDING BY AND BETWEEN THE CITY OF VERNON AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY 4 5 6 7 8 9 10 WHEREAS, on March 21, 2001, the City Council of the City of Vernon adopted Resolution No. 7732 approving a State Transportation Improvement Program ("STIP") Letter Agreement No. LOA.P0004300 dated February 14, 2001, with the Los Angeles County Metropolitan 11 12 13 Transportation Authority ("MTA") for the funding of improvements for the 1-710 Atlantic/Bandini Interchange Project (the "1-710 Project") 14 15 in two phases; and WHEREAS, Phase I funds for the 1-710 Project were for local 16 17 18 19 20 21 22 23 24 improvements to provide an arterial bypass route around the proposed interchange by (i) the construction of a 26th Street extension, including a bridge over Atlantic Boulevard and requiring the construction of a new City-owned and maintained bridge over the existing Atlantic Boulevard; (ii) the construction of a new street to connect the 26th Street extension to Bandini Boulevard (collectively referred to as the "26th Street Extension Project"); and (iii) the acquisition of property necessary to complete the projects and a loop on ramp to northbound 1-710; and WHEREAS, Phase I was to be funded by the City of Vernon 25 26 (35.3% or $5,353,000.00) and MTA (64.7% or~9,800,000.00)who was 27 administering STIP and Los Angeles Regional Transportation Improvement 28 Program ("RTIP") funds; and 1 WHEREAS, the State of California budget crisis has caused a 2 delay in the funding of the construction phase of the 26th Street 3 Extension Project; and 4 WHEREAS, in order to expedite the 26th Street Extension 5 Project, the MTA Board at its February 27, 2004 meeting authorized the 6 grant of Proposition C funds for the Project to replace some of the 7 STIP funds previously programmed to the Project; and 8 WHEREAS, the change in character of the funds will permit the 9 use of funds now; and 10 WHEREAS, the plans for the 26th Street Extension Proj ect will 11 be redesigned to accommodate the development of the northeast corner of 12 Atlantic Boulevard and Bandini Boulevard and eliminate the loop on ramp 13 to the northbound 1-710; and 14 WHEREAS, the MTA has allocated the use of $2,437,000.00 in 15 Proposition C funds and $7,363,000.00 in STIP/RIP funds with the City's 16 allocation to be $3,300,000.00; and 17 WHEREAS, in order to use the Proposition C funds, the MTA is 18 requiring that the City of Vernon enter into an amendment to the STIP 19 Letter Agreement and a Call for Projects Proposition C Memorandum of 20 Understanding No. P0004300 and FTIP #LA98STIP2 (the "MOU"); and 21 WHEREAS, by letter dated December 28, 2004, Bruce V. 22 Malkenhorst, City Administrator/City Clerk, recommended that the 23 agreements with MTA be approved and executed. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 25 CITY OF VERNON AS FOLLOWS: 26 SECTION 1: The City Council of the City of Vernon hereby 27 finds and determines that the recitals contained hereinabove are true 28 and correct. - 2 - 1 SECTION 2: The City Council of the City of Vernon hereby 2 approves Amendment No. 1 to the Letter Agreement with MTA, a copy of 3 which is attached hereto as Exhibit A and incorporated by reference. 4 SECTION 3: The City Council of the City of Vernon hereby 5 approves the Call for Projects Proposition C Memorandum of 6 Understanding with MTA, a copy of which is attached hereto as Exhibit 7 B and incorporated by reference. 8 SECTION 4: The City Council of the City of Vernon hereby 9 authorizes the Mayor to execute said Amendment and MOU for, and on 10 behalf of, the City of Vernon and the City Clerk is hereby authorized 11 to attest thereto. 12 SECTION 5: The City Council of the City of Vernon hereby 13 directs the City Clerk, or his designee, to send two fully executed 14 Amendments and MOUs to: 15 16 Los Angeles County Metropolitan Transportation Authority Attn. Raymond Maekawa, Director Gateway Cities/SE Area Team One Gateway Plaza Los Angeles, CA 90012-2952 17 18 SECTION 6: The City Clerk of the City of Vernon shall 19 certify to the passage of this resolution, and thereupon and 20 thereafter the same shall be in full torce and effect. 21 APPROVED AND ADOPTED this 5th day of January, 2005. 22 23 24 ATTEST: ~~. EOj,"IS C." ~ URG, -ayor 25 ~/~ BRUCE V. MALKENHORST, City Clerk 26 27 28 - 3 - 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 8636, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Wednesday, January 5, thereafter was duly signed by the Mayor of the City of 8 2005, and 9 Vernon. 10 11 12 13 ( SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ~./~ BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT A . . Amend No.1, LOA.P0004300 , . AMENDMENT NO.1 TO LETTER OF AGREEMENT BETWEEN CITY OF VERNON AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY This Amendment No.1 to Letter of Agreement (this "Amendment"), is dated as of December 1, 2004, by and between the City of Vernon ("Project Sponsor"), and the Los Angeles County Metropolitan Transportation Authority("MTA"). RECITALS: A. Project Sponsor and the MTA entered into that certain Letter of Agreement No. LOA.P0004300, dated February 14, 2001, (the "Existing LOA"), which Existing LOA provides for the 1-710 Atlantic/Bandini Interchange Improvements, Phase I, CFP #4300, PPNO 4330 (the "Project"); and B. Whereas, due to the State of California Budget impact on Los Angeles County transportation funding and a State Transportation Improvement Program (STIP) amendment request to enable high priority projects to move forward, the MTA and Project Sponsor desire to change the source offunds.for the Project. The MTA Board at its February 27, 2004 meeting authorized the grant of Proposition C funds for the Project to replace some of the STIP funds previously programmed to the Project in .the Existing LOA. C. Whereas, the MTA and Project Sponsor desire to change the existing funding from a total of $9,800,000 in STIP /RIP funds to $2,437,000 in Proposition C funds and $7,363,000 in STIP/RIP funds, which have been allocated. D. Whereas, the MTA and Project Sponsor intend to enter into a separate MOU to specify the terms and conditions of the $2,437,000 Proposition C Funds. E. provided herein. Project Sponsor and MT A desire to amend the Existing LOA as NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT: 1. Part 1, Paragraph 2 of the Existing LOA is hereby amended by deleting the paragraph in its entirety and replacing it with the following new Paragraph 2: "Amount of Funds Programmed (the "Funds"): $7,363,000 in STIP FUNDS reference as PPNO 4330. MTA Board action of January 14, 1998, July 27, 2000 and February 18, 2004 programmed the Funds to Project Sponsor for the Project over Rev.8.19.04 . Amend No.1, LOA.P0004300 one year, for Fiscal Year (FY) 2000 -01." The Funds plus the $2,437,000 in Proposition C funds granted under the separate MOU result in the total amount of $9,800,000 for the Project." 2. Part 2, Paragraph 7 of the Existing LOA is hereby amended by deleting the phrase "funds programmed for FY 2000-01 are subject to lapse on June 30, 2004" and replacing it with "funds programmed for FY 2000-01 are subject to lapse on June 30, 2007. Project Sponsor shall expend the Funds by the lapsing date." 3. Attachment A to the Existing LOA is hereby amended by deleting it in its entirety and replacing it with the following Attachment A-l attached hereto. 4. Attachment B to the Existing LOA is hereby amended by deleting it in its entirety and replacing it with the following Attachment B-1 attached hereto. 5. Attachment C to the Existing LOA is hereby amended by deleting it in its entirety and replacing it with the following Attachment C-l attached hereto. 6. Part 1 of the Existing LOA, is hereby amended by adding the following new sections to the end thereof: "13. Should MTA determine there are insufficient Funds available for the Project, MTA may terminate this LOA by giving written notice to Project Sponsor at least thirty (30) days in advance of the effective date of such termination. If the Project is terminated pursuant to this section, MTA will not reimburse Project Sponsor any costs incurred after the termination date, except those necessary to return any facilities modified by the Project's construction to a safe state. The MTA's share of these costs will be consistent with the established funding percentages outlined in the LOA. 14. The obligation for MTA to program the Funds for the Project is subject to sufficient Funds being made available for the Project by the MTA Board, the United States Government or the State of California, as applicable. If such Funds are not made available for the Project, this LOA shall be void and have no further force and effect, and MTA shall have no obligation to program the Funds for the Project, unless otherwise agreed to by the MT A." 7. Except as expressly amended hereby, the Existing LOA remains in full force and effect as originally executed. All rights and obligations of the parties under the Existing LOA that are not expressly amended by this Amendment shall remain unchanged by this Amendment. Rev.8.19.04 . Amend No.1, LOA.P0004300 " IN WITNESS WHEREOF, the parties have caused this Amendment No.1 to be duly executed and delivered as of the above date. LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: Roger Snoble Chief Executive Officer Approved as to form: Approved as to form: Raymond G. Fortner, Jr. County Counsel By: CITY OF VERNON By: Leonis C. M1I~bJ&lg Malburg Mayor Date: ATTEST: By: Approved to form: Bruce V. Malkenhorst,City Clerk By: Eric T. Fresch City Attorney Date: Januarv 5. 2005 Rev.8.19.04 f. II F:::::::}}:::II:ft . i~ I ~I~ r .... UJ ~ ........ T-I ~E ~ n.....:.:.. . a. ::> _ ::. <(~Q)o~:' I-~Q) .3: z~c,UJ-g w ~ <( ..: .i :!:~'Ow-g ::I: .!: :J .05 ~ C)'; .:: wQ)co :': ~j3 ffi~ j <(~. C ~! ~~~ i 8 Q) -=:: ............ f "e- ~ - u a.. C) ~o 't-~ ~a. 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C:! ~ .