CONTRACT 3571 Memorandum of Understanding3571
MOU #: MOU P0008079
TIP #: LAOC8079
CALL FOR PROJECTS
PROPOSITION C
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ( "MOU ") is dated for reference purposes only as
November 15, 2005, and is by and between the Los Angeles County Metropolitan Transportation
Authority ( "METRO ") and the City of El Segundo ( "Grantee ") for the Nash Street /Douglas Street
One -Way to Two -Way Street Conversion METRO Call for Projects ID# 8079 and TIP #
LAOC8079 (the "Project ").
WHEREAS, as part of the 2001 Call for Projects, the METRO Board of Directors, at its meeting
on July 26, 2001, authorized a grant to Grantee, subject to the terms and conditions contained in
this MOU.
NOW, THEREFORE, the parties hereby agree as follows:
The terms and conditions of this MOU consist of the following and each is incorporated by
reference herein as if fully set forth herein:
1. Part I - Specific Terms of the MOU
2. Part II - General Terms of the MOU
3. Attachment A - Project Funding
4. Attachment B - Financial Plan
5. Attachment C - Scope of Work
6. Attachment D - Reporting and Expenditure Guidelines
7. Attachment D1 - Quarterly Progress/ Expenditure Report
8. Attachment E - Transportation Improvement Program (TIP) Sheet
9. Any other attachments or documents referenced in the above documents
In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific
Terms of the MOU and any attachments and the Specific Terms of the MOU shall prevail over
the General Terms of the MOU.
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IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly
authorized representatives as of the dates indicated below:
METRO:
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
LIM
Roger Snoble U Date
Chief Executive Officer
APPROVED AS TO FORM:
Raymond G. Fortner, Jr.
Col
GRANTEE:
CI Y OF EL S N
By:
Stewart
A ty M anager
ATTEST:
By: C_ Y)0W &wc �1
Cindy Mortesen
City Clerk
APPROVED
MARK D. H
H. Berger, As
- 1-�1/ 6s
Date
Ll (/
Date
a -a� -06
!y
Attorney D t
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PART I
SPECIFIC TERMS OF THE MOU
1. Title of the Project (the "Project "): Nash Street /Douglas Street One -way to Two -way Street
Conversion
2. To the extent the Funds are available, METRO shall make to Grantee a one -time grant of
the funds in the amount of $1,207,000 (the "Funds ") for the Project. METRO Board of Directors'
action of July 26, 2001 granted the Funds to Grantee for the Project. The Funds are programmed
over two years, Fiscal Years (FY) 2005 -06 and 2006 -2007. METRO Board of Directors' action
approved Funds for FY 2005 -2006 only in the amount of $425,000. METRO Board of Directors'
action will be required annually to approve Funds for each subsequent Fiscal Year prior to those
Funds being allocated to Grantee.
3. This one time grant shall be paid on a reimbursement basis. Grantee must provide the
appropriate supporting documentation with the Quarterly Progress/ Expenditure Report. Grantee
Funding Commitment must be spent in the appropriate proportion to the Funds with each
quarter's expenditures. METRO will withhold 5% of eligible expenditures per invoice as
retainage pending an audit of expenditures and completion of scope of work.
4. The "Project Funding" documents all sources of funds programmed for the Project as
approved by METRO and is attached as Attachment A. The Project Funding includes the total
programmed budget for the Project, including the Funds programmed by METRO and the
Grantee Funding Commitment (local match). The Project Funding also includes the fiscal years
in which all the funds for the Project are programmed.
5. The "Financial Plan" documents the proposed cash flow for the Project and is attached to
this MOU as Attachment B. The Financial Plan is the entire financial plan for the Project, and
shows the total sources of funds programmed to the Project, including Grantee Funding
Commitment as well as the fiscal year and quarter the funds will be expended. The Financial
Plan should not show the expenditure of any Funds beyond the lapse date of the last year of
funding. If Attachment B is inconsistent with the lapsing date, the lapsing date shall prevail and
the Funds shall lapse on the lapse date regardless of what is set forth in Attachment B.
6. The "Scope of Work" for the Project is attached to this MOU as Attachment C. The Scope
of Work includes a description of the Project, a detailed description of the work to be completed
by Grantee including, without limitation, Project milestones consistent with the lapsing policy,
and a set schedule. Work shall be delivered in accordance with that schedule unless otherwise
agreed to by the parties in writing. If a Grantee is consistently behind schedule in meeting
milestones or in delivering the Project, then METRO will have the option to terminate this MOU
for default as described in Part II, Section 9. Any changes in the Scope of Work must be made
by amendment.
