TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles West Basin Road Rail Access Improvements

Transcription

1 TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles West Basin Road Rail Access Improvements 1. PARTIES AND DATE 1.1 This Project Baseline Agreement (Agreement) for the West Basin Road Rail Access Improvements, effective on July 1, 2008, is made by and between the California Transportation Commission (Commission), the California Department of Transportation (Caltrans), and the City of Los Angeles ( City ), acting through its Board of Harbor Commissioners (Project Sponsor), sometimes collectively referred to as the Parties. 2. RECITAL 2.1 Whereas at its April 10, 2008 Meeting the California Transportation Commission programmed the Trade Corridors Improvement Fund and included in this program of projects the West Basin Road Rail Access Improvements, the parties are entering into this Project Baseline Agreement to document the project cost, schedule, scope and benefits, as detailed on the Project Programming Request Form attached hereto as Exhibit A, the West Basin Road Rail Access Improvements Project Study Report attached hereto as Exhibit B, and the Project Benefits Form attached hereto as Exhibit C, as the baseline for project monitoring by the California Transportation Commission and its Project Delivery Council. The undersigned Project Sponsor certifies that the funding sources cited are committed and expected to be available; the estimated costs represent full project funding; and the scope and description of benefits is the best estimate possible. 3. GENERAL PROVISIONS The Project Sponsor and Caltrans agree to abide by the following provisions: 3.1 To meet the requirements of Government Code Section (c)(1), as added by Proposition 1B, and of Government Code Section , as enacted through implementing legislation in 2007 (Senate Bill 88 and Assembly Bill 193). 3.2 To adhere to the provisions of the California Transportation Commission Resolution TCIF-P , Adoption of Program of Projects for the Trade Corridors Improvement Fund (TCIF), dated April 10, To adhere to the California Transportation Commission s Trade Corridors Improvement Fund Guidelines. 3.4 To adhere to the California Transportation Commission s Accountability Implementation Plan and policies, and program and baseline amendment processes.

2 3.5 The Sponsoring Agency agrees to secure funds for any additional costs of the project. Any change to the funding commitments outlined in this agreement requires an amendment. 3.6 To report to the California Transportation Commission on a quarterly basis on the progress made toward the implementation of the project, including scope, cost, and schedule. 3.7 To report to the California Transportation Commission on the progress, on a quarterly basis, and outcomes, at the end of the environmental phase, of the environmental process with regard to air quality impacts due to emissions from diesel or other particulates and related mitigation strategies. Whereas the Bond Act mandates that the Commission shall allocate TCIF for trade infrastructure improvements in a manner that places emphasis on projects that improve trade corridor mobility while reducing emissions of diesel particulate and other pollutant emissions, the Department of Transportation, the Sponsoring Agency, and the Corridor Coalition understand and agree that the California Transportation Commission will only allocate TCIF to projects that can demonstrate compliance with applicable environmental requirements. If environmental clearance is conditioned to the implementation of mitigation measures, the sponsoring agency must commit, in writing, to the implementation of those mitigation measures. 3.8 To maintain and make available to the California Transportation Commission and/or its designated representative, all work related documents, including engineering and financial data, during the course of the project and retain those records for four years from the date of the final closeout of the project. Financial records will be maintained in accordance with Generally Accepted Accounting Principles. 3.9 The California Transportation Commission and/or its designated representative, has the right to audit the project records, including technical and financial data, of the Department of Transportation, the Sponsoring Agency, and any subconsultants at any time during the course of the project and for four years from the date of the final closeout of the project. Audits with be conducted in accordance with Generally Accepted Government Auditing Standards. 4. SPECIFIC PROVISIONS AND CONDITIONS 4.1 Project Schedule and Cost See Project Programming Request Form, attached as Exhibit A. 4.2 Project Scope See Project Study Report/Project Study Report Equivalent, attached as Exhibit B. 4.3 Project Benefits See Project Benefits Form, attached as Exhibit C. 4.4 Other Project Specific Provisions and Conditions Page 2 of 4

3 4.4.1 This Project Baseline Agreement is subject to the provisions of the Los Angeles City Charter which, among other things, precludes the City from making any expenditure of funds or incurring any liability, including contractual commitments, in excess of the amount currently appropriated. Nothing in this Project Baseline Agreement shall be interpreted to conflict with such requirements. However, the Board of Harbor Commissioners, in approving this Project Baseline Agreement and previously approving the Infrastructure Cargo Fee, has expressed its intended commitment to the specific projects covered by this Project Baseline Agreement, subject to Section herein, and the identified sources of funds and expects such funds to be available and to appropriate such funds in the fiscal years they are to be expended The approval of any project by the Board of Harbor Commissioners is subject to the requirements of the California Environmental Quality Act (CEQA) where applicable If the TCIF funds indicated in the attached schedules are not received in the identified amount and time, the City may amend such schedules to take into account delays caused by the lack of TCIF funding. Despite such amendments and delays, the projects shall remain eligible for future allocations of TCIF funds. Page 3 of 4

4 SIGNATURE PAGE TO TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles West Basin Road Rail Access Improvements Geraldine Knatz, Ph.D. Date Executive Director The City of Los Angeles, acting through its Board of Harbor Commissioners Will Kempton Date Director California Department of Transportation John F. Barna, Jr. Date Executive Director California Transportation Commission Page 4 of 4

5 WEST BASIN ROAD RAIL ACCESS IMPROVEMENTS PROJECT PROGRAMMING REQUEST FORM EXHIBIT A

6 New Project Caltrans District Project Programming Request (Project Information) Amendment (Existing Project) General Instructions Date: 05/23/08 EA PPNO MPO ID TCRP No. County Route/Corridor Project Sponsor/Lead Agency LA Port of Los Angeles MPO SCAG Project Title Ports Rail System - Tier I (West Basin Rail Access Improvements / Berth 200 Rail Yard) Element RAIL PM Bk PM Ahd Project Mgr/Contact Phone Address N/A N/A Ron Groves (310) rgroves@portla.org Location, Project Limits, Description, Scope of Work, Legislative Description The project is planned to improve rail operations with staging and storage tracks and improve access to West Basin rail yards. These access improvements are located south of Harry Bridges Boulevard between Figueroa Street to the west and Henry Ford Avenue to the east. The project enhances access to TraPac On-dock Rail Yard at Berth , and West Basin ICTF at Berth Component Implementing Agency AB 3090 Letter of No Prejudice PA&ED POLA PS&E POLA Right of Way POLA Construction POLA Legislative Districts Assembly: 54 Senate: 27 Congressional: 46 Purpose and Need The improvements will allow better utilization of the West Basin terminals, support rail yards throughout the ports and the separate grade separation projects will improve safety. Rail operations at the West Basin terminals will be improved with remote support track and dual leads to both on-dock rail yards. Container terminal operation is improved with removal of two at-grade blockages of truck gates. Safety is improved since there are reduced conflicts between trains and trucks Project Benefits This project improves rail operations and safety throughout the west basin area. New staging and support tracks increase rail capacity, which can reduce potential truck traffic. This project allows for future expansion of West Basin terminals Project Milestone Date Project Study Report Approved N/A Begin Environmental (PA&ED) Phase July, 2005 Circulate Draft Environmental Document Document Type EIR/EIS Jan, 2007 Draft Project Report N/A End Environmental Phase (PA&ED Milestone) March, 2008 Begin Design (PS&E) Phase End Design Phase (Ready to List for Advertisement Milestone) Begin Right of Way Phase End Right of Way Phase (Right of Way Certification Milestone) Begin Construction Phase (Contract Award Milestone) End Construction Phase (Construction Contract Acceptance Milestone) Begin Closeout Phase End Closeout Phase (Closeout Report) April, 2008 Sept, 2009 N/A N/A April, 2010 March, 2012 April, 2012 March, 2013 Form Version Date: 10/1/07

