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Resolution No. 2017-046RESOLUTION NO. 2017-46 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT FOR THE INTERSTATE 710 SOUTH EARLY ACTION PROJECTS BY AND BETWEEN THE CITY OF VERNON AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY WHEREAS, on September 4, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-177 approving and authorizing the execution of a Measure R Funding Agreement with the Los Angeles County Metropolitan Transportation Authority ("LACMTA") regarding the Interstate 710 South Early Action Projects; and WHEREAS, on November 1, 2016, by minute order, the City Council of the City of Vernon approved and authorized the execution of a Measure R Funding Agreement for the Recirculated Draft EIR/EIS with LACMTA; and WHEREAS, LACMTA staff has advised the City that the Measure R Funding Agreement for the Recirculated Draft EIR/EIS was inadvertently not vetted through LACMTA's Legal Department and has submitted a Measure R Funding Agreement Highway Program Amended and Restated Funding Agreement (the "Agreement"); and WHEREAS, by memorandum dated September 5, 2017, the Director of Public Works has recommended that the City Council approve and authorize the execution of the Agreement for the Interstate 710 South Early Action Projects; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt from the California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15262, because the project only involves feasibility or planning studies for possible future actions which the City has not approved, adopted, or funded. SECTION 3: The City Council of the City of Vernon hereby approves the Measure R Funding Agreement Highway Program Amended and Restated Funding Agreement (the "Agreement") with the Los Angeles County Metropolitan Transportation Authority, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: Any resolutions, specifically Resolution No. 2012-177, or parts of a resolution or minute orders, not consistent with or in conflict with this Resolution are hereby repealed. SECTION 7: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully - 2 - executed Agreement to LACMTA. SECTION 8: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 5th day of September, 2017. ATTEST: Ci)6-9�. azl4e,-, aria E.J�Yala V2erk/ APPROVED AS TO FORM: )+-B Brian Name: Melissa A. Ybarra Title: Mayor / Senior Deputy City Attorney - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E . Ayala City Clerk 7y of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2017-46, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 5, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September, 2017, at Vernon, California. (SEAL) - 4 - Ma is E. ala City lerk /- y EXHIBIT A FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT Interstate 710 South Early Action Projects This Funding Agreement ("FA") is dated for reference purposes only June 1, 2017, and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Vernon ("Grantee") for Staff Support for the Review of the Draft I-710 South EIR/EIS Project, LACMTA Project ID# MR306.15. This Project is eligible for funding under Line 33 Interstate 710 South Early Action Project of the Measure R Expenditure Plan. WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the "Ordinance"), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as "Measure R" and became effective on January 2, 2009. WHEREAS, the funding set forth herein is intended to fund the Review of the I-710 Recirculated Draft EIR/EIS; WHEREAS, the Grantee and LACMTA, entered into Funding Agreement #FA.MR306.15 (the "Existing FA") dated as of June 29, 2012 for $57,000 in Measure R Funds of which $52,199 has been expended with a balance of $4,801. By the terms of the Existing FA, the balance is unavailable; WHEREAS, the LACMTA Board, at its June 15, 2016 meeting, programmed $18,000 for subsequent review of the I-710 Recirculated Draft EIR/EIS for a total of $18,000; and, WHEREAS, funds are programmed in FY 2016-2017 for a total of $18,000. WHEREAS, Grantee and LACMTA desire to amend and restate the Existing FA in its entirety in order to reflect the reprogrammed funds and amended Scope of Work By entering into this FA, the parties desire that this FA will supersede and replace the Existing FA in its entirety. Rev: 07.13.17 I-710 EIR 1 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. Part I - Specific Terms of the FA 2. Part II - General Terms of the FA 3. Attachment A - Project Funding 4. Attachment B - Measure R Expenditure Plan Guidelines S. Attachment B-1- Expenditure Plan- Cost & Cash Flow Budget 6. Attachment C -1- Scope of Work 7. Attachment D - Project Reporting and Expenditure Guidelines 8. Attachment D-1- Monthly Progress Report -N/A 9. Attachment D-2 - Quarterly Expenditure Report 10. Attachment E - Federal Transportation Improvement Program (FTIP) Sheet -N/A 11. Attachment F - Bond Requirements 12. 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 FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA. Rev: 07.13.17 I-710 EIR 2 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY 52 Phillip A. Washington Chief Executive Officer APPROVED AS TO FORM: MARY C. WICKHAM County Counsel B uty GRANTEE: CITY OF VERNON ATTEST: Eon Melissa Ybarra Mayor Maria E. Ayala City Clerk APPROVED AS TO FORM: City Attorney Date: Date: ' L(/ Date: Date: Date: Rev: 07.13,17 I-710 EIR 3 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART I SPECIFIC TERMS OF THE FA 1. Title of the Project (the "Project"): Staff Support for the Review of the Draft I-710 South EIR/EIS Project - Design. LACMTA Project ID# MR306.15 2. Grant Funds: 2.1 Programmed Funds for this Project consist of the following: Measure R Funds. 2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $18,000 (the "Fund") for the Project. LACMTA Board of Directors' action of May 20, 2015 granted the Measure R Funds for the Project. The Funds are programmed over one year- for Fiscal Year FY2016-17 for $18,000. 3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Monthly Progress Report and/or the Quarterly Expenditure Report. GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter's expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work. 4. Attachment the "Project Funding" documents all sources of funds programmed for the Project as approved by LACMTA and is attached as Attachment A. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action. 5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA's Managing Executive Officer of Construction & Engineering in writing. If the LACMTA's Managing Executive Officer of Construction & Engineering concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. In no event can the final milestone date be changed or amended by written concurrence by the LACMTA Managing Executive Officer of Construction & Engineering. Any change to the final milestone date must be made by a fully executed amendment to this FA. Rev: 07.13.17 I-710 EIR 4 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. Attachment C is the Scope of Work ("the Scope of Work"). The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone dates set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with this schedule and scope unless otherwise agreed to by the parties in writing. If GRANTEE is consistently behind schedule in meeting milestones or in delivering the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9,10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes it can make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Monthly Progress Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Monthly Progress Reports Attachment D-1. In no event can the final milestone date be amended by a Monthly Progress Report. 7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties. 8. Attachment D is the Project Reporting & Expenditure Guidelines. GRANTEE shall complete the "Monthly Progress Report" and/or the "Quarterly Expenditure Report". The Monthly Progress and Quarterly Expenditure Reports are attached to this FA as Attachments D-1 and D-2 in accordance with Attachment D - Project Reporting and Expenditure Guidelines. 9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is attached as Attachment E and is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at http//nrogram.metro.net All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed. 10. GRANTEE shall comply with the "Special Grant Conditions" attached as Attachment G, if any. Rev: 07.13.17 I-710 EIR 5 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 11. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non -material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non -material changes are those changes which do not affect the grant amount or its schedule, Project Funding, Financial Plan, or the Scope of Work, including the Work schedule. 12. LACMTA's Address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: John Schlenz LACMTA PROJECT MANAGER MAIL STOP: 99-22-9 PHONE (213) 922-4725 E-MAIL SchlenzJ@metro.net 13. GRANTEE's Address: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Director of Public Works, Daniel Wall PHONE: 323-583-8811 extension 245 E-MAIL: dwall@ci.vernon.ca.us 14. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax -exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in Rev: 07.13.17 I-710 EIR 6 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.1S demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status. Rev: 07.13.17 1-710 EIR 7 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART II GENERAL TERMS OF THE FA 1. TERM The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing. 2. SUSPENSION OR TERMINATION Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) to suspend or terminate the construction contractor's control over the Project. LACMTA's share of these costs will be consistent with the established funding percentages outlined in this FA. INVOICE BY GRANTEE Unless otherwise stated in this FA, the Monthly Progress Report or the Quarterly Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre -approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre -approved Monthly Progress Report or Quarterly Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Account Payable Department as shown below. Submit invoice with supporting documentation to: ACCOUNTSPAYABLE@METRO.NET (preferable) or mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 All invoice material must contain the following information: Re: LACMTA Project ID# MR306.15 Agreement #:920000000MR30615 Rev: 07.13.17 I-710 EIR 8 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 John Schlenz; Mail Stop 99-22-9 4. USE OF FUNDS 4.1 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 and the specifications for use for the transportation purposes described in the Ordinance. 4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C. 4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel. 4.4 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, LACMTA requires that such activities be procured in accordance with GRANTEE's contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. GRANTEE staff or consultant with project oversight roles cannot award work to companies in which they have a financial or personal interest. This effective use of funds provision will be verified by LACMTA through on -going Project monitoring and through any LACMTA interim and final audits. 4.5 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 LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio. 5. REIMBURSEMENT OF FUNDS Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Monthly Progress and Quarterly Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must complete the ACH form and submit such form to LACMTA before grant payments can be made. ACH Request Forms can be found at www.metro.net/projects-studies/call-projects/ref-docs.htm. GRANTEE must provide Rev: 07.13.17 I-710 EIR 9 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 detailed supporting documentation with its Monthly Progress and Quarterly Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter's payment. Rev: 07.13.17 I-710 EIR 10 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS 6.1 GRANTEE shall submit the draft of Monthly Progress Report (Attachment D-1) within seven (7) days from the last day of each month, if required, and submit the draft of Quarterly Expenditure Report Attachment D-21 within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre -approval of the applicable report.- LACMTA shall review and respond in writing to the draft Monthly Progress and Quarterly Expenditure Reports within five (5) business days from receipt. Grantee shall submit the LACMTA pre -approved Monthly Progress Report and Quarterly Expenditure Report no later than five (5) days after receipt of LACMTA's written approval. Should GRANTEE fail to submit either the draft or pre -approved reports within five (51 days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Monthly Progress and the Quarterly Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. 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 Monthly Progress and Quarterly Expenditure Reports 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. 6.2 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre -award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review). 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 LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE's own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE's contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE. Rev: 07.13.171-710 EIR it Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.3 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 LACMTA to substantiate charges related to the Project (all collectively referred to as "records"). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA 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. Payment of retention amounts shall not occur until after the LACMTA's final audit is completed. 6.4 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project. 6.5 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all of the records of GRANTEE and its 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. 6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA. 6.7 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates. 6.8 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Audit Department such that LACMTA can meet its obligations under the Ordinance. 6.9 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. Rev: 07.13.17 I-710 EIR 12 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.10 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. 6.11 In addition to LACMTA's other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6. 7. GRANT This is a one time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA. 8. SOURCES AND DISPOSITION OF FUNDS 8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA. 8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub -region earmark pending support of the sub-region's Governing Board. A particular sub-region's Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project. 8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2. 8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part 1, Section 2 of this FA subject to the terms and conditions contained herein. Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE's own risk. Rev: 07.13.17 I-710 EIR 13 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, 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 FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher. 9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS 9.1 GRANTEE must demonstrate timely use of the Funds by: (i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) Beginning Project Design, Preliminary Engineering -(PE) within six (6) months from completion of environmental clearance, if appropriate. (iii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in Attachment C (Scope of Work) of this FA; and (iv) Submitting the Monthly Progress and Quarterly Expenditure Reports as described in Part II, Section 6.1 of this FA; and (v) Expending the Funds granted under this FA for allowable costs within five years or 60 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY2016-17 are subject to lapse by June30, 2021. 9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA as part of its annual Recertification/Deobligation process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate. Rev: 07.13.17 I-710 EIR 14 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 10. DEFAULT A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; or (ii) GRANTEE fails to perform satisfactorily or makes a material change, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA's prior written consent or approval as provided herein. 11. REMEDIES 11.1 In the event of a Default by GRANTEE, LACMTA 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 LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity. 11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE. 11.3 The remedies described herein are non-exclusive. LACMTA 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. 12. COMMUNICATIONS 12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA's contribution to the Project as more particularly set forth in "Funding Agreement Communications Materials Guidelines" available on line or from the LACMTA Project Manager. Please check with the LACMTA Project Manager for the web address. The Funding Agreement Communications Materials Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Agreement Communications Materials Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer. 12.2 For purposes of this Agreement, "Communications Materials" include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of "Communications Materials" is found in the Funding Agreement Communications Materials Guidelines. Rev: 07.13.17 I-710 EIR 15 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. These guidelines and logo files including scalable vector files will be available through the LACMTA Project Manager. 12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section. 12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE compliance with the terms and conditions of this Section. GRANTEE'S failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein. 13. OTHER TERMS AND CONDITIONS 13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA 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 Agreement as though fully set forth herein. 13.2 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 FA. Equipment acquired as part of the Project, including office equipment, 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. 13.3 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 FA, 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. 13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of 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, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, 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, Rev: 07.13.17 I-710 EIR 16 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#:N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 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) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE's obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors 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 FA. Rev: 07.13.17 I-710 EIR 17 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.5 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 FA. 13.6 GRANTEE shall comply with and insure that work performed under this FA 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 LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto. 13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts. 13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 13.9 This FA shall be governed by California law. If any provision of this FA 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. 