7. The "Transportation Improvement Program (TIP) Sheet" is attached as Attachment E
and is required to ensure that the Project is programmed correctly in the most up -to -date TIP.
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All local transportation projects must be programmed into the TIP as the TIP includes locally
funded regionally significant projects for information and air quality modeling purposes.
Grantee shall review the TIP Sheet each year and update or correct the TIP Sheet as necessary.
If Grantee updates or corrects the TIP Sheet, Grantee shall provide such updates or corrections
to METRO Regional Programming, Attention Herman Cheng, or his designee as soon as
possible after Grantee is aware of the changes, but no later than October 1 of the year the
change or update is made. 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.
8. No changes to the (i) grant amount, (ii) Project Funding, (iii) the Scope of Work, or (iv) the
lapse date of the Funds shall be allowed without a written amendment to this MOU, approved
and signed by the METRO Chief Executive Officer or his /her designee and Grantee.
Modifications that do not materially affect the terms of this MOU, such as redistributing Funds
among existing budget line items or non - material schedule changes must be formally requested
by Grantee and approved by METRO in writing. Non - material changes are those changes, which
do not affect the grant amount, Project Funding, Financial Plan, the Scope of Work, including
schedule, or the lapse date of the Funds.
9. METRO's Address:
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA 90012
Attention: Alan Patashnick (MS: 99 -22 -3)
10. Grantee's Address:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Ms. Maryam M. Jonas, /Project Manager
11. MAINTENANCE OF EFFORT -- MOE
On September 26, 2002, the METRO Board of Directors required that prior to receiving
Proposition C 10% or 25% grant funds through the Call for Projects, Grantee must meet a
Maintenance of Effort (MOE) requirement consistent with the State of California's MOE as
determined by the State Controller's office. With regard to enforcing the MOE, METRO will
follow the State of California's MOE requirement, including, without limitation, suspension
and re- implementation.
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PART II
GENERAL TERMS OF THE MOU
1. TERM:
1.1 The term of this MOU shall commence on the date this MOU is fully
executed and, shall terminate upon the occurrence of all of the following, unless terminated
earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all
METRO 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 MOU is executed
shall be reimbursed in accordance with the terms and conditions of this MOU unless
otherwise agreed to by the parties in writing.
1.2 Should METRO determine there are insufficient Funds available for
the Project, METRO may terminate this MOU by giving written notice to Grantee at least
thirty (30) days in advance of the effective date of such termination. If this MOU is
terminated pursuant to this section, METRO will not reimburse Grantee any costs incurred
after the termination date, except those necessary to return any facilities modified by the
Project's construction to a safe state. METRO's share of these costs will be consistent with
the established funding percentages outlined in the MOU.
2. INVOICE BY GRANTEE: Unless otherwise stated in this MOU, the Quarterly
Progress/ Expenditure Report, with supporting documentation of expenses and Project
progress as described in Part I1, Sections 5.1 of this MOU, and other documents as required,
shall satisfy METRO invoicing requirements.
Send invoice with supporting documentation to:
Los Angeles County Metropolitan Transportation Authority
Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051 -0296
Re: METRO Project ID# 8079 and MOU.P0008079
Alan Patashnick (MS: 99 -22 -3)
3. USE OF FUNDS:
3.1 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
(Attachment D) and the most recently adopted METRO Proposition C Guidelines for the type
of Proposition C funds granted by METRO hereunder (the "Guidelines ").
3.2 Attachment C shall constitute the agreed upon Scope of Work between
METRO and Grantee for the Project. The Funds, as granted under this MOU, can only be
used towards the completion of the Scope of Work originally adopted by the METRO Board of
Directors and detailed in Attachment C.
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3.3 Grantee shall not use the Funds to substitute for any other funds or
projects not specified in this MOU. 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 MOU approved and signed by the METRO Chief Executive Officer or his
designee.
3.4 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,
METRO requires that such activities be procured in accordance with Grantee's contracting
procedures and consistent with State law. Grantee will also use the Funds in the most cost -
effective manner when the Funds are used to pay "in- house" staff time. This effective use of
funds provision will be verified by METRO through on -going Project monitoring and
through any METRO interim and final audits.
3.5 If Grantee desires to use the Funds to purchase /lease equipment (i.e.,
vehicles, computers, etc.) necessary to perform or provide the services disclosed in the Scope of
Work, Grantee must obtain METRO's written consent prior to purchasing /leasing specific
equipment. Equipment purchased /leased without such prior written consent shall be deemed
an unallowable expenditure of the Funds. If a facility, equipment (such as computer hardware
or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the
proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds
expended for that purpose must be returned to METRO as follows: Grantee will be required to
repay the Funds in proportion to the useful life remaining in accordance with the Guidelines
and in an equal proportion of the grant to Grantee Funding Commitment ratio.