- ATTACHMENT C-I SCOPE OF WORK The configuration of the existing 1-710/1-5 freeways is such that there is no direct connection between the northbound I-S Freeway and the southbound 1-710 Freeway, nor between the northbound 1-710 Freeway and the southbound I-S Freeway. Therefore, Atlantic Boulevard serves as the direct connector between the northbound I-S Freeway and the southbound I-S Freeway. The traffic between the 1-710 Freeway and the 1-5 Freeway in these directions as well as the traffic from the on-ramp at Atlantic Blvd. and the off-ramps to Bandini Blvd. pass through the AtlanticlBandini Intersection and Interchange. Furthermore, the I-710/Atlantic AvenuelBandini Boulevard Intersection and Interchange is a key link in the intermodallogistics chain between the Ports of Long Beach and Los Angeles, and the Burlington Northern Santa Fe (BNSF) Hobart Yards and the Union Pacific (UP) Redondo Junction Rail Yards. Due to its mounting traffic congestion at the 1-710/ AtlanticlBandini Intersection and Interchange, improvements to this Intersection and Interchange will: (1) reduce congestion and queuing on the 1-710; (2) significantly improve conditions for trucks traveling in and out of the BNSF and UP rail yards; (3) assist Port-generated truck movements which exit the 1-710 at Atlantic A ve.IBandini Blvd. to reach the BNSF and UP rail yards; and (4) help preserve a critical manufacturing center in the Los Angeles region by facilitating the transportation of raw materials/supplies and finished goods in and out of the area. This project as funded consists of two phases. Phase I consists of the following elements: · Construction of the 26th Street extension including a bridge over Atlantic Boulevard. The extension of 26th Street will require the construction of a new City owned and maintained bridge over exiting Atlantic Boulevard. The proposed bridge will span approximately 76.88 meters; · Construction of the new Street, which will connect the 26th Street extension to Bandini Boulevard; and · Acquisition of property necessary for the before mentioned projects (363.98 meters long) and a loop on ramp to northbound 1-710 (400 meters long). The PAED, PS&E, and Right of Way components of the Project are funded through the State Transportation Improvement Program (STIP). The Funds provided under this MOU are for the COnstruction of the Phase I component of the Project only. Project Schedule PAED PS&E R/W Acquisition R/W Support COnstruction Construction Support Start Completed Completed December 2003 December 2003 April 200S April200S End June 2004 June 2004 June 2006 June 2006 Rev.8.19.04 EXHIBIT B MOU. P0004300 FTIP#: lA98STIP2 CALL FOR PROJECTS PROPOSITION C MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is dated for reference purposes only December 1,2004, and is by and between the Los Angeles County Metropolitan Transportation Authority ("MTA") and the City of Vernon ("Grantee") for 1-710 ATLANTICjBANDINI INTERCHANGE IMPROVEMENTS, PHASE I - MTA Call for Projects ID# 4300 and FTIP # LA98STIP2 (the "Project"). Whereas, the MTA and Grantee are parties to that certain Letter of Agreement LOA.P0004300 dated February 14, 2001 for the programming of $9,800,000 in STIP/RIP funds for the Project (the "Existing LOA"); Whereas, due to the State of California Budget impact on Los Angeles County transportation funding and a State Transportation Improvement Program (STIP) amendment request to enable high priority projects to move forward, the MT A and Grantee desire to change the source of funds for the Project. The MTA Board at its February 27,2004 meeting authorized the grant of $2,437,000 in Proposition C funds to replace $2,437,000 in STIP/RIP funds previously programmed to Grantee under the Existing LOA for the Project subject to the terms and conditions contained herein. Whereas, the MTA and Grantee desire to change the existing funding for the Project from a total of $9,800,000 in STIP/RIP funds to $2,437,000 in Proposition C funds and $7,363,000 in STIP /RIP funds. Whereas, the MTA and Grantee intend to amend the Existing LOA to reduce the STIP/RIP funds to $7,363,000. Whereas, the MTA and Grantee desire to enter into this MOU to specify the terms and conditions of the grant of $2,437,000 in Proposition C funds. NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this MOU consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. Part I - Specific Terms of the MOU 2. Part 11- General Terms of the MOU 3. Attachment A - Programmed Budget 4. Attachment B - Financial Plan rev.date.8.19.04 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 5. Attachment C - Scope of Work 6. Attachment D - Reporting and Expenditure Guidelines 7. Attachment Dl- Quarterly Progress/Expenditure Report 8. Attachment E - Special Grant Conditions 9. Any other attachments or documents referenced in the above documents In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the MOU and the Specific Terms of the MOU shall prevail over the General Terms of the MOU. IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly authorized representatives as of the dates indicated below: MTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: Roger Snoble Chief Executive Officer Date APPROVED AS TO FORM: Raymond G. Fortner, Jr. County Counsel By: Date GRANTEE: CITY OF VERNON By: Leonis C. MOOI~~ Malburg Mayor Date ATTEST: APPROVED AS TO FORM: By: Bruce V. Malkenhorst, City Clerk By: Eric T. Fresch City Attorney January 5. 2005 Date rev.date.8.19.04 2 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, ProjectH4300, Memorandum of Understanding (MOU) MOU.P0004300 PART I SPECIFIC TERMS OF THE MOU 1. Title of the Project (the "Project"): 1-710 ATIANTIC/BANDINI INTERCHANGE IMPROVEMENTS, PHASE I 2. To the extent the Funds are available, the MTA shall make to Grantee a one-time grant of the funds in the amount of: $2,437,000 (the "Funds") for the Project. MTA Board action of June 25,1997 and February 27,2004, granted the Funds to Grantee for the Project over one (1) year, Fiscal Years (FY) 2004-2005. The Funds plus the $7,363,000 in STIP/RIP funds programmed under the Existing LOA result in the total amount of $9,800,000 for the Project. 3. This one time grant shall be paid on a reimbursement basis. The Grantee must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report. Grantee Funding Commitment must be spent in the appropriate proportion to the Funds with each quarter's expenditures. The MTA will withhold five percent (5%) of the grant amount as retainage pending an audit of expenditures and completion of scope of work. 4. The Programmed Budget (the "Programmed Budget") documents the sources of funds programmed for the Project as approved by the MTA and is attached to this MOU as Attachment A. The Programmed Budget includes the total programmed budget for the Project, including funds programmed by the MTA and the Grantee Funding Commitment (local match). The Programmed Budget also includes the fiscal years in which all funds for the Project are programmed. 5. The Financial Plan (the "Financial Plan") documents the proposed cash flow for the Project and is attached to this MOU as Attachment B. The Financial Plan is the entire financial plan for the Project, and shows the total sources of funds programmed to the Project, including the Grantee Funding Commitment for this Project as well as the fiscal year and quarter the funds for the Project will be expended. To the extent Grantee updates the Financial Plan, such update shall be submitted to the MTA Project Manager and provided MTA concurs with such updated Financial Plan in writing, Attachment B shall be automatically replaced with the latest MT A approved Financial Plan. rev.date.8.l9.04 3 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I,. Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 6. Grantee shall complete the Project as described in the Scope of Work. The Scope of Work (the "Scope of Work") for the Project is attached to this MOU as Attachment C. The Scope of Work includes a description of the Project and a detailed description of the work to be completed including, Project milestones consistent with the lapsing policy. The Scope of Work also includes a set schedule, which must be adhered to. Work shall be delivered in accordance with that schedule unless otherwise agreed to by the parties in writing. If a Grantee is consistently behind schedule in meeting milestones or in delivering the Project, then MT A will have the option to terminate this MOU for default as described in Part II, Section 9. No changes in the Project schedule will be allowed without written concurrence from the MTA 7. No changes to the(i)grant amount, (ii) Programmed Budget, (iii) the Scope of Work, or (iv) the lapse date of the Funds, shall be allowed without a written amendment to the original MOU, approved and signed by the MT A Chief Executive Officer or hisfher. designee and the Grantee. Modifications that do not materially affect the terms of this MOU, such as redistributing Funds among existing budget line items or non-material schedule changes must be formally requested by the Grantee and approved by the MTA in writing. Non-material changes are those changes, which do not affect the grant amount, Programmed Budget. Financial Plan, the Scope of Work or the lapse date of the Funds. 8. MTA's Address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: Sharad Mulchand, NCARB, AICP, Project Manger 9. Grantee's Address: City ofVemon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Samuel Kevin Wilson, P.E., L.S. Director of Community Services and Water 10. Maintenance of Effort -- MOE On September 26, 2002, the MTA Board decided that prior to receiving Proposition C 10% or 25% grant funds through the Call for Projects, Grantee must meet a Maintenance of Effort (MOE) requirement consistent with the California Streets and Highways Code Section 2182.1. With regard to enforcing the MOE, the MTA will follow the State of California MOE requirement, including, without limitation, suspension and re-implementation. rev.date.8.l9.04 4 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 PART II GENERAL TERMS OF THE MOU 1. TERM: 1.1 The term of this MOU shall commence on the date this MOU is fully executed and, shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the date the agreed upon Scope of Work has been completed and signed-off by the MT A Project Manager; (ii) and all MT A audit and reporting requirements have been satisfied; and (ill) the final disbursement of the Funds has been made to the Grantee. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the MOU is executed shall be reimbursed in accordance with the terms and conditions of this MOU unless otherwise agreed to by the parties in writing. 