MEMORANDUM OF UNDERSTANDING

Transcription

1 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ( Agreement ) is made and entered into as of this day of, 2017, by and between the City of Los Angeles and its Department of Airports (Los Angeles World Airports or LAWA ), acting by and through its Board of Airport Commissioners ( BOAC ) (collectively, LOS ANGELES ), on the one hand, and the City of Inglewood ( INGLEWOOD ), on the other (each, a Party, and collectively, the Parties ). WHEREAS, LOS ANGELES and INGLEWOOD and others entered into a Stipulated Settlement Agreement dated February 17, 2006 (the Prior Settlement ); WHEREAS, INGLEWOOD expressed legal and policy concerns regarding the completed Specific Plan Amendment Study ( SPAS ) California Environmental Quality Act ( CEQA ) Environmental Impact Report ( EIR ) and on May 30, 2013 filed a writ petition challenging it in Los Angeles Superior Court, Case Number BS143328, transferred and consolidated with Ventura County Superior Court Case No CU-WM-OXN (the SPAS Writ Action ); WHEREAS, on April 12, 2016, the trial court entered judgment in favor of LOS ANGELES, denied INGLEWOOD S SPAS Writ Petition and awarded costs to LOS ANGELES; WHEREAS, LOS ANGELES, as the prevailing party in the SPAS Writ Action, has submitted a cost bill to the Court in the amount of $251,860; WHEREAS, INGLEWOOD has disputed the amount of costs to be awarded and has filed a Motion to Tax Costs ( Cost Motion ) and a Notice of Appeal from the trial court s judgment ( Appeal ); WHEREAS, the Parties desire to resolve the SPAS Writ Action, the Costs Motion and the Appeal without further cost and expense; WHEREAS, LOS ANGELES is planning an LAX Landside Access Modernization Program ( LAMP ) for Los Angeles International Airport ( LAX ) which would include, but not be limited to, an Automated People Mover/LAX Train, East and West Intermodal Transportation Facilities, a Consolidated Rental Car Facility ( ConRAC ), a connection to the Metro regional train system, redevelopment of some parcels used as construction staging, and associated projects; WHEREAS, the LAMP is broadly described in Exhibit A to this Agreement; WHEREAS, LOS ANGELES is analyzing the LAMP pursuant to CEQA, the National Environmental Policy Act ( NEPA ) and related federal and state laws; 1

2 WHEREAS, LOS ANGELES is considering safety improvements to the LAX north airfield complex (collectively, the Interim North Airfield Safety Improvement Program or NASIP ) which are broadly described in Exhibit B hereto; WHEREAS, LOS ANGELES is planning improvements to passenger gate facilities at LAX, including the relocation of West Remote Gates ( West Remote Gate Relocation ) and the modernization and development of passenger gate facilities within the Passenger Terminal Modernization Area (the PTMA ) as shown in Exhibit C to this Agreement) (collectively, PTMA Projects ); WHEREAS, projects within the LAMP, the NASIP, the West Remote Gate Relocation, and the modernization and development of passenger gate facilities within the PTMA may require certain actions by Los Angeles, the Federal Aviation Administration ( FAA ), the Federal Highway Administration ( FHWA ), the Federal Transit Administration ( FTA ), Southern California Association of Governments ( SCAG ) and other government entities, including compliance with environmental review requirements under CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the National Historic Preservation Act ( NHPA ) and other laws; WHEREAS, INGLEWOOD and LOS ANGELES desire and intend that the LAMP, the NASIP, the West Remote Gate Relocation and the modernization and development of passenger gate facilities within the PTMA proceed through local, state and federal approvals and environmental review, administrative and legislative consideration, and, if approved, through implementation, without litigation; WHEREAS, INGLEWOOD and LOS ANGELES desire to work together to facilitate more efficient movement of LAX passengers and employees between Inglewood (and surrounding areas) and LAX; WHERAS, INGLEWOOD has embarked upon a Century Boulevard Mobility Improvement Project ( CBMIP ) to improve Century Boulevard from Van Ness to La Cienega in two phases; WHEREAS, INGLEWOOD S scope for the CBMIP includes full depth roadway reconstruction, physical improvements at major intersections including increasing curb radii, new right/left turn lanes, reconstruction of curb ramps, sidewalks, gutters, new medians, storm drain facilities and pedestrian and vehicular lighting, with estimated construction costs of $37 million; WHEREAS, INGLEWOOD reports CBMIP Phase I is currently under construction; WHEREAS, INGLEWOOD and LOS ANGELES agree that the implementation of Intelligent Transportation System ( ITS ) infrastructure on the Century Boulevard corridor in Los Angeles and INGLEWOOD and the provision of data from this system would benefit LAWA landside, security and emergency operations, as well as reduce traffic congestion on LAWA-owned and controlled roadways; 2

