CONTRACT 5159 OtherIAgreement No. 5159
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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 August 1, 2016, by and between the
City of El Segundo ("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 ("STP -L Funds").
B. CITY desires to exchange $300,222.28 of CITY's STP -L Funds for a like amount of
LACMTA Local Transportation Funds ("LACMTA Funds").
C. LACMTA is willing to exchange $300,222.28 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 $300,222.28 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 CITY's STP -L Funds as provided in paragraph 1
above, LACMTA shall pay CITY $294,217.83 of LACMTA Funds which includes the
deduction for the processing fee described in paragraph 5 below. For purposes of this
AGREEMENT, CITY's "STP -L Fund Balance" shall mean the amount of funds contained
in CITY's STP -L Fund account as of the date that this AGREEMENT is fully executed
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plus CITY's FY16 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. CITY must complete an Automated Clearing House (ACH) form as provided in Exhibit A
to allow LACMTA to make disbursements electronically. Disbursements via ACH will be
made at no cost to CITY. If electronic disbursements are not the preferred method of
disbursement, CITY may request an exception in writing.
5. CITY shall pay LACMTA a two -percent (2%) processing and administrative fee ("the
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. 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 by the Lapsing
Date. For the purposes of this AGREEMENT, "the Lapsing Date" shall mean the date that is
five (5) years from the date that this AGREEMENT is fully executed. Any LACMTA Funds
not expended by the Lapsing Date shall lapse and be returned to LACMTA within thirty (30)
days of the Lapsing Date for further programming to third parties as LACMTA determines in
its sole discretion.
A. For the purposes of this AGREEMENT, the term "STP -L -Eligible Project" shall
mean any transportation capital improvement that would normally qualify for the
STP -L program, provided however, that any applicable federal regulations and
standards related to procurement and other project delivery issues may be substituted
with applicable state and local regulations, standards, and policies.
B. The term "expend" as used in Section 6 shall mean "encumbered by an awarded
contract".
C. If the LACMTA Funds have lapsed and CITY has not returned all or a portion of the
lapsed LACMTA Funds to LACMTA, then CITY shall be considered to be in default
and agrees that such outstanding payments shall be paid from CITY funds in the
following priority: first, from any of CITY's unobligated STP -L balance funds, then
from CITY's Proposition A local return funds, then from CITY's Proposition C local
return funds, and then from CITY's Measure R local return funds. If CITY is in
default hereunder, in addition to all rights and remedies available to LACMTA at law
or in equity and without further notice or ability to cure by CITY, CITY hereby
authorizes LACMTA to withhold the applicable STP -L funds or local return funds in
the amount needed to satisfy the outstanding amount of lapsed LACMTA Funds due
and owing to LACMTA prior to LACMTA transferring the balance of such local
return funds to the CITY in accordance with the applicable state laws or ordinances.
7. CITY must use the LACMTA Funds in the most cost-effective manner. If CITY intends
to use a consultant or contractor to implement all or part of the STP -L -Eligible Project,
LACMTA requires that such activities be procured in accordance with CITY's contracting
procedures and be consistent with State law as appropriate. CITY will also use the LACMTA
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Funds in the most cost-effective manner when the LACMTA Funds are used to pay "in-house"
staff time. CITY staff or consultants with project oversight roles may not 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.
8. LACMTA, and/or its designee, shall have the right to conduct audits of CITY's use of
the LACMTA Funds, as deemed appropriate, such as financial and compliance audits; interim
audits; pre -award audits, performance audits, and final audits. CITY agrees to establish and
maintain proper accounting procedures and cash management records and documents in
accordance with Generally Accepted Accounting Principles (GAAP). 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
five years following CITY's last use of the LACMTA Funds. CITY 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 AGREEMENT. The allowability of costs for CITY's own
expenditures submitted to LACMTA for the STP -L -Eligible Project shall be in compliance
with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for
CITY's contractors, consultants, and suppliers expenditures submitted to LACMTA through
CITY's Monthly Progress Reports and Quarterly Expenditures shall be in compliance with
OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 (whichever is
applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require
CITY to return monies to LACMTA, CITY agrees to return the monies within thirty (30) days
after the final audit is sent to CITY.
9. The terms of this AGREEMENT shall commence on the date that this AGREEMENT
is fully executed and shall terminate once CITY has expended all the LACMTA Funds and all
LACMTA audit and reporting requirements have been satisfied.
10. 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 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.
11. 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.
12. This AGREEMENT may be amended or modified only by mutual written consent of
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LACMTA and CITY.
13. Any correspondence, communication, or contact concerning this AGREEMENT shall
be directed to the following:
CITY OF EL SEGUNDO:
Greg Carpenter
City Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
LACMTA:
Los Angeles County Metropolitan Transportation Authority
One Gateway Plaza
Los Angeles, California 90012
Attn: William Ridder
14. This AGREEMENT shall be interpreted and governed by the laws of the State of
California.
15. This AGREEMENT constitutes the entire understanding between the parties with respect
to the subject matter herein.
In
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by
their respective officers as of the date stated below.
LOS ANGELES COUNTY CITY OF EL SEGUNDO
METROPOLITAN TRANSPORTATION
AUTHORITY
By:By:
Phillip A. Washington
Chief Executive Officer
APPROVED AS TO FORM: APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
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City Attorney Av u1'�^tr'c
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