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04 April 10, 2019 CommissionComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, April 10, 2019 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair – Chuck Washington Vice Chair – Ben J. Benoit Second Vice Chair – Jan Harnik Kevin Jeffries, County of Riverside, District 1 Karen Spiegel, County of Riverside, District 2 Chuck Washington, County of Riverside, District 3 V. Manuel Perez, County of Riverside, District 4 Jeff Hewitt, County of Riverside, District 5 Art Welch / Daniela Andrade, City of Banning Lloyd White / Julio Martinez, City of Beaumont Joseph DeConinck / Johnny Rodriguez, City of Blythe Larry Smith / Jim Hyatt, City of Calimesa Randall Bonner / Jeremy Smith, City of Canyon Lake Mark Carnevale / Raymond Gregory, City of Cathedral City Steven Hernandez / Megan Beaman Jacinto, City of Coachella Wes Speake / Jim Steiner, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Clint Lorimore / Todd Rigby, City of Eastvale Linda Krupa / Russ Brown, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Waymond Fermon / Oscar Ortiz, City of Indio Brian Berkson / Chris Barajas, City of Jurupa Valley Kathleen Fitzpatrick / Robert Radi, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Bill Zimmerman / Dean Deines, City of Menifee Victoria Baca / Carla Thornton, City of Moreno Valley Scott Vinton / Randon Lane, City of Murrieta Berwin Hanna / Ted Hoffman, City of Norco Jan Harnik / Kathleen Kelly, City of Palm Desert Lisa Middleton / Jon R. Roberts, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Perris Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Russ Utz, City of San Jacinto Michael S. Naggar / Maryann Edwards, City of Temecula Ben J. Benoit / Joseph Morabito, City of Wildomar Mike Beauchamp, Governor’s Appointee Caltrans District 8 TO: Riverside County Transportation Commission FROM: Lisa Mobley, Clerk of the Board DATE: April 2, 2019 SUBJECT: G.C. 84308 Compliance – Potential Conflict of Interest California Government Code 84308 states a Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from a bidder or bidder’s agent. This prohibition does not apply to the awarding of contracts that are competitively bid. The Commission’s procurement division asks potential vendors to disclose any contributions made to the campaigns of any Commissioner as part of their submitted bid packets. As an additional precaution, those entities are included below in an effort to give Commissioners opportunity to review their campaign statements for potential conflicts. Please note the entities listed in this memo are not encompassing of all potential conflicts and are in addition to any personal conflicts of interest such as those disclosed on Statement of Economic Interests – Form 700 or prohibited by Government Code Section 1090. Please contact me should you have any questions. Agenda Item No 8A – Agreements for On-Call Right of Way Support Services Consultant(s): Epic Land Solutions, Inc. Karen Starr, President 3850 Vine Street, Suite 200 Riverside, CA 92507 Overland, Pacific & Cutler, LLC Mark La Bonte, Sr. Vice President 3750 Schaufele Avenue, Suite 150 Long Beach, CA 90808 Agenda Item No 8B – Agreement for On-Call Right of Way Engineering and Surveying Services Consultant(s): Psomas Cliff Simental, Vice President 1500 Iowa Avenue, Suite 210 Riverside, CA 92507 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org MEETING AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, April 10, 2019 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three-minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – MARCH 13, 2019 Riverside County Transportation Commission Meeting Agenda April 10, 2019 Page 2 6. PUBLIC HEARING – 15 EXPRESS LANES CUSTOMER TRANSPONDER ACCOUNT FEE POLICIES AND TOLL POLICIES Page 1 Overview This item is for the Commission to: 1) Adopt Resolution No. 19-003, “Resolution of the Riverside County Transportation Commission Adopting the Amended and Restated Interstate 15 Express Lanes Toll Policy Goals and Toll Policies”; and 2) Adopt Resolution No. 19-004, “Resolution of the Riverside County Transportation Commission Regarding the 15 Express Lanes Transponder and Customer Account Fee Policies”. 7. ADDITIONS / REVISIONS – The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 8. CONSENT CALENDAR – All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 8A. AGREEMENTS FOR ON-CALL RIGHT OF WAY SUPPORT SERVICES Page 52 Overview This item is for the Commission to: 1) Award the following agreements to provide on-call right of way support services for a three-year term in an amount not to exceed an aggregate value of $3 million: a) Agreement No. 19-31-045-00 to Epic Land Solutions; b) Agreement No. 19-31-046-00 to Overland, Pacific, & Cutler; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. Riverside County Transportation Commission Meeting Agenda April 10, 2019 Page 3 8B. AGREEMENT FOR ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES Page 100 Overview This item is for the Commission to: 1) Award Agreement 19-31-013-00 to Psomas to provide on-call right of way engineering and surveying services for a three-year term, in an amount not to exceed an aggregate value of $480,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultant under the terms of the agreement. 8C. RIVERSIDE TRANSIT AGENCY FISCAL YEAR 2018/19 SHORT RANGE TRANSIT PLAN AMENDMENT Page 145 Overview This item is for the Commission to: 1) Approve an increase to Riverside Transit Agency’s (RTA) Fiscal Year 2018/19 Local Transportation Fund (LTF) operating assistance allocation in the amount of $1.6 million; 2) Approve reductions to RTA’s FY 2018/19 2009 Measure A Western County Public Transit-Intercity Bus operating assistance allocation in the amount of $1,208,510 and 2009 Measure A Western County Public Transit-Consolidated Transportation Service Agency (CTSA) operating assistance allocation in the amount of $391,490; 3) Approve adjustments to the FY 2018/19 budget to increase LTF transit operating expenditures by $1.6 million and to decrease1 2009 Measure A Western County Public Transit-Intercity Bus and Public Transit-CTSA transit operating expenditures by $1,208,510 and $391,490, respectively; and 4) Approve an amendment to RTA’s FY 2018/19 Short Range Transit Plan (SRTP) to reflect the swap of $1.6 million in 2009 Measure A Western County Public Transit funds with $1.6 million of available LTF. Riverside County Transportation Commission Meeting Agenda April 10, 2019 Page 4 9. STATE AND FEDERAL LEGISLATIVE UPDATE Page 151 Overview This item is for the Commission to: 1) Adopt the following bill position: a) AB 626 (Quirk-Silva); and 2) Receive and file an update on state and federal legislation. 10. MODIFICATIONS TO 2019 CALL BOX PROGRAM UPGRADE/REDUCTION PLAN Page 153 Overview This item is for the Commission to approve modifications to the 2019 Call Box Upgrade and Reduction Plan (CB Plan) approved at the March Commission meeting. 11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 12. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. 13. CLOSED SESSION 13A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Item APN(s) Property Owner Buyer(s) 1 117-113-002, 117-113-003, and 117-113-004 Riverside County Transportation Commission Maria Calderon 2 117-121-003, 117-121-008, and 117-121-009 Riverside County Transportation Commission Maria G. Ramos 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, May 8, 2019, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING MINUTES Wednesday, March 13, 2019 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Chuck Washington at 9:36 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL Commissioners/Alternates Present Commissioners Absent Victoria Baca Andy Melendrez Joseph DeConinck Ben J. Benoit Lisa Middleton Brian Berkson Michael Naggar Russell Betts V. Manuel Perez Randall Bonner Dana Reed Ray Desselle Wes Speake Waymond Fermon Karen Spiegel Kathleen Fitzpatrick Larry Smith Raymond Gregory Russ Utz Berwin Hanna Michael M. Vargas Jan Harnik Scott Vinton Steven Hernandez Chuck Washington Jeff Hewitt Ted Weill Kevin Jeffries Art Welch Linda Krupa Lloyd White Clint Lorimore Bill Zimmerman Bob Magee 3. PLEDGE OF ALLEGIANCE Commissioner Jan Harnik led the Commission in a flag salute. 4. PUBLIC COMMENTS Arnold San Miguel, Southern California Association Governments, announced the dates of their 54th Annual Regional Conference and General Assembly for 2019 and a handout was distributed to the Commissioners. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 2 5. APPROVAL OF MINUTES – JANUARY 9 AND JANUARY 31, 2019 M/S/C (Baca/Utz) to approve the January 9 and January 31, 2019 minutes as submitted. Abstain: Betts 6. ADDITIONS / REVISIONS There was a revision to Attachment 1 to Agenda Item 8, “Active Transportation Program Cycle 4 – Riverside County Project Recommendations for Metropolitan Planning Organization Regional Program”. 7. CONSENT CALENDAR Commissioner Russell Betts requested to pull Agenda Item 7D, “Fiscal Year 2018/19 Mid-Year Budget Adjustments”, for further discussion. M/S/C (Baca/Berkson) to approve the following Consent Calendar items. 7A. QUARTERLY FINANCIAL STATEMENTS Receive and file the Quarterly Financial Statements for the six months ended December 31, 2018 7B. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the second quarter ended December 31, 2018. 7C. QUARTERLY INVESTMENT REPORT Receive and file the Quarterly Investment Report for the quarter ended December 31, 2018. 7E. INVESTMENT POLICY REVISION 1) Adopt Resolution No. 19-004, “Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy”; and 2) Adopt the revised annual Investment Policy. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 3 7F. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2019/20 BUDGET 1) Review and approve the proposed Commission Policy Goals and Objectives for the Fiscal Year 2019/20 Budget; and 2) Review and approve the Fiscal Accountability Policies for the FY 2019/20 Budget. 7G. STATE AND FEDERAL LEGISLATIVE UPDATE 1) Receive and file an update on state and federal legislation; 2) Adopt RCTC’s Federal Reauthorization Principles; and 3) Adopt the following bill position: a) AB 252 (Daly, Frazier). 7H. LOCAL TRANSPORTATION FUND ADVANCE LOAN TO RIVERSIDE TRANSIT AGENCY Approve a loan to advance Local Transportation Funds (LTF) in the amount of $22 million to Riverside Transit Agency (RTA) under the condition the loan is repaid to the Commission within 14 days of receipt of Federal Transit Administration (FTA) Section 5307 funds. 7I. 91 EXPRESS LANES MONTHLY STATUS REPORTS Receive and file the 91 Express Lanes Monthly Reports. 8. ACTIVE TRANSPORTATION PROGRAM CYCLE 4 – RIVERSIDE COUNTY PROJECT RECOMMENDATIONS FOR METROPOLITAN PLANNING ORGANIZATION REGIONAL PROGRAM Jenny Chan, Staff Analyst, presented the Active Transportation Program Cycle 4 – Riverside County project recommendations for the Metropolitan Planning Organization Regional Program, highlighting the following areas: • Active Transportation Program (ATP) overview • Distribution of funds for Cycle 4: $464 million for FY 2019/20 – FY 2022/23 was available; 50 percent of these funds is allocated by the California Transportation Commission (CTC) and 10 percent is allocated to the small urban and rural areas by CTC, and the remaining 40 percent is allocated to the large MPOs with a 5 percent set aside for planning efforts • ATP Cycle 4 Statewide = $278.6 million: CTC approved Statewide/Rural Program – January 2019; Projects scoring 89 and above; and CTC awarded six Riverside County Projects Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 4 • ATP Cycle 4 MPO = $92,572,000: Riverside County Share = $10,937,000; SCAG MPO Guidelines allows additional 20 points; and RCTC approved 20 point distribution • Riverside County MPO Share – Project Recommendation for Cycle 4: ATP MPO - $10,937,000 available for: o Palm Desert - San Pablo, sidewalk, bike lanes o Riverside County – El Toro SRTS, sidewalk, curb ramps o Lake Elsinore – Murrieta Creek, multiuse trail o Riverside County Public Health – SRTS, Corona (non-infrastructure) • Project unable to be funded due to funding constraints: o Desert Hot Springs – CV Link Extension – 13 Mile Path o CVAG – CV Arts & Music Line – 10 Mile Path • SCAG Sustainable Communities Program - $4.6 million – Planning/Non- infrastructure Draft Project Recommendations: o Riverside County – SRTS, Desert Hot Springs o Cathedral City – ATP o Riverside – Pedestrian Target Hardening Plan • A map that depicts all the awarded ATP Funded Projects since 2014 Commissioner Steven Hernandez congratulated the cities that were able to get the state competition award and asked how the Commission can help cities to compete better with respect to the state award. Anne Mayer referred to the map that showed the awarded ATP funded projects and stated the statewide competition is very important. She explained the County has done very well in the statewide pot and in looking at the fair share of state funding it is about 6 percent, noting the Commission is averaging in this program closer to 12 and 13 percent. She congratulated all the cities and the County for putting out such outstanding applications. Anne Mayer explained to bring in more funding the focus is on putting the best projects forward, making good strategic decisions about how to package them, and the goal is to get the highest score possible. She stated for those jurisdictions competing in this program to reach out to staff and have a briefing meeting in order to be really aggressive and strategic. Commissioner Bob Magee explained his staff worked with Commission staff diligently as the city of Lake Elsinore was unable to get a grant in the past and today the city of Lake Elsinore is competitive. He concurred with Ms. Mayer’s comments for the cities to work closely with staff as it will help these cities move forward. At this time, Commissioner Magee moved the motion. Commissioner Waymond Ferman expressed appreciation to staff for these grants, as they are really needed on behalf of the city of Indio. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 5 Commissioner Andy Melendrez expressed appreciation for the presentation and asked about what type of balance to have the best opportunity to receive grants as he heard there might be a few too many sidewalk improvements. Anne Mayer replied what has been seen in terms of scoring is that all of those projects can score well if it is a good project. The other challenges too is that there are massive projects in the Coachella Valley and the Commission was not able to find matching funds. Her suggestion would be whatever projects are in your program and are priorities for your community put the best application forward that focuses on connectivity, safety, and meeting all of the criteria the CTC has. Commissioner Kevin Jeffries explained in the 1st District they are trying to find every dollar possible to pave dirt roads as the District and the County grows. The other challenge is that school districts build schools wherever they want and in the rural unincorporated communities, there are no sidewalks and very few paved streets and the children walk to school on streets that are not wide enough and have no sidewalks. He expressed some understanding to the challenge being faced with the schools and trying to get the sidewalks built and expressed gratitude for funding a sidewalk. Commissioner Betts explained being one of the cities that has a significant need for the sidewalks and expressed gratitude the city of Desert Hot Springs received that grant. He referred to Commissioner Hernandez’s comment and stated collectively as an agency the Commission should work to see how it could do better competing against some of the regions in the state. M/S/C (Magee/Baca) to: 1) Approve the Riverside County Active Transportation Program (ATP) projects for inclusion in the Metropolitan Planning Organization (MPO) ATP Regional Program Cycle 4 consisting of the highest scoring implementation projects in the total amount of $10,937,000; 2) Authorize staff to adjust the amounts to projects in either the ATP or Sustainable Communities Program to maximize available funds in Riverside County; 3) Submit the recommended projects to the Southern California Association of Governments (SCAG) for inclusion in the MPO ATP Regional Program and subsequent submittal to the California Transportation Commission (CTC) for final approval in June 2019; 4) Submit the MPO ATP regional projects to SCAG for inclusion in the Federal Transportation Improvement Program (FTIP) programming; and 5) Direct staff to coordinate with the MPO ATP Regional Program project sponsors regarding timely funding allocations, obligations, and project delivery. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 6 9. CALL BOX PROGRAM UPGRADE/REDUCTION PLAN AND AGREEMENTS Brian Cunanan, Commuter and Motorist Assistance Manager, presented the Call Box Program Upgrade/Reduction Plan (CB Plan) and agreements, highlighting following areas. • Call Box Program related to optimizing the Commission’s Riverside County, which has been in operation nearly 30 years • Cellular network obsolescence – Current Verizon 3G Network will become obsolete on January 2020; and Cellular modem chipset to be upgraded - $822 per call box • Current deployment = 234 call boxes: One-time upgrade $222,300 and annual maintenance $104,000 • Over a five-year period keeping the call box system as is the cost would run an estimated $742,300 to upgrade and maintain • Declining demand/use – Average 4.5 calls per call box per year • Other considerations: o Caltrans has recommended removal of all Site Type B and C call boxes o Proliferation of cell phone ownership o Continuous development across the County o Growing cellular network coverage o Roadside assistance alternatives • Western Riverside County map of the Western and Coachella Valley to the east that illustrates the coverage by the major carriers: AT&T, Sprint, T Mobile, and Verizon • Eastern Riverside County map from Coachella to Blythe and the coverage by the major carriers for that area: AT&T, Sprint, T Mobile, and Verizon • Call box upgrade and reduction plan: o Removals – Urban areas/Freeway Service Patrol; low use call boxes; and remove all B and C site type call boxes, except seven sites on I-10 and two sites on SR-243 o Upgrades – Remaining call boxes (151 call boxes) • A map reflecting the resulting call box upgrades and removals • Projected schedule – March 2019 Commission approval of reduction plan; April- May 2019 CHP and Caltrans review period; July – December 2019 CASE performs call box removals and upgrades and assessments; and January 2020 staff provides call box project update to the Commission • By the numbers – Call box optimization recommendation summary: o Reduce from 234 to 151 call boxes o ~$79,000 in savings one-time for upgrades o ~$38,000 in savings annually for maintenance o Sunset call box program in five years • Budget and Implementation Committee Comments/Questions: Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 7 o Breakdown 257 emergency calls – 787 non-emergency motorist aid requests, 257 emergency calls, and 631 non-aid related incidental calls o Breakdown 257 emergency calls each year – 20 percent are related to crime, medical, fire, and accidents; the remaining 80 percent are related to road hazards and other, which primarily involves disabled vehicles that are not safely on the right shoulder or people calling to report debris, other disabled vehicles, or pedestrians on the highway o Value of the Call Box equipment: none o There are still about 5 percent of Americans without a cell phone and the coverage maps shows there are still some areas with no cell service depending on the carrier o Suggest sunsetting program before 2020 upgrade and keep a close eye on call box reductions elsewhere and usage within Riverside County In response to Commissioner Jeff Hewitt’s inquiry depending on whether they are essential call box calls or not if the Commission is looking at $200 per call, Brian Cunanan replied it has not been broken down per call. Commissioner Hewitt clarified per year as the Commission is spending more this year due to the upgrades and suggested it is close to $200 per call. He expressed with how many vehicles are on the freeways everybody has a cell phone and when an emergency occurs, there are usually dozens of cell calls to 911 right away. Commissioner Karen Spiegel expressed just one call box call could be worth much more than $200 per call. She stated in terms of the map where those emergency 257 call box calls are located if any of those were going to be removed. Brian Cunanan replied there were and 70 percent of those emergency calls were in the middle to eastern part of the county. Commissioner Spiegel reiterated the Commission has more call boxes in the eastern portion of the county and are keeping those call boxes, and Brian Cunanan confirmed. Commissioner Spiegel suggested many people get in the car and leave their cell phones at home, it was noted that 95 percent of people have cell phones however that statement was made having the cell phones with them. She expressed the person that is having an emergency on the highway and need some way to contact, as that call could be a life. Commissioner Spiegel stated being very cautious of removing call boxes in the eastern county but concurred with the removal of the other call boxes in the western portion. Commissioner Wes Speake inquired what the reason was for the call boxes that are clustered especially the cluster located on the I-10 and if there is opportunity to trim some of those out in these areas. Brian Cunanan replied some of those gaps reflect the last cycle of reductions, which was based on usage so that filtered out some of those call boxes. In response to Commissioner Speake’s clarification if those cluster spots are places where there has been emergency calls, Brian Cunanan confirmed. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 8 Anne Mayer explained when the program was originally put in place the criteria for placement of the call boxes called for them with a much greater frequency then what is seen here now. She stated the Commission has already gone through multiple reductions of call boxes. In particular, in areas where there were no interchanges or there were interchanges but they did not have services as well as in urban areas the call boxes tended to be clustered. The spacing requirements were different in urban versus rural. Commissioner Speake explained seeing the call boxes being on some rural roads such as SR-74 as that is not a really well traveled road, and suggested the I-10 seems like there may be some more opportunity to make some trimmings in those areas. In response to Commissioner Russ Utz’s inquiry as to how the Call Box Program is funded, Brian Cunanan replied the Commission receives $1 from every registered vehicle in Riverside County. Commissioner Utz inquired if those dollars are not spent on the Call Box Program can those funds be allowed for other commuter assistance programs. Brian Cunanan replied that is correct, currently it funds the Commission’s system, which consists of the call box system, Freeway Service Patrol (FSP), and IE 511 Traveler Information Services. Legislation recently expanded what funds could be used for given the times and the technology that have changed. Commissioner Speake explained if there is an opportunity to use those dollars in other ways and given the pure research nationwide whereas many parts of the country do not have the cell coverage that Riverside County has. He explained it would probably be safe to assume in Southern California and Riverside County it is better than 90 percent inclusion for cell phones given the state phone program, the federal program, and all of the other programs for disadvantaged. Commissioner Speake suggested working on sun setting the Call Box Program instead of putting more money into it. In response to Commissioner Michael Vargas’ question what the maintenance entails, Brian Cunanan replied the contractor goes out to the call box twice a year to ensure all the equipment is working and clean the reflective signs. Anne Mayer clarified if the call box is damaged or hit then the call box has to be maintained as they are damaged by roadside incidences. In response to Commissioner Vargas’ clarification that is contracted through an outside vendor, Brian Cunanan replied it is CASE Systems. Commissioner V. Manuel Perez stated in regards to the 4th District along I-10 around the cities of Indio and Coachella coming down to Mecca and then the West Shores area there are four call box removals. He stated in looking at the Blythe area going up to Big Maria Mountains Wilderness and south of Blythe there were three other removals. Commissioner Perez inquired about the statistics of the data that demonstrate calls being Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 9 made from those areas, noting if there is a minimal amount of calls perhaps the Commission needs to remove those call boxes in those regions. Brian Cunanan clarified the call boxes on SR-86 and stated since those call boxes are in rural areas the usage filter was applied and those call boxes had very low usage. In response to Commissioner Perez’s inquiry they had very low usage as well as where the Blythe area is concerned, Brian Cunanan replied that is correct. Commissioner Perez stated he wants to ensure that is the case and referred to the slide that demonstrated where there is cell phone usage or the ability to use their cell phones, as those specific areas are much underserved. There are individuals that are mostly farm workers and he wanted to ensure the Commission moves forward with this and that there are no unintended consequences when it comes to removal of those boxes knowing that there are individuals that perhaps live day by day and may not have a cell phone. Brian Cunanan replied he could provide that information about the calls that have transpired at those locations. Anne Mayer suggested to check on the locations for the proximity of the call boxes to existing development since some of the call boxes on SR-86 might be directly adjacent to recent development. She stated there is a redundancy there to ensure they are not in true rural areas with no any access to any kind of cell service. Commissioner Kevin Jeffries referred to Commissioner Perez’s comments and clarified if staff