7 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/23/08 County CT District PPNO TCRP Project No. EA LA Ports Rail System - Tier I (West Basin Rail Access Improvements / Berth 200 Rail Yard) Existing Total Project Cost Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Total Project Cost E&P (PA&ED) PS&E 812 3, ,141 R/W SUP (CT) CON SUP (CT) R/W CON 0 0 2,201 60,121 56,793 1, ,193 TOTAL 818 3,378 3,152 60,121 56,793 1, ,340 Implementing Agency Fund No. 1: Program Code Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total Funding Agency E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding Notes E&P (PA&ED) 0 TCIF Funds PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 23,050 28,180 51,230 TOTAL ,050 28, ,230 Fund No. 2: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) 0 POLA Infrastructure Cargo PS&E 1, ,640 Fees R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 2,201 37,071 28,613 1,078 68,963 TOTAL 0 1,689 3,152 37,071 28,613 1, ,603 Form Version Date: 10/1/07 1 of 2

8 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/23/08 County CT District PPNO TCRP Project No. EA LA Ports Rail System - Tier I (West Basin Rail Access Improvements / Berth 200 Rail Yard) Fund No. 3: Program Code Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total Funding Agency E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding Notes E&P (PA&ED) 6 6 POLA General Funds PS&E 812 1,689 2,501 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL 818 1, ,507 Fund No. 4: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding E&P (PA&ED) 0 PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL Program Code Funding Agency Notes Fund No. 5: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding E&P (PA&ED) 0 PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL Program Code Funding Agency Notes Form Version Date: 10/1/07 2 of 2

9 WEST BASIN ROAD RAIL ACCESS IMPROVEMENTS PROJECT STUDY REPORT/ PROJECT STUDY REPORT EQUIVALENT EXHIBIT B

10 WEST BASIN ROAD RAIL ACCESS IMPROVEMENTS PROJECT BENEFITS FORM EXHIBIT C

11 Ports Rail System: West Basin Road-Rail Access DESCRIPTION: Rail staging/storage tracks to improve use/operations of adjacent on-dock railyards. ELIGIBITY: Included in CALMITSAC, GMAP MCGMAP, SCAG RTP; has 59% match. DELIVERABILITY: Can begin construction April ECONOMIC/JOBS GROWTH: One-time benefit of $ million in economic output; 2,343 FTE one-year jobs; $96.53 million wages; $8.06 million state taxes; $1.5 million local taxes. Regional improvements will sustain 318,000 new trade-related jobs; $1 billion (2007 dollars) in annual state revenues by AIR QUALITY: Will reduce local & regional emissions (see below). TCIF Award: Total Project Cost: $51.23 million $ million Freight System Factors Throughput Velocity Reliability 35%-40% of all U.S. containers thru POLB/POLA; POLB/POLA handled 15.7 m TEUs in 2007, 36 m TEUs by 2020; the project shifts 213,000 TEU from off-dock to on-dock railyards, thereby reducing approximately 1,150 truck trips and 23,000 truck-miles travelled per day on the I-710 freeway. This reduction also improves operating conditions on a 20 miles section of the I-710. Increases velocity of containers by shifting loading from off-dock to on-dock railyards, eliminating drayage of containers on severely congested highways. Also see Throughput. See Throughput and Velocity. Safety Reduces the potential for accidents by reducing truck trips on severely congested highways. Transportation System Factors Congestion Reduction The Ports Rail System as whole reduces daily truck miles traveled by about 64,500 and daily truck hours of travel by about 2,300. The West Basin road/rail project reduces 1,150 truck trips and 23,000 truck-miles travelled per day on the I-710 freeway. This reduction also improves operating conditions on a 20 miles section of the I-710. Bottleneck Relief See Throughput/Velocity/Reliability and Congestion Reduction/Mitigation. Multi-Modal Strategy Interregional Benefits The Ports Rail Enhancement Program would facilitate efficient movement of trains and increase the ondock capacity; thereby reducing truck trips. Approximately 77 percent of the container-based goods handled by the San Pedro Bay ports are consumed outside the Southern California region. Community Impacts Air Quality Comm. Impact Mitigation Economic/Jobs Growth The Ports Rail System as whole reduces $3,140 tons per year (projected under Year 2030 conditions) of a combined PM, ROG, and Sox, NOx, and CO. The West Basin project will also reduce these same criteria pollutants by a substantial amount. The projects will increase the amount of containers being moved by rail, rather than truck, which will reduce delay and emissions. The EIR for this project has already been certified, with specified mitigation measures. Additionally, the Port recently entered into an MOU with numerous community/environmental organizations (including the NRDC) to establish a Port Community Mitigation Trust Fund to be operated by a non-profit entity. The non-profit will be established to address off-port impacts created by existing and future port operations in the community of Wilmington and San Pedro, including but not limited to off-port impacts from the TraPac project in Wilmington and San Pedro. See above. 425 South Palos Verdes Street, San Pedro, CA Telephone: (310) Website:

12 PORT OF LOS ANGELES BOARD ACTIONS EXHIBIT D

13 ORDINANCE NO. An Ordinance approving Order No of the Board oi~arbor Commissioners of the City of Los Angeles, amending the Port of Los Angeles Tariff IVo. 4. THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS: Section 1. That Order No. 6950, passed and adopted by the Board of Harbor Commissioners of the City of Los Angeles on the /#& day of, 2008, amending Port of Los Angeles Tariff No. 4, be and the same is herebflatified, con@$ed, V approved, which Order is in words and figures as follows, to wit: "ORDER NO An Order of the Board of Harbor Commissioners of the City of Los Angeles amending the Port of Los Angeles Tariff No. 4. and \ FINDINGS 1. On July 12, 1989, the Board of Harbor Commissioners of the City of Los Angeles adopted Order No. 5837, which Order was approved by the City Council of the City of Los Angeles by Ordinance No , adopted on April 10, Said Order and Ordinance designated Port of Los Angeles Tariff No. 4, which sets forth rates at which, and terms under which, the Port of Los Angeles, California is willing to provide marine terminal services. Tariff No. 4 has been amended from time to time since The current version of Tariff No. 4 is made available to the public on the Port of Los Angeles website at 2. The Board now wishes to further amend Port of Los Angeles Tariff No. 4 by establishment of Section 21, Items 2100 through , relating to the Infrastructure Fee. 3. The San Pedro Bay Ports Clean Air Action Plan (CAAP) was adopted by the Boards of Harbor Commissioners of Long Beach and Los Angeles on November 20, The Ports of Los Angeles and Long Beach are located side-by-side in San Pedro Bay. In the CAAP, the two ports recognized that their ability to accommodate projected growth in international trade will depend on their ability to address adverse environmental impacts, and in particular, air quality impacts, that result from such trade. The CAAP was designed, in collaboration with the Federal Environmental Protection Agency (U.S. EPA), the California Air Resources Board (CARB) and the South Coast Air Quality

