CONTRACT 3939 Other CLOSED3939.
MOU.STPLEXEL
Enclosure B
EXCHANGE AGREEMENT AND ASSIGNMENT OF FEDERAL SURFACE
TRANSPORTATION PROGRAM — LOCAL FUNDS
This Exchange Agreement and Assignment of Federal Surface Transportation Program —
Local Funds ( "AGREEMENT "), is made and entered into as of February 3, 2009, by and
between City of El Segundo (the "CITY ") and the Los Angeles County Metropolitan
Transportation Authority ( "LACMTA ").
RECITALS:
A. CITY is eligible for and has available Federal Surface Transportation Program -
Local funds (the "STP -L Funds ").
B. CITY desires to exchange $ 401,176 of CITY's STP -L Funds for a like amount
of LACMTA STP -L Local Transportation Funds (the "LACMTA Funds ").
C. LACMTA is willing to exchange $ 401,176 in LACMTA Funds for a like amount
of CITY's STP -L Funds subject to the terms and conditions contained herein.
D. An exchange of CITY's STP -L Funds with LACMTA Funds is beneficial to and
in the general interest of CITY and LACMTA.
NOW THEREFORE, in consideration of the mutual benefits to be derived by CITY and
LACMTA and of the promises contained herein, it is hereby agreed as follows:
AGREEMENT:
1. CITY hereby assigns to LACMTA $ 401,176 of CITY'S STP -L Funds.
LACMTA shall be authorized to deduct such amount from CITY's STP -L Fund balance.
This assignment shall be automatically effective upon full execution of this
AGREEMENT without the necessity of the execution, delivery or recording of any
further instrument whatsoever. Notwithstanding the foregoing, at LACMTA's request,
CITY shall execute and deliver such documents and instruments as may be required to
evidence such assignment of STP -L Funds.
2. LACMTA hereby accepts CITY's assignment of CITY's STP -L Funds for use on
Federal- aid - eligible project(s), to be determined by LACMTA in its sole and absolute
discretion.
3. Upon receipt of (i) a fully executed AGREEMENT, (ii) CITY's written
certification of the amount of CITY's STP -L Fund Balance, as defined herein, which
CITY's STP -L Fund Balance shows that CITY has sufficient STP -L funds to meet its
obligations hereunder, and (iii) LACMTA's deduction of the CITY's STP -L Funds as
3939. , . a
MOU.STPLEXEL
provided in paragraph 1 above, LACMTA shall pay CITY $ 393,153 of LACMTA Funds
which includes the deduction for the processing fee described in paragraph 5 below. For
purposes of this AGREEMENT, the CITY's STP -L Fund Balance shall mean the amount
of funds contained in CITY's STP -L Fund account as of the date this AGREEMENT is
fully executed plus CITY's FY2009 apportionment share of STP -L Funds. If the STP -L
Fund Balance is insufficient to satisfy CITY's exchange obligations hereunder, CITY
hereby authorizes LACMTA to deduct from CITY's future STP -L Funds until LACMTA
has in the aggregate received the amount of CITY's STP -L Funds specified in paragraph
1 above.
4. LACMTA will make all disbursements electronically unless an exception is requested
in writing. CITY must complete an Automated Clearing House (ACH) form as provided in
Exhibit A. Disbursements via ACH will be made at no cost to CITY.
5. CITY shall pay LACMTA a two (2) percent processing and administrative fee
( "Processing Fee ") in connection with the exchange contemplated by this
AGREEMENT. The Processing Fee shall be assessed against the total amount of
LACMTA Funds payable to CITY. The CITY hereby authorizes LACMTA to deduct the
Processing Fee from the amount LACMTA is to pay CITY hereunder.
6. CITY shall expend the LACMTA Funds on STP -L Eligible Projects within three
(3) years from the date this Agreement is fully executed. For purposes of this
Agreement, STP -L Eligible Projects shall mean any transportation capital improvements
that would normally qualify for the STP -L program, provided however, any federal
regulations and standards relating to procurement and other project delivery issues that
might apply may be substituted with applicable state and local regulations, standards and
policies; and "expend" as used in this section shall mean that the LACMTA Funds have
been encumbered by an awarded contract.
