CONTRACT 3475 Memorandum of Understanding Douglas Street Gap Closure-#6330 Memorandum of Understanding(MOU) MOUT0006330
W
MOU.P0006330
FTIP#: LA996330
CALL FOR PROJECTS
PROPOSITION C
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is dated for reference purposes only June 3,
2005, and is by and between the Los Angeles County Metropolitan Transportation Authority
("MTA") and City of El Segundo ("Grantee") for the DOUGLAS STREET GAP CLOSURE
PROJECT- MTA Call for Projects ID#6330 and FTIP# LA996330 (the "Project").
Whereas, the MTA and Grantee are parties to that certain Letter of Agreement LOA.P0006330
dated December 20, 2001, for the programming of$9,233,000 in STIP/RIP funds for the Project
(the "Existing LOA");
Whereas, the MTA Board, at its meeting on March 16, 2005, approved additional funds of
$500,000 for the Project. The additional funds are programmed in FY2005-06 as Proposition C
25%;
Whereas,the MTA and Grantee desire to change the existing funding for the Project from a total
of$9,233,000 in STIP/RIP funds to $500,000 in Proposition C 25% and $9,233,000 in STIP/RIP
funds for a new total grant amount of $9,733,000. These grant funds will be used for the
construction phase of this project;
Whereas, the MTA and Grantee desire to enter into this MOU to specify the terms and
conditions of the grant of$500,000 in Proposition C funds;
NOW,THEREFORE,the parties hereby agree as follows:
The terms and conditions of this MOU consist of the following and each is incorporated by
reference herein as if fully set forth herein:
1. Part I - Specific Terms of the MOU
2. Part II - General Terms of the MOU
3. Attachment A- Programmed Budget
4. Attachment B - Financial Plan
5. Attachment C- Scope of Work
6. Attachment D - Reporting and Expenditure Guidelines
7. Attachment D1 - Quarterly Progress/Expenditure Report
8. Any other attachments or documents referenced in the above documents
In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific
Terms of the MOU and the Specific Terms of the MOU shall prevail over the General Terms
of the MOU.
Douglas Street Gap Closure-#6330 Memorandum of Understanding(MOU) MOUT0006330
IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly
authorized representatives as of the dates indicated below:
MTA:
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
By: ... "
Roger Snoble` Date
Chief Executive Officer
APPROVED AS TO FORM:
Raymond G. Fortner, Jr.
County Counsel
D epu Date
GRANTEE:
CITY OF EL SEGU,,UIG O
By:
C� G
,
J tewart Date
Manager
APPROVED AS O F (OPTIONAL):
By ' -
Date
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PART I
SPECIFIC TERMS OF THE MOU
1. Title of the Project (the "Project"): Douglas Street Gap Closure,
2. To the extent the Funds are available, the MTA shall make to Grantee a one-time grant of
the funds in the amount of: $500,000 (the "Funds") in Proposition C 25%fimds for the Project.
MTA Board action of March 24, 2005, granted the Funds to Grantee for the Project over one year,
Fiscal Year (FY) 2005-06.
3. This one time grant shall be paid on a reimbursement basis. The Grantee must provide
the appropriate supporting documentation with the Quarterly Progress/Expenditure Report.
Grantee Funding Commitment must be spent in the appropriate proportion to the Funds with
each quarter's expenditures. The MTA will withhold five percent (5%) of the grant amount as
retainage pending an audit of expenditures and completion of scope of work.
4. The Programmed Budget (the "Programmed Budget") documents the sources of funds
programmed for the Project as approved by the MTA and is attached to this MOU as Attachment
A. The Programmed Budget includes the total programmed budget for the Project, including
fiznds programmed by the MTA and the Grantee Funding Commitment (local match). The
Programmed Budget also includes the fiscal years in which all funds for the Project are
programmed.