13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 13.11 Implementation of any ITS project shall be consistent with the Regional ITS Architecture. ITS projects must comply with the LACMTA Countywide ITS Policy and Procedures adopted by the LACMTA Board of Directors including the submittal of a completed, signed self -certification form. For the ITS policy and form, see www.metro.netJprojects studies/call projects/other resources.htm. 13.12 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy. For the parking policy, see www.metro. net [projects studies/call projects/other resources.htm. Rev: 07.13.17 I-710 EIR 18 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.13 GRANTEE will advise LACMTA prior to any key Project staffing changes. 13.14 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. 13.15 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise. Rev: 07.13.17 I-710 EIR 19 Measure R AMENDED AND RESTATED FUNDING AGREEMENT O O Q O O d P pq .' �. to to to Efl Efi ta`i ki9 ({? (1i N 00 'r O N �' Lfl eH 00 ri 0 �yNr LL o o c �b 00 00 oc O � to w vi 0 Sn N Fn f� 61 Y� w p" EA bR b4 y F H z zIa.z i u LQ0AO ua a v, z V x w a a O w 0 0 0 x a a � O x x o E. a W a � Luo q0— w o� Z2 v a Ln 0 v 0 Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT B MEASURE R EXPENDITURE PLAN GUIDELINES PROJECT DEVELOPMENT AND RIGHT OF WAY State Law Requires All Measure R Project and Program Sponsors to Submit an Expenditure Plan To be eligible to receive Measure R revenues, an agency sponsoring a capital project or program must by state law (AB 2321) submit an expenditure plan that is acceptable to the Los Angeles County Metropolitan Transportation Authority (LACMTA). Pursuant to this law, LACMTA cannot release Measure R funds to capital project or program sponsors until an expenditure plan containing the following elements is submitted, reviewed and deemed satisfactory by LACMTA. LACMTA staff will request that an expenditure plan be submitted before making a recommendation to the LACMTA Board to program funds to that project: o The estimated total cost for each project and program and/or each project or program activity; o Funds other than Measure R that the project or program sponsor anticipates will be expended on the projects and programs and/or each project or program activity; o The schedule during which the project sponsor anticipates funds will be available for each project and program and/or each project or program activity; and, o The expected completion dates for each project and program and/or project or program activity. Each of the above elements must be provided in enough detail to determine consistency with Measure R, the Long Range Transportation Plan for Los Angeles County, and the Los Angeles County Transportation Improvement Program (also a statutorily mandated function), as follows: o Project or program scope of work, including sufficient information to determine funding eligibility, including, but not limited to, the anticipated proportional use of current rail rights -of -way, state highways, and below -ground subways versus any other rights -of -way or above -ground work; o A current -year cost estimate breakdown of the major sub -elements of the project such as overhead, environmental and permit work, design and engineering, right-of-way, construction/installation (including maintenance facilities, rail yard, equipment and other major components), construction/installation support, interest costs, rolling stock, and other supporting components; o Any extraordinary project cost escalation issues, such as extraordinary commodity, right- of-way, surety, energy costs, etc.; o A specific and accurate description of the source, commitment, and anticipated annual availability of any federal, state, local, or private funding identified for the project if applicable including a 3% local funding contribution to rail projects if indicated in Measure R and necessary to meet project expenses, and if the source funds are in current or year -of -expenditure dollars; Rev: 07.13.17 I-710 EIR 1 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT Measure R Project#: MR30615 FA# 920000000 MR306.15 o An annual schedule, in current dollars, of anticipated costs by the cost estimate categories described above; and; o The expected completion by month and year of project or program completion. Below is an excerpt of AB 2321 (2008, Feuer), the state legislation that requires the expenditure plan. What AB 2321 (2008. Feuer) Saw About the Expenditure Plan: Section b (3) B (f) Prior to submitting the ordinance to the voters, the MTA shall adopt an expenditure plan for the net revenues derived from the tax. The expenditure plan shall include, in addition to other projects and programs identified by the MTA, the specified projects and programs listed in paragraph (3) ofsubdivision (b), the estimated total cost for each project and program, funds other than the tax revenues that the MTA anticipates will be expended on the projects and programs, and the schedule during which the MTA anticipates funds will be available for each project and program. The MTA shall also identify in its expenditure plan the expected completion dates for each project described in subparagraph (A) ofparagraph (3) ofsubdivision (b). To be eligible to receive revenues derived from the tax, an agency sponsoring a capital project or capital program shall submit to to MTA an expenditure plan for its project orprogram containing the same elements as the expenditure plan that MTA is required by this subdivision to prepare. (k) No later than 365 days prior to the adoption ofan amendment described in paragraph (1) to an expenditure plan adopted pursuant to subdivision (), including, but not limited to, the expenditure plan adopted by the MTA board as 'AttachmentA"in Ordinance #08-01 adopted by the board on July 24, 2008, and in addition to any other notice requirements in the proposing ordinance, the board shall notify the Members ofthe Legislature representing the County ofLos Angeles ofall ofthe following.• (1) A description of the proposed amendments to the adopted expenditure plan that would do any ofthe following. (A) Affect the amount ofn e t re ven u es derived from the tax imposed pursuant to this act that is proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (B) Affect the schedule for the availability offunds proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (C) Affect the schedule for the estimated or expected completion date ofa capital project or projects identified in the adopted expenditure plan. (2) The reason for the proposed amendment. (3) The estimated impact the proposed amendment will have on the schedule, cost, scope, or timely availability offunding for the capital project or projects contained in the adopted expenditure plan. Rev: 07.13.17 I-710 EIR 2 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT ATTACHMENT B-1 - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA.920000000MR306.15 Project Title: Review of I.710 EIR/EIS Project Project#: M R306.15 PROGRAMMED SOURCES OF FUNDS PROJECT FUNDING FY14-15 and FY15-16 $0 $0 $0 $0 $O $0 $0 SO $0 SOURCES OF FUNDS FY 2016-17 Qtr 1 FY 2016-17 Qtr 2 FY 2016-17 Qtr 3 FY 2016.17 Qtr 4 FY 2017.18 Qtr 1 FY 2017-18 Qtr 2 FY 2017-18 Qtr 3 FY 2017-18 Qtr 4 TOTAL BUDGET LACMTA PROGRAMMED FUNDS: MEASURE R FUNDS: PAED $8,000 $4,000 $4,000 $2,000 $18,000 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction $0 Total MEASURE R $8,000 $4,000 $4,000 J $2,000 1 $0 I $0 1 $0 $0 $18,000 PROP C 25% PAED $0 PS&E $O RW Support $0 Const. Support $0 RW S0 Construction $0 Total PROP C 2S%1 $0 I $0 I $0 I $0 1 $0 1 $0 1 $01 $0 1 $0 SUM FROG LACMTA FUNDS: I $8,000 F $4,000 $4,000 $2,000 1 Sol $0 1 $01 $0 1 $18,000 ::::....::::: .: .._.. . PAED 1$8,000 I1 $7,000 1 $2,000 1 $0 $0 I $0 $0 $18,000 PS E $0 $0 $0 $0 $0 $0 $o $0 $0 RW Support $0 $0 $0 $0 $0 $0 $o $o $0 Const. Support $0 I $0 I $0 I $0 1 $0 $0 I $0 I $0 $0 RW $0 I $0 I $0 I $0 $0 $0 1 $: $0 $0 Construction $0 I $0 Sol $0 $0 I $0 I $0 I $0 I $0 TOTAL MILESTONES 1 $8,000 1 $4,000 $4,000 1 $2,000 $o $o $0 $0 $18,000 SUM FROG LACMTA FUNDS $8,000 $4,000 1 $4,000 1 $7000 I $0 $0 I $0 $0 $18,000 SUM NON-LACMTA FUNDS $o $0 $o $0 $0 $o SO so $0 TOTAL PROJECT FUNDING $8,000 $4,000 $4,000 $2,000 $0 $0 $0 $0 $18,000 Measure R ATTACHMENT C SCOPE OF WORK PROJECT TITLE: Review of the Draft 1-710 South ElR/EIS Project PROJECT BACKGROUND: Funding Agreement#: 920000000MR30615 Project#: MR30615 The review of the 1-710 EIR/EIS by the City of Vernon and its Consultant team will ensure the projects impacts within the City are properly mitigated, and where possible to suggest improvements to specific mitigation measures, geometric designs which enhance and improve the environs along the 1-710 corridor. SCOPE: The City of Vernon and its Consultant team will review and prepare a list of comments on the environmental document titled Draft 1-710 Corridor recirculated EIR/EIS prepared by Caltrans and Los Angeles County Metropolitan Transportation Authority. Staff from the City of Vernon will attend 1-710 Corridor Project Technical Advisory Committee (TAC), Project Committee (PC), and Corridor Advisory Committee (CAC) meetings. At these meetings, the City of Vernon will be represented by Assistant City Engineer, Public Works Director, and/or City Engineer. Additionally, Metro and its consultant team will meet with the staff from the City of Vernon to discuss the revised engineering concepts for the proposed Alternatives and other engineering concepts/coordination which may have impacts in the City of Vernon and the local vicinity. The costs allowable for reimbursement include but is not limited to time and mileage to attend the TAC, PC, and CAC meetings, meetings with Metro, and internal meetings for City of Vernon staff to formalize recommendations requested by the 1-710 TAC, brief the City's PC member, and/or meet with Metro, as necessary. Project Schedule: Metro is managing the consultant contracts for the 1-710 Corridor Project; the project is scheduled for completion in Summer 2018. This scope will allow the City of Vernon to continue providing coordination and technical support for the 1-710 Corridor Project within the limits of the City of Vernon. Rev: 07.13.17 1 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT Measure R Deliverables: Funding Agreement#: 920000000MR30615 Project#: MR30615 As part of the invoice submittal, the City will provide supporting comments to the recirculated 1-710 EIROS as well as other documents, such as: meeting minutes, agendas, timesheets, consultant invoices and other additional back up required to Metro. Rev: 07.13.17 2 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT Grantee To Complete nvoice # nvoice Date =A# Vlonthly Report # GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO METRO PROJECT MANAGER after the close of each month. 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. SEG I ION 1: GENERAL INFORMATION PROJECT TITLE: FA #: MONTHLY REPORT SUBMITTED FOR: Month: Year: DATE SUBMITTED: Name: LACMTA Project Manager Phone Number: e-mail: Contact Name: Job Title: GRANTEE Contact I Department: Project Manager City / Agency: Mailing Address: Phone Number: e-mail: Rev. 12 23. 14 FA Measure R Hwys can Attachment D-1 Monthly Progress Report .Rev11.1.14 1 FA Measure R Hwys Gen Attachment D-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: 11. DELIVERABLES & MILESTONES List all deliverables and milestones as stated in the FA, with start and end dates. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 FA. Additionaltv. Please provide a CPM if the oroiect is in construction. FA Milestones Original FA Start Date in Scope of Work (Month/Year) Original FA End Date in Scope of Work (MonthlYear) Actual Start Date MonthlYear) Actual End Date MonthlYear Percent Completed By Time Current Completion Forecast (Month/Year) Schedule Variance (Months) SOLICITATION BID/PROPOSAL -Develop Solicitation Package Fully Executed Contract PLANNING —Prepare Concept Report —Prepare Feasibility Stud Prepare Project Study Report PA&ED OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL -Develop Solicitation Packa e Fully Executed Contract PS&E 35% PS&E 65 % PS&E 95 % PS&E OTHER: Pleasespecify) ROW OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL -Develop Solicitation Package Fully Executed Contract CONSTRUCTION OTHER: (Please specify) 2. PROJECT COMPLETION Based on the comparison of the original and actual project milestone schedules above, project is (select only one) Ahead of original FA schedule Less than 12 months behind original schedule =On schedule per original FA schedule =More than 24 months behind original schedule Between 12-24 months behind original schedule Rev: 11.1.14 2 FA Measure R Hwys Gen Attachment D-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT 3. TASKS / MILES S List tasks or milestones accomplished and progress made this month. PROJECT DELAY/ACTION ITEM TO RESOLvE DELAY the project is delayed, include description of the delay and action items that have been, or will be, undertaken to resolve the delay. elay Issues Targeted Resolution/Response Date COSTSUMMARY Current Percent LACMTA Approved Approved Expenditures Completed By FA Milestones Proiect Budaet Chances Budoet to Data Cost Variance Dollar Amount N 1 -111 rR .11 RIJr -.1.1- This Risk Register shall include a listing of potential project risks. Identify project risks and provide a description of individual risk events or unplanned events that may occur and the estimated outcome or impact to project scope, cost and schedule; provide a qualitative assessment of risk potential; identify risk mitigation strategies; and provide recommendations or actions for responding to project risk. This section requires periodic updates as the project progresses and as risk events occur. Risk Potential Risk Category Risk Event (Low/Medium/Hichl Risk Mitigation Strateoies rd 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 Rev: 11.1.14 3 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA FA MEASURE R ATTACHMENT D-Z QUARTERLY PROGRESS / EXPENSE REPORT GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO ACCOUNTSPAYABLE a@METRO.NET or submit by mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, California 90051-0296 after the dose of each quarter, but no later than November 30, February 28, May 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 C) for further information. Please itemize grant -related charges for this Quarter on Page 5 of this report and include totals in this Section. LACMTA Measure R Grant $ Quarteri Project This Quarter Expenditure Retention Amount Net Invoice Amount (Less Retention) Project -to -Date Expenditure Funds Expended to Date (Include this Quarter) Total Project Budget % of Project Budget Expended to Date Balance Remaining Rev: 12.23.14 1 FA Measure R Hwys Gen Attachment D-2 Quarterly Report PROJECT TITLE: FA #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: 2014-2015 ❑ 2015-2016 2016-2017 ❑ 2017-2018 2018-2019 2019-2020 Quarter: F_�Q1: Jul - Sep F—]Q2: Oct - Dec [—]Q3: Jan - Mar 7Q4: Apr - Jun DATE SUBMITTED: LACMTA MODAL CATEGORY: F1RSTI Pedestrian Signal Synchronization F_�TDM Bicycle Goods Movement Transit Name: LACMTA Project Manager Phone Number: E-mail: Contact Name: Job Title: ent: Project Sponsor Contact / Project Manager ICit/ Mailing Address: Phone Number: E-mail: Rev: 12.23.14 2 FA Measure R Hwys Gen Attachment D-2 Quarterly Report List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN /N THE 2 No AND 3 RO COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 FA 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 FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE. FA Milestones Original FA Schedule in Scope of Work Actual Schedule Start Date End Date Start Date End Date Environmental Clearance Design Bid & Award Design Right -of -Way Acquisition Construction Bid & Award Ground Breaking Event Construction Ribbon Cutting Event Total Project Duration (Months) A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) : On schedule per original FA schedule Between 12-24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the FA? Yes ElNo n Not Applicable Less than 12 months behind original schedule More than 24 months behind original schedule C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? 1-1 Yes ❑ No n Not Applicable FA Measure R Hwys Gen Attachment C-1 Quarterly Progress Expenditure Report Rev. 11.1.14 Rev: 12.23.14 3 FA Measure R Hwys Gen Attachment D-2 Quarterly Report 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. Rev: 12.23.14 4 FA Measure R Hwys Gen Attachment D-2 Quarterly Report All expenses and charges 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 FA Attachment B, Scope of Work. Use additional pages if needed. ITEM INVOICE # OTA 'EXPENSE TO LAC 1 2 3 4 5 6 7 8 9 10 11 12 13 Note: 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). Invoice Payment Information: LACMTA will make all disbursements electronically unless an exception is requested in writing. ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107. ACH Request Forms can be found at www.metro.net/califorprcjects, Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107. 