HomeMy Public PortalAbout03 March 11, 2020 CommissionRIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
MEETING AGENDA
TIME/DATE: 9:30 a.m. / Wednesday, March 11, 2020
LOCATION: BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside
COMMISSIONERS
Chair — Ben J. Benoit
Vice Chair — Jan Harnik
Second Vice Chair — V. Manuel Perez
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 / Linda Molina, City of Calimesa
Randall Bonner / Jeremy Smith, City of Canyon Lake
Raymond Gregory / Mark Carnevale, 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 / Kimberly Muzik, City of Indian Wells
Waymond Fermon / Oscar Ortiz, City of Indio
Brian Berkson / Chris Barajas, City ofJurupa Valley
Kathleen Fitzpatrick / Robert Radi, City of La Quinta
Bob Magee / Natasha Johnson, City of Lake Elsinore
Bill Zimmerman / Dean Deines, City of Menifee
Yxstain Gutierrez / Carla Thornton, City of Moreno Valley
Scott Vinton / Christi White, City of Murrieta
Berwin Hanna / Ted Hoffman, City of Norco
Jan Harnik / Kathleen Kelly, City of Palm Desert
Lisa Middleton / Dennis Woods, 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 5. Naggar / Maryann Edwards, City of Temecula
Ben J. Benoit / Joseph Morabito, City of Wildomar
Mike Beauchamp, Governor's Appointee Caltrans District 8
Comments 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.
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, March 11, 2020
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. 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
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 2
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.
6. APPROVAL OF MINUTES — JANUARY 8 AND 31 AND JANUARY 30-31, 2020 WORKSHOP
7. 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.
7A. QUARTERLY SALES TAX ANALYSIS
Page 1
Overview
This item is for the Commission to receive and file the sales tax analysis for
Quarter 2, 2019.
7B. SINGLE SIGNATURE AUTHORITY REPORT
Page 10
Overview
This item is for the Commission to receive and file the Single Signature Authority report
for the second quarter ended December 31, 2019.
7C. AGREEMENT WITH EIDE BAILLY FOR AUDIT SERVICES
Overview
This item is for the Commission to:
Page 12
1) Award Agreement No. 20-19-021-00 to Eide Bailly LLP (Fide Bailly) for audit
services for a three-year term, with three one-year options to extend the
agreement, for $1,461,198, plus a contingency in the amount of $138,802, for
a total amount not to exceed $1.6 million;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
finalize and execute the agreement, including options years, on behalf of the
Commission; and
3) Authorize the Executive Director or designee to approve contingency work up
to the total not to exceed amount as required for these audit services.
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 3
7D. FISCAL YEAR 2019/20 MID -YEAR BUDGET ADJUSTMENTS
Page 44
Overview
This item is for the Commission to approve Fiscal Year 2019/20 mid -year budget
adjustments for a net increase of $22,041,000 and $21,506,000 in revenues and
expenditures/expenses, respectively.
7E. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2020/21 BUDGET
Page 47
Overview
This item is for the Commission to:
1) Review and approve the proposed Commission Policy Goals and Objectives for
the Fiscal Year 2020/21 Budget; and
2) Review and approve the Fiscal Accountability Policies for the FY 2020/21
Budget.
7F. STATE AND FEDERAL LEGISLATIVE UPDATE
Page 54
Overview
This item is for the Commission to receive and file an update on state and federal
legislation.
7G. RIVERSIDE COUNTY 2020 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM
FINANCIAL RESOLUTION
Page 58
Overview
This item is for the Commission to approve Resolution No. 20-002, "Resolution of the
Riverside County Transportation Commission Certifying Riverside County Has Resources
to Fund Projects in the Federal Fiscal Years 2020/21 Through 2025/26 Transportation
Improvement Program and Affirming Commitment to Implement All Projects in the
Program".
7H. 91 EXPRESS LANES MONTHLY STATUS REPORTS
Page 65
Overview
This item is for the Commission to receive and file the 91 Express Lanes Monthly
Reports for the six months from July to December 2019.
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 4
71. CALTRANS MAINTENANCE AMENDMENT FOR RCTC 91 EXPRESS LANES AND 15
EXPRESS LANES
Overview
This item is for the Commission to:
Page 66
1) Approve Agreement No. 17-31-021-03, Amendment to No. 3 to Agreement
No. 17-31-021-00, with the California Department of Transportation (Caltrans)
for roadway maintenance of the RCTC 91 Express lanes and 15 Express Lanes in
an amount not to exceed $400,000 for FY 2020/21; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
finalize and execute the agreement on behalf of the Commission.
7J. AGREEMENT WITH SELECTED CONSULTANTS FOR ON -CALL TRAFFIC AND REVENUE
STUDY SERVICES
Overview
This item is for the Commission to:
Page 76
1) Award the following agreements to provide on -call traffic and revenue study
services for a five-year term in the amount of $3.9 million, plus a contingency
amount of $195,000, for a total amount not to exceed $4,095,000:
a) Agreement No. 20-31-019-00 to C&M Associates, Inc. (C&M Associates);
b) Agreement No. 20-31-051-00 to CDM Smith, Inc. (CDM Smith); and
c) Agreement No. 20-31-052-00 to Stantec Consulting Services, Inc.
(Stantec);
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
finalize and execute the agreements on behalf of the Commission;
3) Authorize the Executive Director or designee to execute task orders awarded to
the consultants under the terms of agreements; and
4) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for the task order services.
7K. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, OCTOBER-DECEMBER 2019
Page 192
Overview
This item is for the Commission to receive and file the Quarterly Public Engagement
Metrics Report for October — December 2019.
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March 11, 2020
Page 5
7L. AMENDMENT TO AGREEMENT WITH T.Y. LIN INTERNATIONAL FOR FINAL DESIGN
SERVICES RELATED TO THE MID COUNTY PARKWAY INTERSTATE 215/PLACENTIA
AVENUE INTERCHANGE IMPROVEMENT PROJECT AND AGREEMENT FOR
CONSTRUCTION ZONE ENFORCEMENT ENHANCEMENT PROGRAM SERVICES FOR THE
PROJECT
Page 198
Overview
This item is for the Commission to:
1) Approve Agreement No. 16-31-066-04, Amendment No. 4 to Agreement
No. 16-31-066-00, with T.Y. Lin International (T.Y. Lin) to complete final design
services and prepare the Interstate 215/Placentia Avenue interchange
improvement (I-215/Placentia Avenue) project for advertising and award, in the
amount of $386,663, plus a contingency amount of $38,666, for an additional
amount of $425,329, and a total amount not to exceed $5,171,185;
2) Approve Agreement No. 20-31-051-00 with the California Highway Patrol (CHP)
for Construction Zone Enforcement Enhancement Program (COZEEP) services
in an amount not to exceed $279,900;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
finalize and execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for the project.
7M. AMENDMENT TO AGREEMENT FOR CALIFORNIA HIGHWAY PATROL CONSTRUCTION
ZONE ENHANCEMENT ENFORCEMENT PROGRAM SERVICES DURING THE
CONSTRUCTION OF THE STATE ROUTE 60 TRUCK LANES PROJECT
Page 218
Overview
This item is for the Commission to:
1) Approve Agreement No. 19-31-038-01, Amendment No. 1 to Agreement
No. 19-31-038-00, with the California Highway Patrol (CHP) for Construction
Zone Enhanced Enforcement Program (COZEEP) services during the
construction of the State Route 60 Truck Lanes project (Project) in the amount
of $350,000, plus a contingency amount of $100,000, for an additional amount
of $450,000, and a total amount not to exceed $1,490,070;
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 approve contingency work as
may be required for the agreement.
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 6
8. REFINANCING OF 91 EXPRESS LANES TOLL DEBT
Overview
This item is for the Commission to:
Page 223
1) Receive and file the presentation regarding the refinancing of the Commission's Toll
Revenue Senior Lien Bonds, 2013 Series A (2013A Bonds) and 2013 Transportation
Infrastructure Financing and Innovation Act (TIFIA) Loan (2013 TIFIA Loan) related to
the State Route 91 Corridor Improvement Project (91 Project) with the issuance of
taxable and tax-exempt senior lien and second lien toll revenue refunding bonds (2020
Refunding Toll Bonds);
2) Approve the refinancing plan to refund all or a portion of the 2013A Bonds, currently
outstanding in the amount of $123.8 million, and prepay all or a portion of the 2013
TIFIA Loan, currently outstanding in the amount of approximately $481 million;
3) Adopt Resolution No. 20-001, "Resolution Authorizing the Issuance and Sale of Not to
Exceed $725,000,000 Aggregate Principal Amount of Riverside County Transportation
Commission Toll Revenue Refunding Bonds in One or More Series, the Refunding of
Outstanding Bonds, the Execution and Delivery of One or More Supplemental
Indentures, One or More Purchase Contracts, One or More Official Statements, One or
More Continuing Disclosure Agreements and One or More Escrow Agreements, the
Adoption of a Restated Debt Management Policy, and the Taking of All Other Actions
Necessary in Connection Therewith";
4) Approve the proposed form of the Preliminary Official Statement for the issuance of
not to exceed $725 million in 2020 Refunding Toll Bonds and authorize the Executive
Director to approve and execute the printing and distribution of the final form of the
Official Statement;
5) Approve the proposed form of the Continuing Disclosure Agreement related to the
2020 Refunding Toll Bonds, by and between the Riverside County Transportation
Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and
authorize the Executive Director to approve and execute the final form of the
Continuing Disclosure Agreement;
6) Approve the proposed forms of the Third Supplemental Indenture and Fourth
Supplemental Indenture for the 2020 Refunding Toll Bonds, each by and between the
Riverside County Transportation Commission and U.S. Bank National Association
(US Bank), as Trustee, and authorize the Executive Director to approve and execute the
final forms of the Third Supplemental Indenture and Fourth Supplemental Indenture;
7) Approve the proposed form of the Bond Purchase Agreement(s), also referred to as
Purchase Contract(s), between the Riverside County Transportation Commission and
Bank of America Securities, Inc. (BofA), as Underwriter Representative acting on behalf
of itself and Goldman, Sachs & Co. (Goldman), Wells Fargo Securities (Wells Fargo),
J.P. Morgan (JPM), and Siebert Cisneros Shank & Co., LLC (Siebert), (collectively the
Underwriters), for the 2020 Refunding Toll Bonds and authorize the Chief Financial
Officer to approve and execute the final form of the Bond Purchase Agreement;
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 7
8) Approve the proposed form of the Escrow Agreement, by and between the
Commission and US Bank, as Escrow Agent, and authorize the Executive Director to
approve and execute the final Escrow Agreement;
9) Approve the estimated costs of issuance, including estimated underwriter's discount,
of $3,723,592 to be paid from the proceeds of the 2020 Refunding Toll Bonds;
10) Approve Agreement No. 05-19-510-17, Amendment No. 17 to Agreement
No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel
services related to the issuance of the 2020 Refunding Toll Bonds for an additional
amount of $325,000 and a total amount not to exceed $3,330,000;
11) Approve Agreement No. 09-19-072-15, Amendment No. 15 to Agreement
No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure
counsel services related to the issuance of the 2020 Refunding Toll Bonds for an
additional amount of $155,000 and a total amount not to exceed $1,022,600; and
12) Approve adjustments to the Fiscal Year 2019/20 budget in the amounts of
$665,392,399 to increase sources related to the issuance of the 2020 Refunding Toll
Bonds and $631,270,196 to increase uses related to the use of the proceeds of the 2020
Refunding Toll Bonds.
9. AWARD OF INTERSTATE 15/RAILROAD CANYON ROAD INTERCHANGE PROJECT
CONSTRUCTION AGREEMENT TO RIVERSIDE CONSTRUCTION COMPANY
Overview
This item is for the Commission to:
Page 234
1) Award Agreement No. 20-31-034-00 to Riverside Construction Company to construct
the Interstate 15/Railroad Canyon Road Interchange Project (Project), in the amount
of $27,698,589, plus a contingency amount of $2,769,859, for potential change orders
and supplemental work in the amount of $910,000 during construction, for a total
amount not to exceed $31,378,448;
2) Approve Agreement No. 20-31-046-00 with the Pechanga Band of Luiseno Indians
(Pechanga) for an amount not to exceed $100,000 for Native American monitoring
services during construction of the Project;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize
and execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director, or designee, to approve contingency work as may be
required for the Project.
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March 11, 2020
Page 8
10. AWARD OF: (1) DESIGN -BUILD CONTRACT; AND (2) AMENDMENT TO PROJECT AND
CONSTRUCTION MANAGEMENT SERVICES AGREEMENT FOR THE INTERSTATE 15/STATE
ROUTE 91 EXPRESS LANES CONNECTOR PROJECT
Page 259
Overview
This item is for the Commission to:
1) Award Agreement No. 19-31-074-00 to Myers -Rados, a Joint Venture (Myers -Rados JV)
as the design -build contractor to design and construct the Interstate 15/State Route 91
Express Lanes Connector project (15/91 ELC) in the amount of $164,840,000, plus a
contingency amount of $10,487,000, for a total amount not to exceed $175,327,000;
2) Approve Agreement No. 15-31-001-07, Amendment No. 7 to Agreement
No. 15-31-001-00, with Parsons Transportation Group (Parsons) to provide project and
construction management services for the proposed 15/91 ELC in the amount of
$14,825,000, plus a contingency amount of $1,482,000, for a total amount not to
exceed $16,307,000, and extend the term to June 30, 2024;
3) Authorize the Chair or the Executive Director, pursuant to legal counsel review, to
finalize and execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director or designee to approve contingency work up to the
total amounts as required for the project.
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
229-082-010 and 229-082-003
RCTC
JJ Realty 401K Trust and
DH Realty Investments
2
117-122-001 and 117-112-002
RCTC
AD Heavy Equipment
Rental
3
117-121-003, 117-121-008,
and 117-112-009
RCTC
AD Heavy Equipment
Rental
Riverside County Transportation Commission Meeting Agenda
March 11, 2020
Page 9
14. ADJOURNMENT
The next meeting of the Commission is scheduled to be held on Wednesday,
April 8, 2020, Board Room, First Floor, County Administrative Center, 4080 Lemon Street,
Riverside.
AGENDA ITEM 6
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MEETING MINUTES
Wednesday, January 8, 2020
1. CALL TO ORDER
The Riverside County Transportation Commission was called to order by
Chair Ben J. Benoit at 9:33 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
Rusty Bailey
Ben J. Benoit
Randall Bonner
Joseph DeConinck
Jamal Elsaleh
Waymond Fermon
Kathleen Fitzpatrick
Raymond Gregory
Berwin Hanna
Jan Harnik
Steven Hernandez
Jeff Hewitt
Kevin Jeffries
Andrew Kotyuk
Clint Lorimore*
Bob Magee
Scott Matas
Lisa Middleton
Kimberly Muzik
Michael Naggar
V. Manuel Perez
Wes Speake
Karen Spiegel
Larry Smith
Carla Thornton
Michael M. Vargas
Scott Vinton
Chuck Washington
Ted Weill
Lloyd White
Art Welch
Bill Zimmerman
Commissioners Absent
Brian Berkson
Linda Krupa
*Arrived after the meeting was called to order.
3. PLEDGE OF ALLEGIANCE
Commissioner Rusty Bailey led the Commission in a flag salute.
4. PUBLIC COMMENTS
There were no requests to speak from the public.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 2
5. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
6. APPROVAL OF MINUTES — DECEMBER 11, 2019
M/S/C (Vargas/Gregory) to approve the December 11, 2019 minutes as
submitted.
Abstain: Thornton
7. CONSENT CALENDAR
M/S/C (Gregory/Vargas) to approve the following Consent Calendar items.
7A. QUARTERLY FINANCIAL STATEMENTS
Receive and file the Quarterly Financial Statements for the three months ended
September 30, 2019.
7B. FISCAL YEAR 2019/20 MID -YEAR REVENUE PROJECTIONS
1) Approve the mid -year Fiscal Year 2019/20 revenue projections of
$202 million for Measure A revenues, $103 million for Local Transportation
Fund (LTF) revenues, and $27 million for Transportation Uniform
Mitigation Fee (TUMF) revenues;
2) Approve the budget increase adjustments to Measure A revenues of
$9 million and expenditures of $3,717,000 to reflect the revised
Measure A projection;
3) Approve the budget increase adjustments to LTF revenues of $6 million,
transfers in of $719,000, and expenditures and transfers out of $898,000
to reflect the revised LTF projection; and
4) Approve the budget increase adjustments to TUMF revenues of $2 million
to reflect the revised TUMF projection.
7C. FISCAL YEAR 2020/21 REVENUE PROJECTIONS
1) Approve the projection for Measure A revenues of $207 million for
Fiscal Year 2020/21;
2) Approve the projection for Local Transportation Fund (LTF) apportionment
of $106 million for the Western Riverside County, Coachella Valley, and
Palo Verde Valley areas for FY 2020/21; and
3) Approve the projection for Transportation Uniform Mitigation Fee (TUMF)
revenues of $28 million for FY 2020/21.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 3
7D. AGREEMENT FOR RISK MANAGEMENT AND BROKER SERVICES
1) Award Agreement No. 20-19-010-00 to Alliant Insurance Services, Inc. for
risk management and broker services for a three-year term, plus two two-
year options to extend the agreement, in an amount of $260,000, plus a
contingency amount of $26,000, for a total amount not to exceed of
$286,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreement, including option years, on behalf of
the Commission; and
3) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for these services.
7E. 2020 STATE AND FEDERAL LEGISLATIVE PLATFORM AND PREVIEW
1) Adopt the Commission's 2020 State and Federal Legislative Platform; and
2) Receive and file an update on state and federal legislation.
7F. UTILITY AGREEMENTS FOR THE STATE ROUTE 91 CORRIDOR OPERATIONS
PROJECT
1) Approve the following utility agreements required for the State Route 91
(SR-91) Corridor Operations Project (COP) in the aggregate amount of
$449,000, plus a contingency amount of $45,000, for a total amount not
to exceed $494,000;
a) Agreement No. 20-31-028-00 to American Telephone and
Telegraph Company (AT&T);
b) Agreement No. 20-31-036-00 to city of Corona Department of
Water and Power (DWP);
c) Agreement No. 20-31-027-00 to Southern California Edison (SCE);
and
d) Agreement No. 20-31-026-00 to Southern California Gas Company
(SoCalGas);
2) Authorize the Executive Director, pursuant to legal counsel review, to
finalize and execute the utility agreements for an amount not to exceed
$494,000; and
3) Authorize the Executive Director or designee to approve contingency work
up to the total amount not to exceed as required for the project.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 4
7G. COOPERATIVE AGREEMENT NO. 20-33-023-00 WITH SOUTHERN CALIFORNIA
REGIONAL RAIL AUTHORITY FOR ENGINEERING AND ENVIRONMENTAL
SUPPORT SERVICES FOR THE MORENO VALLEY MARCH FIELD METROLINK
STATION TRACK AND PLATFORM EXPANSION PROJECT
1) Approve Cooperative Agreement No. 20-33-023-00 between the
Commission and Southern California Regional Rail Authority (SCRRA) for
engineering and environmental support services for the Moreno
Valley/March Field Metrolink Station Track and Platform Expansion Project
(Project) in the amount of $354,000, plus a contingency amount of
$70,800, for a total amount not to exceed $424,800;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the cooperative agreement on behalf of the
Commission; and
3) Authorize the Executive Director or designee to approve the use of a
contingency, as may be required for these services.
7H. AMENDMENT TO COMMISSION'S COMMUTER RAIL PROGRAM FISCAL YEAR
2019/20 SHORT RANGE TRANSIT PLAN
1) Amend the Commission's Commuter Rail Program's Fiscal Year 2019/20
Short Range Transit Plan (SRTP) to allocate $4 million of Federal Transit
Administration (FTA) Section 5337 funds and reduce $4 million of Local
Transportation Funds (LTF) operating assistance for the Southern
California Regional Rail Authority (SCRRA) subsidy;
2) Allocate $4 million of FTA Section 5337 funds for the FY 2020/21 SRTP for
Commuter Rail's operating assistance subsidy for SCRRA service;
3) Allocate $10,701,750 of FTA Section 5337 funds for the FY 2020/21 SRTP
for Commuter Rail's capital subsidy for SCRRA rehabilitation projects; and
4) Authorize staff to program FTA Section 5337 grant funds into the Federal
Transportation Improvement Program (FTIP).
71. COOPERATIVE AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF
TRANSPORTATION FOR THE REIMBURSEMENT OF CONSTRUCTION FREEWAY
SERVICE PATROL SERVICES ON CALTRANS PROJECTS
1) Approve Agreement No. 20-45-037-00 with the State of California
Department of Transportation (Caltrans) for the funding of Freeway
Service Patrol (FSP) service on various construction areas in Riverside
County; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the cooperative agreement on behalf of the
Commission.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 5
7J. AMENDMENT TO AGREEMENT WITH STEVE'S TOWING FOR 15 EXPRESS LANES
FREEWAY SERVICE PATROL SERVICE
1) Approve Agreement No. 16-45-103-02, Amendment No. 2 to Agreement
No. 16-45-103-00 with Steve's Towing (Steve's) to include Freeway Service
Patrol (FSP) service for the 15 Express Lanes through December 31, 2021,
in the amount of $780,179, plus a contingency amount of $78,018, for an
additional amount of $858,197, and a total amount not to exceed
$2,063,197;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreement on behalf of the Commission; and
3) Authorize the Executive Director or designee to approve contingency work
up to the total amount not to exceed as required for the project.
At this time, Commissioner Clint Lorimore joined the meeting.
8. BLYTHE WELLNESS EXPRESS PILOT PROGRAM FINAL REPORT
Lorelle Moe -Luna, Multimodal Services Director presented the Blythe Wellness Express
(BWE) Pilot Program final report, highlighting the following areas:
• Federal Transit Administration (FTA) rides to wellness program — Ride to Wellness
Goals:
o Increase access to care
o Improve health outcomes
o Reduce healthcare costs
• In 2016, RCTC was awarded on behalf of PVVTA to operate BWE for an 18-month
period
o Total award = $185,753 and Total Operating = $305,254
• FTA media attention for this project due to highlighting the health care needs in
rural communities
• Supporting Partners
• Service Profile and BWE route map:
o 265 miles roundtrip
o Deviated fixed -route
o Riders register and reserve trip
o 3 days per week
o $15 roundtrip
o Major destinations — Desert Regional Medical Center, Eisenhower Medical
Center, J.F. Kennedy Memorial, and Kaiser Indio
• Rider profile — By age and percentage; about 60 percent of riders indicated they
do not have access to a vehicle; and about 81 percent have health insurance
• Final report findings:
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 6
o 85 percent of the trips were for health -related purposes
o Over 2/3 were for specialist appointments
o 42 percent indicated that they were unable to go to the doctors in the last
six months due to lack of transportation
o Self -reported health status: 45 percent indicated an improvement; 43
percent maintained their health status; and 11 percent stated that their
health status declined
At this time, Ms. Moe -Luna welcomed and introduced George Colangeli, General
Manager, PVVTA to present what this has meant to the community and how the service
has sustained itself.
Mr. Colangeli expressed appreciation to represent those people in the Palo Verde Valley
and the city of Blythe, and highlighted the following:
• Customer feedback
• Antique Adams a rider that benefited from the BWE Program; Sandra Carter
featured in the Desert Sun in the Coachella Valley stated that if it was not for the
BWE Program she would not have that link for her life due to declining health care;
Robert Goldstein was in a wheelchair in a low income area and after going through
the BWE Program he no longer needed a wheelchair and is employed; and Lincoln
Edmond was a founding board member of the PVVTA and wanted the BWE
Program to emerge and then fell into bad health and needed help for
transportation and rode this bus for dialysis and has since passed away
He expressed gratitude to Anne Mayer and the Commission for all the resources given to
the Palo Verde Valley and the city of Blythe. He then presented the following:
• Moving forward:
o Funding from AB 2766 and FTA Section 5311
o Service modifications:
2-days a week (Monday & Friday)
15t & 5rd Friday of each month
Increase roundtrip to $20
- More general public trips
• Expanded marketing and branding
Commissioner Joey DeConinck expressed gratitude to Anne Mayer as this began at its
January Commission Workshop when Ms. Mayer met with him to discuss the issues in the
city of Blythe. He stated staff met with him at the city of Blythe City Hall, which is how
this program evolved. He then expressed gratitude to George Colangeli for all of his hard
work and stated he actually drives the bus too. He discussed how they made a trip to
Imperial Valley, Brawley, and El Centro as they already had a program going to San Diego
and used some of their ideas. Commissioner DeConinck expressed appreciation to the
Cancer Society and the hospital for all their help. He stated Lincoln Edmond was one of
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 7
the first members on the PVVTA and stayed there until he retired. He expressed
appreciation to Commissioner V. Manuel Perez for helping with some more funding for
this program and stated he served on the Mojave Desert Air Quality Board and was able
to work some deals there too.
Commissioner Waymond Fermon expressed appreciation to Commission staff, the city of
Blythe, and Commissioner Perez for this service. He expressed this service is personal to
his family since Mr. Adams that was depicted in the presentation is his uncle and he knows
personally this program saved his life. He explained it just demonstrates for all the people
that it is a quality of life issue and also for some of those people that Mr. Colangeli spoke
about it is extending these people's lives.
Commissioner Perez expressed appreciation when the Commission is able to bring equity,
quality, and resources to people that sometimes are forgotten, or do not have a voice,
the people of the city of Blythe are hardworking, compassionate, and loving.
Commissioner Perez expressed appreciation to George Colangeli and his staff for an
outstanding job and to Commissioner DeConinck and his city council for continuing to
push. Commissioner Perez expressed appreciation for the individuals in the presentation
that has used this program it is heartwarming and real as this program is very important.
He expressed gratitude to the Commission for their efforts and the leadership, and stated
this needs to continue and there is a need for more funds and to make it more flexible to
allow families to visit each other.
Commissioner Michael Vargas concurred with the Commissioners' comments and stated
it was a great presentation and this is what the Commission and the local jurisdictions
does and it is great to hear all these success stories.
Anne Mayer expressed this is a program of which staff is proud as the Commission does
big dollar projects, but this is one that fills staff with pride as it has made a big difference.
She expressed gratitude to George Colangeli and his team for all the hard work on the
Federal Grant, the administrative requirements, and ensuring they were serving the
people they were intending on serving. She suggested if the Commission pushes through
a Federal Grant to make it work they can find ways to make it work in the future.
Receive and file a presentation on the final report of the Blythe Wellness Express
(BWE) Pilot Program.
9. COUNTYWIDE TRAFFIC RELIEF PLAN DRAFT
Aaron Hake, External Affairs Director, presented the draft Traffic Relief Plan and
highlighted the following areas:
• Working towards solutions:
o 2016 — Strategic Assessment
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 8
o 2017 — AB 1189 (Garcia) Public opinion survey stakeholder engagement
o 2019 — Long range planning status quo evaluation #RebootMyCommute
public opinion survey Traffic Relief Plan formation
o 2020 — Draft Traffic Relief Plan Public review and outreach (January -June)
Commission decision (June)
• Draft Traffic Relief Plan
o Responsive
o Aspirational
o Comprehensive
o Trust and accountability
o Equity and balance
o Major investments
• Your guide to the Traffic Relief Plan — Better roads, faster highways, easier
highway access, more train service, frequent bus service, help with my commute,
longer trails, new technology, and flood and dust control
• Coachella Valley:
o Local prioritization
o Regional approach to roads
o Flood and dust control
o Tech and signal synch
o Rail investments
• Palo Verde Valley:
o Local prioritization
o Road safety, maintenance, and capacity
o Public transit: access to healthcare, education, and employment
• Western Riverside County:
o Traffic bottleneck relief
o Internal county connectivity
o Metrolink and express bus
o Specialized transit
o Regional trail backbone
o Rethinking transportation
• Additional staff request for consideration — Authorize staff to correct any non -
substantive typos, error, or omissions
Commissioner Jeff Hewitt stated if this was simply a list of priorities, which there has been
a great deal of work done the last several years over which projects are most important,
it is a big county and expressed appreciation for the direction that it has gone. He
explained it is difficult when there are different entities on the Commission and each
Commissioner has their own desires. Commissioner Hewitt expressed if this were only
that he would vote yes on it, but because it is tied to the upcoming half -cent sales tax not
only is he against the sales tax there is a tax worry population. He suggested the chance
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 9
of this sales tax passing is much less than the Commissioners consider it is and that is why
he will be voting no.
Commissioner Bill Zimmerman stated this is important to him and expressed gratitude to
the team and the Traffic Relief Strategy (TRS) Committee for putting together the list of
projects. He explained as Commissioner Hewitt mentioned this is going to be tied to the
half -cent sales tax request if this Commission votes to put it on the ballot. He stated being
an advocate but there are no projects in the city of Menifee (Menifee) and there is one
that is really needed. It is an interchange added to Garbani Road at Interstate 215, which
is on the cities capital improvement budget for this year to begin environmental and right
of way acquisition and it is one of their local plans identified for Menifee. He referred to
Page 16 of the draft Traffic Relief Plan and the list of projects under 1-215 Corridor and
respectfully asked the Commission to support his request to add another bullet point to
construct an interchange at Garbani Road in Menifee. He stated if there is a motion to
approve he would appreciate the Commission consider approving an amended plan with
that addition.
Commission Lloyd White stated he commented at its December Commission meeting he
does not support the priority as the Commission is allowing the 1-10 Corridor to be the
next Corona and Temecula problem by not addressing it. He concurred with
Commissioner Hewitt's comments and explained this is not a building block and there
were a number of Commissioners that voted to approve using the Commissions funds to
campaign against Proposition 6. He discussed how the Commissioners spoke out the
Commission is not necessarily approving a tax and these building blocks the Commission
has been voting on this last year, which many of them made sense but needed studies
and to understand the Commission's position. He expressed today is not a vote on the
building block it is a vote on a tax and he will vote against it as well.
In response to Commissioner Spiegel's inquiry when the Commission was originally
formed how the Commissioners determined the priority of projects and since then how
has the Commission continued to develop the priorities, Anne Mayer replied her
understanding in the first Measure A that was passed in 1988 and then in 2002 was when
the last Measure A was passed is that the list of projects were developed based on the
decisions of the Commission at the time. At that time there were only seven members
on the Commission and referred to legal counsel to clarify.
Steve DeBaun, Legal Counsel, replied in 1988 it was seven members by 2002 it was a full
Commission.
Anne Mayer explained the 1988 Measure A the plan was developed in conjunction with
the original seven representatives throughout the County and then in 2002 it would have
been a membership such as this current body.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 10
Commissioner Spiegel explained fundamentally she cannot differ from Commissioners
Hewitt and White but this is clearly set that this is a plan that can be utilized afterwards
and this is not a vote for the tax as that is clear that is on at its June 10 Commission
meeting.
Anne Mayer replied at its June 10 Commission meeting would be the decision point for
the Commission to decide to put it on the ballot for the voters to decide in November.
In response to Commissioner Spiegel's clarification that this is just for the plan that can
be utilized anytime whether at the June Commission meeting is a positive or negative for
this Commission so this is confirming the work of the Commission over the last two years,
Anne Mayer replied correct.
Commissioner Steven Hernandez expressed gratitude to staff for putting this effort
together and he understands a tax is difficult for many of the Commissioners. He stated
without a tax the future looks a lot different in terms of projects moving forward. In 1988
there were leaders that looked at how they wanted to shape this county, and how it
wanted to progress and look at transportation corridors as a whole. He suggested this
Commission is at that point where it is looking at what the next 30 years is going look like
for the county of Riverside. Commissioner Hernandez stated the plan is not perfect but
it is a plan and is something down the road that can be amended to include other projects.
He expressed appreciation for staff doing a great job in working with the cities to
accommodate their needs. He supports this measure and without this and without the
revenue that is projected he suggested the residents need to be told as well as to what to
expect if it does not pass.
Commissioner Jan Harnik expressed appreciation for the Commissioners' comments and
stated it is understood there is a considerable funding gap if the Commission is going to
address the needs of Riverside County. She explained in 1988 there were Commissioners
that recognized there were issues, took some bold steps, and this Commission needs
those bold steps today. There may be people that are tax weary, traffic weary, they are
lack of quality of life weary, and transportation is about quality of life. Commissioner
Harnik expressed after hearing about the success of the Blythe Wellness Express Program
the Commissioners cannot ignore the needs of the County. She referred to 1-10 and the
housing developments and stated the Commission will have to accommodate the needs
of those people who are moving into those areas and in the rural areas. She explained in
the big picture and looking out at the future of the County and the future of the
community members this is necessary and for that reason she will support this vigorously.
Commissioner Magee referred to Page 193, which depicts the entire Traffic Relief Plan.
Aaron Hake requested to display the Western Riverside County map.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 11
Commissioner Magee referred to the map and the overpass at Nichols Road and 1-15 in
Lake Elsinore where Temescal Canyon High School and the outlet center is located, which
are clearly two traffic generators. He stated that the plan currently does not include any
additional work at that section of the freeway and referred to the area between Weirick
and SR-74 shown in grey. This Commission voted to approve $29 million to provide
environmental services to look at the dirt median between Corona and Lake Elsinore and
provide for environmental clearance. He expressed appreciation although he does not
concur with spending funds that way, but understands it has to be done. Commissioner
Magee referred to the TRS Committee and stated the rest of 1-15 is in green on the map
and inquired about the plan for getting the concrete and steel as this area cannot be
bypassed again. He referred to the 1-15 Corridor Improvement Project (CIP) Ad Hoc
Committee as the Commission's mission was additional lanes from Cajalco to the County
Line south, which this omits this very critical section. He suggested to add it back in and
requested the Chair to consider forming a committee that is an expansion of the
Commission's 1-15 CIP Ad Hoc Committee that includes District 1 and the city of Corona
and the rest of the 1-15 CIP Ad Hoc members.
Commissioner Lisa Middleton expressed gratitude to all the individuals involved in
producing this draft plan. She referred to the slide in the Coachella Valley with the
flooded Indian Canyon Road in the city of Palm Springs and stated on the opposite side of
that road on either side is the city of Desert Hot Springs and Desert Regional Medical
Center and when trying to get to the hospital from Desert Hot Springs or from other
locations in the Coachella Valley that is what is in the way. She discussed going through
many parts of Coachella and places in the eastern Coachella Valley every rainstorm brings
flooding of their streets. Commissioner Middleton expressed being honest with the
people and if the Commission is going to create the transportation network that is needed
for the 21St Century and respond to the future it is going to cost more money. She
explained the belief that the Commission could fix all of the problems that plague this
county from Southwestern Riverside, to Corona, to Riverside, to the Coachella Valley, and
to the Palo Verde Valley without additional resources will not occur and she supports this
measure.
Commissioner Andrew Kotyuk concurred with some of the Commissioners' comments as
he is against taxes. He expressed he is for democracy and for communities to determine
what their priorities are whether it is public safety, schools, or in this case transportation
corridors. Commissioner Kotyuk stated the Commissioners have been driven to be self-
help cities and communities, which is along that same path and it has built many
successful corridors that would not occur if the Commission relied on the state or federal
government. Commissioner Kotyuk explained he does approve the projects on the list
and many are in his region that they have been waiting decades for and have hurt many
of the local residents and businesses as well. He expressed this is not approving a sales
tax it is approving the right for democracy to work and for the constituents to vote on
what is their priority. Commissioner Kotyuk stated this voting is on the priorities and
potentially to allow the people to vote for what they choose.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 12
In response to Commissioner Kevin Jeffries' clarification when the current Measure A
sales tax expires, Anne Mayer replied 2039.
Commissioner Jeffries expressed concern convincing the voters to approve this sales tax
measure especially with the state's tax increases and fee increases for transportation. He
stated Riverside County is adding one small city a year somewhere between 20,000 and
30,000 and referred to Page 181 the second block of items listed on the left. He read the
sales tax in Riverside County will go up by one-half cents until ended by the voters, and
stated this implies there is no end in this tax. He expressed that is unusual for government
to not have an end date and clarified the voters would have to petition and do their own
initiative to stop the tax. He discussed getting the signatures that would need to be
collected throughout the County and notifying the voters how to stop the tax 20 to 50
years from now. He suggested the voters need to know there is no end ever to this sales
tax even after the projects are built.
In response to Commissioner Michael Vargas' clarification as part of the plan was to
establish a carpool lane from Nuevo up to the SR-60 on 1-215, Anne Mayer replied that
section is actually in this plan.
At this time, Commissioner Hewitt left the meeting.
In response to Commissioner Vargas' inquiry in the plan is to add an extra lane on both
sides from Van Buren to SR-60 what happened to the rest of it from Nuevo to SR-60, Anne
Mayer replied there is a portion of that project that is being built as a part of one of the
first segments of the Mid County Parkway project and staff will check on that.
Commissioner Vargas clarified that is just the interchange for Placentia. Anne Mayer
replied there are improvements that have to be done on 1-215 and she will follow up on
that and check on the limits.
Commissioner Scott Matas expressed not supporting taxes such as SB 1, but this is a state
where it is difficult to get funding for these major projects. He stated the reason why he
chose to be on the TRS Committee is to see what will need to be done in the future.
Commissioner Matas expressed supporting this sales tax and stated the Commission has
to find funding and the question is does the Commission allow the voters to choose to tax
themselves or not and if not how much will be spent in interest on bonds the Commission
will have to pay for in the future. He suggested to not throw the plan out due to not
supporting the tax being put on the ballot for the voters to make the choice. Regarding
the plan itself he stated staff would sit down with each city and or county district and
discuss their issues and noted this is a draft plan. He stated over the next six months with
public input and the input from the cities he is certain staff will be able to implement the
needs of their area.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 13
Commissioner Scott Vinton expressed appreciation for the presentation and concurred
with some of the Commissioners as he is tired of taxes. As a civil engineer that does
transportation projects his company pushed hard to ensure SB 1 stayed although he voted
against it. Commissioner Vinton stated this needs to go to the voters as there is a serious
problem with the County's transportation system. He concurred with Commissioner
Jeffries' comment as this should not be made a tax forever and requested to change it.
As a member of the TRS Committee the committee tried to find many projects that could
be covered with a great deal of the funding obviously as Mr. Hake noted it is not enough
to cover all those projects. He explained the list is not meant to be exclusive, that will
come later if it passes and the Commission determines how to prioritize projects.
Commissioner Vinton stated having said that he is in support of giving it to the voters to
make the decision.
Commissioner Wes Speake stated as a member of the TRS Committee he is appreciative
of the hard work on this list as it was exhaustive. This is the Commission's second view of
this and expressed gratitude to staff for putting it together for their colleagues at their
cities and the residents to review. He concurred with Commissioners Jeffries and Vinton
that a never ending tax could be levied against this tax or these projects going forward.
Commissioner Speake stated as Commissioner Kotyuk noted this is a self-help county and
in speaking with people from other counties that proudly proclaim that suggested the
Commissioners speak out with some venom to their state representatives. He expressed
the Commissioners need to push the state representatives to fund transportation as they
cannot allow the state and the federal government to absolve themselves of the issues
occurring in this County as Riverside County has about $10 billion worth of needs.
Commissioner Kathleen Fitzpatrick expressed appreciation for the follow up work the
staff has done and for meeting with her colleagues in the Coachella Valley after its
November Commission meeting to have some serious discussions about how to make it
work for Coachella Valley. She concurred it is imperative for the Commission to allow the
public to evaluate this plan and see what the values are going forward as far as the
transportation needs of the Coachella Valley. She discussed the lack of planning or
insufficient planning that created bottle necks in Western Riverside. Commissioner
Fitzpatrick expressed the Commission owes the citizens an opportunity to take a look at
the plan and using CVAG to develop a model to move projects forward in the Valley
together as a valuable tool to establish priorities and change priorities moving forward.
She supports this plan and supports educating the Coachella Valley citizens about what
the needs are and allow the voters to make that decision on whether there should be an
additional tax or not.
Commissioner Michael Naggar stated the city of Temecula's position about this 30-year
plan although it can be updated and a criteria has not been laid out is the following: What
the criteria is going to be based on, quality of life, economic development, health safety
and welfare, or will decisions be made to do infrastructure based on matching funds that
are available. He clarified if the Commission will make decisions on the ability to generate
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 14
more funds to do projects that have potential to create more road improvement funds.
He suggested the Commissioners in their cities begin partnerships, grant writing, look for
matching funds, and what is the highest and best need. He discussed how Temecula
sought a federal grant and obtained $50 million and being heavily invested in SB 1 funds
of $82 million and bid on the French Valley Parkway Phase II it turned out to be $140
million due to the escalation of costs as this 30-year time limit goes by. He stated through
the Interstate 15 Lane Expansion Task Force Caltrans agreed to give matching SHOP funds
to put acceleration and deceleration lanes on the 1-15, which Temecula is putting up $8
million. He suggested a semi-annual report on grant funds that are available and
applications being made by every city showing forth an effort that the Commissioners are
making. In the polling done by the Commission the citizens said they had no problem the
sales tax did not expire as the Commission understands that this tax over 30 years will not
pay for the current project list. Commissioner Naggar concurred with Commissioner
Magee's comments and is curious how that section dropped off as it is a critical section
from Cajalco to the southern corridor. He expressed concern there are so many people
in the southwest Riverside County who have contributed to causing a $1 billion a year
economic development effort and that area is a critical regional economic development
creator and exponentially starts to affect quality of life if traffic does not move through
that area. He suggested all Commissioners need to start looking out over the years, first
to get this passed and if it is being put on the ballot and putting forth this list he will
presume the Commissioners want this to pass as this is the only way to solve it.
Commissioner Naggar referred to Commissioner Zimmerman's interchange project he
suggested to put on the list, and he has no problem putting that on the list, but these
funds must come from somewhere else and to start those partnerships now.
Commissioner Perez suggested to bring back the 1-15 Corridor Improvement Project Ad
Hoc Committee to discuss Bundy Canyon Road and put it on the table and continue the
advocacy efforts at the federal and state level. This is a draft plan so that is the purpose
behind this conversation and the Commissioners need to bring up their points of concern,
the challenges and list them and move forward. He supports this and expressed working
together to make this happen.
At this time, Commissioner Vargas left the meeting.
Commissioner Kimberly Muzik stated this is her first Commission meeting since
Commission Reed was not able to attend and expressed concern about the open ended
tax. She suggested it will confuse the residents when they go to the ballot and suggested
it would be better to say it will be a forever tax rather than stating it is open ended. She
stated to put it as it is the half percent it will take care of Riverside County's roads and
leave it at that.
Commissioner Jan Harnik expressed hearing two important things, which is to educate
the voters and to be honest with the people the Commissioners represent. She explained
the Commissioners are here to entertain the thought of adopting a draft plan, this is not
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 15
saying the Commissioners are voting for a tax they are voting to adopt a draft plan. There
has been a lot of work put into it and the Commission has always shown themselves to
be nimble and respond to what the needs are as they change, which will happen as they
go forward. She moved staff's recommendation along with the wording that Mr. Hake
provided.
Chair Benoit clarified if this motion would include Garbani and the 1-15 corridor items that
were brought up.
Commissioner Harnik replied the two projects yes and clarified if they could entertain the
sunset, but when the two focus groups were conducted it was found with all the outreach
that there was not opposition to having it written that the voters can repeal this at some
point. If the Commissioners need to entertain that thought they can however, they need
to take into consideration the lessons learned.
Anne Mayer explained the Commissioners are raising a question about the term that they
expect to be a hot topic of conversation over the next five months of public review and
comment. She suggested the instinct would have been there should be a term on the tax
as it shows that it will end. As Commissioner Harnik mentioned in all the focus group
conversations and the feedback received that answer the Commission has gotten from
the members of the public is no they want to be in control. If they do not think the money
is being spent correctly they want the power to be able say the tax ends. Anne Mayer
stated that is why it is the way it is in the draft; that being said she expects this to be an
area where there will be many public comments on multiple fronts. She would expect
that no matter whether the Commission puts it in as 30 years or as indefinite now this will
be a topic of conversation for the Commissioners in June about which way to go.
Commissioner Washington expressed not being certain where he stood and leading up to
this point he has voted against the tax. As he reads the staff report and read that the final
plan will be presented to the Commission on June 10 for consideration to be placed on
the November ballot. He continued to read as the Commission previously stated there is
independent public value to creating a Traffic Relief Plan to set a blue print for future
Riverside County regardless of whether the plan is put to a vote of the people there is no
fiscal impact to the approval of the draft plan for public circulation. Commissioner
Washington explained as a County Supervisor and his colleagues on the Commission will
understand his comments as they all have cities within their districts and listening to the
comments from at least three of the four cities in his district that are represented and
one is not here. He stated they are asking for support of the plan and he expressed
supporting the plan due to the information he just read and does not feel that is
inconsistent with his previous vote about the tax and will reevaluate in June. He
suggested the Commission needs a plan whether they vote to submit it to the voters or
not.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 16
Commissioner Bailey expressed having a great discussion and summarized there is an
information gap not just a funding gap with the public and this gives the Commissioners
an opportunity for them who probably understand it from his prospective and the public
feedback received they have an elementary education on the transportation systems not
just of today but of tomorrow. This is an opportunity for the Commission to not just fill
the funding gap but the information gap and to take the elementary education to a college
degree in transportation moving forward transportation of the future. As representatives
they are going to educate their constituents and as problem solvers as the problem was
discovered a Level of Service (LOS) "F" in the transportation system and coming soon what
will be done. He explained the decision making they are not the ultimate decision makers
it will be the voters, and the Commission's job is to receive public input over the next five
months and make a decision later to put the tax on the ballot and he is supportive of that.
Commissioner Naggar clarified the motion as it supports staff's language and that was his
second for discussion and that also includes the list that was presented.
Anne Mayer replied if the Commissioners approve staff's recommendation and this plan
it includes all the projects included in this, which all of the projects that were included in
the investment list in December is in this plan. She also heard in this motion that Garbani
1-215 and 1-15 southern extension from Cajalco to SR-74 would be included.
In response to Commissioner Naggar's clarification with Commissioner Harnik that is part
of her motion, Commissioner Harnik replied that is accurate.
Commissioner Naggar stated his second will reflect that as well. He asked Anne Mayer
when talking about "the plan" is the plan the list or is the plan a plan of priorities, funding,
inflation, etc.
Anne Mayer referred to Legal Counsel Steve DeBaun to respond.
Steve DeBaun replied the plan is the Traffic Relief Plan that is attached to the staff report.
That is the technical plan that is referred to in state law as the expenditure plan that is
required to be attached to the ordinance when adopted so that is the plan.
Commissioner Naggar concurred and stated he does not want to necessarily get into
semantics and understands the legality so it is the list. There is no functional plan and
clarified that this plan is the one that is being proposed to be used in the ballot measure.
Anne Mayer replied yes and stated whatever final version of this plan would be attached
and if it goes forward this would be the expenditure plan.
Commissioner Naggar asked if it is reasonable to assume this Commission at some point
will have an actual plan a plan that puts things in a matter of priority based on some
criteria the Commission establishes and when would it occur.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 17
Anne Mayer replied implementation of an expenditure plan approved by the voters
would be handled the same way it has been done with the two other sales tax measures,
which is the expenditure plan and the ordinance are the parameters under which this
Commission would have to create implementation criteria. If this were to pass by the
voters the Commission would decide how to implement the plan as approved by the
voters. She stated the expenditure plan is not just a list, it also has intent built in. If the
voters approve a plan that talks about what the objectives are this Commission would
have to adhere to what those objectives are in addition to the list of projects.
Commissioner Naggar inquired understanding there is a list that cannot be implemented
yet and so some people were selling something that may not get delivered absent a true
plan.
Chair Benoit stated the motion was verbally made by Harnik and seconded by Naggar.
M/S/C (Harnik/Hanna) to:
1) Discuss and provide input on the draft Countywide Traffic Relief Plan
(Plan);
2) Approve the draft Plan for public circulation and comment through
June 10, 2020;
3) Authorize staff to correct any non -substantive typos, error, or omissions;
and
4) Support draft language all projects included with the addition of Garbani
1-215 and 1-15 southern extension from Cajalco to SR-74.
No: Jeffries, Lorimore, Welch, and White
In response to Chair Benoit's clarification to Commissioner Magee if the project added
was enough or if he wanted to discuss the 1-15 Corridor Improvement Project Ad Hoc
Committee, Commissioner Magee suggested this be discussed at its Commission
Workshop.
10. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION
There were no items pulled from the Consent Calendar.
11. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT
11.A Anne Mayer wished the Commissioners a Happy New Year. She reminded the
Commissioners about the Annual Commission Workshop on Thursday and Friday,
January 30-31, 2020, at the Hilton Palm Springs. Please RSVP regarding their
attendance if they have not yet done so.
Riverside County Transportation Commission Meeting Minutes
January 8, 2020
Page 18
• Reminder there are no Committee meetings in January due to the
Commission Workshop.
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
102-091-006
RCTC
Dr. Gulabrai B. Ukani
There were no announcements from the Closed Session Items.
13. ADJOURNMENT
There being no further business for consideration by the Riverside County Transportation
Commission, Chair Washington adjourned the meeting at 11:13 a.m. The next
Commission meeting is scheduled to be held at 9:30 a.m., Thursday and Friday,
January 30-31, 2020, at the Hilton Palm Springs, Palm Springs.
Respectfully submitted,
Lisa Mobley
Clerk of the Board
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MEETING MINUTES
Friday, January 31, 2020
1. CALL TO ORDER
The Riverside County Transportation Commission was called to order by
Chair Ben J. Benoit at 8:33 a.m. at the Hilton Palm Springs Hotel, 400 E Tahquitz Canyon
Way, Palm Springs, California.
2. PLEDGE OF ALLEGIANCE
Commissioner Lisa Middleton led the Commission in a flag salute.
3. ROLL CALL
Commissioners/Alternates Present Commissioners Absent
Mike Beauchamp
Ben J. Benoit
Brian Berkson
Randall Bonner
Joseph DeConinck
Kathleen Fitzpatrick
Raymond Gregory
Yxstain Gutierrez
Berwin Hanna
Jan Harnik
Steven Hernandez
Jeff Hewitt
Kevin Jeffries
Linda Krupa
Clint Lorimore
Scott Matas
Lisa Middleton
V. Manuel Perez
Dana Reed
Larry Smith
Wes Speake
Karen Spiegel
Chuck Washington
Art Welch
Lloyd White
Michael Vargas
Scott Vinton
Bill Zimmerman
4. PUBLIC COMMENTS
There were no requests to speak from the public.
5. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
Rusty Bailey
Waymond Fermon
Andrew Kotyuk
Bob Magee
Michael Naggar
Ted Weill
Riverside County Transportation Commission Meeting Minutes
January 31, 2020
Page 2
6. ADDITIONAL AWARDS FISCAL YEAR 2019/20 SB 821 BICYCLE AND PEDESTRIAN
FACILITIES PROGRAM FUNDING RECOMMENDATIONS
Jenny Chan, Management Analyst, presented the additional awards for Fiscal Year
2019/20 SB 821 Program, highlighting the following areas:
• SB 821 — 2 percent of Local Transportation Fund (LTF) revenue; Bicycle and
pedestrian projects; and bike and pedestrian Master Plans
• Past Commission actions: June 2019 Commission meeting — Four awarded
projects in the Coachella Valley and eight awarded projects in Western Riverside
County
• A list of the awarded projects
• Staff recommendation: Additional award projects
• A map of the FY 2019/20 additional awards, which project locations are
approximate
M/S/C (Jeffries/Gregory) to:
1) Approve additional project awards for the Fiscal Year 2019/20 SB 821
Bicycle and Pedestrian Facilities (SB 821) program for an additional
amount of $1,611,395 and a total amount of $5,513,310;
2) Direct staff to prepare memorandums of understanding (MOUs) with the
project sponsors to outline the project schedules and local funding
commitments; and
3) Authorize the Chair or Executive Director to execute the MOUs with the
project sponsors, pursuant to legal counsel review.
7. COUNTY OF RIVERSIDE REQUEST FOR A LOAN ON HAMNER BRIDGE PROJECT
Lorelle Moe -Luna, Multimodal Services Director, presented the County of Riverside
request for a loan on Hamner Bridge Project, highlighting the following:
• A map that depicts the project location in Western Riverside County
• Cash flow to contractor, cash flow from FHWA, and Loan request
Anne Mayer stated that per the federal legislative panel discussion the next
transportation act would include the bridge program again. She discussed the last act
and the federal government trying to streamline their funding programs in that they
eliminated the highway bridge program that had been funding deficient bridges across
the country.
Commissioner Spiegel expressed this is an extremely important project as the Hamner
Bridge has been long term there were many issues that needed to be addressed, and it is
Riverside County Transportation Commission Meeting Minutes
January 31, 2020
Page 3
a vital connection between the cities on the other side of 1-215 and with that she made
the motion to approve.
Commissioner Berwin Hanna discussed the flooding at the north end of the freeway
bridge in Norco and how the city manager and the engineer went to Congressman Ken
Calvert's office and former Supervisor John Tavaglione and discussed the situation. At
that point, the city of Norco started working on it along with the Commission,
Congressman Calvert, and WRCOG getting involved. He expressed appreciation for the
Commission's support on this two-lane bridge, as it is 74 years old, and the traffic caused
from the residents coming south to get to the 1-15.
Commissioner Lorimore expressed appreciation for the comments, as this bridge is vitally
important as traffic conditions are getting worse throughout the area. The bridge has
been on the verge of going down before and getting to a point with the increased traffic
and with having access to 1-15 at Limonite there needs to be an alternate access point.
He expressed appreciation for the Commissioner's support on this.