1.2 Should MT A determine there are insufficient Funds available for the Project, MTA may terminate this MOD by giving written notice to Grantee at least thirty (30) days in advance of the effective date of such termination. If this MOD is terminated pursuant to this section, MTA will not reimburse Grantee any costs incurred after the termination date, except those necessary to return any facilities modified by the Project's construction to a safe state. The MTA's share of these costs will be consistent with the established funding percentages outlined.in the MOU. 2. INVOICE BY GRANTEE: Unless otherwise stated in this MOU, the Quarterly Progress/Expenditure Report, with supporting documentation of expenses and Project progress as described in Part II, Sections 5.1 of this MOU, and other documents as required, shall satisfy MT A invoicing requirements. Send invoice with supporting documentation to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 Re: MTA Project ID# 4300 and MOU.P00043oo MT A Project Manager: Sharad Mulchand 3. USE OF FUNDS: 3.1 The Grantee shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines (Attachment D) and the most recently adopted MTA Proposition C Guidelines for the type of Proposition C funds granted by the MTA hereunder (the "Guidelines"). rev.date.8.19.04 5 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 3.2 Attachment C shall constitute the agreed upon Scope of Work between MTA and the Grantee for the Project. The Funds, as granted under this MOU, can only be used towards the completion of the Scope of Work originally adopted by the MTA Board. Any Scope of Work changes must be approved in writing by the MTA. 3.3 Grantee shall not use the Funds to substitute for any other funds or projects not specified in this MOU. Nor shall the Funds be used for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the MOU approved and signed by the MT A Chief Executive Officer or his designee. 3.4 The Grantee must use the Funds in the most cost-effective rnanner. If Grantee intends to use a consultant or contractor to implement all or part of the Project, the MTA requires that such activities be procured in accordance with the Grantee's contracting procedures and consistent with State law. The Grantee will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. This effective use of funds provision will be verified by the MT A through on-going Project monitoring and through any interim audits and the MT A fmal audit. 3.5 If Grantee desires to use the Funds to purchase/lease equipment (Le., vehicles, computers, etc.) necessary to perform or provide the services disclosed in the Scope of Work, Grantee must obtain MTA's written consent prior to purchasing/leasing specific equipment. Equipment purchased/leased without such prior written consent shall be deemed an unallowable expenditure of the Funds. If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose must be returned to the MTA as follows: the Grantee will be required to repay the Funds in proportion to the useful life remaining in accordance with the Guidelines and in an equal proportion of the grant to Grantee Funding Commitment ratio. 4. DISBURSEMENT OF FUNDS: Disbursements shall be based on a reimbursement basis in accordance with the Quarterly Progress/Expenditure Report. If the MTA makes disbursements by wire transfer at the written request of Grantee, a fee of twenty-five dollars per transfer will be deducted from each disbursement. The Grantee must provide the appropriate supporting documentation with its Quarterly Progress/Expenditure Report. Grantee Funding Commitment must be spent in the appropriate proportion to MTA Funds with each quarter's payment. 5. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS: 5.1 Grantee shall submit the Quarterly Progress/Expenditure Report 60 days after the close of each quarter on the last day of the months November, February, May and August. Should Grantee fail to submit such reports within 10 days of the' due date and/or submit incomplete reports, MTA will not reimburse Grantee until the completed required reports are received, reviewed, approved and reconciled to the Financial Plan. The Quarterly Progress/Expenditure Report shall include all appropriate documentation (such as contractor rev.date.8.19.04 6 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 invoices, timesheets, receipts, etc.). All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, Grantee will still be required to submit the Quarterly Progress/Expenditure Report indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then Grantee can submit such an invoice once per month with supporting documentation. 5.2 MTA, and/or its designee, shall have the right to conduct audits of the Project, as needed, such as financial and compliance audits; interim audits; pre-award audits and performance audits. MT A will commence a final audit within six months of formal notification by the Grantee of completion of the scope of work; provided, however, the Project must be ready for fInal audit (meaning all costs and charges have been paid by the Grantee and invoiced to the MTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization). Grantee agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). Grantee shall reimburse the MTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions as defined by this MOU and the Guidelines. When applicable, MTA shall consider the Federal Acquisition Regulations (FAR) to determine whether costs incurred are allowable. The findings of the MTA audit are final. When MTA audit fmdings require Grantee to return monies. to MTA, Grantee agrees to return the monies within thirty (30) days after the final audit is sent to the Grantee. 5.3 Grantee's records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order fIles (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by the MT A to substantiate charges related to the Project (all collectively referred to as "records") shall be open to inspection and subject to audit and reproduction by the MTA auditors or authorized representatives to the extent deemed necessary by the MTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by the MT A to evaluate and verify direct and indirrect costs, (including overhead allocations) as they may apply to costs associated with the Project. These records must be retained by Grantee for three years following fmal payment under this Agreement. 5.4 Grantee shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 5.2 and 5.3 above. Grantee shall cause all contractors to cooperate fully in furnishing or in making available to the MTA records which shall include, without limitation, accounting records, written policies and procedures, contract fIles, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by the.MTA auditors or authorized representatives related to the Project. 5.5 The MTA or any of its duly authorized representatives, upon reasonable written notice shall be afforded access to all of the records of the Grantee and its rev.date.8.19.04 7 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 contractors related to the Project. and shall be allowed to interview any employee of Grantee and its contractors through final payment to the extent reasonably practicable. 5.6 The MTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of the Grantee and its contractors, shall have access to all necessary records, including reproduction, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this MOU. 5.7 In addition to the MTA's other remedies as provided in this MOU, the MTA shall withhold the Funds and/or recommend not to award future Call for Projects grants to Grantee if the MTA audit has determined that Grantee failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to the MTA in accordance with the MTA audit findings) and/or is severely out of compliance with other terms and conditions as defined by this MOU and the Guidelines, including the access to records provisions of Part II, Section 5. 6. ONE TIME GRANT: This is a one time only grant subject to the terms and conditions agreed to herein and in the Guidelines. This grant does not imply nor obligate any future funding commitment on the part of the MT A 7. SOURCES AND DISPOSmON OF FUNDS: 7.1 The obligation for MTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the MTABoard. If such Funds are not made available for the Project. this MOU shall be void and have no further force and effect. and MTA shall have no obligation to provide the Funds for the Project. unless otherwise agreed to in writing by the MTA 7.2 Grantee shall fully fund and contribute the Grantee Funding Commitment, as identified in the Program Budget (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, Grantee agrees to secure and provide such additional non-MTA programmed funds necessary to complete the Project. 7.3 Grantee shall be responsible for any and all cost overruns forthe Project. 7.4 Grantee shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this MOU subject to the terms and conditions contained herein and in the Guidelines. Any Funds expended by Grantee prior to the execution of this MOU (prior to the MTA Chief Executive Officer's signature) shall not be reimbursed nor shall they be credited toward the Grantee Funding Commitment requirement. without the prior written consent of the MTA Grantee Funding Commitment funds expended prior to the year the Funds are awarded shall be spent at Grantee's own risk. rev.date.8.19.04 8 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 7.5 If the Grantee receives outside funding for the Project in addition to the Funds identified in the Programmed Budget at the time this grant was awarded, this MOU shall be amended to reflect such additional funding. If, at the time of fmal voucher, funding for the Project (including the Funds, the Grantee Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this M 0 U as specified in the Programmed Budget and both the Funds and the Grantee Funding Commitment required for the Project shall be reduced accordingly. 8. TIMELY USE OF FUNDS I REPROGRAMMING OF FUNDS: 8.1 Grantee must demonstrate timely use of the Funds by: (i) executing this M 0 U within ninety (90) days of receiving formal transmittal of the MOU from MTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) meeting the Project milestones due dates as agreed upon by the MTA and Grantee in Attachment C (Scope of Work) of this MOU. Contracts for construction or capital purchase shall be executed within nine (9) months from the date of completion of design. Project design (preliminary engineering) must begin within six (6) months from the identified milestone start date. Funds programmed by the MTA for Project development or right-of-way costs must be expended by the end of the second fiscal year following the year the Funds were first programmed; and (ill) submitting the Quarterly Progress/Expenditure Report as described in Part II, Section 5.1 of this MOU; and (iv) expending the Funds granted under thisMOU for allowable costs within 36 months from July 1 of the Fiscal Year in which the funds are programmed, unless otherwise stated in this. MOU. All Funds programmed for FY 2004 -05 are subject to lapse on June 30, 2007. If the Grantee fails to meet any of the above conditions, the Project shall be considered lapsed and will be submitted to the MTA Board for deobligation. Expenses that are not invoiced within 60 days after the lapsing date are not eligible for reimbursement. 