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 Name Date Title Rev: 12.23.14 5 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT E Federal Transportation Improvement Program (FTIP) NOT APPLICABLE Rev. 07.13.17 Attachment D FTIP FTIP #: N/A Project#: MR306.15 MR I-710- EIR MR Funding Agreement #:920000000MR30615. ATTACHMENT F BOND REQUIREMENTS The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds"). GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel. GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations. Rev: 07.13.17 1 AMENDED AND RESTATED FUNDING AGREEMENT TRANSMITTAL COMMUNICATION CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: Los Anseles Countv Metropolitan Transoortation Authorit CONTRACT PURPOSE: Measure R Funding Agreement for I-710 South Early Action Projects — Reimbursement for staff support to review project documents and attend certain meetings CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) 0 SERVICES ❑ MATERIALS ❑ BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $18,000 Charge Acct. No(s) 011.3043.501010 Amendment Value: $ ❑ Contract is an Amendment to Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Claudia Arellano PHONE: ext. 258 AUTHORIZATION: N/A 0 Approved by Council on 09/05/2017 (Check One) Resolution No. 2017-46 (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation ❑ Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date (1) Responsible Department Person�/r Checks substance of contract and assembles three (3) copies of (��/ %7 contract, ' , eei4ifies compliance (2) Liability and Claims NOT REQUIRED Approves insurance and sureties, if bonds required (3) Finance (Purchasing) C.B. and L.W.O. NOT REQUIRED \� Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget (4) City Attorney BONDS AND INSURANCE NOT REQUIRED Approves form, insurance included contract as to verities bonds and (5) City Signatory Signs behalf City G all copies on of (6) City Clerk Attests signatures, numbers, files contract, _nsur-anee and bonds, and transmits triplicate original to contractor, notifies IT to ..e.. ove related RF-P*id netiee, notifies any "consultant" of duties to file Form 700, if applicable Rev. 1/27/14 011 1 of 'D OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 18, 2017 Lucy Olmos Project Manager, Highway Program Los Angeles County Metropolitan Transportation Authority One Gateway Plaza (MS 99-22-09) Los Angeles, CA 90012 Re: Measure R Funding Agreement for Interstate 710 South Early Action Projects Dear Ms. Olmos: Transmitted herewith are three partially executed originals of the above -referenced funding agreement, approved by City Council minute order on September 5, 2017, through Resolution No. 2017-46. Please return one fully executed original agreement to the undersigned. If you have any questions regarding this matter, please contact Claudia Arellano at (323) 583- 8811 ext. 258. Very truly yours, Deborah R. Juarez Records Management Assistant Enclosures c: Claudia Arellano Derek Wall Agreement No. 17-078 EXclusivefy Industrial PARTIALLY EXECUTED AGREEMENTS FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT Interstate 710 South Early Action Projects This Funding Agreement ("FA") is dated for reference purposes only June 1, 2017, and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Vernon ("Grantee") for Staff Support for the Review of the Draft I-710 South EIR/EIS Project, LACMTA Project ID# MR306.15. This Project is eligible for funding under Line 33 Interstate 710 South Early Action Project of the Measure R Expenditure Plan. WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the "Ordinance"), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as "Measure R" and became effective on January 2, 2009. WHEREAS, the funding set forth herein is intended to fund the Review of the I-710 Recirculated Draft EIR/EIS; WHEREAS, the Grantee and LACMTA, entered into Funding Agreement #FA.MR306.15 (the "Existing FA") dated as of June 29, 2012 for $57,000 in Measure R Funds of which $52,199 has been expended with a balance of $4,801. By the terms of the Existing FA, the balance is unavailable; WHEREAS, the LACMTA Board, at its June 15, 2016 meeting, programmed $18,000 for subsequent review of the I-710 Recirculated Draft EIR/EIS for a total of $18,000; and, WHEREAS, funds are programmed in FY 2016-2017 for a total of $18,000. WHEREAS, Grantee and LACMTA desire to amend and restate the Existing FA in its entirety in order to reflect the reprogrammed funds and amended Scope of Work. By entering into this FA, the parties desire that this FA will supersede and replace the Existing FA in its entirety. Rev: 07.13.17 I-710 EIR 1 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. Part I - Specific Terms of the FA 2. Part II - General Terms of the FA 3. Attachment A - Project Funding 4. Attachment B - Measure R Expenditure Plan Guidelines 5. Attachment B-1- Expenditure Plan- Cost & Cash Flow Budget 6. Attachment C -1- Scope of Work 7. Attachment D - Project Reporting and Expenditure Guidelines 8. Attachment D-1 - Monthly Progress Report -N/A 9. Attachment D-2 - Quarterly Expenditure Report 10. Attachment E - Federal Transportation Improvement Program (FTIP) Sheet -N/A 11. Attachment F - Bond Requirements 12. 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 FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA. Rev: 07.13.17 I-710 EIR 2 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY Phillip A. Washington Chief Executive Officer APPROVED AS TO FORM: MARY C. WICKHAM County Counsel B uty GRANTEE: CITY OF VERNON By: Melissa Ybariv Mayor ATTEST: Date: Date: Date: MaAro— By: • `Y• Date: q h 0 �1 Maria E. ala City Clerk APPROVED AS TO FORM: By: ,- " Date: Brian Byun, Sen o Deputy City Attorney u Rev: 07.13.17 I-710 EIR 3 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART I SPECIFIC TERMS OF THE FA 1. Title of the Project (the "Project"): Staff Support for the Review of the Draft I-710 South EIR/EIS Project - Design. LACMTA Project ID# MR306.15 2. Grant Funds: 2.1 Programmed Funds for this Project consist of the following: Measure R Funds. 2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $18,000 (the "Fund") for the Project. LACMTA Board of Directors' action of May 20, 2015 granted the Measure R Funds for the Project. The Funds are programmed over one year- for Fiscal Year FY2016-17 for $18,000. 3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Monthly Progress Report and/or the Quarterly Expenditure Report. GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter's expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work. 4. Attachment A the "Project Funding" documents all sources of funds programmed for the Project as approved by LACMTA and is attached as Attachment A. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action. 5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA's Managing Executive Officer of Construction & Engineering in writing. If the LACMTA's Managing Executive Officer of Construction & Engineering concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. In no event can the final milestone date be changed or amended by written concurrence by the LACMTA Managing Executive Officer of Construction & Engineering. Any change to the final milestone date must be made by a fully executed amendment to this FA. Rev: 07.13.17 I-710 EIR 4 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. Attachment C is the Scope of Work ("the Scope of Work"). The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone dates set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with this schedule and scope unless otherwise agreed to by the parties in writing. If GRANTEE is consistently behind schedule in meeting milestones or in delivering the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9,10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes it can make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Monthly Progress Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Monthly Progress Reports Attachment D-1. In no event can the final milestone date be amended by a Monthly Progress Report. 7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties. B. Attachment D is the Project Reporting & Expenditure Guidelines. GRANTEE shall complete the "Monthly Progress Report" and/or the "Quarterly Expenditure Report". The Monthly Progress and Quarterly Expenditure Reports are attached to this FA as Attachments D-1 and D-2 in accordance with Attachment D - Project Reporting and Expenditure Guidelines. 9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is attached as Attachment E and is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at http://l2rogram.metro.net. All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed. 10. GRANTEE shall comply with the "Special Grant Conditions" attached as Attachment G, if any. Rev: 07.13.17 I-710 EIR 5 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 11. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non -material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non -material changes are those changes which do not affect the grant amount or its schedule, Project Funding, Financial Plan, or the Scope of Work, including the Work schedule. 12. LACMTA's Address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: John Schlenz LACMTA PROJECT MANAGER MAIL STOP: 99-22-9 PHONE (213) 922-4725 E-MAIL SchlenzJ@metro.net 13. GRANTEE's Address: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Director of Public Works, Daniel Wall PHONE: 323-583-8811 extension 245 E-MAIL: dwall@ci.vernon.ca.us 14. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax -exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in Rev: 07.13.17 I-710 EIR 6 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status. Rev: 07.13.17 I-710 EIR Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART II GENERAL TERMS OF THE FA 1. TERM The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing. SUSPENSION OR TERMINATION Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) to suspend or terminate the construction contractor's control over the Project. LACMTA's share of these costs will be consistent with the established funding percentages outlined in this FA. 3. INVOICE BY GRANTEE Unless otherwise stated in this FA, the Monthly Progress Report or the Quarterly Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre -approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre -approved Monthly Progress Report or Quarterly Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Account Payable Department as shown below. Submit invoice with supporting documentation to: ACCOUNTSPAYABLERMETRO.NET (preferable) or mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 All invoice material must contain the following information: Re: LACMTA Project ID# MR306.15 Agreement #:920000000MR30615 Rev: 07.13.17 I-710 EIR 8 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 John Schlenz; Mail Stop 99-22-9 4. USE OF FUNDS 4.1 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 and the specifications for use for the transportation purposes described in the Ordinance. 4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C. 4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel. 4.4 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, LACMTA requires that such activities be procured in accordance with GRANTEE's contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. GRANTEE staff or consultant with project oversight roles cannot award work to companies in which they have a financial or personal interest. This effective use of funds provision will be verified by LACMTA through on -going Project monitoring and through any LACMTA interim and final audits. 4.5 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 LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio. 5. REIMBURSEMENT OF FUNDS Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Monthly Progress and Quarterly Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must complete the ACH form and submit such form to LACMTA before grant payments can be made. ACH Request Forms can be found at www.metro.net/projects_studies/call_projects/ref docs.htm. GRANTEE must provide Rev: 07.13.17 I-710 EIR 9 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 detailed supporting documentation with its Monthly Progress and Quarterly Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter's payment. Rev: 07.13.17 I-710 EIR 10 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS 6.1 GRANTEE shall submit the draft of Monthly Progress Report (Attachment D-1) within seven (7) days from the last day of each month, if required, and submit the draft of Quarterly Expenditure Report Attachment D-21 within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre -approval of the applicable report.- LACMTA shall review and respond in writing to the draft Monthly Progress and Quarterly Expenditure Reports within five (5) business days from receipt. Grantee shall submit the LACMTA pre -approved Monthly Progress Report and Quarterly Expenditure Report no later than five (5) days after receipt of LACMTA's written approval. Should GRANTEE fail to submit either the draft or pre -approved reports within five (5J days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Monthly Progress and the Quarterly Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. 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 Monthly Progress and Quarterly Expenditure Reports 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. 6.2 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre -award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review). 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 LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE's own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) CircularA-87. The allowability of costs for GRANTEE's contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE. Rev: 07.13.17 I-710 EIR 11 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.3 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 LACMTA to substantiate charges related to the Project (all collectively referred to as "records"). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA 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. Payment of retention amounts shall not occur until after the LACMTA's final audit is completed. 6.4 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project. 6.5 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all of the records of GRANTEE and its 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. 6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA. 6.7 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates. 6.8 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Audit Department such that LACMTA can meet its obligations under the Ordinance. 6.9 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. Rev: 07.13.17 I-710 EIR 12 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.10 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. 6.11 In addition to LACMTA's other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6. 7. GRANT This is a one time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA. 8. SOURCES AND DISPOSITION OF FUNDS 8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA. 8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub -region earmark pending support of the sub-region's Governing Board. A particular sub-region's Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project. 8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2. 8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein. Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE's own risk. Rev: 07.13.17 I-710 EIR 13 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, 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 FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher. 9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS 9.1 GRANTEE must demonstrate timely use of the Funds by: (i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) Beginning Project Design, Preliminary Engineering -(PE) within six (6) months from completion of environmental clearance, if appropriate. (iii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in Attachment C (Scope of Work) of this FA; and (iv) Submitting the Monthly Progress and Quarterly Expenditure Reports as described in Part II, Section 6.1 of this FA; and (v) Expending the Funds granted under this FA for allowable costs within five years or 60 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY2016-17 are subject to lapse by June30, 2021. 9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA as part of its annual Recertification/Deobligation process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate. Rev: 07.13.17 I-710 EIR 14 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 10. DEFAULT A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; or (ii) GRANTEE fails to perform satisfactorily or makes a material change, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA's prior written consent or approval as provided herein. 11. REMEDIES 11.1 In the event of a Default by GRANTEE, LACMTA 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 LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity. 11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE. 11.3 The remedies described herein are non-exclusive. LACMTA 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. 12. COMMUNICATIONS 12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA's contribution to the Project as more particularly set forth in "Funding Agreement Communications Materials Guidelines" available on line or from the LACMTA Project Manager. Please check with the LACMTA Project Manager for the web address. The Funding Agreement Communications Materials Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Agreement Communications Materials Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer. 12.2 For purposes of this Agreement, "Communications Materials" include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of "Communications Materials" is found in the Funding Agreement Communications Materials Guidelines. Rev: 07.13.17 I-710 EIR 15 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. These guidelines and logo files including scalable vector files will be available through the LACMTA Project Manager. 12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section. 12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE compliance with the terms and conditions of this Section. GRANTEE'S failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein. 13. OTHER TERMS AND CONDITIONS 13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA 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 Agreement as though fully set forth herein. 13.2 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 FA. Equipment acquired as part of the Project, including office equipment, 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. 13.3 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 FA, 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. 13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of 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, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, 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, Rev: 07.13.17 I-710 EIR 16 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 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) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE's obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors 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 FA. Rev: 07.13.17 I-710 EIR 17 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.5 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 FA. 13.6 GRANTEE shall comply with and insure that work performed under this FA 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 LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto. 13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts. 13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 13.9 This FA shall be governed by California law. If any provision of this FA 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. 13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 13.11 Implementation of any ITS project shall be consistent with the Regional ITS Architecture. ITS projects must comply with the LACMTA Countywide ITS Policy and Procedures adopted by the LACMTA Board of Directors including the submittal of a completed, signed self -certification form. For the ITS policy and form, see www.metro.net/projects studies/call projects/other resources.htm. 13.12 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy. For the parking policy, see www.metro.net/12rojects studies/call projects/other resources.htm. Rev: 07.13.17 I-710 EIR 18 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.13 GRANTEE will advise LACMTA prior to any key Project staffing changes. 13.14 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. 