5. The Financial Plan (the "Financial Plan") documents the proposed cash flow for the
Project and is attached to this MOU as Attachment B. The Financial Plan is the entire financial
plan for the Project, and shows the total sources of funds programmed to the Project, including
the Grantee Funding Commitment for this Project as well as the fiscal year and quarter the funds
for the Project will be expended. To the extent Grantee updates the Financial Plan, such update
shall be submitted to the MTA Project Manager and provided MTA concurs with such updated
Financial Plan in writing, Attachment B shall be automatically replaced with the latest MTA
approved Financial Plan.
6. Grantee shall complete the Project as described in the Scope of Work. The Scope of Work
(the "Scope of Work") for the Project is attached to this MOU as Attachment C. The Scope of
Work includes a description of the Project and a detailed description of the work to be completed
including, Project milestones consistent with the lapsing policy. The Scope of Work also includes
a set schedule, which must be adhered to. Work shall be delivered in accordance with that
schedule unless otherwise agreed to by the parties in writing. If a Grantee is consistently behind
schedule in meeting milestones or in delivering the Project, then MTA will have the option to
terminate this MOU for default as described in Part II, Section 9. No changes in the Project
schedule will be allowed without written concurrence from the MTA.
7. No changes to the (i) grant amount, (ii) Programmed Budget, (iii) the Scope of Work, or
(iv) the lapse date of the Funds shall be allowed without a written amendment to this MOU,
approved and signed by the MTA Chief Executive Officer or his/her designee and the Grantee.
Modifications that do not materially affect the terms of this MOU, such as redistributing Funds
among existing budget line items or non-material schedule changes must be formally requested
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Douglas Street Gap Closure-#6330 Memorandum of Understanding(MOU) MOUT0006330
by the Grantee and approved by the MTA in writing. Non-material changes are those changes,
which do not affect the grant amount, Programmed Budget, Financial Plan,the Scope of Work or
the lapse date of the Funds.
8. MTA's Address:
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, CA 90012
Attention: Jon Grace MS 99-22-3
Project Manager
9. Grantee's Address:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Steve Finton
City Engineer/Director of Planning and Building Safety
10. MAINTENANCE OF EFFORT-- MOE
On September 26, 2002, the MTA Board decided that prior to receiving Proposition C 10% or
25% grant funds through the Call for Projects, Grantee must meet a Maintenance of Effort
(MOE) requirement consistent with the California Streets and Highways Code Section 2182.1.
With regard to enforcing the MOE, the MTA will follow the State of California MOE
requirement, including, without limitation, suspension and re-implementation.
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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 date the agreed upon Scope of Work has been completed and
signed-off by the MTA Project Manager; (ii) all MTA audit and reporting requirements have
been satisfied; and (iii) the final disbursement of the Funds has been made to the Grantee. All
eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment
D), incurred after the MOU is executed shall be reimbursed in accordance with the terms and
conditions of this MOU unless otherwise agreed to by the parties in writing.
1.2 Should MTA determine there are insufficient Funds available for the
Project, MTA may terminate this MOU by giving written notice to Grantee at least thirty
(30) days in advance of the effective date of such termination. If this MOU is terminated
pursuant to this section, MTA will not reimburse Grantee any costs incurred after the
termination date, except those necessary to return any facilities modified by the Project's
construction to a safe state. The MTA's share of these costs will be consistent with the
established funding percentages outlined in the MOU.
2. INVOICE BY GRANTEE: Unless otherwise stated in this MOU, the Quarterly
Progress/Expenditure Report, with supporting documentation of expenses and Project
progress as described in Part 11, Sections 5.1 of this MOU, and other documents as required,
shall sati.sf MTA invoicing requirements.
Send invoice with suRporting documentation to:
Los Angeles County Metropolitan Transportation Authority
Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
Re: MTA Project ID#6330 and MOU.P0006330
Jon Grace, Project Manager
3. USE OF FUNDS:
3.1 The Grantee shall utilize the Funds to complete the Project as described
in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines
(Attachment D) and the most recently adopted MTA Proposition C Guidelines for the type of
Proposition C funds granted by the MTA hereunder (the "Guidelines").
3.2 Attachment C shall constitute the agreed upon Scope of Work between
MTA and the Grantee for the Project. The Funds, as granted under this MOU, can only be
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Douglas Street Gap Closure-#6330 Memorandum of Understanding(MOU) MOUT0006330
used towards the completion of the Scope of Work originally adopted by the MTA Board. Any
Scope of Work changes must be approved in writing by the MTA.