3 WHEREAS, LAWA access to real-time data collection at critical intersections on the Century and La Cienega corridors in INGLEWOOD will allow LAWA to adjust signal timing for vehicles entering and exiting the Central Terminal Area, convey traffic information to drivers on message boards, and take other steps to avoid gridlock and address emergency situations; WHEREAS, real-time data collection and signal control at the Century/La Cienega intersection as well as adjacent intersections along the Century corridor, would provide immediate benefit to LAWA s landside operations on LAWA property, as well as incident and emergency management; WHEREAS, LOS ANGELES and Inglewood believe that significant additional costs associated with ITS improvements at these highest priority intersections on Century Boulevard could be avoided if the ITS improvements begin in 2017 to coincide with the physical improvements INGLEWOOD is making along this corridor; WHEREAS, the LAMP contains design features that facilitate access to the ITF West, ITF East, and ConRAC, including signal synchronization, data collection and messaging along corridors such as La Cienega Boulevard and Century Boulevard east of the 405 Freeway; WHEREAS, LAWA intends to implement transportation demand management ( TDM ) projects to provide reliable, safe, and efficient high-occupancy vehicle access to LAX for LAWA and LAWA-tenant employees in nearby communities like INGLEWOOD to reduce congestion on LAWA roadways, reduce air emissions, and minimize the need to provide additional parking in LAWA lots; and WHEREAS, LOS ANGELES and INGLEWOOD believe INGLEWOOD is best positioned to provide TDM services for LAX employees living in and adjacent to INGLEWOOD. NOW, THEREFORE, in consideration of and in reliance upon the mutual covenants of the Parties expressed in this Agreement, the Parties agree as follows: SECTION I: GENERAL PROVISIONS A. B. C. Recitals True and Correct. The above recitals are true and correct and are hereby incorporated as part of this Agreement. No Admissions. This Agreement does not constitute an admission by any Party with respect to any matter at issue in the SPAS Writ Action. Regulatory Prohibitions. Notwithstanding any provision of this Agreement, LOS ANGELES will not be required to expend any funds or take any actions that are prohibited or disapproved by the FAA or any other regulatory agency or by any local, state or federal law, regulation or requirement. Notwithstanding any provision of this Agreement, LOS ANGELES will not be required by this 3

4 Agreement, either directly or indirectly, to take any action that would constitute (i) a violation of any FAA grant assurance entered into by LOS ANGELES or (ii) a waiver of LOS ANGELES Police Power. D. No General Fund Expenditure Required. Under no circumstances may any of the obligations under this Agreement require any payments from LOS ANGELES General Fund or from any other LOS ANGELES-controlled source of funds other than airport revenue. E. No Third-Party Beneficiaries. Except as otherwise provided in Section II.B of this Agreement, this Agreement has no third-party beneficiaries, and no one other than the Parties will have any right to enforce any of the obligations created by this Agreement. F. Term. The provisions of this Agreement shall be operational through December 31,2030. SECTION II: INGLEWOOD COMMITMENTS AND OBLIGATIONS A. Immediate Dismissal of SPAS Appeal. Within 2 business days of execution of this Agreement by all Parties, INGLEWOOD will file a request for dismissal with prejudice of its SPAS Writ Action Appeal with the Court of Appeal in the form attached hereto as Exhibit D. Except as set forth in Section II.H of this Agreement, each party will bear its own attorneys fees and costs for the SPAS Writ Action and Appeal. INGLEWOOD covenants and agrees that it will not directly or indirectly commence, prosecute or fund any additional lawsuits or administrative proceeding or process arising from or related to the LAX Specific Plan Amendment Study (including, but not limited to, its environmental review process, Final EIR ( FEIR ), mitigation measures, mitigation monitoring and reporting program ( MMRP ), statement of overriding considerations, and findings, and enforcement thereof). B. Covenant Not To Sue. 1. INGLEWOOD covenants and agrees that it will not directly or indirectly commence, prosecute, intervene in, participate in, or fund any lawsuits or administrative proceeding or process against LOS ANGELES (including LAWA, the BOAC, City Council or other City of Los Angeles Department or entity) or any other local, state, or federal entity that a. Involve the review and approval by LOS ANGELES or any other local, state or federal agency (pursuant to CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the NHPA and other federal, state, and local laws) of the LAMP or any project within the LAMP (as defined herein and in Exhibit A), the development of passenger gate facilities within the PTMA (as 4

5 defined herein and in Exhibit C), West Remote Gate Relocation (as defined herein and in Exhibit C) and/or the NASIP (as defined herein and in Exhibit B); and/or b. Could delay, prevent, impede, alter or affect in any way the approval or implementation of the LAMP or any project within the LAMP (as defined herein and in Exhibit A), the development of passenger gate facilities within the PTMA (as defmed herein and in Exhibit C), West Remote Gate Relocation (as defmed herein and in Exhibit C) and/or the NASIP (as defmed herein and in Exhibit B). 2. INGLEWOOD acknowledges and agrees that LOS ANGELES and any local, state or federal agency that is subject to a lawsuit, administrative complaint or intervention described in this Covenant Not to Sue may plead this Agreement as a defense to any such litigation, administrative complaint or intervention. In such a case, INGLEWOOD agrees that LOS ANGELES (including, but not limited to, LAWA), and/or the other local, state or federal entity(ies) would also be entitled to all remedies available at law and equity including, but not limited to, injunctive relief and specific performance of this Agreement including immediate dismissal of any such litigation, administrative complaint or intervention. C. Implementation of Century Boulevard Priority ITS Improvements INGLEWOOD agrees to construct and place into service by December 31, 2021, the ITS improvements for the Century Corridor which would include the intersections described in Section 2 of Exhibit E hereto and funded through Section III.A of this Agreement. Within 60 days of this Agreement, INGLEWOOD shall consult with LAWA regarding the following issues: a. b. c. d. e. f. g- h. Compatibility with LAWA s IT system; Construction and implementation schedule; Data collection and delivery; ITS system management and staffing during non-business hours; Cooperation regarding signal timing; Cooperation regarding incident management; Data exchange and cooperation with entities such as the Los Angeles Department of Transportation and California Department of Transportation; and Posting of messages on message signs. 5