14 Management District (SCAQNID), "to develop mitigation measures and incentive programs necessary to reduce air emissions and health risks while allowing port development to continue." CAAP, p. 2. This fee will support infrastructure projects that 'will reduce air emissions and health risks and facilitate harbor commerce and navigation. 4. As part of the overall implementation of the CAAP, the Los Angeles Harbor Department ("Port' of Los Angeles" or "Port"), in conjunction with the Port of Long Beach, has considered numerous proposals to address air pollution from a variety of sources operating within the Harbor District of the City of Los Angeles. This process has included public meetings, contacts with private and governmental parties at the local, state and federal level, and review of written submissions and suggestions. This Ordinance reflects close consideration of all of these views. The Port holds legal title to and manages the lands on which it is located as a trustee for the,benefit of the People of California. The Port manages the land and tidal water resources associated with the trust under the Los Angeles Tidelands Trust (California Constitution Article X; California Public Resources Code Sec. 6306; Los Angeles City Charter, Article VI, and Chapter 676, Statutes of 191 1, as amended) and the California Coastal Act (California Public Resources Code Div. 20, Sec et. seq.), which identify the lands, waters and facilities as a primary economic and coastal resource of the State of California and an essential element of the national maritime industry for promotion of commerce, navigation, fisheries and harbor operations. As trustee, the Port also has a duty to mitigate the environmental impacts of activities on Port property and to preserve the ecology, including the water, land and surrounding air. 6. The Port is one of the largest providers of marine terminal facilities in the United States. The Port is proprietor of facilities that handle over 20% of the nation's containerized goods: cargo valued at more than $1 00 billion per annum. Together with the Port of Long Beach, the San Pedro Bay ports handle over 40% of the nation's containerized goods worth more than $200 billion per annum. Failure to take prompt, reasonable, and effective measures to reduce harmful air emissions generated by Port-related activities will prevent the efficient expansion and development of port facilities necessary to meet the increasing demands of the nation's international maritime commerce. 7. Tens of thousands of individuals work in Port-related jobs, as employees of the Port and employees of businesses involved in moving, handling and shipping maritime cargo, I spending many hours every day on the roads and rail lines in the port vicinity. As an employer and as a landlord, the Port has an interest in adopting reasonable measures to assure an efficient, safe and healthy workplace. 8. The Port is in competition with other West Coast, North American and global ports for international maritime commerce business. Just as business customers and users of the Port's facilities who are leaders in corporate social responsibility and sustainable practices seek modern, environmentally-friendly and sustainable port services, the Port has an interest in adopting reasonable measures to upgrade the infrastructure and to reduce harmful air emissions from Port-related goods movement operations.

15 9. As neighbor to millions of Californians, the Port has an interest in adopting reasonable measures to assure that Port operations do not injure the health and property of nearby residents. In addition, because the Port requires the support of residents in nearby communities for needed improvements in Port infrastructure, failure to significantly reduce the health and traffic impacts of Port operations on these communities will impede the Port's ability to handle increased volumes of goods in future. 10. Studies by SCAQMD and CARB have concluded that the more than two million people who live near the Ports of Los Angeles and Long Beach face greater health risks than those who live elsewhere in the region. Implementation of infrastructure projects, in conjunction with the other components of the CAAP, would contribute to the reduction in premature deaths and health costs in the region. 11. The South Coast Air Basin has the highest concentrations of atmospheric ozone and certain criteria pollutants in the entire United States. In the CAAP, the Ports of Los Angeles and Long Beach have committed to reduce pollutant emissions to the levels that will assure that port-related sources make their fair share of regional emission reductions to enable the South Coast Air Basin to attain state and federal ambient air quality standards. CAAP, p If the South Coast Air Basin fails to comply with ambient air quality standards by federal Clean Air Act deadlines, the Port and other regional entities may be unable to obtain federal funding for future growth. If the Basin remains out of compliance beyond these deadlines, billions of dollars of federal funding for regional infrastructure improvements could be lost under federal conformity policies. 13. Independently, the failure of the Port to adequately address air pollution impacts and infrastructure capacity would threaten future Port growth both because of legal constraints under the California Environmental Quality Act (CEQA) and the National Environmental Policy Act and the opposition of surrounding residents and communities to further expansion without an actual improvement in environmental conditions surrounding the ports. For example, CEQA requires implementation of all feasible mitigation measures before any project with significant environmental impacts is approved. 14. Although the Port has unique trust responsibilities, the Port is not unique among large property owners or employers in recognizing the benefits of reducing pollution from its facilities, in enhancing the local infrastructure and the environment, promoting employment and living as good neighbors with its surrounding communities. Reasonable environmental measures are simply good business practices. 15. Improved highway and rail infrastructure in the vicinity of the ports of San Pedro Bay will have two fundamental benefits. First, improved infrastructure will reduce emissions from existing volumes of trade by reducing congestion, increasing vehicle speeds and allowing more cargo to move directly from the ports by rail. Second, in combination with the CAAP, improved infrastructure will allow trade volumes to grow while reducing the overall environmental impact of trade through the ports. Beneficiaries include port

16 workers, importers, exporters, railroads, truckers, terminal operators, ocean carriers, the ports, and the general public. 16. One of the key CAAP measures is the increased use of on-dock rail. Every additional train entering or leaving the ports eliminates hundreds of truck trips. Measured by tonmile, movement of cargo by rail produces much less pollution than movement of that cargo by truck. In addition, the ports worked jointly to build the Alameda Corridor, which allows cargo to move efficiently by rail between the ports and major regional railyards. To make optimum use of the Alameda Corridor, the rail infrastructure in the vicinity of the ports must be improved. At-grade crossings of road and rail can result in unnecessary congestion, delays and pollution. By building overpasses and underpasses, these impacts can be eliminated. 17. The ports have explored all available federal, state and local sources of funding for infrastructure projects. Although such funds are available and the ports have been successful in obtaining funding from all these sources for these infrastructure projects, these funds are insufficient. Federal and state sources typically require local matching funds and "public-private partnerships." This necessitates the ICF to supplement other sources of funds and to serve as the local match for these funds. 18. The ports have also conducted a detailed assessment of tolls as a means of funding the infrastructure projects. Tolls would result in substantial diversion of traffic from State Highways to local roadways, including residential streets. This would result in substantial additional impacts, including health impacts, noise and congestion. For these reasons tolls are not considered a viable option for funding these projects. 19. The ICF will be used for only a specifically identified group of infrastructure projects. These projects are recommended in the State of California Business Transportation & Housing AgencyJCalEPA Goods Movement Action Plan and most of these projects are congressionally designated "Projects of National & Regional Significance" and "High- Priority Projects." 20. Although the infrastructure projects will reduce the environmental impacts of trade, the projects themselves may have environmental impacts, including construction impacts. Each of the projects will be subjected to public environmental scrutiny under the California Environmental Quality Act, and in most cases the National Environmental Policy Act, and appropriate environmental mitigation measures will be required. 21. Port-related traffic is expected to dominate the use of the infrastructure projects. This is due to their proximity to the ports, the significant volume of road and rail traffic resulting from port operations and the fact that heavy duty trucks have a greater impact on pavement wear and capacity than passenger cars. ow ever, all of the port-area highway projects are on State Highways, which also serve a significant volume of non-port traffic. The ICF will ensure that cargo interests pay their fair share, but no more than their fair share, of the costs of the infrastructure projects.