3.3 Grantee shall not use the Funds to substitute for any other funds or
projects not specified in this MOU. Nor shall the Funds be used for any expenses or activities
above and beyond the approved Scope of Work (Attachment C) without an amendment to the
MOU approved and signed by the MTA Chief Executive Officer or his designee.
3.4 The Grantee must use the Funds in the most cost-effective manner. If
Grantee intends to use a consultant or contractor to implement all or part of the Project, the
MTA requires that such activities be procured in accordance with the Grantee's contracting
procedures and consistent with State law. The Grantee will also use the Funds in the most
cost-effective manner when the Funds are used to pay "in-house" staff time. This effective
use of funds provision will be verified by the MTA through on-going Project monitoring and
through any interim audits and the MTA final audit.
3.5 If Grantee desires to use the Funds to purchase/lease equipment (i.e.,
vehicles, computers, etc.) necessary to perform or provide the services disclosed in the Scope of
Work, Grantee must obtain MTA's written consent prior to purchasing/leasing specific
equipment. Equipment purchased/leased without such prior written consent shall be deemed
an unallowable expenditure of the Funds. If a facility, equipment (such as computer hardware
or software),vehicle or property,purchased or leased using the Funds, ceases to be used for the
proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds
expended for that purpose must be returned to the MTA as follows: the Grantee will be
required to repay the Funds in proportion to the useful life remaining in accordance with the
Guidelines and in an equal proportion of the grant to Grantee Funding Commitment ratio.
4. DISBURSEMENT OF FUNDS: Disbursements shall be based on a reimbursement
basis in accordance with the Quarterly Progress/Expenditure Report. If the MTA makes
disbursements by wire transfer at the written request of Grantee, a fee of twenty-five dollars
per transfer will be deducted from each disbursement. The Grantee must provide the
appropriate supporting documentation with its Quarterly Progress/Expenditure Report.
Grantee Funding Commitment must be spent in the appropriate proportion to MTA Funds
with each quarter's payment.
5. REPORTING AND AUDIT REQUIREMENTS/P'AYMENT ADiUSTMENTS:
5.1 Grantee shall submit the Quarterly Progress/Expenditure Report 60 days
after the close of each quarter on the last day of the months November, February, May and
August. Should Grantee fail to submit such reports within 10 days of the due date and/or
submit incomplete reports, MTA will not reimburse Grantee until the completed required
reports are received, reviewed, approved and reconciled to the Financial Plan. The Quarterly
Progress/Expenditure Report shall include all appropriate documentation (such as contractor
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
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a particular quarter, Grantee will still be required to submit the Quarterly
Progress/Expenditure Report indicating no dollars were expended that quarter. If a request for
reimbursement exceeds $500,000 in a single month, then Grantee can submit such an invoice
once per month with supporting documentation.
5.2 MTA, and/or its designee, shall have the right to conduct audits of the
Project, as needed, such as financial and compliance audits; interim audits; pre-award audits
and performance audits. MTA will commence a final audit within six months of formal
notification by the Grantee of completion of the scope of work; provided, however, the
Project must be ready for final audit (meaning all costs and charges have been paid by the
Grantee and invoiced to the MTA, and such costs, charges and invoices are properly
documented and summarized in the accounting records to enable an audit without further
explanation or summarization). Grantee agrees to establish and maintain proper accounting
procedures and cash management records and documents in accordance with Generally
Accepted Accounting Principles (GAAP). Grantee shall reimburse the MTA for any
expenditure not in compliance with the Scope of Work and/or not in compliance with other
terms and conditions as defined by this MOU and the Guidelines. When applicable, MTA
shall consider the Federal Acquisition Regulations (FAR) to determine whether costs incurred
are allowable. The findings of the MTA audit are final. When MTA audit findings require
Grantee to return monies to MTA, Grantee agrees to return the monies within thirty (30) days
after the final audit is sent to the Grantee.
5.3 Grantee's records shall include, without limitation, accounting records,
written policies and procedures, contract files, original estimates, correspondence, change
order files (including documentation covering negotiated settlements), invoices, and any
other supporting evidence deemed necessary by the MTA to substantiate charges related to
the Project (all collectively referred to as "records") shall be open to inspection and subject to
audit and reproduction by the MTA auditors or authorized representatives to the extent
deemed necessary by the MTA to adequately permit evaluation of expended costs. Such
records subject to audit shall also include, without limitation, those records deemed
necessary by the MTA to evaluate and verify direct and indirect costs, (including overhead
allocations) as they may apply to costs associated with the Project. These records must be
retained by Grantee for three years following final payment under this Agreement.
5.4 Grantee shall cause all contractors to comply with the requirements of
Part II, Section 5, paragraphs 5.2 and 5.3 above. Grantee shall cause all contractors to
cooperate fully in furnishing or in making available to the MTA records which shall include,
without limitation, accounting records, written policies and procedures, contract files,
original estimates, correspondence, change order files (including documentation covering
negotiated settlements), invoices, and any other supporting evidence deemed necessary by
the MTA auditors or authorized representatives related to the Project.
5.5 The MTA or any of its duly authorized representatives, upon
reasonable written notice shall be afforded access to all of the records of the Grantee and its
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.
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5.6 The MTA or any of its duly authorized representatives, upon
reasonable written notice, shall have access to the offices of the Grantee and its contractors,
shall have access to all necessary records, including reproduction, and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
terms and conditions of this MOU.
5.7 In addition to the MTA's other remedies as provided in this MOU, the
MTA shall withhold the Funds and/or recommend not to award future Call for Projects grants
to Grantee if the MTA audit has determined that Grantee failed to comply with the Scope of
Work (such as misusing Funds or failure to return Funds owed to the MTA in accordance with
the MTA audit findings) and/or is severely out of compliance with other terms and conditions
as defined by this MOU and the Guidelines, including the access to records provisions of Part
II, Section 5.
6. ONE TIME GRANT: This is a one time only grant subject to the terms and conditions
agreed to herein and in the Guidelines. This grant does not imply nor obligate any future
funding commitment on the part of the MTA.
7. SOURCES AND DISPOSITION OF FUNDS:
7.1 The obligation for MTA to grant the Funds for the Project is subject
to sufficient Funds being made available for the Project by the MTA Board. If such Funds
are not made available for the Project, this MOU shall be void and have no further force
and effect, and MTA shall have no obligation to provide the Funds for the Project, unless
otherwise agreed to in writing by the MTA.
7.2 Grantee shall fully fund and contribute the Grantee Funding
Commitment, as identified in the Program Budget (Attachment A), towards the cost of the
Project. If the Funds identified in Attachment A are insufficient to complete the Project,
Grantee agrees to secure and provide such additional non-MTA programmed funds necessary
to complete the Project.
7.3 Grantee shall be responsible for any and all cost overruns for the Project.
7.4 Grantee shall be eligible for the Funds up to the grant amount specified
in Part I, Section 2 of this MOU subject to the terms and conditions contained herein and in
the Guidelines. Any Funds expended by Grantee prior to the execution of this MOU (prior
to the MTA Chief Executive Officer's signature) shall not be reimbursed nor shall they be
credited, toward the Grantee Funding Commitment requirement, without the prior written
consent of the MTA. Grantee Funding Commitment funds expended prior to the year the
Funds are awarded shall be spent at Grantee's own risk.
7.5 If the Grantee receives outside funding for the Project in addition to the
Funds identified in the Programmed Budget at the time this grant was awarded, this MOU
shall be amended to reflect such additional funding. If, at the time of final voucher, funding
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for the Project (including the Funds, the Grantee Funding Commitment, and any additional
funding) exceeds the actual Project costs, then the cost savings shall be applied in the same
proportion as the sources of funds from each party to this MOU as specified in the
Programmed Budget and both the Funds and the Grantee Funding Commitment required
for the Project shall be reduced accordingly.