8.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 8.1 of this MOU, the Project will be reevaluated by the MTA as part of its annual Call for Projects Recertification/Deobligation process and the Funds may be deobligated and reprogrammed to another project by the MTA Board. If one year of Project funding is lapsed, subsequent year(s) funding will also be lapsed, effectively deobIigating the entire Project. In the event that all the Funds are reprogrammed, this MO U shall automatically terminate. rev.date.8.19.04 9 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 9. DEFAULT: A Default under this MOU is defmed as anyone or. more of the following: (i) Grantee fails to comply with the terms and conditions contained herein or in the Guidelines; or (ii) Grantee fails to perform satisfactorily or makes a material change, as determined by the MTA at its sole discretion, to the Financial Plan, the Scope of Work, or the Programmed Budget without the MTA's prior written consent or approval as provided herein. 10. REMEDIES: 10.1 In the event of a Default by Grantee, the MTA shall provide written notice of such Default to Grantee with a 30-day period to cure the Default. In the event Grantee fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of the MTA, the MTA shall have the following remedies: (i) MTA may terminate this MOU; (ii) the MTA may make no further disbursements of Funds to the Grantee; and/or (ill) the MTA may recover from Grantee any Funds disbursed to Grantee prior to and after the Default that are disallowed by the MTA audit. 10.2 Effective upon receipt of written notice of termination from · the MTA, Grantee shall not undertake any new work or obligation with respect to this MOU unless so directed by the MTA in writing. Any Funds expended after termination shall. be the sole responsibility of the Grantee. 10.3 The remedies described herein are non-exclusive. The MTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity. 11. MARKETING AND MEDIA: 11.1 The Grantee shall coordinate with the MTA regarding all Project-related publicity (such as literature, advertisements, brochures, video, radio and public service announcements, construction site signs, press releases, and all other materials related to the Project) proposed to be used by the Grantee for advertising or public relations purposes prior to publication. The Grantee shall not allow MTA-related copy to be published. in its advertisements and public relations programs without prior coordination with the MT A. 11.2 Grantee shall notify MTA Media Relations of all press events related to the Project in such a manner that allows MTA to participate in such events, at MTA's sole discretion. 11.3 Grantee agrees that all literature, advertisements, brochures, video, radio, and public service announcements, press releases, construction site or permanent signs, any software developed with the Funds and all other materials relating to the Project andlor distributed to the public will contain recognition of the MTA's contribution as well as the approved METRO logo. If applicable, Grantee agrees to display the METRO logo on its buses, shuttle buses, vans, and taxis utilized for services provided under the Project. The METRO rev.date.8.19.04 10 Call for Projects - 1-710 Adantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 logo is a trademark of the MT A that shall be reproduced and displayed in accordance with specific graphic guidelines available from the MTA Design Studio. Grantee agrees to follow directions of the MT A Design Studio to comply with this Section of the M OU. 12. OTHER TERMS AND CONDmONS: 12.1 This MOU, along with its Attachments and the Guidelines, constitutes the entire understanding between the parties, with respect to the subject matter herein. The MOU shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original MOU or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this MOU as though fully set forth herein. 12.2 If applicable, Grantee is obligated, to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project right-of-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property pur<iliased excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to Grantee Funding Commitment ratio) shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this MOU. Equipment acquired as part of the Project, including office equipment, transit vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements. 12.3 In the event that there is any legal court (e~g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this MOD, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney's fees. 12.4 Neither the MTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason to anything done or cOtnmitted to be done by Grantee under or in connection with any work performed by and or service provided by Grantee, its officers, agents employees and subcontractors under this MOU. Grantee shall fully indemnify, defend and hold the MTA, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs orllability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) misuse of the Funds by Grantee, or its officers, agents, employees or subcontractors; (ii) breach of the Grantee's obligations under this MOU; or (ill) any act or omission of the Grantee, or its officers, agents, employees or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this MOU. rev.date.8.l9.04 11 Call for Projects - 1-710 AtIantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.P0004300 12.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this MOU. 12.6 Grantee shall comply with and insure that work performed under this MOU is done in compliance with Generally Accepted Accounting Principles (GAAP) , all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of the MTA. Grantee acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations and MT A requirements including any amendments thereto. 12.7 Grantee agrees that the applicable requirements of this MOU and the Guidelines shall be included. in every contract entered into by Grantee or its contractors relating to work performed under this MOU and the MTA shall have the right to review and audit such contracts. 12.8 Grantee shall not assign this MOU, or any part thereof, without prior approval of the MT A Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 12.9 This MOU shall be governed by California law. If any provision of this MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 12.10 The covenants and agreements of this MOU shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 12.11 If any software/Intelligent Transportation Systems ("ITS") is developed with the Funds and if Grantee ceases to use the softwarejlTS for public purposes or Grantee sells, conveys, licenses or otherwise transfers the software/ITS, MTA shall be entitled to a refund or credit, at MTA's sole option, equivalent to the amount of the Funds spent developing the software/ITS. Such refund or credit shall not be required, subject to MTA approval of the intended use, if Grantee reinvests the proceeds of such sale, conveyance, license or transfer into the Project to offset operating or systems management costs. 12.12 Grantee will advise the MTA prior to any key Project staffing changes. 12.13 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. I rev.date.8.19.04 12 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOV) MOV.P0004300 12.14 Grantee in the performance of the work described in this MOU is not a contractor nor an agent or employee of the MTA. Grantee attests to no organizational or personal conflicts of interest and agrees to notify the MTA immediately in the event that a conflict, or the appearance thereof, arises. 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C<l "1:l ;.: iU .... Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I Project# 4300 Memorandum of Understanding (MOD) MOU.P0004300 ATTACHMENT C SCOPE OF WORK The configuration of the existing 1-710/1-5 freeways is such that there is no direct connection between the northbound 1-5 Freeway and the southbound 1-710 Freeway, nor between the northbound 1-710 Freeway and the southbound 1-5 Freeway. Therefore, Atlantic Boulevard serves as the direct connector between the northbound 1-5 Freeway and the southbound 1-5 Freeway. The traffic between the 1-710 Freeway and the 1-5 Freeway in these directions as well as the traffic from the pn-ramp at Atlantic Blvd. and the off-ramps to Bandini Blvd. pass through the AtIanticIBandini Intersection and Interchange. Furthermore, the 1-710/Atlantic AvenueIBandini Boulevard Intersection and Interchange is a key link in the intermodallogistics chain between the Ports of Long Beach and Los Angeles, and the Burlington Northern Santa Fe (BNSF) Hobart Yards and the Union Pacific (UP) Redondo Junction Rail Yards. Due to its mounting traffic congestion at the I-710/Atlantic/Bandini Intersection and Interchange, improvements to this Intersection and Interchange will: (1) reduce congestion and queuing on the 1-710; (2) significantly improve conditions for trucks traveling in and out of the BNSF and UP rail yards; (3) assist Port-generated truck movements which exit the 1-710 at Atlantic Ave.IBandini Blvd. to reach the BNSF and UP rail yards; and (4) help preserve a critical manufacturing center in the Los Angeles region by facilitating the transportation of raw materials/supplies and finished goods in and out of the area. This project as funded consists of two phases. Phase I consists of the following elements: · Construction of the 26th Street extension including a bridge over Atlantic Boulevard. The extension of 26th Street will require the construction of a new City owned and maintained bridge over exiting Atlantic Boulevard. The proposed bridge will span approximately 76.88 meters; · Construction of the new Street, which will connect the 26th Street extension to Bandini Boulevard; and · Acquisition of property necessary for the before mentioned projects (363.98 meters long) and a loop on ramp to northbound 1-71 0 (400 meters long). The P AED, PS&E, and Right of Way components of the Project are funded through the State Transportation Improvement Program (STIP). The Funds provided under