17 22. The fee is imposed on loaded containers because it is the view of the Board that the ultimate consumers of the cargo should absorb the true cost of transporting that cargo without imposing health costs and other externalities on communities surrounding trade corridors. 23. The fee is imposed on loaded containers only because empty container moves are ancillary to loaded container moves: repositioning containers for the next load. In addition, it is extremely difficult to attribute empty container moves to cargo owners and consumers, the ultimate beneficiaries of cargo movement. The fee will thus be collected against the cargo in an amount appropriate for the primary move and all related use of the infrastructure projects. 24. The amount of the ICF was determined, and may from time to time be adjusted, using a spreadsheet model described in the Methodology for Estimating Infrastructure Cargo Fee dated January 4,2008, attached as Exhibit "A" and incorporated by this reference. The model first estimates costs by year for each of the infrastructure projects to be partially funded by the ICF. The model then uses forecasts of container cargo volumes in those years. The model takes account of all potential sources of funding for the infrastructure projects and ensures that the ICF pays no more than its fair share of the project costs. The model is designed to ensure that the ICF is tailored to the cash flow needs of the infrastructure projects - increasing as additional projects are approved and incur construction costs, decreasing as projects are completed, and terminating once the ICF share of the projects is fully paid. NOW, THEREFORE, THE BOARD OF HARBOR COMMISSIOhTERS OF THE CITY OF LOS ANGELES DOES HEREBY ORDER AS FOLLOWS: Section 1. The Board of Harbor Commissioners of the City of Los Angeles hereby adopts the findings set forth above. Section 2. The Port of Los Angeles Tariff No. 4, adopted July 12, 1989, by Order No. 5837, and Ordinance No. 165,789, adopted April 10, 1990, as amended, is fufther amended as follows:

18 TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles South Wilmington Grade Separation 1. PARTIES AND DATE 1.1 This Project Baseline Agreement (Agreement) for the South Wilmington Grade Separation, effective on July 1, 2008, is made by and between the California Transportation Commission (Commission), the California Department of Transportation (Caltrans), and the City of Los Angeles ( City ), acting through its Board of Harbor Commissioners (Project Sponsor), sometimes collectively referred to as the Parties. 2. RECITAL 2.1 Whereas at its April 10, 2008 Meeting the California Transportation Commission programmed the Trade Corridors Improvement Fund and included in this program of projects the South Wilmington Grade Separation, the parties are entering into this Project Baseline Agreement to document the project cost, schedule, scope and benefits, as detailed on the Project Programming Request Form attached hereto as Exhibit A, the South Wilmington Grade Separation Project Study Report attached hereto as Exhibit B, and the Project Benefits Form attached hereto as Exhibit C, as the baseline for project monitoring by the California Transportation Commission and its Project Delivery Council. The undersigned Project Sponsor certifies that the funding sources cited are committed and expected to be available; the estimated costs represent full project funding; and the scope and description of benefits is the best estimate possible. 3. GENERAL PROVISIONS The Project Sponsor and Caltrans agree to abide by the following provisions: 3.1 To meet the requirements of Government Code Section (c)(1), as added by Proposition 1B, and of Government Code Section , as enacted through implementing legislation in 2007 (Senate Bill 88 and Assembly Bill 193). 3.2 To adhere to the provisions of the California Transportation Commission Resolution TCIF-P , Adoption of Program of Projects for the Trade Corridors Improvement Fund (TCIF), dated April 10, To adhere to the California Transportation Commission s Trade Corridors Improvement Fund Guidelines. 3.4 To adhere to the California Transportation Commission s Accountability Implementation Plan and policies, and program and baseline amendment processes. 3.5 The Sponsoring Agency agrees to secure funds for any additional costs of the project. Any change to the funding commitments outlined in this agreement requires an amendment.

19 3.6 To report to the California Transportation Commission on a quarterly basis on the progress made toward the implementation of the project, including scope, cost, and schedule. 3.7 To report to the California Transportation Commission on the progress, on a quarterly basis, and outcomes, at the end of the environmental phase, of the environmental process with regard to air quality impacts due to emissions from diesel or other particulates and related mitigation strategies. Whereas the Bond Act mandates that the Commission shall allocate TCIF for trade infrastructure improvements in a manner that places emphasis on projects that improve trade corridor mobility while reducing emissions of diesel particulate and other pollutant emissions, the Department of Transportation, the Sponsoring Agency, and the Corridor Coalition understand and agree that the California Transportation Commission will only allocate TCIF to projects that can demonstrate compliance with applicable environmental requirements. If environmental clearance is conditioned to the implementation of mitigation measures, the sponsoring agency must commit, in writing, to the implementation of those mitigation measures. 3.8 To maintain and make available to the California Transportation Commission and/or its designated representative, all work related documents, including engineering and financial data, during the course of the project and retain those records for four years from the date of the final closeout of the project. Financial records will be maintained in accordance with Generally Accepted Accounting Principles. 3.9 The California Transportation Commission and/or its designated representative, has the right to audit the project records, including technical and financial data, of the Department of Transportation, the Sponsoring Agency, and any subconsultants at any time during the course of the project and for four years from the date of the final closeout of the project. Audits with be conducted in accordance with Generally Accepted Government Auditing Standards. 4. SPECIFIC PROVISIONS AND CONDITIONS 4.1 Project Schedule and Cost See Project Programming Request Form, attached as Exhibit A. 4.2 Project Scope See Project Study Report/Project Study Report Equivalent, attached as Exhibit B. 4.3 Project Benefits See Project Benefits Form, attached as Exhibit C. 4.4 Other Project Specific Provisions and Conditions This Project Baseline Agreement is subject to the provisions of the Los Angeles City Charter which, among other things, precludes the City from making any expenditure of funds or incurring any liability, including contractual commitments, in excess of the amount currently appropriated. Page 2 of 4

20 Nothing in this Project Baseline Agreement shall be interpreted to conflict with such requirements. However, the Board of Harbor Commissioners, in approving this Project Baseline Agreement and previously approving the Infrastructure Cargo Fee, has expressed its intended commitment to the specific projects covered by this Project Baseline Agreement, subject to Section herein, and the identified sources of funds and expects such funds to be available and to appropriate such funds in the fiscal years they are to be expended The approval of any project by the Board of Harbor Commissioners is subject to the requirements of the California Environmental Quality Act (CEQA) where applicable If the TCIF funds indicated in the attached schedules are not received in the identified amount and time, the City may amend such schedules to take into account delays caused by the lack of TCIF funding. Despite such amendments and delays, the projects shall remain eligible for future allocations of TCIF funds. Page 3 of 4

21 SIGNATURE PAGE TO TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles South Wilmington Grade Separation Geraldine Knatz, Ph.D. Date Executive Director The City of Los Angeles, acting through its Board of Harbor Commissioners Will Kempton Date Director California Department of Transportation John F. Barna, Jr. Date Executive Director California Transportation Commission Page 4 of 4

22 SOUTH WILMINGTON GRADE SEPARATION PROJECT PROGRAMMING REQUEST FORM EXHIBIT A

23 New Project Caltrans District Project Programming Request (Project Information) Amendment (Existing Project) General Instructions Date: 05/28/08 EA PPNO MPO ID TCRP No. County Route/Corridor Project Sponsor/Lead Agency LA Port of Los Angeles Project Title South Wilmington Grade Separation PM Bk PM Ahd Project Mgr/Contact Phone Address Guillermo Martinez Location, Project Limits, Description, Scope of Work, Legislative Description Project is located in South Wilmington, between Fries Avenue and Marine Avenue and between Harry Bridges and Pier A Street. The project will construct a grade separation to separate vehicle/truck traffic from active rail line and provide direct access to port terminals, a community center and other business. Component Implementing Agency AB 3090 Letter of No Prejudice PA&ED Port of Los Angeles PS&E Port of Los Angeles Right of Way Port of Los Angeles Construction Port of Los Angeles Legislative Districts Assembly: 54 & 55 Senate: 25 Congressional: 46 Purpose and Need The project is required to relieve excessive delay, minimize traffic congestion, reduce queues, and improve air quality caused by multiple existing at-grade railroad crossing of the West Basin Rail Line that connects to the Alameda Corridor. When the train is present, it completely blocks access to the South Wilmington. This project will enable unimpeded vehicular access to the entire South Wilmington area as well as enable the maximized usage of an existing and proposed on-dock rail yards thus resulting in fewer truck trips on the region's streets and highways. MPO Element Project Benefits The proposed grade separation project will provide a reducition in potential accidents, elimination of traffic delays, increased pedistrian safety, improved movement of good via truck and rail, and unimpeded access for emergency vehicles to the general area. This project will provide ecomomic benefits and growthe for the fivecounty region surrounding the West Basin. Project Milestone Date Project Study Report Approved 01/22/07 Begin Environmental (PA&ED) Phase 06/01/05 Circulate Draft Environmental Document Document Type N/A N/A Draft Project Report N/A End Environmental Phase (PA&ED Milestone) 04/05/06 Begin Design (PS&E) Phase End Design Phase (Ready to List for Advertisement Milestone) Begin Right of Way Phase End Right of Way Phase (Right of Way Certification Milestone) Begin Construction Phase (Contract Award Milestone) End Construction Phase (Construction Contract Acceptance Milestone) Begin Closeout Phase End Closeout Phase (Closeout Report) 07/01/07 07/01/10 N/A N/A 01/01/11 01/31/13 02/01/13 08/30/13 Form Version Date: 10/1/07