8. TIMELY USE OF FUNDS J 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 MTA, or by December 31 of the
first Fiscal Year in which the Funds are programmed, whichever
date is later; and
(ii) meeting the Project milestones due dates as agreed upon by the
MTA and Grantee in Attachment C (Scope of Work) of this
MOU. Contracts for construction or capital purchase shall be
executed within nine (9) months from the date of completion of
design. Project design (preliminary engineering) must begin
within six (6) months from the identified milestone start date.
Funds programmed by the MTA for Project development or
right-of-way costs must be expended by the end of the second
fiscal year following the year the Funds were first programmed;
and
(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 2005-06 are subject to lapse by June
30, 2008.
If the Grantee fails to meet any of the above conditions, the Project shall be
considered lapsed and will be submitted to the MTA Board for deobligation. Expenses that are
not invoiced within 60 days after the lapsing date are not eligible for reimbursement.
8.2 In the event that the timely use of the Funds is not demonstrated as
described in Part II, Section 8.1 of this MOU, the Project will be reevaluated by the MTA as
part of its annual Call for Projects Recertification/Deobligation process and the Funds may be
deobligated and reprogrammed to another project by the MTA Board. If one year of Project
funding is lapsed, subsequent year(s) funding will also be lapsed, effectively delobligatin.g the
entire Project. In the event that all the Funds are reprogrammed, this MOU shall
automatically terminate.
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Douglas Street Gap Closure-#6330 Memorandum of Understanding(MOU) MOUT0006330
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
Guidelines; or (ii) Grantee fails to perform satisfactorily or makes a material change, as
determined by the MTA at its sole discretion, to the Financial Plan, the Scope of Work, or the
Programmed Budget without the MTA's prior written consent or approval as provided herein.
10. REMEDIES:
10.1 In the event of a Default by Grantee, the MTA shall provide written
notice of such Default to Grantee with a 30-day period to cure the Default. In the event
Grantee fails to cure the Default, or commit to cure the Default and commence the same
within such 30-day period to the satisfaction of the MTA, the MTA shall have the following
remedies: (i) MTA may terminate this MOU; (ii) the MTA may make no fiurther disbursements
of Funds to the Grantee; and/or (iii) the MTA may recover from Grantee any Funds disbursed
to Grantee prior to and after the Default that are disallowed by the MTA audit.
10.2 Effective upon receipt of written notice of termination from the MTA,
Grantee shall not undertake any new work or obligation with respect to this MOU unless so
directed by the MTA in writing. Any Funds expended after termination shall be the sole
responsibility of the Grantee.
10.3 The remedies described herein are non-exclusive. The MTA shall have
the right to enforce any and all rights and remedies herein or which may be now or hereafter
available at law or in equity.
11. MARKETING AND MEDIA:
11.1 The Grantee shall coordinate with the MTA regarding all Project-related
publicity (such as literature, advertisements, brochures, video, radio and public service
announcements, construction site signs, press releases, and all other materials related to the
Project) proposed to be used by the Grantee for advertising or public relations purposes prior
to publication. The Grantee shall not allow MTA-related copy to be published in its
advertisements and public relations programs without prior coordination with the MTA.
11.2 Grantee shall notify MTA Media Relations of all press events related to
the Project in such a manner that allows MTA to participate in such events, at MTA's sole
discretion.
11.3 Grantee agrees that all literature, advertisements, brochures, video,
radio, and public service announcements, press releases, construction site or peirnanent signs,
any software developed with the Funds and all other materials relating to the Project and/or
distributed to the public will contain recognition of the MTA's contribution as well as the
approved METRO logo. If applicable, Grantee agrees to display the METRO logo on its buses,
shuttle buses, vans, and taxis utilized for services provided under the Project. The METRO
logo is a trademark of the MTA that shall be reproduced and displayed in accordance with
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specific graphic guidelines available from the MTA Design Studio. Grantee agrees to follow
directions of the MTA Design Studio to comply with this Section of the MOU.
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 the MTA 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 Grantee, its officers, agents employees and subcontractors under this MOU.