MAX (Spiegel/Lorimore) to:
1) Approve a loan to the County of Riverside (County) of 2009 Measure A
Western County Regional Arterial (MARA) and/or Transportation
Uniform Mitigation Fee (TUMF) Regional Arterial program funds in the
amount of $33,463,000 for construction of the Hamner Bridge
Replacement and Widening Project (Hamner Bridge Project) with the
County's repayment of the loan anticipated from federal Highway Bridge
Program (HBP) funds;
2) Authorize the Executive Director to develop, finalize and execute
Agreement
No. 18-31-074-03, Amendment No. 3 to Agreement No. 18-31-074-00,
with the County and cities of Eastvale and Norco for the construction of
the Hamner Bridge Project to include terms of a loan agreement,
pursuant to legal counsel review;
3) Authorize the Executive Director, pursuant to legal counsel review, to
develop, finalize, and execute a new or amend an existing agreement
with the California Department of Transportation (Caltrans) related to
the Commission's loan on the Hamner Bridge Project; and
4) Authorize the Executive Director, pursuant to legal counsel review, to
develop, finalize, and execute agreements with the County, city of
Eastvale, city of Norco, and/or Caltrans related to the loan for the
Hamner Bridge Project.
Abstain: Speake
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January 31, 2020
Page 4
8. REMEDIAL WORK CONTRACT FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT
PROJECT
David Thomas, Toll Project Manager, provided an overview for the remedial work contract
for the SR-91 Corridor Improvement Project.
In response to Commissioner Scott Vinton's inquiry about reimbursement, David Thomas
replied the Commission would invoice them as part of the settlement agreement.
In response to Commissioner Vinton's question about the additional work that is listed in
Exhibit A, David Thomas discussed the details of the additional work.
M/S/C (Vargas/Spiegel) to:
1) Approve Agreement No. 20-31-043-00 with Atkinson/Walsh a Joint Venture
(AWJV) to perform remedial work for the State Route 91 Corridor Improvement
Project (SR-91 CIP) in an amount not to exceed $500,000; and
2) Authorize the Executive Director, pursuant to legal counsel review, to finalize
and execute the agreement.
10. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT
10A. Commissioner Jan Harnik referred to the January 30 CTC meeting and requested
Tom Kirk, CVAG Executive Director, to provide details from the meeting.
Tom Kirk announced CVAG was allocated $29.5 million for CV Link and looks
forward to working with Caltrans on the rest of the project.
10B. Anne Mayer announced:
• There is no February Commission meeting due to the County holiday.
• Recruitment for the new Citizens and Specialized Transit Advisory Council
(CSTAC) and if there are any constituents who might be interested to share
the application information.
11. ADJOURNMENT
There being no further business for consideration by the Riverside County Transportation
Commission, the meeting adjourned at 8:57 p.m.
Respectfully submitted,
Riverside County Transportation Commission Meeting Minutes
January 31, 2020
Page 5
Lisa Mobley
Clerk of the Board
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MINUTES
Thursday and Friday, January 30-31, 2020
The Riverside County Transportation Commission Workshop was called to order by
Chair Ben J. Benoit at 1:00 p.m., at the Hilton Palm Springs Hotel, 440 E Tahquitz Canyon Way,
Palm Springs, California.
PLEDGE OF ALLEGIANCE
Commissioner Dana Reed led the Commission in a flag salute.
COMMISSION ROUNDTABLE — 2020 WHAT NEEDS OUR ATTENTION?
Chair Ben Benoit explained there is no action being taken on this item as this is an opportunity
to discuss transportation, where are the concerns, where do you see the Commission going, and
where the Commission is at.
The Commissioners provided the following recommendations:
• Create an 1-15 Corridor Task Force Committee and the 1-10 corridor impacts the 1-15 so
the 1-10 Corridor should have official representation in this task force committee for that
area
• Related to State Route 79, create a task force with the surrounding cities such as the cities
of Murrieta, Temecula, and the Pass Area to partner; use the city of Temecula that
received state and federal funds as a model; and the key points of economic development
so infrastructure supports that
• With the addition of SR-79 and the Mid County Parkway Project enable economic growth
manufacturing in that area to keep the systems in the city of Hemet as 80 percent of the
city of Hemet's residents works outside the city
At this time, Commissioner Kevin Jeffries joined the meeting.
• Continue to focus on rail service to the Coachella Valley
• Continue to focus on the county connectivity discussions and the next chapter to enter
into is to be a team and focus to make an investment in Riverside County and their regions
and tie one side to the other
• Put more pressure on the state and federal representatives to attract grant funds; have a
single voice along with smaller voices to encourage the residents to put pressure on the
state and federal representatives that Riverside County needs more capacity; and push
for the representatives and Caltrans to help fund their own projects as well
• Do more advocating for the Commission and getting more editorials that mention the
cities or entities they are representing and advocating RCTC was involved; and work
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 2
within the districts to have the cities work more cohesively as a county and putting their
voices forward even when issues are going on
At this time, Commissioner Jeff Hewitt joined the meeting.
• Receive information on development and the impact on transportation with successful
land planning and zoning and the nexus of successful or failing transportation come
together. This will be beneficial information to work together in their communities to
resolve better economic development and quality of life
PREVIEW OF DEBT REFINANCING OPPORTUNITIES
Theresia Trevino, Chief Financial Officer, presented a preview of 91 Express Lanes debt
refinancing opportunities, highlighting the following areas:
• No leveraging of surplus toll revenues: Desire to preserve future financings involving
surplus toll revenues from RCTC toll facilities; may return in future with innovative
financing ideas; and existing surplus toll revenues still available to fund 91 corridor
projects
• Current 91 Express Lanes Toll debt
• Why consider a refinancing — Debt management tool and criteria
• Proposed plan of refinance — Debt today and debt after refinancing
At this time, Commissioners Clint Lorimore, V. Manuel Perez, and Yxstain Gutierrez joined the
meeting.
• 2020 refinancing objectives — Burdensome covenants and future debt service
• Historical Basis for tax-exempt rates
• Summary: Option 1— Maintain existing debt structure
• Summary: Option 2 — Refinance debt
The Commissioners had a thorough discussion regarding Options 1 and 2, including the following
areas:
• Suggested waiting 90 days from the March schedule to pursue refinancing
• They discussed the difference if the Commission went with Option 2 vs. Option 1
• There was support for staff's and B of A's recommendation
• There was concern there were no handouts for this item
Theresia Trevino discussed the following:
• Based on the current schedule is to sell the bonds late March and closing the transaction
in the last week of March.
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January 30-31, 2020
Page 3
• What triggers a financing if the Commission goes past the 60 days the internal costs to be
incurred that would be associated with that such as the financial team has to be paid,
legal counsel is involved, the bankers are contingent on the deal being done.
• The difference with Option 2, which is a cash flow available within the time frame the
Commission needs them for projects the toll team can start working on the necessary
procurements in the next few months for fund the following three projects: 15/91 ELC,
91 Corridor Operations and the 71/91 Interchange Projects.
• The numbers are still being worked on the financial analysis that has been changing daily
this week as they continue to engineer the analysis and at the Committee/Commission
cycle there will be numbers available. Currently she has the amount of debt that would
be refunded, which is $683 million, which is the Commissions' largest refunding to date.
At this time, Anne Mayer clarified staff is not asking for the Commissioners' approval of this deal
today; that will come at a future meeting. She explained they did not want to get too far down
the road conceptually, so the question is does the Commission want staff to continue to gather
the data and detailed information and bring it back through the committee process or do they
want staff to discontinue.
The Commissioners then discussed the following:
• For Option 1 there was discussion on the tolling authority.
• Asked staff to continue to do what they are doing and bring it back as soon as possible.
• If the Commission went forward with this and did the refinancing at the end of March
could it be redone again in the summer or sometime later in the year if the rates did dive
down and the Commission could potentially save more.
Theresia Trevino stated the tolling authority is 50 years from when the lanes open, which was
2017 so the term of the authority is still the same. Theresia Trevino's assumption would be no
the refinancing could not be done again at least on a tax exempt basis, which has slightly lower
rates because the TIFIA would be refunded primarily with tax exempt debt.
At this time Commissioner Steven Hernandez joined the meeting.
The Commissioners continued to discuss the options, highlighting the following:
• For the 15/91 ELC Project the funding for that was SB 132 and needed more information
on the funding for that. Also to be cautious as markets can tumble and things can happen
really quickly.
• As part of the conversation this allows the Commission to go forward with some of the
projects and as part of the analysis that staff brings back to look at what the costs are of
not moving forward and increased costs that may be associated with doing this at a later
date as opposed to doing this now.
• Option 2 was supported.
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January 30-31, 2020
Page 4
Anne Mayer stated for the 15/91 Northbound Connector Project $180 million came from SB 132
and the projects costs are greater than that so the Commission will use surplus toll revenue for
the rest.
Anne Mayer explained this item will be coming back to the February Budget and Implementation
Committee and forwarded to the March Commission with all the proposals, detailed staff report
and official statements for discussion. She clarified with Theresia Trevino about the process the
Commission goes through to create all of the official legal documents the Commission would
need to approve and how long would that process take for an offering of this size.
Theresia Trevino replied this is a refunding so it is a lot easier than doing a new financing with a
new security such as the toll revenues or the sales tax so a couple of months to get the documents
in good shape, which is what the team has been working on at this point. There are agency rating
meetings and at that time there will be better numbers to present.
Anne Mayer stated in order to put a deal together it takes approximately two months to bring to
the Commission for approval. She explained if the market changes in July it would take two to
three months to catch that and all the details will be brought to the Budget and Implementation
Committee in February for discussion.
At this time, Commissioner Michael Vargas joined the meeting.
At this time, Chair Benoit presented Past Chair Chuck Washington with an award to
commemorate his tenure as Chair for 2019.
RCTC AT WORK: PANEL DISCUSSION
Cheryl Donahue, Public Affairs Manager, moderated a panel discussion with the following staff:
Stephanie Blanco, Capital Projects Manager, Jennifer Crosson, Toll Operations Manager, Mark
Lancaster, Capital Projects Manager, David Lewis, Capital Projects Manager,
Bryce Johnston, Capital Projects Manager, and David Thomas, Toll Projects Manager. She
focused on existing projects in Western Riverside County, the Pass Area, and the Coachella Valley.
The panel then discussed the toll projects going on due to the public interests and discussion
about the significance of these projects, updates, the challenges, and questions related to these
projects in Western Riverside County, the Pass Area and in the Coachella Valley and also women
in transportation.
At this time, Commissioners Andrew Kotyuk and Lisa Middleton left the meeting.
Cheryl Donahue opened it up for discussion. The Commissioners and the panel discussed the
following: The connector bridge on to SR-71 as part of the future expansion of SR-71, turning
over the tolling statements, the 40 signs that will be put up, the anticipated ribbon cutting, the
Army Corps of Engineers challenges, 1-15 from Corona to Lake Elsinore and going down to San
Diego County, about being on target and moving forward for the 1-15 Railroad Canyon project, 1-
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January 30-31, 2020
Page 5
10 major project that is going from Pennsylvania Street in Beaumont to Highway 111 and the
coordination with the SR-60 lane closures, improvements for the 71/91, lessons learned after the
successful 55-hour closure in Corona, the Riverside Downtown Station improvements and the
study that was done through Metrolink of similar stations and issues related to safety and
security, why the existing switchable transponders no longer beep, the 1-15 toll lane on the
Eastvale side right before the south side on SR-60, which is a mile from San Bernardino County
Line and what coordination is being done, request to have Caltrans update the Commission on
the swarm projects on SR-60, 1-10, and 1-215, and solving the problem of moving these
environmental documents related to CEQA projects more quicker.
Anne Mayer explained for the 1-15 Corridor there is one currently under construction and the
next phase that goes to the city of Lake Elsinore is underway, and the stretch from Lake Elsinore
to the Los Angeles County Line there is no funding to keep that moving forward and
Commissioner Magee had requested to bring back the 1-15 Corridor Improvement Project Ad Hoc
Committee and Chair Benoit has authorized that so at the first meeting it will be discussed what
is next and the French Valley Parkway project will be included.
At this time Commissioners Ferman, Matas, Spiegel, and White left the meeting.
Chair Benoit also left the meeting, therefore Vice -Chair Jan Harnik assumed the position as Chair.
LEGISLATIVE PANEL — WHAT'S HAPPENING IN WASHINGTON, D.C. AND SACRAMENTO?
David Knudsen, Legislative Affairs Manager, moderated a panel discussion with the Commission's
Sacramento and Washington D.C. lobbyists Mark Watts, Kathy Ruffalo, and Cliff Madison, to
update and provide information on what is going on in the nation and the state capitol related
to State and Federal Legislation, and predictions for 2020.
Anne Mayer started off the discussion about the SAFE rule and the fact the Commission will not
be in conformity at the SCAG Region, and what does that mean.
Mark Watts stated it means if the project needs a minor tweak done to it that cannot be done.
Anything that needs to be added to the project through FTIP it cannot conform to that.
Anne Mayer stated if that cannot be done that is why Highway Administration cannot make any
decisions, which means Federal Highway Administration cannot give any rules on any federal
document they cannot approve any federal obligations of any funds, which is a significant issue.
There was discussion about how CEQA is much longer and much more complicated and it slows
down projects, and the water quality at the state level, and if there is any legislative push to
challenge that in Riverside County as the Governor said he does not want to fund any kind of
passing. Mark Watts expressed concern in the Governor's budget that refers to the STIP as a
source of funding for sustainable uses and the RTIP is for SCS, which can be interrupted as positive
or extremely negative on making progress on making projects. He then discussed the congested
corridor grant programs.
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January 30-31, 2020
Page 6
Anne Mayer discussed the effort that is underway a few years ago to modify the State
Transportation Improvement Program where it was decided that 75 percent of state funding of
the County and what the priorities are. She discussed the California Transportation Commission
(CTC) and how this region has been represented by Commissioner Joe Tavaglione for several
years and how the next several weeks will tell the Commission a great deal.
There was discussion about the framework being done in Washington about the Fix It First
prioritization, which is a way of stating not to add funds to capacity to fixing what you have now,
which is uncertain what that means and it could mandate not just at the federal level but at the
state level.
WRAP UP AND NEXT STEPS
At this time, Anne Mayer announced the workshop is done for the day and that dinner will be
served at 6:00 p.m. Lauren Skiver, GM/CEO from SunLine will have a presentation about
technology at the dinner. Breakfast will be served from 7:30 a.m. — 8:30 a.m. and from 8:30 a.m.
— 9:00 a.m. there will be a Commission meeting, and then the Workshop will commence at
9:00 a.m.
At 5:05 p.m., Chair Harnik called for a recess until 6:00 p.m.
PRESENTATIONS ON SUNLINE AND NEW TECHNOLOGY
Lauren Skiver, GM/CEO presented an overview of Today's Transit for Tomorrow's World — How
SunLine Transit Agency is Revolutionizing Transit, highlighting the following areas:
• Routes - 14 local fixed -routes, one express line, one Riverside commuter link, and ADA
paratransit; Fleet-61 CNG, 16 Electric Hydrogen Fuel Cell, 4 Electric Battery BYD, 39 CNG
paratransit vehicles; and Revenue Miles vs. Passenger Trips — 4.3 million revenue miles
and 4.5 million passenger trips
• Transit and System improvements
• Hydrogen basics, benefits, safety, and cost/benefit
• SunLine's Technology Contribution
• CARB Innovative Clean Transportation (ICT) Regulations and Transit Requirements
• CARB Advanced Clean Truck (ACT) Regulations/Medium & Heavy Duty Requirements
• SunLine's Hydrogen Program
• Powering a Clean Tomorrow —Today: Potential Funding Sources; and How can we do it
• Completed Training Modules — Advanced Technology Technician Training; Planning and
executing ZEB's in service; Procurement Insights for ZEB purchases; and Leadership,
mission, value creation for a successful ZEB program
• Looking for Partners — Local Academic Institutions, Manufactures, Private Business; and
Coachella Valley Leaders
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January 30-31, 2020
Page 7
There being no further business for consideration by the Riverside County Transportation
Commission, the workshop adjourned at 7:15 p.m. The Commission Workshop will reconvene
Friday, January 31 at 9:00 a.m.
Respectfully submitted,
Lisa Mobley
Clerk of the Board
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 8
MINUTES
Friday, January 31, 2020
The second day of the Riverside County Transportation Commission Workshop was called to
order by Chair Ben J. Benoit at 9:00 a.m., at the Hilton Palm Springs Hotel, 440 E Tahquitz Canyon
Way, Palm Springs, California.
SB 743 — VMT — THE FUTURE IN CALIFORNIA IS CHANGING
At this time, Commissioner V. Manuel Perez left the meeting.
Anne Mayer welcomed and introduced Charity Schiller, Best Best and Krieger, LLP, to provide a
presentation on the implementation of SB 743. She explained hearing Mark Watts at the
legislative panel discussion from yesterday talking about a lot of conversation that is occurring in
Sacramento about the fact that while there may not be any new legislation that's a big ticket for
conversation implementation of law using policy and procedures this is going to be a very weak
year. She then discussed the conversations in Sacramento about all the different priorities and
there are really good goals and objectives but many of those policies are bumping up against
each other. She expressed a lot of the conflict is going to come in under the SB 743, which is why
Ms. Schiller is here to discuss the implementation of SB 743.
Charity Schiller presented the details of SB 743, highlighting the following areas:
• Background:
o CEQA requires agencies to consider transportation and traffic impacts prior to
approving projects
o Historically, a delay -based metric has been used
o Level of Service(LOS) measures how efficiently traffic flows through roadways and
intersections on an A through F scale
o LOS impacts are often mitigated through roadway efficiency improvements
(widening, restriping, signalization, interchange improvements, connectivity
between communities, and fair -share fees)
o Separate from CEQA, LOS standards are also reflected in most city/county general
plans
• The state steps in:
o By the early 2000s, there were growing concerns regarding greenhouse gases
(GHG) and global warming: AB 32: Legislature recognizes global warming and
establishes state-wide GHG reduction targets
o State focues on the transportation -sector, sought to encourage infill, and tried to
limit "sprawl": SB 375: Each Metropolitan Planning Organization must develop a
Regional Transportation Plan that "caps" through a "Sustainable Communities
Strategy"
• The state's next step: SB 743:
o SB 743 amended CEQA to require that transportation impacts in certain areas be
analyzed using something other than LOS
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January 30-31, 2020
Page 9
o Legislature focused on Vehicle Miles Traveled (VMT) as the new metric
o CEQA Guidelines 15064.3 confirmed that VMT is generally the most appropriate
metric going forward
• Is SB 743 a step forward or step back:
o Extensive debate on whether VMT is "better" than LOS. (If your trip is only
ten miles, but it takes you two hours to make that trip because of
congestion, are you really reducing GHGs?)
o Although intended to facilitate residential infill, does SB 743
unintentionally worsenthe housing crisis by making it harder/more
expensive for less urbanized areas to build affordablehousing?
o Doesn't the switch to VMT disproportionately affect development in areas
that are not yet fully developed (like much of the Inland Empire)?
• The bottom line requirement
o Regardless of the uncertainty and arguments, agencies must change their
method of analyzing traffic impacts in CEQA documents no later than July
1st.LOS/delay will no longer be considered a "impact"
o VMT analysis is "generally" required
o Caveat per Citizens for Positive Growth & Preservation v. City of
Sacramento (cert. 12/2019). Argument that LOS is no longer a CEQA impact
now
• Why is the July 15t deadline important?
o It flips traditional traffic impact analysis and mitigation on its head
o Things that we once viewed as traffic mitigation because they reduced vehicle
delay (i.e., new, wider, better roads), might now be viewed as causing a traffic
impact because they arguably facilitate VMT in some circumstances
• Why is the July 15t deadline important (continued)?
o Issues re Cost/Timing:"If the [CEQA] document meets the content requirements
in effect when the document is sent out for public review," it need not be updated
(CEQA Guideline 15007)
o But some real uncertainties with regard to documents that are in mid -preparation
• Issues re how much VMT is "significant"?
o Do agencies want a jurisdiction -wide threshold; a regional threshold; or attempt
to address on a project -by -project basis
o If VMT threshold is too low, an EIR will be required for virtually every project
(Discourages development?)
o If VMT threshold is too high, an EIR may never be required. (Illusory?)
o OPR recommends a threshold of reducing VMT to a level of "15% below that of
existing development"
o What happens when thresholds conflict?
o Any threshold must be supported by substantial evidence and be adopted through
a public process
• Issues re Caltrans and RTPs:
o Caltrans working on a proposed VMT threshold
o How will it apply when local sponsor (RCTC or others) are CEQA lead agency, but
Caltrans review is required?
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January 30-31, 2020
Page 10
o Will RTPs re -focus on reducing VMTs, rather than facilitating vehicular circulation?
• Issues re technical analysis:
o CEQA process still fundamentally the same: describe project; calculate VMT
impact; compare to threshold; mitigate if significant
• However, technically complex:
o How "far out" from Project site must VMT be calculated? When does it become
speculative?
o Particularly for transportation projects, how do we calculate the existing
"baseline" VMT for purposes of evaluating the impact
• Issues re mitigation:
o CEQA requires all "feasible" mitigation for significant impacts
o Greater emphasis on measures that reduce VMT (bicycles, pedestrian, train,
busing, carpool)
o But can we "feasibly" mitigate to a level of less -than -significant for large projects?
o Large-scale mitigation comes with large-scale price tags. A regional mitigation
approach may be an option
• More issues re mitigation:
o How to show that "mitigation" is additive (over and above what would normally
happen)?
o More pressure to "bundle" projects that reduce VMT with projects that increase
VMT? A new way of looking at project planning?
o If LOS is no longer an "impact," what does this mean for current "mitigation"
schemes?
• Litigation issues:
o CEQA continues to be a cudgel for many groups
o Every uncertainty is an opportunity for legal challenge
o Litigation costs are especially tough on public projects without private sponsors —
including nearly all transportation projects
• With all the uncertainties around VMT, can agencies at least scratch LOS off their list?
o Probably not.
o LOS still used in many planning documents (e.g., general plans)
o Land use consistency, land use adjacency, public health, and quality of life issues
are tied to LOS in some jurisdictions
o LOS goals might still be an important factor for decision -makers to weigh before
acting on a proposed project
At this time in the presentation of "Where do we go from here?" Charity Schiller turned it over
to Anne Mayer to discuss.
Anne Mayer explained wanting to bring this to the Commissioners' attention not only to ensure
they are aware for their jurisdictions but also the practical implications for the Commission. She
used the 1-15 Southern Extension as an example, as the Commission is starting the 1-15 Southern
Extension environmental document, there have been public scoping meetings, issued a notice of
preparation to the public, and it is likely going to be the Commission's first project that will have
to analyze VMT as part of its traffic analysis. She expressed there is no guidance yet, the guidance
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January 30-31, 2020
Page 11
is being developed and collectively the transportation stakeholders are not actively engaged in
that effort. She explained in order to reduce GHG emissions one of the most effective things that
can be done is toll lanes and congestion pricing, which is the most effective way to reduce GHG
emissions, however the 1-15 Express Lanes will reduce GHG but it will increase VMT and how does
that get mitigated. She then discussed the Commission's options in working with other agencies
in Southern California about six months ago and requested the Caltrans team in Headquarters
putting this plan together to meet with them about the plan and the implications on project
delivery. Anne Mayer stated this is being shared with the Commissioners in order to get input
and direction.
The Commissioners then discussed the following areas:
Suggested to track VMT by businesses that open or businesses that have expanded and keeping
track of how many people and coming up with VMT to link those two things together; have a
program mitigation fee that goes to WRCOG to help fund this bill; suggested if the VMT is the
next step to start having the tie to the individual consumers and having to do the travel paid
through the VMT process; while focusing on exporting 400,000 people per day out of the County
if they continue to focus inward instead of outward to get credit for that while trying to reduce
the exportation of workers by virtue of investing in infrastructure that serves the County
internally; suggested this is a dangerous law and that it favors urbanization; asked about the
benefits of this law and encouraging more urban form as its important they balance the change
with some positives that benefit here with this law; what is the incentive of San Francisco; who
grades the A-F LOS; concurred there needs to be more housing when there are jobs, but the
problem is there that there is no differentiation between Coast Mesa, Irvine, San Jacinto, and
Coachella; and there needs to be a sliding scale on what's important because where they make
the most money is going to dictate. It was requested to keep the Commissioners informed as
this program progresses.
Charity Schiller explained with the VMT and tying it to the individual consumers it could be and
she then used San Francisco as an example, and discussed their incentive program to help drive
less miles. Ms. Schiller concurred about getting credit for trying to reduce the exportation of
workers by virtue of investing in infrastructure that serves the County internally. She stated from
an analyst prospective they would want to look at a project if they are required to look at projects
in terms of where everyone is driving they should also be able to claim credit or adjust the
housing affects because that does reduce VMT on a regional basis that specific project appears
to create VMT. Ms. Schiller explained the focus of transportation today was the challenges that
came up with this law because of the risk of litigation, but the benefits they are urban with the
legislative history and the guidelines, which are: responsibility of downtowns, prioritizing
expenditure of funding on trails and bicycle projects, industrial improvements on railway
expansions, basically given direction to put more effort towards those projects. The other benefit
is hopefully in the long term it will reduce GHG emissions from the transportation sector. Charity
Schiller stated not being familiar with San Francisco's program as San Francisco has a government
based incentive program also private sector programs and the tracker used is on the privacy side
of things. She stated the A-F LOS of standards are set in the local general plans for each
jurisdiction.
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 12
Anne Mayer explained in addition to the technical aspects it is staff's recommendation like the
ideas currently being shared that the Commission does everything it can in partnership with
CVAG, WRCOG, and other partners to create their own mitigation programs as the state is in the
process of creating mitigation programs. It is better to be proactive and create programs that
work here based on what the Commissioners want staff to focus on than be told what to do.
Anne Mayer stated this could be an opportunity to incentivize communities to have integrated
planning. She expressed the problem is in the implementation the way it appears to be headed
from an implementation standpoint is punitive not incentivizing.
At this time, Commissioners Berkson, Gutierrez, Jeffries, Lorimore, and White left the meeting.
ZERO FATALITIES TASK FORCE RECOMMENDATIONS
Commissioner Lisa Middleton welcomed the Commissioners to the city of Palm Springs. She then
presented a review of the draft of the final report for the Zero Fatalities Task Force, which could
have some changes before this gets to final form. It is now resting with the Secretary of the
California State Department of Transportation for his final approval before moving on to the
Legislature. Commissioner Middleton presented the findings, highlighting the following areas:
• 85th Percentile Rule
• The Task Force Members included 40 people — Police Chiefs, Traffic Engineers, Academics
in the Transportation Area, two Elected Officials, the city of Culver City Mayor, and
Commissioner Middleton
• The Task Force made 17 findings and 26 recommendations, which she then highlighted
some of the findings
• There are a set of changes being recommended and provided a basic idea behind how
speed limits will be set in the future if the recommendations were approved by looking at
a matrix
• The matrix would include the following:
o What type of roadway are we talking about
o How many lanes of traffic are there
o Is there or is there not a physical division of traffic
o What type of division of traffic is there
o What is the environment: rural, industrial, commercial, mixed, urban, or suburban
and each of these would be a factor
o What is the presence in the number of pedestrians and cyclists on the roadway
and are pedestrians and cyclists even permit some maximum speeds are going to
be on rural freeways with physical barriers between ongoing traffic, multiple lanes
of traffic, no ability for pedestrians or cyclists to enter that roadway and there are
a number of miles between the points of entry and points of exit on that freeway
• Cities could establish a central business district this could be used to set the limits that
were specific to their business district
• Revise accordingly how the state of California sets the guidelines to make the guidelines
easier to follow for municipalities all of which to reduce the average speed the people
follow
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 13
• California allow automated speed control by the cameras to identify speeds and that each
municipality could be allowed to set up cameras to watch speeds; There are provisions
that this cannot be used to simply be an income generator for the municipalities
The Commissioners then discussed the following areas:
In 1970 the speed limit was 55 MPH and several years later it went up to 70 MPH - were there
any problems with that and how did that affect the way of thinking here; local jurisdictions are
going to have the ability to change their speed limits based off those matrix and jurisdictions have
speed traps, how do they avoid that from a driver consumer prospective; and what is the timeline
on this.
Commissioner Middleton explained certainly the traffic engineers will say if you artificially take a
speed down to below what is realistic for people to drive that driving 55 MPH in a middle of an
open freeway found it is an unrealistic speed, and the goal is to not get down to unrealistic
speeds. She stated one of the conversations over the course of being on this Task Force is the
85th Percentile Rule that is extremely efficient but there is no application of local knowledge in a
setting of speed limits. In talking to people from San Francisco to rural parts of Northern
California to Los Angeles and this region it is clear that everyone knows from driving and living in
their communities where traffic issues are the worst, and not being given an opportunity to apply
that knowledge when it comes to setting speed limits is a local control issue she wants to get
back. Commissioner Middleton suggested the matrix as she has seen it laid out is one that is not
going to give the municipality the ability to take in a rapid change of what a speed limit is going
to be. Every city is going to be applying that matrix and there will be some differences from one
city to another. Commissioner Middleton stated the timeline on this is about a little over two
weeks past due to be released from the Secretary's office, it will then go out into the public and
what they are expecting is that Assembly Member Laura Friedman is going to take those
recommendations and turn them into a piece of legislation, which will probably be a 2021
introduction.
Anne Mayer expressed appreciation and commended Commissioner Middleton for her
participation on this Task Force as this Task Force is an example of how everyone can work well.
She discussed how she had the opportunity to sit in briefly on one of the meetings and they are
an impressive group of people throughout the state really committed to this idea of solving a
problem that has been around for a long time and to do so in the name of safety. The Task Force
has done a tremendous job and she looks forward to supporting from a staff perspective of the
legislation that comes out.
HIGHWAY TECHNOLOGY UPDATE
Anne Mayer welcomed and introduced Darren Henderson, WSP to present Highway Technology
and noted the Traffic Relief Strategy Committee received a brief presentation on this a couple of
months ago. She explained Mr. Henderson has a great deal of expertise related to operations;
he is going to discuss since we can't build our way out of it there are some potential solutions to
make the system we have work better.
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 14
Darren Henderson introduced Daniel Suter, Transmax and Adam Myers, Transmax and then
presented the Highway Technology Update: Smart Freeways the most important transportation
strategy you've probably never heard of, highlighting the following areas:
• Smart Freeways provides a new approach to fully control freeway operations:
o Refines the way we use familiar highway traffic management technologies
o Provides a comprehensive package of strategies to better manage freeway
operations and optimize traffic flows
• Smart Freeways uses technology to optimize freeway operations in real time:
o Works by synchronizing the flow of vehicles entering and exiting the freeway to
those already on the freeway
o Provides real time demand management to control traffic and optimize overall
freeway efficiency
• Precise data and advanced system management technology are key to smart freeways
o Can Include:
o Frequent highly precise vehicle detection
o Coordinated dynamic ramp metering
o Land -use management systems: Variable speed limits; Variable lane control; and
Shouldering running
o Incident detection and CCTV surveillance
o Traveler information
o Comprehensive and coordinated ITS control system running advanced traffic
algorithms
• Strategic design considerations are integral to Smart Freeways effectiveness:
o Can include:
o Addressing mainline bottlenecks
o On ramp queue storage and discharge
o Merge lanes and weave areas
o Off ramp discharge
o Priority vehicle lanes and ramp queue bypass
• Managed freeways is not a trivial matter:
o Requires embracing a new holistic approach to freeway traffic operations
✓ Systems approach to freeway planning, design and operations
✓ Necessitates appropriate organizational and managerial support
✓ Must be implemented with a robust partnership with Caltrans
• Smart Freeways are operating on multiple freeway corridors in Australia:
o Initially developed by VicRoads
o Melbourne's Managed Motorway system now extends over more than 100 miles
of freeways
o Also in operation in Brisbane
• Smart Freeways is the only proven strategy to reliably control freeway operations:
o Melbourne's throughput on Smart Freeways increased by up to 25% during the
peak periods
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 15
o The economic benefits of the initial Smart Freeway made the business case for
completing the entire network
At this time, Daniel Suter presented the Smart Freeways case study: Bruce Highway, Brisbane,
Australia, highlighting the following:
• An image of the Bruce Highway in 2014—The challenge
• Smart Freeways case study: Bruce Highway, Brisbane, Australia before managed freeways
during AM peak period
At this time, Darren Henderson presented the Smart Freeways case study in 2019, highlighting
the following:
• Smart Freeways case study in 2019: Bruce Highway, Brisbane, Australia after managed
freeways during AM peak period
• Smart Freeways is seeing increasing interest across North America:
o Arizona, California, Colorado, Georgia, North Carolina, Utah and Ontario are doing
or have done initial feasibility assessments
✓ Smart Freeways have been identified as a viable strategy for various
freeway corridors
• Smart Freeways is seeing increasing interest across North America:
o CDOT is proceeding with a demonstration of Smart Freeways on NB 1-25 in Denver
o Smart 25 includes:
✓ Strategic ramp modifications including freeway to freeway connectors
✓ Upgraded vehicle detection capabilities
o SMART 25 elements include:
✓ Enhanced ITS control system using Transmax STREAMS
✓ Cloud based operations using VicRoads existing control algorithms
o Construction is ongoing with operations scheduled to commence by fall 2020
• Smart Freeways in Riverside County
o High level screening of freeways across the county to identify candidate locations
o Evaluate existing traffic to develop conceptual design and cost for a potential pilot
project
• A graphic of moving rapid of flows before and after with site measures, speed, volume,
and occupancy during 4:30 AM
The Commissioners and the consultant team discussed the following: What is needed for the
feasibility studies; the metering on ramps on the mainline; tweaking ramps and looking at the
actual fees; Caltrans focus is on the mainline moving efficiently but with that comes a sacrifice to
look at areas outside; if this technology works during concerts and holiday weekends in the
Coachella Valley; and if the system is designed to be used in urban centers where there are
municipal streets.
At this time, Commissioner Hewitt left the meeting.
Riverside County Transportation Commission Minutes
January 30-31, 2020
Page 16
Anne Mayer expressed appreciation to the team for a great presentation and noted she
authorized under her single signature authority this screening of the feasibility study and they
are taking a look at locations throughout the County. They will come back with some high level
recommendations and results as soon as it is received staff will be come back to the Commission
with a presentation.
Received and discussed information on the use of technology for traffic relief strategies.
PUBLIC ENGAGEMENT UPDATE FOR DRAFT TRAFFIC RELIEF PLAN
Aaron Hake, External Affairs Director, presented the public engagement update for the Draft
Traffic Relief Plan, highlighting the following:
• Early qualitative results: January 9-23, 2020, for the roads, freeways, interchanges, trains,
buses, help with My Commute, trails and technology
• Our communication tools: Social Media, email notices; digital radio; presentations to city
councils, service clubs, industry groups; earned media; member agencies; billboards; mail
(English/Spanish); Tele-town hall meetings; and community events
• Traffic Relief Plan new coverage
Aaron Hake discussed the various comments being received.
Received information regarding recent and upcoming public engagement for the Draft Traffic
Relief Plan.
RECAP AND FINAL THOUGHTS
Chair Benoit expressed appreciation to everyone that attended the workshop and for a great job.
Anne Mayer expressed staffs' appreciation for the Commissioners attendance as the Chair
mentioned this has been the most significant attendance from Commissioners. She expressed
gratitude for the Commissioners' feedback and input and received a lot of good policy direction
so staff will be implementing the Commissioners' direction in the coming months.
There being no further business for consideration by the Riverside County Transportation
Commission, the workshop adjourned at 10:50 a.m.
Respectfully submitted,
Lisa Mobley
Clerk of the Board
AGENDA ITEM 7A
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Quarterly Sales Tax Analysis
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the sales tax analysis for Quarter 2, 2019.
BACKGROUND INFORMATION:
At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC
(MuniServices), an Avenu Company, for quarterly sales tax reporting services plus additional
fees contingent on additional sales tax revenues generated from the transactions and use tax
(sales tax) audit services. As part of the recurring contracts process in June 2018, the
Commission approved a five-year extension through June 30, 2023. The services performed
under this agreement pertain to only the Measure A sales tax revenues.
Since the commencement of these services, MuniServices submitted audits, which reported
findings and submitted to the California Department of Tax and Fee Administration (CDTFA), for
review and determination of errors in sales tax reporting related to 1,077 businesses. Through
2Q 2019, the CDTFA approved 615 of these accounts for a cumulative sales tax recovery of
$10,258,416. If CDTFA concurs with the error(s) for the remaining claims, the Commission will
receive additional revenues; however, the magnitude of the value of the remaining findings was
not available. It is important to note that while the recoveries of additional revenues will be
tangible, it will not be sufficient to alter the overall trend of sales tax revenues.
MuniServices provided the Commission with the Quarterly Sales Tax Digest Summary report for
2Q 2019. Most of the 2Q 2019 Measure A sales tax revenues were received in the third quarter
of calendar year 2019, during July 2019 through September 2019, due to a lag in the sales tax
calendar. The summary section of the 2Q 2019 report is attached and includes an overview of
California's economic outlook, local results, historical cash collections analysis by quarter, top
25 sales/use tax contributors, historical sales tax amounts, annual sales tax by business
category, and five-year economic trend for significant business category (general retail).
Taxable transactions for the top 25 contributors in Riverside County generated 24.4 percent of
taxable sales for the benchmark year ended 2Q 2019, slightly higher than the 23.1 percent for
Agenda Item 7A
1
the benchmark year ended 2Q 2018. The top 100 tax contributors generated 39.1 percent for
the benchmark year ended 2Q 2019, slightly higher than the 37.7 percent for the benchmark
year ended 2Q 2018.
In the Economic Category Analysis below, five of the six categories experienced new highs in
the 2Q 2019 benchmark year compared to the prior eight benchmark years. The Business to
Business category is slightly below the 2Q 2018 benchmark year due to the closure of medical
equipment companies in the 2Q 2019 benchmark year.
ECONOMIC
CATEGORY
ANALYSIS
%of Total / %Change
RCTC
State Wide
Orange
County
San
Bernardino
County
S.F. Bay Area
Sacramento
Valley
Central
Valley
South Coast
North Coast
Central
Coast
General Retail
28.2/5.9
28.6/3.5
30.4/5.0
26.9/1
25.5/2.5
27/5.1
28.4/0.3
28.6/4
30.1/3.8
28.0/1.4
Food Products
17.9/2.5
22.8/6.5
22.1/8.2
17.7/6.5
24.6/6.9
18.1/4.5
17.5/7.0
24.7/6.3
16.8/-12.8
35.8/14.6
Transportation
24.5/3.3
25.3/6.8
25.4/11.7
29.5/1.9
23.7/9.6
29.5/5.7
27.6/6.8
24.7/7.5
27.9/-16.7
23.0/2.3
Construction
11.0/6.4
9.9/2.7
8.8/-1.2
9.9/8.6
10.4/1.8
12.8/-0.7
12.6/3.2
9.2/4.5
16.6/-4.7
9.1/14.0
Business to Business
15.9/-0.3
12.5/-10.7
12.2/-10.5
14.2/-2.8
14.9/-11.3
11.7/-4.3
13.2/9.0
11.9/-11.8
8.2/-7.8
3.5/-26.8
Miscellaneous
2.5/4.5
0.9/-21.7
1.1/13.7
1.8/-3.0
0.9/-19.8
0.9/-17.2
0.8/-39.6
0.9/-21.6
0.4/-40.6
0.6/-29.1
Total
100.0/3.6
100.0/2.5
100.0/4.6
100.0/2.3
100.0/2.4
100.0/3.0
100.0/4.1
100.0/2.9
100.0/-8.1
100.0/5.3
General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail
Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment
Construction: Building Materials Retail and Building Materials Wholesale
Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales
Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, Leasing,
Biotechnology, I.T. Infrastructure, and Green Energy
Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments
An analysis of sales tax performance through 2Q 2019 is attached and illustrates fairly
consistent cycles for sales tax performance for most of the economic categories since 2Q 2014.
For 9 of the top 10 segments (restaurants, auto sales -new, department stores, miscellaneous
retail, building materials -wholesale, food markets, apparel stores, building materials -retail, and
heavy industry) during the eight benchmark year quarters, sales tax receipts reached a new
high point. The segments represent 62 percent of the total sales tax receipts. Service stations
representing 7.2 percent was higher than the last five benchmark year quarters since 2Q 2014.
The top 10 segments represent 69.2 percent of the total sales tax receipts. For the other 21
segments representing 30.8 percent of the total sales tax receipts, 11 segments representing
14.7 percent of the total sales tax receipts reached new high points in the benchmark year
2Q 2019. In the Economic Segments Analysis below, auto sales -new and department stores
have been in the top three economic segments. Restaurants replaced service stations in the
top three economic segments beginning in 4Q 2014. The service stations segments high
occurred in 4Q 2012 and declined through 1Q 2017 due to lower fuel prices; the 2Q 2019
benchmark year quarter for service stations reflects an increase over the last five benchmark
year quarters since 2Q 2014 due to higher fuel prices.
Agenda Item 7A
2
ECONOMIC SEGMENT
ANALYSIS
RCTC
State Wide
Orange
County
San
Bernardino
County
S.F. Bay Area
Sacramento
Valley
Central
Valley
South Coast
North Coast
Central
Coast
Largest Segment
Restaurants
Restaurants
Restaurants
Restaurants
Restaurants
Restaurants
Department
Stores
Restaurants
Department
Stores
Restaurants
% of Total / % Change
11.6/4.2
16.7/8.8
16.4/9.8
12.0/5.4
18.3/9.4
12.6/7.3
12.9/7.8
18.6/8.6
12.2/15.2
25.9/17.6
2nd Largest Segment
Auto Sales -
New
Auto Sales -
New
Auto Sales -
New
Service
Stations
Auto Sales -
New
Auto Sales -
New
Restaurants
Auto Sales -
New
Auto Sales -
New
Auto Sales -
New
ofTotal /%Change
11.0/0.8
12.1/9.5
13.9/20.6
11.0/2.7
12.0/12.6
11.9/3.0
11.8/11.1
12.0/11.3
11.2/-13.1
11.9/2.6
3rd Largest Segment
Department
Stores
Department
Stores
Department
Stores
Department
Stores
Department
Stores
Department
Stores
Auto Sales -
New
Department
Stores
Restaurants
Misc Retail
% of Total / % Change
9.9/7.2
9.7/5.1
9.6/7.0
10.7/11.2
7.4/3.6
10.9/6.8
10.9/6.4
9.0/5.0
10.1/15.4
10.1/6.7
As reported in the 3Q 2018 Sales Tax Analysis Report, staff notified the Commission of a
reporting error by one of the top 25 sales/use tax contributors related to a misallocation of the
district tax to the Commission during 2Q 2018 through 4Q 2018, resulting in an overpayment to
the Commission estimated in the amount of $2.5 million. Staff is not certain in which period
the misallocation correction will be completed; however, the Fiscal Year 2019/20 sales tax
revenues after the correction are expected to continue to reflect an increase over the
FY 2018/19 revenues.
Information regarding sales tax comparison by city and change in economic segments (two
highest gains and two highest losses) from 2Q 2018 to 2Q 2019 is attached.
Staff continues to monitor sales tax receipts and other available economic data to determine
the need for any adjustments to the revenue projections. Staff will utilize the forecast
scenarios with the complete report and receipt trends in assessing such projections.
Attachments:
1) Sales Tax Digest Summary 2Q 2019
2) Sales Tax Performance Analysis by Quarter 2Q 2019
3) Quarterly Sales Tax Comparison by City for 2Q 2018 to 2Q 2019
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 9 Abstain: 0 No: 0
Agenda Item 7A
3
ATTACHMENT 1
Riverside County Transportation Commission
Sales Tax Digest Summary
Collections through September 2019
Sales through June 2019 (2019Q2)
CALIFORNIA'S ECONOMIC OUTLOOK
California sales tax receipts increased by 16.2% over the same quarter from the previous year, with
Northern California reporting a 16.5% increase compared to 16.0% for Southern California. Receipts for
the RCTC increased by 20.8% over the same periods. Unprecedented increases were due to the
California Department of Tax and Fee Administration implementation of a new reporting system and
delay in the processing of many sales tax returns filed for the same quarter from the previous year.
• California GDP: in 2019Q2 was 1.9% change from 2018Q2. From 2019Q1 to 2018Q1 was 2.7%;
previous quarter results for 2018Q4 to 2017Q4 was 2.2%. (BEA, November 7, 2019)
• California's Sales and Use Tax: For July to September 2019 (first three months of the fiscal year)
were $77 million below forecast. Receipts for September were $52 million above the month's forecast
of $2.098 billion. Personal Income Tax: $420 million below forecast. Revenues for September were $401
million below the month's forecast of $8.65 billion. Corporation Tax: July to September 2019 were $682
million above forecast. (DOE, October 2019)
• Statewide Sales Tax Receipts: changed by 2.0% as compared to the same quarter from prior year.
LOCAL RESULTS
Net Cash Receipts Analysis
Local Collections
Share of County Pool 0.0%
Share of State Pool 0.0%
SBE Net Collections
Less: Amount Due County 0.0%
Less: Cost of Administration
Net 2Q2019 Receipts
Net 2Q2018 Receipts
Actual Percentage Change
49,801,343
0
0
49,801,343
.00
(548,970)
49,252,373
40,788,679
20.8%
Business Activity Performance Analysis
Local Collections — Economic Basis 2Q2019
Local Collections — Economic Basis 2Q2018
Quarter over Quarter Change
Quarter over Quarter Percentage Change
$50,233,521
$47,919,063
2,314,458
4.8.%
Avenu Insights & Analytics' On -Going Audit Results
Total Recovered Year to Date
$10,791,025
www.avenuinsights.com
(806) 800-8181 Page 1
RCTC
HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER
$60,000
$50,000
$40,000
$30,000
$20,000
$10, 000
$-
(in thousands of $)
■
1Q2017 2Q2017 3Q2017 4Q2017 1Q2018 2Q2018 3Q2018 4Q2018 1Q2019 2Q2019
Net Receipts }CDTFAAdmin Fees Due
$600
$500
$400
$300
$200
$100
5-
TOP 25 SALES/USE TAX CONTRIBUTORS
The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order
and represents sales from June 2018 to May 2019. The Top 25 Sales/Use Tax contributors generate
24.4% of RCTC's total sales and use tax revenue.
AMAZON.COM
ARCO AM/PM MINI MARTS
BEST BUY STORES
CARMAX THE AUTO SUPERSTORE
CHEVRON SERVICE STATIONS
CIRCLE K FOOD STORES
CONSOLIDATED ELECTRICAL DISTRIBUTORS
COSTCO WHOLESALE
DEPARTMENT OF MOTOR VEHICLES
FERGUSON ENTERPRISES
FOOD 4 LESS
HOME DEPOT
KOHL'S DEPARTMENT STORES
LOWE'S HOME CENTERS
MACY'S DEPARTMENT STORE
MCDONALD'S RESTAURANTS
RALPH'S GROCERY COMPANY
ROSS STORES
SAM'S CLUB
SHELL SERVICE STATIONS
STATER BROS MARKETS
TARGET STORES
TESLA
VERIZON WIRELESS
WAL MART STORES
www.avenuinsights.com (800) 800-8181 Page 2
5
RCTC
HISTORICAL SALES TAX AMOUNTS
The following chart shows the sales tax level from annual sales through June 2019, the highs, and
the lows for each segment over the last two years in thousands of $.
$20,000
$15,000
$10,000
$5,000
$0
1
1
I•
•
•
2Q2019
• High
• Low
I
��a� �e 5�0� Qe� `o �r▪ 5 ale 5�0� mew a�y�
5�a �e' �� 0�5 e�w ��5 �` tee ��s \o
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het 0�a� F QQ a% �e
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ANNUAL SALES TAX BY BUSINESS CATEGORY
2Q2019
1Q2019
402018
3Q2018
2Q2018
1Q2018
4Q2017
3Q2017
2Q2017
1Q2017
(in thousands of $)
54,108
34,335
47,158
21,120 30,266 4,870
30,775 4,845
54,151
34,242
46,782
20,672
54,899
33,783
46,783
20,524 30,908 3,048
53,010
32,719
47,586
20,600
31,229 3,425
51,487
30,465
45,832
18,871 29,260 3,494
49,916
32,358
45,302
20,733 29,748 4,602
50,062
31,821
44,312
18,908 29,826 4,140
49,772
30,277
45,032
18,356 29,299 4,020
49,595
29,172
J
43,561
17,786 27,822 3,284
48,419
30,88
43,466
19,004 28,542 4,189
$ 0 $ 20,000 $ 40,000 $ 60,000 $ 80,000 $ 100,000 $ 120,000 $ 140,000 $ 160,000 $ 180,000 $ 200,000
• General Retail • Food Products • Transportation • Construction • Business To Business • Miscellaneous
www.avenuinsights.com
(806
0) 800-8181 Page 3
RCTC
FIVE-YEAR ECONOMIC TREND: General Retail
$18,000
$16,000
$14,000
$12,000
$10,000
$8,000
$6,000
$4,000
$2,000
$0
(in thousands of $)
v ul lfl lfl l.fl lD l0 lD lD N N N N. 00 00 00 00 01 Dl
0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
N N N Es} N N N N N N N N N N N N N N N
a Pi P f a a
www.avenuinsights.com (800) 800-8181 Page 4
7
RCTC: Sales Tax Performance Analysis by Quarter
ATTACHMENT 2
TOTAL
TOTAL
$60,000,000 -
$50, 000, 000 -
$40, 000, 000
$30, 000, 000
$20, 000, 000
$10,000,000
$0
O- O- O- O- 0- Crr 0- O- O- O- O-
'V 'V '1/ ry '1, '1, ,y0 'V 'V 'V 'V
Q3
Q4 Q1 Q2
Economic
CATEGORY TOTAL
$18,000,000 2019Q2 QoQ %A QoQ $� YoY %0 YoY $A
$50,233,521 4.8% $2,314,458 4.1% $7,572,058
$16, 000, 000
GENERAL RETAIL
$13
,271,893
2019Q2 QoQ %A QoQ $A YoY %A YoY $A
$14,000,000 7.5% $921,818 5.9% $3,025,769
% of 2019Q2 Total: 26.4%
$12,000,000 FOOD PRODUCTS
2019Q2888,
QoQ %A QoQ $A YoY %A YoY $A
$10,000,000 $8,ofTota6 2.6% $224,925 2.5% $842,816
of Total: 17.7%
$8,000,000 TRANSPORTATION
2019Q2 QoQ %A QoQ $A YoY %A YoY $�
$12,386,774 3.2% $384,701 3.3% $1,486,802
$6,000,000 % of Total: 24.7%
I CONSTRUCTION
$4,000,000 2019Q2 QoQ %A QoQ $.6 YoY %A YoY $�
$2, 000, 000
$5,644,961 4.9% $264,523 6.4% $1,269,148
% of Total: 11.2%
BUSINESS TO BUSINESS
2019Q2 QoQ %A
$7,896,899 1.3%
% of Total: 15.7%
QoQ $.6 YoY %A YoY $A
$98,587
-0.3%-$78,380
QoQ = 19Q2 / 18Q2 YoY = YE 19Q2 / YE 18Q2
8
Avenu Insights & Analytics
RCTC: Quarterly Comparison of 2018Q2 and 2019Q2 (April through June Sales)
w
m
H
m
General Retail
Food Products
0
O
CO
O
Construction
N
A
?; Apr - Jun 2019 Apr - Jun 2018
(2019Q2) (201802)
% Chg
Gain
Gain
ATTACHMENT 3
Decline
Decline
RIVERSIDE COUNTY .
