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2400 - Los Angeles County Metropolitan Transportation Authority - Surface Transportation Program Local (STP-L) MOL.S[PLEXRO 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 January 23, 2009, by and between City Rosemead (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 $ 832,116 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$ 832,116 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 $ 832,116 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 1 M OU.STPLEXRO provided in paragraph I above, LACMTA shall pay CITY $815,473 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 MOU.STPLFXRO 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 0/7F %.M By: Name. ft _ Its: City Manager Date: 4'—(S- 09 LACMTA: Los Angeles County Metropolitan Transportation Authority By: t _ 'Z. ( Y<-/ _7 " 0_ G'/ ARTHUR T. LEAHY 0 DATE Chief Executive Officer Approved as to form: Robert E. Kalunian Ac ' g '.unty C. nsel • � Atsit rIEPI TY 111111111011. 4 Exhibit A CF) Metro LOS ANGELES COUNIY WIROPOLRAN TRANSPIUTATION AIRHQIRY AUTOMATED CLEARING HOUSE (ACH) PAYMENT AUTHORIZATION fURYENOUR AUTHOR IZATIUN(Please type or print al info) SECOONI Vendor Information Vendor Number#. *Company Name: City of Rosemead Mailing Address: 8838 East Valley Boulevard City: Rosemead State. CA Zip Code: 91770 Contact Name: Carolyn Chu Phone#: 626-569-2146 SECT/ON II Banking In/armation/Confidential/ 'Tax 10: 95-2079994 • 'Bank Name: Bank of the West 'Routing Number: 121100782 Account Name: City of Rosemead General Checking Account 'Account Number: 689-009769 SECNONIII Authoriration • 'Authorized Person: Dliv r Chi 'Phone#: 626-5H-2106 'Title: r • Date: 3/11/09 Signature SE IION/V Approval-41T4 Accounting Ilse Only Accounting Manager. Date: Entered by: Date: 'Required field