Grantee shall fully indemnify, defend and hold the MTA, and its officers, agents and
employees harmless from and against any liability and expenses, including without limitation,
defense costs, any costs or liability on account of bodily injury, death or personal injury of any
person or for damage to or loss of risk of property, any environmental obligation, any legal fees
and any claims for damages of any nature whatsoever arising out of the Project, including
without limitation: (i) misuse of the Funds by Grantee, or its officers, agents, employees or
subcontractors; (ii) breach of the Grantee's obligations under this MOU; or (iii) any act or
omission of the Grantee, or its officers, agents, employees or subcontractors in the
performance of the work or the provision of the services, in connection with the Project
including,without limitation,the Scope of Work, described in this MOU.
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
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or delayed by unforeseen causes including acts of God, acts of a public enemy, and
government acts beyond the control and without fault or negligence of the affected party. Each
party hereto shall give notice promptly to the other of the nature and extent of any such
circumstances claimed to delay, hinder, or prevent performance of any obligations under this
MOU.
12.6 Grantee shall comply with and insure that work performed under this
MOU is done in compliance with Generally Accepted Accounting Principles (GAAP), all
applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations,
and procedural requirements including Federal Acquisition Regulations (FAR), and the
applicable requirements and regulations of the MTA. Grantee acknowledges responsibility for
obtaining copies of and complying with the terms of the most recent federal, state, or local laws
and regulations and MTA requirements including any amendments thereto.
12.7 Grantee agrees that the applicable requirements of this MOU and the
Guidelines shall be included in every contract entered into by Grantee or its contractors
relating to work performed under this MOU and the MTA shall have the right to review and
audit such contracts.
12.8 Grantee shall not assign this MOU, or any part thereof, without prior
approval of the MTA Chief Executive Officer or his designee, and any assignment without said
consent shall be void and unenforceable.
12.9 This MOU shall be governed by California law. If any provision of this
MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
12.10 The covenants and agreements of this MOU shall inure to the benefit of,
and shall be binding upon, each of the parties and their respective successors and assigns.
12.11 If any software/Intelligent Transportation Systems ("ITS") is developed
with the Funds and if Grantee ceases to use the software/ITS for public purposes or Grantee
sells, conveys, licenses or otherwise transfers the software/ITS, MTA shall be entitled to a
reftr.nd or credit, at M'TA`s sole option, equivalent to the amount of the Funds spent developing
the software/ITS. Such refund or credit shall not be required, subject to MTA approval of the
intended use, if Grantee reinvests the proceeds of such sale, conveyance, license or transfer
into the Project to offset operating or systems management costs.
12.12 Grantee will advise the MTA prior to any key Project staffing changes.
12.13 Notice will be given to the parties at the address specified in Part I,
unless otherwise notified in writing of change of address.
12.14 Grantee in the performance of the work described in this MOU is not a
contractor nor an agent or employee of the MTA. Grantee attests to no organizational or
personal conflicts of interest and agrees to notify the MTA immediately in the event that a
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conflict, or the appearance thereof, arises. Grantee shall not represent itself as an agent or
employee of the MTA and shall have no powers to bind the MTA in contract or otherwise.
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ATTACHMENT C
SCOPE OF WORK
Project Title: Douglas Street Gap Closure and Inter-modal Transit Center
Project Limits:
In the City of El Segundo on Douglas Street and extending north approximately 1,000 feet
from the cul-de-sac south of the Metro Green Line Douglas Street Station.
Project Description:
The project will join two disconnected segments of Douglas Street through the construction
of a four lane grade separation beneath the aerial Metro Green Line Douglas Street Station/at
grade platform and the at-grade Burlington Northern/Santa Fe railroad tracks.
Project Funding:
$500,000 in Proposition C 25% funds to complete the project funding plan. The funds were
awarded by the MTA Board at its March 24, 2005 meeting.
Project Components: The funds will be used for construction of the grade separation/gap
closure (approximately 1,000 feet of roadway).
Project Schedule: Award Construction Contract..........May 17, 2005
Start Construction.............................July 2005
Construction Completion.................August 2006
rev.date.8.19.04 14
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