7. LACMTA, and/or its designee, shall have the right to conduct audits of CITY'S use
of the LACMTA Funds to determine compliance with terms and conditions of this
AGREEMENT. CITY shall establish and maintain proper accounting procedures and cash
management records and documents in accordance with Generally Accepted Accounting
Principles (GAAP). CITY shall reimburse LACMTA for any expenditure not in
compliance with this AGREEMENT. CITY's records shall include, without limitation,
any supporting evidence deemed necessary by LACMTA to substantiate CITY's use of
LACMTA Funds. These records must be retained by CITY for three years following
CITY's last use of the LACMTA Funds.
8. The term of this AGREEMENT shall commence on the date this AGREEMENT is
fully executed and, shall terminate once the CITY has expended all the LACMTA Funds
and all LACMTA audit and reporting requirements have been satisfied.
9. CITY shall fully indemnify, defend and hold LACMTA and its officers, agents
and employees harmless from and against any liability and expenses, including, without
limitation, defend costs, any costs or liability on account of bodily injury, death or
2
39 39 • ....
MOU.STPLEXEL
personal injury of any person or for damages of any nature whatsoever arising out of (i) a
breach of CITY's obligations under this AGREEMENT; or (ii) any act or omission of
CITY or its officers, agents, employees, contractors or subcontractors in the use of the
LACMTA Funds.
10. LACMTA shall fully indemnify, defend and hold CITY and its officers, agents
and employees harmless from and against any liability and expenses, including, without
limitation, defend costs, any costs or liability on account of bodily injury, death or
personal injury of any person or for damages to or loss of risk of property, any
environmental obligations, any legal fees and any claims for damages of any nature
whatsoever arising out of (i) a breach of LACMTA's obligations under this
AGREEMENT; or (ii) any act or omission of LACMTA or its officers, agents,
employees, contractors or subcontractors in the use of CITY'S STP -L Funds.
11. This AGREEMENT may be amended or modified only by mutual written consent
of LACMTA and CITY.
12. Any correspondence, communication, or contact concerning this AGREEMENT
shall be directed to the following:
CITY:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: Mr. Dana Greenwood, Public Works Director
LACMTA:
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, California 90012
Attn: Frank Flores
13. This AGREEMENT shall be interpreted and governed by the laws of the State of
California.
14. This AGREEMENT constitutes the entire understanding between the parties with
respect to the subject matter herein.
MOU.STPLEXEL
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed by their respective officers as of the date stated below.
CITY:
City of El Segundo
By:
Jack ayt
City Manager
Date:J
ATTEST: APP O
Cite Clerk ity Attorney
J
LACMTA:
Los Angeles County Metropolitan Transportation Authority
By:
ROGERSNOBLE DATE
Chief Executive Officer
Approved as to form:
Raymond G. Fortner, Jr.
County Counsel
4
/O�� --FORM:
1
3 9 3 9.-if Exhibit A
QDMetro
WS ANIM aWY MEW WAN MM 09AM MITIMN
AUTOMATED CLEARING HOUSE (ACH) PAYMENT AUTHORIZATION
W YFNOORAUTNORIVINN(Please type or print all info)
SE POW Yendarinfarmsf1kv
Vendor Number #:
'Company Name: City of El Segundo
Mailing Address: 350 Main Street,
City: EI Segundo
State: CA
Up Code: 90245
Contact Name: Maryam Jonas
Phone #:
310. 524 -2361
sawan Banking 1nlamsman x0flRdendal)
'Tax 10: 95- 6000706
'Bank Name: Union Bank of California
`Routing Number:
5200DO412
Account Name: City of EI Segundo
'Account Number:
274DOIDDID
SWEN111- 4atba1il4w
'Authorized Person: Deborah Cullen
'Phone #:
3iD- 524 -2315
'Titla: Finance Director
Date:
March 12, 2009
�,
Signature: (�,i�(Qti�C.I `
X ON /Y.• *vysl - ,f 4AacaW#WffOss only
Accounting Manager:
Date:
Entered by:
Date:
`Required field