weighed the actual call volume that came from a call box and the decision making of weighing how often the call box was used. Brian Cunanan replied yes that was applied at the last filter and that is why there were so many call boxes still in the Western Riverside County. During that last filter if it had FSP but had high usage the Commission kept those boxes. He explained this time around if it has FSP and are in an urban area then staff is eliminating the call boxes altogether as there is more access amenities off the freeways, with the exception of the one call box on SR-74. Commissioner Dana Reed expressed at the appropriate time this needs to be referred back to the Budget and Implementation Committee, as there are serious concerns as to whether the number is correct or needs to be reduced. He suggested when it is appropriate he will make that motion. Chair Washington stated there seems to be consensus that is what the Commission wants to do and asked if there needs to be additional comments or recommendations from the Commissioners. Commissioner Jan Harnik explained one of her questions was answered since it was said before there were 4.5 calls on average so the Commission is able to specifically identify how many calls are received from each box. She understands over the years the amount Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 10 of call boxes have declined. Commissioner Harnik stated when looking at the Eastern Riverside County map those clusters look close because it is on a 16-inch screen. She stated when traveling on the I-10 the call boxes are five miles apart and it could be 120 degrees depending on the time of day there may not be somebody out there. She expressed the Commission has to factor that in to the decision making and ensure the Commission is protecting people. In response to Commissioner Bill Zimmerman’s inquiry in terms of the costs for removing the call boxes and if it included the B and C sites to have the retaining walls removed, Brian Cunanan replied the removal costs are flat and it is $400 per call box regardless of what kind of site type. In response to Commissioner Zimmerman’s clarification it will remove the retaining walls and regrade, Brian Cunanan replied absolutely it will return it to its original condition. Commissioner Bob Magee stated hearing many concerns from the Commissioners, he referred to Commissioner Reeds comment and explained he would prefer to continue this agenda item off calendar and instruct staff to brief individually the Commissioners that are concerned so they can get specific data on their individual areas. He suggested this is a very location specific issue and he requested to make this motion. Commissioner Lisa Middleton concurred that all the Commissioners want to see this technology go away as quickly as possible. She explained although there were 257 emergencies last year, it is reasonable to believe those individuals are the most vulnerable in the communities that were subject to many of those emergencies. Commissioner Middleton suggested finding more cost effective alternatives to what is clearly a dying technology. However the Commission cannot do away with the stories that will emerge if the Commission has individuals 50 miles from Blythe with a disabled car and has no way of getting in touch with anyone accept to wait for the California Highway Patrol for help. Commissioner Betts stated the Commission has FSP on the Western portion of County and there was some discussion to having that moved into the Eastern portion of the County. He then asked with the funds that has been dedicated to the call boxes on the Eastern portion fund the FSP for roadside assistance and if it would be as effective. Chair Washington stated hearing a motion to continue and have staff provide additional information. He noted Brian Cunanan’s presentation was thorough and he is uncertain the Commissioners have given staff specific enough direction so they know what to come back with if there is not a consensus amongst the Commission about a direction moving forward. He discussed the Commissioners comments made and the how the pot of money that funds the call boxes also funds the FSP. He clarified if the call box costs are lowered more money could go into the FSP. Brian Cunanan confirmed funds could be used towards FSP. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 11 Chair Washington suggested narrowing down the Commission’s concerns if an individual Commissioner has a specific concern for a specific location on the highway that can be addressed with staff. He expressed the Commission needs to refocus on what it is that the Commission is trying to accomplish. Anne Mayer explained this is an important conversation and technology is going to continue to change and some of these funds can be spent on the FSP if the service meets the state of California’s requirements and criteria. She reiterated Chair Washington’s comment at this point other than a couple of specific locations where staff is being asked to double check call volumes, and locations of phones, she is uncertain what to bring back at a future Commission meeting without additional direction. She stated the Budget and Implementation Committee meeting is in two weeks and she does not have direction at this point specifically enough to bring back to that committee. She explained if the Commission proceeded along the line of off line conversations with Commissioners giving staff their specific feedback staff could come back with an update to the Commission in April. She requested the projected schedule slide be displayed to highlight 3G will be obsolete January 2020. Commissioner Waymond Fermon expressed SR-86 is a very rural area and he understands the Commission has FSP to try to bring to that area but some of those people may not have cell phones or cell coverage out there. He explained he frequents that road and broke down out there with two cell phones and only one had service and suggested at least one call box in that area would be appropriate. Chair Washington reiterated as Anne Mayer mentioned if there is a specific location Commissioners want to have re-evaluated it can be done and bring an update back to its April Commission meeting. Commissioner Harnik expressed understanding the Commissioners are looking out for their community’s best interest and there has been some great conversation. She suggested a substitute motion, which is to move the approval of staff recommendations with the options offered by Anne Mayer. Chair Washington clarified there was a motion by Commissioner Magee, there is a substitute motion by Commissioner Harnik. He reiterated Commissioner Harnik’s motion, which is to move staff recommendation with having the opportunity to have some revisions on a case-by-case basis. At this time, Commissioner Harnik moved the motion and Commissioner Kathleen Fitzpatrick seconded. Commissioner Perez stated he supports the motion and clarified that he will meet with Anne Mayer and anyone else that needs to be involved. Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 12 M/S/C (Harnik/Fitzpatrick) to: 1) Approve the implementation of the 2019 Call Box Upgrade and Reduction Plan (CB Plan); 2) Approve Agreement No. 19-45-059-00 with San Bernardino County Transportation Authority (SBCTA) to provide for the reimbursement of call answering center (CAC) services related to the operation of call box CAC services associated with the call boxes and future 511 motorist assistance services in an amount not to exceed $180,000; 3) Approve Agreement No. 13-45-102-05, Amendment No. 5 to Agreement No. 13-45-102-00, with CASE Systems, Inc. (CASE) to provide call box removal and upgrade services consistent with the CB Plan and for the continued provision of call box maintenance services through June 30, 2020 for an additional amount of $275,000, and a total amount not to exceed $1,765,440; 4) Approve the sunset of the Call Box Program at the end of Fiscal Year 2023/24 or in conjunction with the next system network upgrade, whichever comes first; 5) Authorize the Executive Director pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and Abstain: Betts, Ferman, Hernandez, and Reed No: Bonner, Hewitt, Naggar, Speake, Spiegel, Utz, and White Chair Washington stated it is worth noting there are a number of abstentions and no votes, so staff needs to meet with those Commissioners, try to address their concerns and bring back a revision as to what the Commission just adopted. At this time, Commissioners Hernandez and Jeffries left the meeting. 10. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION In response to Commissioner Betts’ clarification for the $10.6 million that represented some sort of a change, Michele Cisneros replied every year staff does an analysis on the needs of their respective programs to get through the next six months of the fiscal year. She discussed the expenditures and the budget adjustment amounts for the Regional Arterial Program and for the Transit Program. In response to Commissioner Betts’ inquiry the $10.6 million represents what percentage of the project for the Temescal Canyon Widening project, Anne Mayer replied this is not a change order on the project. She explained it is the county of Riverside programming a project, which is in their Capital Improvement Plan and they are programming it for right Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 13 of way and construction. At this time, Anne Mayer welcomed and introduced Patti Romo, TLMA Director to make a comment. Patti Romo stated this is not asking for an additional allocation it is money that was already allocated and it is just switching it over to a specific fiscal year for expenditure. 7D. FISCAL YEAR 2018/19 MID-YEAR BUDGET ADJUSTMENTS M/S/C (Spiegel/Vargas) to approve an increase of $10.5 million in Fiscal Year 2018/19 expenditures for mid-year budget adjustments. 11. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT At this time, Commissioner Perez left the meeting. 11A. Commissioner Linda Krupa announced March 12 Hemet City Council unanimously approved the closure of Stetson Avenue Bridge for safety reasons, which is between Warren Road and Sanderson Avenue. As of 9:30 p.m. on March 12, a hard closure went in at Costin and Walden Weaver Road, noting detour information is available. She stated they are awaiting federal bridge funding, which has been approved and are estimating the bridge to be closed around six months. 11B. Commissioner Middleton expressed appreciation to the Commission, Caltrans, and everyone who responded so quickly to the weather emergency that occurred in the Coachella Valley on February 14. There were four of the seven roads that access the city of Palm Springs that went down and all were re-opened very promptly. 11C. Chair Washington announced March 8 he toured some storm damage to SR-74 as well as SR-243 and was provided an opportunity to learn more about how highways were built. The work on SR-74 and SR-243 Caltrans is projecting will take at least another four months. Although, SR-74 in some spots can be driven with escorts and SR-243 is not capable for vehicle traffic. He encourages the Commissioners to not just focus on your city but the entire transportation network within Riverside County and how it affects businesses and public safety. 11D. Anne Mayer announced RCTC launched the #RebootMyCommute public engagement campaign and so far the results are very impressive. RCTC’s information on Facebook, Instagram, Twitter, and You Tube have already been viewed more than 2.2 million times with over 484,000 engagements, and received 150 comments from the public through the Commission’s interactive web tool at rebootmycommute.org regarding how they want to see transportation improved Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 14 in Riverside County. She expressed appreciation that staff is seeing constructive and thoughtful feedback from all parts of the County from several different perspectives and she highlighted some of the comments received. This campaign will run through June and staff will provide regular updates to the Commission through the quarterly communication reports and through the Future Funding Initiatives Ad Hoc Committee. She requested the Commissioners notify staff if they want to set up something either with their city council or community groups so their voices can be heard. Anne Mayer reminded the Commissioners the Commission will be hosting a Tele- Town Hall: Western County on March 19 with Commissioner Washington leading that meeting; and on March 20 Tele-Town Hall: Coachella Valley with Second Vice- Chair Jan Harnik leading that meeting. 12. CLOSED SESSION 12A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Item APN(s) Property Owner Buyer(s) 1 102-092-030, 102-092-031, 102-101-002, 102-101-033, 102-101-035, and 102-101-037 Riverside County Transportation Commission Kingsfield Development Corp 2 102-250-056 Riverside County Transportation Commission Dr. Nikan Khatibi 3 118-301-010 Riverside County Transportation Commission Bill Cortez 4 117-070-002 and 117-070-003 Riverside County Transportation Commission Victor and Manuel Chavira 5 117-070-008 Riverside County Transportation Commission Jose Esquivel and Maria Lopez Riverside County Transportation Commission Meeting Minutes March 13, 2019 Page 15 12B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Item APN(s) Property Owner Buyer(s) 1 215-143-022 J.F. Davidson Investments LLC, 3558 Fairmount LLC, and Quattro D LLC Riverside County Transportation Commission There were no announcements from the Closed Session Items. 16. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Reed adjourned the meeting at 11:49 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, April 10, 2019, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, Lisa Mobley Clerk of the Board AGENDA ITEM 6 PUBLIC HEARING Agenda Item 6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Toll Policy and Operations Committee Jennifer Crosson, Toll Operations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: 15 Express Lanes Customer Transponder Account Fee Policies and Toll Policies TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 19-003, “Resolution of the Riverside County Transportation Commission Adopting the Amended and Restated Interstate 15 Express Lanes Toll Policy Goals and Toll Policies”; and 2) Adopt Resolution No. 19-004, “Resolution of the Riverside County Transportation Commission Regarding the 15 Express Lanes Transponder and Customer Account Fee Policies”. BACKGROUND INFORMATION: Resolution 19-003 – Amended and Restated Interstate 15 Express Lanes Toll Policy Goals and Toll Policies In June 2016, the Commission adopted Resolution No. 16-011, “Resolution of the Riverside County Transportation Commission Regarding Interstate 15 Express Lanes Toll Policy Goals and Toll Policies”. Resolution No. 16-011 included overarching toll policies. As development of the toll system progresses, the need to revise one of the toll policies adopted as a part of Resolution No. 16-011 arose as did the need to adopt transponder and account fee policies. Resolution No. 16-011 provided for a 50 percent toll discount for zero emission vehicles three months following the opening of the 15 Express Lanes. At the time the resolution was adopted, the Commission had no technical solution for uniquely identifying zero emission vehicles, so they were to be treated the same as vehicles with three or more passengers (HOV3+). Since that time, staff has worked, as part of the California Toll Operators Committee, to develop a method for identifying qualified zero emission vehicles to address concerns over the impact of heavily discounted zero emission vehicles on express lanes’ performance. The 15 Express Lanes toll system will be able to identify qualified zero emission vehicles through their FasTrak® account, allowing for a unique zero emission vehicle toll discount. Staff 1 Agenda Item 6 recommends that Resolution No. 19-003 be adopted to amend the discount for qualified zero emission vehicles to 15 percent. This discount is to be applied commencing upon the 15 Express Lanes opening. Zero emission vehicle owners will be required to register their zero emission vehicle with the 15 Express Lanes Customer Service Center, or with their account holding agency if other than the 15 Express Lanes, so they can receive a discount on the 15 Express Lanes. On March 1, 2019, the Los Angeles Metro Express Lanes will commence a 15 percent discount for qualified zero emission vehicles. Workshops with other California express lanes operators indicate that they will be seeking to enact a discount of 10 percent to 15 percent for qualified zero emission vehicles. Resolution 19-004 – 15 Express Lanes Transponder and Customer Account Fee Policies Adoption of Resolution No. 19-004 will establish the transponder and customer account fees for 15 Express Lanes account holders. The 15 Express Lanes will open FasTrak® accounts for new customers who do not already have a FasTrak® account with another California toll agency, including the 91 Express Lanes. 15 Express Lanes account holders will be able to use the transponder they obtain from the 15 Express Lane customer service center on any toll facility in California for a seamless experience. The 15 Express Lanes accounts will be prepaid accounts, requiring a customer to deposit a prepaid toll amount for use in the payment of tolls. Accounts secured with a debit or credit card will auto-replenish when the account funds become low. Accounts replenished with cash will be required to make payment to maintain the required prepaid balance. The amount of prepaid tolls is based on the amount of monthly toll usage and will vary from one customer to another. The Commission must adopt a resolution for fees it will charge customers. The 15 Express Lanes accounts are structured in a simple format with few fees to provide a transparent and simple approach for customers. The 15 Express Lanes Transponder and Customer Account Fee Table 1 below provides a listing of the fees for approval by the Commission. Table 1 - 15 Express Lanes Transponder and Customer Account Fee Schedule Fee Type Fee Amount Sticker Transponder Fee (internal and external) $5.00 Switchable Transponder Fee (includes a sticker transponder) $15.00 Mailed Paper Statement Fee $2.00 Monthly Account Fee $2.00 Non-Sufficient Fund Check Fee $25.00 Account Suspension Fee $25.00 Pay-by-Plate Fee $2.00 2 Agenda Item 6 Transponder Fees The 15 Express Lanes will issue two types of transponders: sticker transponders and switchable transponders. The recommended price is $5.00 for the sticker transponders and $15.00 for switchable transponders. The price covers the Commission’s cost to purchase, inventory and distribute transponders. A switchable transponder will be accompanied by a sticker transponder as the goal is to have a sticker transponder in every vehicle and a switchable transponder in vehicles wishing to earn a discount for carpooling. Business rules have been created to address the replacement of faulty transponders at no cost to the customer. Mailed Paper Statement Fee As is common in the customer service industry, the 15 Express Lanes will be striving for the delivery of statements electronically to reduce paper use and associated costs. Customers will be defaulted to the e-statement method of delivery but will be given the option for a printed statement on demand, monthly or quarterly, for $2 a statement. Statements will be available on the 15 Express Lanes customer website allowing a customer to download and print a statement at any time for no charge. Monthly Account Fee A monthly fee of $2 per account has been included to cover the cost of establishing and maintaining the customer account system. Non-Sufficient Fund Check Fee The 15 Express Lanes will accept checks for both FasTrak® account payments and violation payments. A check not honored by a customer’s bank will result in a fee charged by the Commission’s bank and additional processing by the Commission and its contractor. A $25 fee is proposed to cover the Commission’s cost. Account Suspension Fee If a customer fails to maintain a positive prepaid balance, the account will be suspended. Prior to suspension, the customer will receive written, electronic and telephonic notifications regarding the status of the account. If the customer fails to respond to such notification and continues to use the transponder, the account will be suspended to prevent the account from creating outstanding debt with the Commission. If a customer’s account is suspended twice in a twelve- month period, a $25 fee will be assessed. Pay-by-Plate Fee The 15 Express Lanes will require the use of a properly mounted transponder. If a customer uses the 15 Express Lanes without a transponder more times than allowed, a $2 fee will be attached 3 Agenda Item 6 to each transaction to cover the Commission’s cost. The customer service center will work with customers to ensure they have a transponder for each of their vehicles, and that transponders are properly mounted and functioning correctly prior to the assessment of the pay-by-plate fee. SUMMARY: The proposed 15 Express Lanes account fees are similar to those used on the 91 Express Lanes and to the account fees imposed by other toll agencies in California. The revenue generated from the proposed account fees was included in the financial model used to secure financing for the 15 Express Lanes. The fees represent a simple approach to account management and are based on fiscally responsible principles with the fees closely matching the Commission’s cost to provide account management services. The revised toll discount for qualified zero emission vehicles is also in line with the discount to be applied by Los Angeles Metro Express Lanes and being considered by other toll agencies in California. Staff recommends that the Committee approve Resolutions No. 19-003 and 19-004 and forward to the Commission for final action. There is no fiscal impact related to the adoption of the toll policy goals and toll policies. Attachments: 1) RCTC Resolution No. 19-003 2) I-15 Express Lanes Project – Toll Policy Report Adopted March 2019 3) RCTC Resolution No. 19-004 4 RESOLUTION NO. 19-003 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING THE AMENDED AND RESTATED INTERSTATE 15 EXPRESS LANES TOLL POLICY GOALS AND TOLL POLICIES WHEREAS, the Riverside County Transportation Commission (the Commission) is preparing to operate the I-15 Express Lanes. WHEREAS, the Commission adopted its original I-15 Express Lanes Toll Policy Goals and Toll Policies on June 8, 2016 pursuant to adoption of Resolution No. 16-011. WHEREAS, the Commission retains the authority to add, delete, or otherwise modify its policies and procedures. WHEREAS, the Commission desires to amend and restate, in its entirety, the original I-15 Express Lanes Toll Policy Goals and Toll Policies in order to reduce the toll discount offered to qualified zero emission vehicles from 50% to 15%. WHEREAS, the proposed amendment to the policy is intended to address concern over the impact of qualified zero emission vehicles on I-15 Express Lanes performance, and is made possible because of advancements in tolling technology that allow for application of a unique toll discount to these vehicles, as further detailed in the agenda report accompanying this Resolution. NOW, THEREFORE, be it resolved by the Riverside County Transportation Commission as follows: Section 1. The Riverside County Transportation Commission hereby adopts the Amended and Restated Interstate 15 Express Lanes Toll Policy Goals and Toll Policies attached as Exhibit A. The details of the policy have been approved by the Commission, following the conduct of a public hearing, and shall be communicated to the financial community, toll facility users, and the general public. ATTACHMENT 1 5 APPROVED AND ADOPTED this 10th day of April, 2019. _____________________________________ Chuck Washington, Chair Riverside County Transportation Commission ATTEST: _________________________________ Lisa Mobley Clerk of the Board 6 EXHIBIT A AMENDED AND RESTATED INTERSTATE 15 EXPRESS LANES TOLL POLICY GOALS AND TOLL POLICIES [attached behind this page] 7 I-15 Express Lanes Project i Toll Policy Report Adopted March 2019 FINAL DRAFT | May 9 2016 ATTACHMENT 2 8 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project i Table of Contents Introduction .................................................................................................................................................. 1 Toll Policy Goals ............................................................................................................................................ 2 Toll Policy Summary ..................................................................................................................................... 4 Toll Policy Descriptions ...................................................................................................................... 6 1 – 2. Toll Pricing Objectives ................................................................................................................... 6 3. Hours of Operation ....................................................................................................................... 7 4. Carpool Occupancy Requirement ................................................................................................. 8 5 – 6. Toll Interoperability .................................................................................................................... 10 7. Project Development Costs ........................................................................................................ 12 8. Operations and Maintenance Costs ........................................................................................... 14 9. Project Repayment ..................................................................................................................... 16 10. Use of Revenue ........................................................................................................................... 17 11. Enforcement ............................................................................................................................... 18 12 – 14. Operations and Maintenance Responsibilities ........................................................................... 20 15. Signage ........................................................................................................................................ 22 16. Express Bus Integration .............................................................................................................. 23 17. Design – Facility Ingress and Egress ............................................................................................ 25 18. Design – Number of Lanes .......................................................................................................... 27 19. Toll Pricing Method..................................................................................................................... 28 20. Toll Exemptions and Discounts ................................................................................................... 30 21. Toll Payment Method ................................................................................................................. 33 22. Mobile Interface ......................................................................................................................... 35 23. High Occupancy Vehicle Declaration Options ............................................................................ 36 24. Express Lane Operations Facility ................................................................................................ 38 9 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 1 Introduction This report provides a description of the toll policies that form the basis for the Concept of Operations, which serves as the framework for the ultimate design of the I-15 Express Lanes Project. These toll policies will also be used as key assumptions for the I-15 Express Lanes Traffic and Revenue Study prepared separately. The I-15 Express Lanes Project will generally include two tolled express lanes in each direction on Interstate 15 (I-15) in Riverside County between Cajalco Road in Corona and the State Route 60 (SR-60) interchange, a distance of approximately 15 miles. The Project is being developed by the Riverside County Transportation Commission (RCTC) in partnership with the California Department of Transportation (Caltrans) and the Federal Highway Administration (FHWA). The Express Lanes are intended to improve current and projected future congestion by adding capacity that can be managed and operated in a manner consistent with the policies described in this document. RCTC developed a set of toll policy goals that provided a foundation for the development of the policies described in this document. These goals are described in the next section, followed by a table summarizing each of the toll policies and how each policy achieves the stated goals. 10 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 2 Toll Policy Goals Description: In partnership with federal, state, regional, and local agencies, RCTC develops and oversees transportation plans, policies, funding programs, and both short-term and long-range solutions that address the county’s increasing mobility, accessibility, and environmental needs. The establishment of Express Lanes on I-15 within the County has the potential to assist Riverside County in meeting many of its mobility, air quality, and funding challenges. Vital to this effort are toll policies which fulfill RCTC’s goals and objectives for transportation system performance and revenue sustainability. RCTC’s toll policy goals and objectives are guidelines for developing specific policies and business rules that inform the toll collection aspects of the design and operation of the I-15 Express Lanes. Given the corridor’s adjacency to the SR-91 corridor, and the more recent effort by RCTC in setting policies and goals for Express Lanes in that corridor, the toll policy goals for I-15 are similar to those developed by RCTC for the Riverside 91 Express Lanes to provide for regional consistency. Background: RCTC, in cooperation with the Caltrans, is proposing a project to improve traffic flow and reduce congestion on a portion of I-15. The project proposes to construct two tolled Express Lanes generally in each direction between the I-15/Cajalco Road interchange and the I-15/SR-60 interchange. All proposed improvements are anticipated to be constructed within existing Caltrans right of way, with the majority of the improvements occurring within the existing I-I5 median. According to the I-15 Tolled Express Lane Corridor Improvement Program Draft Forecast Traffic Volume Development Report, the primary purpose of the project is to address current and future (2040) travel demand and improve traffic operations on the I-15 corridor, which has been identified as a corridor that needs capacity improvements to address existing and projected capacity deficiencies from the accelerated growth and development that has taken place in communities along the I-15 corridor and is expected to continue. As a result of the on-going accelerated growth and development, the I-15 corridor will experience increased congestion, longer commute times, increased energy consumption, air pollution, higher accident rates and the degradation of the freeway mainline, local interchanges, and the adjacent local arterials. The operational breakdown of these facilities is expected to have significant adverse impacts on the economic vitality of the region and the transport of goods and services along this corridor. 11 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 3 Recommendation: RCTC staff recommends the following goals for the I-15 Express Lanes: 1. Provide Express Lane customers with a safe, reliable, and congestion free trip. 2. Deliver exceptional, consistent, and responsive customer service. 3. Enact toll policies that balance commute choice and lane availability for all customers. 4. Provide the infrastructure and an incentive for ridesharing and increased transit use as an alternative to driving alone. 5. Generate sufficient revenue to meet Express Lane financial obligations to pay current and long- term costs. 6. Use surplus revenues for transportation improvements exclusively within the Interstate 15 corridor. 12 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 4 Toll Policy Summary # Policy Topic Area Policy Recommendation Toll Policy Goal(s) Met Page 1 Toll Pricing Objectives Optimize person throughput in the corridor while meeting debt obligations. 1,3,4,5 6 2 Toll Pricing Objectives Establish toll pricing to routinely achieve free-flow speeds of 60-65 mph, always exceeding the 45 mph federal minimum requirement. 1 6 3 Hours of Operation Charge tolls 24 hours a day, seven days a week. 3,5 7 4 Carpool Occupancy Requirement Define carpools as vehicles occupied by 3 or more persons. 3,4 8 5 Toll Interoperability Adopt the national interoperability standard for automated toll collection systems when adopted by the toll industry. 2 10 6 Toll Interoperability Adopt the new state interoperability standard for automated toll collection systems when adopted by the California Toll Operators Committee. 2 10 7 Project Development Costs Fund project development costs by current and future Measure A sales tax, toll revenue, and state and federal grants. 3,5 12 8 Operations and Maintenance Costs Fund operations, maintenance, and toll enforcement costs by toll revenue. 2,5 14 9 Project Repayment Repay Measure A sales tax bonds and toll revenue bonds with future Measure A and toll revenue, respectively. 5 16 10 Use of Revenue Use surplus revenue to fund Interstate 15 corridor transportation investments. 2,3,6 17 11 Enforcement Enforce I-15 Express Lanes toll violations through agreement with the California Highway Patrol and any future state or federal toll violation laws. 1,2 18 12 Operations and Maintenance Responsibilities Maintain Express Lanes and toll systems as a responsibility of RCTC. 1,2 20 13 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 5 # Policy Topic Area Policy Recommendation Toll Policy Goal(s) Met Page 13 Operations and Maintenance Responsibilities Perform customer service patrol and incident management as a responsibility of RCTC in cooperation with Caltrans and other jurisdictions. 1,2 20 14 Operations and Maintenance Responsibilities Provide customer service and the account relationships as a responsibility of RCTC. 2,5 20 15 Signage Provide toll signage meeting the latest California Manual of Uniform Traffic Control Devices Standards. 1,2 22 16 Express Bus Integration Encourage express bus use through toll policies and Express Lane operations. 3,4,6 23 17 Design – Facility Ingress and Egress Design the roadway and ingress and egress locations meeting Caltrans design standards where feasible and practical. 1,2 25 18 Design – Number of Lanes Construct and operate two Express Lanes in each direction where possible. 1,2,5 27 19 Toll Pricing Method Use Dynamic Pricing to determine the toll price. 1,3,5 28 20 Toll Exemptions and Discounts Provide toll discounts according to legislation and for operations and maintenance vehicles. 1,2 30 21 Toll Payment Method Require all vehicles to have a transponder at time of travel. 1,2,4 33 22 Mobile Interface Implement Mobile Web for FasTrak® customers, but defer the Mobile Toll Payment Application. 1,2,3 35 23 High Occupancy Vehicle Declaration Options Identify HOV3+ carpool customers via a switchable transponder. 1,2,4 36 24 Express Lane Operations Facility Locate the call center, customer service center and traffic management center and administration in close proximity to the Express Lanes. 2 38 14 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 6 1 – 2. Toll Pricing Objectives Description: Express lane pricing serves as a tool to regulate demand and preserve optimal operating conditions. A primary goal of express lanes is to maintain priority access for high occupancy vehicles (HOVs), buses and vanpools to achieve high person throughput. In addition, federal requirements specify minimum operating conditions for HOV and express lanes and prescribe the use of pricing as a means of meeting those requirements. Express lane pricing also generates revenue that can be used to support project development, operating and maintenance costs, and other improvements. Recommendation: 1. Optimize person throughput in the corridor while meeting debt obligations. 2. Establish toll pricing to routinely achieve free-flow speeds of 60-65 mph, always exceeding the 45 mph federal minimum requirement Background: A common goal of express lane projects around the country is to optimize the performance of the lanes using pricing. The performance of express lanes can be measured in a number of ways, including person throughput. And although not often stated as a primary goal of express lanes, revenue generation is another measure of performance. Optimizing person throughput in express lanes is achieved by maintaining priority service for HOVs, buses and vanpools by offering toll discounts and ensuring that the express lanes maintain free-flow conditions for these vehicles. Federal requirements define a degraded HOV or express lane facility as one that does not meet a minimum average operating speed of 45 mph for 90 percent of the time over a 180-day monitoring period during weekday peak hours. The requirements specify varying the toll charged to vehicles to bring a degraded facility into compliance. As described in Section 19, dynamic pricing will be used to manage demand in the Express Lanes. The pricing algorithm used to calculate the toll rates can be calibrated to ensure that free-flow speeds of 60-65 mph are routinely achieved in the Express Lanes. Additionally, tolls can be set to ensure that the project generates revenue that will be used to service debt obligations. Assessment: Optimizing person throughput is a common goal of express lane projects and is achieved by using pricing as a mechanism to maintain priority access for vehicles carrying multiple occupants. Pricing will also be used to ensure that the federal minimum operating requirements are met and that the Express Lanes generate revenue necessary to service debt obligations. 15 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 7 3. Hours of Operation Description: Express lane hours of operation define when toll collection will occur. Toll collection can occur during traditionally defined peak periods or extended peak periods (part time), or can occur 24 hours a day, 7 days a week (full-time). Under part-time operations, all passenger vehicles would be allowed to access the Express Lanes during off-peak hours. Under full-time operations, a minimum toll rate would be charged during off-peak hours. Recommendation: Charge tolls 24 hours a day, seven days a week. Background: Express lanes hours of operation generally fall into one of the following categories: 1. Part-time operations – Toll collection occurs during defined periods of the day. When toll collection is not in effect, the express lanes are open to all vehicles. Toll collection can occur during defined morning and evening peak periods (e.g., 5am-9am and 3pm-7pm) or during extended daytime hours (e.g., 5am-7pm). 2. Full time operations – Toll collection is in effect 24 hours a day, 7 days a week. During non- peak times, the toll rate is often set to a minimum rate. All HOV lanes in the Southern California region operate full time, with the exception of SR-14 between Santa Clarita and Palmdale and SR-60 from Day Street to Redlands Boulevard. This is because Southern California freeways experience sustained hours of congestion, with relatively short off-peak hours. Under such conditions, part-time HOV operation would not be viable. Similar to the region’s HOV facilities, all current and planned express lane facilities within the SCAG region are operating or will be operating with full-time tolling. The 91 Express Lanes in Orange County and the extension into Riverside County operate 24/7, and the I-15 Express Lanes project planned in San Bernardino County has also adopted a 24/7 policy. Having consistent policy helps enforcement and may contribute to a better understanding and reliance on the express lanes network whenever congestion occurs. Assessment: Full-time tolling on the I-15 Express Lanes is recommended to maximize efficient operation of the Express Lanes and general purpose lanes, and to be consistent with adjoining express lane facilities on the SR 91 and the planned I-15 Express Lanes in San Bernardino County. 16 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 8 4. Carpool Occupancy Requirement Description: The HOV occupancy definition establishes the minimum occupancy requirements for discounted and/or free travel within express lanes. This is important because there will be different traffic and revenue results if carpools are defined as two or more persons per vehicle (HOV-2+) or three or more persons per vehicle (HOV-3+). Recommendation: Define carpools as vehicles occupied by 3 or more persons. Background: Under Federal requirement (23 USC § 166), HOV and express lanes facilities must maintain a minimum speed of 45 mph. Caltrans has the responsibility of maintaining operations for the state’s HOV lanes, which includes the authority to make operational changes (including occupancy) provided they are compliant with federal and state regulations. Multiple sections of California law pertain to HOV policies on express lanes. The specific legislative authorization given to each facility in the state typically provides that particular entity the authority to set rates and HOV policies on the respective facilities. RCTC’s application for the I-15 Express Lanes Project approved by the California Transportation Commission (CTC) states that vehicles with three or more occupants will be allowed entry into the Express Lanes at no cost initially. The Application acknowledges that it may be necessary to charge for HOV-3+ in the future as demand for the Express Lanes increases. According to the 2013 CA HOV Lane Degradation Report published by Caltrans, many HOV facilities in the Southern California region are currently experiencing various degrees of performance degradation with a HOV-2+ minimum occupancy requirement. As the region’s express lanes network expands, and demand increases, the need to increase the minimum occupancy requirement becomes more apparent. Currently, there are three existing and four planned (excluding this Project) express lane facilities in southern California. The current practices for carpool occupancy policy are summarized as follows: Existing Facilities • Metro I-10 ExpressLanes – HOV-3+ toll-free during peak periods; HOV-2+ toll-free all other times • Metro I-110 ExpressLanes – HOV-2+ toll-free 17 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 9 • OCTA 91 Express Lanes – HOV-3+ toll-free, with the exception of eastbound PM peak period operating with discount toll rates for HOV-3+ Planned Facilities • OCTA 405 Express Lanes –Pending results of the Traffic and Revenue Study • SANBAG I-10 Express Lanes – HOV-3+ toll-free • SANBAG I-15 Express Lanes – HOV-3+ toll-free • Riverside 91 Express Lanes – HOV-3+ toll-free, with the exception of eastbound PM peak period operating with discount toll rates for HOV-3+ Assessment: HOV-3+ is recommended as the minimum occupancy requirement for discounted travel for the I-15 Express Lanes. This is consistent with policy recommendations in the SCAG Regional Express Lanes Concept of Operations and the adjoining SR-91 in Orange/Riverside Counties and future I-15 Express Lanes in San Bernardino County. 18 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 10 5 – 6. Toll Interoperability Description: Toll interoperability refers to the ability for customers to use multiple toll facilities with a single toll account. Currently, there are various tolling protocols used across the United States to communicate between the in-vehicle toll transponders and roadside toll readers and only a few of the systems allow a customer to use the same toll transponder at other facilities across state lines. There are national and state initiatives to adopt new interoperability standards. Recommendation: 5. Adopt the national interoperability standard for automated toll collection systems when adopted by the toll industry. 6. Adopt the new state interoperability standard for automated toll collection systems when adopted by the California Toll Operators Committee. Background: The protocol for the exchange of transponder information for toll facilities in California is specified by Title 21 of the California Code of Regulations. The transponders used by California toll agencies are commonly referred to as Title 21 transponders. These transponders are branded as FasTrak® and can be used on any of the California toll facilities. California is the only state currently using the Title 21 transponders. In 2012, the federal government passed Moving Ahead for Progress in the 21st Century, MAP-21, calling for a national toll interoperability by 2016. The International Bridge, Tunnel, and Turnpike, Authority (IBTTA) is the worldwide association representing toll facility owners and operators and the businesses that that serve them. IBTTA has formed an Interoperability Committee that is working to advance the goal of achieving national interoperability by 2016. They are in the process of selecting the transponder protocols that will undergo further testing and analysis. The Title 21 transponders are not being considered for the national standard. Concurrent with the efforts of IBTTA, the California Toll Operators Committee (CTOC), which was formed to facilitate interoperability within California, has developed a Transition Plan to replace the legacy California protocol (referred to as “Title 21”) with a newer and less expensive protocol (referred to as “6C”). This plan proposes that all toll facilities in the state be able to recognize the 6C protocol by 2018 Switchable Title 21 Legacy Title 21 WSDOT 6C Sticker 19 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 11 with full transition by 2020. The 6C protocol is also one of the final protocols being evaluated for the national standard and CTOC is represented in the discussions regarding national interoperability. Assessment: The I-15 Express Lanes will be consistent with the interoperability standards currently being assessed at the national and state levels. In doing so, I-15 Express Lanes customers will only have to establish a single toll account to travel on all toll facilities in the state and, depending on the outcome of the national interoperability discussions, may be able to use their account to travel on toll facilities across the country. 20 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 12 7. Project Development Costs Description: The I-15 Express Lanes will require funding for project capital costs, necessary for the final design, construction, and initial deployment of the Express Lanes. Capital costs include all items necessary to build new lanes or retrofit existing lanes in order to provide an Express Lane facility, including infrastructure construction, toll collection implementation, and equipment. The funds for capital costs may come from a number of sources, including Riverside County “Measure A” sales tax revenue or state and federal grants. In addition, bonds could be issued or a federal loan obtained for capital costs that are leveraged based on these dedicated tax revenue sources and/or toll revenues from the actual Express Lane facility. Recommendation: Fund project development costs by current and future Measure A sales tax, toll revenue, and state and federal grants. Background: Riverside County Measure A Sales Tax Measure A is a Riverside County half-cent sales tax dedicated to transportation. Voters approved the Measure A program in 1988, which has raised over $1 billion for major highway and local road projects throughout Riverside County. Voters extended Measure A in 2002, ensuring that the program will continue to fund transportation improvements through 2039. Federal Funding In addition to local funding through Measure A, there are multiple federal programs facilitated through the FHWA that could potentially be used to fund the I-15 Express Lanes. These programs are intended to award funds to projects that upgrade facilities in order to reduce congestion or improve safety. These sources could include, but are not limited to, the Surface Transportation Program, the Highway Safety Improvement Program, Congestion Mitigation and Air Quality funds, or a loan awarded through the Transportation Infrastructure Finance and Innovation Act (TIFIA). 21 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 13 State Funding California state funding could potentially be available through the State Transportation Improvement Program (STIP). The CTC administers the STIP, which awards funds to eligible highway projects programmed by county transportation agencies. Bonds Many express lane projects throughout the country require some level of financing or debt. A limited tax obligation bond is issued by a government entity which is secured by a pledge of a specific tax revenue and can be used to fund certain capital improvements. However, the ability of a priced managed lane to collect toll revenue creates a dedicated funding source, which could be used to issue and repay a bond. These toll revenue bonds are the most popular to be issued by toll facilities. The authorizing statute for the I-15 Express Lanes (Streets & Highways Code Section 149.8) permits RCTC to issue bonds to finance the project. Assessment: Financing a project through the issuance of bonds or other means, allows for projects to offer the public more immediate benefits of transportation infrastructure, while spreading the costs of that infrastructure over the life of a project. In this way, the additional interest cost paid by the agency is outweighed by the mobility and economic benefits of having the project available more quickly. Capital costs for the I-15 Express Lanes are to be funded through current and future Riverside County Measure A sales tax revenues and project toll revenues through bond and TIFIA loan financing. Specifically, the recommendation is that sales tax revenue bonds may be issued by RCTC and repaid through Measure A sales tax revenues, while toll revenue bonds may also be issued and a TIFIA loan executed with repayment ensured through toll revenues collected by the I-15 Express Lane facility. In addition, it is recommended that additional State and Federal discretionary grant opportunities are sought to supplement project funding. RCTC’s project plan of finance is currently being developed as part of project financing activities and will be brought for Board approval in the future. 22 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 14 8. Operations and Maintenance Costs Description: The I-15 Express Lanes will require funding for ongoing operation and maintenance costs associated with the project. Toll collection and dedication to enhanced traveler benefits make express lanes unique when compared to other highway projects, and often require greater resources and funding for the operation and maintenance of these services. The cost of express lane operations includes toll collection, standard operations, enhanced enforcement, incident response services, and toll system and facility maintenance. Operation and maintenance activities require a dedicated funding source in order to be viable, which could include local, state, or federal revenues, in addition to actual toll revenues collected as part of the project. Recommendation: Fund operations, maintenance, and toll enforcement costs by toll revenue. Background: As with all transportation infrastructure, a dependable and dedicated source of funding is necessary for operations and maintenance. This is especially true for express lanes, where enhanced services can be necessary to offer reliable travel time savings to toll paying customers. Express lanes are also unique in that the revenue collected from tolls is able to be used as a dedicated source of operation and maintenance funding. The following are general express lanes operations and maintenance costs: Toll Collection Costs Toll collection costs include all costs associated with processing tolls payments, including the labor and materials required to manage customer accounts, perform license plate image reviews, process toll violations and provide general customer service. In addition, the cost of distributing and managing transponder inventory is included. Standard Operation Costs Standard operation includes costs associated with labor and equipment necessary to manage express lane operations, including personnel to monitor traffic and toll operations, generate reports, public outreach, management and oversight, etc. 23 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 15 Enhanced Enforcement In order to manage express lanes demand, it is important that the vehicles using express lanes are either paying the posted toll or meeting the HOV requirement. A thorough enforcement program including the presence of the California Highway Patrol (CHP) is necessary to maintain motorist compliance. Incident Response Services In order to offer a dependable travel time savings, it is important that incident response resources be available to remove any disabled vehicles or objects which may prevent free-flow conditions. Toll System and Facility Maintenance Maintenance costs associated with express lanes include the inspection, upkeep, and replacement of the facility itself and items necessary for toll operation including roadside toll collection equipment and infrastructure, communications infrastructure, and all other hardware and software elements. Assessment: It is recommended that operation and maintenance costs for the I-15 Express Lanes be funded through toll revenue. Under this assumption, the resources and services necessary for Express Lanes operations will be funded from the project itself. Funding operations through project revenue will require that Express Lane tolls are set at a rate that ensures mobility and travel time benefits to customers, while also generating sufficient revenue to effectively operate the Express Lanes and meet debt obligations. 24 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 16 9. Project Repayment Description: As described in Section 7, sales tax and toll revenue bonds are anticipated to be issued by RCTC and a federal TIFIA loan executed to finance the I-15 Express Lanes development costs. Sales tax revenue bonds are to be backed by future Measure A tax revenues and toll revenue bonds are to be backed by future revenues generated by the Express Lanes. Therefore, funds for the repayment of these bonds will be obtained through revenues to be generated by the Measure A sales tax and operation of the Express Lanes. Recommendation: Repay Measure A sales tax bonds and toll revenue bonds with future Measure A and toll revenue, respectively. Background: The authorizing statute for the I-15 Express Lanes (Streets & Highways Code Section 149.8) permits RCTC to issue bonds to finance the project. It is RCTC’s intent to issue bonds backed by both Measure A sales tax revenues and future toll revenues and to repay the bonds using these revenue sources. Assessment: Consistent with the obligations of issuing bonds, RCTC will repay bonds using revenues generated by Measure A sales taxes and Express Lane tolls. 25 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 17 10. Use of Revenue Description: Express lanes charge tolls and generate toll revenue as a normal function of operation. The I-15 Express Lanes will require an expenditure plan for all revenue, outlining what activities or functions will be funded from collected toll payments. As stated in Section 9, it is recommended that toll revenues should be used toward repayment of bond debt issued on behalf of the project and also to fund facility operations, maintenance, and enforcement. However, net excess revenue may remain after payments toward operation and maintenance costs and debt service obligations. There are multiple projects and programs which could be funded through the net excess toll revenue from the I-15 Express Lanes. Recommendation: Use surplus revenue to fund Interstate 15 corridor transportation investments. Background: The goal of most express lane facilities is to generate enough revenue to cover basic operations and maintenance, meet debt obligations (if applicable), as well as to fund replacement and upkeep to the extent that adequate revenue is available. Other facilities dedicate portions of net excess revenue to fund enhanced transit operations within the express lane facility, such as I-15 in San Diego and I-95 in South Florida. Statutes for the Metro I-110 and I-10 ExpressLanes in Los Angeles County state that toll revenue must first cover the costs incurred in connection with implementation/operation of the program. Metro reinvests surplus toll revenue into the corridor through a grant program. In addition, the 91 Express Lanes in Orange County have adopted the policy of directing net excess revenues to capital improvements within the SR-91 corridor. The authorizing statute for the I-15 Express Lanes (Streets & Highways Code Section 149.8) permits excess toll revenues to be used for the following purposes: (A) To enhance transit service designed to reduce traffic congestion on I-15 or to expand travel options along I-15. Eligible expenses include transit operating costs, acquisition of transit vehicles and transit capital improvements. (B) To make operational or capacity improvements designed to reduce congestion or improve the flow of traffic on I-15. Eligible expenses include any phase of project delivery to make capital improvements to onramps, connector roads, roadways, bridges, or other structures on I-15. Assessment: The toll revenue collected as part of the I-15 Express Lanes operations will be used primarily to fund operation, maintenance, and enforcement costs of the facility, as well as to meet debt obligations for any revenue bonds issued as part of the project. Any remaining net excess revenue will be used to fund transportation improvements within the I-15 Express Lanes corridor consistent with authorizing statute. 26 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 18 11. Enforcement Description: Express lanes require effective enforcement policies and programs to operate successfully. Enforcement of vehicle occupancy requirements and toll payment is critical to protecting eligible vehicles’ travel time savings and safety. Visible and effective enforcement promotes fairness and maintains the integrity of the facility to help gain acceptance among users and nonusers. Recommendation: Enforce 1-15 Express Lane toll violations through agreement with the California Highway Patrol and any future state or federal toll violation laws. Background: Adequate and effective enforcement policies and incident management are integral elements to express lanes operations to ensure that the facilities are operating at the intended level of performance. Enforcement of vehicle occupancy and/or toll payment requirements is critical to protecting eligible users’ travel-time savings and safety. Visible and effective enforcement promotes fairness and maintains the integrity of the facility to help gain acceptance among users and non-users. The enforcement concept for many express lane facilities around the country involves a combination of manual and automated enforcement strategies. Manual enforcement requires CHP officers to be present during the peak hours to serve as a visual deterrent and to monitor vehicles to ensure they are complying with express lane operating policies. Observation areas are provided at strategic locations for officers to park and monitor beacons that illuminate when a vehicle passes through with a switchable transponder (see Section 23 of this report) set to a high-occupancy setting. Beacon lights provide a visual cue for officers to visually inspect the vehicle to verify whether it meets the occupancy requirement. The beacons can also be used to indicate when no transponder or an invalid transponder was detected and can be strategically placed to support stationary enforcement as well as enforcement by officers driving the corridor. CHP will also be relied upon to enforce all other moving violations, including illegal crossing of the express lanes buffer and the requirement for vehicles to have properly mounted license plates. In addition to manual enforcement, License Plate Recognition (LPR) cameras will be located at toll points to capture the license plates of vehicles for which no transponder was detected. If the license plate is able 27 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 19 to be matched to an account, then the toll amount will be deducted from the account. Otherwise, the license plate information is sent to the Department of Motor Vehicles (DMV) to determine the address of the registered owner for issuance of a toll violation. In the Southern California region, HOV and express lanes enforcements are generally conducted by the CHP in conjunction with automatic tolling systems. The four operating express lane facilities in Southern California, Metro I-10 ExpressLanes, Metro I-110 ExpressLanes, OCTA 91 Express Lanes, and SANDAG’s I- 15 Express Lanes are all under contract with CHP to conduct violation enforcement. These facilities also employ beacon lights and CHP observation areas where possible. Assessment: Given national experience, including experience with the four express lanes operated in Southern California, manual enforcement is a proven component of successful express lane operations. The presence of CHP vehicles instills confidence to customers and serves as a deterrent for those that may violate. RCTC will establish an agreement with CHP officers to enforce the I-15 Express Lanes and provide CHP the necessary tools such as enforcement beacon lights and access to transponder information to effectively enforce. In addition, LPR cameras will be used to enforce the requirement for vehicles to carry a transponder. 28 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 20 12 – 14. Operations and Maintenance Responsibilities Description: Express lanes operations and maintenance responsibilities can be managed in a number of ways. These responsibilities include the maintenance of all equipment associated with the toll system, providing oversight of operations and incident management, and providing customer service to manage customer accounts. Each of these responsibilities is integral to the overall performance and operation of the express lanes. Express lane implementing agencies can use agency staff, contract staff or share responsibilities with other agencies. Recommendations: 12. Maintain Express Lanes and toll systems as a responsibility of RCTC. 13. Perform customer service patrol and incident management as a responsibility of RCTC in cooperation with Caltrans and other jurisdictions. 14. Provide customer service and the account relationships as a responsibility of RCTC. Background: Express lane operation and maintenance functions require dedicated resources to maintain hardware and software, monitor performance and manage customer accounts. These functions are described in more detail below. Toll Systems Maintenance The maintenance of toll systems includes the inspection, upkeep, and replacement of the items necessary for toll operations and the supporting infrastructure. Roadside toll collection equipment, communication network components, servers and workstations are all elements of a working toll system that require routine maintenance. Most express lane operating agencies enter into contracts with toll service providers to not only design and construct the toll systems, but also to operate and maintain them for some period of time. The toll system providers are required to develop maintenance tracking systems that keep track of the maintenance requirements for all elements of the toll system. These systems send alerts when there is an equipment malfunction, track maintenance response times, and keep track of equipment inventory. Performance Monitoring and Incident Management An important component of express lane operations is the ability to monitor traffic performance in real- time to ensure that the express lanes are maintaining optimum conditions. This is accomplished using roadside vehicle detection equipment and closed-circuit television cameras that send real time information to a facility where operators can monitor. Operators have the ability to override the toll system (e.g., display a message such as “HOV ONLY”) when conditions warrant and to coordinate with 29 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 21 Caltrans, CHP and other jurisdictions as needed. In addition, operators have the ability to dispatch tow trucks to clear incidents. Some express lane operators choose to co-locate their express lane monitoring functions within a regional monitoring center and others choose to establish a dedicated monitoring facility. An example of a regional monitoring center is the Inland Empire Transportation Management Center (IETMC), which serves as an intermodal traffic management facility for San Bernardino and Riverside Counties and is staffed by both Caltrans and CHP personnel. The IETMC opened to service in 2011 and is located in the City of Fontana at the interchange of the I-15 and I-210. Customer Service Customer service includes all of the functions related to account management, payment processing, transponder distribution, violation processing and providing general customer support. Some of these support activities, often referred to as “back office” activities, can take place at offsite facilities. Examples of activities that can be performed offsite include call taking and license plate image review. However, the location(s) of some customer service functions are ideally located in close proximity to the express lanes, including walk-in customer service, customer call center and transponder distribution. Assessment: Express lane operating agencies typically procure a contractor to carry out customer service responsibilities due to the amount of specialized systems and labor required. RCTC will contract with a toll services provider to design, implement, operate and maintain all aspects of the I-15 Express Lanes toll system. The RCTC Operations Center (see Section 24) will serve as the hub of all customer, maintenance, and operating activities. Inland Empire Transportation 30 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 22 15. Signage Description: The California Manual of Uniform Traffic Control Devices (California MUTCD) provides uniform standards and specifications for all traffic signage in California. The most recent version of the California MUTCD, published in 2014, includes signing guidelines and requirements for express lane facilities. These requirements are intended to standardize the way that express lanes throughout the state are signed to make it easier for the traveling public to understand express lane operating requirements. Recommendation: Provide toll signage meeting the latest California Manual of Uniform Traffic Control Devices standards. Background: The general signing requirements for all new highway projects, including express lanes, must comply with the 2014 California MUTCD. The California MUTCD includes requirements for different types of express lane configurations and operating requirements. Of particular relevance to the I-15 Express Lanes, are those signs that depict a restricted access facility where all vehicles in the express lanes are required to have a FasTrak® account. Express lane signs included in the California MUTCD generally fall into the following categories: • Overhead-mounted signs designating the start and end of the express lanes as well as intermediate access points. • Overhead-mounted pricing signs that display the toll amount to given downstream locations. In accordance with the guidance in the MUTCD, pricing signs display the current toll to no more than two downstream destinations. Changeable message elements will be used to indicate the toll rate to travel to the destination shown. These signs will also specify the HOV occupancy requirement and that a FasTrak® account is required for vehicles to use the facility. • Median mounted and overhead signs that display the carpool occupancy requirement, the FasTrak® account requirement and hours of operation. Assessment: The I-15 Express Lanes signage will conform to the standards in the California MUTCD. The design and implementation of the signage will be the result of several sign workshops and plan reviews that will include Caltrans and the FHWA. Example Pricing Sign 31 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 23 16. Express Bus Integration Description: Transit is an important component in express lanes. If managed through variable pricing to maintain a minimum level of service, express lanes create efficient and reliable transit corridors compared to previously congested freeways. Of the existing HOV and express lanes facilities in the southern California region, most are already served by express bus services. Operating express bus service on express lanes offers several key benefits: • Shortens Travel Times • Improves Travel Time Reliability • Lowers Operating Costs • Increases Person Throughput • Encourages Carpooling and Transit Use • Addresses Equity Concerns • Builds Public Support Recommendations: Encourage express bus use through toll policies and Express Lane operations. Background: Currently, the Riverside Transit Agency (RTA) provides eight express bus services throughout Riverside County, with one route (CommuterLink Express 206) providing service along I-15 between Temecula and Corona. The CommuterLink Express – Route 206 (Temecula-Murrieta-Lake Elsinore- North Main Corona Metrolink Station) runs daily during weekdays on approximately 30-minute headways, and the general fare costs $3.00 each way (free with valid Metrolink Pass). Route 206 provides connections for commuters travelling from Riverside County to other regions via the North Main Corona Metrolink station. In anticipation of the 91 Express Lanes extension in Riverside County, the RTA already has two new RapidLink express bus routes programmed for deployment in 2017. These two routes, RapidLink 200 and 205, will provide connections between Riverside and Anaheim as well as Temecula and Anaheim via the 91 Express Lanes. The proposed I-15 Express Lanes will provide the opportunity for further expansion of express bus services along the corridor. Similar to express bus benefits, the I-15 Express Lanes can provide opportunities for enhancing and promoting carpooling/vanpooling by commuters. Currently, there are eight Caltrans Park and Ride lots along the I-15 corridor within Riverside County. Of the eight existing lots, three are located within the I- 15 Express Lanes Project corridor: RTA CommuterLink Express services Nicholas Ventrone / The Transit Coalition 32 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 24 • Canyon Community Church Park And Ride (1504 Taber Street, Corona) – 75 spaces • Norco @ 6th Street Park And Ride (3945 Old Hamner Road, Norco) – 100 spaces • Mira Loma Park and Ride (12105 Limonite Avenue, Mira Loma) – 76 spaces Specialized Transit Services It should be noted that not only will the fixed route bus service discussed benefit from the I-15 Express Lanes, but also the Specialized Transportation Program funded by RCTC via Measure A funding along with federal funding from the Job Access Reverse Commute (JARC) and New Freedom (NF) programs. These specialized transit services (Dial-A-Ride paratransit) will most likely use the I-15 Express Lanes. In addition, a handful of non-profit and special criteria providers that operate specialized transportation will also benefit from using the I-15 Express Lanes. Physical and Policy Considerations Many of the physical design considerations for integrating bus service are similar to express lanes and HOV lanes, which have well-established design criteria. Besides the physical design, each express lane project has a unique set of policies in place that influences how well transit is integrated in a particular corridor. Establishing a set of policies that improves transit service and capacity is also often essential in building public support for often controversial toll lane projects and helps to neutralize the perception that Express Lanes are “Lexus Lanes” that primarily benefit those with higher incomes. Assessment: Encouraging transit and offering benefits for express bus service is a key component of the I-15 Express Lanes project. Coordination with RTA will take place during the design of the Express Lanes to ensure that transit needs are taken into consideration. 33 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 25 17. Design – Facility Ingress and Egress Description: This policy is related to the design of access locations, where vehicles can enter and exit the I-15 Express Lanes. Regulating access is one of the fundamental tools to manage traffic flow in the express lanes, and therefore, it is important to select the access points and design treatment early in the planning phase along with the separation type to help minimize weaving conditions. Recommendation: Design the roadway and ingress and egress locations meeting Caltrans design standards where feasible and practical. Background: Access treatments for express lane facilities fall into the following three categories: Grade-separated direct access drop ramps Grade-separated drop ramps provide access to and from the express lanes using dedicated grade direct access ramps. These types of ramps generally provide access from adjacent freeways/arterials and park and ride facilities for express bus operations, and are desirable where sufficient right-of-way and high traffic volumes in both the express lanes and general purpose lanes warrant the need for such exclusive access. An example of a grade-separated drop ramp is the SR-91 eastbound direct connector to the southbound I-15 and vice versa being constructed as part of RCTC’s SR- 91 Corridor Improvement Project. At-grade limited access At-grade limited access provides access to and from the express lanes at designated locations, typically through at-grade access openings that serve as ingress, egress or combined ingress and egress. Physical barriers or painted striping separates the express lanes from the adjacent general purpose lanes between access locations. Three different approaches for providing at-grade limited access include: • Weave zones – provides combined ingress and egress by short breaks to the physical barriers or striping at designated locations. • Weave lanes – similar to weave zones, except movement is facilitated by a change lane, which isolates the weaving from both the express lanes and the general purpose lanes, thereby minimizing the potential for unstable flow. • Merge lanes – provide dedicated and separated ingress and egress (acceleration and deceleration) lanes. The merge lanes allow drivers the opportunity to adjust their speeds to match At-grade limited access configuration on LA Metro ExpressLanes 34 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 26 the lane they are merging into. This design treatment further reduces the potential for unstable flow, as conflicts are avoided in the access lane. Continuous access Continuous access allows vehicles to enter and exit the express lanes for the entire stretch without any specific ingress/egress treatments. The striping that separates the express lanes from the general purpose lanes are generally skip striped. Assessment: A limited access configuration is recommended for the I-15 Express Lanes because it can reduce toll evasion, ensure greater access control, and is consistent with the access configuration of existing Southern California HOV and express lanes. Further, a limited access configuration is less complicated to design and has a far lower construction cost than direct access ramps and does not require as much toll equipment as may be required for continuous access. Vehicles will be able to access the express lanes at intermediate access points that provide access to local exits and interchanges. Between these points, access will be restricted to prevent weaving and improve overall mobility. A map of proposed access locations is accessible at http://i15project.info/express_lanes_access.php. 35 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 27 18. Design – Number of Lanes Description: The number of express lanes to be implemented for a particular project is dependent upon several variables, including traffic congestion, occupancy requirements and availability of existing right of way. The Project Approval Document for the I-15 Express Lanes generally includes a two lane configuration in each direction based on traffic and engineering analysis. This configuration is intended to add capacity, improve operations and fits within existing right of way. Recommendation: Construct and operate two Express Lanes in each direction where possible. Background: A number of criteria must be considered when evaluating the capacity needs of an express lanes project. These include existing and projected traffic congestion, toll discount policies, and the cost and availability of right of way. Some express lane projects simply convert an existing HOV lane to an express lane, others convert an existing lane and construct an additional lane (e.g., LA Metro I-10 ExpressLanes), and others construct an entirely new lane or lanes (e.g., I-680SB Express Lane in the Bay Area). There are currently no existing HOV lanes within the I-15 project limits. The preliminary engineering performed as part of the project identified a need for a two lane configuration in each direction to serve future traffic demand. This configuration fits within the existing right of way and helps to ensure that the facility will be able to sustain a high level of service. Assessment: The recommendation for a two lane configuration in each direction where possible is consistent with the project schematics and serves projected traffic demand while fitting within existing right of way. Two lane configuration on LA Metro I-10 ExpressLanes 36 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 28 19. Toll Pricing Method Description: Express lanes use pricing to manage the number of toll paying customers using the facility. Managing the number of users allows the express lanes to meet performance goals such as those described in Section 1 and Section 2. Variable pricing is to be used to manage traffic, whereby the cost to use the express lanes is directly related to the level of demand for the express lanes. As demand increases, raising the tolls will help manage demand in order to maintain federal performance requirements. Conversely, the price decreases as demand decreases to incentivize more vehicles to utilize the available capacity. Two variable pricing methods are currently in use on facilities across the country: time-of-day pricing and dynamic pricing. Recommendation: Use Dynamic Pricing to determine the toll price. Background: Time-of-Day Pricing Time-of-day pricing employs a fixed toll rate schedule with different toll rates by travel direction, time of day and day of the week. Time- of-day pricing is actively used on the 91 Express Lanes and on express lanes in Denver and Houston. Time-of-day pricing is effective when traffic patterns remain relatively consistent over time. For instance, if congestion reaches the same level at the same time every Monday, then a static price that is capable of maintaining the desired level of traffic volume can be used for that time period. With time-of-day pricing, tolls vary according to a fixed schedule, with different prices charged based on direction of travel, day of the week, and hour of the day. The toll rates are determined based on historical travel conditions in the corridor, and vary according to demand and congestion. The performance of express lane facilities using time-of-day pricing requires evaluation on a regular basis to ensure that free flow conditions are being maintained in the express lanes. If travel conditions on the express lanes deteriorate over time, the rates should be increased. Similarly, rates can also be lowered when the express lanes are found to have excess capacity that is not being used effectively. On the 91 Express Lanes, performance is monitored daily and evaluated every three months. 37 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 29 Dynamic Pricing Dynamic pricing employs toll rates that vary in real time based on actual travel conditions detected in the corridor. Dynamic pricing is actively used on most California express lanes, including I-10 and I-110 (Los Angeles), I-15 (San Diego), I-680 (Alameda County), and I-880 / SR-237 (San Jose). Dynamic pricing is effective on facilities that have a high level of variability in congestion throughout each day and from day to day. For instance, if a facility does not have a peak period that is consistent from one day to the next or has a high rate of incidents that impact traffic, dynamic pricing allows for the adjustment of the price to match the actual real-time traffic conditions. Dynamic pricing provides a real-time monitoring and response capability for express lane operations. Dynamic pricing requires capital investment for both the algorithm and the traffic detection system and also requires ongoing monitoring and maintenance of the pricing algorithm and traffic detection system. Like the time-of-day pricing, dynamic pricing requires variable message signs to communicate price to customers. Assessment: In order to be responsive to real-time traffic conditions that may vary from day to day, it is recommended that the I-15 Express Lanes use dynamic pricing. Despite the higher capital costs of deployment as compared to time-of-day pricing, dynamic pricing will be valuable to manage traffic and ensure the facility provides reliable travel at all times. The ability to readily adjust pricing and manage demand through dynamic pricing will allow for flexibility, particular in the critical area of overlap with the 91 Express Lanes that use time-of-day pricing. 38 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 30 20. Toll Exemptions and Discounts Description: Toll discounts and exemptions are required by legislation, law and by agreement with project partners. Discounts have an impact on revenue, operations, customer service center systems and enforcement. It is important to establish toll discounts or exemptions at an early stage to allow for the evaluation of operational impacts and for inclusion in system design. Recommendation: Provide toll discounts according to legislation and for operations and maintenance vehicles. Background: A review of project agreements and legislation suggested that the following vehicle types require evaluation for toll discounts. Transit One of the primary goals of express lane facilities is to offer enhanced transit service. California Vehicle Code defines qualifying mass transit, paratransit and vanpool vehicles, including those that are publically or privately funded. These vehicles will be allowed to travel toll-free in the I-15 Express Lanes at all times. With the passage of the Fixing America’s Surface Transportation Act (the FAST Act) on December 4, 2015, U.S. Code was amended to enable privately-owned buses servicing the public to utilize toll facilities under the same rates, terms and conditions as other public transportation vehicles. RCTC will establish agreements with operators to facilitate toll-free travel at all times. High-Occupancy Vehicles The application for the I-15 Express Lanes project approved by the CTC and the Federal Agreement between RCTC, FHWA and Caltrans provide direction with regard to the tolling of HOVs. In both instances, HOVs are defined as vehicles with three or more occupants (HOV-3+). The authorizing statute for the Express Lanes (Streets & Highways Code Section 149.8) also specifies free travel for HOV-3+ vehicles initially upon opening. There is no mechanism to regulate the demand of HOV-3+ vehicles when there is a 100% toll discount. As the HOV-3+ volume becomes an increasingly larger percentage of the total I-15 Express Lanes traffic, it will become increasingly difficult for the dynamic pricing algorithm to effectively manage demand and preserve free flow operations in the I-15 Express Lanes. Therefore, it is recommended that the speeds in the I-15 Express Lanes be monitored to determine when the lanes are being degraded. If the average speed in the Express Lanes drops to 60 mph three or more times in a thirty day period after three months of operation, the HOV-3+ discount will be reduced to 50%. The 100% discount will be in place for at least 39 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 31 the first three months of operation to allow for customers to adjust to the new facility and to incentivize use of the I-15 Express Lanes by carpoolers. Motorcycles California Vehicle Code 21655.5(b) provides for free passage on preferential lanes for motorcycles. Motorcycle toll transactions will be processed either through a transponder or by reading their license plate. Zero Emission Vehicles (ZEVs) Legislation (AB 1721), enacted as California Vehicle Code Section 5205.5, allows motorists driving ZEVs displaying a DMV-issued Clean Air Vehicle decal to travel in express lanes with a toll-free or reduced rate toll. The statute does not mandate the rate of reduction. The existing legislation is set to expire January 1, 2019 ahead of the I-15 Express Lanes planned opening. Similar to the treatment of HOV-3+ vehicles, Tthe toll discount for ZEVs will be 15% upon opening of the Express Lanes.reduced to 50% if average speeds drop below 60 mph more than three times in a thirty day period after three months of operation. Emergency Vehicles California Vehicle Code 23301.5 provides for toll exemption for specifically identifiable emergency vehicles being driven while responding to or returning from an urgent or emergency call, engaged in an urgent or emergency response, or engaging in a fire station coverage assignment directly related to an emergency response. The common method of processing these tolls is through a “non-revenue” account where the transaction is processed by the back office and posted to the account in order to provide a method of monitoring usage. RCTC will establish agreements with the local emergency providers that will outline the specific rules for these non-revenue accounts. Maintenance and Operation Vehicles In order to facilitate access to express lanes for the purposes of performing various maintenance tasks or performing operational checks and testing, it is common for tolling authorities to grant toll-exemption for vehicles being driven for these maintenance purposes. The common method of processing these tolls is through a “non-revenue” account where the transaction is processed by the back office and posted to the account in order to provide a method of monitoring usage. Assessment: In general, vehicles that are eligible to utilize HOV lanes in accordance with applicable federal or state law will be allowed discounted access to the I-15 Express Lanes. This includes buses (public transit and White and Green Clean Air Vehicle Decals for HOV Lane Use State of California / Dept. of Motor Vehicles 40 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 32 privately operated tour buses), vanpools, motorcycles, HOV 3+ vehicles, ZEVs, emergency vehicles, law enforcement vehicles, and operation and maintenance vehicles. The following discount policies are recommended for each of these vehicle types: • In-service public transit vehicles, private buses, vanpools, and motorcycles will be 100% discounted (toll free) at all times. • All HOV-3+ and zero-emission vehicles (ZEVs) will be 100% discounted (toll free) for the first three months of operation. The discount will be reduced to 50% if the average speed in the Express Lanes drops below 60 mph three or more times in a thirty day period after three months of operation. • Emergency, law enforcement and Express Lanes maintenance vehicles will be 100% discounted (toll free) at all times. 41 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 33 21. Toll Payment Method Description: Electronic toll collection systems use automatic vehicle identification (AVI) technology to toll vehicles. These AVI systems use in-vehicle transponders and/or LPR cameras to identify vehicles for toll payment. Some facilities require that all vehicles have a transponder as the primary means of toll collection and use LPR cameras as a backup to capture vehicles that don’t have a transponder or that have a transponder that fails to be detected. Other facilities allow vehicles to travel without a transponder and use LPR cameras as the primary means of toll collection; this system is known as pay by plate tolling. Recommendation: Require all vehicles to have a transponder at time of travel. Background: Transponder-Based Toll Collection Electronic toll collection using transponders is a proven technology with high accuracy. The cost associated with the systems needed to process transponder transactions is lower than systems which allow for toll payment by license plate. In addition, as California transitions from the legacy battery- operated transponders to the new, less expensive 6C transponders, the cost for a transponder based toll collection system will decrease even further making transponder based toll collection a far more efficient method of collecting tolls. Most toll facilities that rely on transponders for toll collection also include LPR cameras to capture vehicles without a transponder to minimize revenue leakage. The license plate images are used to associate the transaction with a toll account when a transponder is not read or to look up the registered owner’s address for collection of the toll through a toll violation process. As described in Section 23, HOVs are able to use switchable transponders to indicate their vehicle occupancy status and receive the appropriate toll discount. Pay by Plate Pay by plate utilizes LPR cameras and Optical Character Recognition technology to identify a vehicle’s license plate number. The automatically generated plate number is independently verified and validated by toll operators in the customer service center, thereby increasing operational costs per toll transaction. This technology is currently being used on Transportation Corridor Agencies (TCA) toll facilities in Orange County, on all toll facilities in the Denver Metro Area (including express lanes), all Dallas / Ft. Worth area toll facilities (including express lanes), Loop 375 express lanes in El Paso, and on the SR-520 and I-405 License-plate tolling equipment Craig F. Walker / The Denver Post 42 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 34 express lanes in the Seattle area. The license plate numbers are collected and the name and addresses of the registered users are requested from the state DMV, from which bills for all the tolls incurred during a specific period are aggregated and sent out to collect payment. Pay by plate tolling not only requires more processing costs, but it results in more revenue loss due to unidentifiable plates and registered owners and lengthens the amount of time to collect toll revenue. In a pay by plate scenario, HOVs are required to register their license plate in advance of making a trip so the toll system can apply the appropriate toll discount. Assessment: Because toll payment by transponder is a proven, accurate solution with a lower transaction cost as compared to pay by plate, it is recommended that RCTC open the I-15 Express Lanes with a requirement that all vehicles have a transponder. Opening with a transponder requirement will encourage motorists to open an account and obtain a transponder. LPR cameras will be used to enforce this requirement and identify vehicles that don’t carry a transponder. This policy also allows HOVs to declare their status using a switchable transponder as described in Section 23. 43 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 35 22. Mobile Interface Description: Easy access to express lanes information is important to gain customer understanding and compliance. Most toll facilities across the country maintain a website where users can find information about the toll policies and access account information and many of these websites are accessible in a mobile format. In addition, some facilities provide mobile applications that allow users to review recent toll activity and pay tolls without a transponder. Recommendation: Implement Mobile Web for FasTrak® customers, but defer the Mobile Toll Payment Application. Background: Toll facilities across the country provide different mobile interfaces for customers as described below. Mobile Website Many websites currently include desktop and mobile versions. The mobile versions are intended to be viewed from a mobile device such as a smartphone or tablet and typically include the same functionality as the desktop site. A mobile website for express lanes could allow customers to access general express lane information (operating policies, requirements for use, etc.) and to access account information. Mobile Toll Payment Application Depending upon business rules, some toll facilities allow users to user mobile devices to pay tolls without the use of a transponder. For example, the TCA facilities in Southern California allow users to pay tolls from a mobile application within five days before or after a trip is made. Assessment: RCTC will require all users to carry a transponder (see Section 21), which is inconsistent with the idea of allowing users to pay tolls using a mobile application. Therefore, a Mobile Payment Application will not be deployed. However, users will have access to a mobile website to access Express Lanes information and to make changes or payments to their account. Transportation Corridor Agency Mobile Application Interface 44 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 36 23. High Occupancy Vehicle Declaration Options Description: The primary function of HOV declaration is two-fold: 1) provide a mechanism to easily separate toll payers from those eligible to receive toll discounts, and 2) enable the efficient and effective enforcement of occupancy violations. Two methods of occupancy declaration were considered: the use of self-declaration lanes and switchable transponders. Recommendation: Identify HOV-3+ carpool customers via a switchable transponder. Background: There are different ways that express lanes can require toll-paying and toll-free vehicles to use the express lanes. In Southern California, the carpool declaration options generally fall under the “declaration lane” method (as used by the OCTA 91 Express Lanes and the Riverside 91 Express Lanes currently under construction), and the switchable transponder method (as deployed on the I-110 and I-10 ExpressLanes in Los Angeles County). Self-Declaration Lanes Many first generation express lanes involved conversion of pre-existing, barrier-separated HOV lanes with adequate right-of-way for positive separation between toll payers and carpoolers. Known as the “declaration lane” option, this was the mechanism designed and implemented on SR-91 in Orange County, the first express lanes facility which opened in 1995. It will also be utilized on the 91 Express Lanes that are under construction in Riverside County. Declaration lane solutions require eligible carpools to diverge from the main travel lanes to a separated lane at toll zones. These vehicles are charged an appropriate discounted or zero-value toll, and (if present) occupancy is validated by enforcement personnel via visual scan. Vehicles without a transponder are considered violators – the same as if they traveled through the main toll lanes without a transponder. Switchable Transponders This method provides a technological method for declaring carpool status on the express lanes through a “switchable” transponder, as implemented on I-10 and I-110 in Los Angeles. Switchable transponders allow the customer to self-declare their occupancy status on the transponder itself. The Los Angeles transponder transmits multiple identifications (IDs), in order to associate the correct toll for a vehicle Single occupancy vehicles (SOV) lane tolling zone with separate declaration lane FHWA Office of Operation/ Proposed I-95 Managed Lanes 45 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 37 based upon its occupancy status. These IDs can be associated with a single occupancy vehicle, HOV-2, and HOV-3+ setting directly on the transponder. For compliant HOVs, the user declares the vehicle’s status on the transponder (e.g., sliding the switch to “HOV2” or “HOV3+”), and the appropriate toll rate would be collected. If the same vehicle is being operated without the required occupancy, it would be required to declare appropriately on the transponder and the correct toll would be collected. If no transponder is present (or if it is malfunctioning), LPR (mounted on gantries or median poles) would be used to collect full toll payment from the user (regardless of occupancy status). Assessment: It is recommended that the I-15 Express Lanes use switchable transponders for declaring occupancy. Switchable transponders have been successfully deployed on other toll facilities in the state and nationally. Also, as compared to declaration lanes, switchable transponders are more inexpensive to deploy and do not require drivers to make weaving maneuvers while in the Express Lanes, which may improve operational efficiency. With the enforcement strategy described in Section 11, CHP will have the tools necessary to enforce the proper use of the switchable transponder so that violation rates can be kept to a minimum. Example Switchable Transponder 46 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 38 24. Express Lane Operations Facility Description: The I-15 Express Lanes will require a facility to house various components of the operations, including a walk-in customer service center, customer call center, back office operations, image processing, finance and administration, system administration and maintenance and traffic management center. RCTC will provide the facility and the toll systems provider will supply the equipment, systems and staff to perform the services. Recommendation: Locate the call center, customer service center and traffic management center and administration in close proximity to the Express Lanes. Background: As described in Sections 12-14, RCTC will have the responsibility for I-15 Express Lanes maintenance, traffic management and customer service functions. These functions would ideally be located in a single facility to centralize I-15 Express Lanes operations and create synergies associated with co-located services. Four toll agencies operate in Southern California and each of them has a facility or facilities which house the toll operations functions. Toll programs across the nation have experimented with remote staff working from a contractor owned or sub-contracted facility. While this model has been successful for some, it has the potential to degrade service, complicate supervisory functions and prohibit the synergy gained from co-location of services. The 91 Express Lanes toll operations staff is being provided under a joint agreement with OCTA. The 91 Express Lanes call center and walk in staff are located at a leased facility near SR-91 and McKinley Street in the city of Corona. The other toll operation services are located in a leased facility near SR-91 and Weir Canyon Road in the city of Anaheim. RCTC’s agreement with OCTA to share toll operation services expires in June of 2021. RCTC is currently procuring a toll operator for the I-15 Express Lanes which will require a facility to house the toll operator and RCTC toll operations staff, equipment and walk-in customer service location. 47 I-15 Express Lanes Project Toll Policy Report I-15 Express Lanes Project 39 Assessment: I-15 Express Lanes operations and maintenance are the responsibility of RCTC. To ensure that the goals for the I-15 Express Lanes are met, RCTC will be best served by co-locating the required services in a facility in close proximity to the I-15 Express Lanes. The 91 Express Lanes have set the precedent for local operations and customer service. Therefore, it is recommended that the customer service, traffic management and other administrative functions be located in the local area adjacent to the I-15 corridor, with a specific site to be determined. This facility will be referred to as the RCTC Operations Center, or ROC. 48 RESOLUTION NO. 19-004 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE 15 EXPRESS LANES TRANSPONDER AND CUSTOMER ACCOUNT FEE POLICIES WHEREAS, the Riverside County Transportation Commission (the Commission) is preparing to operate the 15 Express Lanes. WHEREAS, the Commission secured financing for the 15 Express Lanes based on certain assumptions regarding transponder and customer account fee revenue. WHEREAS, the intent of this Resolution is to establish the charge for providing transponders and other customer account related items and services (Account Fee Policies). WHEREAS, the Commission has the authority to adopt the Account Fee Policies as described herein. NOW, THEREFORE, be it resolved by the Riverside County Transportation Commission as follows. Section 1. The recitals set forth above are true and correct and are incorporated by reference as if fully set forth herein. Section 2. The Riverside County Transportatio n Commission hereby adopts the Account Fee Policies attached as Exhibit A to this Resolution. ATTACHMENT 3 49 2 APPROVED AND ADOPTED this 10TH day of April, 2019. Chuck Washington, Chair Riverside County Transportation Commission ATTEST: Lisa Mobley Clerk of the Board 50 3 Exhibit A 15 Express Lanes Transponder and Account Fee Policies Fee Type Fee Amount Sticker Transponder Fee (internal and external) $5.00 Switchable Transponder Fee (includes a sticker transponder) $15.00 Mailed Paper Statement Fee $2.00 Monthly Account Fee $2.00 Non-sufficient Fund Check Fee $25.00 Account Suspension Fee $25.00 Pay-by-plate Fee $2.00 51 15 EXPRESS LANES CUSTOMER TRANSPONDER ACCOUNT FEE POLICIES AND TOLL POLICIES Agenda Item 6 Jennifer Crosson –Toll Operations Manager 1 Process 2 •Presented to Toll Policy and Operations Committee – February 28, 2019 •10-day Public Notice Required •Public Hearing –Today’s Commission Meeting Two Resolutions 3 •Resolution No. 19-003 -Amended and Restated 15 Express Lanes Toll Policy Goals and Toll Policies •Resolution No. 19-004 -15 Express Lanes Transponder and Customer Account Fee 19-003 -Amended and Restated 15 Express Lanes Toll Policy Goals and Toll Policies 4 •Adopted in June of 2016 •Includes 24 toll policies needed to develop the project •One of the 24 policies to be considered for amendment –Clean Air Vehicle Discount 5 Agency issues transponder and verifies transponder is installed on CAV Agency places a statewide recognized code on the vehicle plate and transponder Agency where the plate and transponder is read issues discount based on plate and transponder code Discounted transaction posted to account Account holder registers CAV with their respective agency Ca. Toll Operators Solution Clean Air Vehicle (CAV) 19-004 –15 Express Lanes Transponder and Customer Account Fees 6 Fee Type Fee Amount Sticker Transponder Fee $5 Switchable Transponder Fee $15 Mailed Paper Statement Fee $2 Monthly Account Fee $2 Non-sufficient Funds Check Fee $25 Account Suspension Fee $25 Pay -by-plate Fee $2 Recommendation 7 1)Adopt Resolution No.19-003 the amended and restated 15 Express lanes toll policy goals and toll policies;and 2)Adopt Resolution No.19-004 the 15 Express Lanes Transponder and Customer Account fee policies QUESTIONS 8 AGENDA ITEM 8A Agenda Item 8A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Mark Lancaster, Right of Way Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On-Call Right of Way Support Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on-call right of way support services for a three-year term in an amount not to exceed an aggregate value of $3 million: a) Agreement No. 19-31-045-00 to Epic Land Solutions; b) Agreement No. 19-31-046-00 to Overland, Pacific, & Cutler; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. BACKGROUND INFORMATION: Right of way services are necessary to support current Commission projects and future highway and rail projects. The services provide include appraisal coordination, title/escrow services, acquisition, residential/business relocation, utility relocation coordination, eminent domain coordination, property management, right of way certification, and project closeout. In order to meet project schedules, control costs, and assure compliance with federal and state regulations and requirements related to right of way acquisition, staff recommends awarding contracts for on-call right of way support services with the work to be issued on an as-needed task order basis. Due to the amount of potential right of way support services required at this time, staff determined an award to two firms was in the Commission’s best interest. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement as it allows the Commission to identify the most advantageous proposals with price and other factors considered. Non-price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission’s needs for on-call right of way 52 Agenda Item 8A support services as set forth under the terms of the Request for Proposals (RFP) No. 19-31-045-00. RFP No. 19-31-045-00 for on-call right of way support services was released by staff on January 17. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Through PlanetBids, 46 firms downloaded the RFP; 7 of these firms are located in Riverside County. A pre-proposal conference was held on January 29 and attended by 6 firms. Staff responded to all questions submitted by potential proposers prior to the February 5 clarification deadline date. Six firms – Associated Right of Way Services (Pleasant Hill); Briggs Field Services (Fresno); Continental Field Service (San Bernardino); Epic Land Solutions (Riverside); Overland, Pacific & Cutler (Riverside); and Paragon Partners (Cypress) – submitted responsive and responsible proposals prior to the submittal deadline on February 19. Utilizing the evaluation criteria set forth in the RFP, the 6 proposals were evaluated and scored by an evaluation committee comprised of Commission staff. As a result of the evaluation committee’s assessment of the written proposals, the evaluation committee determined two firms – Epic Land Solutions and Overland, Pacific & Cutler – to be the most qualified firms to provide on-call right of way support services. The evaluation committee recommends contract awards to these two firms for a three-year term in the aggregate amount of $3 million, as these firms earned the highest total evaluation scores. The overall evaluation ranking, based on highest to lowest total evaluation score, and the average hourly rate are presented in the following table: Firm Price* Overall Ranking Overland, Pacific & Cutler $130.00 1 Epic Land Solutions $123.06 2 Paragon Partners $125.00 3 Associated Right of Way Services $191.66 4 Continental Field Service $137.50 5 Briggs Field Services $125.94 6 *Prices reflect average hourly rate for key personnel. The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre-qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission’s issuance of contract task orders to the consultants on an as-needed basis. The Commission’s model on-call professional services agreement will be entered into with each consultant firm, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. 53 Agenda Item 8A Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $ 250,000 $ 2,750,000 Source of Funds: 2009 Measure A, State Transportation Improvement Program, Federal, and Transportation Uniform Mitigation Fee funds Budget Adjustment: No N/A GL/Project Accounting No.: 002302 81403 00000 0000 210 73 81403 005104 81403 00000 0000 210 72 81403 005127 81403 00000 0000 210 72 81403 002317 81403 00000 0000 261 31 81403 003001 81403 00000 0000 222 31 81403 003038 81403 00000 0000 222 31 81403 003021 81403 00000 0000 262 31 81403 622402 81403 00000 0000 262 31 81403 004027 81403 00000 0000 265 33 81403 652402 81403 00000 0000 265 33 81403 653822 81403 00000 0000 265 33 81403 007201 81403 00000 0000 720 67 81403 007202 81403 00000 0000 720 67 81403 Fiscal Procedures Approved: Date: 03/11/2019 Attachment: Draft On-Call Professional Services Agreement 54 17336.00603\31171937.1 Agreement No. __-__-__- __ PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [___CONSULTANT___] FOR ON-CALL RIGHT OF WAY SUPPORT SERVICES Parties and Date. This Agreement is made and entered into this ___ day of _______, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [___NAME OF FIRM___] ("Consultant"), a [___LEGAL STATUS OF CONSULTANT e.g., CORPORATION___]. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on-call professional consulting services provided under this Agreement may be State Proposition 1B funds, Federal Highway Administration Funds (“FHWA”) administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). E. Consultant desires to perform and assume responsibility for the provision of certain on-call right of way support services in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant (“Task Order”). Consultant represents that it is experienced in providing such 55 17336.00603\31171937.1 3 services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call right of way support services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. [___USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] Commission has authorized Consultant to commence performance of the Services by a “Notice to Proceed” or "Limited Notice to Proceed" dated _____________. Consultant agrees that Services already performed pursuant to the “Notice to Proceed” or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [___USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre-Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work for which Federal 56 17336.00603\31171937.1 4 reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an “Authorization to Proceed”. 4. Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end three years from the date set forth above, unless extended by contract amendment. In no case shall the term of this Agreement exceed three (3) years. All Task Order work should be completed within the term. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's 57 17336.00603\31171937.1 5 work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates [___INSERT NAME OR TITLE___] to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [___LIST NAMES AND TITLES___], or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from 58 17336.00603\31171937.1 6 the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Task Orders; Commencement of Services; Schedule of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order (“Schedule”). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission’s Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation 59 17336.00603\31171937.1 7 and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be 60 17336.00603\31171937.1 8 required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby 61 17336.00603\31171937.1 9 acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. The overhead rates included in the attached Exhibit “C” shall be fixed for the term of the Master Agreement, and shall not be subject to adjustment, unless required by the applicable funding source. In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 62 17336.00603\31171937.1 10 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 63 17336.00603\31171937.1 11 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In 64 17336.00603\31171937.1 12 such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 65 17336.00603\31171937.1 13 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, FHWA, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its 66 17336.00603\31171937.1 14 subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “C” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the 67 17336.00603\31171937.1 15 sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 68 17336.00603\31171937.1 16 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). 69 17336.00603\31171937.1 17 Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property 70 17336.00603\31171937.1 18 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of Commission’s choosing), indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by 71 17336.00603\31171937.1 19 Commission, Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 72 17336.00603\31171937.1 20 31. Insurance. 31.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 31.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 31.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of 73 17336.00603\31171937.1 21 Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 31.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 31.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and 74 17336.00603\31171937.1 22 their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required 75 17336.00603\31171937.1 23 coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 31.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 31.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 31.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this 76 17336.00603\31171937.1 24 Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 31.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 31.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 32. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 33. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, 77 17336.00603\31171937.1 25 other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 34. Prohibited Interests. 34.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 34.2 Consultant Conflict of Interest (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 78 17336.00603\31171937.1 26 (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, nor any firm affiliated with Consultant will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise. (e) Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. 34.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 34.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 34.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 34.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually 79 17336.00603\31171937.1 27 performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 34.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 34.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 35. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 80 17336.00603\31171937.1 28 36. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 37. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 38. Disputes; Attorneys' Fees. 38.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 38.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 39. Time of Essence. Time is of the essence for each and every provision of this Agreement. 40. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 41. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor ______________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 42. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the 81 17336.00603\31171937.1 29 Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 43. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 44. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 45. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 46. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “F” (FTA Requirements) attached hereto and incorporated herein by reference 47. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 48. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 49. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 50. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 51. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality (“Confidential Communication”). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such 82 17336.00603\31171937.1 30 communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission’s attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 52. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 53. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 54. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 55. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 83 17336.00603\31171937.1 31 56. No W aiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 84 17336.00603\31171937.1 32 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE FOR RIGHT OF WAY SUPPORT SERVICES IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: ___________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 85 Exhibit A 17336.00603\31171937.1 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "E" - CONSULTANT DBE COMMITMENT EXHIBIT "F" - FTA PROVISIONS EXHIBIT “G” – LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT 86 Exhibit B-1 17336.00603\31171937.1 EXHIBIT "B" SAMPLE TASK ORDER FORM ON--CALL RIGHT OF WAY SUPPORT SERVICES REQUEST FOR TASK ORDER PROPOSAL Background The Riverside County Transportation Commission (the “Commission”) issued Request for Proposal No. 19-31-045-00 (the “RFP”), on January 17, 2019, to seek out a bench of qualified consultants to provide on-call right of way support services. Pursuant to the RFP, the Commission selected __ qualified firms to serve as on-call consultants for various right of way support services (“Consultants”). The RFP specified that the Commission will seek proposals from the selected firms for right of way support consulting projects, as needed. The selected firms are: _______________________________________________________________________. This Right of Way Support Services Request for Task Order Proposal (“Task Order RFP”) seeks the following services: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Process Timeline The Commission intends to award a rail/transit operations consulting services task order for the above described services (“Task Order”) pursuant to this Task Order RFP to the highest ranked proposal, subject to limitations, in accordance with the following timeline: a. Requests for Clarification The deadline for requests for clarification regarding this Task Order RFP is (INSERT DATE). Requests for clarification shall be submitted via email to ______________. b. Proposal Deadline Date i. The Commission will accept proposals submitted to the Commission office prior to (INSERT DATE and Time). ii. Proposals must be submitted to _______________ in _____________ format. Submittal Requirements Each proposal submitted in response to this Task Order RFP must include the following information 87 Exhibit B-2 17336.00603\31171937.1 in the order specified below. The proposal content and format is as follows: a. Proposals shall be typed and submitted on 8.5 x 11 inch paper. Charts and schedules may be included in 11” x 17” format, which will be counted as 2 pages and included in the total page count. Proposals should not exceed ___ pages in length, excluding any RCTC-provided forms or attachments. The beginning of a section must be clearly indicated between sections on a page. b. Proposals must include the following sections, organized as indicated. SECTION 1 – PROPOSAL LETTER Proposal Letter: This letter must be signed by a person or persons authorized to legally bind the Consultant to enter into the Task Order. SECTION 2 – QUALIFICATIONS OF FIRM AND PERSONNEL This section should identify the qualifications of the firm, the individuals and any subconsultants proposed to provide the Task Order services. These must be individuals proposed by Consultant in the original RFP. ii. Provide qualification information regarding your firm’s and the proposed personnel’s qualifications, descriptions of relevant projects previously performed and references for this particular Task Order RFP, including: (A) experience of your firm in performing similar services, and examples of such services, including references. Include any information that may be of value to the Commission in evaluating your firm’s qualifications for the Task Order services; (B) each key person who will perform the required services and their key role(s); (C) descriptions of the experience and qualifications of proposed key personnel; (D) descriptions of relevant projects previously performed by the proposed key personnel. Include what services were performed, the date of the project, and unique features of the project which would be beneficial to the Commission; and (E) a written assurance that the key individuals listed and identified will 88 Exhibit B-3 17336.00603\31171937.1 perform the work and will not be substituted with other personnel without the Commission’s prior approval. SECTION 3 – UNDERSTANDING AND APPROACH Describe the services and activities that your firm proposes to provide to the Commission. Include the following information: Demonstrate your firm’s understanding of the nature of the work and the approach to be taken. Provide an explanation of the approach to providing the services requested under this Task Order RFP. Describe how Consultant would tailor its services to meet the needs of the Commission addressing the tasks and discussing the deliverables. Include a detailed proposed timeline for completing the services. Provide a list of documents and/or information your firm anticipates needing from the Commission and its consultants to perform the services. SECTION 4 – PROPOSAL PRICING Proposal Pricing Form. Provide a proposed price for this Task Order request. Pricing shall itemize all items that will be charged to this Task Order, including anticipated mileage, printing or other direct cost categories previously identified in your firm’s Schedule of Other Direct Costs. Costs shall be segregated to show staff hours, rates, classifications, administrative overhead, and other direct costs, if any. Hourly rates must not exceed rates for classifications noted in the original RFP Evaluation Process a. Basis of Award Proposals will be evaluated in accordance with the stated evaluation criteria. The Commission reserves the right to award the contract not to a proposer with the highest ranked proposal, but to the proposal who will provide the best overall match to the task order requirements. The Commission also reserves the right to postpone a decision, request follow up material, or cancel or withdraw this request in its sole and absolute discretion. The Commission will award the Task Order to the best overall match to the Task Order RFP requirements and who serves the Commission’s interest. b. Evaluation Criteria – 100 total points possible 1. Qualifications of Firm and Personnel (INSERT NUMBER points max) Experience in performing work similar in nature and/or related to the work described in this Task Order RFP; appropriateness of personnel to their assigned work tasks; logic of project organization; adequacy of labor commitment. 89 Exhibit B-4 17336.00603\31171937.1 2. Understanding & Approach (INSERT NUMBER points max) Depth of Offeror’s understanding of Commission’s requirements listed in this Task Order RFP; understanding of the project issues and potential conflicts; and ability to meet deadlines. 3. Cost (INSERT NUMBER points max) Reasonableness of the total cost based on anticipated requirements; adequacy of data in support of figures quoted; basis on which prices are quotes. Proposer Price Score = Lowest Price Proposed X ____ Points Proposer’s Price Commission Rights a) The Commission shall not be liable for proposal preparation related expenses. b) The Commission retains the right to negotiate with the highest scoring Consultant if it chooses not to accept the proposal as offered. c) The Commission retains the right to consider any other factors it deems necessary to comply with federal and/or state law. d) The Commission retains the right to accept or reject any and all proposals, or any part thereof, at its discretion. e) The Commission retains the right to cancel, amend or withdraw the entire Task Order RFP. VI. Notification and Debriefing Consultants submitting a proposal pursuant to this Task Order RFP shall be informed of the Commission’s decision regarding award of the Task Order. Any Consultant not awarded a Task Order pursuant to this Task Order RFP may request an explanation regarding the strengths and weaknesses of its proposal. Such request must be made within ten (10) days of notification of Task Order award. 90 Exhibit D-1 17336.00603\31171937.1 EXHIBIT "D" FHWA/ CALTRANS REQUIREMENTS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. If this Agreement is federally funded, the Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. If this Agreement is federally funded, the Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, 91 Exhibit D-2 17336.00603\31171937.1 including employment practices when the Agreement covers a program whose goal is employment. 2. DEBARMENT AND SUSPENSION CERTIFICATION CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COMMISSION. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT-assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy, as the Commission deems appropriate. 4. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the 92 Exhibit D-3 17336.00603\31171937.1 prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non-DBE subcontractors. 5. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultants and subconsultants. 6. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 7. DBE PARTICIPATION Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the Caltrans DBE program, a final utilization report in the form provided by the Commission, and any other Caltrans required DBE forms. A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.” By obtaining DBE participation on this Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide overall DBE goal. 93 Exhibit D-4 17336.00603\31171937.1 B. This Agreement does not have a DBE goal, but DBE goals may be included with each task order request for proposals. If a DBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. E. A DBE may be terminated only with prior written approval from the Commission and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent for the termination, the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). 8. DBE PARTICIPATION GENERAL INFORMATION It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint-venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint-venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. 94 Exhibit D-5 17336.00603\31171937.1 E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors. 9 . COMMERCIALLY USEFUL FUNCTION A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 10. DBE CERTIFICATION AND DE-CERTIFICATION STATUS If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de-certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission’s Contract Administrator within 30 days. 11. DBE RECORDS A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each 95 Exhibit D-6 17336.00603\31171937.1 DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, “Final Report-Utilization of Disadvantaged Business Enterprises (DBE),” CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor’s authorized representative and shall be furnished to the Commission’s Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty- five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory “Final Report Utilization of Disadvantaged Business Enterprises (DBE)” is submitted to the Commission’s Contract Administrator. a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission’s Contract Administrator showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Commission’s Contract Administrator showing the amount paid by DBE trucking companies to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. b. The Contractor shall also submit to the Commission’s Contract Administrator documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans ”Monthly DBE Trucking Verification,” CEM-2404(F) form provided to the Contractor by the Commission’s Contract Administrator. 12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly 96 Exhibit D-7 17336.00603\31171937.1 sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers’ own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives 97 Exhibit D-8 17336.00603\31171937.1 the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant’s subconsultants completed and submitted the Certificate of subconsultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant’s proposal. If it is later determined that Consultant’s subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. 15. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 98 Exhibit E-1 17336.00603\31171937.1 EXHIBIT "E" CONSULTANT DBE COMMITMENT Consultant to Complete this Section 1. Local Agency Name: ________________________________________________________________________________________ 2. Project Location: ___________________________________________________________________________________________ 3. Project Description: _________________________________________________________________________________________ 4. Consultant Name: __________________________________________________________________________________________ 5. Contract DBE Goal %: ________________ DBE Commitment Information 6. Description of Services to be Provided 7. DBE Firm Contact Information 8. DBE Cert. Number 9. DBE % 99 AGENDA ITEM 8B Agenda Item 8B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Mark Lancaster, Right of Way Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for On-Call Right of Way Engineering and Surveying Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement 19-31-013-00 to Psomas to provide on-call right of way engineering and surveying services for a three-year term, in an amount not to exceed an aggregate value of $480,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultant under the terms of the agreement. BACKGROUND INFORMATION: Right of way engineering and surveying companies provide boundary maps, monumentation maps, survey control maps, records of survey, parcel or appraisal maps, lot line adjustments, and legal descriptions and plat maps, among other services. These companies also meet the requirements of Caltrans in providing base mapping and pre-construction and post-construction monumentation. The Commission utilizes these services when acquiring property for projects or to determine property boundaries on property already owned by the Commission. Often, the Commission will call on these companies to stake or mark the areas of a property that are proposed to be acquired, obtaining useful information for the Commission’s appraisers, right of way agents, and the property owners. The current on-call right of way engineering and surveying services contract will be expiring at the end of April 2019, hence staff is procuring a new on-call contract. 100 Agenda Item 8B Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 19-31-013-00 for on-call right of way engineering and surveying services was released by staff on December 11, 2018. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission’s Planet Bids website, which is accessible through the Commission’s website. Through Planet Bids, 37 firms downloaded the RFQ; 6 of these firms are located in Riverside County. A pre-submittal meeting was held on December 18 and attended by 12 firms. Staff responded to all questions submitted by potential proposers prior to the January 15 clarification deadline. Ten firms – David Evans and Associates (Ontario); Guida Surveying (Irvine); Hernandez, Kroone & Associates (San Bernardino); Huitt-Zollars (Ontario); MNS Engineers (Santa Barbara); Michael Baker International (Ontario); Overland, Pacific & Cutler (Long Beach); Psomas (Riverside); WestLand Group (Ontario); and Willdan Engineering (Anaheim) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on January 29. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission staff. As a result of the evaluation committee’s assessment of the written statements of qualifications, the evaluation committee shortlisted and invited two firms – Huitt-Zollars and Psomas – to the interview phase of the evaluation and selection process. Interviews were conducted on February 19. Subsequently, the evaluation committee determined Psomas to be the most qualified firm to provide on-call engineering and surveying services. As a result of the evaluation committee’s assessment of the written statements of qualifications and interviews, the evaluation committee recommends contract award to Psomas for a three- year term in the aggregate amount of $480,000, as this firm earned the highest total evaluation score. The on-call, indefinite delivery/quantity task order type contract does not guarantee work to the awardee; therefore, no funds are guaranteed to the consultant. Services will be provided through the Commission’s issuance of contract task orders to the consultant on an as-needed basis. Staff will review the task orders by analyzing costs and comparing consultant’s level of effort with similar task orders performed in the past. To ensure the consultant’s price is fair and reasonable, staff submitted the consultant’s cost proposal to Caltrans for approval of the consultant’s indirect cost rate. Additionally, the Commission’s internal auditor is auditing the consultant’s wages and other direct costs. 101 Agenda Item 8B The Commission’s model on-call professional services agreement will be entered into with the consultant firm, subject to any changes approved by the Executive Director and pursuant to legal counsel review. Staff oversight of the contract and task orders will maximize the effectiveness of the consultant and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $ 50,000 $430,000 Source of Funds: 2009 Measure A, State Transportation Improvement Program, Federal, and Transportation Uniform Mitigation Fee funds Budget Adjustment: No N/A GL/Project Accounting No.: 002302 81403 00000 0000 210 73 81403 005104 81403 00000 0000 210 72 81403 005127 81403 00000 0000 210 72 81403 002317 81403 00000 0000 261 31 81403 003001 81403 00000 0000 222 31 81403 003038 81403 00000 0000 222 31 81403 003021 81403 00000 0000 262 31 81403 622402 81403 00000 0000 262 31 81403 004027 81403 00000 0000 265 33 81403 652402 81403 00000 0000 265 33 81403 653822 81403 00000 0000 265 33 81403 007201 81403 00000 0000 720 67 81403 007202 81403 00000 0000 720 67 81403 Fiscal Procedures Approved: Date: 03/11/2019 Attachment: Draft On-Call Professional Services Agreement No. 19-31-013-00 102 17336.00603\31171937.1 Agreement No. 19-31-013-00 PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH PSOMAS FOR ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES Parties and Date. This Agreement is made and entered into this ___ day of _______, 2019, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and PSOMAS ("Consultant"), a CORPORATION. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on-call professional consulting services provided under this Agreement may be State Proposition 1B funds, Federal Highway Administration Funds (“FHWA”) administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). E. Consultant desires to perform and assume responsibility for the provision of certain on-call right of way engineering and surveying services in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 103 17336.00603\31171937.1 F. The Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call right of way engineering and surveying services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. [___USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] Commission has authorized Consultant to commence performance of the Services by a “Notice to Proceed” or "Limited Notice to Proceed" dated _____________. Consultant agrees that Services already performed pursuant to the “Notice to Proceed” or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [___USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED___] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre-Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work for which Federal reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an “Authorization to Proceed”. 104 17336.00603\31171937.1 4. Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end three years from the date set forth above, unless extended by contract amendment. All Task Order work should be completed within the term. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 105 17336.00603\31171937.1 7. Consultant's Representative. Consultant hereby designates [___INSERT NAME OR TITLE___] to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [___LIST NAMES AND TITLES___], or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 106 17336.00603\31171937.1 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Task Orders; Commencement of Services; Schedule of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order (“Schedule”). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission’s Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 107 17336.00603\31171937.1 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 108 17336.00603\31171937.1 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 109 17336.00603\31171937.1 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. The overhead rates included in the attached Exhibit “C” shall be fixed for the term of the Master Agreement, and shall not be subject to adjustment, unless required by the applicable funding source. In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 110 17336.00603\31171937.1 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s 111 17336.00603\31171937.1 Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by 112 17336.00603\31171937.1 Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California 113 17336.00603\31171937.1 Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, FHWA, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 114 17336.00603\31171937.1 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “C” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 115 17336.00603\31171937.1 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are 116 17336.00603\31171937.1 not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were 117 17336.00603\31171937.1 prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by 118 17336.00603\31171937.1 Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of Commission’s choosing), indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful 119 17336.00603\31171937.1 misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 120 17336.00603\31171937.1 31. Insurance. 31.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 31.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 31.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of 121 17336.00603\31171937.1 Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 31.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 31.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and 122 17336.00603\31171937.1 their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required 123 17336.00603\31171937.1 coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 31.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 31.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 31.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this 124 17336.00603\31171937.1 Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 31.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 31.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 32. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 33. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, 125 17336.00603\31171937.1 other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 34. Prohibited Interests. 34.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 34.2 Consultant Conflict of Interest (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 126 17336.00603\31171937.1 (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, nor any firm affiliated with Consultant will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise. (e) Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. 34.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 34.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 34.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 34.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually 127 17336.00603\31171937.1 performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 34.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 34.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 35. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 128 17336.00603\31171937.1 36. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 37. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 38. Disputes; Attorneys' Fees. 38.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 38.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 39. Time of Essence. Time is of the essence for each and every provision of this Agreement. 40. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 41. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: ______________________ Riverside County ______________________ Transportation Commission ______________________ 4080 Lemon Street, 3rd Floor ______________________ Riverside, CA 92501 Attn: ________________ Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 42. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the 129 17336.00603\31171937.1 Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 43. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 44. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 45. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 46. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “F” (FTA Requirements) attached hereto and incorporated herein by reference 47. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 48. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 49. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 50. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 51. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality (“Confidential Communication”). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such 130 17336.00603\31171937.1 communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission’s attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 52. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 53. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 54. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 55. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 131 17336.00603\31171937.1 56. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 132 17336.00603\31171937.1 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE FOR RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: ___________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 133 Exhibit A 17336.00603\31171937.1 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "E" - CONSULTANT DBE COMMITMENT EXHIBIT "F" - FTA PROVISIONS EXHIBIT “G” – LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT 134 Exhibit B-1 17336.00603\31171937.1 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. _______ Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: ______________ List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $_____,_____.00 Completion Date: _____________, 201__ The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: _________________ Dated: _________________ By: ________________________ By:________________________ 135 Exhibit D-1 17336.00603\31171937.1 EXHIBIT "D" FHWA/ CALTRANS REQUIREMENTS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. If this Agreement is federally funded, the Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. If this Agreement is federally funded, the Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, 136 Exhibit D-2 17336.00603\31171937.1 including employment practices when the Agreement covers a program whose goal is employment. 2. DEBARMENT AND SUSPENSION CERTIFICATION CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COMMISSION. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT-assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy, as the Commission deems appropriate. 4. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the 137 Exhibit D-3 17336.00603\31171937.1 prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non-DBE subcontractors. 5. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime consultants and subconsultants. 6. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 7. DBE PARTICIPATION Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the Caltrans DBE program, a final utilization report in the form provided by the Commission, and any other Caltrans required DBE forms. A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.” By obtaining DBE participation on this Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide overall DBE goal. 138 Exhibit D-4 17336.00603\31171937.1 B. This Agreement does not have a DBE goal, but DBE goals may be included with each task order request for proposals. If a DBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. E. A DBE may be terminated only with prior written approval from the Commission and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent for the termination, the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). 8. DBE PARTICIPATION GENERAL INFORMATION It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint-venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint-venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. 139 Exhibit D-5 17336.00603\31171937.1 E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors. 9 . COMMERCIALLY USEFUL FUNCTION A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 10. DBE CERTIFICATION AND DE-CERTIFICATION STATUS If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de-certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission’s Contract Administrator within 30 days. 11. DBE RECORDS A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each 140 Exhibit D-6 17336.00603\31171937.1 DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, “Final Report-Utilization of Disadvantaged Business Enterprises (DBE),” CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor’s authorized representative and shall be furnished to the Commission’s Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty- five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory “Final Report Utilization of Disadvantaged Business Enterprises (DBE)” is submitted to the Commission’s Contract Administrator. a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission’s Contract Administrator showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Commission’s Contract Administrator showing the amount paid by DBE trucking companies to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. b. The Contractor shall also submit to the Commission’s Contract Administrator documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans ”Monthly DBE Trucking Verification,” CEM-2404(F) form provided to the Contractor by the Commission’s Contract Administrator. 12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly 141 Exhibit D-7 17336.00603\31171937.1 sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers’ own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives 142 Exhibit D-8 17336.00603\31171937.1 the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant’s subconsultants completed and submitted the Certificate of subconsultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant’s proposal. If it is later determined that Consultant’s subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. 15. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 143 Exhibit E-1 17336.00603\31171937.1 EXHIBIT "E" CONSULTANT DBE COMMITMENT Consultant to Complete this Section 1. Local Agency Name: ________________________________________________________________________________________ 2. Project Location: ___________________________________________________________________________________________ 3. Project Description: _________________________________________________________________________________________ 4. Consultant Name: __________________________________________________________________________________________ 5. Contract DBE Goal %: ________________ DBE Commitment Information 6. Description of Services to be Provided 7. DBE Firm Contact Information 8. DBE Cert. Number 9. DBE % 144 AGENDA ITEM 8C Agenda Item 8C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Monica Morales, Management Analyst Lorelle Moe-Luna, Multimodal Services Director THROUGH: Anne Mayer, Executive Director SUBJECT: Riverside Transit Agency Fiscal Year 2018/19 Short Range Transit Plan Amendment WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve an increase to Riverside Transit Agency’s (RTA) Fiscal Year 2018/19 Local Transportation Fund (LTF) operating assistance allocation in the amount of $1.6 million; 2) Approve reductions to RTA’s FY 2018/19 2009 Measure A Western County Public Transit- Intercity Bus operating assistance allocation in the amount of $1,465,000 and 2009 Measure A Western County Public Transit-Consolidated Transportation Service Agency (CTSA) operating assistance allocation in the amount of $135,000; 3) Approve adjustments to the FY 2018/19 budget to increase LTF transit operating expenditures by $1.6 million and to decrease 2009 Measure A Western County Public Transit-Intercity Bus and Public Transit-CTSA transit operating expenditures by $1,465,000 and $135,000, respectively; and 4) Approve an amendment to RTA’s FY 2018/19 Short Range Transit Plan (SRTP) to reflect the swap of $1.6 million in 2009 Measure A Western County Public Transit funds with $1.6 million of available LTF. BACKGROUND INFORMATION: The Commission approves each public transit operator’s annual SRTP update in June and annual funding allocations in July. Typically, the public operators’ SRTPs for operating and capital needs are based on estimated amounts available, including projected revenues and reserve balances; therefore, modifications or amendments to refine funding requests may be reassessed mid-year or as necessary. SRTP amendments require Commission approval for changes to the annual operating or capital budgets. In May 2018, RTA’s Board of Directors adopted the FY 2018/19 operating budget based on the agency’s FY 2018/19 SRTP, which included operating allocations of $5,633,457 in 2009 Measure Agenda Item 8C A Western County Public Transit and $46,997,836 in LTF. In this SRTP amendment, RTA requests to swap $1.6 million in 2009 Measure A Western County Public Transit operating assistance allocations ($1,465,000 of Intercity Bus and $135,000 of CTSA) with $1.6 million of available LTF Western County Bus funds. This swap improves the timing of cash flows and preserves 2009 Measure A Western County Public Transit funds for future periods, as these 2009 Measure A funds are considered local operating revenues for farebox recovery purposes. This funding swap will not affect RTA’s farebox recovery ratio target of 16.72%, which it projects to exceed. Attachment 1 includes a revised FY 2018/19 SRTP Table 4 summary that highlights the proposed funding swap. The RTA Board of Directors approved this SRTP amendment at its February 2019 meeting. Staff recommends approval of the revised 2009 Measure A and LTF operating assistance allocations and SRTP amendment. Additionally, staff recommends adjustments to the FY 2018/19 budget to decrease 2009 Measure A Western County Public Transit operating expenditures and increase LTF operating expenditures in the amount of $1.6 million each. Financial Information In Fiscal Year Budget: No Year: FY 2018/19 Amount: $1.6 million Source of Funds: Local Transportation Funds Western County Bus, 2009 Measure A Western County Public Transit- Intercity Bus and CTSA Budget Adjustment: Yes GL/Project Accounting No.: LTF Western County Bus 002210 86101 00000 0000 601 62 86101 $1,600,000 2009 Measure A Western County Public Transit 269 62 86101 ($1,465,000) Intercity Bus 270 62 86101 ($135,000) CTSA Fiscal Procedures Approved: Date: 03/14/2019 Attachments: 1) Revised SRTP FY 2018/19 Table 4 2) RTA Staff Report, February 28, 2019 Riverside Transit Agency FY 2018/19 Summary of Funds Requested Short Range Transit Plan Table 4 - Summary of Funds Requested for FY 2018/19 Amendment #1 Project Description Capital Project Number Total Amount of Funds LTF STA State of Good Repair (SGR) STA 5 Measure A Operating Assistance Section 5307 - Riv-San Bernardino Section 5307 - Murrieta/ Temecula/ Menifee Section 5307 - Hemet 1 CMAQ 4 Section 5310 Section 5311 7 Section 5339 Bus & Bus Facilities 8 LCTOP Farebox Other Revenue Operating Assistance 44,856,614 38,394,264 3,393,882 2,500,000 568,468 Operating Assistance (256,490) 1,208,510 (1,465,000) - - Operating Assistance - CTSA 939,575 939,575 Operating Assistance - CTSA 256,490 391,490 (135,000) Capitalized Preventive Maintenance 8,375,000 1,675,000 5,200,000 1,500,000 Capital Cost of Contracting 3 8,125,000 1,625,000 4,000,000 2,500,000 ADA Complementary Paratransit Service 3 1,937,500 387,500 1,100,000 450,000 JARC Operating Assistance 9 1,860,160 837,072 837,072 186,016 Travel Training 4 408,773 408,773 RapidLink Operating Assistance 1 1,800,000 447,000 1,161,000 86,000 106,000 Route 200: 91 Express Service 5 2,700,000 1,475,000 900,000 325,000 PVL Feeder Services (Rtes 26,52,54) 2 1,087,000 1,087,000 Route 54F: FOL Shuttle 2 74,757 74,757 Route 205 5 450,000 400,000 50,000 Route 19 Frequency Expansion 1,325,000 1,126,250 198,750 Route 28 Frequency Expansion 291,337 262,203 29,134 Fare Study 160,000 32,000 128,000 OPEB Expense 1,600,000 1,600,000 Farebox (Cash, Coin, Tickets, Passes)8,745,353 8,745,353 Interest Income 300,000 300,000 Advertising Revenue 15,000 15,000 CNG Sales 100,000 100,000 LCFS Credits 400,000 400,000 RINs Credits 1,000,000 1,000,000 Medi-Cal Reimbursement 1,050,000 525,000 525,000 Wentworth Lease 65,840 65,840 Subtotal: Operating $87,666,909 $48,597,836 $0 $0 $4,033,457 $11,265,072 $4,450,000 $2,500,000 $1,161,000 $408,773 $568,468 $0 $1,474,453 $10,802,010 $2,405,840 Revenue Vehicles - (33) COFR Replace FY19-1 7,239,953 1,085,993 6,153,960 Revenue Vehicles - (29) DAR Repl FY19-2 3,029,005 454,351 2,574,654 Non-Revenue Vehicles - (8) cars, (1) truck FY19-3 266,726 53,345 213,381 Capitalized Tire Lease FY19-4 350,535 70,107 280,428 Associated Transit Improvements FY19-5 200,000 40,000 160,000 Facility Maintenance FY19-6 897,036 179,407 717,629 Information Systems FY19-7 1,846,665 369,333 600,000 877,332 Hemet Mobility Hub 7 FY19-8 406,936 81,387 - 325,549 Hemet Mobility Hub 7 FY19-8 2,032,203 406,441 - 1,625,762 Operations & Maintenance Facility 7 FY17-9 (2,032,203) (406,441) - (1,625,762) Operations & Maintenance Facility FY19-9 10,000,000 10,000,000 Facilities & Fuel Station Enhancements FY19-10 1,856,095 1,856,095 H-D CNG Revenue Vehicles (14) Replace.FY19-11 10,000,000 10,000,000 Subtotal: Capital $36,092,951 $0 $22,333,923 $1,856,095 $0 $10,259,624 $0 $1,317,760 $0 $0 $0 $325,549 $0 $0 $0 Total: Operating & Capital $123,759,860 $48,597,836 $22,333,923 $1,856,095 $4,033,457 $21,524,696 $4,450,000 $3,817,760 $1,161,000 $408,773 $568,468 $325,549 $1,474,453 $10,802,010 $2,405,840 1 RapidLink Operating Assistance utilizes FY15 CMAQ grant CA-95-X296 (FTIP No: RIV151211). 2 PVL routes funded with RCTC CMAQ grant, which is farebox recovery ratio allowable. 3 Includes DAR Plus Costs, formerly partially funded with Measure A but now using LTF. 4 Travel Training will use remainder of existing CalTrans 5310 (Standard Agreements 644532 & 644539) awarded December 2015 plus new 5310 grant (expected to be awarded by July 2018). 5 Route 200 and 205 partially funded with Commuter Assistance Measure A (vs CTSA or Western County Bus Measure A). 7 Section 5339 Bus and Bus Facilities - Small Urban funding is FY2017 apportionment. FY15 5339 Bus and Bus Facilities - Urban being re-programmed from Central Operations & Maintenance Facility project. 8 LCTOP funding programmed herein is less than the amount provided by Caltrans. RTA is only programming expected need. LCTOP funding used for operating is farebox allowable revenue. 9 Routes 3D, 3C, 30, 33, 40, 42, 61, 74, 79, 212, 217D, 217C ATTACHMENT 1 RIVERSIDE TRANSIT AGENCY 1825 Third Street Riverside, CA 92507 February 28, 2019 TO: BOARD OF DIRECTORS THRU: Larry Rubio, Chief Executive Officer FROM: Craig Fajnor, Chief Financial Officer SUBJECT: Request Authorization to Amend the Fiscal Year 2018/2019 (FY19) Short Range Transit Plan (SRTP) and Operating Budget Summary: At their May 24, 2018 meeting, the Agency Board of Directors adopted the original FY19 Operating Budget, Capital Budget, and SRTP. The FY19 Operating Budget is $87,666,909 and the FY19 Capital Budget is $36,092,951. These budgets, as an integral part of the SRTP, support the Agency mission and goals of providing safe, reliable, and cost effective transportation while increasing ridership and being fiscally responsible with taxpayer funds. Since the May 2018 Board of Directors Meeting and the start of the FY19, one item requires consideration to adjust the Board-approved FY19 Operating budget – with a net zero impact. Swapping Measure A funds for Local Transportation Funds (LTF) As background, the FY19 SRTP and Board-approved Operating Budget includes both LTF and Measure A funding for a significant portion (60%) of the approved operating budget. LTF (54%) and Measure A (6%) funding is programmed in the amounts of $46,997,836 and $5,633,457, respectively. While both funding sources “pay the bills”, an important distinction between the two is Farebox Recovery Ratio (FRR) allowability. As a reminder, the state’s Transportation Development Act (TDA) requires public transportation operators to achieve or exceed a minimum ratio of farebox revenues to total operating expenses to be eligible for TDA funds (i.e. – LTF and State Transit Assistance or STA). Minimum FRR requirements are as follows: •20% for service in an urban area •10% for service in a rural area •10% for demand response service ATTACHMENT 2 148 As the Agency provides all three of these services, we are subject to a blended target of these three ratios based on the budgeted costs of these services in a given fiscal year. LTF is the Agency’s largest operating revenue source, but it does not count toward farebox recovery. However, Measure A funds do count. While Measure A usually constitutes a very small percentage of operating revenue, due to counting toward FRR, any amount is considered precious. For FY19, the Agency’s FRR target is 16.72%. Based on the Board- approved FY19 Operating Budget, our budgeted FY19 FRR is 22.57%. Through the month of January 2019, our actual FRR is 27.46%. With meeting or exceeding the FRR target for FY19 very likely, staff recommends swapping a portion of its programmed Measure A for an equivalent amount of LTF. Doing so serves several important purposes: • Keeps the FY19 budget fully funded • Improves cash flow • Preserves valuable Measure A for future fiscal years as a farebox- allowable revenue source • As the Agency maximizes the use of non-LTF revenues every fiscal year, any operating budget underrun is returned to RCTC for future use For the FY19, staff is recommending swapping $1,600,000 of Measure A for an equivalent amount of LTF. RCTC staff supports this request. Fiscal Impact: The current board-adopted FY19 Operating Budget is $87,666,909. The changes discussed above represent a net impact of $0. Thus, the revised FY19 Operating Budget remains unchanged at $87,666,909. This amount is fully funded with Federal, State, local and other revenue sources. Further, the Agency will meet or exceed the mandatory Farebox Recovery Ratio target of 16.72% for FY19. FY19 Capital Budget remains unchanged at $36,092,951. This amount is fully funded with Federal, State, and local revenue sources. 149 Committee Recommendation: This item was discussed at the Board Budget and Finance Committee meeting of February 6, 2019. The committee members unanimously approved and recommended this item to the full Board of Directors for their consideration. Recommendation: • Authorize the proposed mid-year change to the FY19 Operating Budget. • Direct staff to seek full RCTC approval of the requested change identified in this report. • Direct staff to prepare appropriate amendments to the FY19 SRTP as a result of this action. • Direct staff to modify all procurement documentation impacted by the changes identified in this request. 150 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Jillian Guizado, Legislative Affairs Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt the following bill position: a) AB 626 (Quirk-Silva); and 2) Receive and file an update on state and federal legislation. DISCUSSION: State Update On March 11, 2019, Governor Newsom announced a legislative proposal as part of his housing package for 2019. The Governor’s latest proposal builds upon statements the Governor previously made in January 2019 tying housing production in local jurisdictions to receipt of Senate Bill 1 Local Streets and Roads funds. As part of this proposal, $750 million is being offered to local jurisdictions to support and incentivize planning and zoning that address the Governor’s housing goals. It is worth noting at this point, this is just a proposal; legislation still must be introduced by the Assembly or the Senate and go through the formal legislative process. Staff will be monitoring movement on this proposal in the legislature and encourages each of the cities and the County to follow this closely, as well, and utilize advocacy organizations to receive jurisdiction-specific information and to communicate your jurisdictions concerns. The Commission’s adopted legislative platform opposes legislation such as what the Governor proposed. AB 626 (Quirk-Silva) – Staff Recommendation: OPPOSE The Commission’s procurement and contracting practices are established in various state and federal laws, as well as its Procurement Policy Manual. Currently, the Commission has sufficient flexibility to structure its procurements in such a way that contracted firms are able to participate in multiple work phases, should the Commission have that need or desire. Additionally, the Commission has the ability to determine on a case-by-case basis whether a potential, actual, or 151 Agenda Item 9 perceived conflict of interest exists for firms proposing on subsequent portions/phases of a project when they have performed services on prior portions/phases of the project. AB 626, authored by Assemblymember Sharon Quirk-Silva and sponsored by the American Council of Engineering Companies, seeks to specifically dictate under Government Code Section 1091.5 that professionals who provide preliminary design, preconstruction, plans and specifications, or planning services on one phase of a project are deemed not to have a conflict of interest in subsequent project phases. Staff believes AB 626, as currently written, may limit competition and/or provide an unfair competitive advantage on Commission projects, prevent the Commission from holding contractors liable for work performed, and/or allow for potential, actual, or perceived conflicts of interest. These outcomes would disadvantage the Commission and taxpayers and would threaten the public’s and contractors’ trust in the fairness of the Commission’s processes. Staff’s recommended oppose position on AB 626 is in line with the Commission’s adopted 2019 State and Federal Legislative Platform, which includes a principle under “Protect Our Authority and Revenue” to “oppose legislation that amends procurements law in a manner that increases the Commission’s exposure to litigation, costs, decreased private sector competition, conflicts of interest, or deviation from best practices.” Federal Update Also on March 11, 2019, President Trump released his 2020 budget proposal, which recommended a 22 percent cut to transportation. The President’s budget proposal is just the first step in the budget process. Each chamber is responsible for drafting a budget bill that moves through the formal legislative process. Staff will follow the Federal Fiscal Year 2020 budget process closely and, as necessary, will advocate for Congress to appropriate funds for 2020 in line with the amounts authorized under the Fixing America’s Surface Transportation (FAST) Act. On March 4, 2019, the Commission submitted an application to the U.S. Department of Transportation seeking $75 million for a network of three projects on the State Route 91 corridor: the 15/91 Express Lanes Connector, the 91 Corridor Operations, and the 71/91 Interchange Projects. The Infrastructure for Rebuilding America program is a highly competitive national grant program and the success rate for applicants in the previous round of funding was 11 percent. The entire House of Representatives delegation from Riverside County and several Members representing Orange and San Bernardino Counties have declared their support for RCTC’s grant application, as well as Senator Feinstein. More than 400 members of the public signed-on in support of RCTC’s effort, in addition to several local and regional organizations, including cities and chambers of commerce. The city of Corona and the Orange County Transportation Authority have provided tentative commitments of matching funds, which will increase the application’s competitiveness. Commission staff and lobbyists will continue advocacy activities to pursue this grant, as a successful award would enable all three projects to move forward expeditiously while enabling the Commission to make substantial progress on its Western County Highway Delivery Plan, which is oversubscribed. 152 AGENDA ITEM 10 Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 10, 2019 TO: Riverside County Transportation Commission FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Modifications to 2019 Call Box Program Upgrade/Reduction Plan STAFF RECOMMENDATION: This item is for the Commission to approve modifications to the 2019 Call Box Upgrade and Reduction Plan (CB Plan) approved at the March Commission meeting. BACKGROUND INFORMATION: In 1986, the Commission established itself as the Riverside County Service Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFEs in California was to provide call box services and, with excess funds, provide additional motorist aid services. Acting in its capacity as the RC SAFE, the Commission currently operates a Motorist Assistance program within Riverside County’s freeway and highway system that is comprised of three components: 1) call boxes, 2) freeway service patrol (FSP), and 3) 511 traveler information services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. The call box system was developed before the proliferation of mobile phones as a means to request motorist assistance. The demand for call boxes continues to decline, and call boxes are nearing obsolescence much like the pay phones and phone booths due to mobile phone ownership trending upward, the widespread coverage of cellular service with increasing number of cell sites, and the availability of other motorist aid services such as FSP or in-vehicle systems to request emergency assistance. However, there are still highway users that do not have a cell phone or may find themselves in a situation where assistance is not accessible (dead battery or no cell coverage). Thus, Commission staff continuously evaluates the call box system with a goal to operate a strategic but efficient service for motorists in need, resulting in reductions to the system at regular intervals after obtaining Commission approval. In March 2019, the Commission approved the following actions that further reduce the call box footprint and necessary upgrade (3G to 4G) and maintenance costs moving forward, but also maintain a responsible “lifeline” for motorist traveling in Riverside County: • Implementation of the CB Plan resulting in a system reduction of 83 call boxes, decreasing the number of units from 234 to 151, a 35 percent reduction. The reduction criteria 153 Agenda Item 10 applied included: a) units with low usage, b) units in urban areas and/or with FSP service, and c) all B and C site type configurations, except nine critical units on I-10 and SR-243. • CASE Systems, Inc. (CASE) amendment ($275,000) to provide call box removal and upgrade services consistent with the CB Plan and for the continued provision of call box maintenance services through June 30, 2020; • San Bernardino County Transportation Authority (SBCTA)/Orange County Transportation Authority (OCTA) agreement ($180,000) for the reimbursement of call answering center services related to the operation of call answering center services associated with the call boxes and future 511 motorist assistance services; and • Sunset the Call Box Program at the end of Fiscal Year (FY) 2023/24 or in conjunction with the next system upgrade from 4G to 5G, whichever comes first. The CB Plan was approved with understanding that requests by Commissioners to further analyze and reconsider certain call box removal locations will be followed up by staff and any resulting modification recommendations to the CB Plan would be brought back directly to April meeting for Commission approval. DISCUSSION: Several requests were submitted by Commissioners during and after the March meeting to further analyze and reconsider call boxes on particular highways. Commissioners also shared program improvement suggestions. The highways that Commissioners requested to revisit were all in eastern Riverside County and included more rural segments along I-10, SR-78, SR-86, SR-111, and US-95. Reconsideration for Call Boxes on Highways of Concern • Interstate 10: There are currently 94 call boxes on I-10 that received a combined 523 calls in FY 2018, including 106 emergency calls. In total, 12 call boxes (six pairs) were approved for removal due to having B and C call box site type configurations. Call boxes are typically placed on highways in “pairs”, one on each side of the highway. Sixty-six requests for motorist aid and five emergency calls were received from these boxes in FY 2018. Each of the 12 boxes are located within one mile of another call box. Therefore, with their removal, the spacing will go from one mile to two miles in those areas. No modification is recommended to the CB Plan for I-10. • State Route 78: There are currently three call boxes on SR-78 that received a combined three calls in FY 2018, including one emergency call. In total, all three boxes were approved for removal due to low usage. The northern most call box is located 100 meters from a grocery store and had zero calls in FY 2018. Moving south, the next call box is two miles from the same grocery store and had one call in FY 2018. The southernmost call box received two calls in FY 2018. Despite low usage, this particular call box is located five miles from any available service. Therefore, a modification to keep this one call box (not remove) is recommended to the CB Plan for SR-78. 154 Agenda Item 10 • State Route 86: There are currently eight call boxes (four pairs) on SR-86 that received a combined 12 calls in FY 2018, including four emergency calls. In total, all eight boxes were approved for removal due to low usage and/or proximity to amenities/service. The northernmost pair of boxes is located one-half mile from a gas station and had a combined seven calls in FY 2018. Moving south, the next call box pair is 1.4 miles from a shopping center and had four calls in FY 2018. The two southern most call box pairs combined received one call in FY 2018. Despite low usage, these particular pairs are located two to three miles from any available service. Therefore, a modification to keep (not remove) these two call box pairs (four call boxes) is recommended to the CB Plan for SR-86. • State Route 111: There are currently three call boxes on SR-111 that received a combined seven calls in FY 2018, including six emergency calls. In total, one call box was approved for removal due to being a B site type configuration. This call box received three calls in FY 2018 and is two miles from the nearest gas station. No modification is recommended to the CB Plan for SR-111. • U.S. Route 95: There are currently two call boxes on US-95 that received a combined zero calls in FY 2018. Both call boxes were approved for removal due to being a C site type configuration and low usage. One call box is six miles north of a gas station and the other is 12 miles north of a gas station. Despite the long distances from any amenity/service, only one call between the two call boxes has been made in the last four years. Therefore, no modification is recommended to the CB Plan for US-95. Additional Program Considerations In addition to highways to reconsider, staff received additional suggestions such as applying traffic volumes or adjacency as filters to consider when evaluating the system and to deploy additional 511 signage. • Traffic Volumes: A preliminary analysis on a few routes found that traffic volume was not a reliable indicator of call box need/usage to apply systemwide. For example, for the 12 miles from the state line on I-10, the average use for the first 6 miles is 2.7 calls per year per call box and the next adjacent 6 miles is 7.5 calls per year per call box. The traffic volumes largely remain the same; however, the use in one case is almost three times greater. Traffic volumes have been applied as a metric, albeit indirectly, in that the highest traffic volume segments within Riverside County are currently served by Freeway Service Patrol (FSP). FSP was used as a reduction criteria and as such eliminated nearly all the call boxes on the western edge of Riverside County. • Adjacency: Currently, there are only 31 remaining boxes systemwide that are within one mile of another call box or amenity. These boxes (12 pairs on I-10 in District 4, three pairs on SR-60 in Banning/Beaumont, and one call box in Lake Elsinore) were not recommended for removal due to a combination of considerations including usage, grade, and lack of availability of services/amenities (hours). For example, the one box that is located on a 155 Agenda Item 10 graded segment of SR-74 east of Lake Elsinore is actually in the parking lot of a diner that is open 8 a.m. - 5 p.m. daily. However, outside of those times, there is not another service in either direction for more than four miles. • 511 Signage: As part of the call box program optimization and award to a new call answering center vendor approved at the March meeting, staff is developing a “mobile” 511 call box program to be launched in 2020. This enhancement will allow motorists with cell phones to request motorist aid by dialing 511. Included in that effort will be an outreach campaign to educate motorists of the new service and the potential for additional highway 511 signage to increase public awareness of the service. In total, the recommended modifications result in five call boxes that were previously slated for removal in the CB Plan to be retained and upgraded. Annual maintenance costs for these five call boxes is projected to be $2,280 ($456 per box) in FY 2020. The costs for upgrading five call boxes to 4G will be $4,110 ($822 per call box). The total FY 2020 costs for the five call boxes will be $6,390. When compared to the $2,000 removal costs ($400 per box x 5) originally recommended, the incremental costs to keep and maintain these five boxes in FY 2020 is $4,390. The financial impact of this modification through the approved sunset of the call box program at the end of FY 2024 (five years) is an incremental $14,500. RECOMMENDATION Staff recommends the Commission approve the modifications to the CB Plan. The revised CB Plan reduces the current system from 234 to 156 call boxes, with the removal of 78 units reflecting a 33 percent reduction. No modifications are needed to the accompanying agreements approved at the March meeting. The cost for a call box removal is similar to that of one full year of maintenance. Therefore, no additional contract budget modifications are necessary to the CASE amendment. Additionally, the modifications to the CB Plan have no bearing to the shared call answering center agreement with SBCTA/OCTA. Upon Commission approval of the modified CB Plan and execution of the amendment with CASE, a notice to proceed for the upgrades of call boxes to be retained will be issued to CASE. Concurrently the approved reduction plan will be submitted to the California Highway Patrol (CHP) and Caltrans for review and approval. Upon CHP and Caltrans’ approval, a notice to proceed will be issued to CASE for the decommission and permanent removal of the identified call boxes. 156 Agenda Item 10 Financial Information In Fiscal Year Budget: N/A N/A Year: FY 2019/20 FY 2020/21+ Amount: $4,390 $10,110 Source of Funds: SAFE (Department of Motor Vehicle registration fees) Budget Adjustment: N/A N/A GL/Project Accounting No.: 002174 73301 00000 0000 202 45 73301 002174 81016 00000 0000 202 45 81002 Fiscal Procedures Approved: Date: 04/02/2019 Attachment: Riverside County Map reflecting the modified 2019 Call Box Upgrade and Reduction Plan 157 Call Box ProgramMap - Modified 2019 Call Box Program Upgrade and Reduction Plan158 CALL BOX PROGRAM OPTIMIZATION UPDATE Riverside County Transportation Commission April 10, 2019 Brian Cunanan, Commuter and Motorist Assistance Manager External Affairs Department 1 Call Box Program Optimization Plan Update 2 •Recap March Approvals •Post Board Suggestions & Requests •Resulting Recommendations •Modified Call Box Plan Impacts Call Box Program March Board Approval: 3 Call Box Upgrade and Reduction Plan Reduce from 234 to 151 call boxes (35% reduction) CASE Systems Amendment to provide call box removal and upgrade services, and for the continued provision of maintenance services through June 30, 2020 ($275,000) SBCTA (& OCTA) Agreement for shared call answering services for call box operations and future 511 motorist assistance services ($180,000) Program Sunset (end of FY 2023/24) or in conjunction with the next system network upgrade, whichever comes first Call Box Program 4 •3G Network Obsolete after Dec. 31, 2019 •234 Call Boxes (Current) •4G Upgrade Cost: $211K one-time (~$900 x 234 units) •Projected Maintenance Costs: $560K over 5 years Approved 2019 Call Box Plan •Reduction Criteria -Low use, urban areas and/or with Freeway Service Patrol, B & C site type call boxes –83 Removals •Reduce to 151 Call Boxes •4G Upgrade Cost: $136K one-time (~$900 x 151 units) •Projected Maintenance Costs: $362K over 5 years Call Box Program 5 Approved 2019 Call Box Plan Map Call Box Program Commissioner Requests/Suggestions: 6 •Highways of Concern: •Suggestions: –Traffic Volumes –Adjacency –511 Signage/Outreach •Highways of Concern: •Suggestions: –Traffic Volumes –Adjacency –511 Signage/Outreach Call Box Program Commissioner Requests/Suggestions: 7 …was not a reliable indicator of call box usage to apply system wide. For example, the first 12 miles from the state line on I-10, the traffic volumes largely remain the same, however, usage varies up to 3x between the first and second halves of that stretch. •Highways of Concern: •Suggestions: –Traffic Volumes –Adjacency –511 Signage/Outreach Call Box Program Commissioner Requests/Suggestions: 8 There are 31 call boxes within one mile of another call box or service that were NOT recommended for removal due to a combination of considerations including usage and grade. •Highways of Concern: •Suggestions: –Traffic Volumes –Adjacency –511 Signage/Outreach Call Box Program Commissioner Requests/Suggestions: 9 “Mobile” 511 call box program will launch in 2020. Included in that effort will be an outreach campaign to educate motorists of the new service and potential for additional highway 511 signage in the future to help increase awareness. Approved 2019 Call Box Optimization Map 10 Highways of Concern: Call Box Program I-10 11 The 12 call boxes (6 pairs) are all B or C sites. The call boxes being removed are all currently located within 1 mile of another call box. With removal of these call boxes the spacing will go from 1 mile to 2 mile spacing in those areas. 12 call boxes of the 94 total on the I-10 are slated for removal in the approved Call Box Plan due to all being B & C site type configurations. Call Box Program I-10 12 Call box spacing to go to 2 mile intervals FY18 usage: 11 calls (8 motorist aid, 1 fire, 1 pedestrian, 1 medical) Call box spacing to go to 2 mile intervals FY18 usage: 13 calls (12 motorist aid, 1 bicyclist) Call box spacing to go to 2 mile intervals FY18 usage: 47 calls between 8 call boxes (46 motorist aid, 1 accident) 12 call boxes of the 94 total on the I-10 are slated for removal in the approved Call Box Plan due to all being B & C site type configurations. Call Box Program SR78 13 3 call boxes of the 3 total on SR78 are slated for removal in the approved Call Box Plan due to low usage. REVISED RECOMMENDATION TO KEEP 1 CALL BOX 5 MILES FROM ANY SERVICE. Call box is less than 100 meters from a grocery store open 7am-7pm Call box is 2 miles from the same grocery store FY18 usage: 0 calls FY18 usage: 1 call (asking for directions to a pay phone) Call box is 5 miles from any services FY18 usage: 2 calls (pedestrian, motorist aid) Call Box Program SR78 14 3 call boxes of the 3 total on SR78 are slated for removal in the approved Call Box Plan due to low usage. REVISED RECOMMENDATION TO KEEP 1 CALL BOX 5 MILES FROM ANY SERVICE. Call box is less than 100 meters from a grocery store open 7am-7pm Call box is 2 miles from the same grocery store FY18 usage: 0 calls FY18 usage: 1 call (asking for directions to a pay phone) Financial Impact: $3,300 Total upgrade and maintenance costs through FY24 --------------------------- •Upgrade Costs = ~$900 (one-time) •Maintenance Costs = ~$2,400 (thru end of FY24) Recommendation to KEEP (not remove) due to distance from services Call box is 5 miles from any services FY18 usage: 2 calls (pedestrian, motorist aid) Call Box Program SR86 15 2 call boxes (1 pair) are less than ½ mile from a gas station. 2 call boxes (1 pair) are 1.4 miles from a shopping center FY18 usage: 4 calls (4 motorist aid) 4 call boxes (2 pairs) are 2-3 miles from a gas station. FY18 usage: 1 call only between all 4 boxes (pedestrian) FY18 usage: 7 calls (1 medical, 1 false alarm, 1 no response, 2 motorist aid, 2 reporting fire) 8 call boxes of the 8 total on SR86 are slated for removal due to low usage and/or proximity to amenities/services. REVISED RECOMMENDATION TO KEEP 4 OF THE 8 TOTAL CALL BOXES. Call Box Program SR86 16 2 call boxes (1 pair) are less than ½ mile from a gas station. 2 call boxes (1 pair) are 1.4 miles from a shopping center FY18 usage: 4 calls (4 motorist aid) 8 call boxes of the 8 total on SR86 are slated for removal due to low usage and/or proximity to amenities/services. REVISED RECOMMENDATION TO KEEP 4 (2 PAIRS) OF THE 8 TOTAL CALL BOXES. 4 call boxes (2 pairs) are 2-3 miles from a gas station. FY18 usage: 1 call only between all 4 boxes (pedestrian) FY18 usage: 7 calls (1 medical, 1 false alarm, 1 no response, 2 motorist aid, 2 reporting fire) Recommendation to KEEP (not remove) due to distance from services Financial Impact: $13,200 Total upgrade and maintenance costs through FY24 --------------------------- •Upgrade Costs = ~$900 x 4 boxes (one-time) •Maintenance Costs = ~$2,400 x 4 boxes (thru end of FY24) Call Box Program 17 1 call box of the 3 total on SR111 is slated for removal due to being a B site type configuration. 1 call box slated for removal –“B” site type. Nearest gas station is 2 miles FY18 usage: 3 calls (2 pedestrian, 1 medical) 2 call boxes (1 pair) of the 3 on SR111 will remain SR111 Call Box Program US95 18 A total of 2 call boxes (of the 2 total) are slated for removal due to low usage and both are C site type configurations. FY18 usage: 0 calls; In the last 4 years only 1 call was made from these call boxes. Call box pair is 12 miles north of a gas station. Call box pair is 6 miles north of a gas station. Call Box Program 19 Modified 2019 Call Box Plan Map Recommendation to KEEP (not remove) five (5) call boxes. Total Financial Impact: $16,500 Total upgrade and maintenance costs through FY24 Call Box Upgrade and Reduction Plan Reduce from 234 to 151 call boxes (35% reduction) 156 call boxes (33% reduction) QUESTIONS 20