6 3. INGLEWOOD agrees to provide LAWA full access, in format(s) and manner acceptable to LAWA, to real-time data and information from ITS systems as described in Exhibit E within the City of INGLEWOOD. 4. Within 60 days of the execution of this Agreement, INGLEWOOD shall provide LOS ANGELES with all necessary approvals and access for LOS ANGELES to install, operate, and maintain ITS systems for the Century Boulevard/La Cienega intersection that shall also provide LOS ANGELES the capability to control signal timing to reduce congestion. D. Design Features for the LAMP INGLEWOOD agrees to construct and place into service by December 31, 2021, the complete set of intelligent transportation design features for the LAMP designated in Section 3 of Exhibit E hereto ( Design Features ) and operate them through the term of this Agreement. Within 180 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, INGLEWOOD and LAWA shall negotiate a memorandum of understanding (hereinafter Design Features MOU ) addressing the Design Features for the LAMP identified in Section 3 of Exhibit E. Among other things, the Design Features MOU shall address the timing of further funding, cost, scope of improvements and long term operations of the Priority Century ITS Boulevard Improvements and the Design Features for the LAMP, as well as the issues identified in Sections II.C.3 and II.C.4 of this Agreement. E. Facilitation of the LAMP Improvements in INGLEWOOD. INGLEWOOD agrees that if the LAMP is approved, INGLEWOOD will cooperate with and/or facilitate the implementation of all mitigation measures within INGLEWOOD S jurisdiction and boundaries, including, but not limited to, those LAMP mitigation measures set forth in Exhibit F. 6

7 F. Transportation Demand Management. 1. TDM Implementation in Inglewood. Within 180 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, LAWA and rnglewood shall execute a memorandum of understanding (hereinafter TDM Agreement ) pertaining to the implementation of a TDM program and schedule for disbursement of funds for the program. INGLEWOOD shall be responsible for implementing within Inglewood elements of the TDM Program pursuant to Section III.D of this Agreement through the term to be specified in the TDM Agreement. INGLEWOOD S implementation of the TDM Program shall include provision of shared-ride and other services to LAX employees who reside within INGLEWOOD. 2. TDM Agreement. Prior to remitting funds under Section III.D for TDM under this Agreement, INGLEWOOD and LAWA shall conclude the TDM Agreement addressing the precise services, levels of service, monitoring, data reporting and operation of the TDM program. At a minimum, the TDM Agreement shall include provisions regarding the following: a. b. c. d. e. f. g- h. The services to be provided by INGLEWOOD; Deliverable schedule; Service standards/insurance/indemnification; Geographic scope of services; Pricing for riders; Data collection and reporting; Term; and Program evaluation and improvement. 3. Other Funding. The funds provided by LAWA to Inglewood for the TDM Program can be leveraged to attract other grant investments in extending, expanding and/or otherwise improving this program. INGLEWOOD agrees to support such applications that LOS ANGELES, the Transportation Management Organization ( TMO ) or TMO members may submit. G. Projects May be Used as Mitigation. INGLEWOOD acknowledges and agrees that LOS ANGELES shall be able to identify, consider and apply any projects funded pursuant to this Agreement, as it may be amended, and the TDM Agreement as mitigation measures for the LAMP, West Remote Gate Relocation, PTMA and/or the NASIP projects. 7

8 H. Effects of Violation of Obligations and/or Commitments Regarding Dismissal of Litigation and the Covenant Not To Sue. If INGLEWOOD violates any of the obligations or commitments set forth in Section II.A (Immediate Dismissal of SPAS Appeal) or Section II.B (Covenant Not to Sue) of this Agreement: LOS ANGELES (including, but not limited to, the City Council, the Board of Airport Commissioners and LAWA) shall have no further obligations whatsoever under this Agreement; and In the event of any violations of Sections II.A or II.B of this Agreement, INGLEWOOD will, within 90 days, repay LAWA: i. li. All funds received pursuant to this Agreement; and, LAWA SPAS Writ Action Costs in the amount of $251,860. I. Effects of Violation of Obligations and/or Commitments Regarding the ITS, TDM and the LAMP Improvements in Inglewood In the event of any violations of or related to Section II.C (Implementation of Century Boulevard Priority ITS Improvements), Section II.D (Design Features for the LAMP), or Section II.F (Transportation Demand Management) of this Agreement, INGLEWOOD will be provided notice and opportunity to cure the violation consistent with Section IV.A of this Agreement. If INGLEWOOD is not in substantial compliance within 30 days of completion of the dispute resolution of Section IV.A of this Agreement or another period agreed upon in writing by the Parties, then LOS ANGELES shall, within 60 days, provide an estimate of the cost for LOS ANGELES to correct the default and ensure the performance committed under this Agreement, the TDM Agreement and the Design Features MOU. Within 60 days of LOS ANGELES delivery of an estimate under Section II.I.2 of this Agreement, INGLEWOOD shall either: l. n. Pay LAWA the cost estimate provided under Section II.I.2 of this Agreement; or Provide all necessary access, authorizations and permissions for LOS ANGELES to correct the violations and/or defaults and ensure the performance committed under this Agreement, the TDM Agreement and the Design Features MOU. 8