24 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/28/08 County CT District PPNO TCRP Project No. EA LA South Wilmington Grade Separation Existing Total Project Cost Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Total Project Cost E&P (PA&ED) PS&E 2,284 1,000 1, ,284 R/W SUP (CT) CON SUP (CT) ,718 2, ,960 R/W CON ,172 29,472 22, ,816 TOTAL 2,284 1,000 1,000 13,890 31,618 22, ,060 Implementing Agency Fund No. 1: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) 0 Port General Revenue PS&E 2, ,784 Funds R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL 2, ,784 Fund No. 2: Program Code Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total Funding Agency E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding Notes E&P (PA&ED) 0 MTA CFP- (Prop C) PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 2,553 8,243 8,492 19,288 TOTAL ,553 8,243 8, ,288 Form Version Date: 10/1/07 1 of 2

25 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/28/08 County CT District PPNO TCRP Project No. EA LA South Wilmington Grade Separation Fund No. 3: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding E&P (PA&ED) 0 TCIF PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 3,000 7,000 7,000 17,000 TOTAL ,000 7,000 7, ,000 Program Code Funding Agency Notes Fund No. 4: Program Code Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total Funding Agency E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding Notes E&P (PA&ED) 0 Infrastructure Cargo Fee PS&E 500 1,000 1,500 R/W SUP (CT) 0 CON SUP (CT) 1,718 2, ,960 R/W 0 CON 6,619 14,229 6,680 27,528 TOTAL ,000 8,337 16,375 7, ,988 Fund No. 5: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding E&P (PA&ED) 0 PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL Program Code Funding Agency Notes Form Version Date: 10/1/07 2 of 2

26 SOUTH WILMINGTON GRADE SEPARATION PROJECT STUDY REPORT/ PROJECT STUDY REPORT EQUIVALENT EXHIBIT B

27 SOUTH WILMINGTON GRADE SEPARATION PROJECT BENEFITS FORM EXHIBIT C

28 South Wilmington Grade Separation DESCRIPTION: Hwy-rail grade separation of rail line that connects to Alameda Corridor. ELIGIBITY: Included in CalMITSAC, MCGMAP, RTP and GMAP submittal for inclusion; has 77% match. DELIVERABILITY: Can begin construction as early as July ECONOMIC/JOBS GROWTH: One-time benefit of $128M in economic output; 1,000 FTE oneyear jobs; $42M wages; $3.5M state taxes; $0.65M local taxes. Regional improvements will sustain 318,000 new trade-related jobs, and $1B (2007 dollars) in annual state revenues by AIR QUALITY: Will reduce local and regional emissions. TCIF Award: Total Project Cost: $17 million $73.06 million Freight System Factors Throughput Velocity Reliability Provides for better access for trucks to I-110, and trains to Alameda Corridor; 35%-40% of all U.S. containers thru POLB/POLA; I-110, SR 47, and I-710 (via the Gerald Desmond Bridge) carry approximately 30% of all U.S. containers; POLB/POLA handled 15.8 m TEUs in 2006, 36 m TEUs by 2020; truck delay reduced by 80 hrs/day which improves velocity and reliability. Existing and future peak period hour levels of service will improve from an unacceptable F to A (free flow conditions; i.e., no conflict). See Throughput. See Throughput. Safety The potential conflict between trucks/vehicles and trains will be eliminated. Transportation System Factors Congestion Reduction Bottleneck Relief Multi-Modal Strategy Interregional Benefits Existing and future peak period hour levels of service will improve from an unacceptable F to A (free flow conditions; i.e., no conflict). Under Year 2030 condition, total daily vehicular and truck delay will be removed completely by approx. 104 vehicle-hours and 80 truck-hours, respectively. See Throughput/Velocity/Reliability and Congestion Reduction/Mitigation. The amount of cargo that is moved by train and loaded directly from three major container terminals can be dramatically increased; another on-dock rail yard can be constructed; and trucks entering and exiting a major container terminal will have unimpeded access. Provides for better access for trucks to I-110, and trains to Alameda Corridor; 35%-40% of all U.S. containers thru POLB/POLA; I-110, SR 47, and I-710 (via the Gerald Desmond Bridge) carry approximately 30% of all U.S. containers; POLB/POLA handled 15.8 m TEUs in 2006, 36 m TEUs by Community Impacts Air Quality Comm. Impact Mitigation Economic/Jobs Growth The emissions benefit of the project in 2030 is calculated to be 25 tons per year of a combined PM10, ROG, and NOx. This improvement is consistent with the CAAP and has full support of the Mayor s Office, Council Office, Caltrans (District 7), LADOT, and the community at large. Additionally, the Port recently entered into an MOU with numerous community and environmental organizations (including the NRDC) to establish a Port Community Mitigation Trust Fund to be operated by a non-profit entity. The non-profit will be established to address off-port impacts created by existing and future port operations in the community of Wilmington and San Pedro, including but not limited to off-port impacts from the TraPac project in Wilmington and San Pedro. See above. 425 South Palos Verdes Street, San Pedro, CA Telephone: (310) Website:

29 PORT OF LOS ANGELES BOARD ACTIONS EXHIBIT D

30 ORDINANCE NO. An Ordinance approving Order No of the Board oi~arbor Commissioners of the City of Los Angeles, amending the Port of Los Angeles Tariff IVo. 4. THE PEOPLE OF THE CITY OF LOS ANGELES DO ORDAIN AS FOLLOWS: Section 1. That Order No. 6950, passed and adopted by the Board of Harbor Commissioners of the City of Los Angeles on the /#& day of, 2008, amending Port of Los Angeles Tariff No. 4, be and the same is herebflatified, con@$ed, V approved, which Order is in words and figures as follows, to wit: "ORDER NO An Order of the Board of Harbor Commissioners of the City of Los Angeles amending the Port of Los Angeles Tariff No. 4. and \ FINDINGS 1. On July 12, 1989, the Board of Harbor Commissioners of the City of Los Angeles adopted Order No. 5837, which Order was approved by the City Council of the City of Los Angeles by Ordinance No , adopted on April 10, Said Order and Ordinance designated Port of Los Angeles Tariff No. 4, which sets forth rates at which, and terms under which, the Port of Los Angeles, California is willing to provide marine terminal services. Tariff No. 4 has been amended from time to time since The current version of Tariff No. 4 is made available to the public on the Port of Los Angeles website at 2. The Board now wishes to further amend Port of Los Angeles Tariff No. 4 by establishment of Section 21, Items 2100 through , relating to the Infrastructure Fee. 3. The San Pedro Bay Ports Clean Air Action Plan (CAAP) was adopted by the Boards of Harbor Commissioners of Long Beach and Los Angeles on November 20, The Ports of Los Angeles and Long Beach are located side-by-side in San Pedro Bay. In the CAAP, the two ports recognized that their ability to accommodate projected growth in international trade will depend on their ability to address adverse environmental impacts, and in particular, air quality impacts, that result from such trade. The CAAP was designed, in collaboration with the Federal Environmental Protection Agency (U.S. EPA), the California Air Resources Board (CARB) and the South Coast Air Quality