■
BANNING
5.8%
-0.2%
-6.0%
2.0%
9.5%
15.3%
606,286
614,339
-1.3%
MISCELLANEOUS RETAIL
DRUG STORES
AUTO SALES - NEW
MISC. VEHICLE SALES
BEAUMONT
-1.5%
9.3%
7.4%
3.9%
0.5%
37.1%
1,178,800
1,134,736
3.9%
SERVICE STATIONS
RESTAURANTS
FURNITURE/APPLIANCE
MISC. VEHICLE SALES
BLYTHE
-4.0%
5.5%
-14.5%
15.4%
-28.5%
223.3%
338,681
369,182
-8.3%
RESTAURANTS
BLDG.MATLS-RETAIL
AUTO SALES- NEW
SERVICE STATIONS
CALIMESA
8.4%
5.1%
3.7%
-11.8%
-9.4%
32.4%
216,885
208,164
4.2%
SERVICE STATIONS
FOOD MARKETS
AUTO SALES - USED
CHEMICAL PRODUCTS
CANYON LAKE
-9.5%
1.4%
-0.4%
-2.5%
247.5%
52.4%
76,187
65,428
16.4%
FOOD MARKETS
MISC. VEHICLE SALES
RESTAURANTS
SERVICE STATIONS
CATHEDRAL CITY
-4.7%
0.3%
4.2%
-17.2%
6.2%
-16.2%
2,204,186
2,164,584
1.8%
SERVICE STATIONS
AUTO SALES - NEW
BLDG.MATLS-WHSLE
FOOD MARKETS
COACHELLA
32.3%
7.6%
0.6%
32.8%
4.8%
78.9%
882,060
822,162
7.3%
DRUG STORES
FOOD MARKETS
AUTO SALES - USED
LIGHT INDUSTRY
CORONA
5.2%
1.9%
-5.7%
11.5%
-1.2%
-60.4%
10,233,615
10,062,118
1.7%
BLDG.MATLS-WHSLE
MISCELLANEOUS RETAIL
HEAVY INDUSTRY
AUTO SALES - NEW
COUNTY OF RIVERSIDE
-3.5%
4.2%
-6.7%
-7.9%
1.1%
-69.4%
7,321,690
7,576,936
-3.4%
FOOD MARKETS
MISCELLANEOUS RETAIL
APPAREL STORES
BLDG.MATLS-WHSLE
DESERT HOT SPRINGS
-2.3%
5.0%
6.3%
1.6%
1.7%
6.4%
403,226
388,587
3.8%
SERVICE STATIONS
RESTAURANTS
HEAVY INDUSTRY
DEPARTMENT STORES
EASTVALE
39.0%
-11.1%
-12.2%
-9.7%
1.4%
127.0%
2,024,555
1,928,520
5.0%
DEPARTMENT STORES
RESTAURANTS
MISCELLANEOUS RETAIL
FOOD PROCESSING EQP
HEMET
2.5%
-0.9%
9.3%
0.2%
12.1%
-13.0%
2,820,233
2,677,807
5.3%
AUTO SALES - NEW
SERVICE STATIONS
FURNITURE/APPLIANCE
AUTO SALES - USED
INDIAN WELLS
4.1%
18.5%
100.0%
169.8%
-14.1%
-33.2%
266,636
235,846
13.1%
RESTAURANTS
MISCELLANEOUS RETAIL
RECREATION PRODUCTS
APPAREL STORES
INDIO
13.8%
0.6%
-4.9%
7.8%
17.5%
40.8%
2,931,375
2,823,361
3.8%
DEPARTMENT STORES
BLDG.MATLS-WHSLE
SERVICE STATIONS
AUTO SALES - USED
JURUPA VALLEY
-17.8%
5.6%
-9.0%
16.7%
56.0%
-41.3%
3,246,585
2,797,985
16.0%
HEAVY INDUSTRY
DEPARTMENT STORES
MISCELLANEOUS RETAIL
LEASING
LA QUINTA
-0.9%
10.3%
0.5%
15.4%
-1.0%
19.9%
2,050,387
1,973,411
3.9%
RESTAURANTS
BLDG.MATLS-RETAIL
MISCELLANEOUS RETAIL
SERVICE STATIONS
LAKE ELSINORE
5.6%
3.5%
1.0%
0.2%
11.9%
-24.1%
2,352,003
2,262,701
3.9%
RESTAURANTS
AUTO SALES - NEW
FOOD MARKETS
AUTO PARTS/REPAIR
MENIFEE
3.7%
17.2%
-5.6%
24.8%
-7.1%
-79.0%
1,988,167
1,883,659
5.5%
FOOD MARKETS
RESTAURANTS
MISC. VEHICLE SALES
ENERGY SALES
MORENO VALLEY
-1.8%
7.4%
-1.7%
6.4%
-13.6%
17.7%
4,606,430
4,583,687
0.5%
DEPARTMENT STORES
FOOD MARKETS
SERVICE STATIONS
FURNITURE/APPLIANCE
MURRIETA
6.4%
5.2%
5.7%
-0.5%
-12.8%
-2.2%
4,220,341
4,106,912
2.8%
DEPARTMENT STORES
MISCELLANEOUS RETAIL
SERVICE STATIONS
BUSINESS SERVICES
NORCO
2.1%
7.5%
4.8%
4.5%
0.2%
-26.7%
1,688,661
1,623,489
4.0%
AUTO SALES - USED
RESTAURANTS
AUTO SALES - NEW
MISC. VEHICLE SALES
PALM DESERT
4.5%
7.2%
-20.8%
7.8%
-1.5%
234.8%
4,342,766
4,168,734
4.2%
DEPARTMENT STORES
MISCELLANEOUS OTHER
AUTO SALES - NEW
LEASING
PALM SPRINGS
3.7%
5.2%
14.6%
8.1%
4.9%
-35.5%
3,355,107
3,161,465
6.1%
AUTO SALES - NEW
RESTAURANTS
HEALTH & GOVERNMENT
AUTO SALES - USED
PERRIS
37.1%
8.4%
-21.0%
282.9%
-15.4%
48.8%
5,526,998
4,195,423
31.7%
BLDG.MATLS-RETAIL
FURNITURE/APPLIANCE
SERVICE STATIONS
HEAVY INDUSTRY
RANCHO MIRAGE
-1.9%
-2.0%
4.8%
5.1%
26.4%
20.8%
1,335,391
1,269,579
5.2%
AUTO SALES - NEW
MISCELLANEOUS RETAIL
RESTAURANTS
FURNITURE/APPLIANCE
RIVERSIDE
-3.3%
6.4%
0.1%
-5.0%
5.2%
-6.8%
14,856,610
14,734,502
0.8%
FOOD MARKETS
AUTO SALES - NEW
BLDG.MATLS-WHSLE
MISCELLANEOUS RETAIL
SAN JACINTO
3.8%
4.5%
2.6%
-25.9%
-8.1%
-59.3%
726,843
721,178
0.8%
DEPARTMENT STORES
RESTAURANTS
HEALTH & GOVERNMENT
BLDG.MATLS-WHSLE
TEMECULA
2.0%
7.3%
-0.3%
-8.7%
5.1%
-36.9%
8,274,636
8,121,407
1.9%
LIGHT INDUSTRY
DEPARTMENT STORES
SERVICE STATIONS
BLDG.MATLS-WHSLE
WILDOMAR
-9.1%
19.7%
-9.5%
-10.8%
-14.2%
-94.7%
457,420
529,079
-13.5%
FOOD MARKETS
RESTAURANTS
HEALTH & GOVERNMENT
SERVICE STATIONS
Non -Confidential
9
Avenu Insights & Analytics
AGENDA ITEM 7B
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Jose Mendoza, Senior Procurement Analyst
Matt Wallace, Procurement Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Single Signature Authority Report
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Single Signature Authority report for the
second quarter ended December 31, 2019.
BACKGROUND INFORMATION:
Certain contracts are executed under single signature authority as permitted in the Commission's
Procurement Policy Manual adopted in September 2019. The Executive Director is authorized to
sign services contracts that are less than $250,000 individually and in an aggregate amount not
to exceed $1.5 million in any given fiscal year. Additionally, in accordance with Public Utilities
Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies,
equipment, materials, and construction of all facilities and works under $50,000 individually.
The attached report details all contracts that have been executed for the second quarter ended
December 31, 2019, under the single signature authority granted to the Executive Director. The
unused capacity of single signature authority for services at December 31, 2019 is
$1,200,036.
Attachment: Single Signature Authority Report as of December 31, 2019
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 9 Abstain: 0 No: 0
Agenda item 7B
10
CONTRACT#
20-31-020-00
20-31-024-00
SINGLE SIGNATURE AUTHORITY
AS OF December 31, 2019
CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT PAID AMOUNT REMAINING
AMOUNT CONTRACT AMOUNT
AMOUNT AVAILABLE July 1, 2019 $1,500,000.00
WSP USA, Inc. Managed Freeways - Pre -design report and conceptual design plans 249,983.00 0.00 249,983.00
California Highway Patrol Construction Zone Enhancement Program (COZEEP) for SR-91 Pachappa
Project
49,981.00
0.00 49,981.00
AMOUNT USED
AMOUNT USED
AMOUNT REMAINING through December 31, 2019
299,964.00
299,964.00
$1,200,036.00
None
Agreements that fall under Public Utilities Code 130323 (C)
N/A $- $- $-
Jose Mendoza
Prepared by
Theresia Trevino
Reviewed by
Note: Shaded area represents new contracts listed in the second quarter.
11
AGENDA ITEM 7C
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Agreement with Eide Bailly for Audit Services
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Award Agreement No. 20-19-021-00 to Eide Bailly LLP (Eide Bailly) for audit services for a
three-year term, with three one-year options to extend the agreement, for $1,461,198,
plus a contingency in the amount of $138,802, for a total amount not to exceed
$1.6 million;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and
execute the agreement, including options years, on behalf of the Commission; and
3) Authorize the Executive Director or designee to approve contingency work up to the total
not to exceed amount as required for these audit services.
BACKGROUND INFORMATION:
In accordance with state law and various debt indentures and agreements, the Commission is
required annually to publish its financial statements with a report from independent certified
public accountants providing an opinion that such financial statements are presented in
accordance with generally accepted accounting principles and were audited in accordance with
generally accepted auditing standards. The Commission's current auditor, Macias Gini &
O'Connell LLP (MGO), was awarded a five-year agreement in April 2015; this agreement has been
amended periodically by the Commission in connection with additional audit reports required for
express lanes operations and new federal and state funding source reporting and is expiring.
Accordingly, staff commenced a competitive procurement for audit services related to the
Commission's financial statements. The following table summarizes the scope of audit services
required for term of the new audit services agreement:
Agenda Item 7C
12
Task
Task Description
1
Annual Audit of Commission (CAFR), including Required Communications to the
Board of Commissioners and Management Letter, as applicable
2
Local Transportation Fund Audit
3
State Transit Assistance Fund Audit
4
State of Good Repair Audit
5
Proposition 1 B Rehabilitation, Safety, and Security Accounts Audit
6
Low Carbon Transit Operations Program Accounts Audit
7
91 Express Lanes Audit
8
15 Express Lanes Audit
9
Single Audit, including Draft of Data Collection Form
10
Compliance with Covenants and Provisions of the Reimbursement Agreement
11
Appropriations Limit Calculation Agreed -Upon Procedures
12
Measure A Commuter Assistance Agreed -Upon Procedures
13
NTD Vanpool Program Agreed -Upon Procedures
14
Pension Accounting
15
OPEB Accounting
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 proposal with
price and other factors considered. Non -price factors include elements such as qualifications of
firm and personnel and understanding and approach for audit services as set forth under the
terms of Request for Proposals (RFP) No. 20-19-021-00.
RFP No. 20-19-021-00 for audit services was released by staff on November 26, 2019. 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. Utilizing PlanetBids,
emails were sent to 289 firms, 40 of which are located in Riverside County. Through the
PlanetBids site, 18 firms downloaded the RFP, and 3 of these firms are located in Riverside
County. Staff responded to all questions submitted by potential proposers prior to the
December 11 clarification deadline date. Seven firms — Brown Armstrong Accountancy
Corporation (Bakersfield), Eadie + Payne LLP (Riverside), Eide Bailly LLP (Riverside), MGO
(Newport Beach), Sotomayor & Associates, LLP (Pasadena), The Pun Group LLP (Santa Ana),
Vasquez & Company LLP (Glendale) — submitted responsive proposals prior to the 2:00 p.m.
submittal deadline on January 8. Utilizing the evaluation criteria set forth in the RFP, all firms
were evaluated and scored by an evaluation committee comprised of Commission staff.
Based on the evaluation committee's assessment of the written proposals and pursuant to the
terms of the RFP, the evaluation committee short listed and invited 3 firms to the interview phase
of the evaluation and selection process. Interviews of the shortlisted firms — Eide Bailly, MGO
and The Pun Group LLP — were conducted on February 3, 2020.
Agenda Item 7C
13
As a result of the completion of the evaluation process, the evaluation committee recommends
contract award to Eide Bailly to perform the Commission's audits for a three-year term, with
three one-year options to extend the agreement, as this firm earned the highest total evaluation
score. Eide Bailly's proposed cost for the audit services also ranked first among the three
short-listed proposers; cost represented 15 percent of the total written evaluation score. A
summary of the proposed costs submitted with the written proposals and the total evaluation
score rankings following the final evaluation are summarized below:
Audit Firm
Eide Bailly
MGO
Proposed Cost
First 3 Years 3 Option Years Total
Total
Evaluation
Score Rank
$ 692,191
$ 769,007
$ 1,461,198
1
The Pun Group LLP
798,799
723,000
933,341
799,132
1,732,140
1,522,132
2
3
Proposing firms submitted proposed fees for an audit report on the 15 Express Lanes and agreed -
upon procedures related to the National Transit Database (NTD) Vanpool Program beginning with
the Fiscal Year 2020/21 audit. Staff also recommends a $138,802 contingency for other potential
scope changes such as, but not limited to, the following:
• The NTD Vanpool Program reaching the threshold of 100 vehicles operated in maximum
service for the FY 2019/20 audit;
• Additional audits required by new funding sources and laws and regulations;
• Additional audit services and consultation regarding complex transactions or matters
such as the implementation of new financial system software and accounting standards,
including Governmental Accounting Standards Board Statement No. 87 related to leases
required to be implemented in the FY 2020/21 audit; and
• Procedures and/or reporting related to new debt issues.
Accordingly, staff recommends the award of an agreement for audit services for a three-year
period and three additional one-year options to Eide Bailly for a total amount of $1.6 million. The
Commission's standard form professional services agreement will be entered into with Eide Bailly
subject to any changes approved by the Executive Director, pursuant to legal counsel review.
Staff also recommends authorization for the Chair or Executive Director to execute the
agreement, including option years, and for the Executive Director or designee to approve
contingency work as required for these audit services.
Agenda Item 7C
14
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2019/20
Amount:
$30,000
N/A
FY 2020/21+
$1,570,000
2009 Measure A, Transportation
Source of Funds:
Development Act, Transportation
Budget Adjustment:
No
Uniform Mitigation Fee, Motorist
N/A
Assistance funds, and Toll revenues
GL/Project Accounting No.:
001001 65401 00000 0001 101 19 65401
Fiscal Procedures Approved:
\I"-e4.idzeat
Date:
02/10/2020
Attachment: Draft Agreement No. 20-19-021-00 with Eide Bailly
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 10 Abstain: 0 No: 0
Agenda Item 7C
15
Agreement No. 20-19-021-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT FOR AUDIT SERVICES
WITH EIDE BAILLY LLP
1. PARTIES AND DATE.
This Agreement is made and entered into this _ day of , 2020, by and
between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co-
mmission") and EIDE BAILLY LLP ("Consultant"), a Limited Liability Partnership.
2. RECITALS.
2.1 Consultant desires to perfo and ass responsibility for the
provision of certain professional consulting sery s re ed by C mission on the terms
and conditions set forth in this Agreement. Con epresents that it is a professional
consultant, experienced in providing audit servic o public clients, is licensed in the
State of California, and is familiar with tof ission.
2.2 Commission • -sires enga�'je Consultant to render certain
consulting services for the au'�ti 'ces the Commission ("Project") as set forth
herein.
3.1 • eral Sv pe of Services. Consultant promises and agrees to
furnish to Commission . .b' aterials, tools, equipment, services, and incidental and
customary work necesso fully and adequately provide professional consulting
services and advice on various issues affecting the decisions of Commission regarding
the Project and on other programs and matters affecting Commission, hereinafter referred
to as "Services". The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state, and federal laws, rules
and regulations.
3.2 Term. The term of this Agreement shall be from the date first
specified above to June 30, 2023, unless earlier terminated as provided herein. The
Commission, at its sole discretion, may extend this Agreement for three (3) additional
single year terms through June 30, 2026. Consultant shall complete the Services within
17336.00000\8752982.1
16
the term of this Agreement and shall meet any other established schedules and
deadlines.
3.3 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Audit
Schedule set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required 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 the Commission, Consultant
shall provide a more detailed schedule of anticipated performance to meet the Audit
Schedule.
3.4 Independent Contractor; Control and P. ent of Subordinates. The
Services shall be performed by Consultant under its dpervision. Consultant will
determine the means, method and details of perfor e Services subject to the
requirements of this Agreement. Commission ret Co Itant on an independent
contractor basis and Consultant is not an emplo of Comm .n. Consultant retains
the right to perform similar or different ser ' s fo thers • ring the term of this
Agreement. Any additional personnel performs ervices under this Agreement on
behalf of Consultant shall not be employees of Co ssion and shall at all times be under
Consultant's exclusive direction and con . •nsul shall pay all wages, salaries, and
other amounts due such personnel in con ctio h it performance of Services under
this Agreement and as required • .w. Itan shall be responsible for all reports
and obligations respecting suc ,.. naI . sonnel, including, but not limited to: social
security taxes, income t. with sing, employment insurance, and workers'
compensation insurance.
3.5 for e A••Iicable Re•uirements. All work prepared by
Consultant shall b
royal of Commission.
3.6 Su • to ' of Ke Personnel. Consultant has represented to
Commission that certain 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 and experience upon written
approval of Commission. In the event that Commission and Consultant cannot agree as
to the substitution of key personnel, Commission shall be entitled to terminate this
Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key
personnel for performance of this Agreement are as follows: Roger Alfaro, David
Showalter, Ahmad Gharaibeh, Kinnaly Soukhaseum, David Sundstrom, Chad Birdsong,
Erika Partida.
3.7 Commission's Representative. Commission hereby designates the
Chief Financial Officer, or his or her designee, to act as its representative for the
performance of this Agreement ("Commission's Representative"). Commission's
representative shall have the power to act on behalf of Commission for all purposes under
17336.00000\8752982.1 2
17
this Agreement. Consultant shall not accept direction from any person other than
Commission's Representative or his or her designee.
3.8 Consultant's Representative. Consultant hereby designates Roger
Alfaro, or his or her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his or her best 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.
3.9 Coordination of Services. Consultant agrees to work closely with
Commission staff in the performance of Services and shall available to Commission's
staff, consultants and other staff at all reasonable times.
3.10 Standard of Care; Licenses. Culta all perform the Services
under this Agreement in a skillful and competen anner, co tent with the standard
generally recognized as being employed by p -ssioIs in the ame discipline in the
State of California. Consultant represents : intains that it is skilled in the
professional calling necessary to perform the ces. Consultant warrants that all
employees and subcontractors shall ha 'cient . I and experience to perform the
Services assigned to them. Finally, Co • r- ents that it, its employees and
subcontractors have all licenses, . - its, . catio s and approvals of whatever nature
that are legally required to pe - Se ces and that such licenses and approvals
shall be maintained through. the t- of Agreement. Consultant shall perform, at
its own cost and expense a i _ ursement from Commission, any Services
necessary to correct er - - ur o sions which are caused by the Consultant's failure to
comply with the stan► : o - p 'ded for herein, and shall be fully responsible to the
Commission for a :amages d • her liabilities provided for in the indemnification
provisions of this Ag . ent ar ng from the Consultant's errors and omissions.
3.11 Laws . 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. 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 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.
17336.00000\8752982.1 3
18
3.12 Insurance.
3.12.1 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.
3.12.2 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 s 'contractors to procure and
maintain the same insurance for the duration of the A• ment. Such insurance shall
meet at least the following minimum levels of coverag
(A) Minimum Sco
least as broad as the latest version of the f
Services Office Commercial General Liability
exact equivalent); (2) Automobile Liability: Insu
Coverage (form CA 0001, code 1 (an
Compensation and Employer's Liability:
by the State of California and Em. - er's
maintain limits no less than:
injury, personal injury
or other form with ge
apply separately t
the required occurre
injury and property
Compensation and Emplo
Coverage shall be at
1) Gen- al Liability: Insurance
e (occurrence form CG 0001 or
Services Office Business Auto
t equivalent); and (3) Workers'
ensation insurance as required
rance.
of Insurance. Consultant shall
ility: $2,000,000 per occurrence for bodily
damage. If Commercial General Liability Insurance
mit is used, either the general aggregate limit shall
nt/I.cation or the general aggregate limit shall be twice
Automobile Liability: $1,000,000 per accident for bodily
and (3) if Consultant has an employees, Workers'
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.
3.12.3 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. 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.
17336.00000\8752982.1 4
19
3.12.4 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 shal .ntain no endorsements or
provisions limiting coverage for (1) contractual liabili cross liability exclusion for
claims or suits by one insured against another; or (3 tan . other exclusion contrary
to this Agreement.
(iii) The
directors, officials, officers, employees, and agents
forms 20 10 10 01 and 20 37 10 01, or e
policy shall be "primary and
Commission's insurance or
13, or endorsements providin
shall be endorse
employees and age
ownership, operation,
hired or borrowed by the
all give the Commission, its
ured status using ISO endorsement
viding the exact same coverage.
dditi• al insured coverage under the
and will not seek contribution from the
shall be at least as broad as CG 20 01 04
e coverage.
mobile Liabilit The automobile liability policy
the Commission, its directors, officials, officers,
covered as additional insureds with respect to the
ce, use, loading or unloading of any auto owned, leased,
sultant or for which the Consultant is responsible; and (2)
the insurance coverage shall be primary insurance as respects the Commission, its
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, its 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
17336.00000\8752982.1 5
20
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.
limits set forth hereunder.
(D) All Coverages.
(i) Defense costs shall be payable in addition to the
(ii) Requirements of
contained in this section are not intended as a limitatio
requirement, or a waiver of any coverage normally pro
a requirement under this Agreement that any availa
or in excess of the specified minimum insurance
forth herein shall be available to the Com
employees and agents as additional insured
requirements for coverage and limits shall be
specified in this Agreement; or (2) the br, . over
of any insurance policy or proceeds avail
Agreement may be satisfi
insurance. Any umbrella or
provision that such cov
the benefit of the Co
Commission's ow
named insured. The
with coverage at least
ecific coverage or limits
coverage, limits, or other
any insurance. It shall be
insu . e proceeds broader than
erage req ents and/or limits set
sion 'ts direc •rs, officials, officers,
said policies. Furthermore, the
e minimum coverage and limits
and maximum limits of coverage
ed insured; whichever is greater.
limits of insurance required in this
on of primary and umbrella or excess
shall contain or be endorsed to contain a
Is() apply on a primary and non-contributory basis for
d to in a written contract or agreement) before the
se -insurance shall be called upon to protect it as a
ess policy shall be provided on a "following form" basis
s 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 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
17336.00000\8752982.1 6
21
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 premiu ► •aid by Commission will be
promptly reimbursed by Consultant or Commission will wi .Id amounts sufficient to pay
premium from Consultant payments. In the alternati mmission may cancel this
Agreement. The Commission may require the Con ant t• ovide complete copies of
all insurance policies in effect for the duration of tt roject.
(viii) Neithe
officials, officers, employees or agents shall be
arising under or by virtue of this Agree
be endorsed to state that:
3.12.5 D
or self -insured retentio
Commission does n
Consultant shall g
shall reduce or ell
Commission, its directo
shall procure a bond gu
mmission nor any of its directors,
onally responsible for any liability
e po cy required by this Agreement shall
elf -Insurance Retentions. Any deductibles
eclared to and approved by the Commission. If the
ductibles or self -insured retentions as presented,
t t option of the Commission, either: (1) the insurer
eductibles or self -insured retentions as respects the
s, officers, employees and agents; or, (2) the Consultant
eeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.12.6 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.
3.12.7 Verification of Coverage. Consultant shall furnish
Commission with original certificates of insurance and endorsements effecting coverage
required by this 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
17336.00000\8752982.1 7
22
the right to require complete, certified copies of all required insurance policies, at any
time.
3.12.8 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.
3.13 Safety. Consultant shall execute and m ' tain its work so as to avoid
injury or damage to any person or property. In carrying ► its Services, the Consultant
shall at all times be in compliance with all applicable I► - tate and federal laws, rules
and regulations, and shall exercise all necessary pr- . tion the safety of employees
appropriate to the nature of the work and the coions und- hich the work is to be
performed. Safety precautions as applicable sr Incl -, but shnot be limited to: (A)
adequate life protection and life saving equip .t d procedures; (B) instructions in
accident prevention for all employees and sub tractors, such as safe walkways,
scaffolds, fall protection ladders, bride - - g p . s, confined space procedures,
trenching and shoring, equipment and •evices, equipment and wearing
apparel as are necessary or Iawf req _ o pr-vent accidents or injuries; and (C)
adequate facilities for the prop: tion d maintenance of all safety measures.
tion. Consultant shall receive compensation,
including authorize eimburse -nts, for all Services rendered under this Agreement at
the rates set forth in ' bit "B" ached hereto. The total compensation shall not exceed
One Million Four Hun. -d ty-One Thousand One Hundred Ninety -Eight Dollars
($1,461,198) without wr approval of Commission's Executive Director ("Total
Compensation"). Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.14.2 Payment of Compensation. Consultant shall submit to
Commission a monthly statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement.
Commission shall, within 45 days of receiving such statement, review the statement and
pay all approved charges thereon.
3.14.3 Reimbursement for Expenses. Consultant shall not be
reimbursed for any expenses unless authorized in writing by Commission.
17336.00000\8752982.1 8
23
3.14.4 Extra Work. At any time during the term of this Agreement,
Commission may request that Consultant perform Extra Work. As used herein, "Extra
Work" means any work which is determined by Commission to be necessary for the
proper completion of the Project, but which the parties did not reasonably anticipate would
be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from Commission's Executive
Director.
3.15 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred and fees charged under
this Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of Commission during normal business hours to examine, audit, and make
transcripts or copies of such records and any other docum is created pursuant to this
Agreement. Consultant shall allow inspection of all work, a, documents, proceedings,
and activities related to the Agreement for a period of t years from the date of final
payment under this Agreement.
3.16 Termination of A
3.16.1 Grounds for Terminati
to Consultant, terminate the whole or a
cause by giving written notice to Cons
effective date thereof. Upon termi
services which have been full
effective date of the ter
compensation. Consultant
provided herein, C
Documents and Dat
Consultant in connec
Consultant shall be requir
(15) days of the request.
Commission may, by written notice
reement at any time and without
h termination, and specifying the
all be compensated only for those
ely rendered to Commission through the
sultant shall be entitled to no further
this Agreement except for cause.
ermination. If this Agreement is terminated as
uire Consultant to provide all finished or unfinished
below, and other information of any kind prepared by
the performance of Services under this Agreement.
provide such document and other information within fifteen
3.16.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, Commission may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.17 Delivery of 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:
17336.00000\8752982.1 9
24
CONSULTANT:
Eide Bailly LLP
19340 Jesse Ln., Ste. 260
Riverside, CA 92508
Attn: Roger Alfaro
COMMISSION:
Riverside County
Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
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.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agre ent creates an exclusive and
perpetual license for Commission to copy, use, modify , or sub -license any and all
copyrights and designs embodied in plans, specific t ns, es, drawings, estimates,
materials, data and other documents or works of . orship fix any tangible medium
of expression, including but not limited to, pr . cal ..wings data magnetically or
otherwise recorded on computer diskettes, whi -r: epared or caused to be prepared
by Consultant under this Agreement ("Documents ata").
Consultant shall req
o tractors to agree in writing that
Commission is granted an exclusi - .nd al li -nse for any Documents & Data the
subcontractor prepares under
Consulta
right to grant the exc
Consultant makes n
which were prep
Consultant by the C
d warrants that Consultant has the legal
erpetual license for all such Documents & Data.
tion and warranty in regard to Documents & Data
pr.fessionals other than Consultant or provided to
Com on 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.
All programs, working papers, files and other materials of the
Consultant made pursuant to this Agreement shall remain the property of the Consultant.
The Commission will have access to this material at any time. All reports delivered by the
Consultant and its subcontractors pursuant to the Agreement shall become the property
of the Commission without restriction or limitation on their use and shall be made available
upon request, to the Commission at any time. Original copies of the deliverable reports
shall be delivered to the Commission upon completion of the Services or termination of
the Services. The Consultant shall be permitted to retain copies of such items for the
furtherance of its technical proficiency; however, publication of this material is subject to
the written approval of the Commission.
17336.00000\8752982.1
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25
3.18.2 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 i • njunction with Consultant,
and whether or not developed by Consultant. Consultar ill execute separate written
assignments of any and all rights to the above refe Intellectual Property upon
request of Commission.
Consultant shall also be
written assignments from any subcontractors o
to the above referenced Intellectual Property.
following termination of this Agreeme
Intellectual Property, it shall first obtain th
All materi
the Consultant for general u
the copyright of any other pa
shall continue to be the
and stated prior to e
it has the right to gr
as provided herein.
e to ob in in writing separate
of Consultant of any and all right
ould Consultant, either during or
e any of the above -referenced
val of the Commission.
nts which were developed or prepared by
ution of this Agreement and which are not
ilable and any other computer applications,
the Consultant. However, unless otherwise identified
reement, Consultant represents and warrants that
e a d perpetual license for all such Intellectual Property
Com .ion 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.
3.18.3 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
17336.00000\8752982.1
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26
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.
3.18.4 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.
3.19 Cooperation; Further Acts. The Parties - •all fully cooperate with one
another, and shall take any additional acts or sign any a• ional documents as may be
necessary, appropriate or convenient to attain the pur. .f this Agreement.
3.20 Attorney's Fees. If either p. commen an action against the
other party, either legal, administrative or othe' e, . ' ing out or in connection with
this Agreement, the prevailing party in such litig. .II be entitled to have and recover
from the losing party reasonable attorney's fees a osts of such actions.
3.21 Indemnification. Coy .I defend, indemnify and hold the
Commission, its directors, offic'- of , ag ts, consultants, employees and
volunteers free and harmless fr' a and claims, demands, causes of action, costs,
expenses, liabilities, losses ma• or i ries, in law or in equity, to property or
persons, including wrongful .. ner arising out of or incident to any alleged
negligent acts, omissio' - - w misconduct of the Consultant, its officials, officers,
employees, agents, ► sul . a contractors arising out of or in connection with the
performance of the ervices, Pr. ect or this Agreement, including without limitation,
the payment of all c equent' damages, attorneys fees and other related costs and
expenses. Consultant 1 . ' nd, at Consultant's own cost, expense and risk, any and
all such aforesaid suits, . .ns or other legal proceedings of every kind that may be
brought or instituted against the Commission, its directors, officials, officers, agents,
consultants, employees and volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the Commission or its directors, officials,
officers, agents, consultants, employees and volunteers, in any such suit, action or other
legal proceeding. Consultant shall reimburse the Commission and its directors, officials,
officers, agents, consultants, employees and 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
indemnity shall not be restricted to insurance proceeds, if any, received by the
Commission or its directors, officials, officers, agents, consultants, employees and
volunteers. This Section 3.21 shall survive any expiration or termination of this
Agreement.
17336.00000\8752982.1
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27
3.22 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be
supplemented, amended, or modified by a writing signed by both parties.
3.23 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Riverside County.
3.24 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.25 Commission's Right to Employ Other Consultants. The Commission
reserves the right to employ other consultants in connection with this Project.
3.26 Successors and Assigns. This Agr ent shall be binding on the
successors and assigns of the parties, and shall not ned by Consultant without
the prior written consent of Commission.
3.27 Prohibited Interests and C► icts.
3.27.1 Solicitation. Consulta . intains and warrants that it has not
employed nor retained any company or othe . n a bona fide employee working
solely for Consultant, to solicit or secure ' e t. Further, Consultant warrants
that it has not paid nor has it agr- - • to p. co pany or person, other than a bona
fide employee working solely fo . taut, y fee, commission, percentage, brokerage
fee, gift or other considerate. onti -nt up or resulting from the award or making of
this Agreement. For breach • o _ warranty, Commission shall have the right
to rescind this Agreem- - ho► . bility.
member, officer or e
Commission, shall hav
anticipated material bene
Co t • Interest. For the term of this Agreement, no
ommission, during the term of his or her service with
ect interest in this Agreement, or obtain any present or
sing therefrom.
3.27.3 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.
3.27.4 Employment Adverse to the Commission. Consultant shall
notify the Commission, and shall obtain the Commission's written consent, prior to
17336.00000\8752982.1
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28
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.
3.28 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any 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. Consultant shall also comply with all relevant provisions
of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or
other related Commission programs or guidelines currently in effect or hereinafter
enacted.
3.29 Subcontracting. Consultant shall not s
work or Services required by this Agreement, except as
prior written approval of the Commission. Subcontrac
making them subject to all provisions stipulated in tgre
3.30 Reserved.
3.31 Em.Io ment of A.. renti
employment of properly indentured app
Code, and no employer or labor unio
employees as indentured appren ' -s on
ground of race, creed, national . i : nce
shall be paid the standard w - pai. . app
trade in which he or she is e
which he or she is regi
3.32
upon strict complian
deemed a waiver of
relinquishment of any rig
contract any portion of the
essly stated herein, without
y, shall contain a provision
nt.
ces.'s Agreement shall not prevent the
dance with the California Labor
sto accept otherwise qualified
ork .erformed hereunder solely on the
, color or sex. Every qualified apprentice
tices under the regulations of the craft or
II be employed only in the craft or trade to
Fai re of Commission to insist on any one occasion
f the terms, covenants or conditions hereof shall not be
m, covenant or condition, nor shall any waiver or
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.
3.33 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
17336.00000\8752982.1
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29
California Labor Code, unless Consultant or the Services are not subject to the Eight -
Hour Law.
3.34 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.
3.35 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, and the obligations related to receipt
of subpoenas or court orders, shall survive any such expira ' or termination.
3.36 No Third Party Beneficiaries. T► -re no intended third party
beneficiaries of any right or obligation assumed by ta
3.37 Labor Certification. By its • natu
that it is aware of the provisions of Section
require every employer to be insured a•ainst lia
undertake self-insurance in accordance •e pro
comply with such provisions before com
hereun. -r, Consultant certifies
e California Labor Code which
for Workers' Compensation or to
ons of that Code, and agrees to
ormance of the Services.
3.38 Counter.. � . Ag -ment may be signed in counterparts, each
of which shall constitute an
3.39 Inc. - .ti. •f Recitals. The recitals set forth above are true and
correct and are incor' ate. . t greement as though fully set forth herein.
3.40 :.lidity; ' verability. If any portion of this Agreement is declared
invalid, illegal, or othe a enforceable by a court of competent jurisdiction, the
remaining provisions sha tinue in full force and effect.
3.41 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 Parties and the interpretation of the Parties' understanding concerning the
performance of the Services.
3.42 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.
3.43 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein,
17336.00000\8752982.1
15
30
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.
3.44 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
17336.00000\8752982.1
[SIGNATURES ON FOLLOWING PAGE]
16
31
SIGNATURE PAGE
TO
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT FOR AUDIT SERVICES
WITH EIDE BAILLY LLP
IN WITNESS WHEREOF, this Agreement was executed on the date first
written above.
RIVERSIDE COUNTY CONSULTANT
TRANSPORTATION COMMISSION EIDE BAILLY LLP
By: By:
Anne Mayer S' ture
Executive Director
Name
Title
Approved as to Form: Attest:
By:
Best Best &
General Counse
By:
Its: Secretary
* 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 the Commission.
17336.00000\8752982.1
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32
EXHIBIT "A"
SCOPE OF SERVICES
[INSERTED BEHIND THIS PAGE]
17336.00000\8752982.1
33
A. General
The Riverside County Transportation Commission (Commission) is issuing this Request for
Proposal (RFP) in order to secure services from a certified public accounting firm (Auditor) to
audit its financial statements for the fiscal years ending June 30, 2020, 2021, and 2022, with
the options to audit its financial statements for three (3) additional one-year terms. The cost
proposal shall present all-inclusive audit fees for each year of the contract terms and the three
one-year options.
The selected Auditor will be responsible for the Commission's audits and report directly to the
audit oversight committee designated by the Commission. The Deputy Director of Finance is
designated as the coordinator of the audit and may appoint the Accounting Supervisor to
coordinate the day to day work; the Chief Financial Officer will serve as the liaison to the
Commission's audit oversight committee.
The audits are to be performed by the Auditor in accordance
standards (GAAS), including use of the most current versi
and guidelines:
generally accepted auditing
each of the following standards
• The standards set forth for financial audits in U.S. Gove nt Accountability Office
(GAO) Government Auditing Standards so r rred to s Generally Accepted
Government Auditing Standards (GAGAS);
• The provisions of the federal Single dit Act
Act) and the U.S. Office of Mana
Requirements, Cost Principles, and
Grant Guidance);
• OMB Circular A-133 Com► ce ppl -nt;
• State of California Tra • rtatio - elo. ent Act (TDA);
• Title 21 of the California 'e... ons;
• Ordinance No. i Ri ide County Transportation Commission Transportation
Expenditure P and R- Tr. .ction and Use Tax Ordinance;
• National Tran latabase TD) Reporting;
• Special District porting -quirements, as specified by the California State Controller;
and
• Article XIIIB, Section of the California Constitution.
as amended in 1996, (Single Audit
et (OMB) Uniform Administrative
ents for Federal Awards (Uniform
B. Scope of Services to be Performed
The Commission desires to provide the public and its constituents with financial reports that
provides complete, accurate, and understandable information about the Commission's
financial condition. Accordingly, the Commission desires the Auditor to:
• Express an opinion on the fair presentation of the Commission's basic financial statements
in conformity with accounting principles generally accepted in the United States (GAAP).
The basic financial statements are part of the financial section of the Commission's
comprehensive annual financial report (CAFR).
o The Auditor shall also be responsible to perform certain limited procedures involving
required supplementary information (RSI) required by the Governmental Accounting
Standards Board (GASB) and included in the financial section of the CAFR.
17336.00000\8752982.1
34
o The Auditor is not required to audit other supplementary information that is part of the
financial section of the CAFR, including the combining and individual fund nonmajor
fund financial statements, budgetary comparison schedules, schedules of
expenditures, and schedule of uses of debt proceeds and fund balances; however, the
Auditor is to provide an "in relation to" report on the other supplementary information
based on the auditing procedures applied during the audit of the basic financial
statements.
o The Auditor is not required to audit the introductory or statistical sections of the CAFR.
• Express an opinion on the fair presentation of the fund financial statements for the
Riverside County Local Transportation Fund (LTF) and report on compliance and internal
control over financial reporting in accordance with California Code of Regulations Section
6661.
• Express an opinion on the fair presentation of the fu financial statements for the
Riverside County State Transit Assistance Fund (ST and report on compliance and
internal control over financial reporting in accordanc alifornia Code of Regulations
Section 6751.
• Express an opinion on the fair presentati f th fund fin' ial statements for the
Riverside County State of Good Repair ( ) report on compliance and internal
control over financial reporting in accordance Senate Bill 1, Chapter 5, Statutes of
2017.
• Express an opinion on the fair presen on ancial statements for the Proposition
1B Rehabilitation, Safety an • ' urity ect Accounts (Proposition 1B) and report on
compliance and internal rol . -r fin. ial reporting in accordance with requirements
established by the CaliTransportation and the California Department
of Emergency Managem
• Express an opi on ai -sentation of the financial statements for the Low Carbon
Transit Oper .ns Progr. Ac aunts (LCTOP) and report on compliance and internal
control over fi ial repo g in accordance with the Transit, Affordable Housing, and
Sustainable Com q itie ogram.
• Express an opinion o e fund financial statements for the 91 Express Lanes.
o The Auditor shall also be responsible to perform certain limited procedures involving
RSI required by the GASB.
• Beginning for the fiscal year ending June 30, 2021, express an opinion on the fund
financial statements for the 15 Express Lanes.
o The Auditor shall also be responsible to perform certain limited procedures involving
RSI required by the GASB.
• Express an opinion on the Commission's compliance with the requirements of its major
federal programs.
o The Auditor is to provide an "in relation to" report on the schedule of expenditures of
federal awards based on the auditing procedures applied during the audit of the basic
financial statements.
17336.00000\8752982.1
35
" P e r f o r m c e r t a i n a g r e e d - u p o n p r o c e d u r e s r e l a t e d t h e C o m m i s s i o n ' s A p p r o p r i a t i o n s L i m i t
C a l c u l a t i o n .
" P e r f o r m c e r t a i n a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o t h e M e a s u r e A C o m m u t e r A s s i s t a n c e
P r o g r a m a d m i n i s t e r e d b y t h e W i l l i a m S a l e P a r t n e r s h i p U S A , I n c . ( W S P ) .
" P e r f o r m c e r t a i n a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o t h e N T D r e p o r t i n g r e q u i r e m e n t s p e r
t h e 2 0 1 8 N T D P o l i c y M a n u a l , a s a m e n d e d , f o r F e d e r a l F u n d i n g A l l o c a t i o n D a t a o v e r t h e
C o m m i s s i o n ' s v a n p o o l p r o g r a m , o n c e t h e C o m m i s s i o n r e a c h e s 1 0 0 V e h i c l e s O p e r a t e d i n
M a x i m u m S e r v i c e ( V O M S ) . T h e C o m m i s s i o n a n t i c i p a t e s r e a c h i n g 1 0 0 V O M S i n F Y 2 0 2 1 ,
a l t h o u g h i t m a y o c c u r i n F Y 2 0 2 0 .
" P r o v i d e r e q u i r e d c o m m u n i c a t i o n s t o t h e C o m m i s s i o n ' s a u d i t o v e r s i g h t c o m m i t t e e .
I n c o n n e c t i o n w i t h t h e a u d i t s e r v i c e s i d e n t i f i e d a b o v e , t h e C o m m i s s i o n d e s i r e s t h e f o l l o w i n g
a d d i t i o n a l s e r v i c e s :
" C o m p l e t e t h e D a t a C o l l e c t i o n F o r m f o r R e p o r t i n g o n
a n d N o n - P r o f i t O r g a n i z a t i o n s ;
" P r e p a r e a n d p r e s e n t t h e a c c o u n t i n g j o u r n a l
s h a r e o f c o l l e c t i v e p e n s i o n a m o u n t s f o r t h
C o s t - S h a r i n g M u l t i p l e - E m p l o y e r D e f i n e d
p r o v i s i o n s o f G A S B S t a t e m e n t N o . 6 A c c o u n
a n a m e n d m e n t o f G A S B S t a t e m e n t
" P r e p a r e a n d p r e s e n t t h e a c c o u n t i n g
P o s t - E m p l o y m e n t B e n e f i t s
S t a t e m e n t N o . 7 5 , A c c o u n
T h a n P e n s i o n s ; a n d
" P r o v i s i o n o f c o n s u l t a t i o n �% o
t h e G o v e r n m e n t
a d v i c e c o n c e r
f S t a t e s , L o c a l G o v e r n m e n t s ,
e r - s n e c e s s a e c o r d t h e p r o p o r t i o n a t e
n i n t h e a I P E R S P u b l i c A g e n c y
e n s i o n P l a n t o c o m p l y w i t h t h e
n d F i n a n c i a l R e p o r t i n g f o r P e n s i o n
n e c e s s a r y t o r e c o r d t h e n e t O t h e r
t o c o m p l y w i t h t h e p r o v i s i o n s o f G A S B
I R e p o r t i n g f o r P o s t e m p l o y m e n t B e n e f i t s O t h e r
o n r e g a r d i n g t h e C o m m i s s i o n ' s p a r t i c i p a t i o n i n
e r ' s A s s o c i a t i o n ( G F O A ) C e r t i f i c a t e P r o g r a m , i n c l u d i n g
e n t a t i o n o f n e w a u t h o r i t a t i v e p r o n o u n c e m e n t s .
T h e F Y 2 0 1 9 / 2 0 C . f i s s i o n b g e t i n c l u d e s $ 2 4 0 , 0 0 0 f o r a u d i t s e r v i c e s s u b s t a n t i a l l y s i m i l a r
t o t h e a b o v e s c o p e , e p t t h e a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o N T D r e p o r t i n g f o r
v a n p o o l s . T h e v a n p o o l . m c o m m e n c e d i n F Y 2 0 1 7 / 1 8 a n d c u r r e n t l y h a s a p p r o x i m a t e l y
7 5 v a n p o o l s p a r t i c i p a t i n g i n t h e p r o g r a m . S t a f f a n t i c i p a t e s t h a t 1 0 0 v a n p o o l s m a y b e
p a r t i c i p a t i n g i n t h e p r o g r a m b y F Y 2 0 2 0 / 2 1 .
C . R e p o r t s t o b e I s s u e d
F o l l o w i n g c o m p l e t i o n o f t h e a u d i t s a n d a g r e e d - u p o n p r o c e d u r e s , t h e A u d i t o r s h a l l i s s u e t h e
f o l l o w i n g r e p o r t s a d d r e s s e d t o t h e B o a r d o f C o m m i s s i o n e r s :
" A r e p o r t o f t h e f a i r p r e s e n t a t i o n o f t h e C o m m i s s i o n ' s b a s i c f i n a n c i a l s t a t e m e n t s i n
c o n f o r m i t y w i t h G A A P i n t w o f o r m s o n r e p o r t w i t h r e f e r e n c e t o G A G A S f o r u s e w i t h s i n g l e
a u d i t r e p o r t a n d o n e r e p o r t w i t h n o r e f e r e n c e t o G A G A S f o r u s e i n p u b l i c a t i o n o f t h e C A F R .
T h e C o m m i s s i o n s h a l l p r e p a r e t h e C A F R , i n c l u d i n g t h e b a s i c f i n a n c i a l s t a t e m e n t s a n d
r e l a t e d n o t e s , r e q u i r e d s u p p l e m e n t a r y i n f o r m a t i o n , a n d o t h e r s u p p l e m e n t a r y i n f o r m a t i o n .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e f o r e N o v e m b e r 1 o f e a c h y e a r o n e
1 7 3 3 6 . 0 0 0 0 0 \ 8 7 5 2 9 8 2 . 1
3 6
(1) electronic, reproducible master of the each of the Auditor's opinions on its letterhead
to be provided to the Commission for use in the Commission's reproduction of the CAFR.
• A report on the fair presentation of each of the following financial statements in conformity
with GAAP and a report on compliance and internal control over financial reporting:
• LTF;
• STAF;
• SGR;
• Proposition 1B; and
• LCTOP.
If applicable, the reports shall include a schedule of findings and responses and
questioned costs.
The Commission shall prepare each of the financial stents and the related notes and
provide a final version to the Auditor for reproduc e Auditor shall deliver to the
Commission on or before November 1 of each ye • e (1) . tronic, reproducible master
of each financial and compliance report and fi ) copies o h report.
• A report on the fair presentation of each of t
with GAAP:
• 91 Express Lanes; and
• 15 Express Lanes.
The Commission shall
required supplementar
before November 1 of ea
Auditor's opinio
Commission's
• A single audit
awards and on in
audits of the financia
g financial statements in conformity
he financial statements, related notes, and
uditor shall deliver to the Commission on or
lectronic, reproducible master of the each of the
ead to be provided to the Commission for use in the
of the express lanes' financial reports.
fair presentation of the schedule of expenditures of federal
trol and compliance with laws and regulations related to the
ements and federal awards.
• If applicable, the single audit report shall include a schedule of findings and responses
and questioned costs.
The Commission shall prepare the schedule of expenditures of federal awards and provide
a final version to the Auditor for reproduction. The Auditor shall deliver to the Commission
on or before November 1 of each year one (1) electronic, reproducible master of the single
audit report.
• A report on the compliance with covenants and provisions of the Reimbursement
agreement with State Street Bank relating to the Commercial Paper Notes (Limited Tax
Bonds) Series A.
The Auditor shall deliver to the Commission on or before November 1 of each year one
(1) electronic, reproducible master of the report.
17336.00000\8752982.1
37
" A r e p o r t o n t h e a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o t h e A p p r o p r i a t i o n s L i m i t C a l c u l a t i o n ,
a s r e q u i r e d b y A r t i c l e X I I I - B o f t h e C a l i f o r n i a C o n s t i t u t i o n .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e f o r e N o v e m b e r 1 o f e a c h y e a r o n e
( 1 ) e l e c t r o n i c , r e p r o d u c i b l e m a s t e r o f t h e r e p o r t .
" A r e p o r t o n t h e a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o t h e M e a s u r e A C o m m u t e r A s s i s t a n c e
P r o g r a m a d m i n i s t e r e d b y W S P .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e f o r e N o v e m b e r 1 o f e a c h y e a r o n e
( 1 ) e l e c t r o n i c , r e p r o d u c i b l e m a s t e r o f t h e r e p o r t .
" A r e p o r t o n t h e a g r e e d - u p o n p r o c e d u r e s r e l a t e d t o t h e N T D ' s r e p o r t i n g r e q u i r e m e n t s o v e r
t h e C o m m i s s i o n ' s v a n p o o l p r o g r a m o n c e t h e C o m m i s s i o n e a c h e s 1 0 0 V O M S .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e N o v e m b e r 1 o f e a c h y e a r o n e
( 1 ) e l e c t r o n i c , r e p r o d u c i b l e m a s t e r o f t h e r e p o r t .
" A B o a r d o f C o m m i s s i o n e r s o r e q u i v a l e n t l e t t e r " r o m u l g a t e t h e r e p o r t i n g s t a n d a r d s
o f G A A S r e l a t e d t o t h e c o m p l e t i o n o f a u " A M . g e m e n t e t t e r a d d r e s s e d t o t h e
C o m m i s s i o n s e t t i n g f o r t h r e c o m m e n d a t i o p l i c a b l e ) f o r i m p r o v e m e n t s i n t h e
C o m m i s s i o n ' s a c c o u n t i n g s y s t e m s .
T h e A u d i t o r w i l l p r o v i d e a d r a f t - n a . e n t l e t t e r t o t h e C o m m i s s i o n ' s
m a n a g e m e n t f o r r e v i e w p r i o r t o p u b l i c o d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n
o n o r b e f o r e N o v e m b e r 1 o f - - a r o ) e l e c t r o n i c , r e p r o d u c i b l e m a s t e r o f t h e r e p o r t .
T h e A u d i t o r s h a l l a l s o " m p t l y e a m a k e k n o w n t o t h e C o m m i s s i o n i t s f i n d i n g s
a n d r e c o m m e n d a t i o n s n i n t e r n a l c o n t r o l s a n d i n a c c o u n t i n g p r a c t i c e s ,
p r o c e d u r e s , a n d - - n " t h a t C o m m i s s i o n p e r s o n n e l m a y u n d e r t a k e a p p r o p r i a t e
a c t i o n s a t t h e a - s t o " b l - e .
I n c o n n e c t i o n w i t h a d d i t i o n s e r v i c e s r e q u i r e d b y t h e C o m m i s s i o n , t h e A u d i t o r s h a l l a l s o
p r o v i d e t h e f o l l o w i n g .
" A d r a f t o f t h e D a t a C o l - c t i o n F o r m f o r R e p o r t i n g o n A u d i t s o f S t a t e s , L o c a l G o v e r n m e n t s ,
a n d N o n - P r o f i t O r g a n i z a t i o n s .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n t h e d r a f t f o r m o n o r b e f o r e N o v e m b e r 1 0 o f
e a c h y e a r t o e n s u r e s u f f i c i e n t t i m e f o r C o m m i s s i o n r e v i e w a n d s u b m i t t a l o f t h e f i n a l f o r m .
" A r e p o r t o n t h e p e n s i o n a c c o u n t i n g v a l u a t i o n o f t h e m i s c e l l a n e o u s r i s k p o o l f o r t h e
a p p l i c a b l e m e a s u r e m e n t d a t e w h i c h w i l l i n c l u d e t h e f o l l o w i n g d e l i v e r a b l e s :
" J o u r n a l e n t r i e s n e c e s s a r y t o r e c o r d t h e p r o p o r t i o n a t e s h a r e o f c o l l e c t i v e p e n s i o n
a m o u n t s ;
" T h e C o m m i s s i o n ' s p r o p o r t i o n a t e s h a r e o f t h e n e t p e n s i o n l i a b i l i t y ( N P L ) , N P L
s e n s i t i v i t y , a n d d e f e r r a l a m o u n t s b a s e d o n p e r c e n t a g e s o b t a i n e d f r o m C a I P E R S ;
" A l l e m p l o y e r s p e c i f i c d e f e r r a l s a n d a s s o c i a t e d a m o r t i z a t i o n s c h e d u l e s ;
1 7 3 3 6 . 0 0 0 0 0 \ 8 7 5 2 9 8 2 . 1
3 8
" T h e a d j u s t m e n t t o p e n s i o n e x p e n s e f o r t h e d i f f e r e n c e i n p r o p o r t i o n s d u e t o C a I P E R S
m e t h o d o l o g i e s ;
" P e n s i o n e x p e n s e , w i t h t h e e m p l o y e r s p e c i f i c a m o u n t s ; a n d
" O t h e r a m o u n t s r e q u i r e d f o r t h e C o m m i s s i o n ' s f i n a n c i a l s t a t e m e n t n o t e d i s c l o s u r e s a n d
r e q u i r e d s u p p l e m e n t a r y i n f o r m a t i o n .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e f o r e t w o w e e k s p r i o r t o t h e
c o m m e n c e m e n t o f f i n a l f i e l d w o r k t h e r e p o r t r e l a t e d t o p e n s i o n a c c o u n t i n g .
" A r e p o r t o f j o u r n a l e n t r i e s n e c e s s a r y t o r e c o r d t h e O P E B .
T h e A u d i t o r s h a l l d e l i v e r t o t h e C o m m i s s i o n o n o r b e f o r e t w o w e e k s p r i o r t o t h e
c o m m e n c e m e n t o f f i n a l f i e l d w o r k t h e r e p o r t r e l a t e d t o O P E B a c c o u n t i n g .
A l l r e p o r t s d e l i v e r e d t o t h e C o m m i s s i o n m u s t b e a n u n p r o t e e d s e c u r e d d o c u m e n t f o r t h e
C o m m i s s i o n t o h a v e p r i n t i n g a n d w e b s i t e p o s t i n g c a p a b i l i t i
W h e n d e l i v e r e d t o t h e C o m m i s s i o n , t h e a u d i t r e p o r t s a I s t a t e m e n t s p r o d u c e d u n d e r
t h i s R F P a r e p u b l i c r e c o r d s a n d w i l l b e u s e d :
( a ) t o f u l f i l l t h e r e q u i r e m e n t s o f c o n t i n u i n g d i s c
( b ) a s i n s e r t s o r i n c o r p o r a t e d b y r e f e r e n c e i n o
a n d
( c ) f o r a n y l a w f u l p u r p o s e o f t h e C o m m i
D . R e q u i r e d C o m m u n i c a t i o n s
P r i o r t o t h e i s s u a n c e o f a n a l p o r t s , e A u d i t o r s h a l l d e l i v e r a d r a f t c o p y t o t h e
C o m m i s s i o n f o r r e v i e w . T A u d i - n . m a k e a n y m o d i f i c a t i o n s t o t h e C o m m i s s i o n -
p r e p a r e d f i n a n c i a l s t a t e m e n t . i n g - . - d n o t e s , a n d s u p p l e m e n t a r y i n f o r m a t i o n w i t h o u t
p r i o r C o m m i s s i o n a p
r S E C r u l e 1 5 c 2 - 1 2 ,
c u m e n t s i s s u e d b y t h e C o m m i s s i o n ,
w i t h s u b s e q u e n t c o n s e n t .