4. DISBURSEMENT OF FUNDS: Disbursements shall be based on a reimbursement
basis in accordance with the Quarterly Progress/ Expenditure Report. METRO prefers to make
disbursements electronically. At the written request of Grantee, disbursements via Automated
Clearing House (ACH) will be made at no cost to Grantee. Grantee must provide detailed
supporting documentation with its Quarterly Progress/ Expenditure Report. Grantee Funding
Commitment must be spent in direct proportion to the Funds with each quarter's payment.
5. REPORTING AND AUDIT REQUIREMENTS /PAYMENT ADJUSTMENTS:
5.1 Grantee shall submit the Quarterly Progress/ Expenditure Report within
60 days after the close of each quarter on the last day of the months November, February, May
and August. Should Grantee fail to submit such reports within 10 days of the due date and /or
submit incomplete reports, METRO will not reimburse Grantee until the completed required
reports are received, reviewed, approved. The Quarterly Progress/ Expenditure Report shall
include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.).
All supporting documents must include a clear justification and explanation of their relevance
to the Project. If no activity has occurred during a particular quarter, Grantee will still be
required to submit the Quarterly Progress/ Expenditure Report indicating no dollars were
expended that quarter. If a request for reimbursement exceeds $500,000 in a single month,
then Grantee can submit such an invoice once per month with supporting documentation.
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5.2 METRO, 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 and performance audits. METRO will commence a final audit within six
months of receipt of acceptable final invoice, provided, however, the Project must be ready
for final audit (meaning all costs and charges have been paid by Grantee and invoiced to
METRO, and such costs, charges and invoices are properly documented and summarized in
the accounting records to enable an audit without further explanation or summarization).
Grantee agrees to establish and maintain proper accounting procedures and cash management
records and documents in accordance with Generally Accepted Accounting Principles (GAAP).
Grantee shall reimburse METRO for any expenditure not in compliance with the Scope of
Work and /or not in compliance with other terms and conditions as defined by this MOU and
the Guidelines. When applicable, METRO shall consider the Federal Acquisition Regulations
(FAR) to determine whether costs incurred are allowable. The findings of the METRO audit
are final. When METRO audit findings require Grantee to return monies to METRO, Grantee
agrees to return the monies within thirty (30) days after the final audit is sent to Grantee.
5.3 Grantee's records shall include, without limitation, accounting records,
written policies and procedures, contract files, original estimates, correspondence, change
order files (including documentation covering negotiated settlements), invoices, and any
other supporting evidence deemed necessary by METRO to substantiate charges related to
the Project (all collectively referred to as "records ") shall be open to inspection and subject to
audit and reproduction by METRO auditors or authorized representatives to the extent
deemed necessary by METRO to adequately permit evaluation of expended costs. Such
records subject to audit shall also include, without limitation, those records deemed
necessary by METRO to evaluate and verify direct and indirect costs, (including overhead
allocations) as they may apply to costs associated with the Project. These records must be
retained by Grantee for three years following final payment under this Agreement.
5.4 Grantee shall cause all contractors to comply with the requirements of
Part II, Section 5, paragraphs 5.2 and 5.3 above. Grantee shall cause all contractors to
cooperate fully in furnishing or in making available to METRO records which shall include,
without limitation, accounting records, written policies and procedures, contract files,
original estimates, correspondence, change order files (including documentation covering
negotiated settlements), invoices, and any other supporting evidence deemed necessary by
METRO auditors or authorized representatives related to the Project.
5.5 METRO 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.
5.6 METRO 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, and shall be provided adequate and
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appropriate work space in order to conduct audits in compliance with the terms and
conditions of this MOU.
5.7 In addition to METRO's other remedies as provided in this MOU,
METRO shall withhold the Funds and /or recommend not to award future Call for Projects
grants to Grantee if the METRO audit has determined that Grantee failed to comply with the
Scope of Work (such as misusing Funds or failure to return Funds owed to METRO in
accordance with METRO audit findings) and /or is severely out of compliance with other terms
and conditions as defined by this MOU and the Guidelines, including the access to records
provisions of Part II, Section 5.
6. ONE TIME GRANT: This is a one time only grant subject to the terms and conditions
agreed to herein and in the Guidelines. This grant does not imply nor obligate any future
funding commitment on the part of METRO.