13.15 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise. Rev: 07.13.17 I-710 EIR 19 Measure R AMENDED AND RESTATED FUNDING AGREEMENT Ln f-� O M (1i V v O fy' 0� of oe O O O O p 00 O o O O O O O O O O 00 ao x Y ' bn b9 b9 b9 69 tf? W EP. .I^ N 00 H O N'}r� W b9 b9 fA 00 ri O rN W iA V� 0 OC o k. � vi bl) in 0 L v RE RE RE RE o RE H F F N A z z z z w m m y u z u a" w o4 a z w AA LT. z z 0 a w O o u O ua z a. t U z �, CA x w o ��, w a a a O x w x O F O a w F WO O rA j wEL LJH OOaa Ln 0 v 0 r+i 0 v Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT B MEASURE R EXPENDITURE PLAN GUIDELINES PROJECT DEVELOPMENT AND RIGHT OF WAY State Law Requires All Measure R Project and Program Sponsors to Submit an Expenditure Plan To be eligible to receive Measure R revenues, an agency sponsoring a capital project or program must by state law (AB 2321) submit an expenditure plan that is acceptable to the Los Angeles County Metropolitan Transportation Authority (LACMTA). Pursuant to this law, LACMTA cannot release Measure R funds to capital project or program sponsors until an expenditure plan containing the following elements is submitted, reviewed and deemed satisfactory by LACMTA. LACMTA staff will request that an expenditure plan be submitted before making a recommendation to the LACMTA Board to program funds to that project: o The estimated total cost for each project and program and/or each project or program activity; o Funds other than Measure R that the project or program sponsor anticipates will be expended on the projects and programs and/or each project or program activity; o The schedule during which the project sponsor anticipates funds will be available for each project and program and/or each project or program activity; and, o The expected completion dates for each project and program and/or project or program activity. Each of the above elements must be provided in enough detail to determine consistency with Measure R, the Long Range Transportation Plan for Los Angeles County, and the Los Angeles County Transportation Improvement Program (also a statutorily mandated function), as follows: o Project or program scope of work, including sufficient information to determine funding eligibility, including, but not limited to, the anticipated proportional use of current rail rights -of -way, state highways, and below -ground subways versus any other rights -of -way or above -ground work; o A current -year cost estimate breakdown of the major sub -elements of the project such as overhead, environmental and permit work, design and engineering, right-of-way, construction/installation (including maintenance facilities, rail yard, equipment and other major components), construction/installation support, interest costs, rolling stock, and other supporting components; o Any extraordinary project cost escalation issues, such as extraordinary commodity, right- of-way, surety, energy costs, etc.; o A specific and accurate description of the source, commitment, and anticipated annual availability of any federal, state, local, or private fiznding identified for the project if applicable including a 3% local funding contribution to rail projects if indicated in Measure R and necessary to meet project expenses, and if the source funds are in current or year -of -expenditure dollars; Rev: 07.13.17 I-710 EIR 1 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT Measure R Project#: MR30615 FA# 920000000 MR306.15 o An annual schedule, in current dollars, of anticipated costs by the cost estimate categories described above; and; o The expected completion by month and year of project or program completion. Below is an excerpt of AB 2321 (2008, Feuer), the state legislation that requires the expenditure plan. What AB 2321(2008. Feuer) Says About the Expenditure Plan: Section b (3) B (f Prior to submitting the ordinance to the voters, the MTA shall adopt an expenditure plan for the net revenues derived from the tax. The expenditure plan shall include, in addition to otherprojects and programs identified by the MTA, the specified projects and programs listed in paragraph (3) ofsubdivision (b), the estimated total cost for each project and program, funds other than the tax revenues that the MTA anticipates will be expended on the projects and programs, and the schedule during which the MTA anticipates funds will be available for each project and program. The MTA shall also identify in its expenditure plan the expected completion dates for each project described in subparagraph (A) ofparagraph (3) ofsubdivision (b). To be eligible to receive revenues derived from the tax, an agency sponsoring a capital project or capital program shall submit to to MTA an expenditure plan for its project or prograrn containing the same elements as the expenditure plan that MTA is required by this subdivision to prepare. (k) No later than 365 days prior to the adoption ofan amendment described in paragraph (1) to an expenditure plan adopted pursuant to subdivision (f, including, but not limited to, the expenditure plan adopted by the MTA board as 'AttachmentA"in Ordinance #08-01 adopted by the board on July 24, 2008, and in addition to any other notice requirements in the proposing ordinance, the board shall notify the Members of the Legislature representing the County ofLos Angeles ofall of the following.• (1) A description of the proposed amendments to the adopted expenditure plan that would do any of the following.• (A) Affect the amount ofnet revenues derived from the tax imposed pursuant to this act that is proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (B) Affect the schedule for the availability offends proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (C) Affect the schedule for the estimated or expected completion date ofa capital project or projects identified in the adopted expenditure plan. (2) The reason for the proposed amendment. (3) The estimated impact the proposed amendment will have on the schedule, cost, scope, or timely availability offending for the capital project or projects contained in the adopted expenditure plan. Rev: 07.13.17 I-710 EIR 2 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT ATTACHMENT B-1 - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA.920000000MR306.15 Project Title: Review of I-710 EIR/EIS Project Project#:MR306 ) 5 PROGRAMMED SOURCES OF FUNDS PROJECT FUNDING FY14-15 and FY15.16 $0 $0 $0 $0 $0 $0 $0 $0 $0 SOURCES OF FUNDS FY 2016-17 Qtr 1 FY 2016-17 Qtr 2 FY 2016-17 Qtr 3 FY 2016-17 Qtr 4 FY 2017-18 Qtr 1 FY 2017-18 Qtr 2 FY 2017-18 Qtr 3 FY 2017-18 Qtr 4 TOTAL BUDGET LACMTA PROGRAMMED FUNDS: MEASURE R FUNDS: PAED $8,000 $4.000 $4,000 S2.000 $18.000 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction $0 Total MEASURE R $8,000 $4,000 $4,000 $2,000 $0 $0 $0 I $o I$18,000 PROP C 25% PAED $0 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction $0 Total PROP C 25% $0 $0 $0 I $0 I $0 I $0 I $0 I $o If0 SUM PROG LACMTA FUNDS: $8,000 $4,0001 $4,0001 $2,0001 Sol Sol $0 $18,000 ...E.,i3IQD1 5 .... ....... �= 16=$0 .......... .. PAED 1 S8,000 $4,000 $4,000 $2,000 $0 SO $0 $o $18,000 PS E $0 $0 $0 $o $0 $0 $0 $0 $0 RW Support $0 $0 $0 $o $0 $0 $0 $0 $0 Const. Support $0 I $0 I $0 I $0 $0 I $0 I $0 I $0 I $0 RW $0 I $0 I $0 I $0 I $0 I $0 I $0 I $0 I $0 Construction $0 I $0 $0 I $0 I $0 I $0 I $0 I $0 I $0 TOTAL MILESTONES $8,000 S4,000 1 $4,000 $2,000 $0 $0 $0 $0 I $18,0o0 SUM PROG LACMTA FUNDS $8,000 $4,000 $4,000 $2,000 $0 $0 $o $o $18,000 SUM NON-LACMTA FUNDS $0 $0 ----SOT-- $0 O $0 $0 I $0 I $0 I $0 TOTAL PROJECT FUNDING $8,000 $4,000 $41000 $2,000 $0 $0 $0 $0 $18,000 Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 ATTACHMENT C SCOPE OF WORK PROJECT TITLE: Review of the Draft 1-710 South EIR/EIS Project PROJECT BACKGROUND: The review of the 1-710 ElR/EIS by the City of Vernon and its Consultant team will ensure the projects impacts within the City are properly mitigated, and where possible to suggest improvements to specific mitigation measures, geometric designs which enhance and improve the environs along the 1-710 corridor. SCOPE: The City of Vernon and its Consultant team will review and prepare a list of comments on the environmental document titled Draft 1-710 Corridor recirculated EIR/EIS prepared by Caltrans and Los Angeles County Metropolitan Transportation Authority. Staff from the City of Vernon will attend 1-710 Corridor Project Technical Advisory Committee (TAC), Project Committee (PC), and Corridor Advisory Committee (CAC) meetings. At these meetings, the City of Vernon will be represented by Assistant City Engineer, Public Works Director, and/or City Engineer. Additionally, Metro and its consultant team will meet with the staff from the City of Vernon to discuss the revised engineering concepts for the proposed Alternatives and other engineering concepts/coordination which may have impacts in the City of Vernon and the local vicinity. The costs allowable for reimbursement include but is not limited to time and mileage to attend the TAC, PC, and CAC meetings, meetings with Metro, and internal meetings for City of Vernon staff to formalize recommendations requested by the 1-710 TAC, brief the City's PC member, and/or meet with Metro, as necessary. Project Schedule: Metro is managing the consultant contracts for the 1-710 Corridor Project; the project is scheduled for completion in Summer 2018. This scope will allow the City of Vernon to continue providing coordination and technical support for the 1-710 Corridor Project within the limits of the City of Vernon. Rev: 07.13.17 1 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 Deliverables: As part of the invoice submittal, the City will provide supporting comments to the recirculated 1-710 EIR/EIS as well as other documents, such as: meeting minutes, agendas, timesheets, consultant invoices and other additional back up required to Metro. Rev: 07.13.17 2 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT FA ATTACHMENT D PROJECT 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 LACMTA at ACCOUNTSPAYABLE@METRO.NET or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. 0. Box 512296, Los Angeles, California 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. • 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. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter. • The Quarterly Progress/Expenditure Report is due to the LACMTA 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 November 30 October - December February 28 January - March May 31 April - June August 31 Upon completion of the Project a final report that includes project's final evaluation must be submitted. Rev: 12.23.14 1 FA Local Attachment C Admin Guidelines EXPENDITURE GUIDELINES • Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee. • Any expense charged to the grant must be clearly and directly related to the 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 Q. 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. • LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee. DEFINITIONS • 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 LACMTA 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 • Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible. Rev: 12.23.14 2 FA Local Attachment C Admin Guidelines LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT Grantee To Complete Invoice # Invoice Date FA# Monthly Report # GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO METRO PROJECT MANAGER after the close of each month. 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. ('SECTION 1: GENERAL INFORMATION PROJECT TITLE: FA #: MONTHLY REPORT SUBMITTED FOR: Month: Year: DATE SUBMITTED Name: LACMTA Project Manager phone Number. e-mail: Contact Name: Job Title: GRANTEE Contact / Department: Project Manager City / Agency: Mailing Address: Phone Number: e-mail: Rev 12 23 14 FA Measure R FAvys Gen AtletMnant D-7 A1onNty Progress Report Rev: 11.1.14 1 FA Measure R Hwys Gen Attachment D-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT SECTION• -•REPORT 1. DELIVERABLES $MILESTONES List all deliverables and milestones as stated in the FA, with start and end dates. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 Onainal FA. Additionallyplease nrnvirle n CPM if the nrniert is in cnnstrurtinn FA Milestones Original FA Start Date in Scope of Work (Month/Year) Original FA End Date in Scope of Work (Month/Year)[(;Actual Start e Year) Actual End Date Month/Year Percent Completed By Time Current Completion Forecast (Month/Year) Schedule Variance (Months) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract PLANNING —Prepare Concept Report —Prepare Feasibility Stud Prepare Project Study Report PA&ED OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL -Develop Solicitation Package Fully Executed Contract PS&E 35% PS&E 65% PS&E 95% PS&E OTHER: Pleasespecify) ROW OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL Solicitation Package -Develop Fully Executed Contract CONSTRUCTION OTHER: (Please specify) 2. PROJECT COMPLETION Based on the comparison of the original and actual project milestone schedules above, project is (select only one) Ahead of original FA schedule Less than 12 months behind original schedule =On schedule per original FA schedule More than 24 months behind original schedule Between 12-24 months behind original schedule Rev. 11.1.14 2 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT 3. TASKS / MILESTONES ACCOMPLIS 4. PROJECT DELAY/ACTION ITEM TO RESOLvE DELAY If the project is delayed, include description of the delay and action items that have been, or will be, undertaken to resolve the delay. 6. COST SUMMARY Current Percent LACMTA Approved Approved Expenditures Completed By FA Milestones Project Budget Changes Budget to Date Cost Variance Dollar Amount S&E This Risk Register shall include a listing of potential project risks. Identify project risks and provide a description of individual risk events or unplanned events that may occur and the estimated outcome or impact to project scope, cost and schedule; provide a qualitative assessment of risk potential; identify risk mitigation strategies; and provide recommendations or actions for responding to project risk. This section requires periodic updates as the project progresses and as risk events occur. Risk Potential Risk Category Risk Event (Low/MediumlHigh) Risk Mitigation Strategies Environmental I:ZiPi9 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 Rev: 11.1.14 3 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA FA MEASURE R ATTACH M ENT D-2 QUARTERLY PROGRESS / EXPENSE REPORT GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO ACCOU NTSPAYABLEO METRO. NET or submit by mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, California 90051-0296 after the dose of each quarter, but no later than November 30. February 28, May 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 C) for further information. Please itemize grant -related charges for this Quarter on Page 5 of this report and include totals in this Section. LACMTA Measure R Grant $ Project Quarter Expenditure This Quarter Expenditure Retention Amount Net Invoice Amount (Less Retention) Funds =Expended to Date (Include this Quarter) Total Project Budget % of Project Budget Expended to Date Balance Remaining Rev: 12.23.14 1 FA Measure R Hwys Gen Attachment D•2 Quarterly Report PROJECT TITLE: FA #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: Quarter DATE SUBMITTED: LACMTA MODAL CATEGORY: F-12014-2015 F_�2015-2016 F-12017-2018 F—]2018-2019 F-]Q1: Jul - Sep F—]Q2: Oct - Dec F_�Q3: Jan - Mar F—]Q4: Apr -Jun RSTI ❑ Pedestrian F_JTDM ❑ Bicycle Transit Name: LACMTA Project Manager Phone Number: E-mail: Project Sponsor Contact i Project Manager Contact Name Job Title: Department: City / Agency: Mailing Address: Phone Number: E-mail: 2016-2017 F-]2019-2020 Signal Synchronization Goods Movement Rev: 12.23.14 2 FA Measure R Hwys Gen Attachment D-2 Quarterly Report List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN /N THE 2 ND AND 3 RD COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 FA 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 FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE. FA Milestones Original FA Schedule in Scope of Work Actual Schedule Start Date End Date Start Date End Date Environmental Clearance Design Bid & Award Design Right -of -Way Acquisition Construction Bid & Award Ground Breaking Event Construction Ribbon Cutting Event Total Project Duration (Months) A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) : On schedule per original FA schedule Between 12-24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the FA? ❑ Yes ❑ No El Not Applicable Less than 12 months behind original schedule More than 24 months behind original schedule C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? ❑ Yes Rev. 11.1.14 No Not Applicable FA Measure R Hwys Gen Attachment C-1 Quarterly Progress Expenditure Report Rev: 12.23.14 3 FA Measure R Hwys Gen Attachment D-2 Quarterly Report 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. Rev: 12.23.14 4 FA Measure R Hwys Gen Attachment D-2 Quarterly Report SECTION 4: ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER All expenses and charges 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 FA Attachment B, Scope of Work. Use additional pages if needed. ITEM INVOICE # TOTAL EXPENSES CHARGED TO LACMTA 1 2 3 4 5 6 7 8 9 10 11 12 13 TOTAL Note: 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). Invoice Payment Information: LACMTA will make all disbursements electronically unless an exception is requested in writing. ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107. ACH Request Forms can be found at www.metro.net/callforprojects. Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107. I certify that I am the responsible Project Manager or fiscal officer and representative of stated in this report is true and correct. Signature Name and that to the best of my knowledge and belief the information Date Title Rev: 12.23.14 5 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT E Federal Transportation Improvement Program (FTIP) NOT APPLICABLE Rev. 07.13.17 Attachment D FTIP FTIP #: N/A Project#: MR306.15 MR I-710- EIR MR Funding Agreement #:920000000MR30615. ATTACHMENT F BOND REQUIREMENTS The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds"). GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel. GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations. Rev: 07.13.17 1 AMENDED AND RESTATED FUNDING AGREEMENT FULLY EXECUTED AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT Interstate 710 South Early Action Projects This Funding Agreement ("FA") is dated for reference purposes only June 1, 2017, and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Vernon ("Grantee") for Staff Support for the Review of the Draft I-710 South EIR/EIS Project, LACMTA Project ID# MR306.15. This Project is eligible for funding under Line 33 Interstate 710 South Early Action Project of the Measure R Expenditure Plan. WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the "Ordinance"), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as "Measure R" and became effective on January 2, 2009. WHEREAS, the funding set forth herein is intended to fund the Review of the I-710 Recirculated Draft EIR/EIS; WHEREAS, the Grantee and LACMTA, entered into Funding Agreement #FA.MR306.15 (the "Existing FA") dated as of June 29, 2012 for $57,000 in Measure R Funds of which $52,199 has been expended with a balance of $4,801. By the terms of the Existing FA, the balance is unavailable; WHEREAS, the LACMTA Board, at its June 15, 2016 meeting, programmed $18,000 for subsequent review of the I-710 Recirculated Draft EIR/EIS for a total of $18,000; and, WHEREAS, funds are programmed in FY 2016-2017 for a total of $18,000. WHEREAS, Grantee and LACMTA desire to amend and restate the Existing FA in its entirety in order to reflect the reprogrammed fiords and amended Scope of Work. By entering into this FA, the parties desire that this FA will supersede and replace the Existing FA in its entirety. Rev: 07.13.17 I-710 EIR 1 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 . Project: #MR306.15 NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. Part I — Specific Terms of the FA 2. Part II — General Terms of the FA 3. Attachment A — Project Funding 4. Attachment B — Measure R Expenditure Plan Guidelines 5. Attachment B-1— Expenditure Plan- Cost & Cash Flow Budget 6. Attachment C -1— Scope of Work 7. Attachment D — Project Reporting and Expenditure Guidelines 8. Attachment D-1— Monthly Progress Report —N/A 9. Attachment D-2 — Quarterly Expenditure Report 10. Attachment E — Federal Transportation Improvement Program (FTIP) Sheet —N/A 11. Attachment F — Bond Requirements 12. _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 FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA. Rev: 07.13.17 I-710 EIR 2 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: `NFU -P-/�T4 I PhiUip A. Washington (I Chief Executive Officer APPROVED AS TO FORM: MARY C. WICKHAM County Counsel B uty GRANTEE: CITY OF VERNON By: M�ii-z.a Mayor ATTEST: Date: Date: 'Q"` 7//� Date: B •'Y. Date: S� Y• Maria E. ala City Clerk APPROVED AS TO FORM: By: t'� Date: ZI I`1 Brian Byun, Senfok Deputy City Attorney Rev: 07.13.17 I-710 EIR 3 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 PART I SPECIFIC TERMS OF THE FA 1. Title of the Project (the "Project"): Staff Support for the Review of the Draft I-710 South EIR/EIS Project — Design. LACMTA Project ID# MR306.15 2. Grant Funds: 2.1 Programmed Funds for this Project consist of the following: Measure R Funds. 2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $18,000 (the "Fund") for the Project. LACMTA Board of Directors' action of May 20, 2015 granted the Measure R Funds for the Project. The Funds are programmed over one year- for Fiscal Year FY2016-17 for $18,000. 3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Monthly Progress Report and/or the Quarterly Expenditure Report. GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter's expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work. 4. Attachment A the "Project Funding" documents all sources of funds programmed for the Project as approved by LACMTA and is attached as Attachment A. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of Funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action. 5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA's Managing Executive Officer of Construction & Engineering in writing. If the LACMTA's Managing Executive Officer of Construction & Engineering concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. In no event can the final milestone date be changed or amended by written concurrence by the LACMTA Managing Executive Officer of Construction & Engineering. Any change to the final milestone date must be made by a fully executed amendment to this FA. Rev: 07.13.17 I-710 EIR 4 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. Attachment C is the Scope of Work ("the Scope of Work"). The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone dates set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with this schedule and scope unless otherwise agreed to by the parties in writing. If GRANTEE is consistently behind schedule in meeting milestones or in delivering the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes it can make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Monthly Progress Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Monthly Progress Reports Attachment D-1. In no event can the final milestone date be amended by a Monthly Progress Report. 7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties. 8. Attachment D is the Project Reporting & Expenditure Guidelines. GRANTEE shall complete the "Monthly Progress Report" and/or the "Quarterly Expenditure Report". The Monthly Progress and Quarterly Expenditure Reports are attached to this FA as Attachments D- 1 and D-2 in accordance with Attachment D — Project Reporting and Expenditure Guidelines. 9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is attached as Attachment E and is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at http_//program.metro.net. All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed. 10. GRANTEE shall comply with the "Special Grant Conditions" attached as Attachment G, if any. Rev: 07.13.17 I-710 EIR 5 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 11. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non- material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non -material changes are those changes which do not affect the grant amount or its schedule, Project Funding, Financial Plan, or the Scope of Work, including the Work schedule. 12. LACMTA's Address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: Lucy Olmos Delgadillo LACMTA PROJECT MANAGER MAIL STOP: 99-22-9 PHONE (213) 922-7099 E-MAIL O1mosL@metro.net 13. GRANTEE's Address: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Director of Public Works, Daniel Wall PHONE: 323-583-8811 extension 245 E-MAIL: dwall@ci.vernon.ca.us 14. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax -exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status. Rev: 07.13.17 I-710 EIR 6 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART II GENERAL TERMS OF THE FA TERM The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing. SUSPENSION OR TERMINATION Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) to suspend or terminate the construction contractor's control over the Project. LACMTA's share of these costs will be consistent with the established funding percentages outlined in this F.A. 3. INVOICE BY GRANTEE Unless otherwise stated in this FA, the Monthly Progress Report or the Quarterly Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre -approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre -approved Monthly Progress Report or Quarterly Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Account Payable Department as shown below. Submit invoice with supporting documentation to: ACCOUNTSPAYABLEaMETRO.NET (preferable) or mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 All invoice material must contain the following information: Re: LACMTA Project ID# MR306.15 Agreement #:920000000MR30615 Lucy Olmos Delgadillo; Mail Stop 99-22-9 Rev: 07.13.17 I-710 EIR 7 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 4. USE OF FUNDS 4.1 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 and the specifications for use for the transportation purposes described in the Ordinance. 4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C. 4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this F.A. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel. 4.4 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, LACMTA requires that such activities be procured in accordance with GRANTEE's contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. GRANTEE staff or consultant with project oversight roles cannot award work to companies in which they have a financial or personal interest. This effective use of funds provision will be verified by LACMTA through on -going Project monitoring and through any LACMTA interim and final audits. 4.5 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 LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio. REIMBURSEMENT OF FUNDS Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Monthly Progress and Quarterly Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must complete the ACH form and submit such form to LACMTA before grant payments can be made. ACH Request Forms can be found at www.metro.net/projects_studies/calLprojects/ref_docs.htm. GRANTEE must provide detailed supporting documentation with its Monthly Progress and Quarterly Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter's payment. Rev: 07.13.17 I-710 EIR 8 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS 6.1 GRANTEE shall submit the draft of Monthly Progress Report (Attachment D-1) within seven (7) days from the last day of each month, if required, and submit the draft of Quarterly Expenditure Report (Attachment D-21 within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre -approval of the applicable report._ LACMTA shall review and respond in writing to the draft Monthly Progress and Quarterly Expenditure Reports within five (5) business days from receipt. Grantee shall submit the LACMTA pre - approved Monthly Progress Report and Quarterly Expenditure Report no later than five (5) days after receipt of LACMTA's written approval. Should GRANTEE fail to submit either the draft or pre -approved reports within five (5J days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Monthly Progress and the Quarterly Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. 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 Monthly Progress and Quarterly Expenditure Reports 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. 6.2 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre - award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review). 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 LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this F.A. The allowability of costs for GRANTEE's own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE's contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter I1, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE. Rev: 07.13.17 I-710 EIR 9 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.3 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 LACMTA to substantiate charges related to the Project (all collectively referred to as "records"). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA 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. Payment of retention amounts shall not occur until after the LACMTA's final audit is completed. 6.4 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project. 6.5 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all of the records of GRANTEE and its 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. 6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA. 6.7 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates. 6.8 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Audit Department such that LACMTA can meet its obligations under the Ordinance. 6.9 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. 6.10 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. Rev: 07.13.17 I-710 EIR 10 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.11 In addition to LACMTA's other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6. 7. GRANT This is a one time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA. 8. SOURCES AND DISPOSITION OF FUNDS 8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA. 8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub -region earmark pending support of the sub-region's Governing Board. A particular sub-region's Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project. 8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2. 8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein. Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE's own risk. 8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Rev: 07.13.17 I-710 EIR 11 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 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 FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher. 9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS 9.1 GRANTEE must demonstrate timely use of the Funds by: (i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) Beginning Project Design, Preliminary Engineering -(PE) within six (6) months from completion of environmental clearance, if appropriate. (iii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in Attachment C (Scope of Work) of this FA; and (iv) Submitting the Monthly Progress and Quarterly Expenditure Reports as described in Part II, Section 6.1 of this FA; and (v) Expending the Funds granted under this FA for allowable costs within five years or 60 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this F.A. All Funds programmed for FY2016-17 are subject to lapse by June 30, 2021. 9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA as part of its annual Recertification/Deobligation process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate. 10. DEFAULT A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; or (ii) GRANTEE fails to perform satisfactorily or makes a material change, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA's prior written consent or approval as provided herein. 11. REMEDIES Rev: 07.13.17 I-710 EIR 12 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 11.1 In the event of a Default by GRANTEE, LACMTA 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 LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity. 11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE. 11.3 The remedies described herein are non-exclusive. LACMTA 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. 12. COMMUNICATIONS 12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA's contribution to the Project as more particularly set forth in "Funding Agreement Communications Materials Guidelines" available on line or from the LACMTA Project Manager. Please check with the LACMTA Project Manager for the web address. The Funding Agreement Communications Materials Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Agreement Communications Materials Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer. 12.2 For purposes of this Agreement, "Communications Materials" include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of "Communications Materials" is found in the Funding Agreement Communications Materials Guidelines. 12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. These guidelines and logo files including scalable vector files will be available through the LACMTA Project Manager. 12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section. 12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE compliance with the terms and conditions of this Section. GRANTEE'S failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein. Rev: 07.13.17 I-710 EIR 13 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13. OTHER TERMS AND CONDITIONS 13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA 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 Agreement as though fully set forth herein. 13.2 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 FA. Equipment acquired as part of the Project, including office equipment, 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. 13.3 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 FA, 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. 13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of 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, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, 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 properly, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE's obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors 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 FA. Rev: 07.13.17 I-710 EIR 14 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.5 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 FA. 13.6 GRANTEE shall comply with and insure that work performed under this FA 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 LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto. 13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts. 13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 13.9 This FA shall be governed by California law. If any provision of this FA 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. 13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 13.11 Implementation of any ITS project shall be consistent with the Regional ITS Architecture. ITS projects must comply with the LACMTA Countywide ITS Policy and Procedures adopted by the LACMTA Board of Directors including the submittal of a completed, signed self -certification form. For the ITS policy and form, see www.metro.net/projects_studies/ca projects/other-xesources.htm. 13.12 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy. For the parking policy, see www. metro. net/proj ects_studies/call_proj ects /other_resources.htm. Rev: 07.13.17 I-710 EIR 15 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.13 GRANTEE will advise LACMTA prior to any key Project staffing changes. 13.14 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. 13.15 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise. Rev: 07.13.17 I-710 EIR 16 Measure R AMENDED AND RESTATED FUNDING AGREEMENT D Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT B MEASURE R EXPENDITURE PLAN GUIDELINES PROJECT DEVELOPMENT AND RIGHT OF WAY State Law Requires All Measure R Project and Program Sponsors to Submit an Expenditure Plan To be eligible to receive Measure R revenues, an agency sponsoring a capital project or program must by state law (AB 2321) submit an expenditure plan that is acceptable to the Los Angeles County Metropolitan Transportation Authority (LACMTA). Pursuant to this law, LACMTA cannot release Measure R funds to capital project or program sponsors until an expenditure plan containing the following elements is submitted, reviewed and deemed satisfactory by LACMTA. LACMTA staff will request that an expenditure plan be submitted before making a recommendation to the LACMTA Board to program funds to that project: o The estimated total cost for each project and program and/or each project or program activity; o Funds other than Measure R that the project or program sponsor anticipates will be expended on the projects and programs and/or each project or program activity; o The schedule during which the project sponsor anticipates funds will be available for each project and program and/or each project or program activity; and, o The expected completion dates for each project and program and/or project or program activity. Each of the above elements must be provided in enough detail to determine consistency with Measure R, the Long Range Transportation Plan for Los Angeles County, and the Los Angeles County Transportation Improvement Program (also a statutorily mandated function), as follows: o Project or program scope of work, including sufficient information to determine funding eligibility, including, but not limited to, the anticipated proportional use of current rail rights -of -way, state highways, and below -ground subways versus any other rights -of -way or above -ground work; o A current -year cost estimate breakdown of the major sub -elements of the project such as overhead, environmental and permit work, design and engineering, right-of-way, construction/installation (including maintenance facilities, rail yard, equipment and other major components), construction/installation support, interest costs, rolling stock, and other supporting components; o Any extraordinary project cost escalation issues, such as extraordinary commodity, right- of-way, surety, energy costs, etc.; o A specific and accurate description of the source, commitment, and anticipated annual availability of any federal, state, local, or private funding identified for the project if applicable including a 3% local funding contribution to rail projects if indicated in Measure R and necessary to meet project expenses, and if the source funds are in current or year -of -expenditure dollars; Rev: 07.13.17 I-710 EIR 1 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT Measure R Project#: MR30615 FA# 920000000 MR306.15 o An annual schedule, in current dollars, of anticipated costs by the cost estimate categories described above; and; o The expected completion by month and year of project or program completion. Below is an excerpt of AB 2321 (2008, Feuer), the state legislation that requires the expenditure plan. What AB 2321(2008, Feuer) Says About the Expenditure Plan: Section b (3) B (f Prior to submitting the ordinance to the voters, the MTA shall adopt an expenditure plan for the net revenues derived from the tax. The expenditure plan shall include, in addition to other projects and programs identified by the MTA, the specified projects and programs listed in paragraph (3) ofsubdivision (b), the estimated total cost for each project and program, funds other than the tax revenues that the MTA anticipates will be expended on the projects and programs, and the schedule during which the MTA anticipates funds will be available for each project and program. The MTA shall also identify in its expenditure plan the expected completion dates for each project described in subparagraph (A) ofparagraph (3) ofsubdAision (b). To be eligible to receive revenues derived from the tax, an agency sponsoring a capital project or capital program shall submit to to MTA an expenditure plan for its project or program containing the same elements as the expenditure plan that MTA is required by this subdivision to prepare. (k) No later than 365 days prior to the adoption ofan amendment described in paragraph (1) to an expenditure plan adopted pursuant to subdivision (f, including, but not limited to, the expenditure plan adopted by the MTA board as 'AttachmentA "in Ordinance #08-01 adopted by the board on July 24, 2008, and in addition to any other notice requirements in the proposing ordinance, the board shall notify the Members of the Legislature representing the County ofLos Angeles ofall ofthe following.• (1) A description of the proposed amendments to the adopted expenditure plan that would do any of the following.• (A) Affect the amount ofnet revenues derived from the tax imposed pursuant to this act that is proposed to be expended on a capital project orprojects identified in the adopted expenditure plan. (B) Affect the schedule for the availability offunds proposed to be expended on a capital project orprojects identified in the adopted expenditure plan. (C) Affect the schedule for the estimated or expected completion date ofa capital project or projects identified in the adopted expenditure plan. (2) The reason for the proposed amendment. (3) The estimated impact the proposed amendment will have on the schedule, cost, scope, or timely availability offending for the capital project orprojects contained in the adopted expenditure plan. Rev: 07.13.17 I-710 EIR 2 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT ATTACHMENT B-1- EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA.920000000MR306.15 Project Title: Review of I-710 EIR/EIS Project Project#:MR306.15 PROGRAMMED SOURCES OF FUNDS PROJECT FUNDING FY14-15 and FY15.16 �SO ;0 ;0 $O ;0 f0 SO SO $O SOURCES OF FUNDS FY 2016-17 Qtr 1 FY 2016-17 Qtr 2 FY 2016-17 Qtr 3 FY 2016-17 4 FY 2017-18 Qtr 1 FY 2017-18 Qtr 2 FY 2017.18 Qtr 3 FY 2017-18 Qtr 4 TOTAL BUDGET LACMTA PROGRAMMED FUNDS: MEASURE R FUNDS: PAED $8,000 $4,000 $4.000 S) ,)o(' $18,000 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction $0 Total MEASURE R $8,000 S4,000 $4,000 $2,000 So so so So 518,000 PROP C 25% PAED $0 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction I S0 Total PROP C 25%1 so I so I so 1 $0 so I so I so I So If0 SUM PROG LACMTA FUNDS: $8,000 1 $4,000 1 $4,000 $2,0001 so I so 1 $0 1$0 $18,000 ::: 5iIMMARY: OF ALL FUNDS .. ........... .. .............. ... .......... PAED $8,000 ;4,000 54,000 ;2,000 SO $O SO SO $18,000 PS8CE so so so SO so I so $0 SO $0 RW Support So so s0 so so I So so SO so Const.Support so 1 $0 1s0 I so SO I so I so I SO S0 RW So I So I So I So I so I so 1 $0 1 $0 1 So Construction so I SOT s0 so I so I so I so I so I so TOTAL MILESTONES $8,000 $4,000 $4,000 $2,000 so so so so $18,200 SUM PROG LACMTA FUNDS $8,000 $4,000 1 $4,000 1 $2,000 $0 1 so I so 1 $0 $18,000 SUM NON-LACMTA FUNDS $0 so so SO So SO S0 so so TOTAL PROJECT FUNDING $8,000 $4,000 $4,000 $2,000 so so so so S18,000 Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 ATTACHMENT C SCOPE OF WORK PROJECT TITLE: Review of the Draft 1-710 South EIR/EIS Project PROJECT BACKGROUND: The review of the 1-710 ElR/EIS by the City of Vernon and its Consultant team will ensure the projects impacts within the City are properly mitigated, and where possible to suggest improvements to specific mitigation measures, geometric designs which enhance and improve the environs along the 1-710 corridor. SCOPE: The City of Vernon and its Consultant team will review and prepare a list of comments on the environmental document titled Draft 1-710 Corridor recirculated EIR/EIS prepared by Caltrans and Los Angeles County Metropolitan Transportation Authority. Staff from the City of Vernon will attend 1-710 Corridor Project Technical Advisory Committee (TAC), Project Committee (PC), and Corridor Advisory Committee (CAC) meetings. At these meetings, the City of Vernon will be represented by Assistant City Engineer, Public Works Director, and/or City Engineer. Additionally, Metro and its consultant team will meet with the staff from the City of Vernon to discuss the revised engineering concepts for the proposed Alternatives and other engineering concepts/coordination which may have impacts in the City of Vernon and the local vicinity. The costs allowable for reimbursement include but is not limited to time and mileage to attend the TAC, PC, and CAC meetings, meetings with Metro, and internal meetings for City of Vernon staff to formalize recommendations requested by the 1-710 TAC, brief the City's PC member, and/or meet with Metro, as necessary. Project Schedule: Metro is managing the consultant contracts for the 1-710 Corridor Project; the project is scheduled for completion in Summer 2018. This scope will allow the City of Vernon to continue providing coordination and technical support for the 1-710 Corridor Project within the limits of the City of Vernon. Rev: 07.13.17 1 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 Deliverables: As part of the invoice submittal, the City will provide supporting comments to the recirculated 1-710 EIROS as well as other documents, such as: meeting minutes, agendas, timesheets, consultant invoices and other additional back up required to Metro. Rev: 07.13.17 2 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT FA ATTACHMENT D PROJECT 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 LACMTA at ACCOUNTSPAYABLE(@METRO.NET or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 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. • 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. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter. • The Quarterly Progress/Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year: Quarter July —September October - December January - March April - June Report Due Date 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. Rev: 12.23.14 1 FA Local Attachment C Admin Guidelines EXPENDITURE GUIDELINES • Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee. • Any expense charged to the grant must be clearly and directly related to the 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 Q. 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. • LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee. DEFINITIONS 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 LACMTA 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 • Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible. Rev: 12.23.14 2 FA Local Attachment C Admin Guidelines LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT Invoice # Invoice Date FA# Monthly Report # GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO METRO PROJECT MANAGER after the close of each month. 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. 5EG I ION 1: GENERAL INFORMATION PROJECT TITLE: FA #: MONTHLY REPORT SUBMITTED FOR: Month: Year: DATE SUBMITTED: Contact Name: Job Title: GRANTEE Contact / Department: Project Manager City / Agency: Mailing Address: Phone Number. e-mail: Rev. 12.23,14 FA Measure R Hvrya Gen Attachment 0-1 Monthly Progress Report Rev: 11.1.14 1 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: List all deliverables and milestores as stated in the FA, with start and end dates. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from thn— stated in the (,Mina/ FA Arlrlitinnally n1— nrnvi.la a r.PAA if rho —;— i� M ---6— FA Milestones Original FA Start Date in Scope of Work (Month/Year) Original FA End Date in Scope of Work (Month/Year) Actual Start Date (Month/Year) Actual End Date Month/Year Percent Completed By Time Current Completion Forecast Month/Year) Schedule Variance (Months) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract PLANNING Prepare Concept Report Prepare Feasibility Stud Prepare Project Study Report PA&ED OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract PS&E 35 % PS&E 65% PS&E 95% PS&E OTHER: Pleasespecify) ROW OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract CONSTRUCTION OTHER: (Please specify) 2. PROJECT COMPLETION Based on the comparison of the original and actual project milestone schedules above, project is (select only one) Ahead of original FA schedule less than 12 months behind original schedule =On schedule per original FA schedule ElMore than 24 months behind original schedule Between 12-24 months behind onginal schedule Rev 11.1.14 2 FA Measure R Hwjs Gen Attachment 0-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT 1f5 % MILESTAS ACCO List tasks or milestones accomplished and proqress made this month. include description of the delay and action items that have been, or will SUMMARY Current Percent LACMTA Approved Approved Expenditures Completed By This Risk Register shall include a listing of potential project risks. Identify project risks and provide a description of individual risk events or unplanned events that may occur and the estimated outcome or impact to project scope, cost and schedule; provide a qualitative assessment of risk potential; identify risk mitigation strategies; and provide recommendations or actions for responding to project risk. This section requires periodic updates as the project progresses and as risk events occur. 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 Rev: 11.1.14 3 FA Measure R Hwys Gen Attachment D-1 Monthly Progress Report LACMTA FA M EASU RE R ATTACH M ENT D-2 QUARTERLY PROGRESS / EXPENSE REPORT GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO ACCOU NTS PAYAB LE O METRO. NET or submit by mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, California 90051-0296 after the dose of each quarter, but no later than November 30, February 28. May 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 C) for further information. Please itemize grant -related charges for this Quarter on Page 5 of this report and include totals in this Section. LACMTA Measure R Grant $ Project Quarter Expenditure This Quarter Expenditure Retention Amount Net Invoice Amount (Less Retention) Project -to -Date Funds Expended to Date (Include this Quarter) Total Project Budget % of Project Budget Expended to Date Balance Remaining Rev: 12.23.14 1 FA Measure R Hwys Gen Attachment D-2 Quarterly Report SECTION 2: GENERAL INFORMATION PROJECT TITLE: FA #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: Quarter: DATE SUBMITTED: LACMTA MODAL CATEGORY: R2014-2015 F—]2015-2016 F-]2017-2018 F-12018-2019 F_]Q1: Jul - Sep 7Q2: Oct - Dec F_1Q3: Jan - Mar F—]Q4: Apr - Jun RSTI Pedestrian ❑ TDM ❑ Bicycle Transit Name: LACMTA Project Manager Phone Number: E-mail: Project Sponsor Contact i Project Manager Contact Name Job Title: Department: City / Agency: Mailing Address: Phone Number: E-mail: F_�2016-2017 ❑ 2019-2020 Signal Synchronization ❑ Goods Movement Rev: 12.23.14 2 FA Measure R Hwys Gen Attachment D-2 Quarterly Report List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN /N THE 2 No AND 3 RD COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 FA 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 FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE. FA Milestones Original FA Schedule in Scope of Work Actual Schedule Start Date End Date Start Date End Date Environmental Clearance Design Bid & Award Design Right -of -Way Acquisition Construction Bid & Award Ground Breaking Event Construction Ribbon Cutting Event Total Project Duration (Months) A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) : F]On schedule per original FA schedule Between 12-24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the FA? El Yes ElNo ElNot Applicable Less than 12 months behind original schedule More than 24 months behind original schedule C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? 1-1 Yes No ❑ Not Applicable FA Measure R Hwys Gen Attachment C-1 Quarterly Progress Expenditure Report Rev. 11 1.14 Rev: 12.23.14 3 FA Measure R Hwys Gen Attachment D-2 Quarterly Report 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. Rev: 12.23.14 4 FA Measure R Hwys Gen Attachment D-2 Quarterly Report f SECTION 4: ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER All expenses and charges 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 FA Attachment B, Scope of Work. Use additional pages if needed. Note: 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). Invoice Payment Information: LACMTA will make all disbursements electronically unless an exception is requested in writing. ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107. ACH Request Forms can be found at www.metro.net/califorprojects. Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107. 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 Name Date Title Rev: 12.23.14 5 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT E Federal Transportation Improvement Program (FTIP) NOT APPLICABLE Rev. 07.13.17 Attachment D FTIP FTIP #: N/A Project#: MR306.15 MR I-710- EIR MR Funding Agreement #:920000000MR30615. ATTACHMENT F BOND REQUIREMENTS The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds"). GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel. GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations. Rev: 07.13.17 1 AMENDED AND RESTATED FUNDING AGREEMENT STAFF REPORT i C ecWw RECEIVED ,r RECEIVED AUG 31 2011 CITY ADMINISTRATION CLERK'S OFFICE STAFF REPORT �j PUBLIC WORKS DEPARTMENT C" I Consent DATE: September 5, 2017 TO: Honorable Mayor And City Council V,W FROM: Daniel Wall, Director 9 Public Works Department Originator: Claudia Arellano, Stormwater & Special Projects Analyst RE: A Resolution Approving • the Measure R Funding Agreement Highway Program Amended and Restated Funding Agreement for the Interstate 710 South Early Action Projects with the Los Angeles County Metropolitan Transportation Authority Recommendation A. Find that the approval of the proposed resolution for the Amended and Restated Measure R Funding Agreement for the Interstate 710 South Early Action Projects (hereinafter referred to as the "Amended and Restated Measure R Funding Agreement") for Staff Support for the Review of the Draft I-710 South Environmental Impact Report/Environmental Impact Study (EIR/EIS) (hereinafter referred to as the "Project") is exempt from the California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15262, because the project only involves feasibility or planning studies for possible future, actions which the City has not approved, adopted, or funded; and B. Adopt a resolution approving and authorizing the execution of the Amended and Restated Measure R Funding Agreement between the Los Angeles County Metropolitan Transportation Authority ("Metro') and the City of Vernon for the Interstate 710 South Early Action Projects. Background Metro and Caltrans are implementing a highway improvement project known as the I-710 Corridor Improvement Project. The proposed project will widen the Long Beach Freeway (I-710) between Ocean Boulevard and the Pomona Freeway (SR-60). As part of the Project, Metro authorized funding agreements for local agency review of the draft I-710 South EIR/EIS. As such, the City of Vernon City Council approved a Funding Agreement by and between the City of Vernon and Metro for the Project in the amount of $57,000 under Resolution No. 2012-177. More specifically, Metro agreed to fund the review of the Project. The City of Vernon City Council authorized the issuance of a Request for Proposals to seek a consultant to assist the City of Vernon with the Project under Resolution No. 2012-53. Ultimately, the City of Vernon City Council accepted the bid of Chambers Group, Inc. for the review of the Project on behalf of the City under Resolution No. 2012-117. The final cost for the services provided by Chambers Group, Inc. on behalf of the City totaled $52,198. The balance of the funds is no longer available. On November 1, 2016 the City of Vernon City Council approved the Measure R Funding Agreement for the Recirculated Draft EIR/EIS (see attached) for City staff to participate in the Project Technical Advisory Committee and Project Committee, and City Council members to participate in the Project Committee meetings. Subsequently, Metro staff advised City staff that the Measure R Funding Agreement for the Recirculated Draft EIR/EIS was inadvertently not vetted through Metro's Legal Department. As such, Metro's Legal Department has now submitted the attached Amended and Restated Measure R Funding Agreement for the City of Vernon's approval (Exhibit A to proposed resolution). As with the Measure R Funding Agreement for the Recirculated Draft EIR/EIS, the intent of the Amended and Restated Measure R Funding Agreement is to reimburse the City for staff s time to provide technical support of the revised engineering concepts for the proposed alternatives and other engineering concepts/coordination which may have impacts in the City of Vernon and the local vicinity. In addition, Metro's on -call consultant will assist the Public Works Department staff review said documents. Expenses for Metro's on -call consultant will be funded by Metro. The Amended and Restated Measure R Funding Agreement has been reviewed and approved as to form by the City Attorney's Office. Fiscal Impact There is no lasting fiscal impact as Metro Will reimburse the City for staff time and fund the costs for Metro's on -call consultant to assist the Public Works Department staff with the review of the draft I-710 South EIR/EIS documents. Metro is granting the City of Vernon an additional $18,000 for work performed on the Project and draft I-710 South EIR/EIS. The Public Works Department budgeted for this work in the Fiscal Year 2017/2018 Street Operations account. Attachment 1) Proposed resolution Page 2 of 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT FOR THE INTERSTATE 710 SOUTH EARLY ACTION PROJECTS BY AND BETWEEN THE CITY OF VERNON AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY WHEREAS, on September 4, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-177 approving and authorizing the execution of a Measure R Funding Agreement with the Los Angeles County Metropolitan Transportation Authority ("LACMTA") regarding the Interstate 710 South Early Action Projects; and WHEREAS, on November 1, 2016, by minute order, the City Council of the City of Vernon approved and authorized the execution of a Measure R Funding Agreement for the Recirculated Draft EIR/EIS with LACMTA; and WHEREAS, LACMTA staff has advised the City that the Measure R Funding Agreement for the Recirculated Draft EIR/EIS was inadvertently not vetted through LACMTA's Legal Department and has submitted a Measure R Funding Agreement Highway Program Amended and Restated Funding Agreement (the "Agreement"); and WHEREAS, by memorandum dated September 5, 2017, the Director of Public Works has recommended that the City Council approve and authorize the execution of the Agreement for the Interstate 710 South Early Action Projects; and WHEREAS, the City Council of the City of Vernon desires to approve the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt from the California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15262, because the project only involves feasibility or planning studies for possible future actions which the City has not approved, adopted, or funded. SECTION 3: The City Council of the City of Vernon hereby approves the Measure R Funding Agreement Highway Program Amended and Restated Funding Agreement (the "Agreement") with the Los Angeles County Metropolitan Transportation Authority, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: Any resolutions, specifically Resolution No. 2012-177, or parts of a resolution or minute orders, not consistent with or in conflict with this Resolution are hereby repealed. SECTION 7: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully - 2 - executed Agreement to LACMTA. SECTION 8: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 5thday of September, 2017. ATTEST: City Clerk / Deputy City Clerk APPROVED AS TO FORM: Brian Name: Title: Mayor / Mayor Pro-Tem , Senior Deputy City Attorney - 3 - STATE OF CALIFORNIA COUNTY OF LOS ANGELES I, ss City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 5, 2017, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September, 2017, at Vernon, California. (SEAL) City Clerk / Deputy City Clerk - 4 - EXHIBIT A FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 MEASURE R FUNDING AGREEMENT HIGHWAY PROGRAM AMENDED AND RESTATED FUNDING AGREEMENT Interstate 710 South Early Action Projects This Funding Agreement ("FA") is dated for reference purposes only June 1, 2017, and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Vernon ("Grantee") for Staff Support for the Review of the Draft I-710 South EIR/EIS Project, LACMTA Project ID# MR306.15. This Project is eligible for funding under Line 33 Interstate 710 South Early Action Project of the Measure R Expenditure Plan. WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the "Ordinance"), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as "Measure R" and became effective on January 2, 2009. WHEREAS, the funding set forth herein is intended to fund the Review of the I-710 Recirculated Draft EIR/EIS; WHEREAS, the Grantee and LACMTA, entered into Funding Agreement #FA.MR306.15 (the "Existing FA") dated as of June 29, 2012 for $57,000 in Measure R Funds of which $52,199 has been expended with a balance of $4,801. By the terms of the Existing FA, the balance is unavailable; WHEREAS, the LACMTA Board, at its June 15, 2016 meeting, programmed $18,000 for subsequent review of the I-710 Recirculated Draft EIR/EIS for a total of $18,000; and, WHEREAS, funds are programmed in FY 2016-2017 for a total of $18,000. WHEREAS, Grantee and LACMTA desire to amend and restate the Existing FA in its entirety in order to reflect the reprogrammed funds and amended Scope of Work. By entering into this FA, the parties desire that this FA will supersede and replace the Existing FA in its entirety. Rev: 07.13.17 I-710 EIR 1 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 NOW, THEREFORE, the parties hereby agree as follows: The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein: 1. Part I - Specific Terms of the FA 2. Part II - General Terms of the FA 3. Attachment A - Project Funding 4. Attachment B - Measure R Expenditure Plan Guidelines 5. Attachment B-1- Expenditure Plan- Cost & Cash Flow Budget 6. Attachment C -1- Scope of Work 7. Attachment D - Project Reporting and Expenditure Guidelines 8. Attachment D-1 - Monthly Progress Report -N/A 9. Attachment D-2 - Quarterly Expenditure Report 10. Attachment E - Federal Transportation Improvement Program (FTIP) Sheet -N/A 11. Attachment F - Bond Requirements 12. 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 FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA. Rev: 07.13.17 I-710 EIR 2 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#:N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below: LACMTA: LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY Phillip A. Washington Chief Executive Officer APPROVED AS TO FORM: MARY C. WICKHAM County Counsel S uty GRANTEE: CITY OF VERNON I3 ATTEST: WM Melissa Ybarra Mayor Maria E. Ayala City Cleric APPROVED AS TO FORM: City Attorney Date: Date: T/ Date: Date: Date: Rev; 07.13,17 I-710 EIR 3 Measure R AME`TDED AND RESTATED FU'\.DING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART I SPECIFIC TERMS OF THE FA 1. Title of the Project (the "Project"): Staff Support for the Review of the Draft I-710 South EIR/EIS Project - Design. LACMTA Project ID# MR306.15 2. Grant Funds: 2.1 Programmed Funds for this Project consist of the following: Measure R Funds. 2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R funds in the amount of $18,000 (the "Fund") for the Project. LACMTA Board of Directors' action of May 20, 2015 granted the Measure R Funds for the Project. The Funds are programmed over one year- for Fiscal Year FY2016-17 for $18,000. 3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Monthly Progress Report and/or the Quarterly Expenditure Report. GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter's expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work. 4. Attachment A the "Project Funding" documents all sources of funds programmed for the Project as approved by LACMTA and is attached as Attachment A. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action. 5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA's Managing Executive Officer of Construction & Engineering in writing. If the LACMTA's Managing Executive Officer of Construction & Engineering concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. In no event can the final milestone date be changed or amended by written concurrence by the LACMTA Managing Executive Officer of Construction & Engineering. Any change to the final milestone date must be made by a fully executed amendment to this FA. Rev: 07.13.17 I-710 EIR 4 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6. Attachment C is the Scope of Work ("the Scope of Work"). The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone dates set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with this schedule and scope unless otherwise agreed to by the parties in writing. If GRANTEE is consistently behind schedule in meeting milestones or in delivering the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9,10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes it can make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Monthly Progress Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Monthly Progress Reports Attachment D-1. In no event can the final milestone date be amended by a Monthly Progress Report. 7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties. 8. Attachment D is the Project Reporting & Expenditure Guidelines. GRANTEE shall complete the "Monthly Progress Report" and/or the "Quarterly Expenditure Report". The Monthly Progress and Quarterly Expenditure Reports are attached to this FA as Attachments D-1 and D-2 in accordance with Attachment D - Project Reporting and Expenditure Guidelines. 9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is attached as Attachment E and is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at httpI/nrogram.metro.net. All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed. 10. GRANTEE shall comply with the "Special Grant Conditions" attached as Attachment G, if any. Rev: 07.13.17 I-710 EIR 5 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 11. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non -material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non -material changes are those changes which do not affect the grant amount or its schedule, Project Funding, Financial Plan, or the Scope of Work, including the Work schedule. 12. LACMTA's Address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: John Schlenz LACMTA PROJECT MANAGER MAIL STOP: 99-22-9 PHONE (213) 922-4725 E-MAIL SchlenzJ@metro.net 13. GRANTEE's Address: City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 Attn: Director of Public Works, Daniel Wall PHONE: 323-583-8811 extension 245 E-MAIL: dwall@ci.vernon.ca.us 14. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax -exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in Rev: 07.13.17 I-710 EIR 6 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status. Rev: 07.13.17 I-710 EIR Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 PART II GENERAL TERMS OF THE FA TERM The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing. 2. SUSPENSION OR TERMINATION Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) to suspend or terminate the construction contractor's control over the Project. LACMTA's share of these costs will be consistent with the established funding percentages outlined in this FA. 3. INVOICE BY GRANTEE Unless otherwise stated in this FA, the Monthly Progress Report or the Quarterly Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre -approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre -approved Monthly Progress Report or Quarterly Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Account Payable Department as shown below. Submit invoice with supporting documentation to: ACCOUNTSPAYABLE@METROYET (preferable) or mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, CA 90051-0296 All invoice material must contain the following information: Re: LACMTA Project ID# MR306.15 Agreement #:920000000MR30615 Rev: 07.13.17 I-710 EIR 8 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 John Schlenz; Mail Stop 99-22-9 4. USE OF FUNDS 4.1 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 and the specifications for use for the transportation purposes described in the Ordinance. 4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C. 4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel. 4.4 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, LACMTA requires that such activities be procured in accordance with GRANTEE's contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay "in-house" staff time. GRANTEE staff or consultant with project oversight roles cannot award work to companies in which they have a financial or personal interest. This effective use of funds provision will be verified by LACMTA through on -going Project monitoring and through any LACMTA interim and final audits. 4.5 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 LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio. S. REIMBURSEMENT OF FUNDS Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Monthly Progress and Quarterly Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must complete the ACH form and submit such form to LACMTA before grant payments can be made. ACH Request Forms can be found at www.metro.net/projects-studies/call-projects/ref-docs.htm. GRANTEE must provide Rev: 07.13.17 I-710 EIR 9 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 detailed supporting documentation with its Monthly Progress and Quarterly Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter's payment. Rev: 07.13.17 I-710 EIR 10 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS 6.1 GRANTEE shall submit the draft of Monthly Progress Report (Attachment D-1) within seven (7) days from the last day of each month, if required, and submit the draft of Quarterly Expenditure Report (Attachment D-2a within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre -approval of the applicable report.- LACMTA shall review and respond in writing to the draft Monthly Progress and Quarterly Expenditure Reports within five (5) business days from receipt. Grantee shall submit the LACMTA pre -approved Monthly Progress Report and Quarterly Expenditure Report no later than five (5) days after receipt of LACMTA's written approval. Should GRANTEE fail to submit either the draft or pre -approved reports within five (51 days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Monthly Progress and the Quarterly Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. 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 Monthly Progress and Quarterly Expenditure Reports 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. 6.2 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre -award audits, performance audits and final audits. LACMTA will commence a final audit within six months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review). 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 LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE's own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE's contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE. Rev: 07.13.17 I-710 EIR 11 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.3 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 LACMTA to substantiate charges related to the Project (all collectively referred to as "records"). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA 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. Payment of retention amounts shall not occur until after the LACMTA's final audit is completed. 6.4 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project. 6.5 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all of the records of GRANTEE and its 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. 6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA. 6.7 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates. 6.8 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Audit Department such that LACMTA can meet its obligations under the Ordinance. 6.9 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. Rev: 07.13.17 I-710 EIR 12 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 6.10 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA. 6.11 In addition to LACMTA's other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6. 7. GRANT This is a one time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA. 8. SOURCES AND DISPOSITION OF FUNDS 8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA. 8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub -region earmark pending support of the sub-region's Governing Board. A particular sub-region's Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project. 8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2. 8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein. Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE's own risk. Rev: 07.13.17 I-710 EIR 13 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, 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 FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher. 9. TIMELY USE OF FUNDS_,/ REPROGRAMMING OF FUNDS 9.1 GRANTEE must demonstrate timely use of the Funds by: (i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and (ii) Beginning Project Design, Preliminary Engineering -(PE) within six (6) months from completion of environmental clearance, if appropriate. (iii) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in Attachment C (Scope of Work) of this FA; and (iv) Submitting the Monthly Progress and Quarterly Expenditure Reports as described in Part II, Section 6.1 of this FA; and (v) Expending the Funds granted under this FA for allowable costs within five years or 60 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY2016-17 are subject to lapse by June30, 2021. 9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA as part of its annual Recertification/Deobligation process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate. Rev: 07.13.17 I-710 EIR 14 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Funding Agreement: #920000000MR30615 Measure R Funding Agreement Project: #MR306.15 10. DEFAULT A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; or (ii) GRANTEE fails to perform satisfactorily or makes a material change, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA's prior written consent or approval as provided herein. 11. REMEDIES 11.1 In the event of a Default by GRANTEE, LACMTA 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 LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity. 11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE. 11.3 The remedies described herein are non-exclusive. LACMTA 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. 12. COMMUNICATIONS 12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA's contribution to the Project as more particularly set forth in "Funding Agreement Communications Materials Guidelines" available on line or from the LACMTA Project Manager. Please check with the LACMTA Project Manager for the web address. The Funding Agreement Communications Materials Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Agreement Communications Materials Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer. 12.2 For purposes of this Agreement, "Communications Materials" include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of "Communications Materials" is found in the Funding Agreement Communications Materials Guidelines. Rev: 07.13.17 I-710 EIR 15 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. These guidelines and logo files including scalable vector files will be available through the LACMTA Project Manager. 12.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section. 12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE compliance with the terms and conditions of this Section. GRANTEE'S failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein. 13. OTHER TERMS AND CONDITIONS 13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA 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 Agreement as though fully set forth herein. 13.2 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 FA. Equipment acquired as part of the Project, including office equipment, 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. 13.3 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 FA, 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. 13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of 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, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, 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, Rev: 07.13.17 I-710 EIR 16 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 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) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE's obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors 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 FA. Rev: 07.13.17 I-710 EIR 17 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.5 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 FA. 13.6 GRANTEE shall comply with and insure that work performed under this FA 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 LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto. 13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts. 13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable. 13.9 This FA shall be governed by California law. If any provision of this FA 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. 