P r i o r t h e i s s u a n
f o r r e v i e w . M a n
i n c o r p o r a t e d i n t o a l l r
o r t t h e A u d i t o r s h a l l d e l i v e r a d r a f t c o p y t o t h e C o m m i s s i o n
n s e s t o A u d i t o r f i n d i n g s a n d r e c o m m e n d a t i o n s s h a l l b e
T h e A u d i t o r s h a l l b e r e q u e d t o m a k e a n i m m e d i a t e , w r i t t e n r e p o r t o f a l l i r r e g u l a r i t i e s a n d
i l l e g a l a c t s o f i n d i c a t i o n o f i l l e g a l a c t s o f w h i c h t h e y b e c o m e a w a r e t o t h e C o m m i s s i o n ' s a u d i t
o v e r s i g h t c o m m i t t e e , E x e c u t i v e D i r e c t o r , a n d C h i e f F i n a n c i a l O f f i c e r .
I n a d d i t i o n t o t h e a u d i t w o r k d e t a i l e d a b o v e , t h e C o m m i s s i o n r e q u i r e s t h e A u d i t o r t o m e e t w i t h
t h e C o m m i s s i o n ' s a u d i t o v e r s i g h t c o m m i t t e e a t l e a s t t w i c e a y e a r : p r i o r t o o r d u r i n g p l a n n i n g
p h a s e a n d u p o n c o m p l e t i o n o f t h e a u d i t . U p o n c o m p l e t i o n o f t h e a u d i t , t h e a u d i t o v e r s i g h t
c o m m i t t e e w i l l b e i n f o r m e d o f e a c h o f t h e f o l l o w i n g :
" T h e A u d i t o r ' s r e s p o n s i b i l i t y w i t h r e g a r d t o t h e f i n a n c i a l s t a t e m e n t a u d i t ;
" O v e r v i e w o f t h e s c o p e , t i m i n g , a n d d e l i v e r a b l e s o f t h e f i n a n c i a l s t a t e m e n t a u d i t ;
" A c c o u n t i n g p o l i c i e s a n d p r a c t i c e s i n c l u d i n g a d o p t i o n o f o r c h a n g e i n a c c o u n t i n g p o l i c i e s ,
s i g n i f i c a n t o r u n u s u a l t r a n s a c t i o n s a n d m a n a g e m e n t j u d g e m e n t s a n d a c c o u n t i n g
e s t i m a t e ;
1 7 3 3 6 . 0 0 0 0 0 \ 8 7 5 2 9 8 2 . 1
3 9
" A u d i t a d j u s t m e n t s ;
" U n c o r r e c t e d m i s s t a t e m e n t s ;
" D i s a g r e e m e n t s w i t h m a n a g e m e n t ;
" C o n s u l t a t i o n w i t h o t h e r a c c o u n t a n t s ;
" S i g n i f i c a n t i s s u e s d i s c u s s e d w i t h m a n a g e m e n t ;
" S i g n i f i c a n t d i f f i c u l t i e s e n c o u n t e r e d i n p e r f o r m i n g t h e a u d i t ; a n d
" C e r t a i n w r i t t e n c o m m u n i c a t i o n b e t w e e n m a n a g e m e n t a n d A u d i t o r .
E . S p e c i a l C o n s i d e r a t i o n s
T h e C o m m i s s i o n s h a l l s e n d i t s C A F R t o t h e G F O A f o r r e v i e w i n i t s C e r t i f i c a t e o f A c h i e v e m e n t
f o r E x c e l l e n c e i n F i n a n c i a l R e p o r t i n g p r o g r a m . I t i s a n t i c i p a t e d t h a t t h e A u d i t o r s h a l l b e
r e q u i r e d t o p r o v i d e s p e c i a l a s s i s t a n c e t o t h e C o m m i s s i o n t o m e e t t h e r e q u i r e m e n t s o f t h a t
p r o g r a m . I t i s d e s i r a b l e t h a t a t l e a s t o n e a u d i t m a n a g e r o r p a r t n e r , w h o i s a l s o a m e m b e r o f
t h e G F O A c e r t i f i c a t e p r o g r a m ' s S p e c i a l R e v i e w C o m m i t t s h a l l b e a c c e s s i b l e f o r t h i s
p u r p o s e o f e x a m i n i n g t h e C o m m i s s i o n ' s f i n a n c i a l s t a t e m
T h e C o m m i s s i o n a n t i c i p a t e s i t m a y p r e p a r e o n e o r
t h e s a l e o f d e b t s e c u r i t i e s , w h i c h s h a l l c o n t a i n t h e
t h e r e o n . T h e A u d i t o r s h a l l b e r e q u i r e d , i f r e
u n d e r w r i t e r , t o i s s u e a " c o n s e n t l e t t e r " a s t h e A
o f f i c i a t e m e n t s i n c o n n e c t i o n w i t h
c i a l s t a t e m a n d t h e A u d i t o r ' s r e p o r t
s t e d ' t h e m u n i p a l a d v i s o r a n d / o r t h e
a n y n e c e s s a r y " c o m f o r t l e t t e r s " .
T h e C o m m i s s i o n h a s d e t e r m i n e d t h a t t h D e p a
t h e c o g n i z a n t a g e n c y i n a c c o r d a n c e w i t h
U n i f o r m G r a n t G u i d a n c e .
F . W o r k i n g P a p e r R e t e n t i o n
A l l w o r k i n g p a p e r s a n d r e p o
s e v e n ( 7 ) y e a r s , u n l e - - f i r
t h e r e t e n t i o n p e r i o
r e q u e s t , t o t h e f
t o f T r a n s p o r t a t i o n s h a l l f u n c t i o n a s
h e S i n g l e A u d i t A c t a n d t h e O M B ' s
r k i n g P a p e r s
e d , a t t h e A u d i t o r ' s e x p e n s e , f o r a m i n i m u m o f
o t i f i e d i n w r i t i n g b y t h e C o m m i s s i o n o f t h e n e e d t o e x t e n d
I I b e r e q u i r e d t o m a k e w o r k i n g p a p e r s a v a i l a b l e , u p o n
r t r d e s i g n e e s :
" U . S . D e p a r t o f T s p o r t a t i o n ;
" U . S . G A O ;
" P a r t i e s d e s i g n a t e " b y t h e f e d e r a l o r s t a t e g o v e r n m e n t s o r b y t h e C o m m i s s i o n a s p a r t
o f a n a u d i t q u a l i t y r e v i e w p r o c e s s ; a n d
" A u d i t o r s o f e n t i t i e s o f w h i c h t h e C o m m i s s i o n i s a s u b - r e c i p i e n t o f g r a n t f u n d s .
I n a d d i t i o n , t h e A u d i t o r s h a l l r e s p o n d t o t h e r e a s o n a b l e i n q u i r i e s o f s u c c e s s o r a u d i t o r s a n d
a l l o w s u c c e s s o r a u d i t o r s t o r e v i e w w o r k i n g p a p e r s r e l a t i n g t o m a t t e r s o f c o n t i n u i n g a c c o u n t i n g
s i g n i f i c a n c e .
G . A u d i t S c h e d u l e a n d A s s i s t a n c e t o b e P r o v i d e d
A t a m i n i m u m , t h e f o l l o w i n g c o n f e r e n c e s s h a l l b e h e l d e a c h y e a r b y t h e d a t e s i n d i c a t e d :
" E n t r a n c e c o n f e r e n c e s p r i o r t o i n t e r i m a n d y e a r e n d f i e l d w o r k : t h e p u r p o s e o f t h e s e
m e e t i n g s s h a l l b e t o d i s c u s s p r i o r a u d i t m a t t e r s , d e t e r m i n e t h e t i m i n g o f t h e i n t e r i m a n d
1 7 3 3 6 . 0 0 0 0 0 \ 8 7 5 2 9 8 2 . 1
4 0
year-end fieldwork to be performed, establish an overall liaison for the audit, and arrange
for workspace and other needs of the Auditor;
• Progress conferences weekly during interim and final fieldwork: the purpose of these
meetings shall be to summarize the results of the preliminary reviews, specifically any
findings; identify the key internal controls or other matters to be tested; and discuss work
progress and issues, if any; and
• Exit conference prior to October 31: the purpose of this meeting shall be to summarize the
results of the fieldwork and review findings, if any.
The Commission shall have all records ready for final audit fieldwork as of the last Monday of
September of each year. The Commission shall provide draft financial statements within one
week of commencement of final fieldwork. Barring unforeseen circumstances, for each year
the Auditor shall:
• Complete interim fieldwork by June 30;
• Provide the Commission a draft listing of schedules - information to be prepared by
client (PBC) during interim;
• Provide the Commission a final PBC list of 1 sche• . to be prepared by the
Commission by August 1;
• Provide the pension and OPEB account' rep• at least two weeks prior to the
commencement of final fieldwork;
• Commence final audit fieldwork by t - ast Mon. of September;
• Conduct the audit activities and com fiel. ' rk by October 31;
• Provide comments on all draft financiprepared by the Commission no less
than one week prior to the r= • iss
• Provide drafts of all audi
than one week prior to
• Provide all required repo
of each year.
The Auditor shal
as it is anticipate
engagement shall be
Finance to identify the i
delay.
e date;
recommendations to management, no later
date; and
informon to the Commission no later than November 1
ports completed by the dates specified above. As soon
due date will not be met, the Audit Partner assigned to the
meet with Chief Financial Officer and the Deputy Director of
causing the delay and propose a plan of action to minimize the
The Finance Department staff and responsible management personnel shall be available
during the audit to assist the Auditor by providing information, documentation, and
explanations. The preparation of confirmations shall be the responsibility of the Commission
based on specific, timely instructions from the Auditor.
The Commission shall provide the Auditor with reasonable workspace, including table and
chairs. The Auditor shall also be provided, for audit related purposes, with access to one (1)
telephone line and to photocopying facilities.
End of Scope of Services
17336.00000\8752982.1
41
EXHIBIT "B"
COMPENSATION
[INSERTED BEHIND THIS PAGE]
17336.00000\8752982.1
42
EXHIBIT "B"
COMPENSATION SUMMARY
FIRM
PROJECT TASKS/ROLE
COST
Prime Consultant:
Eide Bailly LLP
Audit Services
$
1,461,198.00
Sub Consultants:
"No subconsultants
SUBTOTAL
1,461,198.00
TOTAL COSTS
$
1,461,198.00
FISCAL YEAR
PROJECT
COST
FY 2020/21
Audit Services
$
204, 320.00
FY 2021/22
Audit Services
241,520.00
FY 2022/23
Audit Services
246,351.00
FY 2023/24 (Option Year 1)
Audit Services
251,277.00
FY 2024/25 (Option Year 2)
Audit Services
256,303.00
FY 2025/26 (Option Year 3)
Audit Services
261,427.00
SUBTOTAL
1,461,198.00
TOTAL COSTS
$
1,461,198.00
1 Commission authorization pertains to total co
compensation authorized may not be exceede
ensation adjustments may occur; however, the maximum total
43
AGENDA ITEM 7D
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Fiscal Year 2019/20 Mid -Year Budget Adjustments
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to approve Fiscal Year 2019/20 mid -year budget adjustments for
a net increase of $22,041,000 and $21,506,000 in revenues and expenditures/expenses,
respectively.
BACKGROUND INFORMATION:
Staff performed a review of revenues and expenditures/expenses for the six months ended
December 31, 2019, and an estimate of expenditures/expenses and revenues for the remaining
six months of the fiscal year ending June 30, 2020. As a result of the review, the following
mid -year budget adjustments are proposed:
Revenue Adjustment 1— $25,331,700
During the development of the FY 2019/20 budget, the Commission took a conservative
approach in estimating the RCTC 91 Express Lanes toll revenues, even though it was outpacing
the Stantec Consulting Services, Inc. Investment Grade Traffic and Revenue Study. The
conservative approach was primarily based on only two years of operational history and
development of a new RCTC 91 Express Lanes Toll Policy. To date, the RCTC 91 Express Lanes has
received approximately 96 percent of its FY 2019/20 budgeted toll revenues of $36.2 million.
Therefore, staff revised the toll revenue projection to $61.5 million and seeks a mid -year budget
adjustment of $25.3 million to increase budgeted toll revenues.
Revenue Adjustment 2 — ($3,290,700)
During the development of the FY 2019/20 budget, staff estimated investment income rate at
2 percent, as investment income during the first quarter of calendar year 2019 ranged between
2 — 2.5 percent. Since the adoption of the budget in June 2019, the Federal Reserve has cut
interest rates three times on August 1, September 19, and the latest on October 31 to a level of
1.50 — 1.75 percent. Although the economy appears to be stable, Federal Reserve officials warn
against effects of uncertainty and slowing global demand. It would be prudent for the
Agenda Item 7D
44
Commission to lower its expectation of investment income results and reduce the budget by $3.3
million, from $12.8 million to $9.5 million. The reduction of the investment income budget has
no effect on the delivery of projects or programs at the Commission, as it is not a component of
project or program funding commitments.
Expenditure Adjustment 1— $506,000
As approved by the Executive Committee in May 2019 and Commission in June 2019, the original
FY 2019/20 budget included an estimated $8.13 million to pay off the California Public Employees
Retirement System (CaIPERS) net pension liability based on the CaIPERS Actuarial Valuation
Report available at time of the FY 2019/20 budget adoption. Subsequently, staff received the
July 2019 CaIPERS Actuarial Valuation Report that reflected an updated net pension liability of
approximately $8.63 million. In order to take advantage of the savings included in the revised
net pension liability payoff, staff submitted payment to CaIPERS by the required due date of July
31, 2019. Sufficient funds were on hand to disburse the $8.63 million. Staff requests a mid -year
budget adjustment of $506,000 to reflect appropriate budget authority for the net pension
liability payoff.
Expenditure Adjustment 2 — $20,000,000
In connection with the Interstate 15 Express Lanes project (1-15 ELP), the actual design -build work
efforts differ from the original cash flow assumptions at commencement of the project.
Accordingly, approximately $20 million of design -build costs and related contractor payments
anticipated in prior years occurred in FY 2019/20. This represents a timing issue between fiscal
years and does not affect the overall 1-15 ELP cost, design -build contract, or funding. Staff
recommends an adjustment to increase the design -build expenditures budget by $20 million.
There are sufficient Transportation Infrastructure Finance and Innovation Act loan proceeds
available to accommodate this budget adjustment.
Expense Adjustment 3 — $1,000,000
In July 2019 the Commission jointly released with Orange County Transportation Authority
(OCTA) a request for proposals to procure and manage the 91 Express Lanes Back Office System
(BOS) and Customer Service Center as the existing contract with Cofiroute USA, LLC (Cofiroute)
expires in mid 2021. After a competitive procurement, Cofiroute was awarded the joint contract
with the Commission and OCTA including the new 91 Express Lanes BOS design, development,
testing and training. The original FY 2019/20 budget was based on initial milestone projections
for the design and development of the new BOS. Accordingly, an adjustment of $1 million is
required to meet revised milestone targets. There are sufficient toll revenues available to
accommodate this budget adjustment.
Agenda Item 7D
45
Financial Information
In Fiscal Year
Budget:
No
Year:
FY 2019/20
Amount:
$22,041,000 Revenues
$21,506,000 Expenditures/Expenses
Source of Funds:
2009 Measure A, Transportation
Development Act, Transportation
Uniform Mitigation Fee, Motorist
Assistance funds, and Toll revenues
Budget Adjustment:
Yes
GL/Project Accounting No.:
Revenues
$25,331,700 591-31-57101009199-571-57101-0000
(3,290,700) XXX-XX-49001 (various funds and departments)
Expenditures/Expenses
$ 506,000 XXX-XX-61001 (various funds and departments)
20,000,000 262-31-81601003027-81603-00000-0000
1,000,000 591-31-81002 009199-81041-00000-0000
Fiscal Procedures Approved:
\Jav,
Date:
02/18/2020
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 10 Abstain: 0 No: 0
Agenda Item 7D
46
AGENDA ITEM 7E
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Proposed Policy Goals and Objectives for Fiscal Year 2020/21 Budget
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Review and approve the proposed Commission Policy Goals and Objectives for the
Fiscal Year 2020/21 Budget; and
2) Review and approve the Fiscal Accountability Policies for the FY 2020/21 Budget.
BACKGROUND INFORMATION:
The initial step in the budget process is to develop policy goals and objectives for the next fiscal
year that are consistent with the Commission's overall strategic direction. Most importantly, the
adoption of the Commission Policy Goals and Objectives and Fiscal Accountability Policies for the
annual fiscal year budget provides an opportunity to match the Commission's spending priorities
in a manner that implements the promises made to the citizens of the county of Riverside in the
Measure A Expenditure Plan and fulfills other Commission responsibilities.
The Commission is driven by four core objectives for the people of Riverside County and the
transportation system upon, which they rely:
• Quality of life;
• Operational excellence;
• Connecting the economy; and
• Responsible partner.
Additionally, the fiscal accountability policies that promote fiduciary responsibility and
organizational excellence are summarized in six categories:
• Financial planning;
• Revenues;
• Expenditures/expenses;
• Debt management;
Agenda Item 7E
47
" C a s h m a n a g e m e n t ; a n d
" A c c o u n t i n g a n d f i n a n c i a l r e p o r t i n g .
T h e C o m m i s s i o n P o l i c y G o a l s a n d O b j e c t i v e s w i l l b e l i n k e d t o t h e i n d i v i d u a l d e p a r t m e n t g o a l s a n d
o b j e c t i v e s i n c l u d e d i n t h e F Y 2 0 2 0 / 2 1 B u d g e t , a n d t h e F i s c a l A c c o u n t a b i l i t y P o l i c i e s w i l l g u i d e t h e
d e v e l o p m e n t a n d m o n i t o r i n g o f t h e F Y 2 0 2 0 / 2 1 B u d g e t .
A t t a c h m e n t : P r o p o s e d C o m m i s s i o n P o l i c y G o a l s a n d O b j e c t i v e s a n d F i s c a l A c c o u n t a b i l i t y P o l i c i e s
f o r F Y 2 0 2 0 / 2 1
A p p r o v e d b y t h e B u d g e t a n d I m p l e m e n t a t i o n C o m m i t t e e o n F e b r u a r y 2 4 , 2 0 2 0
I n F a v o r : 1 0 A b s t a i n : 0 N o : 0
A g e n d a I t e m 7 E
4 8
ATTACHMENT 1
Policy Goa Is a nd Objectives
As approved at its March 11, 2020 meeting, the Commission is driven by four core mission
statementsand underlying goalsforthe people of Riverside County and the transportation system
upon which they rely:
QUALITY OF UFE
RC1C is focused on improving life for the people of Riverside County and empowering them to live
life at their pace.
Choice
Environmental
Stewardship
Access
Goods Movement
RCTC empowersthe residentsof Riverside County to choose how to get safely
to where they are going.
RCTC protectsand preservesthe County'senvironment forour residents.
RCTC providesaccess, equity, and choice in transportation; RCTC isa mobility
partner.
•
RCTC projects and programs are the connection to employment, housing,
schools, community institutions, parks, medical facilities, and shopping in the
community.
RCTC facilitatesthe funding and delivery of projectsthat mitigate the impact
of increased goodsmovement flow through Riverside County.
OPERATIONALEXCELLENCE
RCTC isa re '•onsible and conservative steward oftax •a erdollars
State of Good Repair
Promises Fulfilled
Innovation
Information
mI2CTC investsin road safety and maintenance in itsresidents' neighborhoods.
Projectsare completed on -time, on -budget; RCTC deliverson itspromisesasa
steward of Riverside County residents' investment.
Program and project delivery innovations drive results, savings, and greater
economic opportunitiesfor Riverside County residents.
RCTC operations are transparent; customers get prompt, reliable, quality
service.
CONNECTING THE ECONOMY
RC1C isa d►iverofeconomic •rowth in Riverside Coun .
Workforce Mobility
Population Growth
Economic Impact
RCTC improves the economy by creating a robust workforce to workplace
system; RCTC helps move the economy of Riverside County.
Snce 1976, RCTC hasbeen responsible forconnecting ourCounty'seconomy
as the County's population has quadrupled from 550,000 to over 2.4 million
today.
RCTC has invested over$4 billion in the County'seconomythanksto Measure
A and toll revenues, which has a multiplier impact in terms of jobs and
economic opportunity throughout Riverside County.
49
RESPONSIBLE PA RIN ER
RC1C partners with local, re•ional, and state •ovemmentsto deliver road and transit •ro"ects.
Streets and Roads
Active Transportation
Facilities
Grants
Local Measure A Valu
RCTC has invested over $1 billion in local priorities for maintaining streets and
roadsand fixing potholes.
RCTC is a partner with transit operators to provide residents mobility choices,
flexibility, intercity and intercounty connectivity, and access.
ROTC is a partner with agencies within the County to promote active
transportation alternatives, including the building of regional trails and bicycle
and pedestrian facilities in accordance with local general master and active
transportation plans.
RCTC isa steward of state and federal grants to leverage Measure A dollars
and improve our communities.
RCTC invests Measure A dollars into projects and programs that benefit local
communitiesthroughout the County.
Staff used these core mission statements and goals to prepare this budget and develop the
following short-term objectivesto further guide the development of the FY2020/21 budget.
Capital Project Development and Delivery
• Continue progress on projects included in the 2019-2029 Western Riverside County Highway
Delivery Plan, including:
o Design and construction of the 15 Express Lanes, 15/91 Express Lanes connector, and 91
Corrid or Operations Project;
o Construction of the State Route (SR) 60 truck lanes; and
o Development of the 71/91 interchange improvementsand Mid County Parkway.
• Continue development of the 1-15 ExpressLanes—Southem Extension project.
• Continue design and construction of projects on behalf of other agencies, including I-
15/Railroad Canyon interchange, I-10/Highland Springs interchange, and Santa Ana River
Trail.
• Continue development of various projects at commuter rail stations and on the San Jacinto
Branch Line.
• Maintain and enhance communication and collaboration with the California Department of
Transportation (Caltrans) to improve the Commission'sability to deliver critical projects.
• Enhance corridor mobility and traveler choice with the operation of the express lanes and
development of future expresslanes.
• Collaborate with local jurisdictions to implement the Transportation Uniform Mitigation Fee
(1UMF) regional arterial program projects and facilitate the delivery of eligible arterial
improvements in western Riverside County (Western County).
• Continue active engagement in state and federal efforts to streamline and modernize the
California Environmental Quality Act (CEQA) and the National Environmental Policy Act
(NEPA) to improve the Commission'sability to deliver critical projects.
Toll Operations
• Efficiently operate express lanes and achieve high customer satisfaction through congestion
reduction, mobility improvements, and management of demand.
Regional Programs
• Maintain an active involvement in state and federal legislative matters to ensure that the
Commission receivesproperconsideration fortransportation projectsand funding.
• Facilitate project funding and delivery of local and regional transportation projects.
50
" S u p p o r t r e l i a b l e a n d c o s t - e f f e c t i v e M e t r o l i n k c o m m u t e r r a i l s e r v i c e t o a n d f r o m R i v e r s i d e
C o u n t y ; S o u t h e r n C a l i f o r n i a R e g i o n a l R a i l A u t h o r i t y ( R R A ) i s t h e o p e r a t o r o f M e t r o l i n k .
" P r o v i d e l e a d e r s h i p i n t h e p l a n n i n g a n d d e v e l o p m e n t o f t h e C o a c h e l l a V a l l e y - S a n G o r g o n i o
P a s s c o r r i d o r r a i l s e r v i c e .
" S u p p o r t i n n o v a t i v e p r o g r a m s t h a t p r o v i d e t r a n s i t a s s i s t a n c e i n h a r d - t o - s e r v e r u r a l a r e a s o r f o r
r i d e r s w i t h s p e c i a l i z e d t r a n s i t n e e d s .
" P r o m o t e c o s t c o n t r o l s a n d o p e r a t i n g e f f i c i e n c i e s f o r t r a n s i t o p e r a t o r s .
" M a i n t a i n e f f e c t i v e p a r t n e r s h i p s a m o n g c o m m u t e r s , e m p l o y e r s , a n d g o v e r n m e n t t o i n c r e a s e
t h e e f f i c i e n c y o f o u r t r a n s p o r t a t i o n s y s t e m b y e n c o u r a g i n g a n d p r o m o t i n g m o t o r i z e d a n d
n o n - m o t o r i z e d t r a n s p o r t a t i o n a l t e r n a t i v e s .
" P r o v i d e a m o t o r i s t a i d s y s t e m t h a t e n s u r e s s a f e t y a n d c o n v e n i e n c e t o f r e e w a y m o t o r i s t s .
M a n a g e m e n t S e r v i c e s
" M a i n t a i n c l o s e c o m m u n i c a t i o n w i t h C o m m i s s i o n e r s a n d e d u c a t e p o l i c y m a k e r s o n a l l i s s u e s o f
i m p o r t a n c e t o t h e C o m m i s s i o n .
" D e v e l o p a n d e x e c u t e a c o m m u n i c a t i o n s a n d p u b l i c e n g a g e m e n t s t r a t e g y f o r t h e p u r p o s e s
o f e d u c a t i o n , i n f o r m a t i o n , a n d c u s t o m e r s e r v i c e .
" M a i n t a i n a d m i n i s t r a t i v e p r o g r a m d e l i v e r y c o s t s b e l o w t h e p o l i c y t h r e s h o l d o f 4 % o f M e a s u r e A
r e v e n u e s ; t h e F Y 2 0 2 0 / 2 1 M a n a g e m e n t S e r v i c e s b u d g e t i s % o f M e a s u r e A r e v e n u e s .
" M a i n t a i n a d m i n i s t r a t i v e s a l a r i e s a n d b e n e f i t s a t l e s s t h a n 1 % o f M e a s u r e A r e v e n u e s ; t h e F Y
2 0 2 0 / 2 1 a d m i n i s t r a t i v e s a l a r i e s a n d b e n e f i t s i s % o f M e a s u r e A r e v e n u e s .
" M a i n t a i n p r u d e n t c a s h r e s e r v e s t o p r o v i d e i n s u l a t i o n f r o m u n p l a n n e d e x p e n d i t u r e s .
" M a i n t a i n c u r r e n t s t r o n g b o n d r a t i n g s w i t h r a t i n g a g e n c i e s .
" E s t a b l i s h a n d m a i n t a i n r e v e n u e s a n d r e s e r v e s g e n e r a t e d f r o m t o l l o p e r a t i o n s t o b e a v a i l a b l e
f o r d e b t s e r v i c e i n a c c o r d a n c e w i t h t o l l - s u p p o r t e d d e b t a g r e e m e n t s ; m a i n t e n a n c e , r e p a i r ,
r e h a b i l i t a t i o n , a d m i n i s t r a t i o n , a n d o p e r a t i o n s ; a n d c a p i t a l p r o j e c t s w i t h i n t h e c o r r i d o r .
L i n k i n g C o m m i s s i o n a n d D e p a r t m e n t a l M i s s i o n S t a t e m e n t s
T h e f o l l o w i n g m a t r i x ( T a b l e 1 ) i l l u s t r a t e s t h e l i n k a g e o f t h e C o m m i s s i o n ' s c o r e m i s s i o n s t a t e m e n t s
d e s c r i b e d i n t h i s s e c t i o n t o t h e i n d i v i d u a l d e p a r t m e n t a l m i s s i o n s t a t e m e n t s i n c l u d e d i n S e c t i o n 5 .
T a b l e 1 - R e l a t i o n s h i p b e t w e e n C o m m i s s i o n a n d D e p a r t m e n t a l M i s s i o n S t a t e m e n t s
Q u a l i t y
o f L i f e
O p e r a t i o n a l
E x c e l l e n c e
C o n n e c t i n g
t h e E c o n o m
R e s p o n s i b l e
P a r t n e r
M a n a " e m e n t S e r v i c e s
E x e c u t i v e M a n a " e m e n t
A d m i n i s t r a t i o n
E x t e m a l A f f a i r s
F i n a n c e
R e " i o n a I P r o . r a m s
P l a n n i n g a n d P r o g r a m m i n g
R a i l M a i n t e n a n c e a n d O p e r a t i o n s
P u b l i c a n d S p e c i a l i z e d T r a n s i t
C o m m u t e r A s s i s t a n c e
M o t o r i s t A s s i s t a n c e
C a p i t a l P r o ' e c t D e v e l o p m e n t a n d D e l i v e
T o l l O p e r a t i o n s
x x x x
x 1 -
x x x
x - -
x x - x - X
x x x x
x x . 4 1 1 X 1 _ x
x x x x
X X - X
X X - X
5 1
ATTACHMENT 2
Fiscal Accountability Policies
As the steward of local, state, and federal resources, RCTC maintains financial policies that
promote fiduciary responsibility and organizational excellence.
Financial Plannin •
Balanced Budget
Administration
Retirement Benefits
Capital Projects
RCTC adopts an annual budget in which operating and capital
expenditures and other financing uses are equal to or less than identified
revenues and other financing sources as well as available fund balances.
Allocations from local and state sources and toll operations fund
administrative costs, including salaries and benefits.
o Administrative salaries and benefits cannot exceed 1% of Measure A
sales tax revenues.
o Administrative costs will not exceed 4% of Measure A sales tax revenues
(inclusive of the 1% salary limitation).
RCTC contributes 100% of the annual requirement related to its
proportionate share of the net pension liability and to the postretirement
health care benefits.
Multi -year capital projects are consistent with the strategic plan and
budgeted by fiscal year, based on best available estimates.
RCTC establishes and maintains reserves in accordance with Measure A
and TDA policies as well as debt agreements.
Sales Tax
Tolls
Funding Sources
Sale of Properties
RCTC prepares annual and mid -year revised revenue projections to ensure
use of current and relevant data; staff may adjust amounts during the
budget process to reflect the most current economic trends.
RCTC-adopted policies establish congestion pricing in order to optimize
throughput on toll facilities while generating revenue to meet all financial
commitments related to:
o Debt issued to construct or repair any portion of the toll facility, payment
of debt service, and satisfaction of other covenants and obligations
related to indebtedness of the toll facility, including applicable reserves;
o Development, maintenance, repair, rehabilitation, improvement,
reconstruction, administration, and operation of the toll facilities,
including toll collection and enforcement and applicable reserves; and
o Projects within the corridor that generated the revenue.
RCTC uses local funding sources to maximize federal and state funding of
projects.
RCTC returns proceeds from the disposition of excess properties to the
programs that provided the funding sources for the property acquisition.
Expenditures/Expenses
Priorities
Accountability
Procurement
RCTC reviews established priorities for planning and programming of capital
projects annually.
RCTC compares actual expenditures/expenses to the budget on at least a
quarterly basis and appropriately notes, explains, and justifies significant
deviations.
RCTC ensures competitive, transparent, objective, and fair procurement
selection processes in accordance with policies adopted on September 11,
2019.
52
Capital and Intangible
Assets
On a government -wide basis, RCTC records capital and intangible assets at
historical costs, estimated historical costs if purchased or constructed, or
estimated fair value at date of donation. RCTC maintains such assets in a
state of good repair and safeguards them from misuse and
misappropriation.
o RCTC generally does not capitalize infrastructure, which title will be
vested with Caltrans or other governmental agency.
o RCTC depreciates capital and amortizes intangible assets over the
estimated useful life or service concession term.
Debt Mana • ement
Debt Limitation
Management
Coverage
Issuance
Maturity
Outstanding sales tax revenue debt cannot exceed $975 million, in
accordance with Measure K approved by a majority of the voters in
November 2010; RCTC can issue toll -supported debt for specific highway
projects based on amounts authorized by the Commission.
RCTC maintains and updates the Debt Management Policy, as adopted on
March 11, 2020, and Interest Rate Swap Policy, as adopted July 12, 2006, for
matters related to sales tax revenue and toll -supported indebtedness.
RCTC maintains debt coverage ratios of 2.0x on all senior sales tax revenue
debt and 1.3x on all toll -supported debt.
RCTC issues debt for major capital projects including engineering, right of
way, construction, and design -build; RCTC will not finance operating
requirements except for initial toll operations. Costs of issuance, including
the standard underwriter's discount, do not exceed 2% unless specifically
authorized.
All sales tax revenue debt matures prior to the termination of 2009 Measure
A on June 30, 2039; all toll -supported debt matures prior to the expiration of
toll facility agreements.
Cash Mana • ement
Management
Receipts
Payments
Operating Balances
RCTC invests funds in order of priority (safety, liquidity, and yield) in
accordance with the Investment Policy, adopted on March 13, 2019, or
debt agreements.
Where possible, RCTC encourages receipt of funds by wire transfer to its
accounts.
RCTC makes cash disbursements to local jurisdictions and
vendors/consultants in a timely manner.
RCTC maintains amounts in the bank operating account at the amount
necessary to meet monthly expenditures/expenses.
• a •a • • a . •a • a '•
- • ortin •
Accounting System
Reporting
RCTC maintains an ERP system that integrates project and toll operations
accounting needs and improves accounting efficiency
RCTC issues a Comprehensive Annual Financial Report (CAFR) and single
audit report for federal financial assistance; separate financial reports for
the LTF, STA, Proposition 1 B Rehabilitation and Security Project Accounts, SB
1 SGR Program, Low Carbon Transit Operations Program (LCTOP), and toll
operations; and the State Controller's Transportation Planning Agency
Financial Transactions Report and Government Compensation in California
Report. Reports are obtained for agreed -upon procedures as required or
deemed necessary.
An independent accounting firm conducts an annual audit of the
Commission's accounting books and records; RCTC obtains audits of
Measure A and TDA funding recipients for compliance and other matters in
a timely manner.
53
AGENDA ITEM 7F
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
David Knudsen, Legislative Affairs Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
State and Federal Legislative Update
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file an update on state and federal legislation.
BACKGROUND INFORMATION:
State Update
On January 10, 2020 Governor Gavin Newsom released his proposed state budget for
Fiscal Year 2020/21. The Governor's budget proposes spending of $222.2 billion in total state
funds, consisting of approximately $153 billion from the General Fund, $63.8 billion from special
funds, and $5.4 billion from bond funds. Unlike last year, the budget proposal fully funds the
intent of SB 1 without tying it to other punitive objectives. Additionally, Governor Newsom's
budget proposes to spend $12.5 billion over five years to address climate change including a
proposed climate resilience bond, totaling $4.75 billion, to reduce climate risks across California.
The Governor's Climate Plan focuses on reducing climate risk while transitioning to carbon
neutrality.
The Governor's focus on climate change continues to manifest in Caltrans' preparations to
implement new guidelines for environmental reviews of transportation projects pursuant to the
California Environmental Quality Act (CEQA) and Senate Bill 743 (SB 743). As the Commission
heard from Legal Counsel at its Annual Workshop on January 31, 2020, Caltrans' focus on
reduction of vehicle miles traveled (VMT) as a strategy to reduce the carbon footprint of the
transportation sector is likely to have wide -reaching, costly, and uncertain impacts on planned
transportation improvements in Riverside County. Commission staff continue to engage with
Caltrans and self-help transportation agencies regarding implementation of SB 743. Staff will
keep the Commission informed as these new regulations are implemented.
In the meantime, legislators are introducing new bills for the final year of this legislative session.
Staff and the Commission's lobbyist in Sacramento are analyzing these new bills against the
Commission's adopted platform.
Agenda Item 7F
54
Federal Update
Earlier this month, President Trump released his proposed federal budget for FY 2021. As with
presidential budget proposals for the last many years, Congress is not expected to adopt the
President's budget and will develop their own budget and appropriations. Of note in the
transportation sector, the President's budget proposal continues two discretionary grant
programs, BUILD and INFRA, for which the Commission has sought funds in prior fiscal years. The
City of Temecula received $50 million from INFRA in 2019. The President's proposal also includes
a "preview" of the Administration's forthcoming proposal for reauthorization of the FAST Act.
In recent weeks, media articles have speculated whether "earmarks" to federal spending would
return this year. Earmarks are funds designated by Congress for specific projects or programs.
The Commission, cities, the County, and other local governments have received federal earmarks
in the past for priority projects; however, federal appropriations bills have not included earmarks
for many years. It is the sense of Commission staff that it is unlikely that earmarks will return this
year.
Attachment: Legislative Matrix — February 2020
Agenda Item 7F
55
RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION — FEBRUARY 2020
Legislation/
Author
Description
Bill
Status
Position
Date of Board
Adoption
AB 252
(Daly,
Frazier)
Removes the sunset date from the NEPA Reciprocity program.
Signed by Governor
Newsom.
(July 31, 2019)
SUPPORT
3/13/19
AB 1402
(Porr s)
Makes substantive changes to the Active Transportation Program
administered by the State, allocating 75% of funds to be distributed by
large MPOs.
Referred to Committee on
Transportation.
(March 27, 2019)
SUPPORT
4/1/19
SB 152
(Beall)
Makes substantive changes to the Active Transportation Program
administered by the State, allocating 75% of funds to be distributed by
large MPOs.
Held in Senate
Appropriations Committee
under submission.
(May 16, 2019)
SUPPORT
4/1/19
AB 626
(Quirk -Silva)
Seeks to dictate that professionals who provide professional services on
one phase of a project be deemed not to have a conflict of interest in
subsequent project phases, disregarding the Commission's adopted
Procurement Policy.
Ordered to inactive file at
request of member.
(May 30, 2019)
OPPOSE
UNLESS
AMENDED
4/10/19
AB 456
(Chiu, Bonta,
Low)
Removes the January 1, 2020 sunset provision on claims resolution
processes.
Approved by the Governor.
(October 3, 2019)
OPPOSE
5/8/19
SB 498
(Hurtado)
Takes funds dedicated in the Trade Corridors Improvement Fund and
repurposes them for a new short -line railroad project grant program.
Referred to Assembly
Transportation Committee.
(June 6, 2019)
OPPOSE
Staff action
based on
platform
5/30/19
SB 742
(Allen)
Authorizes existing state funds for Amtrak to be used on intercity
passenger bus transportation, regardless of whether the passenger is
connecting to or from intercity rail service.
Approved by the Governor.
(October 8, 2019)
SUPPORT
6/12/19
AB 1149
(Fong)
Eliminates the ability of petitioners to opt to prepare the record of
proceedings and would place that responsibility solely on the lead
agency.
Re -referred to Assembly
Natural Resources.
(April 24, 2019)
SUPPORT
6/12/19
Legislature reconvened on January 6, 2020
56
Legislation/
Author
Description
Bill
Status
Position
Date of Board
Adoption
SB 664
(Allen)
Revises existing statute in the Streets and Highways Code and the Vehicle
Code to allow for improved operations of toll facilities in California.
Re -referred to Committees
on Privacy & Consumer
Protection and Judiciary.
(September 10, 2019)
SUPPORT
Staff action
based on
platform
6/17/19
SB 277
(Beall)
Changes the SB 1-created Local Partnership Program to be administered
at 85% formula, rather than 50% formula as is currently in adopted
guidelines.
Vetoed by the Governor.
In Senate. Consideration of
Governor's veto pending.Staff
(August 14, 2019)
SUPPORT
d nn
based on
platform
7/1/19
HR 2939
(Napolitano)
Protects state and local general sales tax revenues from being directed
to airports.
Introduced.
(May 23, 2019)
SUPPORT
7/10/19
57
AGENDA ITEM 7G
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Martha Masters, Senior Management Analyst
Lorelle Moe -Luna, Multimodal Services Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Riverside County 2020 Federal Transportation
Financial Resolution
Improvement
Program
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to approve Resolution No. 20-002, "Resolution of the Riverside
County Transportation Commission Certifying Riverside County Has Resources to Fund Projects
in the Federal Fiscal Years 2020/21 Through 2025/26 Transportation Improvement Program and
Affirming Commitment to Implement All Projects in the Program".
BACKGROUND INFORMATION:
The Federal Transportation Improvement Program (FTIP) is a federally required document that
lists transportation projects funded with federal, state, and local funds for the next six -year
period. The Southern California Association of Governments (SCAG) is responsible for
preparing the FTIP every two years for the six -counties within the SCAG region, and performing
the following five conformity tests:
• Consistency with SCAG's Regional Transportation Plan/Sustainable Communities
Strategy (RTP/SCS)
• Regional Emission Analysis
• Timely Implementation of Transportation Control Measures (TCM)
• Financial Constraint
• Interagency Consultation and Public Involvement
The 2021 FTIP Update covers Federal Fiscal Years (FFYs 2020/21 — 2025/26) and reflects
projects listed in the draft 2020 RTP/SCS. All regionally significant and federally funded projects
must be included in the FTIP in order for an implementing agency to obligate funds. Overall,
Riverside County is submitting a list of 389 projects totaling approximately $12 billion in funds.
Agenda Item 7G
58
The attached resolution must be included in the 2021 FTIP to certify the Riverside County
portion of the FTIP is financially constrained and to affirm the commitment to implement the
projects. Financial constraint and project commitment is defined as follows:
1. Financial Constraint: The Commission must certify the Riverside County Transportation
Improvement Program is financially constrained (projects are not programmed in excess
of fund levels) and the funding may be reasonably expected to carry out the program.
2. Project Commitment: The Commission must affirm its highest priorities for funding are
the projects in the 2021 FTIP. The affirmation is specifically targeted to enforceable
TCMs.
Over the past three months, staff reviewed projects submitted by Caltrans, local agencies, and
transit operators in Riverside County. These projects include freeways, state highways,
arterials, routes that provide access to major activity centers, goods movement routes,
intermodal facilities, and operating assistance for transit services. Projects that have completed
construction were identified and removed from the 2021 FTIP, while other projects were
added, deleted, or modified at the request of project sponsors. All project programming was
reviewed to ensure each project clearly identified funding sources and schedules with the
concurrence of each project sponsor.
There are 20 TCM projects in the 2021 FTIP with completion dates ranging from 2020 to 2030,
at an estimated cost of $875 million. TCMs are specific transportation projects and programs
committed to help improve air quality, regardless of the source of funding. Project sponsors
have been notified that TCMs must be operational or implemented by the completion date
committed to in the FTIP. If not, these projects must be substituted by another TCM eligible
project.
The SCAG Regional Council is scheduled to approve the 2021 FTIP by September 2020. SCAG
subsequently will pursue the necessary state and federal approvals for the 2021 FTIP. These
approvals are anticipated to occur by early December 2020 at which point the 2021 FTIP takes
effect. SCAG allows project amendments to occur throughout the two-year cycle to make
minor project changes and staff coordinates these amendments with the local agencies.
This item does not have a financial impact; separate actions have been or will be taken to fund
specific projects as necessary.
Attachments:
1) Resolution No. 20-002
2) 2021 FTIP Funding Summary — FFY 2020/21— FFY 2025/26
Agenda Item 7G
59
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 10 Abstain: 0 No: 0
Agenda Item 7G
60
ATTACHMENT 1
RESOLUTION NO. 20-002
RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CERTIFYING
RIVERSIDE COUNTY HAS RESOURCES TO FUND PROJECTS IN THE FEDERAL FISCAL YEARS
2020/21 THROUGH 2025/26 TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING
COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE PROGRAM
WHEREAS, Riverside County is located within the metropolitan planning boundaries of the
Southern California Association of Governments (SCAG); and
WHEREAS, the Fixing America Surface Transportation (FAST) Act requires SCAG to adopt a
regional transportation improvement program for the metropolitan area; and
WHEREAS, the FAST Act also requires that the regional transportation improvement program
include a financial plan that demonstrates how the transportation improvement program can be
implemented; and
WHEREAS, the Riverside County Transportation Commission (RCTC) is the agency responsible for
short-range capital and service planning and programming for the Riverside County area within
SCAG; and
WHEREAS, as the responsible agency for short-range transportation planning, the RCTC is
responsible for developing the Riverside County Transportation Improvement Program (TIP),
including all projects utilizing federal and state highway and transit funds; and
WHEREAS, the RCTC must determine, on an annual basis, the total amount of funds that could
be available for transportation projects within its boundaries; and
WHEREAS, the RCTC has adopted the Federal Fiscal Year (FFY) 2020/21 through FFY 2025/26
Riverside County TIP with funding for FFY 2020/21 and FFY 2021/22 available and committed,
and reasonably committed for FFY 2022/23 through FFY 2025/2026.
NOW, THEREFORE, BE IT RESOLVED by the RCTC that it affirms its continuing commitment to the
projects in the FFY 2020/21 through FFY 2025/26 Riverside County TIP; and
BE IT FURTHER RESOLVED, that the FFY 2020/21 through FFY 2025/26 Riverside County TIP
Financial Plan identifies the resources that are available and committed in the first two years and
reasonably available to carry out the program in the last four years, and certifies that:
1. Projects in the FFY 2020/21 through FFY 2025/26 Riverside County TIP are
consistent with the proposed 2020 State Transportation Improvement Program
(STIP) scheduled to be approved by the California Transportation Commission in
March 2020; and
61
2. All of the projects in the Riverside County TIP have complete funding identified in
the Program based on reasonably available funding; and
3. Riverside County has the funding capacity in its county Surface Transportation
Program (STP) and Congestion Mitigation and Air Quality Program (CMAQ)
allocation to fund all of the projects in the FFY 2020/21 through FFY 2025/26
Riverside County TIP; and
4. The local match for projects funded with federal STP and CMAQ program funds is
identified in the TIP; and
5. All the Federal Transit Administration funded projects are programmed within
FAST Act Guaranteed Funding Levels.
APPROVED AND ADOPTED this 11th day of March, 2020.
Ben J. Benoit, Chair
Riverside County Transportation Commission
ATTEST:
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
62
ixneVi,,It n .
Fund Summary
Riverside County Transportation Commission
2021 FTIP (FY 2020/2021- FY 2025/2026)
Local Highway, State Highway, Transit
Cost in Thousands
FUNDING SOURCE
PRIOR
2021
2022
2023
2024
2025
2026
BEYOND
TOTAL YEAR
2016 EARMARK REPURPOSING
$8,122
$0
$0
$0
$0
$0
$0
$0
$8,122
CMAQ
$116,916
$7,644
$23,490
$0
$0
$0
$0
$443
$148,493
DEMO-TEA21
$7,918
$0
$0
$0
$0
$0
$0
$0
$7,918
DEMO-SAFETEA-LU
$21,789
$1,602
$0
$0
$0
$0
$0
$0
$23,391
FFY 2006 APPROPRIATIONS EARMARKS
$4,229
$0
$0
$0
$0
$0
$0
$0
$4,229
FFY 2009 Appropriations Earmarks
$950
$0
$0
$0
$0
$0
$0
$0
$950
HIGHWAY INFRASTRUCTURE PROGRAM
(HIP)
$13,832
$0
$0
$0
$0
$0
$0
$0
$13,832
INFRASTRUCTURE FOR REBUILDING
AMERICA (INFRA) GRANT
$0
$50,000
$0
$0
$0
$0
$0
$0
$50,000
INTERSTATE MAINTENANC
$238
$0
$0
$0
$0
$0
$0
$0
$238
PUBLIC LAND HWYS
$631
$0
$0
$0
$0
$0
$0
$0
$631
RECREATIONAL TRAILS
$17
$0
$0
$0
$0
$0
$0
$0
$17
SECTION 129- SURFACE TRANSPORTATION
PRIORITIES
$1,470
$0
$0
$0
$0
$0
$0
$0
$1,470
STP LOCAL
$110,735
$200
$0
$1,215
$1
$0
$0
$0
$112,151
SURFACE TRANS BLK GRNT LOCAL
$4,169
$0
$0
$0
$2
$0
$0
$0
$4,171
SURFACE TRANS BLK GRNT REGIONAL
$0
$0
$1,000
$0
$0
$0
$0
$0
$1,000
SURFACE TRANS PROG
$1,750
$0
$0
$0
$0
$0
$0
$0
$1,750
SURFACE TRANS PROG - HR4818
$1,231
$0
$0
$o
$0
$o
$0
$o
$1,231
Section 125 - Surface Transportation
Priorities
$855
$0
$0
$0
$0
$0
$0
$0
$855
FEDERAL HIGHWAY SUBTOTAL
$294,852
$59,446
$24,490
$1,215
$3
$0
$0
$443
$380,449
5307H-Hemet Urbanized Area
$18,424
$0
$0
$0
$0
$0
$0
$0
$18,424
53071C-Indio-Cathedral City Urbanized Area
$24,675
$0
$0
$0
$0
$0
$0
$0
$24,675
5307LA-LOS ANGELES/LONG BEACH/SANTA
ANA URBANIZED AREA
$92
$0
$0
$0
$0
$0
$0
$0
$92
5307MT-Murrieta-Temecula Urbanized Area
$24,830
$0
$0
$0
$0
$0
$0
$0
$24,830
5307RS-Riverside/San Bernardino Urbanized
Area
$87,466
$15,965
$513
$552
$592
$710
$789
$0
$107,574
53101C-Indio-Cathedral City Urbanized Area -
EM
$1,720
$0
$0
$0
$0
$0
$0
$0
$1,720
5310MT-Murrieta-Temecula Urbanized Area
- EM
$1,085
$0
$0
$0
$0
$0
$0
$0
$1,085
5310RS-Riverside/San Bernardino Urbanized
Area - EM
$2,414
$0
$0
$0
$0
$0
$0
$0
$2,414
5311 - NONURBANIZED AREA FORMULA
PROGRAM
$3,670
$0
$0
$0
$0
$0
$0
$0
$3,670
5311F - INTERCITY BUS
$1,057
$0
$0
$0
$0
$0
$0
$0
$1,057
5337RS-Riverside/San Bernardino Urbanized
Area
$35,519
$0
$0
$0
$0
$0
$0
$0
$35,519
5339 - BUS AND BUS FACILITIES FORMULA
GRANTS
$2,269
$0
$0
$0
$0
$0
$0
$0
$2,269
5339H-Hemet Urbanized Area - BFG
$1,815
$0
$0
$0
$0
$0
$0
$0
$1,815
53391C-Indio-Cathedral City Urbanized Area -
BFG
$5,061
$0
$0
$0
$0
$0
$0
$0
$5,061
5339LA-LOS ANGELES-LONG BEACH-
ANAHEIM URBANIZED AREA - BFG
$30
$0
$0
$0
$0
$0
$0
$0
$30
5339MT-Murrieta-Temecula Urbanized Area
- BFG
$3,123
$0
$0
$0
$0
$0
$0
$0
$3,123
5339RS-Riverside/San Bernardino Urbanized
Area - BFG
$19,110
$198
$0
$0
$0
$0
$0
$0
$19,308
FEDERAL RAILROAD ADMINISTRATION
EARMARK
$2,982
$0
$0
$0
$0
$0
$0
$0
$2,982
FTA 5307 (FHWA TRANSFER FUNDS)
$34,873
$0
$0
$0
$0
$0
$0
$0
$34,873
FTA 5307 UZA FORMULAR
$3,512
$0
$0
$0
$0
$0
$0
$0
$3,512
FTA 5309(a) GUIDEWY
$13,592
$0
$0
$0
$0
$0
$0
$0
$13,592
FTA 5309(c) BUS
$7,464
$o
$0
$o
$0
$o
$0
$0
$7,464
FTA 5310 ELD AND DISABI
$360
$0
$0
$0
$0
$0
$0
$0
$360
NATIONAL RESEARCH AND TECHNOLOGY
$9,990
$0
$0
$0
$0
$0
$0
$0
$9,990
FEDERAL TRANSIT SUBTOTAL
$305,133
$16,163
$513
$552
$592
$710
$789
$0
$325,439
63
FUNDING SOURCE
PRIOR
2021
2022
2023
2024
2025
2026
BEYOND
TOTAL YEAR
TRANSPORTATION INFRASTRUCTURE
FINANCE & INNOVATION ACT
$163,967
$0
$0
$0
$0
$0
$0
$0
$163,967
INNOVATIVE FINANCE SUBTOTAL
$163,967
$0
$0
$0
$0
$0
$0
$0
$163,967
AGENCY
$988,036
$119,978
$148,668
$183,457
$623,993
$137,441
$602,395
$50,449
$3,040,035
AIR BOARD
$22,351
$4,538
$1,420
$1,678
$0
$0
$0
$0
$29,987
Agency - Adv Construction
$62,032
$39,315
$110,618
$0
$0
$0
$0
$0
$211,965
BONDS - LOCAL
$947,290
$5,000
$0
$0
$212,445
$0
$710,000
$0
$1,874,735
CITY FUNDS
$221,899
$126,258
$266,050
$50,310
$288,263
$66,277
$59,927
$167,600
$1,403,180
COUNTY
$129,212
$166
$92,925
$0
$0
$0
$0
$0
$222,303
DEVELOPER FEES
$15,437
$7,685
$22,398
$15,400
$16,000
$14,856
$90,300
$0
$182,076
EASTERN RIV TUMF
$13,962
$3,750
$2,958
$0
$0
$21,000
$0
$87,750
$129,420
FARE REVENUE
$54,076
$0
$0
$0
$0
$0
$0
$0
$54,076
GENERAL FUNDS
$1,400
$1,428
$1,485
$1,515
$1,545
$1,576
$1,608
$0
$12,197
Gas Tax (Subvention to cities)
$64
$0
$0
$0
$0
$0
$0
$0
$64
LOCAL -ADVANCED CONSTRUCTION
$0
$19,878
$0
$0
$0
$0
$0
$0
$19,878
LOCAL ADVANCE CONSTRUCTION
$0
$43,326
$0
$0
$0
($43,326)
$0
$0
$0
LOCAL TRANS FUNDS
$265,499
$80
$0
$0
$0
$0
$0
$0
$265,579
PRIVATE FUNDS
$0
$10,000
$2,000
$800
$0
$0
$0
$0
$12,800
RIV CO SALES TAX
$352,558
$2,575
$35,562
$0
$0
$0
$8,000
$0
$398,695
TDA ARTICLE #3
$2,517
$0
$0
$0
$0
$0
$0
$0
$2,517
TDA ARTICLE #4
$2,000
$0
$0
$0
$0
$0
$0
$0
$2,000
WESTERN RIV TUMF
$271,898
$9,841
$14,281
$20,326
$29,000
$62,900
$8,000
$47,600
$467,846
LOCAL SUBTOTAL
$3,350,231
$393,818
$698,365
$273,486
$1,171,246
$260,724
$1,480,230
$353,399
$8,329,353
ACTIVE TRANSPORTATION PROGRAM
$48,915
$16,999
$7,496
$1,322
$8,366
$0
$0
$0
$83,098
ACTIVE TRANSPORTATION PROGRAM - MPO
$21,668
$1,458
$460
$3,904
$1,931
$0
$0
$0
$29,421
BRIDGE - LOCAL
$114,320
$5,460
$11,613
$906
$0
$257,034
$0
$0
$389,333
CAP AND TRADE PROGRAM
$3,430
$0
$0
$0
$0
$0
$0
$0
$3,430
LOCAL BRIDGE SEISMIC RETROFIT ACCOUNT
$437
$242
$0
$0
$0
$6,272
$0
$0
$6,951
NATIONAL HWY SYSTEM - HM
$8,490
$0
$0
$0
$0
$0
$0
$0
$8,490
PUBLIC TRANS MODERINAZATION IMP AND
SERV. ENHANCEMENTACCT.