7. SOURCES AND DISPOSITION OF FUNDS:
7.1 The obligation for METRO to grant the Funds for the Project is subject
to sufficient Funds being made available for the Project by the METRO Board of Directors.
If such Funds are not made available for the Project, this MOU shall be void and have no
further force and effect, and METRO shall have no obligation to provide the Funds for the
Project, unless otherwise agreed to in writing by METRO.
7.2 Grantee shall fully fund and contribute the Grantee Funding
Commitment, as 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 agrees to secure and provide such additional non -METRO programmed funds
necessary to complete the Project.
7.3 Grantee shall be responsible for any and all cost overruns for the Project.
7.4 Grantee shall be eligible for the Funds up to the grant amount specified
in Part I, Section 2 of this MOU subject to the terms and conditions contained herein and in
the Guidelines. Any Funds expended by Grantee prior to the execution of this MOU (prior to
the METRO Chief Executive Officer's signature) shall not be reimbursed nor shall they be
credited toward the Grantee Funding Commitment requirement, without the prior written
consent of METRO. Grantee Funding Commitment dollars expended prior to the year the
Funds are awarded shall be spent at Grantee's own risk.
7.5 If Grantee receives outside funding for the Project in addition to the
Funds identified in the Project Funding at the time this grant was awarded, this MOU shall
be amended to reflect such additional funding. If, at the time of final voucher, funding for the
Project (including the Funds, Grantee Funding Commitment, and any additional funding)
exceeds the actual Project costs, then the cost savings shall be applied in the same proportion
as the sources of funds from each party to this MOU as specified in the Project Funding and
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both the Funds and Grantee Funding Commitment required for the Project shall be reduced
accordingly.
8. TIMELY USE OF FUNDS/ REPROGRAMMING OF FUNDS:
8.1 Grantee must demonstrate timely use of the Funds by:
(i) executing this MOU within ninety (90) days of receiving formal
transmittal of the MOU from METRO, or by December 31 of the
first Fiscal Year in which the Funds are programmed, whichever
date is later; and
(ii) meeting the Project milestones due dates as agreed upon by the
METRO and Grantee in Attachment C (Scope of Work) of this
MOU. Contracts for construction or capital purchase shall be
executed within nine (9) months from the date of completion of
design. Project design (preliminary engineering) must begin
within six (6) months from the identified milestone start date.
Funds programmed by METRO for Project development or right-
of-way costs must be expended by the end of the second fiscal
year following the year the Funds were first programmed; and
(iii) submitting the Quarterly Progress/ Expenditure Report as
described in Part II, Section 5.1 of this MOU; and
(iv) expending the Funds granted under this MOU for allowable
costs within 36 months from July 1 of the Fiscal Year in which
the Funds are programmed, unless otherwise stated in this
MOU. All Funds programmed for FY 2005 -06 are subject to
lapse by June 30, 2008. All Funds programmed for FY 2006 -07
are subject to lapse by June 30, 2009.
If Grantee fails to meet any of the above conditions, the Project shall be
considered lapsed and will be submitted to the METRO Board of Directors for deobligation.
Expenses that are not invoiced within 60 days after the lapsing date are not eligible for
reimbursement.
8.2 In the event that the timely use of the Funds is not demonstrated as
described in Part II, Section 8.1 of this MOU, the Project will be reevaluated by METRO as part
of its annual Call for Projects Recertification /Deobligation process and the Funds may be
deobligated and reprogrammed to another project by the METRO Board of Directors. If
Grantee does not complete one element of the Project, as described in the TIP Sheet, due to all
or a portion of the Funds lapsing, the entire Project may be subject to deobligation at METRO's
sole discretion. In the event that all the Funds are reprogrammed, this MOU shall
automatically terminate.
9. DEFAULT: A Default under this MOU is defined as any one or more of the
following: (i) Grantee fails to comply with the terms and conditions contained herein or in the
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Guidelines; or (ii) Grantee fails to perform satisfactorily or makes a material change, as
determined by METRO at its sole discretion, to the Financial Plan, the Scope of Work, or the
Project Funding without METRO's prior written consent or approval as provided herein.
10. REMEDIES:
10.1 In the event of a Default by Grantee, METRO 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 METRO, METRO shall have the following remedies: (i) METRO
may terminate this MOU; (ii) METRO may make no further disbursements of Funds to
Grantee; and /or (iii) METRO may recover from Grantee any Funds disbursed to Grantee as
allowed by law or in equity.
10.2 Effective upon receipt of written notice of termination from METRO,
Grantee shall not undertake any new work or obligation with respect to this MOU unless so
directed by METRO in writing. Any Funds expended after termination shall be the sole
responsibility of Grantee.