this MOU are for the construction of the Phase I component ofthe Project only. Project Schedule PAED PS&E Start Completed Completed End rev.date.8.19.04 16 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase 1 Project# 430 Memorandum of Understanding (MOD) MOU.P0004300 R/W Acquisition R/W Support Construction Construction Support December 2003 December 2003 April 2005 April 2005 rev.date.8.19.04 17 June 2004 June 2004 June 2006 June 2006 MOU ATTACHMENT D REPORTING & EXPENDITURE GUIDELINES REPORTING PROCEDURES · Quarterly Progress/Expenditure Report (Attachment Dl) is required for all projects. The Grantee shall be subject to and comply with all applicable requirements of the funding agency regarding project reporting requirements. In addition, Grantee will submit a quarterly report to the MTA at P.O. Box 512296, Los Angeles, CA 90051- 0296. Please note that letters or other forms of documentation may not be substituted for this form. · The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that Grantee provide complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project. Expenses must reflect the proportionate share of local match, including in-kind, charged to the grant. · In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided. · Grantees are required to track and report on the project schedule. MT A will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter. Projects not delivered in a timely manner will be reevaluated by MTA as part of the annual Call for Projects Recertification process and the Funds may be deobligated and reprogrammed by the MT A Board. · The Quarterly Progress/Expenditure Report is due to the MT A as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year: Quarter Report Due Date July -September Octob~r - December January - March April- June November 30 February 28 May 31 August 31 Upon completion of the Project a final report that includes project's final evaluation must be submitted. EXPENDITURE GUIDELINES · Any activity or expense charged above and beyond the approved Scope-of- Work (LOA Attachment C), is considered inelhdble and will not be reimbursed by the MT A unless prior written authorization has been granted by the MT A Chief Executive Officer or his designee. · Any expense charged to the grant or local match, including in-kind, must be clearly and directly related to the project. · Any activity or expense charged as local match cannot be applied to any other MTA- funded or non-MTA-funded projects; activities or expenses related to a previously funded project cannot be used as local match for the current project. · Administrative cost is the ongoing expense incurred by the Grantee for the duration of the project and for the direct benefit of the project as specified in the Scope-of-Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project. · MT A is not responsible for, and will not reimburse any costs incurred by the Grantee prior to the execution of the LOA, unless written authorization has been granted by the MT A Chief Executive Officer or her designee. · The LOA is considered executed when the MT A Chief Executive Officer or her designee signs the document. DEFINITIONS · Local Participation: Where local participation consists of "in-kind" contributions rather than funds, the following contributions may be included: · Costs incurred by a local jurisdiction to successfully complete the project. Examples include engineering, design, rights-of-way purchase, and construction management costs. · Donations of land, building space, supplies, equipment, loaned equipment, or loaned building space dedicated to the project. · Donations of volunteer services dedicated to the project. · A third-party contribution of services, land, building space, supplies or equipment dedicated to the project. · Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification. · Excessive Cost: Any expense deemed "excessive" by MT A staff would be adjusted to reflect a "reasonable and customary" level. For detail definition of "reasonable cost", please refer to the Federal Register OMB Circulars A-87 Cost Principals for State and Local Governments; and A-122 Cost Principals for Nonprofit Organizations. · In-eligible Expenditures: Any activity or expense charged above and beyond the approved Scope-of- Work is considered in eligible. lVlTA MOU ATTACHMENT Dl QUARTERLY PROGRESS I EXPENSE REPORT Invoice # Invoice Date MOU# GRANTEES ARE REQUESTED TO MAIL THIS REPORT TO Quarterl Re ort # P.O. Box #512296, Los Angeles, CA 90051-0296 after the close of each quarter, but no later than November 30. Februarv 28. Mav 31 and August 31. Please note that letters or other forms of documentation may not be substituted for this form. Refer to the Reporting and Expenditure Guidelines (Attachment D) for further information. SECTIOl" I: QUARTERL V EXPENSE REPORT Please itemize grant-related charges for this Quarter on Page 5 of this report and include totals in this Section. MTA Grant Local Match (Incl. In-Kind) $ Local Match Total % $ et Invoice Amount (Less etention) otal Project Budget alance Remaining Revised4/8/04 SECTION 2: GEJ\!ERAL INFORMATION PROJECT TITLE: MOU #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: Quarter: DATE SUBMITTED: 02003-2004 0 2004-2005 02005-2006 02006-2007 0 2007-2008 02008-2009 OQ1: Jul- Sep 0 Q2: Oct - Dee DQ3: Jan-Mar 0 Q4: Apr - Jun MTA MODAL CATEGORY: o Freeway DTDM D Transit MTA Area Team Representative I Project Mgr. Project Sponsor Contact I Project Manager Revised4/8/04 D RSTI D Bikeway D TEA DSignal Synchronization o Pedestrian Name: Area Team: Phone Number: e-mail: Contact Name: Job Title: De artlnent: Mailin Address: Phone Number: e-mail: 2 List all deliverables and milestones as stated in the MOU, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL MOU MILESTONE START AND END DATES SHOWN IN THE ~ AND JRD COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original MOU Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original MOU Scope of Work, indicate the new dates under Actual Schedule below and re-calculate the project duration. However, this does not change the original milestones in your MOU. PER YOUR MOU AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO THE MTA FOR WRITTEN CONCURRENCE. Original MOD Schedule in Scope of Actual Schedule MOU Milestones Work Start Date End Date Start Date End Date Total Project Duration (Months) % of Project Completed to Date A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) : DOn schedule per original MOD schedule DBetween 12-24 months behind original schedule DLess than 12 months behind original schedule DMore than 24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the MOD? DYes D No D Not Applicable c. Was a construction contract or capital purchase executed within 9 months after completion of design I specifications? DYes D No D Not Applicable Revised4/8/04 3 List tasks or milestones accomplished and progress made this quarter. If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter". If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay. Revised4/8/04 4 SECTIOJ\ 4: n Ei\IIZED LIS IT'IC OF EXI'EJ\SES ANI) CIIARGES TIllS QI \In LR All expenses and charges, including grant and local match, must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation. The total amounts shown here must be equal to this quarter's expenditures listed on page I of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the MOU Attachment C, Scope of Work. Use additional pages if needed. 2 3 4 5 6 7 8 9 10 11 12 13 14 Notes: I. Local match spent in each quarter, must be in the appropriate proportion to MT A grant. 2. All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above). I certify that I am the responsible Project Manager or fiscal officer and representative of and that to the best of my knowledge and belief the information stated in this report is true and correct. Signature Date Name Title Revised4/8/04 ATTACHMENT E SPECIAL GRANT CONDITIONS This MOD supercedes and replaces in its entirety the Existing LOA between the parties. The parties hereby terminate the Existing LOA and Grantee understands and agrees that it shall have no right to seek reimbursement of $2,437,000 funds for the Project under the Existing LOA or the funding agreement referenced in the Existing.LOA. If Grantee has already executed a separ~te funding agreement with the Agency, as defined in the Existing LOA, for the Project, Grantee shall terminate such agreement and provide MT A with evidence of such termination. To the extent Grantee had already spent some of the Funds under the Existing LOA, such Funds will now be determined to have been spent under this MOU and such Funds will be reimbursed with Proposition C funds unless Grantee has already received reimbursement from the Agency. rev.date.8.18.04 . SUPPORTING DOCUMENTS .. _ 1tq&>6h MOU. P0004300 FTIP#: LA98STIP2 CALL FOR PROJECTS PROPOSITION C MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is dated for reference purposes only Dece~ber 1, 2004, and is by and between the Los Angeles County Metropolitan Transportation Authority ("MTA") and the City of Vernon ("Grantee") for 1-710 ATLANTIC/BANDINI INTERCHANGE IMPROVEMENTS, PHASE I - MTA Call for Projects ID# 4300 and FTIP # LA98STIP2 (the "Project"). Whereas, the MTA and Grantee are parties to that certain Letter of Agreement LOA.P00043oo dated February 14,2001 for the programming of $9,800,000 in STIP /RIP funds for the Project (the "Existing LOA"); Whereas, due to the State of California Budget impact on Los Angeles County transportation funding and a State Transportation Improvement Program (STIP) amendment request to enable high priority projects to move forward, the MTA and Grantee desire to change the source of funds for the Project. The MTA Board at its February 27, 2004 meeting authorized the grant of $2,437,000 in Proposition C funds to replace $2,437,000 in STIP /RIP funds previously programmed to Grantee under the Existing LOA for the Project subject to the terms and conditions contained herein. Whereas, the MTA and Grantee desire to change the existing funding for the Project from a total of $9,800,000 in STIP /RIP funds to $2,437,000 in Proposition C funds and $7,363,000 in STIP /RIP funds. Whereas, the MTA and Grantee intend to amend the Existing LOA to reduce the STIP/RIP funds to $7,363,000. Whereas, the MTA and Grantee desire to enter into this MOU to specify the terms and conditions of the grant of $2,437,000 in Proposition C funds. NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this MOU consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. :part I - Specific Terms of the MOU 2. Part II - General Terms of the MOU 3. Attachment A - Programmed Budget 4. Attachment B - Financial Plan rev.date.8.19.04 , . Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 5. Attachment C - Scope of Work 6. Attachment D - Reporting and Expenditure Guidelines 7. Attachment Dl - Quarterly Progress/Expenditure Report 8. Attachment E - Special Grant Conditions 9. Any other attachments or documents referenced in the above documents In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the MOU and the Specific Terms of the MOU shall prevail over the General Terms of the MOU. IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly authorized representatives as of the dates indicated below: MTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY BY:~ Roger Snoble Chief Executive Officer 2. - Z--a..r- Date APPROVED AS TO FORM: Raymond G. Fortner, Jr. County Counsel B~~ trJb/O+ Date GRANTEE: CITY OF VERNON . B~ ~.~" '/' Leonis C. ~8 Malburg Date Mayor ATTEST: By: By: ~ 0- APPROVED AS TO FORM: Bruce V. Malkenhorst, City Clerk January 5, 2005 Date rev. date. 8. 19.04 2 ..- Call for Projects - 1-710 AtlanticlBandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 PART II GENERAL TERMS OF THE MOU 1. TERM: 1.1 The term of this MOU shall commence on the date this MOU is fully executed and, shall terminate upon the ocrurrence of all of the following, unless terminated earlier as provided herein: (i) the date the agreed upon Scope of Work has been completed and signed-off by the MTA Project Manager; (ii) and all MTA audit and reporting requirements have been satisfied; and (ill) the final disbursement of the Funds has been made to the Grantee. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), inrurred after the MOU is executed shall be reimbursed in accordance with the terms and conditions of this MOU unless otherwise agreed to by the parties in writing. 1.2 Should MTA determine there are insufficient Funds available for the Project, MTA may terminate this MOU by giving written notice to Grantee at least thirty (30) days in advance of the effective date of such termination. If this MOU is terminated pursuant to this section, MTA will not reimburse Grantee any costs incurred after the termination date, except those necessary to return any facilities modified by the Project's construction to a safe state. The MTA's share of these costs will be consistent with the established funding percentages outlined in the MOU. 2. INVOICE BY GRANTEE: Unless otherwise stated in this MOU, the Quarterly Progress/Expenditure Report, with supporting documentation of expenses and Project progress as described in Part II, Sections 5.1 of this MOU, and other documents as required, shall satisfy MTA invoicing requirements. Send invoice with supporting documentation to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 Re: MTA Project ID# 4300 and MOU.P0004300 MTA Project Manager: Sharad Mulchand 3. USE OF FUNDS: 3.1 The Grantee shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines (Attachment D) and the most recently adopted MTA Proposition C Guidelines for the type of Proposition C funds granted by the MTA hereunder (the "Guidelines"). rev.date.8.19.04 5 ". , Call for Projects - 1-710 AtIantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 3.2 Attachment C shall constitute the agreed upon Scope of Work between MTA and the Grantee for the Project. The Funds, as granted under this MOU, can only be used towards the completion of the Scope of Work originally adopted by the MT A Board. Any Scope ofW ork changes must be approved in writing by the MT A. 3.3 Grantee shall not use the Funds to substitute for any other funds or projects not specified in this MOU. Nor shall the Funds be used for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the M 0 U approved and signed by the MT A Chief Executive Officer or his designee. 3.4 The Grantee must use the Funds in the most cost-effective manner. If Grantee intends to use a consultant or contractor to implement all or part of the Project, the MTA requires that such activities be procured in accordance with the Grantee's contracting procedures and consistent with State law. The Grantee will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. This effective use of funds provision will be verified by the MTA through on-going Project monitoring and through any interim audits and the MT A final audit. 3.5 If Grantee desires to use the Funds to purchase/lease equipment (i.e., vehicles, computers, etc.) necessary to perform or provide the services disclosed in the Scope of Work, Grantee must obtain MTA's written consent prior to purchasing/leasing specific equipment. Equipment purchasedfleased without such prior written consent shall be deemed an unallowable expenditure of the Funds. If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose must be returned to the MTA as follows: the Grantee will be required to repay the Funds in proportion to the useful life remaining in accordance with the Guidelines and in an equal proportion of the grant to Grantee Funding Commitment ratio. 4. DISBURSEMENT OF FUNDS: Disbursements shall be based on a reimbursement basis in accordance with the Quarterly Progress/Expenditure Report. If the MTA makes disbursements by wire transfer at the written request of Grantee, a fee of twenty-five dollars per transfer will be deducted from each disbursement. The Grantee must provide the appropriate supporting documentation with its Quarterly Progress/Expenditure Report. Grantee Funding Commitment must be spent in the appropriate proportion to MTA Funds with each quarter's payment. 5. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS: 5.1 Grantee shall submit the Quarterly Progress/Expenditure Report 60 days after the close of each quarter on the last day of the months November, February, May and August. Should Grantee fail to submit such reports within 10 days of the' due date and/or submit incomplete reports, MTA will not reimburse Grantee until the completed required reports are received, reviewed, approved and reconciled to the Financial Plan. The Quarterly Progress/Expenditure Report shall include all appropriate documentation (such as contractor rev. date. 8. 19.04 6 _1I Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POOO4300 invoices, timesheets, receipts, etc.). All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, Grantee will still be required to submit the Quarterly Progress/Expenditure Report indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then Grantee can submit such an invoice once per month with supporting documentation. 5.2 MTA, and/or its d~signee, shall have the right to conduct audits of the Project, as needed, such as financial and compliance audits; interim audits; pre-award audits and performance audits. MT A will commence a fmal audit within six months of formal notification by the Grantee of completion of the scope of work; provided, however, the Project must be ready for fmal audit (meaning all costs and charges have been paid by the Grantee and invoiced to the MTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization). Grantee agrees to establish and maintain proper accounting . procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). Grantee shall reimburse the MTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions as defined by this MOU and the Guidelines. When applicable, MTA shall consider the Federal Acquisition Regulations (FAR) to determine whether costs incurred are allowable. The findings of the MTA audit are final. When MTA audit findings require Grantee to return monies to MTA, Grantee agrees to return the monies within thirty (30) days after the final audit is sent to the Grantee. 5.3 Grantee's records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by the MT A to substantiate charges related to the Project (all collectively referred to as "records") shall be open to inspection and subject to audit and reproduction by the MTA auditors or authorized representatives to the extent deemed necessary by the MTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by the MTA to evaluate and verify direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project. These records must be retained by Grantee for three years following final payment under this Agreement. 5.4 Grantee shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 5.2 and 5.3 above. Grantee shall cause all contractors to cooperate fully in furnishing or in making available to the MTA records which shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by the MTA auditors or authorized representatives related to the Project. 5.5 The MTA or any of its duly authorized representatives, upon reasonable written notice shall be afforded access to all of the records of the Grantee and its rev. date. 8. 19.04 7 . Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOD) MOU.POO04300 contractors related to the Project, and shall be allowed to interview any employee of Grantee and its contractors through fmal payment to the extent reasonably practicable. 5.6 The MTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of the Grantee and its contractors, shall have access to all necessary records, including reproduction, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this MOU. 5.7 In addition to the MTA's other remedies as provided in this MOU, the MTA shall withhold the Funds and/or recommend not to award future Call for Projects grants to Grantee if the MTA audit has determined that Grantee failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to the MTA in accordance with the MTA audit findings) and/or is severely out of compliance with other terms and conditions as defined by this MOU and the Guidelines, including the access to records provisions of Part II, Section 5. 6. ONE TIME GRANT: This is a one time only grant subject to the terms and conditions agreed to herein and in the Guidelines. This grant does not imply nor obligate any future funding commitment on the part of the MTA. 7. SOURCES AND DISPOSmON OF FUNDS: 7.1 The obligation for MTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the MTA Board. If such Funds are not made available for the Project, this MOU shall be void and have no further force and effect, and MTA shall have no obligation to provide the Funds for the Project, unless otherwise agreed to in writing by the MTA 7.2 Grantee shall fully fund and contribute the Grantee Funding Commitment, as identified in the Program Budget (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, Grantee agrees to secure and provide such additional non-MTA programmed funds necessary to complete the Project. 