$10,440
$0
$0
$0
$0
$0
$0
$0
$10,440
SB1 LOCAL PARTNERSHIP COMPETITIVE
FUNDS
$18,747
$0
$0
$0
$0
$0
$0
$0
$18,747
SB1 LOCAL PARTNERSHIP FORMULA FUNDS
$20,662
$0
$0
$0
$0
$0
$0
$0
$20,662
SB1TRADE CORRIDOR ENHANCEMENT
$16,800
$0
$0
$0
$0
$0
$0
$0
$16,800
SECTION 190 GRADE SEPARATION
PROGRAM
$0
$0
$20,000
$0
$0
$0
$0
$0
$20,000
SENATE BILL 132
$246,195
$179,850
$1,127
$0
$0
$0
$0
$0
$427,172
SHOPP - ADVANCE CONSTRUCTION
$470,006
$405,635
$537,663
$0
$0
$0
$0
$0
$1,413,304
SHOPP ADVANCE CONSTRUCTION (AC) - CT
$0
$0
$0
$990
$10
$0
$0
$0
$1,000
MINOR
STATE CASH
$6,450
$1,650
$1,650
$1,650
$1,650
$1,650
$1,650
$0
$18,000
STATE CASH - RIP
$5,273
$0
$66,377
$0
$0
$0
$0
$0
$71,650
STATE PARK FUNDS
$400
$0
$0
$0
$0
$0
$0
$0
$400
STATE PUC
$0
$0
$0
$0
$0
$0
$0
$0
$0
STATE TRANSIT ASSIST
$69,553
$50
$0
$0
$0
$0
$0
$0
$69,603
STIP ADVANCE CON -RIP
$61,290
$47,600
$0
$0
$4,472
$0
$0
$0
$113,362
TRADE CORRIDOR PROGRAM
$10,359
$0
$0
$0
$0
$0
$0
$0
$10,359
TRANSIT AND INTERCITY RAIL CAPITAL
PROGRAM
$16,449
$0
$0
$0
$0
$0
$0
$0
$16,449
TRANSIT SYSTEM SAFETY,SECURITY AND
DISASTER RESPONSE ACCOUNT
$373
$0
$0
$0
$0
$0
$0
$0
$373
STATE SUBTOTAL
$1,150,257
$658,944
$646,386
$8,772
$16,429
$264,956
$1,650
$0
$2,749,044
TOTAL
$5,264,440
$1,128,371
$1,369,754
$284,025
$1,188,270
$526,390
$1,482,669
$353,842
$11,948,252
64
AGENDA ITEM 7H
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Toll Policy and Operations Committee
Jennifer Crosson, Toll Operations Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
91 Express Lanes Monthly Status Reports
TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the 91 Express Lanes Monthly Reports for the six
months from July to December 2019.
BACKGROUND INFORMATION:
The monthly 91 Express Lanes reports for the six months from July to December 2019 are
attached. The monthly reports provide information about 91 Express Lanes performance and
activity. The monthly reports include information for both segments of the 91 Express Lanes in
Orange and Riverside Counties.
Attachments: Posted on the Commission Website
1) 91 Express Lanes Status Report for July 2019
2) 91 Express Lanes Status Report for August 2019
3) 91 Express Lanes Status Report for September 2019
4) 91 Express Lanes Status Report for October 2019
5) 91 Express Lanes Status Report for November 2019
6) 91 Express Lanes Status Report for December 2019
Agenda Item 7H
65
ATTACHMENT 1
OCTA
Orange County Transportation Authority
Riverside County Transportation Commission
elbAde Express
Lanes
Status Report
July 2019
As of July 31, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 10
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 14
RCTC Westbound Peak -Hour Volumes 16
RCTC Operational Highlights 18
Financial Highlights RCTC 19
Joint Agency Trip and Revenue Statistics 20
Joint Agency Traffic Statistics 20
Joint Agency Performance Measures 21
Joint Agency Transponder Distribution 21
Number of Accounts by Fiscal Year 22
Incoming Email Activity 22
0�J Express Lanes2
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the OCTA 91 Express Lanes for July 2019 was 1,545,862. This
represents a daily average of 49,867. This is a 4.3% increase in total traffic volume from
the same period last year, which totaled 1,482,792. Potential toll revenue for the month
was $4,438,931, which represents an increase of 3.4% from the prior year's total of
$4,293,822. Carpool percentage for the month was 28.68% as compared to the previous
year's rate of 27.86%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of July 2019.
Current Month -to -Date (MTD) as of July 31, 2019
Trips
JuI-19
MTD
Actual
JuI-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
1,102,555
1,069,688
3.1%
3+ Lanes
443,307
413,104
7.3%
Total Gross Trips
1,545,862
1,482,792
4.3%
Revenue
Full Toll Lanes
$4,362,568
$4,214,894
3.5%
3+ Lanes
$76,363
$78,927
(3.2%)
Total Gross Revenue
$4,438,931
$4,293,822
3.4%
Average Revenue per Trip
Average Full Toll Lanes
$3.96
$3.94
0.5%
Average 3+ Lanes
$0.17
$0.19
(10.5%)
Average Gross Revenue
$2.87
$2.90
(1.0%)
IA
,J LanesExpress
3
The 2020 fiscal year-to-date traffic volume increased by 4.3% and potential toll revenue
increased by 3.4%, when compared with the same period last year. Year-to-date average
revenue per -trip is $2.87.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the month of July 2019.
FY 2019-20 Year to Date as of July 31, 2019
Trips
FY 2019-20
YTD
Actual
FY 2018-19
YTD
Actual
Yr-to-Yr
yo
Variance
Full Toll Lanes
1,102,555
1,069,688
3.1
3+ Lanes
443,307
413,104
7.3%
Total Gross Trips
1,545,862
1,482,792
4.3%
Revenue
Full Toll Lanes
$4,362,568
$4,214,894
3.5%
3+ Lanes
$76,363
$78,927
(3.2%)
Total Gross Revenue
$4,438,931
$4,293,822
3.4%
Average Revenue per Trip
Average Full Toll Lanes
$3.96
$3.94
0.5%
Average 3+ Lanes
$0.17
$0.19
(10.5%)
Average Gross Revenue
$2.87
$2.90
(1.0%)
("J Lanes55
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
E
3
0
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
O Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000
$4,500,000
$4,000,000
m
2
c
m
$3,500,000
$3,000,000
$2,500,000
FY 2019-20 Revenue Summary
i 'LfiKi*7
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
OFull Toll Lanes ■3+ Lanes
&Express
Lanes
5
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 14 times during the month of July 2019. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 82% of defined capacity.
OCTA EASTBOUND PEAK -HOUR VOLUMES
Monday
07101/19
Tuesday
07/02/19
Wednesday 07/03119
Thursday
07104/19
Friday
07/05/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 526
2,600
76%
$5.15 576
3,007
88%
$7.10
613 3,081
91%
$4.25
367
945
28%
$4.95
648
2,326
68%
1500-1600
$5.50 694
2,965
87%
$5.75 722
2,774
82%
$9.15
754 2,867
84%
$4.25
344
840
25%
$4.95
540
2,012
59%
1600-1700
$5.35 447
2,306
68%
$5.50 524
2,907
86%
$8.95
481 2,667
78%
$4.25
259
631
19%
$4.95
450
1,824
54%
1700-1800
$5.30 607
3,102
91%
$5.40 583
2,875
85%
$7.05
602 2,772
82%
$4.25
249
589
17%
$4.95
546
1,697
50%
1800-1900
$5.50 753
2,911
86%
$3.95 702
2,933
86%
$6.55
731 2,770
81%
$4.25
265
620
18%
$4.95
469
1,338
39%
1900-2000
$3.85 579
1,995
59%
$3.85 631
2,431
72%
$6.05
609 2,037
60%
$4.25
327
663
20%
$4.95
327
810
24%
Monday
07/08119
Tuesday
07109/19
Wednesday 07110/19
Thursday
07/11119
Friday
07112/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 481
2,501
74%
$5.15 543
2,799
82%
$5.15
541 2,922
86%
$6.70
655
3,204
94%
$7.10
673
3,208
94%
1500-1600
$5.50 721
3,046
90%
$5.75 660
2,443
72%
$7.75
773 2,908
86%
$6.75
740
2,992
88%
$9.15
742
2,588
76%
1600-1700
$5.35 493
2,762
81%
$5.50 501
2,840
84%
$7.50
490 2,741
81%
$8.30
580
2,828
83%
$8.95
521
2,675
79%
1700-1800
$5.30 594
3,123
92%
$5.40 557
2,821
83%
$6.40
559 2,841
84%
$8.70
583
2,709
80%
$7.05
586
2,800
82%
1800-1900
$5.50 537
2,382
70%
$3.95 690
2,964
87%
$3.95
666 2,937
86%
$4.85
641
2,940
86%
$6.55
666
2,562
75%
1900-2000
$3.85 553
2,161
64%
$3.85 623
2,373
70%
$3.85
645 2,492
73%
$5.60
679
2,732
80%
$6.05
642
2,160
64%
Monday
07/15/19
Tuesday
07/16/19
Wednesday 07117119
Thursday
07118/19
Friday
07/19/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 539
2,607
77%
$5.15 560
2,861
84%
$5.15
614 2,949
87%
$6.70
578
3,121
92%
$7.10
688
3,205
94%
1500-1600
$5.50 693
2,947
87%
$5.75 695
2,792
82%
$7.75
705 2,864
84%
$6.75
744
3,092
91%
$9.15
686
2,478
73%
1600-1700
$5.35 540
2,953
87%
$5.50 479
2,650
78%
$7.50
509 2,768
81%
$8.30
609
2,943
87%
$8.95
519
2,756
81%
1700-1800
$5.30 580
2,966
87%
$5.40 571
2,935
86%
$6.40
510 2,791
82%
$8.70
574
2,662
78%
$7.05
604
2,848
84%
1800-1900
$5.50 680
2,688
79%
$3.95 710
3,010
89%
$3.95
686 3,136
92%
$4.85
672
2,981
88%
$6.55
401
1,548
46%
1900-2000
$3.85 484
1,759
52%
$3.85 646
2,413
71%
$3.85
695 2,386
70%
$5.60
654
2,255
66%
$6.05
706
2,260
66%
Monday
07122/19
Tuesday
07/23119
Wednesday 07124119
Thursday
07125119
Friday
07/26/19
PM lime
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 583
2,664
78%
$5.15 578
3,001
88%
$5.15
604 3,032
89%
$6.70
557
2,974
87%
$7.10
710
3,119
92%
1500-1600
$5.50 680
2,885
85%
$5.75 694
2,654
78%
$7.75
707 2,840
84%
$6.75
685
2,943
87%
$9.15
776
2,698
79%
1600-1700
$5.35 508
2,764
81%
$5.50 519
2,953
87%
$7.50
474 2,757
81%
$8.30
566
2,889
85%
$8.95
548
2,768
81%
1700-1800
$5.30 568
2,913
86%
$5.40 582
2,946
87%
$6.40
576 3,014
89%
$8.70
551
2,608
77%
$7.05
615
2,878
85%
1800-1900
$5.50 675
2,559
75%
$3.95 621
2,844
84%
$3.95
632 2,850
84%
$4.85
705
2,964
87%
$6.55
574
2,208
65%
1900-2000
$3.85 530
1,955
58%
$3.85 592
2,322
68%
$3.85
759 2,631
77%
$5.60
623
2,377
70%
$6.05
623
2,124
62%
Monday
07/29119
Tuesday
07130/19
Wednesday 07131/19
Thursday
08101119
Friday
08102119
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol. Cap.
1400-1500
$5.15 562
2,696
79%
$5.15 581
2,933
86%
$5.15
597 3,020
89%
1500-1600
$5.50 659
2,845
84%
$5.75 701
2,725
80%
$7.75
722 2,902
85%
1600-1700
$5.35 509
2,760
81%
$5.50 478
2,795
82%
$7.50
566 2,811
83%
1700-1800
$5.30 587
3,080
91%
$5.40 597
3,121
92%
$6.40
566 2,963
87%
1800-1900
$5.50 638
2,666
78%
$3.95 658
2,838
83%
$3.95
643 3,052
90%
1900-2000
$3.85 508
1,837
54%
$3.85 617
2,261
67%
$3.85
717 2,607
77%
&Express
Lanes
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
07101119
Tuesday
07/02/19
Wednesday 07/03119
Thursday
07104/19
Friday
07/05/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 880
2,539
75%
$3.05 901
2,526
74%
$3.05
863 2,433
72%
$1.70
89
196
6%
$1.70
258
663
20%
0500-0600
$4.95 947
2,773
82%
$4.95 1009
2,701
79%
$4.70
900 2,327
68%
$1.70
133
299
9%
$1.70
338
969
29%
0600-0700
$5.15 614
1,837
54%
$5.15 587
1,980
58%
$4.95
631 2,121
62%
$1.70
111
289
9%
$2.50
310
964
28%
0700-0800
$5.65 415
1,655
49%
$5.65 487
2,035
60%
$5.50
465 1,910
56%
$1.70
164
410
12%
$3.05
270
1,030
30%
0800-0900
$5.15 469
2,193
65%
$5.15 405
2,068
61%
$4.95
402 1,901
56%
$2.50
254
589
17%
$3.05
279
1,064
31%
0900-1000
$4.10 472
2,181
64%
$4.10 497
2,188
64%
$4.10
420 1,933
57%
$4.25
345
773
23%
$3.85
423
1,295
38%
Monday
07/08119
Tuesday
07/09/19
Wednesday 07/10119
Thursday
07/11/19
Friday
07112/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 712
1,996
59%
$3.05 873
2,611
77%
$3.05
943 2,640
78%
$3.05
891
2,497
73%
$3.05
774
2,060
61%
0500-0600
$4.95 920
2,557
75%
$4.95 1010
2,698
79%
$4.95
903 2,515
74%
$4.95
847
2,383
70%
$4.70
768
2,267
67%
0600-0700
$5.15 641
2,160
64%
$5.15 565
1,970
58%
$5.15
638 2,202
65%
$5.15
627
2,071
61%
$4.95
572
2,005
59%
0700-0800
$5.65 439
1,793
53%
$5.65 531
2,085
61%
$5.65
501 1,990
59%
$5.65
541
2,130
63%
$5.50
481
1,840
54%
0800-0900
$5.15 373
1,927
57%
$5.15 413
2,028
60%
$5.15
377 1,977
58%
$5.15
452
2,156
63%
$4.95
445
1,950
57%
0900-1000
$4.10 418
1,899
56%
$4.10 442
2,104
62%
$4.10
479 2,285
67%
$4.10
459
2,348
69%
$4.10
470
1,986
58%
Monday
07/15/19
Tuesday
07116119
Wednesday 07117119
Thursday
07118119
Friday
07/19119
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 840
2,554
75%
$3.05 863
2,362
69%
$3.05
911 2,571
76%
$3.05
869
2,492
73%
$3.05
747
2,074
61%
0500-0600
$4.95 894
2,596
76%
$4.95 951
2,606
77%
$4.95
901 2,513
74%
$4.95
926
2,503
74%
$4.70
810
2,360
69%
0600-0700
$5.15 532
2,012
59%
$5.15 566
1,961
58%
$5.15
655 2,151
63%
$5.15
599
2,089
61%
$4.95
565
1,997
59%
0700-0800
$5.65 402
1,874
55%
$5.65 538
2,159
64%
$5.65
479 1,970
58%
$5.65
492
2,007
59%
$5.50
465
1,887
56%
0800-0900
$5.15 358
1,842
54%
$5.15 416
2,095
62%
$5.15
408 2,025
60%
$5.15
410
1,962
58%
$4.95
403
1,796
53%
0900-1000
$4.10 408
2,063
61%
$4.10 438
2,142
63%
$4.10
465 2,196
65%
$4.10
500
2,153
63%
$4.10
424
1,822
54%
Monday
07122/19
Tuesday
07123/19
Wednesday
07124/19
Thursday
07/25119
Friday
07126/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 899
2,565
75%
$3.05 885
2,508
74%
$3.05
853
2,529
74%
$3.05
862
2,377
70%
$3.05
761
1,992
59%
0500-0600
$4.95 907
2,565
75%
$4.95 953
2,794
82%
$4.95
900
2,464
72%
$4.95
864
2,433
72%
$4.70
789
2,308
68%
0600-0700
$5.15 569
2,002
59%
$5.15 542
1,962
58%
$5.15
603
2,079
61%
$5.15
639
2,215
65%
$4.95
584
2,010
59%
0700-0800
$5.65 468
1,950
57%
$5.65 504
2,096
62%
$5.65
506
2,053
60%
$5.65
461
2,054
60%
$5.50
457
1,867
55%
0800-0900
$5.15 389
1,952
57%
$5.15 395
2,094
62%
$5.15
430
2,149
63%
$5.15
407
2,022
59%
$4.95
413
1,961
58%
0900-1000
$4.10 440
1,954
57%
$4.10 476
2,223
65%
$4.10
460
2,147
63%
$4.10
444
2,031
60%
$4.10
498
2,108
62%
1
1
Monday
07129119
Tuesday
07/30119
Wednesday
07131119
Thursday
08101119
Friday
08102/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol. Cap.
0400-0500
$3.05 857
2,528
74%
$3.05 857
2,473
73%
$3.05
860
2,556
75%
0500-0600
$4.95 888
2,553
75%
$4.95 994
2,727
80%
$4.95
925
2,505
74%
0600-0700
$5.15 538
1,930
57%
$5.15 554
1,996
59%
$5.15
639
2,170
64%
0700-0800
$5.65 460
1,919
56%
$5.65 472
2,056
60%
$5.65
478
2,075
61%
0800-0900
$5.15 382
1,930
57%
$5.15 418
2,099
62%
$5.15
453
2,144
63%
0900-1000
$4.10 442
2,011
59%
$4.10 507
2,261
67%
$4.10
499
2,351
69%
&Express
Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 106 calls during the month
of July. Of those calls, 91 were to assist disabled vehicles and 8 calls to remove debris.
The CAS provided assistance to 7 accidents in the Express Lanes with 3 of those
accidents originating from the SR91 general-purpose lanes.
Electronic Toll and Traffic Management System Project Update
An agreement with Kapsch TrafficCom USA, Inc., (Kapsch) was executed in June 2018
to provide toll lane system integrator services for the design, installation, operations, and
maintenance of the electronic toll and traffic management system for the 91 Express
Lanes. This new lane system will be able to read the new 6C protocol as well as the
current Title 21 protocol. Following RCTC's completion of their lane system installation
on the 91 Express Lanes, OCTA will commence installation on the Orange County
segment. OCTA's lane system equipment at the gantries will be replaced by October
2019
6C Transition Update
In addition to the lane system replacement, the back -office system will need to be
modified in order to process the new transponders and changes to the customer account
plans. Modification to the back -office system will commence when the lane system
installations for both OCTA and RCTC have been completed. Distribution of the new 6C
transponders to customers will begin after the back -office system changes have been
made. OCTA and RCTC have prepared a series of customer communication to be
provided to customers to facilitate the transition to the new protocol and changes to the
account plans.
Amendment to the Three -Party Operating Agreement
As referenced above, due to the back -office system changes, an amendment to the
OCTA, RCTC, Cofiroute USA (CUSA) Operating Agreement is required. Staff from both
OCTA and RCTC have been in negotiations with CUSA for the amendment. It is
anticipated there will be no change to the maximum obligation of the contract. The
amendment is expected to be finalized in the next few months.
0. Express
Lanes8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTOasof: 713112019
YTD Variance
Description
Actual (If
Budget]
Dollar $
Percent (%)
Operating revenues:
Toll revenue
$ 4,058,724.52
$ 4,343,601.00
$ (284,876.48)
(6.6)
Fee revenue
671,657.25
271,529.00
400,128.25
147.4
Total operating revenues
4,730,381.77
4,615,130.00
115,251.77
2.5
Operating expenses:
Contracted services
-
616,420.00
616,420.00
100.0
Administrative fee
206,754.00
236,657.00
29,903.00
12.6
Other professional services
(197,331.05)
431,642.00
628,973.05
145.7
Credit card processing fees
76,462.53
111,375.00
34,912.47
31.3
Toll road account servicing
60,281.73
797,500.00
162,218.27
72.9
Other insurance expense
31,091.25
20,825.00
(10,266.25)
(49.3)
Toll road maintenance supply repairs
4,926.21
72,917.00
67,990.79
93.2
Patrol services
1,421,204.21
81,635.00
(1,339,569.21)
(1,640.9)
Building equipment repairs and maint
(35,899.15)
22,262.00
58,161.15
261.3
Other services
(18,298.00)
833.00
19,131.00
2 296 6
Utilities
(21,901.15)
6,123.00
28,024.15
457
Office expense
(4,152.88)
5,831.00
9,983.88
171.2
Bad debt expense
11,440.77
-
(11,440.77)
NIA
Miscellaneous
(4,767.71)
6,840.00
11,607.71
169.7
Leases
28,070.00
38,318.00
10,248.00
26.7
Total operating expenses 1,557,880.76
r 1,874,178.00
r 316,297.24
16.9
Depreciation and amortization (3). 284,195.65
-
(284,195.65)
N/A
Operating income (loss)
2,888,305.36
2,740,952.00
147,353.36
5.4
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
-
-
-
N/A
Interest income
(198,061.35)
316,341.00
(514,402.35)
(162.6)
Interest expense
F (405,558.31)r
(392,672.00)
(12,886.31)r
(3.3)
Other
12,026.78
-
12,026.78
N/A
Total nonoperating revenues (expenses)
(591,592.88)
(76.331.00)
(515,261.88)
(675.0)
Transfers in
-
-
-
NIA
Transfers out
(599.193.79)
-
(599,193.79:;
N/A
Net income floss)
$ 1,697,518.69
$ 2,664,621.00
$ (967,102.31)
(36.3)
'Actual amounts are accounted far an the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
2Miscellanens expenses include: Band Insurance Costs, Bank Service Charge, Transponder Materials.
3Depreciation and amortization are nat budgeted items.
&Express
Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the RCTC 91 Express Lanes for July 2019 was 1,315,090. This
represents a daily average of 42,422. This is a 2.5% increase in total traffic volume from
the same period last year, which totaled 1,283,491. Potential toll revenue for the month
was $5,257,301, which represents an increase of 17.1% from the prior year's total of
$4,489,258. Carpool percentage for the month was 26.96% as compared to the previous
year's rate of 25.34%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of July 2019.
Current Month -to -Date (MTD) as of July 31, 2019
Trips
JUL-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
JUL-18
MTD
Actual
Yr-to-Yr
0/0
Variance
Full Toll Lanes
960,601
995,771
(35,170)
(3.5%)
958,212
0.2%
3+ Lanes
354,489
333,957
20,532
6.1%
325,279
9.0%
Total Gross Trips
1,315,090
1,329,729
(14,639)
(1.1%)
1,283,491
2.5%
Revenue
Full Toll Lanes
$5,213,968
$3,879,014
$1,334,954
34.4%
$4,450,594
17.2%
3+ Lanes
$43,333
$0
$43,333
...
$38,664
12.1%
Total Gross Revenue
$5,257,301
$3,879,014
$1,378,287
35.5%
$4,489,258
17.1%
Average Revenue per Trip
Average Full Toll Lanes
$5.43
$3.90
$1.53
39.2%
$4.64
17.0%
Average 3+ Lanes
$0.12
$0.00
$0.12=III=
$0.12
0.0%
Average Gross Revenue
$4.00
$2.92
$1.08
37.0%
$3.50
14.3%
&Express
Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 2.5% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 17.1% higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increase toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.00.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the month of July 2019.
FY 2019-20 Year to Date as of July 31, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
960,601
995,771
(35,170)
(3.5%)
958,212
0.2%
3+ Lanes
354,489
333,957
20,532
6.1%
325,279
9.0%
Total Gross Trips
1,315,090
1,329,729
(14,639)
(1.1%)
1,283,491
2.5%
Revenue
Full Toll Lanes
$5,213,968
$3,879,014
$1,334,954
34.4%
$4,450,594
17.2%
3+ Lanes
$43,333
$0
$43,333
;;;;ss;;;;;;.
$38,664
12.1%
Total Gross Revenue
$5,257,301
$3,879,014
$1,378,287
35.5%
$4,489,258
17.1%
Average Revenue per Trip
Average Full Toll Lanes
$5.43
$3.90
$1.53
39.2%
$4.64
17.0%
Average3+Lanes
$0.12
$0.00
$0.12
$0.12
0.0%
Average Gross Revenue
$4.00
$2.92
$1.08
37.0%
$3.50
14.3%
&Express
Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
1,400,000
1,225,000
1,050,000
875,000
g 700,000
0
> 525,000
350,000
175,000
0
FY 2019-20 Traffic Volume Overview
1
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
0Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$5,800,000
$5,400,000
$5,000,000
$4, 600, 000
$4, 200, 000
$3,800,000
$3,400,000
$3,000,000
$2,600,000
FY 2019-20 Revenue Summary
r
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
DFull Toll Lanes •3+ Lanes
rt Express
1 Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC regularly evaluates traffic volumes for peak period hours where Express Lanes
performance is degraded and either increases or decreases tolls. Toll rates were
adjusted once in July to improve the level of service in the peak hours where demand
exceeded capacity. Hours highlighted in green were increased and hours highlighted in
red were decreased. Hours that are highlighted in yellow were flagged for continued
evaluation.
t5J LanesExpress
13
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
07101/19
Tuesday
07102119
Wednesday
07103119
Thursday
07104/19
Friday
07/05119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30 310
1,028
1,338
F
$6.95
315
999
1,314
F
$19.65
391
965
1,356
F
$2.25
172
275
447
B
$2.25
361
799
1,160
D
1500-1600
$8.00
371
892
1,263
E
$6.95
384
953
1,337
F
$19.35
411
921
1,332
F
$1.55
165
260
425
B
$2.25
259
742
1,001
D
1600.1700
$5.30
238
792
1,030
D
$5.30
271
916
1,187
D
$11.10
260
854
1,114
D
$1.55
118
166
284
A
$2.25
234
670
904
C
1700.1800
$5.30
271
903
1,174
D
$5.30
260
833
1,093
D
$6.95
320
920
1,240
E
$1.55
116
171
287
A
$2.25
270
509
779
B
1800-1900
$5.30
360
743
1,103
D
$5.30
363
823
1,186
D
$6.95
386
809
1,195
D
$1.55
112
156
268
A
$2.25
208
375
583
B
1900.2000
$2.25
269
604
873
C
$4.20
302
745
1,047
D
$5.30
322
715
1,037
D
$1.55
134
162
296
A
$1.55
157
226
383
A
Monday
07/08/19
Tuesday
07109/19
Wednesday
07/10/19
Thursday
07111119
Friday
07112119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30
270
833
1,103
D
$6.95
299
900
1,199
D
$7.95
296
990
1,286
E
$10.50
338
1,019
1,357
F
$19.65
371
1,045
1,416
F
1500 - 1600
$8.00
387
844
1,231
E
$6.95
404
784
1,188
D
$8.85
567
1,253
1,820
F
$12.00
413
847
1,260
E
$19.35
378
732
1,110
D
1600-1700
$5.30
247
869
1,116
D
$5.30
258
934
1,192
D
$5.30
271
831
1,102
D
$8.15
299
898
1,197
D
$11.10
261
840
1,101
D
1700-1800
$5.30
256
647
903
C
$5.30
278
826
1,104
D
$5.30
269
872
1,141
D
$5.30
278
848
1,126
D
$6.95
314
865
1,179
D
1800.1900
$5.30
209
425
634
B
$5.30
322
796
1,118
D
$5.30
312
795
1,107
D
$5.30
305
821
1,126
D
$6.95
333
755
1,088
D
1900 - 2000
$2.25
271
745
1,016
D
$4.20
309
741
1,050
D
$4.20
300
746
1,046
D
$5.30
318
840
1,158
D
$5.30
354
676
1,030
D
Monday
07115/19
Tuesday
07/16119
Wednesday
07/17/19
Thursday
07/18119
Friday
07/19119
PM Time
1 Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
302
983
1,285
E
$6.95
291
953
1,244
E
$7.95
322
994
1,316
F
$10.50
313
1,118
1,431
F
$19.65
408
1,088
1,496
F
1500.1600
$8.00
357
890
1,247
E
$6.95
392
877
1,269
E
$8.85
413
838
1,251
E
$12.00
426
880
1,306
F
$19.35
376
806
1,182
D
1600.1700
$5.30
272
867
1,139
D
$5.30
237
834
1,071
D
$5.30
248
880
1,128
D
$8.15
293
905
1,198
D
$11.10
258
1,025
1,283
E
1700.1800
$5.30
275
896
1,171
D
$5.30
276
863
1,139
D
$5.30
263
822
1,085
D
$5.30
291
817
1,108
D
$6.95
324
1,002
1,326
F
1800.1900
$5.30
299
722
1,021
D
$5.30
340
770
1,110
D
$5.30
324
830
1,154
D
$5.30
302
915
1,217
E
$6.95
227
605
832
C
1900.2000
$2.25
241
543
784
B
$4.20
309
682
991
C
$4.20
321
714
1,035
D
$5.30
299
745
1,044
D
$5.30
354
866
1,220
E
Monday
07/22/19
Tuesday
07/23119
Wednesday
07/24/19
Thursday
07125119
Friday
07126119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30
283
918
1,201
E
$6.95
308
996
1,304
F
$7.95
330
1,000
1,330
F
$10.50
314
1,093
1,407
F
$19.65
503
1,404
1,907
F
1500.1600
$8.00
357
854
1,211
E
$6.95
370
930
1,300
E
$8.85
387
906
1,293
E
$12.00
409
953
1,362
F
$19.35
327
626
953
C
1600.1700
$5.30
239
913
1,152
D
$5.30
227
899
1,126
D
$5.30
246
952
1,198
D
$8.15
282
923
1,205
E
$11.10
377
1,163
1,540
F
1700-1800
$5.30
268
847
1,115
D
$5.30
301
837
1,138
D
$5.30
279
926
1,205
E
$5.30
268
826
1,094
D
$6.95
276
913
1,189
D
1800-1900
$5.30
301
721
1,022
D
$5.30
313
827
1,140
D
$5.30
318
833
1,151
D
$5.30
367
882
1,249
E
$6.95
303
736
1,039
D
1900.2000
$2.25
237
575
812
C
$4.20
244
679
923
C
$4.20
349
787
1,136
D
$5.30
302
785
1,087
D
$5.30
328
741
1,069
D
Monday
07/29119
Tuesday
07130119
Wednesday
07/31/19
Thursday
08/01/19
Friday
08102/19
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol. LOS
1400.1500
$5.30 297
943
1,240
E
$6.95
303
952
1,255
E
$7.95
331
1,004
1,335
F
1500.1600
$8.00 388
923
1,311
F
$6.95
383
841
1,224
E
$8.85
376
942
1,318
F
1600.1700
$5.30 223
884
1,107
D
$5.30
240
938
1,178
D
$5.30
294
854
1,148
D
1700.1800
$5.30 316
885
1,201
E
$5.30
301
838
1,139
D
$5.30
267
884
1,151
D
1800.1900
$5.30 297
725
1,022
D
$5.30
328
765
1,093
D
$5.30
322
839
1,161
D
1900.2000
$2.25 280
575
855
C
$4.20
305
689
994
C
$4.20
334
787
1,121
D
&Express
Lanes
14
Eastbound PM Peak - County Line to 1-15 South
Monday
07101/19
Tuesday
07102119
Wednesday
07103119
Thursday
07104119
Friday
07105119
PM Time
Price HOV SOV
Vol.
LOS
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
122
909
1,031
D
$2.95
150 1,274
1,424
F
$5.30
148 688
836
C
$1.95
106 155
261 A
$2.95
164 480
644 B
1500.1600
$2.95
166
903
1,069
D
$2.95
186 1,103
1,289
E
$2.95
195 602
797
B
$1.95
83 132
215 A
$1.95
125 428
553 B
1600. 1700
$2.95
111
816
927
C
$2.95
129 1,003
1,132
D
$2.95
120 590
710
B
$1.95
58 115
173 A
$1.95
114 404
518 B
1700.1800
$2.95
152
1,028
1,180
D
$2.95
153 943
1,096
D
$2.95
141 511
652
B
$1.95
50 87
137 A
$1.95
143 282
425 B
1800.1900
$2.95
171
929
1,100
D
$2.95
146 506
652
B
$2.95
178 521
699
B
$1.95
72 112
184 A
$1.95
120 212
332 A
1900.2000
$2,95
174
708
882
C
$2.95
151 482
633
B
$2.95
160 435
595
B
$1.95
93 95
188 A
$1.95
80 148
228 A
Monday
07108119
Tuesday
07109119
Wednesday
07110119
Thursday
07111119
Friday
07112119
PM Time
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95 141
614
755 B
$2.95
135 697
832
C
$2.95
146 706
852
C
$5.30
176 726
902 C
$5.30
177 718
895 C
1500.1600
$2.95 174
645
819 C
$2.95
179 544
723
B
$5.30
65 125
190
A
$5.30
172 600
772 B
$2.95
194 561
755 B
1600.1700
$2.95 125
582
707 B
$2.95
130 645
775
B
$2.95
115 447
562
B
$2.95
140 625
765 B
$2.95
117 515
632 B
1700.1800
$2.95 139
489
628 B
$2.95
140 536
676
B
$2.95
132 549
681
B
$2.95
155 512
667 B
$2.95
116 452
568 B
1800.1900
$2.95 103
284
387 A
$2.95
142 509
651
B
$2.95
157 535
692
B
$2.95
141 524
665 B
$2.95
156 434
590 B
1900.2000
$2.95 162
533
695 B
$2.95
148 492
640
B
$2.95
157 510
667
B
$2.95
190 533
723 B
$2.95
156 429
585 B
Monday
07115119
Tuesday
07/16119
Wednesday
07117/19
Thursday
07/18119
Friday
07119119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
136
643
779
B
$2.95
165 680
845
C
$2.95
163 754
917
C
$5.30
160 727
887 C
$5.30
175 664
839 C
1500.1600
$2.95
185
630
815
C
$2.95
189 627
816
C
$5.30
192 599
791
B
$5.30
193 695
888 C
$2.95
155 508
663 B
1600.1700
$2.95
140
638
778
B
$2.95
119 578
697
B
$2.95
112 648
760
B
$2.95
171 617
788 B
$2.95
118 592
710 B
1700-1800
$2.95
133
571
704
B
$2.95
140 614
754
B
$2.95
140 529
669
B
$2.95
132 534
666 B
$2.95
136 545
681 B
1800.1900
$2.95
153
508
661
B
$2.95
191 567
758
B
$2.95
176 617
793
B
$2.95
159 571
730 B
$2.95
117 330
447 B
1900.2000
$2.95
134
340
474
B
$2.95
185 526
711
B
$2.95
210 562
772
B
$2.95
165 503
668 B
$2.95
190 522
712 B
Monday
07122119
Tuesday
07/23119
Wednesday
07124119
Thursday
07/25119
Friday
07126119
PM Time
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
152 626
778 B
$2.95
157 741
898
C
$2.95
158 791
949
C
$5.30
169 684
853 C
$5.30
66 204
270 A
1500.1600
$2.95
177 633
810 C
$2.95
206 535
741
B
$5.30
184 611
795
B
$5.30
189 618
807 C
$2.95
109 316
425 B
1600.1700
$2.95
136 580
716 B
$2.95
124 629
753
B
$2.95
128 621
749
B
$2.95
139 597
736 B
$2.95
154 488
642 B
1700.1800
$2.95
117 573
690 B
$2.95
133 560
693
B
$2.95
168 645
813
C
$2.95
143 557
700 B
$2.95
128 519
647 B
1800.1900
$2.95
138 470
608 B
$2.95
141 529
670
B
$2.95
137 564
701
B
$2.95
166 543
709 B
$2.95
129 433
562 B
1900.2000
$2.95
133 390
523 B
$2.95
151 511
662
B
$2.95
208 580
788
B
$2.95
196 512
708 B
$2.95
170 459
629 B
Monday
07129119
Tuesday
07130/19
Wednesday
07131/19
Thursday
08101119
Friday
08102119
PM Time
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95 160 581
741
B
$2.95
152 721
873
C
$2.95
153 754
907
C
1500.1600
$2.95 188 622
810
C
$2.95
180 548
728
B
$5.30
186 606
792
B
1600.1700
$2.95 127 596
723
B
$2.95
114 634
748
B
$2.95
127 602
729
B
1700.1800
$2.95 140 548
688
B
$2.95
133 577
710
B
$2.95
142 582
724
B
1800.1900
$2.95 137 524
661
B
$2.95
151 535
686
B
$2.95
154 612
766
B
1900.2000
$2.95 111 374
485
B
$2.95
148 449
597
B
$2.95
183 540
723
B
&Express
Lanes
15
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
07101119
Tuesday
07/02119
Wednesday
07103119
Thursday
07/04119
Friday
07105119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
0400.0500
$9.45
501
1,023
1,524
F
$9.45 489
1,056
1,545
F
$5.30
468 1,107
1,575
F
$1.55
45 43
88 A
$1.55
124 208
332 A
0500.0600
$21.90
612
1,321
1,933
F
$21.45 677
997
1,674
F
$10.85
545 682
1,227
E
$1.55
68 90
158 A
$1.55
190 390
580 B
0600.0700
$20.20
412
611
1,023
D
$18.10 350
917
1,267
E
$10.10
483 1,153
1,636
F
$1.55
56 105
161 A
$1.55
205 525
730 B
0700.0800
$15.00
347
1,144
1,491
F
$15.00 389
1,297
1,686
F
$7.95
387 1,225
1,612
F
$1.55
97 175
272 A
$1.55
190 634
824 C
0800.0900
$10.10
483
2,004
2,487
F
$10.10 298
1,339
1,637
F
$6.95
272 1,143
1,415
F
$1.55
136 232
368 A
$1.55
161 543
704 B
0900.1000
$6.95
267
1,116
1,383
F
$7.95 302
1,026
1,328
E
$4.20
247 853
1,100
D
$2.25
180 228
408 B
$2.25
229 408
637 B
Monday
07/08119
Tuesday
07/09119
Wednesday
07/10/19
Thursday
07111119
Friday
07112119
AM Time
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400 - 0500
$9.45
327
1,002
1,329
E
$9.45
470 1,059
1,529
F
$9.45
520 1,156
1,676
F
$9.45
477 1,055
1,532
F
$5.30
425 715
1,140
D
0500 - 0600
$21.90
728
995
1,723
F
$21.45
658 867
1,525
F
$18.40
525 710
1,235
E
$18.15
571 747
1,318
E
$10.85
481 953
1,434
F
0600 - 0700
$20.20
377
1,041
1,418
F
$18.10
317 845
1,162
D
$18.05
430 1,137
1,567
F
$18.05
427 1,033
1,460
F
$10.10
441 1,184
1,625
F
0700.0800
$15.00
338
1,161
1,499
F
$15.00
411 1,256
1,667
F
$15.75
431 1,287
1,718
F
$13.95
413 1,227
1,640
F
$7.95
394 1,172
1,566
F
0800.0900
$10.10
216
1,314
1,530
F
$10.10
298 1,333
1,631
F
$10.10
294 1,195
1,489
F
$10.85
338 1,317
1,655
F
$6.95
300 1,071
1,371
F
0900.1000
$6.95
210
870
1,080
D
$7.95
267 1,012
1,279
E
$6.95
292 1,192
1,484
F
$7.95
273 1,107
1,380
F
$4.20
254 834
1,088
D
Monday
07115/19
Tuesday
07116119
Wednesday
07117/19
Thursday
07118119
Friday
07119/19
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$9.45
475
1,077
1,552
F
$9.45 462
978
1,440
F
$9.45
517 1,135
1,652
F
$9.45
532 1,038
1,570
F
$5.30
455 746
1,201
E
0500.0600
$21.90
558
931
1,489
F
$21.45 643
958
1,601
F
$18.40
533 734
1,267
E
$18.15
615 790
1,405
F
$10.85
531 1,003
1,534
F
0600.0700
$20.20
294
1,072
1,366
F
$18.10 358
851
1,209
E
$18.05
483 1,168
1,651
F
$18.05
462 1,142
1,604
F
$10.10
495 1,168
1,663
F
0700.0800
$15.00
298
1,273
1,571
F
$15.00 411
1,335
1,746
F
$15.75
397 1,210
1,607
F
$13.95
411 1,265
1,676
F
$7.95
376 1,144
1,520
F
0800.0900
$10.10
215
1,287
1,502
F
$10.10 317
1,385
1,702
F
$10.10
336 1,343
1,679
F
$10.85
318 1,252
1,570
F
$6.95
282 1,009
1,291
E
0900.1000
$6.95
235
1,010
1,245
E
$7.95 269
1,041
1,310
E
$6.95
263 1,096
1,359
F
$7.95
278 964
1,242
E
$4.20
249 758
1,007
D
Monday
07122119
Tuesday
07123119
Wednesday
07/24119
Thursday
07125119
Friday
07126119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. jigs
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$9.45
504
1,022
1,526
F
$9.45 452
1,040
1,492
F
$9.45
489 1,087
1,576
F
$9.45
462 825
1,287
E
$5.30
419 694
1,113
D
0500.0600
$21.90
575
935
1,510
F
$21.45 636
967
1,603
F
$18.40
543 771
1,314
E
$18.15
457 697
1,154
D
$10.85
479 989
1,468
F
0600.0700
$20.20
396
992
1,388
F
$18.10 352
815
1,167
D
$18.05
442 1,033
1,475
F
$18.05
492 1,120
1,612
F
$10.10
443 1,112
1,555
F
0700.0800
$15.00
403
1,316
1,719
F
$15.00 399
1,315
1,714
F
$15.75
418 1,301
1,719
F
$13.95
390 1,304
1,694
F
$7.95
381 1,200
1,581
F
0800.0900
$10.10
277
1,215
1,492
F
$10.10 290
1,386
1,676
F
$10.10
309 1,375
1,684
F
$10.85
321 1,287
1,608
F
$6.95
289 1,165
1,454
F
0900.1000
$6.95
259
861
1,120
D
$7.95 328
1,112
1,440
F
$6.95
280 1,032
1,312
E
$7.95
298 958
1,256
E
$4.20
290 910
1,200
D
Monday
07/29119
Tuesday
07/30119
Wednesday
07/31119
Thursday
08/01119
Friday
08/02/19
PM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
0400.0500
$9.45 475 1,052
1,527 F
$9.45 478 1,039
1,517 F
$9.45
488 1,059
1,547 F
0500 - 0600
$21.90 580 907
1,487 F
$21.45 674 931
1,605 F
$18.40
542 738
1,280 E
0600 - 0700
$20.20 351 915
1,266 E
$18.10 345 882
1,227 E
$18.05
439 1,011
1,450 F
0700 - 0800
$15.00 380 1,261
1,641 F
$15.00 361 1,250
1,611 F
$15.75
395 1,250
1,645 F
0800 - 0900
$10.10 344 1,213
1,557 F
$10.10 315 1,340
1,655 F
$10.10
341 1,329
1,670 F
0900. 1000
$6.95 242 950
1,192 D
$7.95 311 1,080
1,391 F
$6.95
349 1,219
1,568 F
&Express
Lanes
16
Westbound AM Peak -1-15 North to County Line
Monday
07/01119
Tuesday
07/02119
Wednesday
07/03119
Thursday
07/04119
Friday
07/05119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$6.85
266
722
988
C
$5.30
304
676
980
C
$2.95
272 609
881
C
$1.95
36 59
95
A
$1.95
78 206
284
A
0500.0600
$18.00
379
1,008
1,387
E
$17.25
402
1,057
1,459
F
$6.85
407 945
1,352
E
$1.95
43 82
125
A
$1.95
132 367
499
B
0600.0700
$19.35
361
898
1,259
E
$17.55
357
1,052
1,409
F
$6.85
320 1,028
1,348
E
$1.95
41 97
138
A
$1.95
121 393
514
B
0700.0800
$12.80
100
347
447
B
$13.45
220
1,027
1,247
E
$6.85
188 930
1,118
D
$1.95
61 90
151
A
$1.95
107 460
567
B
0800.0900
$8.85
87
462
549
B
$8.85
165
1,014
1,179
D
$5.30
153 827
980
C
$1.95
85 146
231
A
$1.95
109 413
522
B
0900.1000
$5.30
134
691
825
C
$5.30
172
821
993
C
$2.95
141 642
783
B
$1.95
119 164
283
A
$1.95
135 374
509
B
Monday
07/08119
Tuesday
07109119
Wednesday
07/10119
Thursday
07111/19
Friday
07112119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400- 0500
$6.85
152
274
426
B
$5.30 283
713
996
C
$5.30
295 705
1,000
C
$5.30
285 653
938
C
$2.95
245 615
860
C
0500.0600
$18.00
262
780
1,042
D
$17.25 409
1,068
1,477
F
$15.55
414 1,069
1,483
F
$14.15
368 1,036
1,404
F
$6.85
329 878
1,207
E
O600.0700
$19.35
360
1,084
1,444
F
$17.55 335
1,054
1,389
E
$19.65
376 1,023
1,399
E
$14.50
359 1,056
1,415
F
$6.85
289 925
1,214
E
0700.0800
$12.80
210
993
1,203
E
$13.45 240
1,094
1,334
E
$12.45
226 1,009
1,235
E
$11.40
241 1,091
1,332
E
$6.85
226 848
1,074
D
0800.0900
$8.85
147
956
1,103
D
$8.85 184
958
1,142
D
$6.85
141 944
1,085
D
$8.85
179 1,041
1,220
E
$5.30
169 769
938
C
0900.1000
$5.30
113
643
756
B
$5.30 146
748
894
C
$5.30
180 762
942
C
$5.30
160 809
969
C
$2.95
152 590
742
B
Monday
07/15119
Tuesday
07/16119
Wednesday
07117/19
Thursday
07118119
Friday
07119119
AM Time
Price HOV SOV
r$6.85
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400- 0500
260
717
977
C
$5.30 282
667
949
C
$5.30
289 666
955
C
$5.30
243 693
936
C
$2.95
213 581
794
B
0500.0600
$18.00
387
1,066
1,453
F
$17.25 426
1,083
1,509
F
$15.55
408 1,039
1,447
F
$14.15
405 1,050
1,455
F
$6.85
339 793
1,132
D
O600.0700
$19.35
247
1,033
1,280
E
$17.55 342
1,052
1,394
E
$19.65
356 958
1,314
E
$14.50
307 979
1,286
E
$6.85
265 968
1,233
E
0700 - 0800
$12.80
150
1,082
1,232
E
$13.45 262
1,090
1,352
E
$12.45
233 1,074
1,307
E
$11.40
222 1,003
1,225
E
$6.85
205 874
1,079
D
0800.0900
$8.85
117
947
1,064
D
$8.85 181
1,010
1,191
D
$6.85
168 963
1,131
D
$8.85
157 946
1,103
D
$5.30
147 738
885
C
0900- 1000
$5.30
120
736
856
C
$5.30 178
726
904
C
$5.30
160 784
944
C
$5.30
170 771
941
C
$2.95
119 515
634
B
Monday
07/22119
Tuesday
07/23119
Wednesday
07/24119
Thursday
07125/19
Friday
07/26119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400- 0500
$6.85
298
719
1,017
D
$5.30 272
668
940
C
$5.30
288 680
968
C
$5.30
282 709
991
C
$2.95
237 552
789
B
0500.0600
$18.00
397
1,023
1,420
F
$17.25 395
1,064
1,459
F
$15.55
406 1,011
1,417
F
$14.15
447 1,043
1,490
F
$6.85
329 856
1,185
D
O600.0700
$19.35
349
963
1,312
E
$17.55 344
1,048
1,392
E
$19.65
345 1,037
1,382
E
$14.50
344 1,058
1,402
F
$6.85
267 977
1,244
E
0700.0800
$12.80
217
911
1,128
D
$13.45 260
1,144
1,404
F
$12.45
240 1,070
1,310
E
$11.40
245 1,068
1,313
E
$6.85
203 904
1,107
D
0800- 0900
$8.85
178
920
1,098
D
$8.85 209
1,035
1,244
E
$6.85
208 1,070
1,278
E
$8.85
191 1,036
1,227
E
$5.30
172 856
1,028
D
0900- 1000
$5.30
150
704
854
C
$5.30 172
806
978
C
$5.30
176 752
928
C
$5.30
170 753
923
C
$2.95
159 671
830
C
Monday
07/29119
Tuesday
07/30119
Wednesday
07131/19
Thursday
08101/19
Friday
08102/19
PM Time
Price HOV SOV
Vol.
LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
0400- 0500
$6.85 278 737
1,015
D
$5.30 271 704
975 C
$5.30
271 674
945
C
0500.0600
$18.00 380 1,019
1,399
E
$17.25 434 1,062
1,496 F
$15.55
426 1,009
1,435
F
0600.0700
$19.35 316 1,000
1,316
E
$17.55 330 1,098
1,428 F
$19.65
351 1,057
1,408
F
0700.0800
$12.80 214 1,034
1,248
E
$13.45 258 1,156
1,414 F
$12.45
231 1,188
1,419
F
0800- 0900
$8.85 146 944
1,090
D
$8.85 171 1,057
1,228 E
$6.85
179 1,060
1,239
E
0900- 1000
$5.30 163 699
862
C
$5.30 157 791
948 C
$5.30
170 784
954
C
&Express
Lanes
17
CTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 102 calls during the month of July. Of
those calls, 63 were to assist disabled vehicles, 18 were to remove debris, 9 were for
traffic breaks, and 12 were in response to accidents.
6C Transponder Technology
Planning for the transition to the new transponder technology is underway. The lane
systems have been upgraded. The new sticker transponders have been received and will
be distributed after OCTA completes the upgrade of their lane system. Changes to the
back -office system to process the new transponders and make changes to the customer
account plan are being finalized and will be released to the customer once both the RCTC
and OCTA lane system upgrades are performed. A series of customer communication
has been prepared to facilitate the process for providing the new transponders to
customers.
0. Lanes 18
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 7131 /2 019
YTD Variance
Description
Actual1 Budget
Dollar $ Percent MI
Operating revenues:
Toll Revenue
Fee Revenue
$ 4,839,810.75
680,012.00
$ 3,049,091.67
440,025.00
$ 1,790,719.08
240,707.80
58.7
54.7
Total operating revenues
5.520,623.55
3,489,116.67
2,031,506.88
58.2
Operating expenses:
Salaries and Benefits
Legal Services
Advisory Services
Audit and Accounting Fees
Service Fees
Other Professional Services
Lease Expense
Operations
Utilities
Supplies and Materials
Membership and Subscription Fees
Office Equipment& Furniture (Non -Capital)
MaintenancelRepairs
Training Seminars and Conferences
Transportation Expenses
Lodging
Meals
Other Staff Expenses
Advertising
Program Management
Program Operations
Litigation Settlement
Furniture & Equipment
Improvements
Bad Debt Expense
149,720.54
-
(10,300.00) 2
-
(567.66) 2
(38,894.91) 2
15,135.00
117,252.49
(6,500.46) 2
-
-
-
(8,527.00) 2
-
-
242.72
-
-
(2,950.50) 2
(193.00) 2
419,699.60
-
(0.16) 2
-
1.85
112,783.33
29,166.67
6,250.00
3,916.67
2,166.67
122,991.67
21,375.00
302,375.00
5,208.33
416.67
2,083.33
416.67
29,150.00
375.00
625.00
583.33
83.33
83.33
15,033.33
-
880,050.33
833.33
62,500.00
1,341.67
-
(36,937.21)
29,166.67
16,550.00
3,916.67
2,734.33
161,886.58
6,240.00
185,122.51
11,708.79
416.67
2,083.33
416.67
37,677.00
375.00
625.00
340.61
83.33
83.33
18,703.83
193.00
468,350.65
833.33
62,500.16
1,341.67
(1.85)
(32.8)
100.0
264.8
100.0
126.2
131.6
29.2
61.2
224.8
100.0
100.0
100.0
129.3
100.0
100.0
58.4
100.0
100.0
118.6
NIA
52.7
100.0
100.0
100.0
NIA
Total operating expenses
634,118.59
1,600,616.67
974,490.00
60.6
Operating income (loss)
4,886,504.96
1,880,500.00
3,006,004.96
159.9
Nonoperating revenues {expenses}:
Interest Revenue
Other Miscellaneous Revenue
Interest Expense
-
580,488.69
-
126,841.67
-
(593,325.00)
(126,841.67)
580,488.69
593,325.00
100.0
NIA
(100.0)
Total nonoperating revenues (expenses)
580,488.69
(466,483.33)
1,045,972.02
224.4
Transfers In
Transfers Out
-
-
-
(254,958.33)
-
25.4,958.33
NIA
(100.0)
Net income (loss) I $ 5,466,993.65 I $ 1,159,1 58.33 I $ 4,307,935.32 I 371.7
1 Unaudited
2 Negatives are the result of FY2018/13 accruals
&Express
Lanes
19
JOINT AGENCY TRIP AND REVENUE STATISTICS
July-19
MTD
Transactions by
Agency
Transactions
Using Both
Segments
% Using Both
Segments
Revenue
Westbound
OCTA
774,656
488,306
63%
$ 1,881,204
RCTC
742,144
488,306
66%
$ 3,565,897
1-15
307,543
209,079
68%
$ 1,487,895
McKinley
434,601
279,227
64%
$ 2,078,002
Eastbound
OCTA
771,206
401,146
52%
$ 2,557,727
RCTC
572,946
401,146
70%
$ 1,691,404
1-15
211,847
156,825
74%
$ 429,076
McKinley
361,099
244,321
68%
$ 1,262,328
JOINT AGENCY TRAFFIC STATISTICS
Joint Agency Traffic Statistics
900,000
800,000
700,000
600,000
500,000
400,000 63% 66%
300,000 52% 70%
200,000
100,000
OCTA RCTC OCTA RCTC
Westbound Eastbound
OCTA Transactions RCTC Transactions
% of OCTA Transactions Using Both Segments % of RCTC Transactions Using Both Segments
Express
�A Lanes
20
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
Reporting
Period
PERFORMANCE STANDARD
J uI-19
Perform ance
CUSTOMER SERVICE
Call Wait Time
Abandon Rate
Customer Satisfaction
l
Monthly Not to exceed 2 minutes
Monthly No more than 4.0%
Monthly At least 75 outbound calls
1:53
2.8%
75
VIOLATION PROCESSING
Response Time
Monthly Within 2 business days of receipt 0.9
CUSA Violation Collection Rate
Quarterly 70% or more
CUSA Violation Collection Rate
Annually 74% or more
TRAFFIC OPERATIONS
Initial & Secondary Review s
Monthly , Equal to or less than 15 days
* Rate Misread Errors
CAS Response Time
ACCOUNTING
OCTA Exceptions
Monthly • Equal to or less than 0.4%
Monthly , 0:20 (minutes) per call
EMI
i
1.5
0.01%
0:09
RCTC Exceptions
Monthly
Monthly
No more than 3
• No more than 3
0
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Netw ork Uptime
Monthly • 99% Availability
I Monthly , 99% Availability
i
100%
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
*Plate M isread Error performance is current after a 60-day ho Id -back period; therefore, percentage reported here is fo r 2 mo nths prio r to the
month of this report.
JOINT AGENCY TRANSPONDER
DISTRIBUTION
TRANSPONDER DISTRIBUTION
July-19
Tags % of Total
June-19 FY 2019-20
Tags ' % of Total Average To -Date
Issued
To New Accounts
1,442 46.9%
Additional Tags to Existing Accounts
Replacement Transponders
919 29.9%
713
Total Issued
3,074
23.2%
1,279 I 46.4%
836 1 30.3%
641 I 23.3%
2,756
1,442 46.9%
919 29.9%
713 , 23.2%
3,074
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
Total Returned
505 37.3%
169 12.5%
680 50.2%
1,354
505 37.3%
169 • 12.5%
1,020 I 62.1% 680 50.2%
1,642 - 1,354
432 I 26.3%
/°
&Express
Lanes
21
At the end of July 2019, the 91 Express Lanes had 148,568 active customer accounts,
and 226,480 transponders classified as Assigned.
Number of Accounts by Fiscal Year
As of July 31, 2019
160,000 -
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000 -
90,000 -
80,000 -
70,000 -
60,000 -
114,556 114,138 112,584 112,473112,929 113,672
116,813
119,782
130,048
148,054 148,568
140,694
O°� y0 yy yl yS Nt ti� ti� y4' ti� ti0
04i Off, 5, � tih �
'19 10 10 10 .10�.10�'19 y0 10 ti0 10
Fiscal Year
Incoming Email Activity
During July, the Anaheim Processing Center received 3,622 emails.
r Express
Jf Lanes
22
ATTACHMENT 2
OCTA
Orange County Transportation Authority
Riverside County Transportation Commission
et Exams
fines
Status Report
August 2019
As of August 31, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 9
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 14
RCTC Westbound Peak -Hour Volumes 16
RCTC Operational Highlights 18
Financial Highlights RCTC 19
Joint Agency Trip and Revenue Statistics 20
Joint Agency Traffic Statistics 20
Joint Agency Performance Measures 21
Joint Agency Transponder Distribution 21
Number of Accounts by Fiscal Year 22
Incoming Email Activity 22
0�J Express Lanes2
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the OCTA 91 Express Lanes for August 2019 was 1,545,731. This
represents a daily average of 49,862. This is a 1.4% decrease in total traffic volume from
the same period last year, which totaled 1,567,485. The decrease is attributable to the
54-hour weekend and overnight closures in the westbound direction for the electronic toll
and traffic management system upgrade. Potential toll revenue for the month was
$4,671,161, which represents a decrease of 0.8% from the prior year's total of $4,709,712.
Carpool percentage for the month was 26.63% as compared to the previous year's rate
of 25.91 %.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of August 2019.
Current Month -to -Date (MTD) as of August 31, 2019
Trips
Aug-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Aug-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
1,134,132
1,138,111
(3,979)
(0.3%)
1,161,329
(2.3%)
3+ Lanes
411,599
338,092
73,507
21.7%
406,156
1.3%
Total Gross Trips
1,545,731
1,476,203
69,528
4.7%
1,567,485
(1.4%)
Revenue IL
Full Toll Lanes
$4,595,283
$4,747,091
($151,809)
(3.2%)
$4,624,936
(0.6%)
3+ Lanes
$75,879
$86,580
($10,701)
(12.4%)
$84,776
(10.5%)
Total Gross Revenue
$4,671,161
$4,833,671
($162,510)
(3.4%)
$4,709,712
(0.8%)
Average Revenue per Trip
Average Full Toll Lanes
$4.05
$4.17
($0.12)
(2.9%)
$3.98
1.8%
Average 3+ Lanes
$0.18
$0.26
($0.08)
(30.8%)
$0.21
(14.3%)
Average Gross Revenue
$3.02
$3.27
($0.25)
(7.6%)
$3.00
0.7%
&Express
Lanes
3
The 2020 fiscal year-to-date traffic volume increased by 1.4% and potential toll revenue
increased by 1.2%, when compared with the same period last year. Year-to-date average
revenue per -trip is $2.95.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the months of July 2019 through
August 2019.
FY 2019-20 Year to Date as of August 31, 2019
Trips
FY2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
2,236,687
2,223,156
13,531
0.6%
2,231,017
0.3%
3+ Lanes
854,906
743,553
111,353
15.0%
819,260
4.4%
Total Gross Trips
3,091,5931
2,966,709
124,884
4.2%
3,050,277
1.4%
Revenue
Full Toll Lanes
$8,957,851
$9,256,356
($298,505)
(3.2%)
$8,839,831
1.3%
3+ Lanes
$152,242
$168,691
($16,449)
(9.8%)
$163,703
(7.0%)
Total Gross Revenue
$9,110,092
$9,425,046
($314,954)
(3.3%)
$9,003,533
1.2%
Average Revenue per Trip
Average Full Toll Lanes
$4.00
$4.16
($0.16)
(3.8%)
$3.96
1.0%
Average 3+ Lanes
$0.18
$0.23
($0.05)
(21.7%)
$0.20
(10.0%)
Average Gross Revenue
$2.95
$3.18
($0.23)
(7.2%)
$2.95
0.0%
et Express
Lanes
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
E
0
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000
$4,500,000
$4,000,000
m
ww$3,500,000
$3,000,000
$2,500,000
FY 2019-20 Revenue Summary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
DFull Toll Lanes ■3+ Lanes
rt Express
Al Lanes
5
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 19 times during the month of August 2019. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 84% of defined capacity.
OCTA EASTBOUND PEAK -HOUR VOLUMES
Monday
07129/19
Tuesday
07/30119
Wednesday 07/31119
Thursday
08101119
Friday
08/02/19
PM Time
Price HOV
Vol. Cap.
Price HOV
Vol. Cap.
Price HOV Vol. Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$6.70
591
3,059
90%
$7.10
619
3,106
91%
1500-1600
$6.75
689
3,014
89%
$9.15
709
2,605
77%
1600-1700
$8.30
553
2,854
84%
$8.95
513
2,701
79%
1700-1800
$8.70
529
2,543
75%
$7.05
614
2,984
88%
1800-1900
$4.85
673
2,951
87%
$6.55
628
2,630
77%
1900-2000
$5.60
747
2,664
78%
$6.05
634
2,067
61%
Monday
08105119
Tuesday
08106119
Wednesday 08107/19
Thursday
08/08119
Friday
08/09/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 577
2,779
82%
$5.15 539
2,841
84%
$5.15
542 2,977
88%
$6.70
596
3,129
92%
$7.10
657
3,158
93%
1500-1600
$5.50 669
2,925
86%
$5.75 712
2,724
80%
$7.75
714 2,938
86%
$6.75
670
3,020
89%
$9.15
718
2,683
79%
1600-1700
$5.35 502
2,770
81%
$5.50 475
2,883
85%
$7.50
522 2,893
85%
$8.30
588
3,109
91%
$8.95
485
2,690
79%
1700-1800
$5.30 513
2,815
83%
$5.40 569
2,953
87%
$6.40
572 2,914
86%
$8.70
476
2,569
76%
$7.05
550
2,810
83%
1800-1900
$5.50 652
2,814
83%
$3.95 630
3,051
90%
$3.95
660 3,023
89%
$4.85
675
3,120
92%
$6.55
663
2,676
79%
1900-2000
$3.85 522
1,862
55%
$3.85 619
2,435
72%
$3.85
657 2,474
73%
$5.60
616
2,214
65%
$6.05
577
2,014
59%
Monday
08/12/19
Tuesday
08/13/19
Wednesday 08/14119
Thursday
08115119
Friday
08/16/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 466
2,648
78%
$5.15 499
2,934
86%
$5.15
500 2,869
84%
$6.70
568
3,271
96%
$7.10
593
3,173
93%
1500-1600
$5.50 613
2,825
83%
$5.75 660
2,787
82%
$7.75
627 2,908
86%
$6.75
664
2,989
88%
$9.15
729
2,641
78%
1600-1700
$5.35 439
3,024
89%
$5.50 483
2,962
87%
$7.50
471 2,945
87%
$8.30
536
2,892
85%
$8.95
460
2,610
77%
1700-1800
$5.30 525
2,979
88%
$5.40 505
2,875
85%
$6.40
517 2,979
88%
$8.70
440
2,437
72%
$7.05
489
2,835
83%
1800-1900
$5.50 573
2,509
74%
$3.95 648
3,034
89%
$3.95
507 2,473
73%
$4.85
623
2,938
86%
$6.55
597
2,606
77%
1900-2000
$3.85 440
1,755
52%
$3.85 546
2,209
65%
$3.85
607 2,692
79%
$5.60
628
2,453
72%
$6.05
590
2,194
65%
Monday
08/19/19
Tuesday
08/20/19
Wednesday 08121119
Thursday
08122119
Friday
08/23/19
PM lime
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 501
2,697
79%
$5.15 486
2,889
85%
$5.15
465 2,988
88%
$6.70
502
3,167
93%
$7.10
589
3,102
91%
1500-1600
$5.50 626
3,128
92%
$5.75 636
2,741
81%
$7.75
630 2,963
87%
$6.75
586
3,013
89%
$9.15
727
2,787
82%
1600-1700
$5.35 445
2,654
78%
$5.50 490
2,918
86%
$7.50
416 2,859
84%
$8.30
491
2,905
85%
$8.95
466
2,709
80%
1700-1800
$5.30 533
2,889
85%
$5.40 520
3,014
89%
$6.40
445 2,822
83%
$8.70
417
2,442
72%
$7.05
599
2,981
88%
1800-1900
$5.50 638
2,883
85%
$3.95 596
2,894
85%
$3.95
691 3,214
95%
$4.85
599
2,883
85%
$6.55
623
2,488
73%
1900-2000
$3.85 461
1,775
52%
$3.85 559
2,345
69%
$3.85
555 2,174
64%
$5.60
662
2,675
79%
$6.05
573
2,072
61%
Monday
08126119
Tuesday
08127119
Wednesday 08128119
Thursday
08129119
Friday
08/30/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 500
2,718
80%
$5.15 436
2,791
82%
$5.15
467 2,869
84%
$6.70
529
3,193
94%
$7.10
576
3,102
91%
1500-1600
$5.50 660
3,083
91%
$5.75 642
2,783
82%
$7.75
704 2,896
85%
$6.75
726
3,207
94%
$9.15
778
2,670
79%
1600-1700
$5.35 483
3,009
89%
$5.50 422
2,825
83%
$7.50
451 2,983
88%
$8.30
576
3,076
90%
$8.95
491
2,339
69%
1700-1800
$5.30 515
3,105
91%
$5.40 485
2,783
82%
$6.40
499 2,875
85%
$8.70
453
2,652
78%
$7.05
590
2,806
83%
1800-1900
$5.50 616
2,586
76%
$3.95 631
3,135
92%
$3.95
625 3,076
90%
$4.85
627
2,930
86%
$6.55
638
2,364
70%
1900-2000
$3.85 468
1,945
57%
$3.85 570
2,468
73%
$3.85
612 2,508
74%
$5.60
692
2,802
82%
$6.05
608
2,025
60%
Express
A Lanes
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
07129/19
Tuesday
07/30/19
Wednesday 07131119 Thursday
08101/19
Friday
08/02/19
AM Time
Price HOV
Vol. Cap.
Price HOV
Vol. Cap.
Price HOV Vol. Cap. Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
851
2,453
72%
$3.05
735
2,063
61%
0500-0600
$4.95
904
2,473
73%
$4.70
736
2,117
62%
0600-0700
$5.15
605
2,081
61%
$4.95
554
2,069
61%
0700-0800
$5.65
462
2,030
60%
$5.50
425
1,877
55%
0800-0900
$5.15
397
2,019
59%
$4.95
404
1,886
55%
0900-1000
$4.10
500
2,186
64%
$4.10
469
2,076
61%
Monday
08/05119
Tuesday
08/06/19
Wednesday 08107119
Thursday
08/08/19
Friday
08/09/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 836
2,536
75%
$3.05 854
2,517
74%
$3.05
894 2,587
76%
$3.05
864
2,507
74%
$3.05
763
2,037
60%
0500-0600
$4.95 878
2,460
72%
$4.95 971
2,613
77%
$4.95
922 2,417
71%
$4.95
911
2,400
71%
$4.70
815
2,307
68%
0600-0700
$5.15 550
1,993
59%
$5.15 544
2,058
61%
$5.15
644 2,189
64%
$5.15
622
2,165
64%
$4.95
578
1,942
57%
0700-0800
$5.65 407
1,915
56%
$5.65 464
2,079
61%
$5.65
459 1,980
58%
$5.65
424
1,885
55%
$5.50
416
1,765
52%
0800-0900
$5.15 387
1,983
58%
$5.15 371
1,989
59%
$5.15
394 1,992
59%
$5.15
400
2,055
60%
$4.95
406
1,954
57%
0900-1000
$4.10 454
2,135
63%
$4.10 443
2,110
62%
$4.10
437 2,190
64%
$4.10
435
2,201
65%
$4.10
446
1,991
59%
Monday
08112/19
Tuesday
08/13119
Wednesday 08114119
Thursday
08115119
Friday
08116119
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 844
2,538
75%
$3.05 862
2,549
75%
$3.05
890 2,581
76%
$3.05
896
2,502
74%
$3.05
757
2,043
60%
0500-0600
$4.95 842
2,474
73%
$4.95 916
2,363
70%
$4.95
941 2,467
73%
$4.95
948
2,560
75%
$4.70
809
2,363
70%
0600-0700
$5.15 555
1,963
58%
$5.15 662
2,201
65%
$5.15
626 2,160
64%
$5.15
631
2,154
63%
$4.95
598
2,115
62%
0700-0800
$5.65 395
1,867
55%
$5.65 471
2,211
65%
$5.65
449 2,026
60%
$5.65
422
2,041
60%
$5.50
403
1,867
55%
0800-0900
$5.15 349
1,983
58%
$5.15 345
2,163
64%
$5.15
308 2,184
64%
$5.15
355
2,120
62%
$4.95
366
1,995
59%
0900-1000
$4.10 339
1,954
57%
$4.10 345
2,231
66%
$4.10
318 2,217
65%
$4.10
347
2,226
65%
$4.10
352
2,016
59%
Monday
08/19/19
Tuesday
08120/19
Wednesday 08121/19
Thursday
08/22/19
Friday
08123/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 865
2,535
75%
$3.05 831
2,449
72%
$3.05
864 2,558
75%
$3.05
518
1,381
41%
$3.05
767
2,079
61%
0500-0600
$4.95 922
2,603
77%
$4.95 1014
2,725
80%
$4.95
922 2,495
73%
$4.95
702
1,921
57%
$4.70
807
2,308
68%
0600-0700
$5.15 618
2,070
61%
$5.15 614
2,035
60%
$5.15
667 2,178
64%
$5.15
889
2,840
84%
$4.95
643
2,214
65%
0700-0800
$5.65 412
2,021
59%
$5.65 465
2,178
64%
$5.65
459 2,135
63%
$5.65
536
2,329
69%
$5.50
447
2,018
59%
0800-0900
$5.15 329
1,993
59%
$5.15 267
1,536
45%
$5.15
284 2,166
64%
$5.15
346
2,209
65%
$4.95
319
1,887
56%
0900-1000
$4.10 326
2,009
59%
$4.10 416
2,623
77%
$4.10
321 2,224
65%
$4.10
354
2,396
70%
$4.10
272
1,668
49%
Monday
08/26/19
Tuesday
08/27/19
Wednesday 08/28/19
Thursday
08129119
Friday
08/30/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 746
2,094
62%
$3.05 827
2,455
72%
$3.05
934 2,605
77%
$3.05
876
2,606
77%
$3.05
736
2,017
59%
0500-0600
$4.95 821
2,178
64%
$4.95 955
2,575
76%
$4.95
924 2,571
76%
$4.95
877
2,374
70%
$4.95
725
2,225
65%
0600-0700
$5.15 599
1,853
55%
$5.15 641
2,133
63%
$5.15
745 2,317
68%
$5.15
660
2,357
69%
$5.15
649
2,101
62%
0700-0800
$5.65 347
1,590
47%
$5.65 483
2,287
67%
$5.65
477 2,224
65%
$5.65
464
2,084
61%
$5.50
386
1,872
55%
0800-0900
$5.15 249
1,602
47%
$5.15 305
2,267
67%
$5.15
328 2,181
64%
$5.65
341
2,224
65%
$5.30
308
1,888
56%
0900-1000
$4.10 196
1,440
42%
$4.10 302
2,309
68%
$4.10
301 2,178
64%
$5.65
302
2,113
62%
$4.55
279
1,638
48%
&Express
Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 115 calls during the month
of August. Of those calls, 86 were to assist disabled vehicles and 18 calls to remove
debris. The CAS provided assistance to 11 accidents in the Express Lanes with 5 of those
accidents originating from the SR91 general-purpose lanes.
Electronic Toll and Traffic Management System Project Update
An agreement with Kapsch TrafficCom USA, Inc., (Kapsch) was executed in June 2018
to provide toll lane system integrator services for the design, installation, operations, and
maintenance of the electronic toll and traffic management system for the 91 Express
Lanes. This new lane system will be able to read the new 6C protocol as well as the
current Title 21 protocol. Utilizing a full weekend and several overnight closures, Kapsch
replaced the westbound in -lane system at the gantries in late August. The eastbound
equipment installation is scheduled for early October.
6C Transition Update
In addition to the lane system replacement, the back -office system will need to be
modified in order to process the new transponders and changes to the customer account
plans. Modification to the back -office system will commence when the lane system
installations for both OCTA and RCTC have been completed. Distribution of the new 6C
transponders to customers will begin after the back -office system changes have been
made. OCTA and RCTC have prepared a series of customer communication to be
provided to customers to facilitate the transition to the new protocol and changes to the
account plans.
Amendment to the Three -Party Operating Agreement
As referenced above, due to the back -office system changes, an amendment to the
OCTA, ROTC, Cofiroute USA (CUSA) Operating Agreement is required. Staff from both
OCTA and RCTC have been in negotiations with CUSA for the amendment. It is
anticipated there will be no change to the maximum obligation of the contract. The
amendment is expected to be finalized in the next few months.
0. Express
Lanes8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 813112019
YTD Variance
Description
Actual {tl Budget {t}
Dollar $ Percent.(%)
Operating revenues:
Toll revenue
$ 8,456,529.70
$ 9,050,173.00
$ (593,643.30)
(6.6)
Fee revenue
1,271,874.58
550,474.00
721,400.58
131.1
Total operating revenues
9,728,404.28
9,600,647.00
127,757.28
1.3
Operating expenses:
Contracted services
1,008,793.92
1,232,840.00
224,046.08
18.2
Administrative fee
472,480.00
473,314.00
834.00
0.2
Other professional services
(70,792.15)
571,476.00
642,268.15
112.4
Credit card processing fees
97,302.43
233,685.00
136,382.57
58.4
Toll road account servicing
105,817.93
450,250.00
344,432.07
76.5
Other insurance expense
62,182.50
41,650.00
(20,532.50)
(49.3)
Toll road maintenance supply repairs
18,180.48
95,834.00
77,653.52
81.0
Patrol services
-
163,270.00
163,270.00
100.0
Building equipment repairs and maint
(34,415.86)
50,764.00
85,179.86
167.8
Other services
(17,552.00)
1,666.00
19,218.00
1,153.5
Utilities
(17,674.91)
12,246.00
29,920.91
244.3
Office expense
(4,010.20)
11,662.00
15,672.20
134.4
Bad debt expense
24,613.44
-
(24,613.44)
N/A
Miscellaneous i2)
472.25
13,680.00
13,207.75
96.5
Leases
28,070.00
76,636.00
48,566.00
63.4
Total operating expenses 1,673,467.83
r 3,428,973.00
P. 1,755,505.17
51.2
Depreciation and amortization :.-� 567,432.97
-
(567,432.97)
N/A
Operating income (loss). 7,487,503.48 6,171,674.00 1,315,829.48 L 21.3
Nonoperating revenues (expenses).:
Reimbursement from Other Agencies
29,580.00
-
29,580.00
N/A
Interest income
182,466.39
632,682.00
(450,215.61)
(71.2)
Interest expense
F (798,387.45)r
(785,344.00)
(13,043.45)F
(1.7)
Other
13,160.66
-
13,160.66
N/A
Total nonoperating revenues (expenses}
(573,180.40)
(152,662.00)
(420,518.40)
(275.5)
Transfers in
-
-
-
N/A
Transfers out
-
-
-
N/A
Net income (loss). $ 6,914,323.08 $ 6,019,012.00 $ 895,311.08 14.9
'Actual amounts are accounted for an the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
'h.iiscellaneous expenses include: Bond Insurance Casts, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Capital Asset Activity
During the two months ending August 31, 2019, capital asset activities included $5,329 for
transponder purchases.
&Express
Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the RCTC 91 Express Lanes for August 2019 was 1,402,081. This
represents a daily average of 45,228. This is a 2.5% increase in total traffic volume from
the same period last year, which totaled 1,367,738. Potential toll revenue for the month
was $5,633,523, which represents an increase of 14.2% from the prior year's total of
$4,933,154. Carpool percentage for the month was 25.77% as compared to the previous
year's rate of 23.68%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of August 2019.
Current Month -to -Date (MTD) as of August 31, 2019
Trips
AUG-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
AUG-18
MTD
Actual
Yr-to-Yr
yo
Variance
Full Toll Lanes
1,040,805
1,040,143
662
0.1%
1,043,813
(0.3%)
3+ Lanes
361,276
339,186
22,090
6.5%
323,925
11.5%
Total Gross Trips
1,402,081
1,379,329
22,752
1.6%
1,367,738
2.5%
Revenue
Full Toll Lanes
$5,588,508
$4,051,586
$1,536,922
37.9%
$4,893,862
14.2%
3+ Lanes
$45,015
$0
$45,015
I•I•I•I•I•I•I•I•I•I•I•I•I
$39,292
14.6%
Total Gross Revenue
$5,633,523
$4,051,586
$1,581,937
39.0%
$4,933,154
14.2%
Average Revenue per Trip
Average Full Toll Lanes
$5.37
$3.90
$1.47
37.7%
$4.69
14.5%
Average 3+ Lanes
$0.12
$0.00
$0.12
.....::::::
$0.12
0.0%
Average Gross Revenue
$4.02
$2.94
$1.08
36.7%
$3.61
11.4%
&Express
Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 2.5% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 15.6% higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increase toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.01.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the months of July 2019 through
August 2019.
FY 2019-20 Year to Date as of August 31, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
ok
Variance
Full Toll Lanes
2,001,406
2,035,914
(34,508)
(1.7%)
2,002,025
(0.0%)
3+ Lanes
715,765
673,143
42,622
6.3%
649,204
10.3%
Total Gross Trips
2,717,171
2,709,057
8,114
0.3%
2,651,229
2.5%
Revenue
Full Toll Lanes
$10,802,476
$7,930,600
$2,871,876
36.2%
$9,344,456
15.6%
3+ Lanes
$88,348
$0
$88,348
$77,956
13.3%
Total Gross Revenue
$10,890,824
$7,930,600
$2,960,224
37.3%
$9,422,413
15.6%
Average Revenue per Trip
Average Full Toll Lanes
$5.40
$3.90
$1.50
38.5%
$4.67
15.6%
Average 3+ Lanes
$0.12
$0.00
$0.12
$0.12
0.0%
Average Gross Revenue
$4.01
$2.93
$1.08
36.9%
$3.55
13.0%
et Express
Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
m
E
0
>
1,575,000
1,400,000
1,225,000
1,050,000
875,000
700,000
525,000
350,000
175,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
OFull Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$6,000,000
$5,600,000
$5,200,000
$4,800,000
w
m $4,400,000
$4,000,000
$3,600,000
$3,200,000
$2,800,000
FY 2019-20 Revenue Summary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
OFull Toll Lanes 03+ Lanes
r Express
1 Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC evaluates traffic volumes for peak period hours where Express Lanes performance
is degraded quarterly and either increases or decreases tolls. The next quarterly
adjustment is scheduled for October 1, 2019.
t5J LanesExpress
13
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
07/29/19
Tuesday
07/30/19
Wednesday
07131119
Thursday
08/01/19
Friday
08/02/19
PM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$10.50
326
1,121
1,447
F
$19.65
391
1,017
1,408
F
1500 - 1600
$12.00
374
909
1,283
E
$19.35
397
854
1,251
E
1600 - 1700
$8.15
302
882
1,184
D
$11.10
254
898
1,152
D
1700.1800
$5.30
289
798
1,087
D
$6.95
354
888
1,242
E
1800 - 1900
$5.30
345
880
1,225
E
$6.95
355
760
1,115
D
1900.2000
$5.30
361
782
1,143
D
$5.30
327
715
1,042
D
Monday
08105/19
Tuesday
08/06/19
Wednesday
08107/19
Thursday
08108119
Friday
08109119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
314
1,001
1,315
F
$6.95
283
1,040
1,323
F
$7.95
316
1,057
1,373
F
$10.50
313
1,144
1,457
F
$19.65
364
1,002
1,366
F
1500.1600
$8.00
365
861
1,226
E
$6.95
378
850
1,228
E
$8.85
378
910
1,288
E
$12.00
363
944
1,307
F
$19.35
389
856
1,245
E
1600.1700
$5.30
318
1,155
1,473
F
$5.30
244
867
1,111
D
$5.30
264
868
1,132
D
$8.15
268
952
1,220
E
$11.10
263
922
1,185
D
1700.1800
$5.30
265
778
1,043
D
$5.30
255
823
1,078
D
$5.30
296
838
1,134
D
$5.30
245
761
1,006
D
$6.95
291
902
1,193
D
1800.1900
$5.30
309
766
1,075
D
$5.30
329
812
1,141
D
$5.30
309
804
1,113
D
$5.30
343
874
1,217
E
$6.95
314
856
1,170
D
1900.2000
$2.25
248
522
770
B
$4.20
272
707
979
C
$4.20
294
706
1,000
C
$5.30
277
666
943
C
$5.30
302
725
1,027
D
Monday
08112/19
Tuesday
08/13/19
Wednesday
08/14/19
Thursday
08/15119
Friday
08116119
PM Time
1 Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
255
976
1,231
E
$6.95
271
1,012
1,283
E
$7.95
290
1,022
1,312
F
$10.50
305
1,173
1,478
F
$19.65
337
1,094
1,431
F
1500.1600
$8.00
344
835
1,179
D
$6.95
361
862
1,223
E
$8.85
330
902
1,232
E
$12.00
382
883
1,265
E
$19.35
360
683
1,043
D
1600.1700
$5.30
211
906
1,117
D
$5.30
232
921
1,153
D
$5.30
234
962
1,196
D
$8.15
260
909
1,169
D
$11.10
254
882
1,136
D
1700.1800
$5.30
251
843
1,094
D
$5.30
239
827
1,066
D
$5.30
258
817
1,075
D
$5.30
213
763
976
C
$6.95
274
1,005
1,279
E
1800.1900
$5.30
268
697
965
C
$5.30
318
812
1,130
D
$5.30
243
703
946
C
$5.30
284
852
1,136
D
$6.95
354
890
1,244
E
1900.2000
$2.25
197
476
673
B
$4.20
241
640
881
C
$4.20
284
799
1,083
D
$5.30
309
744
1,053
D
$5.30
306
839
1,145
D
Monday
08/19119
Tuesday
08120119
Wednesday
08/21/19
Thursday
08122119
Friday
08123119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30
272
1,007
1,279
E
$6.95
258
969
1,227
E
$7.95
282
1,020
1,302
F
$10.50
266
1,116
1,382
F
$19.65
339
1,005
1,344
F
1500. 1600
$8.00
351
915
1,266
E
$6.95
361
867
1,228
E
$8.85
341
889
1,230
E
$12.00
348
922
1,270
E
$19.35
404
901
1,305
F
1600.1700
$5.30
232
856
1,088
D
$5.30
235
920
1,155
D
$5.30
239
925
1,164
D
$8.15
243
947
1,190
D
$11.10
254
927
1,181
D
1700-1800
$5.30
236
838
1,074
D
$5.30
263
834
1,097
D
$5.30
243
846
1,089
D
$5.30
205
846
1,051
D
$6.95
318
934
1,252
E
1800 - 1900
$5.30
320
788
1,108
D
$5.30
293
736
1,029
D
$5.30
322
907
1,229
E
$5.30
294
861
1,155
D
$6.95
297
785
1,082
D
1900.2000
$2.25
187
506
693
B
$4.20
246
699
945
C
$4.20
258
652
910
C
$5.30
297
846
1,143
D
$5.30
270
727
997
C
Monday
08126119
Tuesday
08127119
Wednesday
08128119
Thursday
08/29/19
Friday
08130119
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
257
964
1,221
E
$6.95
244
942
1,186
D
$7.95
250
1,013
1,263
E
$10.50
302
1,170
1,472
F
$19.65
364
1,070
1,434
F
1500.1600
$8.00
327
905
1,232
E
$6.95
314
963
1,277
E
$8.85
372
927
1,299
E
$12.00
380
931
1,311
F
$19.35
451
902
1,353
F
1600.1700
$5.30
243
862
1,105
D
$5.30
191
864
1,055
D
$5.30
223
953
1,176
D
$8.15
272
932
1,204
E
$11.10
290
872
1,162
D
1700.1800
$5.30
260
826
1,086
D
$5.30
241
841
1,082
D
$5.30
263
877
1,140
D
$5.30
211
823
1,034
D
$6.95
353
1,031
1,384
F
1800.1900
$5.30
277
652
929
C
$5.30
278
895
1,173
D
$5.30
320
838
1,158
D
$5.30
304
841
1,145
D
$6.95
333
740
1,073
D
1900.2000
$2.25
211
572
783
B
$4.20
240
646
886
C
$4.20
261
718
979
C
$5.30
304
911
1,215
E
$5.30
348
726
1,074
D
r Express
1 Lanes
14
Eastbound PM Peak - County Line to 1-15 South
Monday
07129/19
Tuesday
07/30119
Wednesday
07/31119 Thursday
08101/19
Friday
08/02/19
PM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$5.30
165 663
828 C
$5.30
164 682
846 C
1500.1600
$5.30
172 624
796 B
$2.95
190 574
764 B
1600.1700
$2.95
140 609
749 B
$2.95
121 571
692 B
1700.1800
$2.95
120 526
646 B
$2.95
128 554
682 B
1800.1900
$2.95
167 553
720 B
$2.95
143 535
678 B
1900.2000
$2.95
183 549
732 B
$2.95
168 390
558 B
'Monday
08105119
Tuesday
08106119
Wednesday
08/07119
Thursday
08108119
Friday
08109119
PM Time
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95 162
712
874
C
$2.95
150 680
830
C
$2.95
152 760
912
C
$5.30
179 689
868 C
$5.30
159 678
837 C
1500.1600
$2.95 206
670
876
C
$2.95
193 601
794
B
$5.30
184 692
876
C
$5.30
177 703
880 C
$2.95
188 553
741 B
1600.1700
$2.95 68
281
349
A
$2.95
138 642
780
B
$2.95
128 622
750
B
$2.95
154 676
830 C
$2.95
121 578
699 B
1700.1800
$2.95 136
521
657
B
$2.95
138 527
665
B
$2.95
141 577
718
B
$2.95
123 552
675 B
$2.95
124 541
665 B
1800.1900
$2.95 143
569
712
B
$2.95
148 545
693
B
$2.95
169 609
778
B
$2.95
161 570
731 B
$2.95
156 541
697 B
1900.2000
$2.95 123
394
517
B
$2.95
173 529
702
B
$2.95
177 532
709
B
$2.95
164 512
676 B
$2.95
179 430
609 B
Monday
08112/19
Tuesday
08/13/19
Wednesday
08/14119
Thursday
08115119
Friday
08116119
PM Time
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
139
592
731
B
$2.95
128 746
874
C
$2.95
122 728
850
C
$5.30
137 789
926 C
$5.30
161 706
867 C
1500.1600
$2.95
168
632
800
B
$2.95
173 613
786
B
$5.30
164 657
821
C
$5.30
178 664
842 C
$2.95
157 459
616 B
1600.1700
$2.95
105
648
753
B
$2.95
118 638
756
B
$2.95
121 666
787
B
$2.95
135 619
754 B
$2.95
117 528
645 B
1700.1800
$2.95
129
574
703
B
$2.95
139 546
685
B
$2.95
129 574
703
B
$2.95
106 475
581 B
$2.95
125 594
719 B
1800.1900
$2.95
143
485
628
B
$2.95
147 575
722
B
$2.95
118 479
597
B
$2.95
154 582
736 B
$2.95
152 511
663 B
1900.2000
$2.95
137
379
516
B
$2.95
136 488
624
B
$2.95
171 573
744
B
$2.95
155 559
714 B
$2.95
163 464
627 B
Monday
08119/19
Tuesday
08/20/19
Wednesday
08121/19
Thursday
08122119
Friday
08123119
PM Time
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
133 654
787
B
$2.95
128 695
823
C
$2.95
132 771
903
C
$5.30
142 787
929 C
$5.30
148 719
867 C
1500.1600
$2.95
161 680
841
C
$2.95
133 631
764
B
$5.30
138 645
783
B
$5.30
169 644
813 C
$2.95
178 594
772 B
1600.1700
$2.95
104 551
655
B
$2.95
120 610
730
B
$2.95
114 625
739
B
$2.95
123 588
711 B
$2.95
134 600
734 B
1700.1800
$2.95
124 574
698
B
$2.95
118 541
659
B
$2.95
117 506
623
B
$2.95
105 532
637 B
$2.95
120 551
671 B
1800.1900
$2.95
157 589
746
B
$2.95
144 529
673
B
$2.95
139 597
736
B
$2.95
129 540
669 B
$2.95
137 496
633 B
1900.2000
$2.95
119 394
513
B
$2.95
166 563
729
B
$2.95
129 444
573
B
$2.95
145 599
744 B
$2.95
146 416
562 B
Monday
08126/19
Tuesday
08/27119
Wednesday
08128119
Thursday
08129119
Friday
08130119
PM Time
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
1400.1500
$2.95
138
652
790
B
$2.95
110 759
869
C
$2.95
131 708
839
C
$5.30
151 794
945 C
$5.30
133 658
791 B
1500.1600
$2.95
164
700
864
C
$2.95
146 632
778
B
$5.30
172 620
792
B
$5.30
195 670
865 C
$2.95
167 521
688 B
1600.1700
$2.95
125
614
739
B
$2.95
107 622
729
B
$2.95
123 638
761
B
$2.95
142 649
791 B
$2.95
140 486
626 B
1700.1800
$2.95
108
587
695
B
$2.95
115 551
666
B
$2.95
116 536
652
B
$2.95
109 535
644 B
$2.95
127 549
676 B
1800.1900
$2.95
139
439
578
B
$2.95
120 619
739
B
$2.95
135 588
723
B
$2.95
127 573
700 B
$2.95
134 455
589 B
1900.2000
$2.95
131
358
489
B
$2.95
156 545
701
B
$2.95
165 508
673
B
$2.95
178 580
758 B
$2.95
134 386
520 B
rt Express
1 Lanes
15
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
07129/19
Tuesday
07130/19
Wednesday
07131/19
Thursday
08101/19
Friday
08102119
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$9.45
475
1,115
1,590
F
$5.30
443
713
1,156
D
0500 - 0600
$18.15
555
783
1,338
E
$10.85
479
917
1,396
F
0600.0700
$18.05
393
1,031
1,424
F
$10.10
414
1,127
1,541
F
0700.0800
$13.95
390
1,283
1,673
F
$7.95
357
1,198
1,555
F
0800.0900
$10.85
308
1,262
1,570
F
$6.95
247
1,021
1,268
E
0900 -1000
$7.95
318
1,013
1,331
E
$4.20
289
878
1,167
D
Monday
08/05119
Tuesday
08/06119
Wednesday
08/07/19
Thursday
08108/19
Friday
08109/19
AM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400 - 0500
$9.45
497
1,181
1,678
F
$9.45
476
1,068
1,544
F
$9.45
509
1,054
1,563
F
$9.45
487
1,078
1,565
F
$5.30
407
666
1,073
D
0500.0600
$21.90
557
860
1,417
F
$21.45
666
943
1,609
F
$18.40
568
740
1,308
E
$18.15
566
782
1,348
E
$10.85
522
972
1,494
F
0600.0700
$20.20
362
923
1,285
E
$18.10
356
938
1,294
E
$18.05
443
1,167
1,610
F
$18.05
427
1,054
1,481
F
$10.10
460
1,149
1,609
F
0700 - 0800
$15.00
356
1,228
1,584
F
$15.00
334
1,329
1,663
F
$15.75
396
1,262
1,658
F
$13.95
399
1,232
1,631
F
$7.95
359
1,113
1,472
F
0800 - 0900
$10.10
305
1,307
1,612
F
$10.10
321
1,302
1,623
F
$10.10
314
1,276
1,590
F
$10.85
342
1,292
1,634
F
$6.95
293
1,195
1,488
F
0900. 1000
$6.95
302
1,012
1,314
E
$7.95
253
949
1,202
E
$6.95
271
1,077
1,348
E
$7.95
261
1,108
1,369
F
$4.20
244
872
1,116
D
Monday
08112119
Tuesday
08113119
Wednesday
08114119
Thursday
08/15119
Friday
08116119
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$9.45
490
1,069
1,559
F
$9.45 460
1,082
1,542
F
$9.45
504
1,120
1,624
F
$9.45
494
1,101
1,595
F
$5.30
437
706
1,143
D
0500.0600
$21.90
537
833
1,370
F
$21.45 684
958
1,642
F
$18.40
554
731
1,285
E
$18.15
583
786
1,369
F
$10.85
496
998
1,494
F
0600 - 0700
$20.20
385
1,008
1,393
F
$18.10 354
915
1,269
E
$18.05
454
1,102
1,556
F
$18.05
458
1,099
1,557
F
$10.10
460
1,192
1,652
F
0700.0800
$15.00
353
1,244
1,597
F
$15.00 394
1,363
1,757
F
$15.75
387
1,365
1,752
F
$13.95
385
1,335
1,720
F
$7.95
357
1,238
1,595
F
0800.0900
$10.10
279
1,291
1,570
F
$10.10 274
1,447
1,721
F
$10.10
267
1,438
1,705
F
$10.85
290
1,414
1,704
F
$6.95
256
1,269
1,525
F
0900 - 1000
$6.95
205
951
1,156
D
$7.95 238
1,194
1,432
F
$6.95
214
1,142
1,356
F
$7.95
214
1,142
1,356
F
$4.20
212
907
1,119
D
Monday
08/19119
Tuesday
08/20119
Wednesday
08121/19
Thursday
08122/19
Friday
08123/19
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400 - 0500
$9.45
488
1,002
1,490
F
$9.45 467
1,022
1,489
F
$9.45
504
1,076
1,580
F
$9.45
161
226
387
A
$5.30
4
37
41
A
0500-0600
$21.90
539
881
1,420
F
$21.45 660
906
1,566
F
$18.40
529
722
1,251
E
$18.15
291
614
905
C
$10.85
23
105
128
A
0600.0700
$20.20
428
966
1,394
F
$18.10 369
828
1,197
D
$18.05
477
1,021
1,498
F
$18.05
572
983
1,555
F
$10.10
49
306
355
A
0700.0800
$15.00
359
1,356
1,715
F
$15.00 412
1,275
1,687
F
$15.75
384
1,278
1,662
F
$13.95
474
1,322
1,796
F
$7.95
64
340
404
B
0800 - 0900
$10.10
285
1,450
1,735
F
$10.10 193
770
963
C
$10.10
275
1,483
1,758
F
$10.85
282
1,328
1,610
F
$6.95
65
347
412
B
0900.1000
$6.95
217
1,061
1,278
E
$7.95 243
1,293
1,536
F
$6.95
199
1,203
1,402
F
$7.95
224
1,260
1,484
F
$4.20
61
377
438
B
Monday
08/26119
Tuesday
08/27119
Wednesday
08128119
Thursday
08129119
Friday
08130119
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$9.45
519
1,064
1,583
F
$9.45 469
1,028
1,497
F
$9.45
506
1,095
1,601
F
$9.05
506
1,175
1,681
F
$5.30
432
727
1,159
D
0500.0600
$21.90
586
836
1,422
F
$21.45 653
906
1,559
F
$18.40
553
757
1,310
E
$10.45
554
791
1,345
E
$9.65
470
922
1,392
F
0600.0700
$20.20
445
947
1,392
F
$18.10 406
870
1,276
E
$18.05
507
1,071
1,578
F
$9.70
447
1,135
1,582
F
$9.05
482
1,174
1,656
F
0700 - 0800
$15.00
399
1,327
1,726
F
$15.00 401
1,337
1,738
F
$15.75
411
1,255
1,666
F
$11.05
404
1,124
1,528
F
$8.00
346
1,134
1,480
F
0800.0900
$10.10
279
1,407
1,686
F
$10.10 261
1,446
1,707
F
$10.10
273
1,448
1,721
F
$9.60
290
1,367
1,657
F
$5.30
195
1,119
1,314
E
0900.1000
$6.95
199
1,083
1,282
E
$7.95 207
1,282
1,489
F
$6.95
248
1,213
1,461
F
$6.95
204
1,184
1,388
F
$4.20
146
768
914
C
&Express
Lanes
i6
Westbound AM Peak -1-15 North to County Line
Monday
07/29119
Tuesday
07/30119
Wednesday
07/31119
Thursday
08/01119
Friday
08/02119
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS'
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400.0500
41
$5.30
273 647
920
C
$2.95
207 614
821
C
0500.0600
$14.15
410 1,034
1,444
F
$6.85
304 708
1,012
D
O600.0700
$14.50
338 1,010
1,348
E
$6.85
275 1,021
1,296
E
O700.0800
$11.40
225 1,054
1,279
E
$6.85
201 898
1,099
D
0800.0900
$8.85
159 966
1,125
D
$5.30
154 758
912
C
0900.1000
$5.30
181 791
972
C
$2.95
168 630
798
B
Monday
08105119
Tuesday
08/06119
Wednesday
08/07119
Thursday
08108/19
Friday
08109/19
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$6.85
308
756
1,064
D
$5.30 262
699
961
C
$5.30
290 695
985
C
$5.30
281 671
952
C
$2.95
237 606
843
C
0500.0600
$18.00
391
1,011
1,402
F
$17.25 408
1,018
1,426
F
$15.55
413 1,001
1,414
F
$14.15
401 928
1,329
E
$6.85
330 814
1,144
D
O600.0700
$19.35
332
1,004
1,336
E
$17.55 351
1,049
1,400
E
$19.65
363 1,002
1,365
E
$14.50
360 1,056
1,416
F
$6.85
301 899
1,200
D
0700.0800
$12.80
210
1,031
1,241
E
$13.45 233
1,079
1,312
E
$12.45
205 1,071
1,276
E
$11.40
202 1,015
1,217
E
$6.85
190 907
1,097
D
0800.0900
$8.85
177
929
1,106
D
$8.85 161
987
1,148
D
$6.85
163 987
1,150
D
$8.85
171 966
1,137
D
$5.30
163 803
966
C
0900.1000
$5.30
159
726
885
C
$5.30 150
789
939
C
$5.30
163 797
960
C
$5.30
165 760
925
C
$2.95
157 637
794
B
Monday
08112119
Tuesday
08/13119
Wednesday
08114119
Thursday
08115/19
Friday
08116/19
AM Time
Price HOV SOV
r$6.85
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400.0500
266
729
995
C
$5.30 291
678
969
C
$5.30
282 699
981
C
$5.30
283 672
955
C
$2.95
226 601
827
C
0500.0600
$18.00
371
1,040
1,411
F
$17.25 272
601
873
C
$15.55
441 982
1,423
F
$14.15
395 1,041
1,436
F
$6.85
326 838
1,164
D
O600.0700
$19.35
305
911
1,216
E
$17.55 378
1,030
1,408
F
$19.65
325 974
1,299
E
$14.50
331 955
1,286
E
$6.85
269 917
1,186
D
0700 - 0800
$12.80
182
956
1,138
D
$13.45 254
1,208
1,462
F
$12.45
209 1,033
1,242
E
$11.40
192 1,053
1,245
E
$6.85
188 926
1,114
D
0800.0900
$8.85
169
1,042
1,211
E
$8.85 180
1,129
1,309
E
$6.85
142 1,100
1,242
E
$8.85
172 1,043
1,215
E
$5.30
151 892
1,043
D
0900.1000
$5.30
156
770
926
C
$5.30 129
923
1,052
D
$5.30
114 883
997
C
$5.30
128 866
994
C
$2.95
118 693
811
C
Monday
08/19119
Tuesday
08/20119
Wednesday
08/21119
Thursday
08122/19
Friday
08123/19
AM Time
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$6.85
281
744
1,025
D
$5.30 267
676
943
C
$5.30
259 701
960
C
$5.30
113
203
316
A
$2.95
2 9
11
A
0500.0600
$18.00
417
1,067
1,484
F
$17.25 438
1,053
1,491
F
$15.55
441 1,054
1,495
F
$14.15
2
24
26
A
$6.85
11 37
48
A
O600.0700
$19.35
328
972
1,300
E
$17.55 361
997
1,358
E
$19.65
379 1,002
1,381
E
$14.50
298
755
1,053
D
$6.85
18 95
113
A
0700.0800
$12.80
198
999
1,197
D
$13.45 228
1,140
1,368
E
$12.45
250 1,177
1,427
F
$11.40
271
1,112
1,383
E
$6.85
15 100
115
A
0800.0900
$8.85
168
1,021
1,189
D
$8.85 114
682
796
B
$6.85
151 1,129
1,280
E
$8.85
181
1,290
1,471
F
$5.30
37 141
178
A
0900.1000
$5.30
102
775
877
C
$5.30 127
1,028
1,155
D
$5.30
126 903
1,029
D
$5.30
133
967
1,100
D
$2.95
33 151
184
A
Monday
08/26119
Tuesday
08/27119
Wednesday
08128119
Thursday
08129/19
Friday
08130119
PM Time
Price HOV SOV
Vol.
LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400.0500
$6.85
289
720
1,009
D
$5.30 263
648
911
C
$5.30
314 704
1,018
D
$5.30
292 709
1,001
D
$2.95
233 571
804
C
0500.0600
$18.00
432
1,010
1,442
F
$17.25 390
964
1,354
E
$15.55
420 1,055
1,475
F
$8.85
419 940
1,359
E
$6.85
323 817
1,140
D
O600.0700
$19.35
387
992
1,379
E
$17.55 373
1,059
1,432
F
$19.65
405 1,055
1,460
F
$8.85
371 1,149
1,520
F
$6.85
293 875
1,168
D
0700.0800
$12.80
240
1,087
1,327
E
$13.45 287
1,201
1,488
F
$12.45
257 1,203
1,460
F
$8.85
271 1,148
1,419
F
$5.30
202 899
1,101
D
0800.0900
$8.85
158
1,083
1,241
E
$8.85 180
1,225
1,405
F
$6.85
156 1,126
1,282
E
$8.85
170 1,161
1,331
E
$5.30
137 820
957
C
0900.1000
$5.30
108
811
919
C
$5.30 108
911
1,019
D
$5.30
123 875
998
C
$5.30
120 857
977
C
$2.95
86 593
679
B
&Express
Lanes
17
CTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 103 calls during the month of August.
Of those calls, 84 were to assist disabled vehicles, 7 were to remove debris, 12 were in
response to accidents.
6C Transponder Technology
Planning for the transition to the new transponder technology is underway. The lane
systems have been upgraded. The new sticker transponders have been received and will
be distributed after OCTA completes the upgrade of their lane system. Changes to the
back -office system to process the new transponders and make changes to the customer
account plan are being finalized and will be released to the customer once both the RCTC
and OCTA lane system upgrades are performed. A series of customer communication
has been prepared to facilitate the process for providing the new transponders to
customers.
0J Lanes 18
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 8/31/2019
YTD Variance
Description
Actual' Budget
Dollar $ Percent (%)
Operating revenues:
Toll Revenue
Fee Revenue
$ 10,276,311.56
1,342,939.71
$ 6,098,183.33
880,050.00
$ 4,178,128.23
462,889.71
68.5
52.6
Total operating revenues
11,619,25127
6,978,233.33
4,641,017.94
66.5
Operating expenses:
Salaries and Benefits
Legal Services
Advisory Services
Audit and Accounting Fees
Service Fees
Other Professional Services
Lease Expense
Operations
Utilities
Supplies and Materials
Membership and Subscription Fees
Office Equipment & Furniture (Non -Capital)
Maintenance/Repairs
Training Seminars and Conferences
Transportation Expenses
Lodging
Meals
Other Staff Expenses
Advertising
Program Management
Program Operations
Litigation Settlement
Furniture & Equipment
Improvements
Bad Debt Expense
197,945.06
(61,885.91) 2
1,463.38 2
-
(567.66) 2
(28,55270) 2
29,170.00
234,032.91
(3,799.01) 2
28.58
-
-
(7,74825) 2
-
79.84
840.90
318.96
123.00
(2,950.50) 2
(0.54) 2
1,423,196.33
-
(0.16) 2
16,03227
6.54
225,566.67
58,333.33
12,500.00
7,833.33
4,333.33
245,983.33
42,750.00
604,750.00
10,416.67
833.33
4,166.67
833.33
58,300.00
750.00
1,250.00
1,166.67
166.67
166.67
31,666.67
-
1,776,116.67
1,666.67
125,000. O
2,683.33
-
27,621.61
120,219.24
11,036.62
7,833.33
4,900.99
274,536.03
13,580.00
370,717.09
14,215.68
804.75
4,166.67
833.33
66,048.25
750.00
1,170.16
325.77
(152.29)
43.67
34,617.17
0.54
352,920.34
1,666.67
125,000.16
(13,348.94)
(6.54)
12.2
206.1
88.3
100.0
113.1
111.6
31.8
61.3
136.5
96.6
100.0
100.0
113.3
100.0
93.6
27.9
(91.4)
26.2
109.3
NIA
19.9
100.0
100.0
(497.5)
NIA
Total operating expenses
1,797,733.04
3,217,233.33
1,419,500.29
44.1
Operating income (loss)
9,821,51823
3,761,000.00
6„060,518.23
161.1
Nonoperating revenues (expenses):
Interest Revenue
Other Miscellaneous Revenue
Interest Expense
98,773.47
580,493.50
-
253,683.33
-
(1,186,650.00)
(154,909.86)
580,493.50
1,186,650.00
61.1
NIA
(100.0)
Total nonoperating revenues (expenses)
679,266.97
(932,966.67)
1,612,233.64
172.8
Transfers In
Transfers Out
-
-
-
(509,916.67)
-
509,916.67
N/A
(100.0)
Net income (lass) $ 10,500,785.20 $ 2,318,116.67 $ 8,182,668.53 353.0
'Unaudited
`Negatives are the result of FY2013/19 accruals
&Express
Lanes
19
JOINT AGENCY TRIP AND REVENUE STATISTICS
August-19
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
725,771
464,748
64%
$ 1,860,018
RCTC
757,662
464,748
61 %
$ 3,624,544
1-15
316,208
201,477
64%
$ 1,495,543
McKinley
441,454
263,271
60%
$ 2,129,001
Eastbound
OCTA
819,960
457,372
56%
$ 2,811,143
RCTC
644,419
457,372
71 %
$ 2,008,980
1-15
237,205
180,851
76%
$ 506,403
McKinley
407,214
276,521
68%
$ 1,502,576
JOINT AGENCY TRAFFIC STATISTICS
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
Joint Agency Traffic Statistics
64% 61% 56% 71%
OCTA RCTC OCTA RCTC
Westbound Eastbound
OCTA Transactions RCTC Transactions
% of OCTA Transactions Using Both Segments % of RCTC Transactions Using Both Segments
r Express
A Lanes
20
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
I Reporting
Period
PERFORMANCE STANDARD
Aug-19
Performance
CUSTOMER SERVICE
** Call Wait Time
** Abandon Rate
Customer Satisfaction
+
+ Monthly
I Monthly
Not to exceed 2 minutes
No more than 4.0%
At least 75 outbound calls
3:45
5.5%
; Monthly
76
VIOLATION PROCESSING
Response Time
CUSA Violation Collection Rate
CUSA Violation Collection Rate
} Monthly
I Quarterly
Annually
Within 2 business days of receipt
70% or more
0.6
74% or more
TRAFFIC OPERATIONS
Initial & Secondary Reviews
* Plate Misread Errors
1 Monthly
I Monthly
• Equal to or less than 15 days
• Equal to or less than 0.4%
0.8 -
0.01% _
0:14 __
CAS Response Time
T Monthly
• 0:20 (minutes) per call
ACCOUNTING
OCTA Exceptions
RCTC Exceptions
1 Monthly
I Monthly
No more than 3
No more than 3
_-1
1
-
0 -
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Network Uptime
I Monthly
t Monthly
99% Availability
• 99% Availability
1
_
100%
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
*Plate M isread Error performance is current after a 60-day ho Id -back period; therefore, percentage reported here is for 2 months prior to the
month of this report.
**In August 2019 the CSC received 5,916 (+9%) more calls compared to the same time last year. The increase in call volumes is attributed to
TCA's implementation of their 6C transponder program.
JOINT AGENCY TRANSPONDER
DISTRIBUTION
TRANSPONDER DISTRIBUTION
August-19 July-19
Tags % of Total Tags % of Total
FY 2019-20
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Returned
1,586 52.1%
889 29.2%
567
18.6%
1,442 I 46.9%
919 I 29.9%
713 23.2%
Total Issued
3,042
Account aosures
Accounts Downsizing
Defective Transponders
Total Returned!
3,074
440 39.9%
114 10.3%
550 49.8%
1,104
505 It 37.3%
169 I 12.5%
680 50.2%
1,354
1,514 49.5%
904 , 29.6%
640 20.9%
3,058
473 38.4%
142 11.5%
615
50.0%
OAP,Express
Lanes
21
At the end of August 2019, the 91 Express Lanes had 149,344 active customer
accounts, and 227,580 transponders classified as Assigned.
Number of Accounts by Fiscal Year
As of August 31, 2019
160,000 -
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000 -
90,000 -
80,000 -
70,000 -
60,000
114,556 114,138 112,584 112,473112,929 113,672
i
r
L
116,813 119,782
130,048
140,694
148,054 149,344
e y0 yy yl N. y0 N. Nio tit y4' ti� ti0
if'04i Off, '° �,�, tit' fib, ti� tih ti� ti� �� '''',
.10 .10 .10 .10 .10 .10 ,LO ,y0 .10 .ti0 .10
Fiscal Year
Incoming Email Activity
During August, the Anaheim Processing Center received 3,918 emails.
r Express
1 Lanes
22
ATTACHMENT 3
Orange County Transportation Authority
OCTA Riverside County Transportation Commission
•
et Exams
fines
Status Report
September 2019
As of September 30, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA WEstbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC ao
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 15
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
&Express
Lanes 2
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the OCTA 91 Express Lanes for September 2019 was 1,477,581.
This represents a daily average of 49,253. This is a 4.2% increase in total traffic volume
from the same period last year, which totaled 1,417,450. Potential toll revenue for the
month was $4,440,347, which represents an increase of 6.5% from the prior year's total
of $4,169,154. Carpool percentage for the month was 25.86% as compared to the
previous year's rate of 25.97%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of September 2019.
Current Month -to -Date (MTD) as of September 30, 2019
Trips
Sep-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Sep-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
1,095,487
1,092,774
2,713
0.2%
1,049,290
4.4%
3+ Lanes
382,094
296,879
85,215
28.7%
368,160
3.8%
Total Gross Trips
1,477,581
1,389,653
87,928
6.3%
1,417,450
4.2%
Revenue
Full Toll Lanes
$4,373,645
$4,572,414
($198,769)
(4.3%)
$4,104,552
6.6%
3+ Lanes
$66,703
$83,394
($16,691)
(20.0%)
$64,603
3.3%
Total Gross Revenue
$4,440,347
$4,655,808
($215,460)
(4.6%)
$4,169,154
6.5%
Average Revenue per Trip
Average Full Toll Lanes
$3.99
$4.18
($0.19)
(4.5%)
$3.91
2.0%
Average 3+ Lanes
$0.17
$0.28
($0.11)
(39.3%)
$0.18
(5.6%)
Average Gross Revenue
$3.01
$3.35
($0.34)
(10.1%)
$2.94
2.4%
&Express
Lanes
3
The 2020 fiscal year-to-date traffic volume increased by 2.3% and potential toll revenue
increased by 2.9%, when compared with the same period last year. Year-to-date average
revenue per -trip is $2.97.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the months of July 2019 through
September 2019.
FY 2019-20 Year to Date as of September 30, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
3,332,174
3,315,930
16,244
0.5%
3,280,307
1.6%
3+Lanes
1,237,000
1,040,432
196,568
18.9%
1,187,420
4.2%
Total Gross Trips
4,569,174
4,356,362
212,812
4.9%
4,467,727
2.3%
Revenue
Full Toll Lanes
$13,331,495
$13,828,769
($497,274)
(3.6%)
$12,944,382
3.0%
3+ Lanes
$218,945
$252,085
($33,140)
(13.1%)
$228,306
(4.1%)
Total Gross Revenue
$13,550,440
$14,080,854
($530,414)
(3.8%)
$13,172,688
2.9%
Average Revenue per Trip
Average Full Toll Lanes
$4.00
$4.17
($0.17)
(4.1%)
$3.95
1.3%
Average 3+ Lanes
$0.18
$0.24
($0.06)
(25.0%)
$0.19
(5.3%)
Average Gross Revenue
$2.97
$3.23
($0.26)
(8.0%)
$2.95
0.7%
Express
Lanes
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
E
0
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000
$4,500,000
$4,000,000
a)
cceD
$3,500,000
$3,000,000
$2,500,000
FY 2019-20 Revenue Summary
E3��E�3�1f
E
Sidaidci
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
OFull Toll Lanes ■3+ Lanes
rt Express
Al Lanes
5
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 17 times during the month of September 2019. As demonstrated on the next
chart, westbound peak hour traffic volumes top out at 81 % of defined capacity.
OCTA EASTBOUND PEAK -HOUR VOLUMES
Monday
09102i19
Tuesday
09163119
Wednesday
09104119
Thursday
09105/19
Friday
09/06119
PM Tine
Price HOV
Voi.
Cap.
Price HOV
Voi.
Cap.
Price HOV Vol.
Cap.
Price
HQV
Vol.
Cap.
Price
HQV
Vol.
Cap.
1400 -1500
54.45 414
1,040
31 %
55.15 470
2,756
81%
55.15
452
2,983
88%
$6.70
506
3,224
95%
$7.10
532
3,177
93%
1540-1600
54.45 422
977
29%
$5.75 666
2,792
82%
57.75
702
2,987
88%
56.75
598
2,647
78%
59.15
509
1,810
53%
1540-1740
54.45 431
978
29%
$5.50 425
2,888
85%
$7.50
426
2,845
84%
$8.30
490
2,348
69%
$8.95
536
2,696
79%
17C0-18C0
$4.45 407
880
26%
55.40 496
2,863
84%
$6.40
489
2,965
87%
58.70
460
2,530
74%
57.05
508
2,846
84%
1800-1900
14.45 484
987
29%
$3.95 562
2,856
8459
$3.95
609
2,939
86%
$4.85
625
2,968
87%
$6.55
649
2,789
82%
1900-2000
$4.45 501
994
29%
$3.85 601
2,455
72%
$3.85
645
2,512
74%
55.60
621
2,521
74%
56.05
640
2,240
66%
Monday
09109/19
Tuesday
09110119
Wednesday
09111119
Thursday
09112/19
Friday
09113119
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol,
Cap.
Price
HQV
Vol,
Cap.
Price
HOV
Vol.
Cap.
1400-1500
55.15 466
2,769
81%
55.15 461
2,812
83%
55.15
476
2,874
85%
$6.70
466
3,158
93%
$7.10
531
3,113
92%
1500-1600
$5.50 675
3,003
88%
$5.75 639
2,786
82%
$7.75
712
3,045
90%
56.75
659
2,956
87%
59.15
740
2,626
77%
1600-1700
55.35 474
2,964
87%
$5.50 423
2,861
84%
$7.50
476
2,853
84%
$8.30
515
2,810
83%
58.95
539
2,874
85%
1700-1800
55.30 495
2,977
88%
$5.40 476
2,886
85%
$6.40
501
2,924
86%
$8.70
421
2,332
69%
$7.05
603
3,115
92%
1800-1900
55.50 621
2,730
80%
53.95 523
2,723
80%
$3.95
661
2,956
87%
$4.85
643
3,095
91%
56.55
610
2,848
84%
1900-2000
$3.85 483
1,966
58%
33.85 588
2,501
74%
53.85
569
2,455
72%
55.60
723
2,814
83%
S6.05
481
2,355
69%
Monday
69/16/19
Tuesday
09/17/19
Wednesday
09/16/19
Thursday
09119/19
Friday
09120119
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HQV
Vol.
Cap.
1400-150
55.15 474
2,721
8059
55.15 449
2,857
84%
55.15
482
3,007
8859
$6.70
473
3,124
928
$7.10
567
3,126
928
1500-1600
55.50 626
3,010
89%
$5.75 677
2,859
84%
$7.75
682
2,807
83%
$6.75
643
3,020
89%
59.15
731
2,706
80%
1640-1740
55.35 498
2,958
87%
$5.50 446
2,975
88%
$7.50
430
2,744
81%
$8.30
501
2,974
87%
38.95
466
2,738
81%
1740-1800
$5.30 519
3,050
9059
$5.40 510
3,037
89%
$6.40
481
2,845
84%
58.70
433
2,446
72%
$7.05
542
2,816
83%
1840-1955
$5.50 620
2,665
78%
$3.95 650
3,0E7
91%
$3.95
642
3,046
90%
$4.85
610
2,868
84%
$6.55
667
2,874
85%
1900-2000
53.85 465
1,751
52%
$3.85 583
2,415
71%
$3.85
693
2,833
83%
55.60
726
2,782
82%
$6.05
669
2,295
68%
Monday
69123/19
Tuesday
09124119
Wednesday
09125119
Thursday
09126/19
Friday
09127119
PM Tine
Price HOV
Vol.
Cap.
Price HQV
Vol.
Cap.
Price HQV Vol.
Cap.
Price
HQV
Vol.
Cap.
Price
HQV
Vol.
Cap.
1400-1500
55.15 461
2,636
78%
55.15 428
2,899
85%
55.15
462
3,002
88%
56.70
463
3,209
94%
$7.10
560
3,210
94%
1500-1600
55.50 634
3,018
89%
$5.75 622
2,739
81%
$7.75
621
2,831
83%
$6.75
651
3,125
92%
59.15
754
2,719
80%
1600-1700
$5.35 454
2,869
84%
$5.50 422
2,793
82%
$7.50
420
2,784
82%
58.30
534
2,973
87%
$8.95
542
2,878
85%
1700-1800
55.30 516
2,937
86%
$5.40 479
2,765
81%
$6.40
477
2,826
83%
58.70
429
2,565
75%
37.05
613
2,953
87%
1800-1900
$5.50 674
2,802
82%
$3.95 535
2,678
79%
$3.95
651
2,921
86%
54.55
687
3,131
9259
$6.55
692
2,674
79%
1900-2000
53.85 483
1,865
55%
53.85 714
2,787
82%
$3.85
677
2,709
80%
55.60
617
2,434
72%
56.05
630
2,007
59%
Monday
09130119
Tuesday
10101119
Wednesday 10102119
Thursday
10103/19
Friday
10104119
PM Time
Price HQV
Vol.
Cap.
Price HOV
Vol. Cap.
Price HQV Vol. Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol. Cap.
1C. - 15:0
55.15 419
2,572
7659
1550 -1644•
$5.50 663
3,141
92%
1600 -1700
55.35 445
2,851
84%
1700 -1800
55.30 515
3,162
93%
1800 -1900
55.50 635
2,573
76%
1900 - 2000
53.85 482
1,951
57 %
&Express
Lanes
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
09102119
Tuesday
09/03/19
Wednesday
09104119
Thursday
09/05119
Friday
09106/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$1.70 48
110
3%
$3.05 825
2,582
76%
$3.05
903
2,650
78%
$3.05
879
2,633
77%
$3.05
741
2,099
62%
0500-0600
$1.70 77
217
6%
$4.95 946
2,671
79%
$4.95
942
2,490
73%
$4.95
861
2,375
70%
$4.70
836
2,459
72%
0600-0700
$2.50 63
200
6%
$5.15 610
2,059
61%
$5.15
657
2,178
64%
$5.15
715
2,219
65%
$4.95
674
2,245
66%
0700-0800
$2.50 150
353
10%
$5.65 514
2,237
66%
$5.65
461
2,149
63%
$5.65
505
2,292
67%
$5.50
444
2,061
61%
0800-0900
$2.50 239
638
19%
$5.15 323
2,244
66%
$5.15
314
2,269
67%
$5.15
345
2,226
65%
$4.95
293
1,996
59%
0900-1000
$3.70 449
1,008
30%
$4.10 314
2,292
67%
$4.10
285
2,312
68%
$4.10
294
2,118
62%
$4.10
305
1,848
54%
Monday
09/09119
Tuesday
09/10/19
Wednesday 09/11/19
Thursday
09/12/19
Friday
09113/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 875
2,669
79%
$3.05 831
2,581
76%
$3.05
871 2,531
74%
$3.05
881
2,543
75%
$3.05
761
2,094
62%
0500-0600
$4.95 934
2,547
75%
$4.95 1002
2,766
81%
$4.95
975 2,613
77%
$4.95
948
2,589
76%
$4.70
845
2,453
72%
0600-0700
$5.15 651
2,129
63%
$5.15 595
2,022
59%
$5.15
676 2,238
66%
$5.15
699
2,295
68%
$4.95
633
2,196
65%
0700-0800
$5.65 487
2,283
67%
$5.65 508
2,216
65%
$5.65
499 2,176
64%
$5.65
506
2,279
67%
$5.50
457
1,974
58%
0800-0900
$5.15 295
2,120
62%
$5.15 311
2,067
61%
$5.15
333 2,226
65%
$5.15
313
2,319
68%
$4.95
325
1,948
57%
0900-1000
$4.10 293
2,130
63%
$4.10 282
2,159
64%
$4.10
285 2,162
64%
$4.10
305
2,212
65%
$4.10
262
1,752
52%
Monday
09/16119
Tuesday
09/17/19
Wednesday 09/18119
Thursday
09/19119
Friday
09120/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 863
2,649
78%
$3.05 849
2,579
76%
$3.05
927 2,690
79%
$3.05
850
2,532
74%
$3.05
734
2,052
60%
0500-0600
$4.95 923
2,511
74%
$4.95 1034
2,723
80%
$4.95
914 2,478
73%
$4.95
934
2,466
73%
$4.70
887
2,507
74%
0600-0700
$5.15 666
2,172
64%
$5.15 624
2,054
60%
$5.15
674 2,129
63%
$5.15
665
2,226
65%
$4.95
653
2,259
66%
0700-0800
$5.65 476
2,230
66%
$5.65 482
2,262
67%
$5.65
534 2,342
69%
$5.65
494
2,283
67%
$5.50
427
1,963
58%
0800-0900
$5.15 281
2,056
60%
$5.15 336
2,291
67%
$5.15
305 2,283
67%
$5.15
328
2,229
66%
$4.95
292
1,915
56%
0900-1000
$4.10 278
2,016
59%
$4.10 289
2,285
67%
$4.10
276 2,208
65%
$4.10
310
2,230
66%
$4.10
291
1,870
55%
Monday
09/23/19
Tuesday
09/24/19
Wednesday 09/25/19
Thursday
09/26/19
Friday
09127/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 870
2,637
78%
$3.05 797
2,689
79%
$3.05
837 2,639
78%
$3.05
881
2,606
77%
$3.05
749
2,148
63%
0500-0600
$4.95 747
2,274
67%
$4.95 932
2,712
80%
$4.95
816 2,492
73%
$4.95
884
2,554
75%
$4.70
759
2,303
68%
0600-0700
$5.15 541
1,984
58%
$5.15 627
2,063
61%
$5.15
633 2,236
66%
$5.15
651
2,204
65%
$4.95
659
2,323
68%
0700-0800
$5.65 460
2,138
63%
$5.65 438
2,213
65%
$5.65
453 2,211
65%
$5.65
477
2,194
65%
$5.50
457
2,039
60%
0800-0900
$5.15 325
2,142
63%
$5.15 284
2,133
63%
$5.15
288 2,351
69%
$5.15
274
2,242
66%
$4.95
292
1,800
53%
0900-1000
$4.10 258
2,089
61%
$4.10 312
2,337
69%
$4.10
256 2,255
66%
$4.10
269
2,168
64%
$4.10
387
1,785
53%
Monday
09/30/19
Tuesday
10/01/19
Wednesday 10/02/19
Thursday
10/03119
Friday
10/04/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol. Cap.
Price HOV Vol. Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol. Cap.
0400-0500
$3.05 877
2,689
79%
0500-0600
$4.95 822
2,504
74%
0600 - 0700
$5.15 622
2,071
61%
0700 - 0800
$5.65 415
2,038
60%
0800 - 0900
$5.15 270
2,047
60%
0900-1000
$4.10 307
2,049
60%
ell?, Express
Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 91 calls during the month of
September. Of those calls, 77 were to assist disabled vehicles and 7 call to remove debris.
There were 7 accidents in the Express Lanes and 1 of those accidents originated in the
SR91 general-purpose lanes that affected the Express Lanes.
Electronic Toll and Traffic Management System Project Update
An agreement with Kapsch TrafficCom USA, Inc., (Kapsch) was executed in June 2018
to provide toll lane system integrator services for the design, installation, operations, and
maintenance of the electronic toll and traffic management system for the 91 Express
Lanes. This new lane system will be able to read the new 6C protocol as well as the
current Title 21 protocol. Following RCTC's completion of their lane system installation
on the 91 Express Lanes, OCTA completed installation of the lane system on the
westbound gantries during a 55-hour closure on the weekend of August 23rd. The
eastbound lane system installation is targeted for the weekend of October 4tn
6C Transition Update
In addition to the lane system replacement, the back -office system will need to be
modified in order to process the new transponders and changes to the customer account
plans. Modification to the back -office system will commence when the lane system
installations for both OCTA and RCTC have been completed. Distribution of the new 6C
transponders to customers will begin after the back -office system changes have been
made. OCTA and RCTC have prepared a series of customer communication to be
provided to customers to facilitate the transition to the new protocol and changes to the
account plans.
Amendment to the Three -Party Operating Agreement
As referenced above, due to the back -office system changes, an amendment to the
OCTA, RCTC, Cofiroute USA (CUSA) Operating Agreement is required. Staff from both
OCTA and RCTC have been in negotiations with CUSA for the amendment. It is
anticipated there will be no change to the maximum obligation of the contract. The
amendment is expected to be finalized in the next few months.
0. Express
Lanes8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 913012019
'YTD Variance
Description
Actual {1} Budget {1}
Dollar $ Percent M}
Operating revenues:
Toll revenue
$ 12,548,956.42
$ 13,286,733.00
$ (737,776.58)
(5.6)
Fee revenue
1,880,700.76
880,052.00
1,000,648.76
113.7
Total operating revenues
14,429,657.18
14,166,785.00
262,872.18
1.9
Operating expenses:
Contracted services
1,516,906.78
1,849,260.00
332,353.22
18.0
Administrative fee
708,720.00
709,971.00
1,251.00
0.2
Other professional services
(8,268.66)
939,356.00
947,624.66
100.9
Credit card processing fees
312,561.54
355,590.00
43,028.46
12.1
Toll road account servicing
165,800.32
620,500.00
454,699.68
73.3
Other insurance expense
93,273.75
62,475.00
(30,798.75)
(49.3)
Toll road maintenance supply repairs
70,963.05
118,751.00
47,787.95
40.2
Patrol services
170,690.14
244,905.00
74,214.86
30.3
Building equipment repairs and maint
(32,873.57)
81,556.00
114,429.57
140.3
SC Transponders
-
62,500.00
62,500.00
100.0
Other services
(16,806.00)
8,749.00
25,555.00
292.1
Utilities
6,984.85
18,369.00
11,384.15
62.0
Office expense
(759_16)
88,805.00
89,564.16
100.9
Bad debt expense
35,916.31
-
(35,916.31)
NIA
Miscellaneous {2}
3,121.20
29,620.00
26,498.80
89_5
Leases
93,289.00
114,954.00
21,665.00
18.8
Total operating expenses 3,119,519.55
r 5,305,361.00
r 2,185,841.45
41.2
Depreciation and amortization {3) 851,208.01
-
(851,208.01)
NIA
Operating income Moss}I 10,458,929.62 8,861,424.00 1,597,505.62 18.0
Nonoperating revenues expenses}:
Reimbursement from Other Agencies
45,200.00
-
45,200.00
N/A
Interest income
1,551,032.50
949,023.00
602,009.50
63.4
Interest expense
' (1,178,487.42)"
(1,178,016.00)
(471.42)r
(0.0)
Other
13,160.66
-
13,160.66
N/A
Total nonoperating revenues (expenses)
430,905.74
(228,993.00)
659,898.74
288.2
Transfers in
-
-
-
N/A
Transfers out
-
(5,000.00)
5,000.00
100.0
Net income {loss}I $ 10,889,835.36 I $ 8,621,431.04 I $ 2,262,404.36 I 26.2
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
'Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Capital Asset Activity
During the three months ending September 30, 2019, capital asset activities included $5,920 for
the computer equipment and $97,358 for transponder purchases.
&Express
Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the RCTC 91 Express Lanes for September 2019 was 1,300,290.
This represents a daily average of 43,343. This is a 5.1 % increase in total traffic volume
from the same period last year, which totaled 1,237,747. Potential toll revenue for the
month was $5,361,366, which represents an increase of 24.5% from the prior year's total
of $4,307,975. Carpool percentage for the month was 24.29% as compared to the
previous year's rate of 23.83%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of September 2019.
Current Month -to -Date (MTD) as of September 30, 2019
Trips
SEP-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
SEP-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
984,484
976,886
7,598
0.8%
942,845
4.4%
3+ Lanes
315,806
303,000
12,806
4.2%
294,902
7.1%
Total Gross Trips
1,300,290
1,279,886
20,404
1.6%
1,237,747
5.1%
Revenue
Full Toll Lanes
$5,326,713
$3,809,843
$1,516,870
39.8%
$4,278,176
24.5%
3+ Lanes
$34,653
$0
$34,653
vi
$29,799
16.3%
Total Gross Revenue
$5,361,366
$3,809,843
$1,551,523
40.7%
$4,307,975
24.5%
Average Revenue per Trip
Average Full Toll Lanes
$5.41
$3.90
$1.51
38.7%
$4.54
19.2%
Average 3+ Lanes
$0.11
$0.00
$0.11
I """"" . 1
$0.10
10.0%
Average Gross Revenue
$4.12
$2.98
$1.14
38.3%
$3.48
18.4%
&Express
Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 3.3% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 18.4% higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increase toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.05.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the months of July 2019 through
September 2019.
FY 2019-20 Year to Date as of September 30, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
2,985,890
3,012,800
(26,910)
(0.9%)
2,944,870
1.4%
3+ Lanes
1,031,571
976,143
55,428
5.7%
944,106
9.3%
Total Gross Trips
4,017,461
3,988,943
28,518
0.7%
3,888,976
3.3%
Revenue
Full Toll Lanes
$16,129,189
$11,740,443
$4,388,746
37.4%
$13,622,632
18.4%
3+ Lanes
$123,001
$0
$123,001
,,,,,,,,,,,,,
$107,755
14.1%
Total Gross Revenue
$16,252,190
$11,740,443
$4,511,747
38.4%
$13,730,387
18.4%
Average Revenue per Trip
Average Full Toll Lanes
$5.40
$3.90
$1.50
38.5%
$4.63
16.6%
Average 3+ Lanes
$0.12
$0.00
$0.12
;,,,,,,,,,,,,
$0.11
9.1%
Average Gross Revenue
$4.05
$2.94
$1.11
37.8%
$3.53
14.7%
r Express
A Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
E
0
1.575.000
1.400.000
1,225,000
1.050.000
875,000
700.000
525.000
350.000
175.000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
■Full Toll Lanes ■3+Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$6,000,GOO
$5600GOO
$5200GOO
$4800GOO
a)
$4 400 000
$4,000,GOO
$3,600,GOO
$3200GOO
$2800GOO
FY 2019-20 RevenueSummary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
■Full Toll Lanes •3+ Lanes
&Express
Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC evaluates traffic volumes for peak period hours where Express Lanes performance
is degraded quarterly and either increases or decreases tolls. The next quarterly
adjustment is scheduled for January 1, 2020.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
09102119
Tuesday
09103119
Wednesday
0504119
Thursday
09105119
Friday
09105119
PM Time
Price HOV
83V
Vol_
LOS
Price
HOV
93V
Vol-
LOS
Price
HOV
SDV
Vol- LOS
Price
HOV
010V
Vol_
LOS
Price
HOV
8311
Vol-
LOS
1400
- 1500
32.25
130
307
497
B
36.95
247
930
1,177
D
57.35
253
1,110
1,363 F
310.50
270
1,070
1,340
F
519.65
318
1,001
1,319
F
1500
- 1600
52.25
185
267
452
B
56.95
342
906
1,248
E
85.85
362
883
1,245 E
512.00
338
831
1,169
0
519.35
298
692
990
C
1600
- 1700
52.25
200
249
449
B
55.30
176
1,077
1,253
E
55.30
207
898
1,105 D
$8.15
240
817
1,057
D
511.10
302
954
1,256
E
1700
- 1800
52.25
201
212
413
B
55.30
197
910
1,107
D
55.30
230
857
1,087 0
$5.30
247
856
1,103
D
56.95
290
942
1,232
E
1800
- 1900
52.25
214
23B
452
B
55.30
232
787
1,019
D
S5.30
287
797
1,084 D
$5.30
291
836
1,127
D
56.95
340
891
1,234
E
1900-2000
52.25
233
229
462
B
54.20
229
660
889
C
$1.20
274
679
963 C
55.30
256
735
991
C
15.30
323
740
1,963
D
Monday
09109119
Tuesday
09/10119
Wednesday
0011119
Thursday
09112/19
Friday
09/13119
PM Time
Price HIM
5DV
Vol_
LOS
Price
HOV
SOV
Vol-
LDS
Price
HOV
SOV
Vol- LOS
Price
11❑V
50V
Vol_
LOS
Price
HDV
50V
Vol-
LOS
1400. 1500
55.30
244
1,048
1,292
E
56.95
260
999
1,259
=
57.95
253
1,006
1,259 E
510.50
283
1,660
1,343
F
519.65
315
1,005
1,320
F
1500 - 1600
55.00
346
877
1,223
E
56.95
313
950
1,2 3
E
58.85
391
901
1,292 E
112.00
330
925
1,255
E
$19.35
381
792
1,173
0
1600- 1700
55.30
241
871
1,112
D
55.30
192
929
1,121
D
85.30
226
912
1,138 D
$8.15
201
922
1,123
0
$11.10
243
979
1,222
E
1700 - 1800
55.30
250
83B
1,088
D
55.30
172
858
1,030
D
55.30
240
822
1,062 0
$5.30
176
782
958
C
56.95
264
1,034
1,298
E
1800. 1900
55.30
292
731
1,023
D
55.30
239
785
1,024
D
55.30
318
763
1,081 0
$5.30
264
938
1,202
E
16.95
327
963
1,290
E
1900 - 2000
52.25
204
554
758
B
54.20
248
747
995
C
54.20
262
662
924 C
$5.30
291
907
1,198
0
$5.30
332
779
1,111
D
Monday
09116119
Tuesday
09117119
Wednesday
0018119
Thursday
09119119
Friday
09I20119
PM Time
Price HOV
WV
Vol_
LOS
Price
TIDY
S8V
Vol-
LOS
Price
HOV
9D11
Vol- LOS
Price
HOV
SOV
Vol_
LOS
Price
HOV
9011
Vol.
LOS
1400.1500
35.30
269
968
1,237
E
56.95
238
1,039
1,277
E
57.05
253
1,075
1,328 F
510.50
249
1,163
1,412
F
519.65
336
1,163
1,499
F
1500 - 1600
5000
316
887
1,203
E
56.95
287
930
1,217
E
58.85
308
928
1,236 E
512.00
303
994
1,302
F
$19.35
370
874
1,244
E
1600- 1700
55.30
237
:::
1,125
D
55.30
159
967
1,126
D
S6.30
191
962
1,153 D
$8.15
212
935
1,147
0
$11.10
221
1,058
1,279
E
1700 - 1800
55.30
211
877
1,088
D
55.30
182
957
1,139
D
55.30
198
887
1,085 D
$5.30
191
875
1,963
D
56.95
274
1,119
1,333
F
1800. 1900
55.30
246
727
973
C
55.30
250
866
1,106
D
55.30
285
893
1,178 D
$5.30
267
908
1,175
0
15.95
319
1,196
1,515
F
1900 - 2000
52.25
168
501
728
B
$4.20
236
657
893
C
$4.29
239
820
1,059 D
$5.30
283
891
1,174
D
15-30
313
1,020
1,333
F
Monday
09123119
Tuesday
09/24/19
Wednesday
0925119
Thursday
09126119
Friday
09/27119
PM Time
Price NOV
50V
Vol_
LOS
Price
HOV
SDV
Vol-
LOS
Price
NOV
SOV
Vol- LOS
Price
NOV
50V
Vol_
LOS
Price
HDV
SOV
Vol.
LOS
1400. 1500
55.30
248
954
1,202
E
56.95
231
1,055
1,286
E
57.95
241
1,075
1,316 F
510.50
265
1,127
1,392
F
519.65
303
1,069
1,372
F
1500 - 1600
58.00
323
923
1,246
E
56.95
286
985
1,271
E
58.85
285
941
1,226 E
112.00
298
976
1,274
E
519.35
356
872
1,228
E
1600 - 1700
55.30
184
889
1,073
D
55.30
162
918
1,980
D
S5.30
195
951
1,146 D
$8.15
225
1,907
1,232
E
511.10
259
1,027
1,286
E
1700 - 1800
55.30
219
794
1,013
D
S5.30
214
842
1,056
D
15.30
212
894
1,106 D
$5.30
184
907
1,091
D
56.95
252
991
1,243
E
1800. 1900
55.30
306
770
1,076
D
55.30
255
763
1,014
D
15.30
270
906
1,176 0
$5.30
285
932
1,217
E
56.95
2130
811
1,031
0
1900-2000
52.25
228
557
785
B
54.20
263
765
1,028
D
54.20
249
841
1,090 0
$5.30
233
791
1,024
D
35.30
249
692
941
C
Monday
09130119
Tuesday
10101119
Wednesday
007119
Thursday
10103119
Friday
10104/19
PM Time
Price HOV
WV
Vol_
L05
Price NOV
5❑V
Vol. LOS
Price HOV
SOV
Vol- L05
Price HOV
SOV
Vol. L05
Price
HDV
SOV
Vol. L05
1400 - 1500
55.30 245
8003
1,138
C
1500 -1600
6800 315
930
1,245
E
1600 -1700
55.30 199
970
1,169
0
1700 -1800
$5.30 213
910
1,123
D
1800 -1900
$5.30 275
765
1,1)10
0
1900 - 2000
$225 215
596
811
C
&Express
Lanes
13
Eastbound PM Peak - County Line to I-15 South
Monday
00/02119
Tuesday
09/03119
Wednesday
0904.+19
Thursday
09/05/19
Friday
09/0619
PM Time
Price NOV
50V
Vol.
LDS
Price
NOV
50V
Vol.
L05
Price
NOV
50V
Vol. LDS
Price
NOV
SOV
Vol.
LDS
Price
NOV
50V
Vol.
LOS
1400-1500
51.95
113
167
280
A
52.95
126
704
830
C
52.95
129
771
900 C
55.30
143
768
911
C
55.30
146
656
802
C
1500 . 1600
51.95
115
161
276
A
52.95
155
56B
723
B
85.30
163
632
795 B
$5.30
146
597
743
B
52.95
143
437
580
B
1600 - 1700
51.95
87
163
250
A
52.95
92
663
755
B
52.95
99
605
704 B
$2.95
123
556
679
B
52.95
152
581
733
B
1700 - 1200
S1.95
99
150
249
A
52.95
107
561
668
B
52.95
127
563
090 B
$2.95
133
636
769
B
1.95
124
56
690
B
1800-1900
51.95
130
144
274
A
82.95
126
584
710
B
52.95
151
611
762 B
$2.95
142
587
729
B
52.95
129
525
654
B
1900 -2000
51.95
143
160
303
A
12.95
130
546
676
B
52.95
165
502
667 B
$2.95
16B
567
735
B
112.95
163
484
647
B
Monday
09/09/19
Tuesday
09110119
Wednesday
0911/19
Thursday
09/12/19
Fritlay
09/13/19
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
50V
Vol.
LOS
Price
HOV
SOV
Vol. LOS
Price
HOV S0V
Vol.
LOS
Price
HOV
9DV
Vol.
LDS
1400 - 1500
52.05
126
691
817
C
52.95
138
731
869
C
5e.95
149
789
038 C
55.34
126 761
887
C
55.30
167
764
931
C
1500 . 1600
52.95
177
650
827
C
12.95
178
635
813
C
55.30
183
627
810 C
55.30
144 645
789
B
52.95
143
521
664
B
1600 . 1700
52.95
134
645
779
B
52.95
85
672
757
B
S2.95
122
601
723 B
$2.95
101 589
690
B
52.95
125
652
777
B
1700-1000
52.95
125
554
679
B
52.95
85
616
701
B
52.95
118
554
672 B
$2.95
104 537
641
B
S2.95
142
66B
810
C
1800-1900
52.95
137
4133
620
B
52.95
122
543
665
B
52.95
166
562
728 B
$2.95
133 612
745
B
32.95
144
677
821
C
1900 - 2000
52.95
123
392
515
B
52.95
136
543
679
B
S2.95
161
552
713 B
$2.95
152 653
805
C
32.95
194
608
802
C
Monday
09116119
Tuesday
09117119
Wednesday
0918119
Thursday
09/19/19
Friday
09.20119
PM Time
Price HOV
50V
Vol_
LOS
Price
HOV
50V
Vol-
LOS
Price
HOV
SOV
Vol- LOS
Price
HOV
SOV
Vol_
LOS
Price
HOV
50V
Vol-
LOS
1400-1500
52.95
129
638
767
B
52.95
125
690
815
C
52.95
143
801
944 C
55.30
117
737
854
C
55.30
164
694
858
C
1500 - 1600
52.95
143
647
790
B
12.95
128
675
803
C
S5.30
151
605
756 B
$5.30
127
664
791
B
52.95
166
594
760
B
1600. 1700
52.95
114
560
674
B
$2.95
115
695
810
C
S2.95
88
647
735 B
$2.95
86
618
704
B
52.95
108
584
692
B
1700 - 1200
S2.95
100
618
718
B
$2.95
96
584
680
B
52.95
112
606
718 B
$2.95
94
579
673
B
V.95
121
624
745
B
1800 - 1900
52.95
140
524
664
B
$2.95
123
686
759
B
52.95
129
589
718 B
$2.95
123
542
665
B
12.95
146
663
809
C
1900-2000
52.95
104
365
403
B
$2.95
158
491
649
B
52.95
138
599
737 B
$2.95
113
569
742
B
52.95
158
569
727
B
Monday
09/23119
Tuesday
09/24/19
Wednesday
0925119
Thursday
09/26/19
Friday
09127119
PM Time
Price
HOV
80V
Vol_
LOS
Price
HOV
5OV
Vol-
LOS
Price
HOV
SDI/
Vol- LOS
Price
HOV
50i1
VoL
LOS
Price
HOV
9V
Vol-
LOS
1400 - 1500
52.25
123
647
770
B
52.95
118
749
867
C
52.95
149
840
689 C
55.34
1D
819
948
C
55.30
162
768
930
C
1500 - 1600
52.95
148
687
835
C
52.95
143
643
786
B
55.30
167
657
824 C
55.30
150
690
840
C
52.95
172
630
802
C
1600. 1700
52.95
102
638
740
B
52.95
97
654
751
B
S2.95
73
626
039 B
52.95
125
679
804
C
52.95
111
623
734
B
1700 . 1000
52.95
126
503
695
B
52.95
104
579
683
B
S2.95
110
620
730 B
$2.95
96
515
611
B
32.95
101
591
692
B
1800 - 1900
52.95
179
552
731
B
52.95
103
572
675
B
52.95
141
598
739 B
$2.95
140
617
757
B
32.95
135
544
679
B
1900-2000
52.95
121
493
524
B
52.95
142
633
775
B
52.95
146
600
746 B
$2.95
141
545
6E6
B
52.95
130
388
518
B
Monday
09130119
Tuesday
16101119
Wednesday
1902/19
Thursday
10103119
Friday
10104119
PM Time
Price HOV
50V
Vol_
LOS
Price NOV
50V
Vol. LDS
Price NOV
SOV
Vol-. LOS
Price HOV
SOV
Vol. LDS
Price
HDV
50V
Vol. LOS
1400 -1500
3295 110
656
766
B
1500 -1600
S295 148
738
886
C
1600 -1700
52 55 102
634
736
B
1700 -1000
3296 111
673
784
B
1800 . 1900
5295 143
550
702
B
1900 - 2000
3295 129
399
525
B
&Express
Lanes
14
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak -McKinley to County Line
6londay
49/02117
Tutsday
09103.,17
Wednesday
09104117
Thursday
09105117
Friday
09106/17
AM Tme
Price HDV SOV
Vol.
LOS
Price HDV SOV
Vol.
LOS
Price
hOV SOV
Vol.. LDS
Price
HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400-05110
81.55
17
29
46
A
$9.45 449
1,071
1,520
F
5:.45
514 1,174
1,6
F
$9.45
504 1,074
1,578
F
$5.30
433 704
1,137
C
0500-0609
$1.56
39
64
103
A
$21.45 640
959
1,599
F
$18.40
581 706
1,287
E
$18.15
496 627
1,123
D
$10.85
540 1,025
1,565
F
0500-0700
$1.55
30
63
93
A
$18.10 355
793
1,145
0
$18.05
440 938
1,378
F
$18.05
549 998
1,547
F
$10.10
536 1,158
1,694
F
0700-0800
$1.55
89
133
222
A
$15.00 405
1,225
1,630
F
$15.75
384 1,136
1,520
F
$13.95
434 1,239
1,733
F
87.95
377 1,244
1,621
F
0800-0900
81.55
159
255
414
a
$10.10 252
1,386
1,638
F
$10.10
247 1,346
1,593
F
$10.85
297 1,515
1,812
F
$6.95
240 1,216
1,456
F
0900-1000
$2.25
238
327
565
B
$7.95 185
1,320
1,505
F
$6.95
175 1,311
1,486
F
$7.95
172 1,223
1,395
F
$4.20
168 912
1,080
t}
Monday
09109/17
Tuesday
09110/11
Wednesday
09111117
Thursday
09112/17
Friday
09113117
AM Tme
Price HDV SOV
Vol.
LOS
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LDS
Price NOV SOV
Vol. LDS
Price
HOV SOV
Vol.
LOS
0400-0500
$9.45
504
1,074
1,578
F
$9.45 440
1,029
1,469
F
$9.45
482 1,049
1,531
F
$9.45 481
1,067
1,548
F
$5.30
416 725
1,141
t}
0500-0600
$21.90
591
805
1,396
F
$21.45 704
1,005
1,709
F
$18.40
566 721
1,287
E
$18.15 614
757
1,371
F
$10.85
530 986
1,516
F
0600-0700
$20.20
428
832
1,260
E
$18.10 368
751
1,119
❑
$18.05
495 943
1,438
F
$18.05 476
963
1,444
F
$10.10
493 1,172
1,665
F
0700-0800
315.00
425
1,238
1,663
F
$15.00 443
1,203
1,646
F
$15.75
425 1,180
1,605
F
$13.95 404
1,235
1,699
F
$7.95
392 1,228
1,620
F
0800-0900
510.10
271
1,426
1,697
F
$10.10 275
1,420
1,695
F
$10.10
266 1,432
1,698
F
$10.85 205
1,422
1,627
F
$6.95
201 1,186
1,387
F
0900-1004
56.95
161
1,155
1,316
E
$7.95 169
1,238
1,377
F
$6.95
210 1,156
1,366
F
$7.95 138
1,186
1,324
E
$4.20
134 877
1,011
0
Monday
09116117
Tuesday
09?17+17
Wednesday
09118117
Thursday
09/19117
Friday
09/28117
AM Tme
Price
HOV SOV
Vol.
LOS
Price
I-0V SOV
Vol.
LOS
Price
HOV SOV
Vol. LOS
Price
HDV SOV
VoL LOS
Price
HOV SOV
Vol.
LOS
0400-0500
$9.45
483 1,082
1,565
F
$9.45
483 1,073
1,556
F
55.45
530 1,123
1,653
F
$9.45
473 1,088
1,561
F
$5.30
415 651_
1,106
C
0500-0600
$21.90
563 779
1,342
E
$21.45
693 963
1,656
F
$18.40
535 695
1,230
E
$18.15
543 669
1,212
E
$10.85
538 1,042
1,580
F
0600-0700
820.20
432 836
1,268
E
$18.10
397 784
1,181
0
$18.05
492 886
1,378
F
$18.05
481 942
1,423
F
$10.10
523 1,214
1,737
F
0700-0800
$15.00
402 1,265
1,667
F
$15.00
401 1,235
1,636
F
$15.75
449 1,256
1,705
F
$13.95
416 1,285
1,701
F
$7.95
380 1,236
1,616
F
0800-0909
$10.10
170 1,396
1,566
F
$10.10
191 1,440
1,631
F
$10.10
190 1,427
1,617
F
$10.85
152 1,456
1,608
F
86.95
147 1,220
1,367
F
0900-1000
$6.95
176 1,091
1,267
E
$7.95
154 1,198
1,352
F
$6.95
171 1,303
1,474
F
$7.95
152 1,237
1,389
F
$4.20
159 954
1.113
0
Monday
09/23/17
Tuesday
09124717
Wednesday
09125117
Thursday
09126117
Friday
09l27/17
AM Tme
Price POV SOV
Vol.
LDS
Price HOV SOV
Vol.
LDS
Price
IOV SOV
Vol.
LDS
Price IOV SOV
Vol. LDS
Price
HOV SOV
Vol.
LDS
0400-0500
59.45
439
1,132
1,571
F
$9.45 368
1,265
1,633
F
$9.45
422 1,160
1,582
F
$9.45 492
1,077
1,569
F
$5.30
389 735
1,124
L.
0500 -0600
521.90
458
917
1,375
F
$21.45 601
994
1,595
F
$18.40
428 804
1,232
E
$18.15 509
817
1,326
E
$10.85
435 959
1,394
F
0600-0700
520.20
324
948
1,272
E
$18.10 348
836
1,184
0
$18.05
134 939
1,373
F
$18.05 370
976
1,346
E
$10.10
434 1,218
1,652
F
0700 -0800
$15.00
289
1,268
1,557
F
$15.00 310
1,394
1,704
F
$15.75
325 1,255
1,580
F
$13.95 378
1,205
1,583
F
87.95
322 1,337
1,659
F
0800-0900
$10.10
119
1,502
1,621
F
$10.10 148
1,451
1,599
F
$10.10
185 1,507
1,692
F
$10.85 228
1,414
1,642
F
86.95
169 1,167
1,336
E
0900-1000
$6.95
136
1,099
1,235
E
$7.95 195
1,267
1,462
F
$6.95
191 1,297
1,41J
F
$7.95 176
1,195
1,371
F
$4.20
208 740
948
C
Monday
09)30/17
Tuesday
10i01117
Wednesday
10/02i17
Thursday
10/03/17
Friday
10104117
AM Tme
Rice
HOV SOV
Vol. LDS
Price
HOV SOV
Vol. LOS
Price HOV SOV
Vol. LDS
Price
HOV SOV
Vol. LOS
Price
HDV SOV
Vol. LOS
0400-0500
59.45
482 1,112
1,594 F
0500-0600
521.90
443 933
1,346 E
0500-0700
$20.20
343 906
1,249 E
0700-0800
$15.00
261 1,323
1,584 F
0800-0900
$10.10
92 1,487
1,579 F
0900 -1000
$6.95
195 1,121
1,316 E
&Express
Lanes
15
Westbound AM Peak -1-15 North to County Line
Monday
09/02119
Tuesday
09103119
Wednesday
09104i19
Thursday
09105119
Friday
09/06i19
AM Time
Price HOV SOV
Vol.
LOS
Price HOV SOV
Vol.
LDS
Price
HOV SOV
Vol.
LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
LOS
0400-0500
51.95
30
27
57
A
$5.30 292
782
1,074
0
$5.30
292 735
1,027
0
55.30 288
726
1,014
0
$2.95
217 642
859
C
0500-0600
51.95
33
78
111
A
;17.25 404
1,027
1,431
F
$15.55
439 1,017
1,456
F
$14.15 411
938
1,349
E
86.85
352 836
1,188
D
0600-0700
51.95
30
86
116
A
817.55 363
1,036
1,374
E
$19.65
386 1009
1,386
E
$14.50 321
895
1,216
E
$6.85
330 986
1,316
E
0700-0800
51.95
49
95
144
A
$13.45 271
1,129
1,400
E
$12.45
256 1,173
1,423
F
$11.40 281
1,233
1,514
F
86.85
217 994
1,211
E
0800-0900
51.95
68
159
227
A
$8.85 172
1,254
1,426
F
$925
172 1,330
1,502
F
$8.85 157
1,155
1,312
E
$5.30
152 915
1,067
D
0900 -1000
51.95
154
246
400
A
$5.30 122
962
1,084
D
$5.30
110 975
1,085
D
$5.30 116
840
956
C
$2.95
103 674
777
B
Monday
09109119
Tuesday
09110/19
Wednesday
09111119
Thursday
09112/19
Friday
09113119
AM Time
Rice HOV SOV
Vol.
LOS
Price HOV SOY
Vol.
LOS
Price
HOV SOV
Vol LDS
Price
NOV SOV
Vol. LOS
Price
HOV SOY
Vol. 1OS
0400-0500
$6.85
301
790
1,091
D
55.30 296
758
1,054
D
$5.30
306 727
1,033
D
$5.30
297 791
997
C
$2.95
259 639
898
C
0500-0600
$18.00
440
1,003
1,443
F
$17.25 444
1,017
1,461
F
$15.55
472 1,043
1,515
F
$14.15
433 1,024
1,457
F
46.85
376 823
1,199
D
0600 -07110
$19.35
366
997
1,363
E
$17.55 370
1,000
1,370
E
$19.65
358 1,012
1,370
E
$14.50
384 1,039
1,423
F
$6.85
317 966
1,283
E
0700-0800
$12.80
287
1,209
1,496
F
$13.45 313
1,221
1,534
F
$12.45
294 1,237
1,531
F
$11.40
305 1,202
1,507
F
$6.85
228 974
1,202
E
0800-0900
$8.85
175
1,155
1,330
E
$8.85 177
1,390
1,567
F
$6.85
174 1,266
1,440
F
$8.85
145 1,250
1,395
E
$5.30
131 146
1,027
D
0900-1000
$5.30
109
855
964
C
$5.30 118
918
1,036
D
$5.30
133 990
1,123
C
$5.30
99 907
1,006
D
42.95
67 672
739
B
Monday
09/16119
Tuesday
09/17719
Wednesday
09118119
Thursday
09119119
Friday
09/20119
AM Tme
Price
HDV SOV
Vol.
LDS
Price
HDV SOV
Vol.
LDS
Price
HDV SOY
Vol.
LDS
Price
HDV SDV
Vol. LDS
Price
HDV SDV
Vol.
LDS
0400-0500
$6.85
297 787
1,084
0
$5.30
214 730
1,014
0
$5.30
303 782
1,085
0
$5.30
287 727
1,014
0
$2.95
251 628
879
C
0500-0600
$18.00
412 985
1,397
E
$17.25
427 1,032
1,429
F
$15.55
424 1,027
1,451
F
$14.15
438 1,034
1,472
F
$6.85
350 869
1,219
E
0600-0700
$19.35
389 1,001
1,390
E
$17.55
374 1,024
1,398
E
$19.65
374 1,034
1,408
F
$14.50
397 1,067
1,464
F
$6.85
327 1,004
1,331
E
0700-0800
$12.80
239 1,210
1,509
F
$13.45
302 1,211
1,513
F
$12.45
293 1,220
1,513
F
$11.40
286 1,241
1,527
F
$6.85
227 962
1,189
D
0800-0900
$8.85
141 1,168
1,309
E
$8.85
118 1,384
1,502
F
$625
155 1,266
1,421
F
$8.85
79 1,166
1,245
E
$5.30
101 945
1,046
D
0900 -1000
$5.30
111 767
878
C
$5.30
101 977
1,078
D
$5.30
92 939
1.031
1)
$5.30
90 928
1,018
D
$2.95
93 661
754
B
Monday
09/23I19
Tuesday
09I24/19
Wednesday
09125119
Thursday
0926'19
Friday
09/27119
AM Tme
Rice HDV SOY
Vol. LOS
Price HOY SOY
Val. LOS
Rice
.HOV SDV
Vol LOS
Rice HOY SW
Val. LOS
Price
HOV SOY
Vol.
LDS
0400-0500
$6.85
243
829
1,072
D
$5.30 225
880
1,105
D
$5.30
241 836
1,077
D
$5.30 299
751
1,050
D
$2.95
238 664
902
C
0500-0600
$18.00
316
1,217
1,533
F
$17.25 369
1,070
1,439
F
$15.55
324 1,177
1,501
F
$14.15 375
1,101
1,476
F
56.85
268 857
1,125
5
MOO -0700
$19.35
280
1,129
1,409
F
$17.55 349
1,070
1,419
F
$19.65
304 1,090
1,394
E
$14.50 310
1,109
1,419
F
46.85
315 1,149
1,164
F
0700-0800
$12.80
195
1,271
1,466
F
$13.45 211
1,305
1,516
F
$12.45
210 1,258
1,468
F
$11.40 263
1,253
1,516
F
56.85
205 1,032
1,237
E
0800-0900
$8.85
113
1,312
1,425
F
$8.85 93
1,330
1,423
F
46.85
118 1,353
1,471
F
$8.85 170
1,364
1,534
F
$5.30
113 875
988
C
0900-1000
85.30
88
108
986
C
$5.30 106
1,060
1,166
D
$5.30
111 978
1,081
D
$5.30 118
852
970
c
$2.95
125 659
784
B
Monday
09/30/19
Tuesday
10101/19
Wednesday
10102119
Thursday
10103119
Friday
10/04119
AM Tme
Rice HOV SDV
Vol.
LOS
Price HDV SOV
Vol. LDS
Rice HOV SOV
Vol. LOS
Price HOV SDV
Vol. LDS
Price
HDV SDV
Vol. LDS
0400-0500
$6.85 254 834
1,088
D
0500-0600
$18.00 308 1,167
1,475
F
0600-0700
$19.35 287 1,122
1,409
F
0700-0800
$12.80 199 1,220
1,419
F
0800-0900
$8.85 59 1,284
1,343
E
0900-1000
$5.30 91 819
910
C
ell?, Express
Lanes
16
CTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 85 calls during the month of
September. Of those calls, 71 were to assist disabled vehicles, 6 were to remove debris,
and 8 were in response to accidents.
6C Transponder Technology
Planning for the transition to the new transponder technology is underway. The lane
systems have been upgraded. Changes to the back -office system to process the new
transponders and make changes to the customer account plans are being finalized and
will be released to the customer along with the new sticker transponders in December of
this year. A series of customer communication has been developed and will be mailed or
emailed to customers over a period of several months.
