RECITALS. Whereas, the Parties entered into that certain Funding Agreement as of December 6, 2007 (the Existing Agreement ).

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FIRST AMENDMENT TO THE FUNDING AGREEMENT BY AND AMONG THE GATEWAY CITIES COUNCIL OF GOVERNMENTS, I-5 CONSORTIUM CITIES JOINT POWERS AUTHORITY, LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, PORT OF LONG BEACH, PORT OF LOS ANGELES, AND THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE I-710 ENVIRONMENTAL IMPACT REPORT/ENVIRONMENTAL IMPACT STATEMENTAND ENGINEERING PROJECT REPORT FOR THE I- 710 FROM OCEAN BOULEVARD TO SR-60 This First Amendment ( Amendment ) to the Funding Agreement ( FA ) is entered into as of the date the last party executes this Amendment by and among the Gateway Cities Council of Governments, I-5 Consortium Cities Joint Powers Authority, Los Angeles County Metropolitan Transportation Authority, the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners, commonly known as the Port of Long Beach, the City of Los Angeles, a municipal corporation, acting by and through its Board of Harbor Commissioners, commonly known as the Port of Los Angeles, and the State of California Department of Transportation, hereinafter referred to collectively either as the Parties or Funding Parties. RECITALS Whereas, the Parties entered into that certain Funding Agreement as of December 6, 2007 (the Existing Agreement ). Whereas, the I-710 Governance Structure depicted in Attachment A to the Existing Agreement has changed and the Parties desire to amend the Existing Agreement with an updated attachment. NOW, THEREFORE, the Parties agree as follows: 1. Attachment A to the Existing Agreement (I-710 Project Governance Structure), shall be deleted in its entirety and replaced with Attachment A1 attached to this Amendment, which reflects changes to the I-710 Governance Structure. Attachment A1 will add Los Angeles Department Water and Power, Southern California Edison, and the South Bay Council of Governments as non-voting ex-officio members of the Project Committee. 2. Except as expressly amended hereby, the Existing Agreement remains in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives. GATEWAY CITIES COUNCIL OF GOVERNMENTS Richard R. Powers, Executive Director Approved as to form: Richard D. Jones, General Counsel for GCCOG

I-5 CONSORTIUM CITIES JOINT POWERS AUTHORITY Michael Mendez, Chairman Approved as to form: Steve Dorsey, General Counsel for I-5 JPA

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY Art Leahy, Chief Executive Director Approved as to form: Robert E. Kalunian Acting County Counsel Deputy County Counsel

CITY OF LONG BEACH, by its Board of Harbor Commissioners Richard D. Steinke, Executive Director Approved as to form: Robert E. Shannon, City Attorney

FIRST AMENDMENT TO THE FUNDING AGREEMENT BY AND AMONG THE GATEWAY CITIES COUNCIL OF GOVERNMENTS, I-5 CONSORTIUM CITIES JOINT POWERS AUTHORITY, LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, PORT OF LONG BEACH, PORT OF LOS ANGELES, AND THE STATE OF CALIFORNIA DEPARTMENTOF TRANSPORTATION FOR THE I-710 ENVIRONMENTAL IMPACT REPORT/ENVIRONMENTAL IMPACT STATEMENT AND ENGINEERING PROJECT REPORT FOR THE I-710 FROM OCEAN BOULEVARD TO SR-60 HARBOR DEPARTMENT AGREEMENT NO. 2584 THE CITY OF LOS ANGELES, by its Board of Harbor Commissioners d: By GERALDINE KNATZ, Executive Director Attest ROSE M. DWORSHAK, Board Secretary APPROVED AS TO FORM, 2009 ROCKARD J. DELGADILLO, City Attorney By RICHARD M. WIRSING, Deputy Account# 54260 W.O. # Ctr/Div# 330 Job Fac.# Proj/Prog# 651 Budget FY: TOTAL For Acct/Budget Div. Use Only Verified by: Verified Funds Available: Amount: Approved:

STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION ( STATE ) WILL KEMPTON Director By: Douglas R. Failing District Director Approved as to Form and Procedure: By: Attorney Department of Transportation Certified as to Funds: By: District Budget Manager Certified as to Financial Terms and Conditions: By: Accounting Administrator

Attachment A1 I-710 Project Governance Structure Metro Board I-710 Executive Committee Metro GCCOG Caltrans SCAG Los Angeles County I-710 EIR/EIS Project Committee Co-Chairs Port of Long Beach Port of Los Angeles Community Input and Public Participation I-710 EIR/EIS Project Committee Bell Bell Gardens Carson Commerce Compton Cudahy Downey Huntington Park Long Beach Lynwood Maywood Paramount Signal Hill South Gate Vernon County of Los Angeles Metro Caltrans SCAG Port of Long Beach Port of Los Angeles SGVCOG I-5 JPA Southern California Edison Ex-Officio Member Los Angeles Department of Water and Power- Ex-Officio Member South Bay Cities Council of Governments Ex-Officio Member Goods Movement Strategy Advisory Group (A resource group on call for advice & assistance on legislative, regulatory and other specialized issues) Technical Advisory Committee (TAC)