31 Management District (SCAQNID), "to develop mitigation measures and incentive programs necessary to reduce air emissions and health risks while allowing port development to continue." CAAP, p. 2. This fee will support infrastructure projects that 'will reduce air emissions and health risks and facilitate harbor commerce and navigation. 4. As part of the overall implementation of the CAAP, the Los Angeles Harbor Department ("Port' of Los Angeles" or "Port"), in conjunction with the Port of Long Beach, has considered numerous proposals to address air pollution from a variety of sources operating within the Harbor District of the City of Los Angeles. This process has included public meetings, contacts with private and governmental parties at the local, state and federal level, and review of written submissions and suggestions. This Ordinance reflects close consideration of all of these views. The Port holds legal title to and manages the lands on which it is located as a trustee for the,benefit of the People of California. The Port manages the land and tidal water resources associated with the trust under the Los Angeles Tidelands Trust (California Constitution Article X; California Public Resources Code Sec. 6306; Los Angeles City Charter, Article VI, and Chapter 676, Statutes of 191 1, as amended) and the California Coastal Act (California Public Resources Code Div. 20, Sec et. seq.), which identify the lands, waters and facilities as a primary economic and coastal resource of the State of California and an essential element of the national maritime industry for promotion of commerce, navigation, fisheries and harbor operations. As trustee, the Port also has a duty to mitigate the environmental impacts of activities on Port property and to preserve the ecology, including the water, land and surrounding air. 6. The Port is one of the largest providers of marine terminal facilities in the United States. The Port is proprietor of facilities that handle over 20% of the nation's containerized goods: cargo valued at more than $1 00 billion per annum. Together with the Port of Long Beach, the San Pedro Bay ports handle over 40% of the nation's containerized goods worth more than $200 billion per annum. Failure to take prompt, reasonable, and effective measures to reduce harmful air emissions generated by Port-related activities will prevent the efficient expansion and development of port facilities necessary to meet the increasing demands of the nation's international maritime commerce. 7. Tens of thousands of individuals work in Port-related jobs, as employees of the Port and employees of businesses involved in moving, handling and shipping maritime cargo, I spending many hours every day on the roads and rail lines in the port vicinity. As an employer and as a landlord, the Port has an interest in adopting reasonable measures to assure an efficient, safe and healthy workplace. 8. The Port is in competition with other West Coast, North American and global ports for international maritime commerce business. Just as business customers and users of the Port's facilities who are leaders in corporate social responsibility and sustainable practices seek modern, environmentally-friendly and sustainable port services, the Port has an interest in adopting reasonable measures to upgrade the infrastructure and to reduce harmful air emissions from Port-related goods movement operations.

32 9. As neighbor to millions of Californians, the Port has an interest in adopting reasonable measures to assure that Port operations do not injure the health and property of nearby residents. In addition, because the Port requires the support of residents in nearby communities for needed improvements in Port infrastructure, failure to significantly reduce the health and traffic impacts of Port operations on these communities will impede the Port's ability to handle increased volumes of goods in future. 10. Studies by SCAQMD and CARB have concluded that the more than two million people who live near the Ports of Los Angeles and Long Beach face greater health risks than those who live elsewhere in the region. Implementation of infrastructure projects, in conjunction with the other components of the CAAP, would contribute to the reduction in premature deaths and health costs in the region. 11. The South Coast Air Basin has the highest concentrations of atmospheric ozone and certain criteria pollutants in the entire United States. In the CAAP, the Ports of Los Angeles and Long Beach have committed to reduce pollutant emissions to the levels that will assure that port-related sources make their fair share of regional emission reductions to enable the South Coast Air Basin to attain state and federal ambient air quality standards. CAAP, p If the South Coast Air Basin fails to comply with ambient air quality standards by federal Clean Air Act deadlines, the Port and other regional entities may be unable to obtain federal funding for future growth. If the Basin remains out of compliance beyond these deadlines, billions of dollars of federal funding for regional infrastructure improvements could be lost under federal conformity policies. 13. Independently, the failure of the Port to adequately address air pollution impacts and infrastructure capacity would threaten future Port growth both because of legal constraints under the California Environmental Quality Act (CEQA) and the National Environmental Policy Act and the opposition of surrounding residents and communities to further expansion without an actual improvement in environmental conditions surrounding the ports. For example, CEQA requires implementation of all feasible mitigation measures before any project with significant environmental impacts is approved. 14. Although the Port has unique trust responsibilities, the Port is not unique among large property owners or employers in recognizing the benefits of reducing pollution from its facilities, in enhancing the local infrastructure and the environment, promoting employment and living as good neighbors with its surrounding communities. Reasonable environmental measures are simply good business practices. 15. Improved highway and rail infrastructure in the vicinity of the ports of San Pedro Bay will have two fundamental benefits. First, improved infrastructure will reduce emissions from existing volumes of trade by reducing congestion, increasing vehicle speeds and allowing more cargo to move directly from the ports by rail. Second, in combination with the CAAP, improved infrastructure will allow trade volumes to grow while reducing the overall environmental impact of trade through the ports. Beneficiaries include port

33 workers, importers, exporters, railroads, truckers, terminal operators, ocean carriers, the ports, and the general public. 16. One of the key CAAP measures is the increased use of on-dock rail. Every additional train entering or leaving the ports eliminates hundreds of truck trips. Measured by tonmile, movement of cargo by rail produces much less pollution than movement of that cargo by truck. In addition, the ports worked jointly to build the Alameda Corridor, which allows cargo to move efficiently by rail between the ports and major regional railyards. To make optimum use of the Alameda Corridor, the rail infrastructure in the vicinity of the ports must be improved. At-grade crossings of road and rail can result in unnecessary congestion, delays and pollution. By building overpasses and underpasses, these impacts can be eliminated. 17. The ports have explored all available federal, state and local sources of funding for infrastructure projects. Although such funds are available and the ports have been successful in obtaining funding from all these sources for these infrastructure projects, these funds are insufficient. Federal and state sources typically require local matching funds and "public-private partnerships." This necessitates the ICF to supplement other sources of funds and to serve as the local match for these funds. 18. The ports have also conducted a detailed assessment of tolls as a means of funding the infrastructure projects. Tolls would result in substantial diversion of traffic from State Highways to local roadways, including residential streets. This would result in substantial additional impacts, including health impacts, noise and congestion. For these reasons tolls are not considered a viable option for funding these projects. 19. The ICF will be used for only a specifically identified group of infrastructure projects. These projects are recommended in the State of California Business Transportation & Housing AgencyJCalEPA Goods Movement Action Plan and most of these projects are congressionally designated "Projects of National & Regional Significance" and "High- Priority Projects." 20. Although the infrastructure projects will reduce the environmental impacts of trade, the projects themselves may have environmental impacts, including construction impacts. Each of the projects will be subjected to public environmental scrutiny under the California Environmental Quality Act, and in most cases the National Environmental Policy Act, and appropriate environmental mitigation measures will be required. 21. Port-related traffic is expected to dominate the use of the infrastructure projects. This is due to their proximity to the ports, the significant volume of road and rail traffic resulting from port operations and the fact that heavy duty trucks have a greater impact on pavement wear and capacity than passenger cars. ow ever, all of the port-area highway projects are on State Highways, which also serve a significant volume of non-port traffic. The ICF will ensure that cargo interests pay their fair share, but no more than their fair share, of the costs of the infrastructure projects.

