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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 Signal Hill ("CITY") and the Los Angeles County Metropolitan Transportation Authority ("LACMT A").
RECITALS:
A. CITY is eligible for and has available Federal Surface Transportation Program-Local funds ("STP-L Funds").
B. CITY desires to exchange $204,580.66 of CITY's STP-L Funds for a like amount of LACMT A Local Transportation Funds ("LACMT A Funds").
C. LACMTA is willing to exchange $204,580.66 in LACMT A Funds for a like amount of CITY's STP-L Funds subject to the terms and conditions contained herein.
D. An exchange ofCITY's STP-L Funds with LACMTA Funds is beneficial to and in the general interest of CITY and LACMT A.
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 $204,580.66 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 Federalaid-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 ofCITY's STP-L Funds as provided in paragraph 1 above, LACMTA shall pay CITY $200,489.05 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 1 Attachment "A"
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plus CITY's FYI 6 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 LACMT A to deduct the Processing Fee from the amount LACMT A is to pay CITY hereunder.
6. CITY shall expend the LACMT A 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 LACMT A Funds not expended by the Lapsing Date shall lapse and be returned to LACMT A within thirty (30) days of the Lapsing Date for further programming to third parties as LACMT A 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 LACMT A Funds have lapsed and CITY has not returned all or a portion of the lapsed LACMT A Funds to LAC MT A, 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 LACMT A at law or in equity and without further notice or ability to cure by CITY, CITY hereby authorizes LACMT A to withhold the applicable STP-L funds or local return funds in the amount needed to satisfy the outstanding amount of lapsed LACMT A Funds due and owing to LACMT A prior to LACMT A 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 LACMT A 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, LACMT A 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 LACMT A 2 920000000STPL1614
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 LACMT A through on-going project monitoring and through any LACMT A interim and final audits.
8. LACMT A, and/or its designee, shall have the right to conduct audits of CITY's use of the LACMT A 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 LACMT A 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 LACMT A Funds. CITY shall reimburse LACMT A 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 LACMT A 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 LACMT A Funds and all LACMT A 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. LACMT A 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 LACMT A's obligations under this AGREEMENT; or (ii) any act or omission of LACMT A 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 3 920000000STPL1614
LACMTA and CITY.
13. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following:
CITY OF SIGNAL HILL:
Charlie Honeycutt
City Manager
City of Signal Hill
2175 Cherry A venue
Signal Hill, CA 90755
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.
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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 SIGNAL HILL
METRO POLIT AN TRANSPORTATION
AUTHORITY
Phillip A. Washington
Chief Executive Officer
APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
Charlie Honeycutt
City Manager
APPROVED AS TO FORM:
City Attorney
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