13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns. 13.11 Implementation of any ITS project shall be consistent with the Regional ITS Architecture. ITS projects must comply with the LACMTA Countywide ITS Policy and Procedures adopted by the LACMTA Board of Directors including the submittal of a completed, signed self -certification form. For the ITS policy and form, see www.metro.net/proj_ects studies/call proiectsJother resources.htm. 13.12 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy. For the parking policy, see www.metro.net/12rojects studies/call projects/other resources.htm. Rev: 07.13.17 I-710 EIR 18 Measure R AMENDED AND RESTATED FUNDING AGREEMENT FTIP#: N/A Measure R Funding Agreement Funding Agreement: #920000000MR30615 Project: #MR306.15 13.13 GRANTEE will advise LACMTA prior to any key Project staffing changes. 13.14 Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address. 13.15 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise. Rev: 07.13.17 I-710 EIR 19 Measure R AMENDED AND RESTATED FUNDING AGREEMENT ►C �y'j oe o 0 0 0 0 0e 00 O O O O p pp O O O O O O O O O O 00 00 x O H � al ' '. �A 'A ss G1 N 00 ti O N Ef? d9 d? ao N ri O N �o co 00 00 p tP LA ti O ...... J. to f? UN 0 In M 'C En z In im � z0 w z E°• ac1 w Ln A A z O w'n z H U z w w ¢ O q x w h U z w �, a W O w O w h a F O rw o� bq v a Ln 0 v 0 Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT B MEASURE R EXPENDITURE PLAN GUIDELINES PROJECT DEVELOPMENT AND RIGHT OF WAY State Law Requires All Measure R Project and Program Sponsors to Submit an Expenditure Plan To be eligible to receive Measure R revenues, an agency sponsoring a capital project or program must by state law (AB 2321) submit an expenditure plan that is acceptable to the Los Angeles County Metropolitan Transportation Authority (LACMTA). Pursuant to this law, LACMTA cannot release Measure R fimds to capital project or program sponsors until an expenditure plan containing the following elements is submitted, reviewed and deemed satisfactory by LACMTA. LACMTA staff will request that an expenditure plan be submitted before making a recommendation to the LACMTA Board to program funds to that project: o The estimated total cost for each project and program and/or each project or program activity; o Funds other than Measure R that the project or program sponsor anticipates will be expended on the projects and programs and/or each project or program activity; o The schedule during which the project sponsor anticipates funds will be available for each project and program and/or each project or program activity; and, o The expected completion dates for each project and program and/or project or program activity. Each of the above elements must be provided in enough detail to determine consistency with Measure R, the Long Range Transportation Plan for Los Angeles County, and the Los Angeles County Transportation Improvement Program (also a statutorily mandated function), as follows: o Project or program scope of work, including sufficient information to determine funding eligibility, including, but not limited to, the anticipated proportional use of current rail rights -of -way, state highways, and below -ground subways versus any other rights -of -way or above -ground work; o A current -year cost estimate breakdown of the major sub -elements of the project such as overhead, environmental and permit work, design and engineering, right-of-way, construction/installation (including maintenance facilities, rail yard, equipment and other major components), construction/installation support, interest costs, rolling stock, and other supporting components; o Any extraordinary project cost escalation issues, such as extraordinary commodity, right- of-way, surety, energy costs, etc.; o A specific and accurate description of the source, commitment, and anticipated annual availability of any federal, state, local, or private funding identified for the project if applicable including a 3% local funding contribution to rail projects if indicated in Measure R and necessary to meet project expenses, and if the source funds are in current or year -of -expenditure dollars; Rev: 07.13.17 I-710 EIR 1 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT Measure R Project#: MR30615 FA# 920000000 MR306.15 o An annual schedule, in current dollars, of anticipated costs by the cost estimate categories described above; and; o The expected completion by month and year of project or program completion. Below is an excerpt of AB 2321 (2008, Feuer), the state legislation that requires the expenditure plan. What AB 2321(2008, Feuer) Says About the Expenditure Plan: Section b (3) B (1) Prior to submitting the ordinance to the voters, the MTA shall adopt an expenditure plan for the net revenues derived from the tax. The expenditure plan shall include, in addition to other projects and programs identified by the MTA, the specified projects and programs listed in paragraph (3) ofsubdivision (b), the estimated total cost for each project and program, funds other than the tax revenues that the MTA anticipates will be expended on the projects and programs, and the schedule during which the MTA anticipates funds will be available for each project and program. The MTA shall also identify in its expenditure plan the expected completion dates for each project described in subparagraph (A) ofparagraph (3) ofsubdivision (b). To be eligible to receive revenues derived from the tax, an agency sponsoring a capital project or capital program shall submit to to MTA an expenditure plan for itsproject orprogram containing the same elements as the expenditure plan that MTA is required by this subdivision to prepare. (k) No later than 365 days prior to the adoption ofan amendment described in paragraph (1) to an expenditure plan adopted pursuant to subdivision (1), including, but not limited to, the expenditure plan adopted by the MTA board as 'AttachmentA "in Ordinance #08-01 adopted by the board on July 24, 2008, and in addition to any other notice requirements in the proposing ordinance, the board shall notify the Members ofthe Legislature representing the County ofLos Angeles ofall of the following.• (1) A description of the proposed amendments to the adopted expenditure plan that would do any ofthe following. (A) Affect the amount ofn e t re ven u es derived from the tax imposed pursuant to this act that is proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (B) Affect the schedule for the availability offends proposed to be expended on a capital project or projects identified in the adopted expenditure plan. (C) Affect the schedule for the estimated or expected completion date ofa capital project or projects identified in the adopted expenditure plan. (2) The reason for the proposed amendment. (3) The estimated impact the proposed amendment will have on the schedule, cost, scope, or timely availability offunding for the capital project or projects contained in the adopted expenditure plan. Rev: 07.13.17 I-710 EIR 2 Attachment B AMENDED AND RESTATED FUNDING Measure R Expenditure Guidelines AGREEMENT ATTACHMENT B-1- EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA.920000000MR306.15 Project Title: Review of I-710 EIR/EIS Project Project#:MR306.15 PROGRAMMED SOURCES OF FUNDS PROJECT FUNDING FY14-15 and FY15-16 $0 $o $0 So $0 $o $o $0 $0' SOURCES OF FUNDS FY 2016-17 Qtr 1 FY 2016-17 Qtr 2 FY 2016-17 Qtr 3 FY 2016-17 Qtr 4 FY 2017-18 Qtr 1 FY 2017.18 Qtr 2 FY 2017.18 Qtr 3 FY 2017-18 Qtr 4 TOTAL BUDGET LACMTA PROGRAMMED FUNDS: MEASURE R FUNDS: PAED $8,000 $4,000 $4,000 $2,000 $18,000 PS&E $0 RW Support $0 Const. Support $0 RW $0 Construction $0 Total MEASURE R $8,000 $4,000 $4,000 $2,000 So $0 $0 $0 $18,000 PROP C 25% PAED $0 PS&E $o RW Support $0 Const. Support $0 RW $0 Construction $0 Total PROP C 25% $0 $0 $0 $0 $o $o $0 $o $0 SUM PROG LACMTA FUNDS: $8,000 $4,000 $4,000 $2,000 $0 $0 $0 $0 $18,000 :: C7MMAI€ OI? AT I f?i3ND PAED $8,000 $4,000 $4,000 $2,000 $0 $0 $0 $0 $18,000 PS E $o $0 $o $0 $0 $0 $0 $0 $0 RW Support $o $0 $o $o f0 I $0 I $0 I $0 1 $0 Const.Support $0 I $0 I $0 I $0 I $0 I $0 I $0 I $0 I $0 RW Sol to I $0 I $0 I $o I $0 I $0 I $0 I $o Construction $0 I $0 I $0 I $0 I $0 $0 I $0 I $0 1 $0 TOTAL MILESTONES $8,000 $4,000 $4,000 $2,000 $o $0 So $o $18,000 SUM PROG LACMTA FUNDS $8,000 $4,000 $4,000 $2,000 $0 $0 $0 1 $0 1 $18,000 SUM NON-LACMTA FUNDS $0 $0 $0 $0 $0 $0 $o $0 $o TOTAL PROJECT FUNDING $8,000 $4,000 $4,000 $2,000 $0 $0 $0 $0 $18,000 Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 ATTACHMENT C SCOPE OF WORK PROJECT TITLE: Review of the Draft 1-710 South EIR/EIS Project PROJECT BACKGROUND: The review of the 1-710 ElR/EIS by the City of Vernon and its Consultant team will ensure the projects impacts within the City are properly mitigated, and where possible to suggest improvements to specific mitigation measures, geometric designs which enhance and improve the environs along the 1-710 corridor. SCOPE: The City of Vernon and its Consultant team will review and prepare a list of comments on the environmental document titled Draft 1-710 Corridor recirculated EIR/EIS prepared by Caltrans and Los Angeles County Metropolitan Transportation Authority. Staff from the City of Vernon will attend 1-710 Corridor Project Technical Advisory Committee (TAC), Project Committee (PC), and Corridor Advisory Committee (CAC) meetings. At these meetings, the City of Vernon will be represented by Assistant City Engineer, Public Works Director, and/or City Engineer. Additionally, Metro and its consultant team will meet with the staff from the City of Vernon to discuss the revised engineering concepts for the proposed Alternatives and other engineering concepts/coordination which may have impacts in the City of Vernon and the local vicinity. The costs allowable for reimbursement include but is not limited to time and mileage to attend the TAC, PC, and CAC meetings, meetings with Metro, and internal meetings for City of Vernon staff to formalize recommendations requested by the 1-710 TAC, brief the City's PC member, and/or meet with Metro, as necessary. Project Schedule: Metro is managing the consultant contracts for the 1-710 Corridor Project; the project is scheduled for completion in Summer 2018. This scope will allow the City of Vernon to continue providing coordination and technical support for the 1-710 Corridor Project within the limits of the City of Vernon. Rev: 07.13.17 1 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT Measure R Funding Agreement#: 920000000MR30615 Project#: MR30615 Deliverables: As part of the invoice submittal, the City will provide supporting comments to the recirculated 1-710 EIR/EIS as well as other documents, such as: meeting minutes, agendas, timesheets, consultant invoices and other additional back up required to Metro. Rev: 07.13.17 2 FA Attachment C I-710 EIR AMENDED AND RESTATED Scope of Work FUNDING AGREEMENT LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT u Invoice # Invoice Date FA# Monthly Report # GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO METRO PROJECT MANAGER after the close of each month. 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. SECTIONINFORMATION PROJECT TITLE: FA #: MONTHLY REPORT SUBMITTED FOR: Month: Year: DATE SUBMITTED: Name: LACMTA Project Manager Phone Number: e-mail: Contact Name: Job Title: GRANTEE Contact I Department: Project Manager C' I Agency: Mailing Address: Phone Number. e-mail: Rev. 12.23.14 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report Rev: 11.1.14 1 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGR List all deliverables and milestones as stated in the FA, with start and end dates. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA Scope of Work, since this will provide the basis for calculating any project delay. if milestone start and/or end dates change from thrice stated in the Ofirrinal FA. Additi-11. n/ea vine a r.PJA if the .v ert ie in —c/—, i— FA Milestones Original FA Start Date in Scope of Work (MonthNear) Original FA End Date in Scope of Work (MonthlYear) Actual Start Date MonthNear Actual End Date MonthNear Percent Completed By Time Current Completion Forecast MonthNear Schedule Variance (Months) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract PLANNING Prepare Concept Report Prepare Feasibility Stud Prepare Project Study Report PA&ED OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract PS&E 35 % PS&E 65% PS&E 95% PS&E OTHER: Pleasespecify) ROW OTHER: Pleasespecify) SOLICITATION BID/PROPOSAL Develop Solicitation Package Fully Executed Contract CONSTRUCTION OTHER: (Please specify) 2. PROJECT COMPLETION Based on the comparison of the original and actual project milestone schedules above, project is (select only one) Ahead of original FA schedule Less than 12 months behind original schedule =On schedule per original FA schedule FlMore than 24 months behind original schedule Between 12-24 months behind original schedule Rev: 11.1.14 2 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA ATTACHMENT D-1 PROJECT TITLE: MONTHLY PROGRESS REPORT 4. PROJECT DELAY/ACTION ITEM TO RESOLvE DELAY If the project is delayed, include description of the delav and action items that have been. or will be. undertaken to resolve the delay. Current LACMTA Approved Approved Expenditures C Percent Completed By This Risk Register shall include a listing of potential project risks. Identify project risks and provide a description of individual risk events or unplanned events that may occur and the estimated outcome or impact to project scope, cost and schedule; provide a qualitative assessment of risk potential; identify risk mitigation strategies; and provide recommendations or actions for responding to project risk. This section requires periodic updates as the project progresses and as risk events occur. Risk Potential Risk Cateqory Risk Event (Low/Medium/High) I Risk Mitigation Strategies Third 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 Rev. 11.1.14 3 FA Measure R Hwys Gen Attachment 0-1 Monthly Progress Report LACMTA FA MEASURE R ATTACH M ENT D-2 QUARTERLY PROGRESS / EXPENSE REPORT GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO ACCOU NTSPAYABLEO M ETRO.N ET or submit by mail to: Los Angeles County Metropolitan Transportation Authority Accounts Payable P. O. Box 512296 Los Angeles, California 90051-0296 after the close of each quarter, but no later than November 30, February 28, May 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 C) for further information. SECTION 1: QUARTERLY EXPENSE REPORT Invoice # Invoice Date FA# 920000000MR Quarterly Report # Please itemize grant -related charges for this Quarter on Page 5 of this report and include totals in this Section. LACMTA Measure R Grant $ QuarterProject This Quarter Expenditure Retention Amount Net Invoice Amount (Less Retention) Project-to-DaProject-to-Date Expenditure Funds Expended to Date (Include this Quarter) Total Project Budget % of Project Budget Expended to Date Balance Remaining Rev: 12.23.14 1 FA Measure R Hwys Gen Attachment D-2 Quarterly Report SECTION 2: GENERAL INFORMATION PROJECT TITLE: FA #: QUARTERLY REPORT SUBMITTED FOR: Fiscal Year: n2014-2015 F-]2015-2016 n2016-2017 n2017-2018 F_�2018-2019 [—]2019-2020 Quarter: nQ1: Jul - Sep F-]Q2: Oct - Dec nQ3: Jan - Mar F-]Q4: Apr - Jun DATE SUBMITTED: LACMTA MODAL CATEGORY: RSTI Pedestrian [-]TDM Bicycle [-]Transit Name: LACMTA Project Manager Phone Number: E-mail: Contact Name: Job Title: Deoartment: Project Sponsor Contact / Project Manager FI-tY—/ Mailing Address: Phone Number: E-mail: Signal Synchronization Goods Movement Rev: 12.23.14 2 FA Measure R Hwys Gen Attachment D-2 Quarterly Report List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN /N THE 2 ND AND 3 RD COLUMNS BELOW. Grantees must make every effort to accurately portray milestone dates in the original FA 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 FA 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 FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE. FA Milestones Original FA Schedule in Scope of Work Actual Schedule Start Date End Date Start Date End Date Environmental Clearance Design Bid & Award Design Right -of -Way Acquisition Construction Bid & Award Ground Breaking Event Construction Ribbon Cutting Event Total Project Duration (Months) A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) : FlOn schedule per original FA schedule Between 12-24 months behind original schedule B. Was the project design started within 6 months of the date originally stated in the FA? El Yes n No Not Applicable Less than 12 months behind original schedule More than 24 months behind original schedule C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications? El Yes n No ❑ Not Applicable FA Measure R Hwys Gen Attachment C-1 Quarterly Progress Expenditure Report Rev. 11.1.14 Rev: 12.23.14 3 FA Measure R Hwys Gen Attachment D-2 Quarterly Report 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. Rev: 12.23.14 4 FA Measure R Hwys Gen Attachment D-2 Quarterly Report All expenses and charges 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 FA Attachment B, Scope of Work. Use additional pages if needed. Note: 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). Invoice Payment Information: LACMTA will make all disbursements electronically unless an exception is requested in writing. ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107. ACH Request Forms can be found at www.metro.net/califorprojects. Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107. 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 Name Date Title Rev: 12.23.14 5 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Measure R Project#: MR30615 FA# 920000000 MR306.15 ATTACHMENT E Federal Transportation Improvement Program (FTIP) NOT APPLICABLE Rev. 07.13.17 Attachment D FTIP FTIP #: N/A Project#: MR306.15 MR I-710- EIR MR Funding Agreement #:920000000MR30615. ATTACHMENT F BOND REQUIREMENTS The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the "Bonds") GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel. GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations. Rev: 07.13.17 1 AMENDED AND RESTATED FUNDING AGREEMENT Los Angeles County Metropolitan Transportation Authority Metro August 8, 2017 Mr. Kevin Wilson Department of Public Works City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 One Gateway Plaza 213.922.2000 Tel Los Angeles, CA 90012-2952 metro.net RECEIVED AUG 15 1017 Public Works Department RE: Amended and Restated Agreement— Review of the I-710 EIR/EIS Dear Mr. Wilson: Enclosed find three original Funding Agreements for Amended and Restated agreement for Review of the I-710 EIR/EIS, Measure R MOU.MR.306.15. Please obtain the necessary city signatures and return all copies to me at the address that follows for final signature. Lucy Olmos METRO Mail stop 99-22-9 One Gateway Plaza Los Angeles, CA 90012 If I can be of any additional assistance, please call me at (213) 922-7099 or e-mail to olmosl@metro.net. Sincerely, Lucy Olmos Project Manager Enclosures