34 22. The fee is imposed on loaded containers because it is the view of the Board that the ultimate consumers of the cargo should absorb the true cost of transporting that cargo without imposing health costs and other externalities on communities surrounding trade corridors. 23. The fee is imposed on loaded containers only because empty container moves are ancillary to loaded container moves: repositioning containers for the next load. In addition, it is extremely difficult to attribute empty container moves to cargo owners and consumers, the ultimate beneficiaries of cargo movement. The fee will thus be collected against the cargo in an amount appropriate for the primary move and all related use of the infrastructure projects. 24. The amount of the ICF was determined, and may from time to time be adjusted, using a spreadsheet model described in the Methodology for Estimating Infrastructure Cargo Fee dated January 4,2008, attached as Exhibit "A" and incorporated by this reference. The model first estimates costs by year for each of the infrastructure projects to be partially funded by the ICF. The model then uses forecasts of container cargo volumes in those years. The model takes account of all potential sources of funding for the infrastructure projects and ensures that the ICF pays no more than its fair share of the project costs. The model is designed to ensure that the ICF is tailored to the cash flow needs of the infrastructure projects - increasing as additional projects are approved and incur construction costs, decreasing as projects are completed, and terminating once the ICF share of the projects is fully paid. NOW, THEREFORE, THE BOARD OF HARBOR COMMISSIOhTERS OF THE CITY OF LOS ANGELES DOES HEREBY ORDER AS FOLLOWS: Section 1. The Board of Harbor Commissioners of the City of Los Angeles hereby adopts the findings set forth above. Section 2. The Port of Los Angeles Tariff No. 4, adopted July 12, 1989, by Order No. 5837, and Ordinance No. 165,789, adopted April 10, 1990, as amended, is fufther amended as follows:

35 TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles I-110 Connectors Program: I-110 Fwy Access Ramp Improvements & SR47/I-110 NB Connector Widening 1. PARTIES AND DATE 1.1 This Project Baseline Agreement (Agreement) for the I-110 Connectors Program: I-110 Fwy Access Ramp Improvement & SR47/I-110 NB Connector Widening, effective on July 1, 2008, is made by and between the California Transportation Commission (Commission), the California Department of Transportation (Caltrans), and the City of Los Angeles ( City ), acting through its Board of Harbor Commissioners (Project Sponsor), sometimes collectively referred to as the Parties. 2. RECITAL 2.1 Whereas at its April 10, 2008 Meeting the California Transportation Commission programmed the Trade Corridors Improvement Fund and included in this program of projects the I-110 Connectors Program: I-110 Fwy Access Ramp Improvement & SR47/I-110 NB Connector Widening, the parties are entering into this Project Baseline Agreement to document the project cost, schedule, scope and benefits, as detailed on the Project Programming Request Form attached hereto as Exhibit A, the I-110 Connectors Program: I-110 Fwy Access Ramp Improvement & SR47/I-110 NB Connector Widening Project Study Report attached hereto as Exhibit B, and the Project Benefits Form attached hereto as Exhibit C, as the baseline for project monitoring by the California Transportation Commission and its Project Delivery Council. The undersigned Project Sponsor certifies that the funding sources cited are committed and expected to be available; the estimated costs represent full project funding; and the scope and description of benefits is the best estimate possible. 3. GENERAL PROVISIONS The Project Sponsor and Caltrans agree to abide by the following provisions: 3.1 To meet the requirements of Government Code Section (c)(1), as added by Proposition 1B, and of Government Code Section , as enacted through implementing legislation in 2007 (Senate Bill 88 and Assembly Bill 193). 3.2 To adhere to the provisions of the California Transportation Commission Resolution TCIF-P , Adoption of Program of Projects for the Trade Corridors Improvement Fund (TCIF), dated April 10, To adhere to the California Transportation Commission s Trade Corridors Improvement Fund Guidelines.

36 3.4 To adhere to the California Transportation Commission s Accountability Implementation Plan and policies, and program and baseline amendment processes. 3.5 The Sponsoring Agency agrees to secure funds for any additional costs of the project. Any change to the funding commitments outlined in this agreement requires an amendment. 3.6 To report to the California Transportation Commission on a quarterly basis on the progress made toward the implementation of the project, including scope, cost, and schedule. 3.7 To report to the California Transportation Commission on the progress, on a quarterly basis, and outcomes, at the end of the environmental phase, of the environmental process with regard to air quality impacts due to emissions from diesel or other particulates and related mitigation strategies. Whereas the Bond Act mandates that the Commission shall allocate TCIF for trade infrastructure improvements in a manner that places emphasis on projects that improve trade corridor mobility while reducing emissions of diesel particulate and other pollutant emissions, the Department of Transportation, the Sponsoring Agency, and the Corridor Coalition understand and agree that the California Transportation Commission will only allocate TCIF to projects that can demonstrate compliance with applicable environmental requirements. If environmental clearance is conditioned to the implementation of mitigation measures, the sponsoring agency must commit, in writing, to the implementation of those mitigation measures. 3.8 To maintain and make available to the California Transportation Commission and/or its designated representative, all work related documents, including engineering and financial data, during the course of the project and retain those records for four years from the date of the final closeout of the project. Financial records will be maintained in accordance with Generally Accepted Accounting Principles. 3.9 The California Transportation Commission and/or its designated representative, has the right to audit the project records, including technical and financial data, of the Department of Transportation, the Sponsoring Agency, and any subconsultants at any time during the course of the project and for four years from the date of the final closeout of the project. Audits with be conducted in accordance with Generally Accepted Government Auditing Standards. 4. SPECIFIC PROVISIONS AND CONDITIONS 4.1 Project Schedule and Cost See Project Programming Request Form, attached as Exhibit A. 4.2 Project Scope See Project Study Report/Project Study Report Equivalent, attached as Exhibit B. 4.3 Project Benefits See Project Benefits Form, attached as Exhibit C. Page 2 of 4

37 4.4 Other Project Specific Provisions and Conditions This Project Baseline Agreement is subject to the provisions of the Los Angeles City Charter which, among other things, precludes the City from making any expenditure of funds or incurring any liability, including contractual commitments, in excess of the amount currently appropriated. Nothing in this Project Baseline Agreement shall be interpreted to conflict with such requirements. However, the Board of Harbor Commissioners, in approving this Project Baseline Agreement and previously approving the Infrastructure Cargo Fee, has expressed its intended commitment to the specific projects covered by this Project Baseline Agreement, subject to Section herein, and the identified sources of funds and expects such funds to be available and to appropriate such funds in the fiscal years they are to be expended The approval of any project by the Board of Harbor Commissioners is subject to the requirements of the California Environmental Quality Act (CEQA) where applicable If the TCIF funds indicated in the attached schedules are not received in the identified amount and time, the City may amend such schedules to take into account delays caused by the lack of TCIF funding. Despite such amendments and delays, the projects shall remain eligible for future allocations of TCIF funds. Page 3 of 4

38 SIGNATURE PAGE TO TRADE CORRIDORS IMPROVEMENT FUND PROJECT BASELINE AGREEMENT Port of Los Angeles I-110 Connectors Program: I-110 Fwy Access Ramp Improvement & SR47/I-110 NB Connector Widening Geraldine Knatz, Ph.D. Date Executive Director The City of Los Angeles, acting through its Board of Harbor Commissioners Will Kempton Date Director California Department of Transportation John F. Barna, Jr. Date Executive Director California Transportation Commission Page 4 of 4

39 I-110 CONNECTORS PROGRAM: I-110 FWY ACCESS RAMP IMPROVEMENT & SR 47/I-110 NB CONNECTOR WIDENING PROJECT PROGRAMMING REQUEST FORM EXHIBIT A