9 4. If INGLEWOOD opts for LOS ANGELES to correct and cure the violations and/or defaults under Section II.I.3.ii of this Agreement, LOS ANGELES shall provide documentation regarding all costs it actually incurs that were necessary to correct such violations and/or defaults. LOS ANGELES shall first draw against remaining funds in the escrow accounts created under Sections III.B.2 and III.D.2.b.i of this Agreement to cover these costs to the extent possible. To the extent that these funds in escrow are not sufficient to cover the costs incurred by LOS ANGELES, INGLEWOOD shall pay to LOS ANGELES any and all costs not covered by the remaining funds in the escrow accounts within 60 days of receipt of LOS ANGELES documentation of the costs incurred to correct such violations and/or defaults. J. Audit. INGLEWOOD recognizes that from time to time the FAA or the Office of Inspector General of the U.S. Department of Transportation ( OIG ) may conduct audits of financial transactions affecting LAWA to determine whether LOS ANGELES is complying with applicable federal aviation law, including 49 U.S.C (b) and the Federal Aviation Administration Policy and Procedures Concerning the Use of Airport Revenue, INGLEWOOD agrees to fully respond and cooperate with LAWA in the event of any such audits by the FAA or OIG, including, but not limited to, any such audits of the financial transactions that are the subject of this Agreement. INGLEWOOD agrees to maintain for a period of not less than six years all documentation necessary to ensure compliance with all applicable FAA regulatory requirements and promptly to provide such documentation to LAWA upon request. SECTION III; LOS ANGELES COMMITMENTS AND OBLIGATIONS A. Priority Century Boulevard Intelligent Transportation System Improvements. LAWA will, within 60 days of the execution of this Agreement, pay to INGLEWOOD $3,843 million for INGLEWOOD to use towards the implementation of the Priority Century Boulevard ITS and intersection improvements identified in Section 2 of Exhibit E hereto. B. Design Features for the LAMP. 1. Within 60 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, assuming that INGLEWOOD is in substantial compliance with all of its obligations under this Agreement, LAWA shall remit to INGLEWOOD the sum of $2.2 million for construction and implementation of the Design Features for the LAMP 9

10 described in Section 3 of Exhibit E hereto. In the event of any judicial challenges by any party under CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the NHPA or other federal, state or local laws of the LAMP or any project within the LAMP: (1) payment of the sum in this Section III.B.l shall be tolled in the event that there are any injunctions, restraining orders, declaratory orders or similar relief; and (2) LOS ANGELES may postpone such payment by 120 days regardless of injunction. 2. Within 60 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, LAWA shall establish and the remaining sum of $8,857,000 be placed into an escrow for completion of the construction and implementation of Design Features for the LAMP described in Section 3 of Exhibit E hereto. The escrow agreement shall provide that any default or violation of this Agreement uncured after the dispute resolution procedures in Section IV (including the 60-day period to cure and 60-day mediation period) and relating to the Design Features for the LAMP shall allow LAWA to draw against the escrowed amounts to cover any costs pursuant to Section II.I.4 and that such draws shall take priority to any other payments from the escrow account Within 180 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, INGLEWOOD and LAWA shall address in the Design Features MOU the payment of the balance of the escrowed amount for the implementation of INGLEWOOD S obligations under Section II.D of this Agreement. The Design Features MOU shall provide that, in the event of any judicial challenges by any party under CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the NHPA or other federal, state, or local laws of the LAMP or any project within the LAMP: (1) payment of the balance of funds in the escrow shall be tolled in the event that there are any injunctions, restraining orders, declaratory orders or similar relief; and (2) LOS ANGELES may postpone payments by 120 days regardless of injunction. Within 120 days of completion of the implementation of the Design Features for the LAMP specified in Exhibit E of this Agreement and the Design Features MOU, INGLEWOOD shall provide Engineering Consultant and Construction Contractor approved invoices to LOS ANGELES demonstrating that the design and construction of improvements, as described in Sections III. A and III.B of this Agreement, have been spent solely on the provision of the Priority Century Boulevard ITS and Design Features for the LAMP under this Agreement. If the total 10

11 costs incurred are less than $14,900,000, the funds remaining unspent shall be reimbursed to LAWA. C. Additional Traffic Improvement Measures. LAWA will include the ITS improvements and Project Design Features described in Exhibit E hereto, the TDM program in Section ILF of this Agreement, and the improvements identified in Exhibit F hereto as project features or mitigation measures in the LAMP FEIR submitted to BOAC and the Los Angeles City Council. D. Transportation Demand Management. 1. TDM Program. LAWA shall consult with INGLEWOOD to prepare an initial travel demand survey for LAX-based employees and a follow-up survey within nine months of the initial survey, the formation of a TMO, and development of a TDM Program to comply with the requirements of the LAMP FEIR. 2. TDM Funding. LAWA shall make payments to INGLEWOOD as follows for the implementation of the TDM Program in INGLEWOOD: a. Initial Payment for TDM Implementation. Within 60 days of LAWA s issuance of a notice to proceed to the selected Design, Build, Finance, Operate and Maintain contractor for the LAMP Automated People Mover system, assuming that INGLEWOOD is in substantial compliance with all of its obligations under this Agreement, LAWA shall remit to INGLEWOOD the sum of $2 million for planning and implementation of a demonstration TDM Program. In the event of any judicial challenges under CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the NHPA or other federal, state, or local laws of the LAMP or any project within the LAMP: (1) payment of the sum in this Section III.D.2.a shall be tolled in the event that there are any injunctions, restraining orders, declaratory orders or similar relief; and (2) LOS ANGELES may postpone such payment by 120 days regardless of injunction. b. Escrow. 1. Within 60 days of the execution of the TDM Agreement, LAWA shall establish an escrow account and place $8,661 million in it for the implementation of INGLEWOOD S remaining obligations to implement the TDM Program under this Agreement. 11

12 The escrow agreement governing such account shall provide that any default or violation of this Agreement uncured after the dispute resolution procedures in Section IV of this Agreement (including the 60-day period to cure and 60-day mediation period) and relating to the TDM shall allow LAWA to draw against the escrowed amounts to cover any costs pursuant to Section II.1.4 of this Agreement and that such draws shall take priority over any other payments from the escrow account. Within 120 days of the completion of the TDM program covered under the TDM MOU, INGLEWOOD shall provide documentation to LOS ANGELES demonstrating that all funds LOS ANGELES provided to Inglewood under Section III.D of this Agreement have been spent solely on the provision of TDM services under this Agreement. If the total costs incurred at the end of the term of this Agreement for the TDM Program are less than $10,661,000, the funds remaining unspent shall be reimbursed to LAWA. c. Final Payments for TDM Implementation. The TDM Agreement shall address the payment of the escrowed amounts for implementation of INGLEWOOD S TDM obligations under Section II.F. The TDM Agreement shall provide that, in the event of any judicial challenges by any party under CEQA, NEPA, the Clean Air Act, Section 4(f) of the Department of Transportation Act, the NHPA or other federal, state or local of the LAMP or any project within the LAMP: (1) payment of the balance of funds in the escrow shall be tolled in the event that there are any injunctions, restraining orders, declaratory orders or similar relief; and (2) LOS ANGELES may postpone payments by 120 days regardless of injunction. d. Other Funding. Both parties agree that the funds provided by LAWA to INGLEWOOD for this employee mobility program can be leveraged to attract other grant investments in extending, expanding and/or otherwise improving this program. LOS ANGELES agrees to support such applications that INGLEWOOD may submit. E. Residential Sound Insulation Program. During the term of this Agreement, if LAWA approves a project that would materially move a runway on the north airfield complex in a manner that would change the potential forecast 65 Community Noise Equivalent Level (CNEL) noise contour in INGLEWOOD, as determined by the CEQA project-level review for such project, LAWA will seek 12

13 BOAC approval to work with INGLEWOOD to sound insulate newly impacted homes in bulk bid packages to the extent such soundproofing is permitted by the FAA. F. Subject to Federal, State and Local Laws. LOS ANGELES s obligations under this Agreement are subject to federal, state and local laws and approval by FAA. SECTION IV: DISPUTE RESOLUTION AND ENFORCEMENT A. Preliminary Enforcement Procedures. 1. Applicability. These preliminary enforcement procedures in this Section IV.A do not apply to any actual or alleged violations of Section II.A (Immediate Dismissal of SPAS Appeal) or II.B (Covenant Not To Sue), but shall apply to all other disputes and alleged defaults under this Agreement. 2. Right to Cure. If any Party believes that another Party s performance is in default of the Party s obligations under this Agreement, the Party shall provide written notice to the other Party of the alleged default; offer to meet and confer in a good faith effort to resolve the issue; and provide the other Party 60 days to cure the alleged default commencing at the time of receipt of the notice of a property detailed written default notice. Any notice given under this Agreement will specify in reasonable detail the nature of the alleged default and, where appropriate, the manner in which the alleged default satisfactorily may be cured. If the FAA or any other regulatory authority determines that LOS ANGELES s performance under this Settlement is prohibited or would result in withholding or demand for remittance of federal funds, LOS ANGELES s failure to perform shall not constitute a default under this Agreement. 3. Mediation. If an alleged default in performance has not been cured within the 60-day period provided in Section IV.A.2 of this Agreement, either Party may request that the dispute first be submitted to mediation prior to judicial enforcement. The party requesting mediation shall pay for the services of the mediator. If mediation is requested by any Party, all Parties shall make a good faith effort to first resolve through mediation any dispute about another Party s alleged default in performance. The Parties will commence mediation within 15 days of notice of the mediation and joint identification of the mediator and shall conclude mediation within 45 days of its commencement. Each Party shall bear its own fees and costs relating to the mediation. B. Judicial Enforcement. 1. Immediate Enforcement of Certain Provisions. Notwithstanding any other provision of this Agreement, LOS ANGELES may seek immediate 13

14 judicial enforcement of any alleged violations under Section II.A (Immediate Dismissal of SPAS Appeal) or Section II.B (Covenant Not To Sue). 2. Jurisdiction and Venue. All Parties consent to the jurisdiction of the Ventura County Superior Court for judicial resolution of all disputes arising under this Agreement. The sole venue for any judicial enforcement action will be the Ventura County Superior Court, unless another venue is agreed to in writing by the Parties. 3. Specific Performance Sole Remedy. The only relief that any Party may request in the event of a breach of this Agreement will be an order compelling specific performance and for payments under Sections II.H and II.I of this Agreement. No Party may seek monetary damages of any kind as a result of any alleged breach of this Agreement, other than those identified in Sections II.H and II.I. SECTION V; NOTICES All notices will be in writing and will be addressed to the affected Party at the addresses set forth below. Notices will be: (a) delivered by in-person service to the addresses set forth below, in which case they will be deemed delivered on the date of delivery, as evidenced by the written report of the courier service, or (b) sent by certified mail, return receipt requested, in which case they will be deemed delivered three business days after deposit in the United States mail. Any Party may change its address or the name and address of its attorneys by giving notice in compliance with this Agreement. Notice of a change will be effective only upon receipt. Notice given on behalf of a Party by any attorney purporting to represent a Party will constitute notice by the Party if the attorney is, in fact, authorized to represent the Party. The addresses of the Parties and their attorneys are: If to LOS ANGELES: Chief Executive Officer Los Angeles World Airports 1 World Way P.O. Box Los Angeles, California With a copy to: General Counsel to the Airport Division 1 World Way Los Angeles, California

15 If to INGLEWOOD: Mr. Artie Fields, City Manager One Manchester Blvd. Inglewood, CA Mr. Ken Campos, City Attorney One Manchester Blvd. Inglewood, CA With a copy to: SECTION VI; MISCELLANEOUS Ms. Yvonne Horton, City Clerk One Manchester Blvd. Inglewood, CA A. Legal Fees and Costs. With the exception of the provisions of Section II.H of this Agreement, each Party will bear its own legal fees and costs resulting from the preparation, negotiation, execution and enforcement of this Agreement and the SPAS Writ Action and SPAS Writ Appeal. B. Waiver. The waiver of any provision or term of this Agreement will not be deemed a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a default, will not be deemed a waiver of any provision or term of this Agreement. C. Representation by Counsel. Each of the Parties has been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement will not be strictly construed against any Party, and the rule of construction that any ambiguities be resolved against the drafting Party will not apply to this Agreement. D. Interpretation. Specific provisions of this Agreement will take precedence over conflicting general provisions. E. California Law. This Agreement will be construed in accordance with the laws of the State of California. F. Entire Agreement. This Agreement contains the entire agreement between the parties and, except as otherwise explicitly provided in this Agreement, supersedes any prior agreements, whether written or oral. This Agreement explicitly does not supersede: the January 2015 Letter Agreement Residential Soundproofing (RSI) City of Inglewood regarding INGLEWOOD RSI Grant Implementation Plan 14; any of the license agreements between LAWA and INGLEWOOD regarding 15

16 LAWA use of space at Inglewood City Hall, or any other agreements between the City of Los Angeles and the City of Inglewood which are unrelated to the subject matters contained herein. G. Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective Party for which they have executed this Agreement. H. I. J. K. L. M. Binding and Enforceable Upon Signature. As to any Party, this Agreement will be binding upon, and as of the date of, the Party s execution of this Agreement. This Agreement will be enforceable by any Party and each Party s respective successors and assigns. Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by each of the Parties. Counterparts. This Agreement may be executed in two or more counterparts, each of which may be deemed an original, but all of which will constitute one and the same document. Effective Date. This Agreement will be effective upon execution by all Parties. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions will continue in full force and effect. Assignment, Successors and Assigns. This Agreement may not be assigned without the written consent of the other Party. If properly assigned, this Agreement will bind and inure to the benefit of the agents, assigns, and successors-in-interest of each Party. Remainder Of This Page Intentionally Left Blank; Signature Page Follows. 16

17 APPROVED AS TO FORM: MICHAEL N. FEUER City Attorney LOS ANGELES WORLD AIRPORTS Dater L, I 3. Wfr Date: By: 'epuiy/assistant City Attorney Date: Chief Executive Offrs^r Department of Airports ojafz. By: fo Department of Airports APPROVED AS TO FORM: MICHAEL N. FEUER City Attorney CITY OF LOS ANGELES Date: JUN Date: 1 By, By: Deputy ssistarit Ci' /.ttomey Herb J. Wesson, Jr, Acting Mayor APPROVED AS TO FORM: KENNETH R. CAMPOS City Attorney Date: By: i/^r/ 9StA&/' CITY OF INGLEWOOD Date: By: lames T.ButtsjOn MAYOR / ^ 17

18 EXHIBITS Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Description of LAMP Description of North Airfield Safety Improvement Program Description of West Remote Gate Relocation Project and PTMA Form of Dismissal of SPAS Writ Action Inglewood Intelligent Transportation System Improvement Description LAMP Mitigation Measures

19 EXHIBIT A: DESCRIPTION OF LAMP This exhibit broadly identifies the approximate conceptual nature, elements, scope, size and capacity of the Landside Access Modernization Program ( LAMP ) for Los Angeles International Airport ( LAX ). A Notice of Preparation for the LAMP EIR was issued on February 4, 2015, the draft EIR ( DEIR ) was issued September 15, 2016, and the Final EIR ( FEIR ) was issued on February 15, The LAWA Board of Airport Commissioners ( BOAC ) is scheduled to certify the FEIR on March 2, The Parties acknowledge and agree that the LAMP will continue to evolve during design and construction, which may result in some changes regarding the LAMP project elements. Such changes are included within the scope of this Exhibit A so long as they continue to perform substantially the same functions.1 PROJECT COMPONENT APM System ITF West ITF East CONRAC Facility Roadway Improvements GENERAL LOCATION The APM would extend approximately 2.25 miles generally from the western end of the CTA along Center Way to S. Sepulveda Boulevard and then onto W. Century Boulevard to Vicksburg, Avenue. The APM would then turn north to W. 96th Street and east along W. 96th Street to the CONRAC. The APM also includes a Maintenance and Storage Facility. The ITF West facility would be located generally in the area bound by W. 96th Street to the south, Airport Boulevard to the east, Westchester Parkway/W. Arbor Vitae Street to the north, and extend past Jenny Avenue to the west. The ITF East facility would be located generally east of Aviation Boulevard between W. 96th and W. 98th Streets. The CONRAC would be located west of 1-405, north of W. Century Boulevard, east of Aviation Boulevard and south of W. Arbor Vitae Street. A series of roadway improvements would occur generally in the areas of: S. Sepulveda Boulevard and W. Century Boulevard, just east of the CTA; Areas east of the CTA, bound generally by W. Century Boulevard to the south, S. Sepulveda Boulevard to the west, the to the east and Westchester Parkway/W. Arbor Vitae Street to the north; and Areas north of Imperial Highway east of Aviation Boulevard to 111th Street. The term CTA refers to the Central Terminal Area at LAX. The term TBIT refers to the Tom Bradley Terminal at LAX. A-l

20 PROJECT COMPONENT Terminal Cores and Pedestrian Walkways GENERAL LOCATION Passenger walkway systems connecting the APM stations to passenger terminals, parking garages, and ground transportation facilities Modifications to existing passenger terminals and parking garages to support the APM walkway system connections, including vertical circulation (elevators, escalators, and stairs) cores to all garage levels and to the arrival, departure, and concourse levels at the terminals. Automated People Mover and Associated Facilities PROJECT COMPONENT DESCRIPTION APM Guideway The APM would operate 24 hours a day, 7 days a week Free to passengers, employees and the public Varying width guideway extending from the western area of the CTA to Manchester Square The APM would have up to 5 cars per train West CTA Station Located between existing parking garages P3 and P4, east of TBIT Replacement Parking Garages near West CTA Station Center CTA Station East CTA Station ITF West Station Reconstruction of the garages with approximately 160 new spaces Located generally north of the existing Central Utility Plant, south of parking garage P2A Located generally between existing parking garages PI and P7 Located generally north of West 98thth Street, west of Airport, south of Westchester Parkway. A pedestrian walkway connects APM station to the public parking garage A vertical circulation core consisting of elevators, escalators, and egress stairs, would provide passengers access to the ground level Pick up and drop off curb area for commercial and private vehicles ITF East APM Station Located generally north of Century, east of Aviation Boulevard, south of West Arbor Vitae and west of the CONRAC. A pedestrian walkway connects the APM to the public parking garage and to the CONRAC as well as Airport Metro Connector station being built by Metro A vertical circulation core consisting of elevators, escalators, and egress stairs, would provide passengers access to the ground level CONRAC APM Station Located generally south of West Arbor Vitae Street, east of Aviation Boulevard, north of West Century Boulevard and West of La Cienega Boulevard, A pedestrian walkway connects to the CONRAC A vertical circulation core consisting of elevators, escalators, and egress stairs, would provide passengers access to the ground A-2

21 level Pedestrian Walkways Connect APM stations to terminals and parking garages Vertical Circulation Cores Located at the interface of each pedestrian walkway and terminal/parking garage Can accommodate elevators, escalators, and stairs Maintenance and Storage Facility Facility to support the operations and maintenance of the APM operating system in Belford Square Traction Power Substations Three to five substations to provide power to the APM guideway and trains Located in the general vicinity of the East CTA Station, ITF West, ITF East, and/or APM Maintenance and Storage Facility A-3

22 ITF West PROJECT COMPONENT DESCRIPTION Curb Space Provide areas where airport shuttles and private vehicles can transfer airport users to the APM system Public Parking Garage Approximately 8,000 parking spaces Reconfiguration and Relocation Reconfiguration and relocation of current Lot C functions of Lot C to Accommodate ITF ITF East PROJECT COMPONENT DESCRIPTION Curb Space Areas where airport shuttles and private vehicles can transfer airport users to the APM system Short-term layover parking Located north of the proposed APM station Parking Garage Approximately 8,300 parking spaces AMC Station Connects to future AMC Metro station developed by Metro as a separate project CONRAC PROJECT COMPONENT DESCRIPTION Customer Service Building Area where customers pick up rental contracts Rental Car Ready/Retum Parking Area where public picks up and drops off vehicles Area Approximately 8,000 parking spaces for rental car vehicles Quick Turnaround Area (QTA) Two separate structures containing fueling, car wash and maintenance facilities Vehicle Storage Area Approximately overflow spaces; 2,200 spaces above the Idle Storage Area that can be used for employee parking if not QTA Support and Additional Site Functions Employee and Visitor Parking Bus Plaza used for rental car storage Approximately 340 parking spaces Houses equipment and systems to support operations of the QTA Approximately 1,200 parking spaces Approximately 12 bus bays Major Roadway Improvements - Phase 1 ROADWAY New Roadways New A St New B St New C St New D St New 98th St New Concourse Way Improvements to Existing Roadways Sepulveda Blvd APPROXIMATE LOCATION Century Blvd to Westchester Pkwy/ W. Arbor Vitae Street New A St to Airport Blvd Imperial Hwy and W. 111th St tli W. 96 St to W. Arbor Vitae St Bellanca Ave to La Cienega Blvd Century Blvd to New 98th St tk Sepulveda Tunnel to W. 96 St A-4

23 Airport Blvd West Arbor Vitae St West 96th St West 98th St Century Blvd Aviation Blvd La Cienega Blvd W. 98th St to West Arbor Vitae St Airport Blvd to La Cienega Blvd Airport Blvd to Bellanca Ave New A St to Bellanca Ave New A St. to Aviation Blvd Century Blvd to West Arbor Vitae St Century Blvd to W. Arbor Vitae St Major Roadway Improvements - Phase 2 IMPROVEMENTS TO EXISTING ROADWAYS APPROXIMATE LOCATION S. Sepulveda Boulevard LAX Airport Tunnel to W, 96th Street Northbound S. Sepulveda Boulevard to eastbound W. N/A Century Boulevard Ramp Westbound W. Century Boulevard New A Street to World Way Westbound W. Century Boulevard Viaduct to World Way N/A Eastbound World Way (Arrivals) to southbound S. N/A Sepulveda Boulevard Ramp Eastbound World Way (Departures) to southbound S. N/A Sepulveda Boulevard Ramp (join existing ramp) Eastbound World Way (Arrivals & Departures) W. Century Boulevard and to New A1 Street Eastbound World Way (Departures) to northbound S. N/A Sepulveda Boulevard Ramp Other Project Components Component Description Utilities Utility improvements and relocations are required to support the construction and operation of the proposed Project facilities. Operations (this list is Policy changes may include, without limitation, changes to fees, pricing, not all inclusive) licenses, traffic patterns, and agreements with various commercial vehicle operators at LAX Policy changes may include, without limitation, fees and prices imposed on the general public for roadway access and/or parking at LAX facilities Travel Demand Management (TDM) Program, Transportation Management Association; LAX - Area Employee Mobility Choice Program Mitigation Measures As part of the environmental process, mitigation measures to reduce or eliminate significant impacts would be incorporated into the proposed Project. Acquisition Properties (may change during design and engineering) In order to facilitate the constriction of the LAMP, acquisition of several properties located along the APM, CONRAC, and roadways, including property right-of-way for curb cuts, and billboards, is required. LAWA will acquire many of these properties as part of the existing relocation program underway to mitigate aircraft noise impacts on area residences, as part of the LAWA s Aircraft Noise Mitigation Program ( ANMP ). Should the land acquisition under the existing ANMP Relocation Plan A-5

24 not be completed by the time the proposed Project is approved and advanced into implementation, LAWA would begin to explore practical measures, including voluntary acquisition, leasing, and/or eminent domain to ensure designated areas are vacated consistent with LAMP S construction sequencing plan. Enabling Projects It is expected that construction of the LAMP would require demolition of several existing facilities, some of which would be reconstructed. These enabling projects include but are not limited to three parking garages within the CTA that would be demolished and reconstructed, including Parking Garage P2A, Parking Garage P2B and Parking Garage P5. The Bob Hope Hollywood United Service Organizations would be demolished and relocated. The restaurant building at 9601 Airport Boulevard would be demolished, the metro Bus Terminal on 96th Street would be demolished and the facility would be relocated. The Delta Hangar complex would be demolished and relocated as would the Reliant Medical Center and the DEA offices. These enabling projects would also include various roadway work and utility relocations in the general vicinity of the Project. LAMP Entitlements As part of the LAMP, LAWA is seeking to amend the LAX Plan, LAX Specific Plan, Westchester-Playa del Rey Community Plan, Mobility Plan 2035, other plans, and seek various entitlements including zone changes, tract maps and ultimately modify LAWA s Ground Transportation Permit Program. These plan amendments and entitlements include all those referenced in the LAMP DEIR and the LAMP FEIR and otherwise necessary for or related to LAMP implementation. LAMP Phase 2: Potential Future Related Development As part of the LAMP, LAWA analyzed potential future related development on residual parcels of LAWA land that may become available after Phase 1 construction. Pursuant to the LAMP DEIR and FEIR and in compliance with CEQA, LAWA analyzed at a program level 900,000 sq feet of potential related development as part of Phase 2. The potential use includes: POTENTIAL USE APPROXIMATE SIZE (SQ. FT.) Office Space Hotel (approximately 400 rooms) Commercial Space Conference Center Total 900,000 A-6

25 EXHIBIT B DESCRIPTION OF NORTH AIRFIELD SAFETY IMPROVEMENT PROJECT (NASIP) The NASIP may include, but is not limited to, the following: Between Runway 24R/6L and 24L/6R: o Install up to two new exit taxiways designed in accordance with FAA geometry for Airplane Design Group VI and Taxiway Design Group 7, crossing west of the high energy zone of the north inboard airfield runway, including necessary tie-ins and reconfigurations; o Install up to two new exit taxiways designed in accordance with FAA geometry for Airplane Design Group VI and Taxiway Design Group 7, crossing east of the high energy zone of the north inboard airfield runway, including necessary tie-ins and taxiway reconfigurations; o Decommission existing Taxiways Y and Z. South of Runway 24L/6R: o Install Taxiway D extension west of Taxiway C-14 to Taxiway AA and relocate (construct new and demolish existing) facilities and activities necessary to complete this (examples include, but are not limited to a new Airfield Bus Operations Facility to replace existing); o Install Taxiway D extension west of Taxiway AA, relocate (construct new and demolish existing) facilities and activities necessary to complete this (examples include, but are not limited to, new Concourses/Terminals 0 and 9 to accommodate relocation of West Remote Gates) and remove Taxiway E- 17; o Upgrade Taxilane D and Taxiway E between Taxiway S to Taxilane D7; o Install Taxilane D and Taxiway E extension from Taxilane D7 to the east, including necessary service road construction and possibly including a hold pad, penalty box and bypass ramp area. Complete the installation of Runway Status Lights (RWSL) and other navigational aids on the north airfield; Widen Runway 24L/6R to 200 feet and make other improvements to enhance the safety of Group VI aircraft operations; Install Final Approach Runway Occupancy Signal (FAROS) and other navigational aids on the north airfield; B-l

26 Passenger Terminal Moderniz ation Area i Los Angeles World Airports m m Sj. to < «N m i'f H CN 0 - ^A? > O SB r r ( s I* t to a mm f : '}&, t^w?. -1 JwJ. is 5 Los Angeles World Airports ' *i~i'iifi ii' if* * February 12, 2016