7.3 Grantee shall be responsible for any and all cost overruns for the Project. 7.4 Grantee shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this MOU subject to the terms and conditions contained herein and in the Guidelines. Any Funds expended by Grantee prior to the execution of this MOU (prior to the MTA Chief Executive Officer's signature) shaH not be reimbursed nor shaH they be credited toward the Grantee Funding Commitment requirement, without the prior written consent of the MTA Grantee Funding Commitment funds expended prior to the year the Funds are awarded shaH be spent at Grantee's own risk. rev.date.8.l9.04 8 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 7.5 If the Grantee receives outside funding for the Project in addition to the Funds identified in the Programmed Budget at the time this grant was awarded, this MOU shall be amended to reflect such additional funding. If, at the time of final voucher, funding for the Project (including the Funds, the Grantee Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this MOU as specified in the Programmed Budget and both the Funds and the Grantee Funding Commitment required for the Project shall be reduced accordingly. 8. TIMELY USE OF FUNDS I REPROGRAMMING OF FUNDS: 8.1 Grantee must demonstrate timely use of the Funds by: (i) executing this MOU within ninety (90) days of receiving formal transmittal of the MOU from MT A, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) meeting the Project milestones due dates as agreed upon by the MTA and Grantee in Attachment C (Scope of Work) of this MOU. Contracts for construction or capital purchase shall be executed within nine (9) months from the date of completion of design. Project design (preliminary engineering) must begin within six (6) months from the identified milestone start date. Funds programmed by the MTA for Project development or right-of-way costs must be expended by the end of the second fiscal year following the year the Funds were first programmed; and (ill) submitting the Quarterly Progress/Expenditure Report as described in Part II, Section 5.1 of this MOU; and (iv) expending the Funds granted under this MOU for allowable costs within 36 months frorn July 1 of the Fiscal Year in which the funds are programmed, unless otherwise stated in this MOU. All Funds programmed for FY 2004 -05 are subject to lapse on June 30, 2007. If the Grantee fails to meet any of the above conditions, the Project shall be considered lapsed and will be submitted to the MTA Board for deobligation. Expenses that are not invoiced within 60 days after the lapsing date are not eligible for reimbursement. 8.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 8.1 of this MOU, the Project will be reevaluated by the MTA as part of its annual Call for Projects Recertification/Deobligation process and the Funds may be deobligated and reprogrammed to another project by the MTA Board. If one year of Project funding is lapsed, subsequent year(s) funding will also be lapsed, effectively deobJigating the entire Project. In the event that all the Funds are reprogrammed, this MOU shall automatically terminate. rev.date.8.19.04 9 . .' Call for Projects - 1-710 AtIantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POO04300 9. DEFAULT: A Default under this MOD is defmed as anyone or more of the following: (i) Grantee fails to comply with the terms and conditions contained herein or in the Guidelines; or (ii) Grantee fails to perform satisfactorily or makes a material change, as determined by the MTA at its sole discretion, to the Financial Plan, the Scope of Work, or the Programmed Budget without the MTA's prior written consent or approval as provided herein. 10. REMEDIES: 10.1 In the event of a Default by Grantee, the MTA shall provide written notice of such Default to Grantee with a 30-day period to cure the Default. In the event Grantee fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of the MTA, the MTA shall have the following remedies: (i) MTA may terminate this MOD; (ii) the MTA may make no further disbursements of Funds to the Grantee; and/or (ill) the MTA may recover from Grantee any Funds disbursed to Grantee prior to and after the Default that are disallowed by the MTA audit. 10.2 Effective upon receipt of written notice of termination from the MTA, Grantee shall not undertake any new work or obligation with respect to this MOD unless so directed by the MTA in writing. Any Funds expended after termination shall be the sole responsibility of the Grantee. 10.3 The remedies described herein are non-ex:c1usive. The MTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity. 11. MARKETING AND MEDIA: 11.1 The Grantee shall coordinate with the MTA regarding all Project-related publicity (such as literature, advertisements, brochures, video, radio and public service announcements, construction site signs, press releases, and all other materials related to the Project) proposed to be used by the Grantee for advertising or public relations purposes prior to publication. The Grantee shall not allow MTA-related copy to be published in its advertisements and public relations programs without prior coordination with the MT A. 11.2 Grantee shall notify MTA Media Relations of all press events related to the Project in such a manner that allows MTA to participate in such events, at MTA's sole discretion. 11.3 Grantee agrees that all literature, advertisements, brochures, video, radio, and public service announcements, press releases, construction site or permanent signs, any software developed with the Funds and all other materials relating to the Project and/or distributed to the public will contain recognition of the MTA's contribution as well as the approved METRO logo. If applicable, Grantee agrees to display the METRO logo on its buses, shuttle buses, vans, and taxis utilized for services provided under the Project. The METRO rev.date.8.19.04 10 Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POOO4300 logo is a trademark of theMT A that shall be reproduced and displayed in accordance with specific graphic guidelines available from the MT A Design Studio. Grantee agrees to follow directions of the MTA Design Studio to comply with this Section of the MOU. 12. OTHER TERMS AND CONDmONS: 12.1 This MOU, along with its Attachments and the Guidelines, constitutes the entire understanding between the parties, with respect to the subject matter herein. The M OU shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original MOU or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this MOU as though fully set forth herein. 12.2 If applicable, Grantee is obligated, to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project right-of-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property purchased excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to Grantee Funding Commitment ratio) shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this MOU. Equipment acquired as part of the Project, including office equipment, transit vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements. 12.3 In the event that there is any legal court (e.g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this MOU, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney's fees. 12.4 Neither the MTAnor any officer or employee thereof shall be responsible for any damage or liability occurring by reason to anything done or committed to be done by Grantee under or in connection with any work performed by and or service provided by Grantee, its officers, agents employees and subcontractors under this MOU. Grantee shall fully indemnify, defend and hold the MTA, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) misuse of the Funds by Grantee, or its officers, agents, employees or subcontractors; (ii) breach of the Grantee's obligations under this MOU; or (ill) any act or omission of the Grantee, or its officers, agents, employees or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this MOU. rev.date.8.19.04 11 , ... Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandwn of Understanding (MOU) MOU.P0004300 12.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Eacp. party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this MOU. 12.6 Grantee shall comply with and insure that work performed under this MOU is done in compliance with Generally Accepted Accounting Principles (GMP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of the MTA. Grantee acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations and MTA requirements including any amendments thereto. 12.7 Grantee agrees that the applicable requirements of this MOU and the Guidelines shall be included in every contract entered into by Grantee or its contractors relating to work performed under this MOU and the MTA shall have the right to review and audit such contracts. 12.8 Grantee shall not assign this MOU, or any part thereof, without prior approval of the MTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 12.9 This MOU shall be governed by California law. If any provision of this MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 12.10 The covenants and agreements of this MOU shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 12.11 If any software/Intelligent Transportation Systems ("ITS") is developed with the Funds and if Grantee ceases to use the software/ITS for public purposes or Grantee sells, conveys, licenses or otherwise transfers the software/ITS, MTA shall be entitled to a refund or credit, at MTA's sole option, equivalent to the amount of the Funds spent developing the software/ITS. Such re~d or credit shall not be required, subject to MTA approval of the intended use, if Grantee reinvests the proceeds of such sale, conveyance, license or transfer into . the Project to offset operating or systems management costs. 12.12 Grantee will advise the MTA prior to any key Project staffing changes. 12.13 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. rev.date.8.19.04 12 .' Call for Projects - 1-710 Atlantic/Bandini Interchange Improvements, Phase I, Project#4300, Memorandum of Understanding (MOU) MOU.POOO4300 12.14 Grantee in the performance of the work described in this MOU is not a contractor nor an agent or employee of the MTA. Grantee attests to no organizational or personal conflicts of interest and agrees to notify the MT A immediately in the event that a conflict, or the appearance thereof, arises. Grantee shall not represent itself as an agent or employee of the MTA and shall have no powers to bind the MT A in contract or otherwise. rev.date.8.19.04 13 ... . . 