10.3 The remedies described herein are non - exclusive. METRO shall have
the right to enforce any and all rights and remedies herein or which may be now or hereafter
available at law or in equity.
11. COMMUNICATIONS:
11.1 Grantee shall ensure that all Communication Materials contain
recognition of METRO's contribution to the Project. Grantee shall ensure that at a minimum,
all Communications Materials shall include (i) the phrase "This project was partially funded by
Metro" or see www.metro.net,/callfoEprojects for alternative acceptable minimum language;
and (ii) the Metro logo, with the exception of press releases, which do not require a Metro logo.
11.2 If Grantee produces any Communication Materials that does not
contain the information set forth in Section 11.1 above, Grantee must provide an opportunity
for prior review and written comment by the Chief Communications Officer of Metro or its
designee before such materials can be produced. If Grantee does not receive a response from
METRO Communications within seven (7) working days from the day of receipt by METRO
Communications staff, Grantee may proceed with producing the Communications Materials
as proposed.
11.3 For purposes of this MOU, "Communications Materials" include, but
are not limited to, literature, newsletters, publications, websites, advertisements, brochures,
maps, information materials, video, radio and public service announcements, press releases,
press event advisories, and all other related materials.
11.4 For signage on Project structures, facilities, vehicles and construction
sites, Grantee shall use the phrase, "Funded in part by [Metro logo]" or "Your tax dollars at
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work [Metro logo]" or see www.metro.net /caflforprojects for alternative acceptable language.
Further guidance on acknowledging METRO contribution is provided in the Communications
Materials guidelines available from the METRO Communications Division or see
www.metro.net/caUfoiprojects.
11.5 Grantee shall notify the METRO Chief Communications Officer or its
designee of all press events related to the Project in such a manner that allows METRO to
participate in such events, at METRO's sole discretion.
11.6 The Metro logo is a trademarked item that shall be reproduced and
displayed in accordance with specific graphic guidelines available from the METRO
Communications Division or see www.metro.net /caRforprojects.
11.7 Grantee shall ensure that any subcontractor, including, without
limitation, public relations, public affairs, and /or marketing firms hired to produce Project
Communications Materials will comply with the requirements contained in this Section 11.
12. OTHER TERMS AND CONDITIONS:
12.1 This MOU, along with its Attachments and the Guidelines, constitutes
the entire understanding between the parties, with respect to the subject matter herein. The
MOU shall not be amended, nor any provisions or breach hereof waived, except in writing
signed by the parties who agreed to the original MOU or the same level of authority. Adoption
of revisions or supplements to the Guidelines shall cause such revisions or supplements to
become incorporated automatically into this MOU as though fully set forth herein.
12.2 If applicable, Grantee is obligated, to continue using the Project
dedicated to the public transportation purposes for which the Project was initially approved.
The Project right-of-way, the Project facilities constructed or reconstructed on the Project site,
and /or Project property purchased excluding construction easements and excess property
(whose proportionate proceeds shall be distributed in an equal proportion of the grant to
Grantee Funding Commitment ratio) shall remain dedicated to public transportation use in
the same proportion and scope and to the same extent as described in this MOU. Equipment
acquired as part of the Project, including office equipment, transit vehicles, shall be dedicated
to that use for their full economic life cycle, including any extensions of that life cycle achieved
by reconstruction, rehabilitation, or enhancements.
12.3 In the event that there is any legal court (e.g., Superior Court of the State
of California, County of Los Angeles, or the U.S. District Court for the Central District of
California) proceeding between the parties to enforce or interpret this MOU, to protect or
establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs
and expenses, including reasonable attorney's fees.
12.4 Neither METRO nor any officer or employee thereof shall be responsible
for any damage or liability occurring by reason to anything done or committed to be done by
Grantee under or in connection with any work performed by and or service provided by
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Grantee, its officers, agents employees, contractors and subcontractors under this MOU.
Grantee shall fully indemnify, defend and hold METRO, and its officers, agents and employees
harmless from and against any liability and expenses, including without limitation, defense
costs, any costs or liability on account of bodily injury, death or personal injury of any person or
for damage to or loss of risk of property, any environmental obligation, any legal fees and any
claims for damages of any nature whatsoever arising out of the Project, including without
limitation: (i) misuse of the Funds by Grantee, or its officers, agents, employees, contractors or
subcontractors; (ii) breach of Grantee's obligations under this MOU; 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 MOU.