40 New Project Caltrans District Project Programming Request (Project Information) Amendment (Existing Project) EA County Route/Corridor Project Sponsor/Lead Agency LA SR-47 and I-110 Port of Los Angeles MPO General Instructions Date: 05/28/08 Element Project Title I-110 Freeway & S.R.47 Interchange and John S Gibson Boulevard/Northbound I-110 Ramp Improvements PM Bk PM Ahd Project Mgr/Contact Prashant Konareddy PPNO MPO ID TCRP No. Phone Address pkonareddy@portla.org Location, Project Limits, Description, Scope of Work, Legislative Description I-110 northbound (NB) ramps at John S. Gibson Boulevard (JSG) (West of Channel Street interchange) and the NB I-110 and the SB SR-47/NB I-110 connector. Work includes the widening of the SR-47/I-110 connector from 1 to 2 lanes, adding an auxiliary lane for NB I-110 between the SR-47/I-110 interchange and NB off-ramp at the I-110 and JSG interchange, & widening the intersection at JSG and the I-110 NB ramp. Component Implementing Agency AB 3090 Letter of No Prejudice PA&ED Port of Los Angeles PS&E Port of Los Angeles Right of Way Port of Los Angeles Construction Port of Los Angeles Legislative Districts Assembly: 54 Senate: 25 Congressional: 46 Purpose and Need The project is necessary to improve the existing poor level of service, non-standard weaving distance, and traffic circulation and operation in the area. Project Benefits Project benefits include improved safety, traffic conditions, traffic circulation and operation and air quality. Project Milestone Date Project Study Report Approved 01/23/07 Begin Environmental (PA&ED) Phase 07/01/08 Circulate Draft Environmental Document Document Type ND/FONSI 04/01/09 Draft Project Report 06/01/09 End Environmental Phase (PA&ED Milestone) 08/30/09 Begin Design (PS&E) Phase 07/01/08 End Design Phase (Ready to List for Advertisement Milestone) 03/31/11 Begin Right of Way Phase N/A End Right of Way Phase (Right of Way Certification Milestone) N/A Begin Construction Phase (Contract Award Milestone) 09/01/11 End Construction Phase (Construction Contract Acceptance Milestone) 08/30/14 Begin Closeout Phase 09/01/14 End Closeout Phase (Closeout Report) 08/31/15 Form Version Date: 10/1/07

41 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/28/08 County CT District PPNO TCRP Project No. EA LA I-110 Freeway & S.R.47 Interchange and John S Gibson Boulevard/Northbound I-110 Ramp Improvements Existing Total Project Cost Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Total Project Cost E&P (PA&ED) PS&E ,200 1, ,168 R/W SUP (CT) CON SUP (CT) ,137 1,002 2,800 R/W CON ,548 23,651 6,693 42,892 TOTAL 718 1,450 1,559 1,300 13,209 24,788 7,695 50,719 Implementing Agency Fund No. 1: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) Port General Revenue PS&E ,193 Funds R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 0 TOTAL ,052 Fund No. 2: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) 0 Metro- Call for Projects PS&E 0 Prop C R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 3,655 3,765 7,420 TOTAL ,655 3, ,420 Form Version Date: 10/1/07 1 of 2

42 2008 Project Programming Request (Funding Information) Project Title: (dollars in thousands and escalated to the programmed year) Date: 05/28/08 County CT District PPNO TCRP Project No. EA LA I-110 Freeway & S.R.47 Interchange and John S Gibson Boulevard/Northbound I-110 Ramp Improvements Fund No. 3: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Proposed Funding E&P (PA&ED) 0 TCIF PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 2,700 9,500 2,500 14,700 TOTAL ,700 9,500 2,500 14,700 Program Code Funding Agency Notes Fund No. 4: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) 0 SAFE TEA- LU PS&E 0 R/W SUP (CT) 0 CON SUP (CT) 0 R/W 0 CON 2,000 2,000 4,000 TOTAL ,000 2, ,000 Fund No. 5: Existing Funding Component Prior 08/09 09/10 10/11 11/12 12/13 13/14+ Total E&P (PA&ED) PS&E R/W SUP (CT) CON SUP (CT) R/W CON TOTAL Program Code Funding Agency Proposed Funding Notes E&P (PA&ED) 0 Infrastructure Cargo Fee PS&E 475 1,200 1,300 2,975 R/W SUP (CT) 0 CON SUP (CT) 661 1,137 1,002 2,800 R/W 0 CON 4,193 8,386 4,193 16,772 TOTAL ,200 1,300 4,854 9,523 5,195 22,547 Form Version Date: 10/1/07 2 of 2

43 I-110 CONNECTORS PROGRAM: I-110 FWY ACCESS RAMP IMPROVEMENT & SR 47/I-110 NB CONNECTOR WIDENING PROJECT STUDY REPORT/ PROJECT STUDY REPORT EQUIVALENT EXHIBIT B

44 I-110 CONNECTORS PROGRAM: I-110 FWY ACCESS RAMP IMPROVEMENT & SR 47/I-110 NB CONNECTOR WIDENING PROJECT BENEFITS FORM EXHIBIT C

45 I-110 Connectors: I-110 Access Ramp & SR47/I-110 NB Connector DESCRIPTION: Arterial & fwy-to-fwy interchange improvements on SR 47 (Vincent Thomas Bridge) and I-110; I-110 carries 10% of all U.S. containers. ELIGIBITY: Included in CALMITSAC, MCGMAP, RTP & submitted for GMAP inclusion; has 71% match. DELIVERABILITY: Construction July ECONOMIC/JOBS GROWTH: One-time benefit of $193M in economic output; 1,540 FTE one-year jobs; $63M wages; $5.31M state taxes; $0.88M local taxes. Reg. improvements will sustain 318,000 new trade-related jobs and $1B (2007 dollars) in annual state revenues by AIR QUALITY: Will reduce local and regional emissions. Benefits/Costs: public (non-truck) delay reduction is approx. 84% > 29% TCIF funds. TCIF Award: $14.7 million Total Project Cost: $ million [INSERT PROJECT MAP HERE] Freight System Factors Transportation System Factors Community Impacts Throughput Velocity Reliability Safety Congestion Reduction 35%-40% of all U.S. containers thru POLB/POLA; I-110, SR 47, and I-710 (via the Gerald Desmond Bridge) carry approximately 30% of all U.S. containers; trucks comprise 50% of all traffic; POLB/POLA handled 15.8 m TEUs in 2006, 36 m TEUs by 2020; truck delay reduced by 1,420 hrs/day which improves velocity and reliability. See Throughput. See Throughput. Will reduce accidents at intersections and on the I-110. Will significantly improve traffic operating conditions throughout the day. Total daily Vehicle and Truck delay savings will be 5,174 hrs and 1,423 hrs respectively. Bottleneck Relief See Throughput/Velocity/Reliability and Congestion Reduction/Mitigation. Multi-Modal Strategy Interregional Benefits Air Quality Comm. Impact Mitigation I-110 connectors used to access near-dock/off-dock railyards, where containers are loaded/ unloaded onto trains. Improves connections to the I-110 and SR 47 which together with I-710 carry approx. 30% of all U.S. waterborne container volume (the I-110 alone carries 10%). The emissions benefit of the project in 2030 is calculated to be 200 tons per year of a combined PM10, ROG, and NOx, and 82,500 tons per year of CO2. This improvement is consistent with the Ports Clean Air Action Plan and has full support of the Mayor s Office, Council Office, Caltrans (District 7), LADOT, and the community at large. Additionally, the Port recently entered into an MOU with numerous environmental and community groups (including the NRDC) to establish a Port Community Mitigation Trust Fund to be operated by a non-profit entity. The non-profit will be established to address off-port impacts created by existing and future port operations in the community of Wilmington and San Pedro, including but not limited to off-port impacts from the TraPac project in Wilmington and San Pedro. Economic/Jobs Growth See above. 425 South Palos Verdes Street, San Pedro, CA Telephone: (310) Website: