AGREEMENT. by and between the CITY OF LOS ANGELES. and ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC. for the DOWNTOWN LA STREETCAR PROJECT

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1 AGREEMENT by and between the CITY OF LOS ANGELES and ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC. for the DOWNTOWN LA STREETCAR PROJECT This Agreement is made by and between the City of Los Angeles, California, a municipal corporation (hereinafter referred to as the City"), and Ernst & Young Infrastructure Advisors, LLC. (hereinafter referred to as Consultant), a Limited Liability Corporation with offices at 725 South Figueroa Street, Suite 500, Los Angeles CA for financial consulting services for the City s Downtown LA Streetcar Project (hereinafter referred to as LA Streetcar ) WITNESSETH: WHEREAS, on August 18, 2015, the City issued a Request for Proposals (RFP) for financial consulting services in connection with proposed capital projects including the Downtown LA Streetcar (LA Streetcar); WHEREAS, through a competitive evaluation of proposals received to provide the requested services, the City selected the proposal from Consultant as the most responsive and that proposal is incorporated herein by reference (herein referred to as Proposal ); WHEREAS, Consultant is well qualified to provide professional financial advice to the City for the services contemplated in this Agreement; WHEREAS, this Contract and the Proposal, along with the Appendices attached hereto shall hereinafter be referenced collectively as the Agreement." NOW THEREFORE, in consideration of the mutual promises, covenants, and terms and conditions herein, the parties agree as follows: SECTION I. INTRODUCTION AND CONDITIONS PRECEDENT A. Parties to this Agreement The parties to this Agreement are:

2 1. The City of Los Angeles, a municipal corporation, having its principal Offices at 200 North Spring Street, Los Angeles CA Consultant, known as Ernst & Young Infrastructure Advisors, LLC, a corporation, having offices at 725 S, Figueroa Street, Suite 500, Los Angeles, CA B, Representatives of the Parties and Service of Notices 1. The representatives of the respective Parties who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows: a. The representative of the City (City Contract Administrator) shall be. unless otherwise stated in the Agreement: Miguel A. Santana, City Administrative Officer City of Los Angeles Office of the City Administrative Officer 200 North Main Street, 15th floor Los Angeles, CA b. The representative of the Consultant shall be: Tom Rousakis, Senior Managing Director Ernst & Young Infrastructure Advisors LLC. 725 South Figueroa Street, Suite 500 Los Angeles, CA Notices: Formal notices, demands and communications to be given by either party shall be made in writing (hardcopy, or fax) and when required be effected by personal delivery or by mail. A notice of breach of agreement or liquated damages, if any, will be sent via certified mail. 3. Changes. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this section, within (5) working days of said change. C. Contract Modifications This Agreement fully expresses all understanding of the parties concerning all matters covered along with the Proposal, and the Appendices attached hereto shall constitute the total Agreement. Except as may otherwise be provided herein, no addition to, or alteration hereto, shall be valid unless made in the form of a written agreement approved by the Mayor and/or Council and executed by the parties.

3 SECTION II. SCOPE OF WORK A. Specific Services The Consultant shall advise and assist the Office of the City Administrative Officer ( CAO ) in developing a financial strategy to support the LA Streetcar, In particular, the Consultant will analyze the potential for utilizing a public private partnership (: P3") or other alternative funding and delivery methods. Deliverables and services are detailed below: The Consultant services will include, but are not limited to, the following: Phase One: 1. Conduct evaluation of funding alternatives, including a P3 approach or other alternative delivery methods, and develop a recommendation as to which strategy would be the most appropriate funding structure for this project. This evaluation must include the financial and other benefits of each alternative and the criteria that the City should consider for successful implementation; 2. Develop a recommended strategy for the City to access private capital through a Request for Qualification (RFQ), and/or Request for Proposal (RFP) procurement process; 3. Develop a viable preliminary financial plan to fully fund the LA Streetcar construction project; 4. Provide a written report with recommendations that addresses items 1 through 3; and 5. Assist City staff with briefings and presentations to the Mayor and Council and other stakeholders. Phase Two (Work contingent on approval of Phase One): 1. Develop the process and structure for implementing the P3 or other alternative funding and delivery method which may include assisting in the development of the RFQ and/or RFP for the LA Streetcar project; 2. Assist the City in ongoing discussions and open dialogue with potential proposers to ensure all stakeholder input is considered; 3. Provide analysis and evaluation of responses submitted; 4. Provide a written report with recommendations; and, 5. Assist City staff with briefings and presentations to the Mayor and Council and other stakeholders.

4 Phase Three (Work contingent on approval of Phases One and Two): 1. Assist the City in its procurement and selection of any additional technical, financial or other services that may be required to implement the agreement on behalf of the City, in alignment with the City s established procurement policies; 2. Assist in development of a long term financial agreement and implementation documents for this project, if approved by the Mayor and Council; and, 3. Assist City staff with briefings and presentations to the Mayor and Council and other stakeholders. The duties stated herein are merely summarized and a more defined workplan will be developed between the City and Contractor. B. Consultant Lead Personnel The Consultant shall be primarily represented by Tom Rousakis, and Tuyen Mai. Any change, addition to or substitution of the above named staff requires the City s prior written approval. The City reserves the full right to terminate this agreement in the event that the above named staff is not available to represent the Consultant and fulfill their obligations hereunder. C. City Lead Personnel The City shall be primarily represented by David Hirano and Ida Rubio. Should there be any change, addition or substitution of the above named staff, the Contractor will be notified. SECTION 111. COMPENSATION To the extent possible, compensation shall be provided on a reimbursable lump sum basis for the provision of specific deliverables by the Consultant to the City. However, at the discretion of the City Contract Administrator, where deliverables are not neatly defined, compensation may be provided based upon an hourly rate with or without reimbursement for out-of-pocket expenses. The City shall compensate the Consultant a total amount not-to-exceed $1,488,150 for the satisfactory performance of tasks outlined in the Scope of Work and the Fee Schedule. The total amount for all three Phases is indicated below: Phase 1: Phase 2: Phase 3: T ravel TOTAL: $ 350,000 $ 824,000 $ 309,000 5,150 $1,488,150

5 It is the intent of the City to provide compensation for Phase One on a Deliverable Basis consistent with Section IIIB of this Agreement. For Phases Two and Three, compensation will be determined based on a more defined set of deliverables and will be provided on a Deliverable Basis to the extent possible, consistent with Section IIIB. Should that not be feasible, it is the intent to provide compensation on an hourly basis, consistent with Section NIC of this Agreement as agreed between the City and Contractor. A. Schedule of Deliverable Phase One Final Report will be completed no later than 12 weeks from date of execution of this Agreement. Phase Two and Three will be subject to approval of Phase One and options approved. A defined timeline will be determined between the City and Contractor. B. Compensation by Deliverable Consistent with the Agreement, the deliverable will be provided by the Consultant to the City in Draft form. The City will have sufficient opportunity to review and request changes. Requested changes will be communicated in writing within five working days from receipt. The Consultant shall have sufficient opportunity to make changes and provide a revised deliverable within ten working days. The deliverable will be considered final and eligible for payment upon acceptance by the City. Acceptance by the City will occur in writing and be presented to the Contractor. Upon Acceptance of a Final Deliverable by the City, the Consultant will be eligible to present an invoice to the City for ninety percent of the payment due. The invoice must include a copy of the Final Deliverable and evidence of a valid Business Tax Registration Certificate. The remaining ten percent may be invoiced upon completion of required presentations to the Mayor, Council and other stakeholders as required in the Scope of Work, C Compensation by hourly rate (with or without out-of-pocket expenses) The City and Consultant will develop a mutually agreeable methodology for hourly rate billings, which will ensure that Consultant services remain within budgeted allocations for the defined Scope of Work. Compensation by hourly rate will be billed at rates consistent with this Agreement and provided in Appendix A. Billings will occur monthly. The City reserves the right to require a more frequent billing, if deemed necessary. Bills by the Consultant to the City will be required to be accompanied by

6 5. 6. documented evidence of expenditures. The level of documentation required will be determined by the City. The Consultant will be required to notify the City as accrued expenses reach the following thresholds: 30 percent of the authorized amount; 50 percent of the authorized amount; 70 percent of the authorized amount; and, 90 percent of the authorized amount. Out-of-pocket expenses eligible for reimbursement shall include, but are not limited to, postage and delivery, outside printing and copying, and telecommunications (e.g., conference calls) pertaining to the services covered by this Agreement. Such expenses shall be payable only to the extent that the Consultant furnish to the City reasonable documentation of such expenses. Such expenses shall not include mileage, parking, optional travel, faxes, internal printing and copying or computer time as these are part of the normal cost of doing business. All reimbursement for travel-related expenses will be in accordance with the City s Travel Policy, provided to Consultant as Appendix B. Total travel expenses relating to services provided are not to exceed a total of $5,150, unless otherwise agreed by the City. C. General Invoicing Guidelines All invoices shall be submitted on the company's letterhead, contain the company s official logo, or contain other unique and identifying information such as name and address of company or individual. Evidence that tasks have been completed shall be attached to invoices. 1. In compliance with the City of Los Angeles requirements under Charter Section 262(a), Consultant agrees to submit invoices that conform to City standards and include, at a minimum the following information: a. Name and address of company or firm b. Name and address of City department being billed c. Date of invoice and period covered d. Reference to contract number e. Description of completed task and amount due for task f. Certification by duly authorized officer g. Remittance address

7 2. Consultant shall present two (2) copies of the monthly invoices with supporting documentation to: City of Los Angeles City Administrative Officer 200 N. Main Street, 15th floor Los Angeles, CA Attn: Ida Rubio Invoicing and supporting documentation shall be prepared at the sole expense and responsibility of the Consultant. The City will not compensate the Consultant for any costs incurred for invoice preparation. City may request in writing, changes to the content and format of the invoice and supporting documentation at any time. City reserves the right to request additional supporting documentation to substantiate costs at anytime Payments to Consultant may be withheld by City, if Consultant fails to comply with the provisions of this Agreement. SECTION IV. TERM OF AGREEMENT A, Contract Period This Agreement shall be effective on xxx, 2016 (the Beginning Date ) Services rendered prior to the execution of this Agreement are hereby ratified The term of the agreement is for one (1) year, which may be extended by mutual agreement of the parties a maximum of two times for an additional year. In no event shall the entire term of the agreement exceed three (3) years. Extensions that require an additional appropriation of funding and/or authorize work on Phases Two or Three will be subject to Mayor and/or Council approval. City obligations under this contract are contingent upon the availability of funding to proceed with each phase, along with subsequent approval and authority by the City Council and Mayor. Either party may terminate this Agreement if the City is unable, after using its best efforts, to obtain funding for this Agreement. The City shall have no liability to any subcontractor(s) for payment for service under this Agreement or other work performed for the Contractor and any subcontract entered into by the Contractor pursuant to the conduct of service under this Agreement. It shall be duly noted that the responsibility for the payment for technical services or any other work performed shall be the sole responsibility of the Contractor.

8 SECTION V. TERMINATION A, Any party may terminate this Agreement, with respect to its participation, with cause and shall be effective upon 30-day written notice to the other party at the address stated in this Agreement. In the event of termination, compensation for fees or expenses will be paid by the City only for services provided and deliverables completed as of the date of termination. SECTION VI. ASSIGNMENT OR SUBCONTRACTING A. The Agreement may only be assigned duties subcontracted by the Financial Advisor to subcontractor, Public Resources Advisory Group and Nossaman LLP, consistent with the scope of work in the proposal. No other assignment may be made without prior written approval of the City. SECTION VII. COUNTERPARTS A. This Agreement may be signed in several counterparts, each of which shall be regarded as an original and all of which together shall constitute one and the same document. SECTION VIII. STANDARD PROVISIONS FOR CITY CONTRACTS a. The City s Standard Provisions for City Contracts, attached hereto as Appendix C, are hereby incorporated by reference into this Agreement IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers and representatives. CITY OF LOS ANGELES By: Miguel A. Santana, City Administrative Officer Date:

9 ATTEST: HOLLY L. WOLCOTT, CITY CLERK By: Deputy City Clerk Date: APPROVED AS TO FORM: MICHAEL N. FEUER, CITY ATTORNEY By: Assistant City Attorney Date: ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC By: Tom, Rousakis, Senior Managing Director City Business License No Date FEIN Council File No. xx-xxxx

10 APPENDIX A HOURLY RATES Classification Hourly Rate Calendar Year 2015 Sr. Managing Director (EYIA) $550 Executive Director (EYIA) $480 Sr. Vice President (EYIA) $460 Vice President (EYIA) $395 Senior Associate (EYIA) $310 Analyst (EYIA) $195 Sr. Managing Director (PRAG) $350 Nossaman (All classifications) $550 *Rates will adjust for EYIA staff on July 1st of each year at 3% annually or CPI, whichever is greater.

11 APPENDIX B CITY TRAVEL POLICY

12 APPENDIX C STANDARD PROVISIONS FOR CITY CONTRACTS