8 ('t') ~ o Q) "0' ... p.. ..... Q) '" <U if '" 1:: is Q)o ~o ...('t') !f3 .....0 Q)O bOl4 fag ~~ 1:: ..... "a- :a::> fao j:Q::E -.. '-' ObO ~.c = ~~ <t;: 0'" .... 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Q ~:a ';:l~ <- o~ --8 r-;- Q !~] -::> I.... eJ 0 '<t .~~ 0 ~ 0\ ~~ ~ - ~~ oc:i J-o J-o ~ .Bs ~~~ e - <I) ;; ca~ 0 u In ... Call for Projects - 1-71 0 AtlanticlBandini Interchange Improvements, Phase 1 Project# 4300 Memorandwu of Understanding (MOD) MOU.P0004300 ATTACHMENT C SCOPE OF WORK The configuration of the existing 1-710/1-5 freeways is such that there is no direct connection between the northbound 1-5 Freeway and the southbound 1-710 Freeway, nor between the northbound 1-71 0 Freeway and the southbound 1-5 Freeway. Therefore, Atlantic Boulevard serves as the direct connector between the northbound 1-5 Freeway and the southbound 1-5 Freeway. The traffic between the 1-710 Freeway and the 1-5 Freeway in these directions as well as the traffic from the on-ramp at Atlantic Blvd. and the off-ramps to Bandini Blvd. pass through the AtlanticIBandini Intersection and Interchange. Furthermore, the 1-71 0/ Atlantic AvenueIBandini Boulevard Intersection and Interchange is a key link in the intermodallogistics chain between the Ports of Long Beach and Los Angeles, and the Burlington Northern Santa Fe (BNSF) Hobart Yards and the Union Pacific (UP) Redondo Junction Rail Yards. Due to its mounting traffic. congestion at the 1-710/ AtlanticlBandini Intersection and Interchange, improvements to this Intersection and Interchange will: (1) reduce congestion and queuing on the 1-71 0; (2) significantly improve conditions for trucks traveling in and out of the BNSF and UP rail yards; (3) assist Port-generated truck movements which exit the 1-710 at Atlantic Ave.IBandini Blvd. to reach the BNSF and UP rail yards; and (4) help preserve a critical manufacturing center in the Los Angeles region by facilitating the transportation of raw materials/supplies and finished goods in and out of the area. This project as funded consists of two phases. Phase I consists of the following elements: · Construction of the 26th Street extension including a bridge over Atlantic Boulevard. The extension of 26th Street will require the construction of a new City owned and maintained bridge over exiting Atlantic Boulevard. The proposed bridge will span approximately 76.88 meters; · Construction of the new Street, which will connect the 26th Street extension to Bandini Boulevard; and · Acquisition of property necessary for the before mentioned projects (363.98 meters long) and a loop on ramp to northbound 1-710 (400 meters long). The PAED, PS&E, and Right of Way components of the Project are funded through the State Transportation Improvement Program (STIP). The Funds provided under this MOD are for the construction of the Phase I component of the Project only. Project Schedule PAED PS&E Start Completed Completed End rev.date.8.19.04 16 MOUATTACHMENTD REPORTING & EXPENDITURE GUIDELINES REPORTING PROCEDURES · Quarterly Progress/Expenditure Report (Attachment D1) is required for all projects. The Grantee shall be subject to and comply with all applicable requirements of the funding agency regarding project reporting requirements. In addition, Grantee will submit a quarterly report to the MTA at P.O. Box 512296, Los Angeles, CA 90051- 0296. Please note that letters or other forms of documentation may not be substituted for this form. · The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that Grantee provide complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project. Expenses must reflect the proportionate share of local match, including in-kind, charged to the grant. · In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided. · Grantees are required to track and report on the project schedule. MT A will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter. Projects not delivered in a timely manner will be reevaluated by MT A as part of the annual Call for Projects Recertification process and the Funds may be deobligated and reprogrammed by the MT A Board. · The Quarterly Progress/Expenditure Report is due to the MT A as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year: Quarter Report Due Date July -September October - December January - March April- June November 30 February 28 May 31 August 31 Upon completion of the Project a final report that includes project's final evaluation must be submitted. EXPENDITURE GUIDELINES · Any activity or expense charged above and beyond the approved Scope-of- Work (LOA Attachment C), is considered inelitrlble and will not be reimbursed by the MT A unless prior written authorization has been granted by the MT A Chief Executive Officer or his designee. · Any expense charged to the grant or local match, including in-kind, must be clearly and directly related to the project. · Any activity or expense charged as local match cannot be applied to any other MTA- funded or non-MTA-funded projects; activities or expenses related to a previously funded project cannot be used as local match for the current project. · Administrative cost is the ongoing expense incurred by the Grantee for the duration of the project and for the direct benefit of the project as specified in the Scope-of- Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project. · MT A is not responsible for, and will not reimburse any costs incurred by the Grantee prior to the execution of the LOA, unless written authorization has been granted by the MT A Chief Executive Officer or her designee. · The LOA is considered executed when the MTA Chief Executive Officer or her designee signs the document. DEFINITIONS · Local Participation: Where local participation consists of "in-kind" contributions rather than funds, the following contributions may be included: · Costs incurred by a local jurisdiction to successfully complete the project. Examples include engineering, design, rights-of-way purchase, and construction management costs. · Donations of land, building space, supplies, equipment, loaned equipment, or loaned building space dedicated to the project. · Donations of volunteer services dedicated to the project. · A third-party contribution of services, land, building space, supplies or equipment dedicated to the project. · Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification. · Excessive Cost: Any expense deemed "excessive" by MT A staff would be adjusted to reflect a "reasonable and customary" level. For detail definition of "reasonable cost", please refer to the Federal Register OMB Circulars A-87 Cost Principals/or State and Local Governments; andA-122 Cost Principals/or Nonprofit Organizations. · In-eligible Expenditures: Any activity or expense charged above and beyond the approved Scope-of- Work is considered in eligible. . SECTION 2: GENERAL INFORl\IA TION PROJECT TITLE: MOU #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: Quarter: DATE SUBMITTED: 02003-2004 0 2004-2005 02005-2006 02006-2007 0 2007-2008 02008-2009 OQ1: lul- Sep 0 Q2: Oct - Dee DQ3: Ian - Mar 0 Q4: Apr - lun MTA MODAL CATEGORY: o Freeway DTDM o Transit o RSTI D Bikeway o TEA DSignal Synchronization DPedestrian MT A Area Team Representative / Project Mgr. Name: Area Team: Phone Number: e-mail: Project Sponsor Contact / Project Manager Contact Name: Job Title: De artment: Mailin Address: Phone Number: e-mail: Revised4/8104 2 . List all deliverables and milestones as stated in the MOO, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL MOU MILESTONE START AND END DATES SHOWN IN THE ~ AND 3RD COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original MOU Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original MOU Scope of Work, indicate the new dates under Actual Schedule below and re-calculate the project duration. However, this does not change the original milestones in your MOU PER YOUR MOU AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMJITED UNDER SEPARATE COVER TO THE MTA FOR WRITTEN CONCURRENCE. MOU Milestones Original MOD Schedule in Scope of Work Actual Schedule Start Date End Date Start Date End Date Total Project Duration (Months) % of Project Completed to Date A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one): OOn schedule per original MOD schedule OBetween 12-24 months behind original schedule DLess than 12 months behind original schedule DMore than 24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the MOD? o Yes 0 No 0 Not Applicable C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? o Yes 0 No 0 Not Applicable Revised4/8104 3 . List tasks or milestones accomplished and progress made this quarter. If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter". If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay. Revised4/8/04 4 . .. SECTION 4: ITEMIZED LISTING OF EXPENSES \NO CHARGES TillS QLJARTER All expenses and charges, including grant and local match, must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation. The total amounts shown here must be equal to this quarter's expenditures listed on page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the MOU Attachment C, Scope of Work. Use additional pages if needed. 2 3 4 5 6 7 8 9 10 II 12 13 14 Notes: 1. Local match spent in each quarter, must be in the appropriate proportion to MT A grant. 2. All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above). I certify that I am the responsible Project Manager or fiscal officer and representative of and that to the best of my knowledge and belief the information stated in this report is true and correct. Signature Date Name Title Revised4/8/04 5 . . . . . ATTACHMENT E SPECIAL GRANT CONDITIONS This MOD supercedes and replaces in its entirety the Existing LOA between the parties. The parties hereby terminate the Existing LOA and Grantee understands and agrees that it shall have no right to seek reimbursement of $2,437,000 funds for the Project under the Existing LOA or the funding agreement referenced in the Existing.LOA. If Grantee has already executed a separate funding agreement with the Agency, as defmed in the Existing LOA, for the Project, Grantee shall terminate such agreement and provide MT A with evidence of such termination. To the extent Grantee had already spent some ofthe Funds under the Existing LOA, such Funds will now be determined to have been spent under this MOU and such Funds will be reimbursed with Proposition C funds unless Grantee has already received reimbursement from the Agency. rev. date. 8. 18.04