12.5 Neither party hereto shall be considered in default in the performance of
its obligation hereunder to the extent that the performance of any such obligation is prevented
or delayed by unforeseen causes including acts of God, acts of a public enemy, and
government acts beyond the control and without fault or negligence of the affected party. Each
party hereto shall give notice promptly to the other of the nature and extent of any such
circumstances claimed to delay, hinder, or prevent performance of any obligations under this
MOU.
12.6 Grantee shall comply with and insure that work performed under this
MOU is done in compliance with Generally Accepted Accounting Principles (GAAP), all
applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations,
and procedural requirements including Federal Acquisition Regulations (FAR), and the
applicable requirements and regulations of METRO. Grantee acknowledges responsibility for
obtaining copies of and complying with the terms of the most recent federal, state, or local laws
and regulations and METRO requirements including any amendments thereto.
12.7 Grantee agrees that the applicable requirements of this MOU and the
Guidelines shall be included in every contract entered into by Grantee or its contractors
relating to work performed under this MOU and METRO shall have the right to review and
audit such contracts.
12.8 Grantee shall not assign this MOU, or any part thereof, without prior
approval of the METRO Chief Executive Officer or his designee, and any assignment without
said consent shall be void and unenforceable.
12.9 This MOU shall be governed by California law. If any provision of this
MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
12.10 The covenants and agreements of this MOU shall inure to the benefit of,
and shall be binding upon, each of the parties and their respective successors and assigns.
Boilerplate. rev. date. 8.16.05 12
3571 .
Call for Projects - # 8079: Nash St. /Douglas St. One -Way to Two -Way Conversion, Memorandum of Understanding
(MOU); MOU.P0008079
12.11 If any software/ Intelligent Transportation Systems ( "ITS ") is developed
with the Funds and if Grantee ceases to use the software /ITS for public purposes or Grantee
sells, conveys, licenses or otherwise transfers the software /ITS, METRO shall be entitled to a
refund or credit, at METRO's sole option, equivalent to the amount of the Funds spent
developing the software /ITS. Such refund or credit shall not be required, subject to METRO
approval of the intended use, if Grantee reinvests the proceeds of such sale, conveyance,
license or transfer into the Project to offset operating or systems management costs.
12.12 Implementation of any ITS project shall be consistent with the
Regional ITS Architecture (www.riits.net). ITS projects must comply with the METRO
Countywide ITS Policy and Procedures adopted by the METRO Board of Directors including
the submittal of a completed, signed self - certification form (for METRO's Countywide ITS
Policy and Procedures see www.metro.net/callforprojects.
12.13 If any parking facilities are designed and /or constructed using the
Funds, Grantee shall coordinate with METRO parking program staff (see METRO.net for staff
listing) in the planning, design and management of the facility and shall ensure that its
implementation is consistent with the METRO adopted parking policy (for METRO's Parking
Policy and contact information see www.metro.net /caUfoiprojects).
12.14 Grantee will advise METRO prior to any key Project staffing changes.
12.15 Notice will be given to the parties at the address specified in Part I,
unless otherwise notified in writing of change of address.
12.16 Grantee in the performance of the work described in this MOU is not a
contractor nor an agent or employee of METRO. Grantee attests to no organizational or
personal conflicts of interest and agrees to notify METRO immediately in the event that a
conflict, or the appearance thereof, arises. Grantee shall not represent itself as an agent or
employee of METRO and shall have no powers to bind METRO in contract or otherwise.
Boilerplate. rev. date. 8.16.05 13
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CFP# 8079 -- Attachment C: Scope of Work
Project Title
Nash Street/Douglas Street One -Way to Two -Way Conversion — Project # 8079
Project Description
Nash Street between El Segundo Boulevard and Imperial Highway is currently a one -way
southbound street and Douglas Street between the same limits is currently a one -way
northbound street. Both the streets are parallel, approximately 1,200 feet apart and form a
one -way couplet. The purpose of the project is to convert this one -way system to two -
way traffic flow on both Nash and Douglas Streets.
Both Nash Street and Douglas Street are identified as truck routes and secondary arterials
in the City General Plan. This project will provide mobility and congestion relief by
improving I -105 Freeway access for the South Bay region. Currently, Douglas Street is
one -way northbound and Nash Street is one -way southbound, which limits the freeway
access. Conversion to a two -way street system will improve this access as well as access
to the Metro Green Line Station at Mariposa Avenue and El Segundo Boulevard.
A construction contract has been awarded for the federally funded Douglas Street Gap
Closure project, with anticipated completion by the summer of 2007. The Gap Closure
project will close an existing gap in Douglas Street approximately 4000 feet south of the
Nash - Douglas one -way to two -way conversion project and will provide a through
Douglas Street corridor from the I -105 Freeway to Rosecrans Avenue. The proposed
Nash - Douglas one -way to two -way conversion will result in a two way Douglas Street
between 105 freeway and El Segundo Boulevard which is currently a one way
northbound street. This conversion is needed to fully utilize the benefits of the Douglas
Street Gap Closure project by providing a two way through transportation corridor
between the 105 Freeway and Rosecrans Avenue.
3571 .
Summary of Project Components
The proposed work to convert the existing Nash - Douglas one -way system to two -way
system includes:
1. Design, Engineering Plans and Specifications. There is no Right -of -Way
acquisition or lease.
2. Slurry seal of Nash and Douglas Streets to obliterate existing stripping
3. Modifications to the twelve (12) existing traffic signals.
4. Re- striping and installation of new pavement markings for the Nash and Douglas
Streets from El Segundo Boulevard to Imperial Highway.
5. Installation of new street signage
6. Douglas Street raised painted median islands.
7. Construction Engineering (Inspection and Contract Administration)
8. Construction Contingencies
The Component costs and division of funding are as follows:
Item
No.
Description
Cost
Local
MTA
1
Design and PS &E
$130,000
$45,500
$84,500
2
Slurry Seal
$120,000
$42,000
$78,000
3
Traffic Signal
Modifications
$1,200,000
$420,000
$780,000
4
Re- stripping and new
pavement markings
$40,000
$14,000
$26,000
5
Installation of new Street
Signage
$35,000
$12,250
$22,750
6
Douglas Street raised
Painted median
$20,000
$7,000
$13,000
7
Construction Engineering
$100,000
$35,000
$65,000
8
Construction
Contingencies
$211,900
$74,150
$137,750
Total Project Cost
$1,856,900
$649,900
$1,207,000
2
Project Milestones
The followings are anticipated start and completion dates for the conversion of Nash -
Douglas one -way system to two -way system:
Item No.
Description
Start Date
Completion Date
1
Environmental Clearance
January 2006
Aril 2006
2
Design and PS &E
A ri12006
September 2006
3
Construction
September 2006
July 2007
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3571•,,+
MOU ATTACHMENT D
REPORTING & EXPENDITURE GUIDELINES
REPORTING PROCEDURES
Quarterly Progress/ Expenditure Report (Attachment D1) is required for all
projects. The Grantee shall be subject to and comply with all applicable
requirements of the funding agency regarding project - reporting requirements. In
addition, Grantee will submit a quarterly report to the MTA at P.O. Box 512296,
Los Angeles, CA 90051 -0296. Please note that letters or other forms of
documentation may not be substituted for this form.
• The Quarterly Progress/ Expenditure Report covers all activities related to the
project and lists all costs incurred. It is essential that Grantee provide complete
and adequate response to all the questions. The expenses listed must be supported
by appropriate documentation with a clear explanation of the purpose and
relevance of each expense to the project. Expenses must reflect the proportionate
share of local match, including in -kind, charged to the grant.
• In cases where there are no activities to report, or problems causing delays, clear
explanation, including actions to remedy the situation, must be provided.
Grantees are required to track and report on the project schedule. MTA will
monitor the timely use of funds and delivery of projects. Project delay, if any,
must be reported each quarter. Projects not delivered in a timely manner will be
reevaluated by MTA as part of the annual Call for Projects Recertification process
and the Funds may be deobligated and reprogrammed by the MTA Board.
• The Quarterly Progress/ Expenditure Report is due to the MTA 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.
EXPENDITURE GUIDELINES
• Any activity or expense charged above and beyond the approved Scope-of-Work
(LOA Attachment C), is considered ineligible and will not be reimbursed by the
MTA unless prior written authorization has been granted by the MTA Chief
Executive Officer or his designee.
• Any expense charged to the grant or local match, including in -kind, must be
clearly and directly related to the project.
• Any activity or expense charged as local match cannot be applied to any other
MTA - funded or non - MTA - funded projects; activities or expenses related to a
previously funded project cannot be used as local match for the current project.
• Administrative cost is the ongoing expense incurred by the Grantee for the
duration of the project and for the direct benefit of the project as specified in the
Scope -of -Work (Attachment C). Examples of administrative costs are personnel,
office supplies, and equipment. As a condition for eligibility, all costs must be
necessary for maintaining, monitoring, coordinating, reporting and budgeting of
the project. Additionally, expenses must be reasonable and appropriate to the
activities related to the project.
• MTA is not responsible for, and will not reimburse any costs incurred by the
Grantee prior to the execution of the LOA, unless written authorization has been
granted by the MTA Chief Executive Officer or her designee.
• The LOA is considered executed when the MTA Chief Executive Officer or her
designee signs the document.
DEFINITIONS
• Local Participation: Where local participation consists of "in- kind" contributions
rather than funds, the following contributions may be included:
• Costs incurred by a local jurisdiction to successfully complete the project.
Examples include engineering, design, rights-of-way purchase, and
construction management costs.
• Donations of land, building space, supplies, equipment, loaned equipment,
or loaned building space dedicated to the project.
• Donations of volunteer services dedicated to the project.
• A third -party contribution of services, land, building space, supplies or
equipment dedicated to the project.
771
• 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 MTA staff would be adjusted
to reflect a "reasonable and customary" level. For detail definition of "reasonable
cost ", please refer to the Federal Register OMB Circulars A -87 Cost Principals for
State and Local Governments; and A -122 Cost Principals for Nonprofit
Organizations.
• In- eligible Expenditures: Any activity or expense charged above and beyond the
approved Scope -of -Work is considered in eligible.
METRO MOU ATTACHMENT D1
QUARTERLY PROGRESS / EXPENSE REPORT
GRANTEES ARE REQUESTED TO MAIL THIS REPORT TO
P.O. Box #512296, Los Angeles, CA 90051 -0296 after the close
of each quarter, but no later than November 30, February 28,
May 31 and Au4ust 31. Please note that letters or other forms
of documentation may not be substituted for this form. Refer to the
Reporting and Expenditure Guidelines (Attachment D) for further information.
SECTION QUARTERLY EXPENSE REPORT
Revised 7/20/05
SECTION 2: GENERAL INFORMATION
PROJECT TITLE:
MOU #:
QUARTERLY REPORT SUBMITTED FOR:
Fiscal Year: 2003 -2004
F-1 2004 -2005 2005 -2006
2006 -2007
f-] 2007 -2008 F_� 2008 -2009
Quarter: F�Q1: Jul - Sep
F� Q2: Oct -Dec
F-IQ3: Jan - Mar
F� Q4: Apr - Jun
DATE SUBMITTED:
METRO MODAL CATEGORY:
❑ Freeway
[:]TDM
Transit
3571 . ,f.
Metro Area Team
Representative /
Project Mgr.
RSTI
Signal Synchronization
❑
Bikeway
Pedestrian
F1
TEA
3571 . ,f.
Metro Area Team
Representative /
Project Mgr.
Name:
Area Team:
Phone Number:
e -mail:
Project Sponsor
Contact / Project
Manager
Contact Name:
Job Title:
Department:
City / Agency:
Mailing Address:
Phone Number:
e -mail:
Revised 7/20/05 2
3571 .
r
List all deliverables and milestones as stated in the MOU, with start and end dates. Calculate the total project duration. DO NOT
CHANGE THE ORIGINAL MOU MILESTONE START AND END DATES SHOWN IN THE 2ND AND 3 RD COLUMNS BELOW.
Grantees must make every effort to accurately portray milestone dates in the original MOU Scope of Work, since this will provide the
basis for calculating any project delay. If milestone start and /or end dates change from those stated in the Original MOU Scope of Work,
indicate the new dates under Actual Schedule below and re- calculate the project duration. However, this does not change the original
milestones in your MOU. PER YOUR MOU AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY
SUBMITTED UNDER SEPARATE COVER TO METRO FOR WRITTEN CONCURRENCE.
MOU Milestones
Original MOU Schedule in Scope
of Work
Actual Schedule
Start Date
End Date
Start Date
End Date
Total Project Duration
(Months)
A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) :
ROn schedule per original MOU schedule
Between 12 -24 months behind original schedule
Less than 12 months behind original schedule
More than 24 months behind original schedule
B. Was the project design started within 6 months of the date originally stated in the MOU?
F] Yes n No n Not Applicable
C. Was a construction contract or capital purchase executed within 9 months after completion of design I specifications?
Yes
Revised 7/20/05
❑ No ❑ Not Applicable
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.
Revised 7/20/05
J F 7
SECTION OF - QUARTER
All expenses and charges, including grant and local match, must be itemized and listed below. Each item listed must be verifiable by
an invoice and /or other proper documentation. The total amounts shown here must be equal to this quarter's expenditures listed on
page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the MOU
Attachment C, Scope of Work. Use additional pages if needed.
Notes:
1. Local match spent in each quarter, must be in the appropriate proportion to Metro grant.
2. All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the
Invoice Number column of the Itemized Listing (above).
Invoice Payment Information:
If you would prefer to have your invoice paid electronically via ACH please check here: ❑
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/caIIforprojects
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
Revised 7/20/05
Date
Title