(PJ LanesExpress
17
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 9/30/2019
YTD Variance
Description
Actual' Budget
Dollar $ Percent (%)
1
Operating revenues:
Toll Revenue
$ 15,169,825.81
$ 9,147,275.00
$ 6,022,550.81
65.8
Fee Revenue
2,009,382.91
1,320,075.00
689,307.91
52.2
Total operating revenues
17,179,208.72
10,467,350.00
6,711,858.72
64.1
iiiiiiiiiiiiiiiii■ 1
Operating expenses:
Salaries and Benefits
241,854.05
338,350.00
96,495.95
28.5
Legal Services
36,291.03
87,500.00
51,208.97
58.5
Advisory Services
3,008.33
18,750.00
15,741.67
84.0
Audit and Accounting Fees
-
11,750.00
11,750.00
100.0
Service Fees
(567.66) 2
6,500.00
7,067.66
108.7
Other Professional Services
(11,452.10) 2
368,975.00
380,427.10
103.1
Lease Expense
56,465.41
64,125.00
7,659.59
11.9
Operations
950,662.70
907,125.00
(43,537.70)
(4.8)
Utilities
(1,229.96) 2
15,625.00
16,854.96
107.9
Supplies and Materials
178.95
1,250.00
1,071.05
85.7
Membership and Subscription Fees
6,148.25
6,250.00
101.75
1.6
Office Equipment & Furniture (Non -Capital)
-
1,250.00
1,250.00
100.0
Maintenance/Repairs
45,290.68
87,450.00
42,159.32
48.2
Training Seminars and Conferences
-
1,125.00
1,125.00
100.0
Transportation Expenses
79.84
1,875.00
1,795.16
95.7
Lodging
840.90
1,750.00
909.10
51.9
Meals
302.88
250.00
(52.88)
(21.2)
Other Staff Expenses
123.00
250.00
127.00
50.8
Advertising
(2,950.50) 2
47,500.00
50,450.50
106.2
Program Management
13,773.73
-
(13,773.73)
N/A
Program Operations
1,927,759.33
2,664,175.00
736,415.67
27.6
Litigation Settlement
-
2,500.00
2,500.00
100.0
Furniture & Equipment
(0.16) 2
187,500.00
187,500.16
100.0
Improvements
16,032.27
4,025.00
(12,007.27)
(298.3)
Bad Debt Expense
(1.40)
-
1.40
N/A
Total operating expenses
3,282,609.57
4,825,850.00
1,543,240.43
32.0
Operating income (loss)1 13,896,599.15 5,641,500.00 8,255,099.15 146.3
Nonoperating revenues (expenses):
Interest Revenue
578,455.37
380,525.00
197,930.37
(52.0)
Other Miscellaneous Revenue
580,497.11
-
580,497.11
N/A
Interest Expense
(5,393,267.00)
(1,779,975.00)
(3,613,292.00)
203.0
Total nonoperating revenues (expenses)
(4,234,314.52)
(1,399,450.00)
(2,834,864.52)
(202.6)
Transfers In
-
-
-
N/A
Transfers Out
-
(764,875.00)
764,875.00
(100.0)
Net income (loss)i $ 9,662,284.63 1 $ 3,477,175.00 1 $ 6,185,109.63 I 177.9
' Unaudited
2 Negatives are the result of FY2018/19 accruals
&Express
Lanes
i8
JOINT AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING September 30, 2019
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
723,414
473,075
65%
$ 1,854,653
RCTC
712,047
473,075
66%
$ 3,536,922
1-15
306,579
208,441
68%
$ 1,534,134
McKinley
405,468
264,634
65%
$ 2,002,788
Eastbound
OCTA
754,167
420,146
56%
$ 2,585,695
RCTC
588,243
420,146
71%
$ 1,824,444
1-15
220,731
168,220
76%
$ 473,835
McKinley
367,512
251,926
69%
$ 1,350,609
JOINT AGENCY TRAFFIC STATISTICS
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
1
L
Joint Agency Traffic Statistics
71%
OCTA RCTC OCTA RCTC
Westbound Eastbound
I OCTA Transactions I RCTC Transactions I% of OCTA Transactions Using Both Segments I% ofRCTC Transactions Using Both Segments
r Express
1 Lanes
19
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
Reporting
Period
PERFORMANCE STANDARD
Sep-1
Perform ance
CUSTOM ER SERVICE
Call Wait Time
Abandon Rate
Monthly
Not to exceed 2 minutes
Customer Satisfaction
MorrtNy No more than 4.0%
Monthly
1.48
2.7%
At least 75 outbound cals
76
VIOLATION PROCESSING
Response Time
CUSA Violation Collection Rate
CUSA Violation Collection Rate
Monthly
Quarterly
Annually
Within 2 business days of receipt
.............................................................................................................
70% or more
74 % or more
71%
TRAFFIC OPERATIONS
Initial & Secondary Review s
...............................
x Plate Misread Errors
CAS Response Time
Monthly
Monthly
Monthly
Equal to or less than 15 days
................................................................................
Equal to or less than 0.4%
.....................................................................................
0:20 (minutes) per call
ACCOUNTING
OCTA Exceptions
ROTC Exceptions
Monthly
Monthly
No more than 3
No more than 3
INFORMATION TECHNOLOGY
Back -office System Uptime
Netw ork Uptime
Monthly 99% Availability
Monthly 99% Availability
100%
100%
C USA = Cofiroute USA; CAS=OCT A Customer Assistance Specialists
* Plate M isread Error performance is c urrent after a 60-day hold-bac k period; therefore, percentage reported here is for 2 months prio r to the
month of this report_
JOINT AGENCY TRANSPONDER DISTRIBUTION
TRANSPONDER DISTRIBUTION
Issued
To New Accounts
..................................
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
1:640 54.795 1:586
.................................................. :
865 28.395 889 29.2%
492 16.4 % 567 18.6%
2,997 ..............3,042..
Returned
........................
Account Closures
Accounts Dow nsizing
Defective Tra ns p onders
3,038
1,556
51.2%
.............................
29.3%
591 19.4%
1
ti Express
1 Lanes
20
At the end of September 2019, the 91 Express Lanes had 149,806 active customer
accounts, and 228,436 transponders classified as Assigned.
Number of Accounts by Fiscal Year
As of September 30, 2019
160,000 -
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000
90,000 -
80,000 -
70,000 -
60,000
130,048
114,556 114,138
119,782
116,813
112,584 112,473 112,929 113,672
f"B r
1
�tio• ^• , oltiti tio1oy�▪ ti�o1• �ti
Fiscal Year
ti
Incoming Email Activity
During September, the Anaheim Processing Center received 3,608 emails.
&Express
Lanes
21
ATTACHMENT 4
Orange County Transportation Authority
OCTA Riverside County Transportation Commission
et Exams
fines
Status Report
October 2019
As of October 31, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 10
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 15
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
115111Express
1 Lan
2
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the OCTA 91 Express Lanes for October 2019 was 1,527,291.
This represents a daily average of 49,267. This is a 1.5% increase in total traffic volume
from the same period last year, which totaled 1,505,256. Potential toll revenue for the
month was $4,789,084, which represents an increase of 5.1% from the prior year's total
of $4,557,905. Carpool percentage for the month was 23.54% as compared to the
previous year's rate of 24.57%.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of October 2019.
Current Month -to -Date (MTD) as of October 31, 2019
Trips
Oct-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Oct-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
1,167,703
1,154,999
12,704
1.1%
1,135,413
2.8%
3+ Lanes
359,588
313,294
46,294
14.8%
369,843
(2.8%)
Total Gross Trips
1,527,291
1,468,293
58,998
4.0%
1,505,256
1.5%
Revenue I=I
Full Toll Lanes
$4,718,326
$4,782,171
($63,845)
(1.3%)
$4,480,483
5.3%
3+ Lanes
$70,758
$87,220
($16,461)
(18.9%)
$77,422
(8.6%)
Total Gross Revenue
$4,789,084
$4,869,390
($80,306)
(1.6%)
$4,557,905
5.1%
Average Revenue per Trip
Average Full Toll Lanes
$4.04
$4.14
($0.10)
(2.4%)
$3.95
2.3%
Average 3+ Lanes
$0.20
$0.28
($0.08)
(28.6%)
$0.21
(4.8%)
Average Gross Revenue
$3.14
$3.32
($0.18)
(5.4%)
$3.03
3.6%
&Express
Lanes
3
The 2020 fiscal year-to-date traffic volume increased by 2.1% and potential toll revenue
increased by 3.4%, when compared with the same period last year. Year-to-date average
revenue per -trip is $3.01.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the months of July 2019 through
October 2019.
FY 2019-20 Year to Date as of October 31, 2019
Trips
FY2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
4,499,877
4,470,930
28,947
0.6%
4,415,720
1.9%
3+Lanes
1,596,588
1,353,726
242,862
17.9%
1,557,263
2.5%
Total Gross Trips
6,096,465
5,824,655
271,810
4.7%
5,972,983
2.1%
Revenue
Full Toll Lanes
$18,049,821
$18,610,940
($561,119)
(3.0%)
$17,424,865
3.6%
3+ Lanes
$289,703
$339,304
($49,601)
(14.6%)
$305,727
(5.2%)
Total Gross Revenue
$18,339,524
$18,950,244
($610,720)
(3.2%)
$17,730,593
3.4%
Average Revenue per Trip
Average Full Toll Lanes
$4.01
$4.16
($0.15)
(3.6%)
$3.95
1.5%
Average 3+ Lanes
$0.18
$0.25
($0.07)
(28.0%)
$0.20
(10.0%)
Average Gross Revenue
$3.01
$3.25
($0.24)
(7.4%)
$2.97
1.3%
Express
Lanes
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
1,800,000
1,600,000
1,400,000
1,200,000
E 1,000,000
0 800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000
$4, 500,000
$4,000,000
$3 500.000
$3, 000,000
$2, 500.000
FY 2019-20 Revenue Summary
75,879
$4,595,283 $4,718,326
34,362,568 $4,373,645
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
■Full Toll Lanes •3+ Lanes
&Express
Lanes
5
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 21 times during the month of October 2019. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 85% of defined capacity.
OCTA EASTBOUND PEAK -HOUR VOLUMES
Monday
09130'19
Tuesday
10101/19
Wednesday 10'02'19
Thursday
10103/19
Friday
10104119
PM Time
Price HOV
Vol. Cap.
Price HCN
Vol
Cap.
Price HOY Vol.
Cap
Price
HOY
Vol.
Cap.
Price
HOV
VoL
Cap.
1400. 1500
55.15 419
2924
86%
$5.15 468 3,028
89%
96.70
482
3152
93%
57.10
489
3,169
93%
1500 - 160C
$5.75 657
2741
81%
$7.75 651 2,866
84%
$6.75
630
3,020
89%
59.15
682
2650
78%
1600. 17CC
85 50 397
2878
85%
57.50 475 3.113
92%
5830
456
2610
77%
68 95
461
2742
81%
1700. 180C
5540 481
2921
8668
S6 40 513 3030
89%
58 27
482
2872
84%
57 05
535
2849
84%
180D - 190C
$3.95 683
2950
87%
$3.95 680 3,027
8968
54.85
647
3090
91%
96 55
707
2912
86%
1900 - 2000
$3.85 651
2555
76%
83.85 588 2.298
68%
55.60
612
2373
70%
$6.05
616
2114
62%
Monday
10107/19
Tuesday
10/08/19
Wednesday)
190919
Thursday
10/10/19
Friday
10111/19
PM Time
Price HCN
Vol.
Cap.
Price HOY
Vol
Cap.
Price HOY Vol.
Cap.
Price
HOY
Vol.
Cap.
Price
HOY
Vol
Cap.
1400 - 1500
$5.15 423
2.553
75%
$5.15 442
2947
87%
S5.15
433
3.015
8968
56.70
468
3,151
93%
S7.10
559
3,231
95%
1505. 1600
55.50 626
2,953
87%
5575 644
2831
83%
57 75
605
2848
84%
56 75
645
2979
88%
59 15
701
2666
78%
1600. 1700
$5.35 469
3,015
89%
55.50 436
2945
87%
57 50
411
2,711
8068
58 30
342
1,786
52%
58 95
458
2646
78%
1700 - 1800
$5.30 499
2,982
88%
$8 40 544
3,106
91%
56.40
452
2827
83%
$8 20
519
2897
85%
$7.05
517
2681
79%
1800. 1900
85.50 624
2.678
79%
S395 651
3.022
=4 %
$3 95
649
2938
86%
54 85
615
2790
82%
56 55
693
2851
84%
1900.2000
$3.85 478
1,866
55%
5385 554
2304
68%
53 85
684
2679
79%
55 60
709
2817
83%
56 05
629
2181
64%
Monday
10114/19
Tuesday
10115119
Wednesday
10116119
Thursday
10/17/19
Friday
10/18119
PM lime
Price HCN
Vol.
Cap.
Price HCN
Vol
Cap.
Price HOY Vol.
Cap
Price
HOY
Vol.
Cap.
Price
HOV
VoL
Cap.
1400.1500
5515
422
2,427
71%
5515 426
2859
84%
5515
424
2.945
87%
56.70
469
3,269
96%
57.10
480
1206
9468
1500. 1600
5550
931
3,141
92%
$575 622
2724
82%
57 75
586
2.855
84%
55 75
586
3007
89%
$9 15
657
2627
77%
1600. 1700
S5.35
450
2.872
84%
5550 394
2741
81%
57 50
420
2890
85%
$8 30
402
2597
76%
58 95
398
2664
78%
1700. 1800
55 30
455
2,989
88%
55.40 465
2890
86%
56 40
470
2,991
8855
58 20
492
2945
87%
8788
516
2718
8035
180D - 1900
55 50
605
2,466
73%
$3.95 685
3.040
8968
53.95
703
3,080
91%
54.05
698
3,101
9168
$6 55
636
2759
81%
1900 - 2000
5385
506
1.612
47%
$3.85 632
2521
74%
5385
612
2.188
64%
55.60
601
2428
71%
56 05
653
2290
67%
Monday
10121119
Tuesday
10122/19
Wednesday
10123/19
Thursday
10124119
Friday
10125/19
PM Time
Price HCN
Vol.
Cap.
Price HCN
Vol
Cap.
Price HOY Vol.
Cap
Price
HOY
Vol.
Cap.
Price
HOY
VoL
Cap.
1400 - 1500
55 15 357
2.615
77%
S515 381
2807
83%
55.15
3E6
2702
1968
56.70
430
3,187
94%
57.10
433
3,145
93%
1500. 1600
55.50 598
2991
88%
55 75 591
2782
82%
57 75
403
1,574
46%
56 75
550
2991
88%
59 15
607
2615
77%
1600. 1700
$5.35 414
2,919
86%
55.50 365
2873
8568
57.50
427
2,739
81%
58 30
375
2596
76%
58 95
426
2810
83%
1700 - 1800
$5.30 494
2.954
87%
$5.40 460
2926
8668
56.40
428
2776
82%
58.20
459
2876
85%
$7.05
472
2815
83%
1800 - 1900
$5.50 596
2.645
7855
5395 604
2980
88%
83 95
590
2.909
8668
$4 85
618
2918
86%
56 55
645
2782
82%
1900.2300
5385 516
1,910
56%
5385 621
2506
74%
5385
682
2932
86%
5560
322
1,315
3915
5605
661
2300
6868
Monday
10128119
Tuesday
10/29/19
Wednesday 10130119
Thursday
10131119
Friday
11101119
PM lime
Price HO/
Vol.
Cap.
Price HCN
Vol.
Cap.
Price HOV Vol.
Cap
Price
HOV
Vol.
Cap.
Price
H/V
Vol. Cap.
1400.1500
5515 388
2645
78%
5515 365
2833
8368
$5.15 419 3,174
93%
$5.70
386
3.237
95%
1500 - 1600
55.50 519
2,788
82%
$5.75 587
2776
82%
57.75 565 2,943
87%
56.75
550
3,102
91%
1600 - 1700
S5 35 438
2.816
83%
$5.50 399
2977
88%
$7 50 453 2981
88%
58 30
483
2722
80%
1700.1800
5530 447
3,044
90%
5540 400
2606
77%
S640 418 2.890
85%
5.20
515
3.078
91%
1800.1900
55.50 62
2,972
87%
5195 663
3,065
9068
5395 594 2,832
83%
34.85
577
3,128
921/.
1900 - 2000
$3.85 520
2000
59%
$3.85 639
2588
76%
$3.85 613 2396
70%
$5.60
425
1.651
49 o
,i LanesExpress
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
09130/19 Tuesday
10/01/19
Wednesday 10102119
Thursday
10/03119
Friday
10104119
AM Time
Price HOV
Vol. Cap. Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 799
2,667
78%
$3.05
820 2,513
74%
$3.05
839
2,585
76%
$3.05
716
2,037
60%
0500-0600
$4.95 892
2,629
77%
$4.95
894 2,761
81%
$4.95
919
2,650
78%
$4.70
824
2,429
71%
0600-0700
$5.15 603
2,088
61%
$5.15
632 1,930
57%
$5.15
659
1,994
59%
$4.95
609
2,103
62%
0700-0800
$5.65 426
2,159
64%
$5.65
470 2,214
65%
$5.65
418
2,139
63%
$5.50
418
1,962
58%
0800-0900
$5.15 262
2,080
61%
$5.15
271 2,127
63%
$5.15
283
2,090
61%
$4.95
280
1,999
59%
0900-1000
$4.10 300
2,182
64%
$4.10
285 2,072
61%
$4.10
241
2,090
61%
$4.10
288
1,894
56%
Monday
10/07/19
Tuesday
10/08/19
Wednesday 10/09/19
Thursday
10/10/19
Friday
10111/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 858
2,656
78%
$3.05 778
2,617
77%
$3.05
869 2,617
77%
$3.05
796
2,529
74%
$3.05
696
2,233
66%
0500-0600
$4.95 910
2,592
76%
$4.95 884
2,615
77%
$4.95
858 2,644
78%
$4.95
879
2,748
81%
$4.70
795
2,811
83%
0600-0700
$5.15 516
1,733
51%
$5.15 622
2,029
60%
$5.15
651 1,988
58%
$5.15
602
1,965
58%
$4.95
621
2,413
71%
0700-0800
$5.65 437
2,117
62%
$5.65 458
2,166
64%
$5.65
500 2,237
66%
$5.65
471
2,192
64%
$5.50
451
2,138
63%
0800-0900
$5.15 297
2,207
65%
$5.15 250
2,064
61%
$5.15
298 2,118
62%
$5.15
258
2,112
62%
$4.95
264
1,870
55%
0900-1000
$4.10 300
2,137
63%
$4.10 259
2,117
62%
$4.10
288 2,138
63%
$4.10
270
2,090
61%
$4.10
303
1,868
55%
Monday
10/14119
Tuesday
10/15119
Wednesday 10116119
Thursday
10/17119
Friday
10/18/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 793
2,588
76%
$3.05 816
2,637
78%
$3.05
800 2,639
78%
$3.05
802
2,659
78%
$3.05
637
2,077
61%
0500-0600
$4.95 759
2,356
69%
$4.95 888
2,657
78%
$4.95
881 2,785
82%
$4.95
881
2,717
80%
$4.70
787
2,504
74%
0600-0700
$5.15 562
1,897
56%
$5.15 562
2,021
59%
$5.15
657 2,058
61%
$5.15
618
1,954
57%
$4.95
636
2,103
62%
0700-0800
$5.65 428
2,067
61%
$5.65 497
2,231
66%
$5.65
443 2,208
65%
$5.65
438
2,206
65%
$5.50
411
1,868
55%
0800-0900
$5.15 276
1,839
54%
$5.15 255
2,073
61%
$5.15
297 2,166
64%
$5.15
287
2,128
63%
$4.95
266
1,953
57%
0900-1000
$4.10 312
1,773
52%
$4.10 286
2,249
66%
$4.10
250 1,981
58%
$4.10
251
2,075
61%
$4.10
254
1,658
49%
Monday
10121119
Tuesday
10/22/19
Wednesday 10/23/19
Thursday
10/24119
Friday
10125/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 783
2,593
76%
$3.05 708
2,526
74%
$3.05
799 2,609
77%
$3.05
778
2,545
75%
$3.05
561
1,825
54%
0500-0600
$4.95 840
2,537
75%
$4.95 904
2,681
79%
$4.95
811 2,645
78%
$4.95
865
2,731
80%
$4.70
722
2,439
72%
0600-0700
$5.15 598
2,039
60%
$5.15 581
1,979
58%
$5.15
637 2,027
60%
$5.15
640
2,166
64%
$4.95
667
2,264
67%
0700-0800
$5.65 459
2,068
61%
$5.65 431
2,196
65%
$5.65
507 2,181
64%
$5.65
415
2,081
61%
$5.50
419
1,986
58%
0800-0900
$5.15 261
2,041
60%
$5.15 290
2,209
65%
$5.15
283 2,085
61%
$5.15
270
2,019
59%
$4.95
233
1,876
55%
0900-1000
$4.10 249
1,957
58%
$4.10 202
2,048
60%
$4.10
258 2,129
63%
$4.10
262
2,101
62%
$4.10
228
1,607
47%
Monday
10/28/19
Tuesday
10/29/19
Wednesday 10/30/19
Thursday
10131119
Friday
11/01/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol. Cap.
0400-0500
$3.05 794
2,608
77%
$3.05 811
2,475
73%
$3.05
840 2,623
77%
$3.05
770
2,574
76%
0500-0600
$4.95 791
2,485
73%
$4.95 907
2,721
80%
$4.95
808 2,589
76%
$4.95
876
2,885
85%
0600-0700
$5.15 603
2,053
60%
$5.15 600
2,059
61%
$5.15
661 1,937
57%
$5.15
594
2,200
65%
0700-0800
$5.65 468
2,172
64%
$5.65 445
2,131
63%
$5.65
476 2,156
63%
$5.65
405
2,124
62%
0800-0900
$5.15 274
2,102
62%
$5.15 252
2,105
62%
$5.15
307 2,241
66%
$5.15
228
1,931
57%
0900-1000
$4.10 246
1,935
57%
$4.10 261
2,141
63%
$4.10
326 2,151
63%
$4.10
202
1,778
52%
&Express
Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 123 calls during the month
of October. Of those calls, 100 were to assist disabled vehicles and 15 to remove debris.
There were 8 accidents in the Express Lanes and 2 of those accidents originated in the
SR91 general-purpose lanes that affected the Express Lanes.
Electronic Toll and Traffic Management System Project Update
In October, Kapsch TrafficCom USA, Inc., (Kapsch), the toll lanes system integrator for
the 91 Express Lanes, completed the replacement of the Electronic Toll and Traffic
Management (ETTM) system at the current toll gantries. This new lane system will read
the new 6C transponder protocol as well as the current Title 21 protocol. The next phase
of the project, which begins next calendar year, entails the replacement of the closed-
circuit television cameras along the corridor. New toll gantries will be constructed at the
three entrances of the OCTA 91 Express Lanes after which Kapsch will install new ETTM
equipment on the entrance gantries.
6C Transition Update
In December and over the course of several months, the 91 Express Lanes will be
sending letters to customers notifying them of the transition to the new 6C protocol, as
well as changes to the account plans, user agreement and privacy policy. A new welcome
kit, which includes mounting instructions, has been designed and developed and will be
sent with the new sticker transponders commencing January 2020. It is envisioned the
distribution of the new transponders to all the customers will take place over several
months.
0J1111Express
Lanes8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 10/31/2019
YTD Variance
Description
Actual {1] Budget {1)
Dollar $ Percent l°lo}
Operating revenues:
Toll revenue
$ 16,729,298.72
$ 17,97.5,850.00
$ (1,246,551.28}
(6.9)
Fee revenue
2,443,864.65
1,283,577.00
1,160,287.65
90.4
Total operating revenues
19,173,163.37
19,259,427.00
(86,263.63)
(0.4)
Operating expenses:
Contracted services
2,020,726.37
2,465,680.00
444,953.63
18.0
Administrative fee
944,960.00
946,628.00
1,668.00
0.2
Other professional services
153,860.89
710,358.00
556,497..11
78.3
Credit card processing fees
440,502.85
478,170.00
37,667.15
7.9
Toll road account servicing
777,057.66
791,750.00
569,692.34
72.0
Other insurance expense
124,365.00
249,900.00
125,535.00
50.2
Toll road maintenance supply repairs
64,341.83
191,668.00
127,326.17
66.4
Patrol services
208,962.17
326,540.00
117,577.83
36.0
Building equipment repairs and maint
(13,216.27)
110,368.00
123,584.27
112.0
6C Transponders
-
-
-
N/A
Other services
(16,060.00)
9,582.00
25,642.00
267.6
Utilities
15,316.68
24,492.00
9,175.32
37.5
Office expense
(523.14)
77,636.00
78,159.14
100.7
Bad debt expense
36,996.15
-
(36,996.15)
N/A
Miscellaneous {z.
35,039.59
24,950.00
(10,089.59)
(40.4)
Leases
122,179.00
153,27.2.00
31,093.00
20.3
Total operating expenses 4,359,508.78
r 6,560,994.00
r 2,201,485.22
33.6
Depreciation and amortization {3} 1,191,230.69
-
(1,191,230.69)
N/A
Operating income floss} 13,622,423.90 12,698,433.00 923,990.90 13
Nonoperating revenues lexpenses}:
Reimbursement from Other Agencies
253,638.37
453,125.00
(199,486.63)
(44.0)
Interest income
2,012,477.77
1,265,364.00
747,113.77
59.0
Interest expense
' (1,558,587.39)r
(1,570,688.00)
12,100.61
' 0.8
Other
16,165.63
-
16,165.63
N/A
Total nonoperating revenues lexpenses)
723,694.38
147.801.00
57.5,893.38
(389.6)
Transfers in
-
-
-
N/A
Transfers out
(93,373.44)
(10,000.00)
(83,373.44)
(833.7)
Net income (loss)I $ 14,252,744.84 I $ 12,836,234.00 I $ 1,416,510.84 I 11.0
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
'Miscellaneous expenses include: Bond Insurance Casts, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Capital Asset Activity
During the four months ending October 31, 2019, capital asset activities included $5,920 for the
computer equipment and $97,358 for transponder purchases.
��``''''
14Express
�, Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the RCTC 91 Express Lanes for October 2019 was 1,340,783.
This represents a daily average of 43,251. This is a 2.2% increase in total traffic volume
from the same period last year, which totaled 1,311,938. Potential toll revenue for the
month was $6,346,763, which represents an increase of 29.2% from the prior year's total
of $4,913,634. Carpool percentage for the month was 19.93% as compared to the
previous year's rate of 22.73%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of October 2019.
Current Month -to -Date (MTD) as of October 31, 2019
Trips
OCT-19
MTD
Actual
Stantec
MTD
Projected
#
diiiiimli
%
OCT-18
MTD
Actual
Yr-to-Yr
%
Full Toll Lanes
1,073,571
1,034,686
38,885
3.8%
1,013,705
5.9%
3+ Lanes
267,212
313,543
(46,331)
(14.8%)
298,233
(10.4%)
Total Gross Trips
1,340,783
1,348,229
(7,446)
(0.6%)
1,311,938
2.2%
Revenue
Full Toll Lanes
$6,320,045
$4,098,986
$2,221,059
54.2%
$4,878,737
29.5%
3+ Lanes
$26,718
$0
$26,718
.............
;;;;;;;;;;;;;
$34,897
(23.4%)
Total Gross Revenue
$6,346,763
$4,098,986
$2,247,777
54.8%
$4,913,634
29.2%
Average Revenue per Trip
Average Full Toll Lanes
$5.89
$3.96
$1.93
48.7%
$4.81
22.5%
Average 3+ Lanes
$0.10
$0.00
$0.10
""""""'
1
$0.12
(16.7%)
Average Gross Revenue
$4.73
$3.04
$1.69
55.6 %
$3.75
26.1%
&Express
Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 3.0% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 21.2% higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increased toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.22.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the months of July 2019 through
October 2019.
FY 2019-20 Year to Date as of October 31, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
4,059,461
4,047,486
11,975
0.3%
3,958,575
2.5%
3+ Lanes
1,298,783
1,289,686
9,097
0.7%
1,242,339
4.5%
Total Gross Trips
5,358,244
5,337,171
21,073
0.4%
5,200,914
3.0%
Revenue
Full Toll Lanes
$22,449,234
$15,839,429
$6,609,806
41.7%
$18,501,369
21.3%
3+ Lanes
$149,718
$0
$149,718
''=SS
$142,652
5.0%
Total Gross Revenue
$22,598,953
$15,839,429
$6,759,524
42.7%
$18,644,021
21.2%
Average Revenue per Trip
Average Full Toll Lanes
$5.53
$3.91
$1.62
41.4%
$4.67
18.4%
Average3+Lanes
$0.12
$0.00
$0.12
;;;;;;;;;""
$0.11
9.1%
Average Gross Revenue
$4.22
$2.97
$1.25
42.1%
$3.58
17.9%
r Express
A Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
E
0
1.575,000
1.400,000
1,225,000
1.050,000
875,000
700,000
525,000
350,000
175.000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
■Full Toll Lanes ■3+Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$6,1100,000
$6,400,000
$6,000,000
$5,600,000
tro $5,200,000
$4,4300,000
$4,400,000
$4,000,000
$3,500,000
$3,200,01)0
$2,1300,000
FY 2019-20 Revenue Summary
a_ $26,718
$43,333
i�
845,
R
$6,320,045
$5,588,508 $�
$6,213,966 5,326,713
4119141
Jul-19 Aug-19 Sep-19 Oct-19 Nav-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
■Ful[ Toll Lanes ■3+ Lanes
&Express
Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC evaluates traffic volumes for peak period hours where Express Lanes performance
is degraded quarterly and either increases or decreases tolls. Hours highlighted in green
were increased and hours highlighted in red were decreased. Hours that are highlighted
in yellow were flagged for continued evaluation.
The next quarterly adjustment is scheduled for January 1, 2020.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
09/30/19
Tuesday
10/01/19
Wednesday
10/02119
Thursday
10/03/19
Friday
10/04/19
PM lime
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 •1500
$6.95
238
1,042
1,280
E
$9.00
256
1,048
1,304
F
$11.85 262
1,176
1,438
F
$21.00
288
1,137
1,425
F
1500 •1600
$6.95
343
864
1,207
E
$9.90
337
904
1,241
E
$12.00 314
974
1,288
E
$18.70
390
919
1,309
F
1600 •1700
$5.30
190
939
1,129
D
$5.30
194
986
1,180
D
j7.21196
887
1,083
D
$10.45
235
932
1,167
D
1700 •1800
$5.30
212
839
1,051
D
$5.30
209
920
1,129
D
$5.30 183
819
1,002
D
$6.95
236
927
1,163
D
1800 - 1900
$5.30
288
816
1,104
D
$5.30
297
858
1,155
D
$5.30 276
882
1,158
D
$5.30
339
972
1,311
F
1900 - 2000
$4.20
297
700
997
C
$5.30
242
669
911
C
$5.30 250
739
989
C
$5.30
285
727
1,012
D
Monday
10/07119
Tuesday
10/08/19
Wednesday
10/09119
Thursday
10/10/19
Friday
10/11/19
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 • 1500
$5.30
216
883
1,099
D
$6.95
242
998
1,240
E
$9.00
223
1,054
1,277
E
$11.85
256
1,084
1,340
F
$21.00
387
1,309
1,696
F
1500 •1600
$7.3Ld 344
905
1,249
E
$6.95
330
953
1,283
E
$9.90
307
865
1,172
D
$12.00
312
917
1,229
E
$18.70
572
1,405
1,977
F
1600 - 1700
$5.30
195
928
1,123
D
$5.30
180
929
1,109
D
$5.30
194
852
1,046
D
$7.50
158
770
928
C
$10.45
359
1,432
1,791
F
1700 - 1800
$5.30
219
857
1,076
D
$5.30
212
924
1,136
D
$5.30
200
862
1,062
D
$5.30
197
1,006
1,203
E
$6.95
392
1,278
1,670
F
1800 •1900
$5.30
263
769
1,032
D
$5.30
289
913
1,202
E
$5.30
287
787
1,074
D
$5.30
265
856
1,121
D
$5.30
294
948
1,242
E
1900.2000
$2.25
187
574
761
B
$4.20
217
698
915
C
$5.30
330
787
1,117
D
$5.30
288
834
1,122
D
$5.30
322
738
1,060
D
PM Time
Monday
10/14/19
Tuesday
10/15/19
Wednesday
10/16/19
Thursday
lr
10/17119
Friday
10118/19
1400 - 1500
$5.30
232
941
1,173 D
$6.95
233
1,043
1,276
E
$9.00
219
1,040
1,259
E
$11.85
247
1,151
1,398 F
$21.00
288
1,118
1,406
F
1500 •1600
$7.35
378
1,006
1,384 F
$6.95
308
929
1,237
E
$9.90
258
917
1,175
D
$12.00
270
1,010
1,280 E
$18.70
345
869
1,214
E
1600 • 1700
$5.30
298
1,248
1,546 F
$5.30
168
862
1,030
D
$5.30
192
976
1,168
D
$7.50
162
926
1,088 D
$10.45
222
925
1,147
D
1700 •1800
$5.30
303
1,250
1,553 F
$5.30
208
860
1,068
D
$5.30
202
907
1,109
D
$5.30
194
974
1,168 D
$6.95
222
928
1,150
D
1800 •1900
$5.30
281
851
1,132 D
$5.30
306
835
1,141
D
$5.30
248
869
1,117
D
$5.30
273
905
1,178 D
$5.30
319
926
1,245
E
1900 • 2000
$2.25
229
505
734 B
$4.20
271
705
976
C
$5.30
227
571
798
B
$5.30
259
749
1,008 D
$5.30
301
780
1,081
D
Monday
10/21/19
Tuesday
10122/19
Wednesday
10/23/19
Thursday
10/24/19
Friday
10/25119
PM Time
1400 • 1500
$5.30
189
1,005
1,194 D
$6.95
184
1,024
1,208
E
$9.00
164
978
1,142
D
$11.85
188
1,160
1,348
F
$21.00
266
1,202
1,468 F
1500 •1600
$7.35
298
932
1,230 E
$6.95
287
969
1,256
E
$9.90
177
553
730
B
$12.00
261
951
1,212
E
$18.70
299
875
1,174 D
1600 • 1700
$5.30
195
926
1,121 D
$5.30
179
926
1,105
D
$5.30
245
974
1,219
E
$7.50
186
848
1,034
D
$10.45
208
975
1,183 D
1700 •1800
$5.30
182
835
1,017 D
$5.30
184
827
1,011
D
$5.30
211
869
1,080
D
$5.30
190
792
982
C
$6.95
248
970
1,218 E
1800 - 1900
$5.30
260
768
1,028 D
$5.30
258
810
1,068
D
$5.30
256
805
1,061
D
$5.30
222
842
1,064
D
$5.30
289
1,077
1,366 F
1900 •2000
$2.25
212
561
773 B
$4.20
227
739
966
C
$5.30
309
844
1,153
D
$5.30
173
503
676
B
$5.30
280
893
1,173 D
Monday
10/28/19
Tuesday
10/29/19
Wednesday
10/30/19
Thursday
10/31/19
Friday 11101/19
PM Time
1400 • 1500
$5.30
185
990
1,175
D
$6.95
168
1,015
1,183
D
$9.00
199
1,243
1,442
F
$11.85
207
1,079
1,286
E
1500 - 1600
$7.35
263
926
1,189
D
$6.95
251
960
1,211
E
$9.90
288
1,079
1,367
F
$12.00
287
914
1,201
E
1600 - 1700
$5.30
174
883
1,057
D
$5.30
191
983
1,174
D
$5.30
176
1,036
1,212
E
$7.50
242
870
1,112
D
1700 • 1800
$5.30
161
882
1,043
D
$5.30
173
814
987
C
$5.30
181
957
1,138
D
$5.30
223
1,012
1,235
E
1800 • 1900
$5.30
272
812
1,084
D
$5.30
281
824
1,105
D
$5.30
259
859
1,118
D
$5.30
262
954
1,216
E
1900 • 2000
$2.25
192
598
790
B
$4.20
264
803
1,067
D
$5.30
242
792
1,034
D
$5.30
159
542
701
B
&Express
Lanes
13
Eastbound PM Peak - County Line to 1-15 South
Monday
09/30/19
Tuesday
10/01/19
Wednesday
10/02/19
Thursday
10/03119
Friday
10/04/19
PM lime
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30
104
723
827
C
$5.30
123
761
884
C
$5.30
132
783
915
C
$5.30
149
792
941
C
1500 - 1600
$2.95
160
582
742
B
$2.95
137
676
813
C
$5.30
142
749
891
C
$2.95
166
540
706
B
1600 •1700
$2.95
118
648
766
B
$2.95
107
727
834
C
$2.95
105
568
673
B
$2.95
126
660
786
B
1700 • 1800
$2.95
120
609
729
B
$2.95
102
629
731
B
$2.95
95
638
733
B
$2.95
137
561
698
B
1800 • 1900
$2.95
171
587
758
B
$2.95
154
607
761
B
$2.95
151
627
778
B
$2.95
166
540
706
B
1900 • 2000
$2.95
170
536
706
B
$2.95
152
517
669
B
$2.95
159
515
674
B
$2.95
167
392
559
B
Monday
10/07/19
Tuesday
10/08/19
Wednesday
10/09/19
Thursday
10/10/19
Friday
10/11/19
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$2.95
123
668
791
B
$5.30
127
743
870
C
$5.30
119
705
824
C
$5.30
119
729
848
C
$5.30
119
569
688
B
1500 •1600
$5.30
160
628
788
B
$2.95
144
632
776
B
$2.95
147
668
815
C
$5.30
159
655
814
C
$2.95
23
2
25
A
1600 • 1700
$2.95
94
693
787
B
$2.95
99
665
764
B
$2.95
105
595
700
B
$2.95
80
466
546
B
$2.95
3
1
4
A
1700 •1800
$2.95
105
612
717
B
$2.95
114
622
736
B
$2.95
110
603
713
B
$2.95
121
630
751
B
$2.95
47
120
167
A
1800 - 1900
$2.95
133
559
692
B
$2.95
140
595
735
B
$2.95
152
627
779
B
$2.95
142
589
731
B
$2.95
155
564
719
B
1900 - 2000
$2.95
113
388
501
B
$2.95
136
501
637
B
$2.95
176
611
787
B
$2.95
158
662
820
C
$2.95
171
499
670
B
Monday
10114/19
Tuesday
10/15/19
Wednesday
10/16/19
Thursday
10/17/19
Friday
10/18/19
PM lime
1400 •1500
$2.95
116
605
721
B
$5.30
115
727
842
C
$5.30
118
739
857
C
$5.30
93
807
900
C
$5.30
102
761
863
C
1500 •1600
$5.30
125
555
680
B
$2.95
144
645
789
B
$2.95
120
677
797
B
$5.30
118
706
824
C
$2.95
122
589
711
B
1600 - 1700
$2.95
29
206
235
A
$2.95
109
552
661
B
$2.95
93
661
754
B
$2.95
83
619
702
B
$2.95
105
560
665
B
1700 - 1800
$2.95
11
48
59
A
$2.95
130
602
732
B
$2.95
80
604
684
B
$2.95
94
642
736
B
$2.95
130
542
672
B
1800 • 1900
$2.95
84
358
442
B
$2.95
142
566
708
B
$2.95
141
635
776
B
$2.95
147
617
764
B
$2.95
147
554
701
B
1900 • 2000
$2.95
95
259
354
A
$2.95
174
499
673
B
$2.95
141
510
651
B
$2.95
140
548
688
B
$2.95
148
472
620
B
PM lime
Monday
10/21/19
Tuesday
10/22/19
Wednesday
10/23/19
Thursday
10/24/19
Friday
10/25/19
1400 - 1500
$2.95
88
704
792 B
$5.30
92
751
843
C
$5.30
84
651
735
B
$5.30
88
759
847
C
$5.30
86
774
860
C
1500 •1600
$5.30
148
618
766 B
$2.95
118
599
717
B
$2.95
78
368
446
B
$5.30
110
646
756
B
$2.95
115
581
696
B
1600 • 1700
$2.95
100
658
758 B
$2.95
95
625
720
B
$2.95
101
647
748
B
$2.95
101
565
666
B
$2.95
109
618
727
B
1700 • 1800
$2.95
93
583
676 B
$2.95
92
589
681
B
$2.95
110
624
734
B
$2.95
102
634
736
B
$2.95
110
565
675
B
1800 •1900
$2.95
128
542
670 B
$2.95
102
541
643
B
$2.95
116
570
686
B
$2.95
115
604
719
B
$2.95
113
525
638
B
1900 • 2000
$2.95
137
414
551 B
$2.95
145
575
720
B
$2.95
183
626
809
C
$2.95
86
354
440
B
$2.95
147
502
649
B
PM lime
Monday
10/28/19
Tuesday
10/29119
Wednesday
10/30/19
Thursday
10/31/19
Friday 11/01119
1400 •1500
$2.95
106
673
779 B
$5.30
79
708
787
B
$5.30
123
741
864
C
$5.30
130
820
950
C
1500 •1600
$5.30
112
626
738 B
$2.95
125
620
745
B
$2.95
138
685
823
C
$5.30
133
685
818
C
1600 •1700
$2.95
106
617
723 B
$2.95
94
710
804
C
$2.95
112
669
781
B
$2.95
125
598
723
B
1700 • 1800
$2.95
98
654
752 B
$2.95
94
591
685
B
$2.95
86
630
716
B
$2.95
105
688
793
B
1800 - 1900
$2.95
127
607
734 B
$2.95
132
660
792
B
$2.95
128
589
717
B
$2.95
136
677
813
C
1900 -2000
$2.95
128
467
595 B
$2.95
167
550
717
B
$2.95
154
544
698
B
$2.95
116
372
488
B
&Express
Lanes
14
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
09/30/19
Tuesday
10/01/19
Wednesday
10/02119
Thursday
10/03/19
Friday
10/04/19
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
0400 -0500
$10.80 404
1,162
1,566
F
$10.80
389
1,133
1,522
F
$10.50
460
1,092
1,552
F
$5.30
423
777
1,200
D
0500 -0600
$22.80 515
969
1,484
F
$18.40
479
1,228
1,707
F
$17.501
527
1,080
1,607
F
$12.20
514
1,069
1,583
F
0600-0700
$17.45 314
854
1,168
D
$19.40
416
608
1,024
D
$19.40
442
663
1,105
D
$11.45
469
1,194
1,663
F
0700 •0800
$16.35 339
1,268
1,607
F
$17.10
306
1,373
1,679
F
$15.30
270
1,236
1,506
F
$9.30
271
1,250
1,521
F
0800 -0900
$11.45 128
1,418
1,546
F
$11.45
82
1,434
1,516
F
$12.20
86
1,406
1,492
F
$8.00
55
1,432
1,487
F
0900 -1000
$9.00 151
1,201
1,352
F
$8.00
144
1,130
1,274
E
$9.00
166
1,230
1,396
F
$5.30
159
1,001
1,160
D
Monday
10/07/19
Tuesday
10/08/19
Wednesday
10/09/19
Thursday
10/10119
Friday
10/11/19
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$10.80
476
1,027
1,503
F
$10.80 356
1,185
1,541
F
$10.80
472
1,112
1,584
F
$10.50
392
1,087
1,479
F
$5.30
378
802
1,180
D
0500.0600
$23.25
512
905
1,417
F
$22.80 522
961
1,483
F
$18.40
514
1,074
1,588
F
$17.50
509
1,154
1,663
F
$12.20
406
1,116
1,522
F
0600 - 0700
$20.20
319
794
1,113
D
$17.45 311
826
1,137
D
$19.40
443
605
1,048
D
$19.40
364
700
1,064
D
$11.45
357
1,207
1,564
F
0700.0800
$16.35
237
1,331
1,568
F
$16.35 224
1,364
1,588
F
$17.10
326
1,309
1,635
F
$15.30
289
1,380
1,669
F
$9.30
190
1,320
1,510
F
0800.0900
$11.15
29
1,565
1,594
F
$11.45 20
1,418
1,438
F
$11.45
165
1,414
1,579
F
$12.20
44
1,488
1,532
F
$8.00
52
1,379
1,431
F
0900. 1000
$6.95
118
1,072
1,190
D
$9.00 160
1,431
1,591
F
$8.00
207
1,371
1,578
F
$9.00
187
1,166
1,353
F
$5.30
215
1,055
1,270
E
Monday
10/14119
Tuesday
10/15/19
Wednesday
10116/19
Thursday
10/17119
Friday
10/18/19
AM Time
0400.0500
$10.80
431
1,109
1,540 F
$10.80
391
1,088
1,479 F
$10.80
371
1,191
1,562
F
$10.50
441
1,152
1,593 F
$5.30
367
731
1,098
D
0500.0600
$23.25
447
818
1,265 E
$22.80
551
919
1,470 F
$18.40
476
1,257
1,733
F
$17.50
550
1,127
1,677 F
$12.20
444
1,107
1,551
F
0606.0700
$20.20
396
946
1,342 E
$17.45
324
837
1,161 D
$19.40
426
680
1,106
D
$19.40
432
645
1,077 D
$11.45
439
1,204
1,643
F
0700-0800
$16.35
376
1,272
1,648 F
$16.35
233
1,363
1,596 F
$17.10
298
1,335
1,633
F
$15.30
378
1,304
1,682 F
$9.30
295
1,197
1,492
F
0800 - 0900
$11.15
159
1,251
1,410 F
$11.45
56
1,557
1,613 F
$11.45
241
1,723
1,964
F
$12.20
243
1,408
1,651 F
$8.00
189
1,252
1,441
F
0900 - 1000
$6.95
232
1,006
1,238 E
$9.00
186
1,462
1,648 F
$8.00
219
1,328
1,547
F
$9.00
175
1,102
1,277 E
$5.30
175
821
996
C
Monday
10/21/19
Tuesday
10/22/19
Wednesday
10/23/19
Thursday
10/24/19
Friday
10/25/19
AM Time
0400-0500
$10.80
463
1,101
1,564 F
$10.80
329
1,111
1,440 F
$10.80
398
1,205
1,603
F
$10.50
421
1,144
1,565 F
$5.30
237
493
730
B
0500 - 0600
$23.25
508
819
1,327 E
$22.80
552
971
1,523 F
$18.40
441
1,126
1,567
F
$17.50
512
1,125
1,637 F
$12.20
370
949
1,319
E
0600.0700
$20.20
372
877
1,249 E
$17.45
341
821
1,162 D
$19.40
416
565
981
C
$19.40
406
788
1,194 D
$11.45
467
1,181
1,648
F
0700.0800
$16.35
293
1,288
1,581 F
$16.35
287
1,348
1,635 F
$17.10
409
1,297
1,706
F
$15.30
312
1,258
1,570 F
$9.30
295
1,276
1,571
F
0800.0900
$11.15
187
1,447
1,634 F
$11.45
207
1,477
1,684 F
$11.45
220
1,423
1,643
F
$12.20
234
1,376
1,610 F
$8.00
154
1,213
1,367
F
0906.1000
$6.95
180
1,079
1,259 E
$9.00
146
1,258
1,404 F
$8.00
162
1,162
1,324
E
$9.00
180
1,088
1,268 E
$5.30
164
760
924
C
Monday
10/28/19
Tuesday
10/29119
Wednesday
10/30/19
Thursday
10/31/19
Friday 11101/19
AM Time
L
0400.0500
$10.80
417
1,144
1,561
F
$10.80
387
978
1,365 F
$10.80
443
1,192
1,635 F
$10.50
384
1,175
1,559 F
0506.0600
$23.25
471
805
1,276
E
$22.80
595
925
1,520 F
$18.40
430
1,027
1,457 F
$17.50
505
1,084
1,589 F
0600 - 0700
$20.20
340
912
1,252
E
$17.45
371
802
1,173 D
$19.40
439
609
1,048 D
$19.40
371
766
1,137 D
0700 - 0800
$16.35
322
1,270
1,592
F
$16.35
321
1,298
1,619 F
$17.10
337
1,232
1,569 F
$15.30
304
1,300
1,604 F
0800.0900
$11.15
188
1,456
1,644
F
$11.45
189
1,460
1,649 F
$11.45
218
1,500
1,718 F
$12.20
161
1,251
1,412 F
0900. 1000
$6.95
178
1,144
1,322
E
$9.00
207
1,214
1,421 F
$8.00
199
1,125
1,324 E
$9.00
157
908
1,065 D
&Express
Lanes
15
Westbound AM Peak - 1-15 North to County Line
Monday
09/30119
Tuesday
10/01119
Wednesday
10/02/19
Thursday
10/03/19
Friday
10104/19
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400-0500
$5.30 218
930
1,148
D
$5.30
254
764
1,018
D
$5.30
270
747
1,017
D
$2.95
220
646
866
C
0500 •0600
$17.25 329
1,104
1,433
F
$16.60
323
1,173
1,496
F
$13.51
408
1,067
1,475
F
$6.85
357
861
1,218
E
0600 •0700
$17.55 284
1,141
1,425
F
$19.65
296
1,078
1,374
E
$14.50
378
1,080
1,458
F
$6.85
277
998
1,275
E
0700 -0800
$13.45 255
1,263
1,518
F
$12.45
197
1,322
1,519
F
$11.40
187
1,224
1,411
F
$6.85
145
964
1,109
D
0800 - 0900
$8.85 94
1,351
1,445
F
$6.85
68
1,262
1,330
E
$8.85
49
1,267
1,316
E
$5.30
26
862
888
C
0900 -1000
$5.30 91
1,009
1,100
D
$5.30
89
943
1,032
D
$5.30
87
813
900
C
$2.95
75
635
710
B
Monday
10/07/19
Tuesday
10/08/19
Wednesday
10/09/19
Thursday
10/10/19
Friday
10/11/19
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol. IWS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400 - 0500
$6.85
283
792
1,075
D
$5.30 208
840
1,048
D
$5.30
269
718
987
C
$5.30
242
780
1,022
D
$2.95
208
705
913
C
0500-0600
$18.00
365
1,113
1,478
F
$17.25 310
1,173
1,483
F
$16.60
401
1,062
1,463
F
$13.50
346
1,178
1,524
F
$6.85
275
989
1,264
E
0600-0700
$19.35
300
1,040
1,340
E
$17.55 319
1,130
1,449
F
$19.65
374
1,071
1,445
F
$14.50
319
1,101
1,420
F
$6.85
259
1,233
1,492
F
0700 •0800
$12.15
154
1,230
1,384
E
$13.45 175
1,285
1,460
F
$12.45
229
1,239
1,468
F
$11.40
181
1,309
1,490
F
$6.85
111
1,184
1,295
E
0800 - 0900
$6.85
20
1,202
1,222
E
$8.85 18
1,212
1,230
E
$6.85
92
1,237
1,329
E
$8.85
29
1,305
1,334
E
$5.30
14
789
803
C
0900 - 1000
$5.30
39
529
568
B
$5.30 56
679
735
B
$5.30
86
683
769
B
$5.30
89
825
914
C
$2.95
61
489
550
B
Monday
10/14119
Tuesday
10/15/19
Wednesday
10/16/19
Thursday
10/17/19
Friday
10/18/19
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$6.85
251
801
1,052
D
$5.30 262
819
1,081
D
$5.30
206
878
1,084
D
$5.30
255
822
1,077
D
$2.95
200
685
885
C
0500.0600
$18.00
284
1,078
1,362
E
$17.25 335
1,193
1,528
F
$16.60
331
1,145
1,476
F
$13.50
392
1,103
1,495
F
$6.85
301
968
1,269
E
0600-0700
$19.35
287
842
1,129
D
$17.55 301
1,110
1,411
F
$19.65
334
1,139
1,473
F
$14.50
358
1,046
1,404
F
$6.85
272
1,063
1,335
E
0700-0800
$12.15
238
1,185
1,423
F
$13.45 139
1,252
1,391
E
$12.45
213
1,282
1,495
F
$11.40
250
1,304
1,554
F
$6.85
182
997
1,179
D
0800.0900
$6.85
96
1,015
1,111
D
$8.85 32
1,301
1,333
E
$6.85
119
966
1,085
D
$8.85
162
1,186
1,348
E
$5.30
93
976
1,069
D
0900. 1000
$5.30
87
563
650
B
$5.30 73
818
891
C
$5.30
62
552
614
B
$5.30
102
904
1,006
D
$2.95
115
744
859
C
Monday
10/21/19
Tuesday
10/22/19
Wednesday
10/23/19
Thursday
10124/19
Friday
10/25/19
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400.0500
$6.85
253
807
1,060
D
$5.30 198
859
1,057
D
$5.30
230
804
1,034
D
$5.30
241
784
1,025
D
$2.95
199
699
898
C
0500.0600
$18.00
368
1,105
1,473
F
$17.25 333
1,157
1,490
F
$16.60
351
1,180
1,531
F
$13.50
368
1,170
1,538
F
$6.85
300
965
1,265
E
0600.0700
$19.35
334
1,055
1,389
E
$17.55 296
1,140
1,436
F
$19.65
328
1,089
1,417
F
$14.50
340
1,146
1,486
F
$6.85
277
1,202
1,479
F
0700.0800
$12.15
235
1,235
1,470
F
$13.45 237
1,287
1,524
F
$12.45
247
1,192
1,439
F
$11.40
191
1,204
1,395
E
$6.85
190
1,119
1,309
E
0800-0900
$6.85
133
1,203
1,336
E
$8.85 151
1,395
1,546
F
$6.85
134
1,337
1,471
F
$8.85
122
1,135
1,257
E
$5.30
89
941
1,030
D
0900 - 1000
$5.30
87
820
907
C
$5.30 83
814
897
C
$5.30
113
939
1,052
D
$5.30
99
885
984
C
$2.95
75
679
754
B
Monday
10/28/19
Tuesday
10/29119
Wednesday
10130/19
Thursday
10131/19
Friday
11101119
AM Time
Price HOV
SOV
Vol. 1156
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol. LOS
0400 - 0500
$6.85 220
825
1,045 D
$5.30 284
797
1,081
D
$5.30
267
771
1,038
D
$5.30
218
795
1,013
D
0500-0600
$18.00 314
1,130
1,444 F
$17.25 378
1,121
1,499
F
$16.60
379
1,126
1,505
F
$13.50
365
1,131
1,496
F
0600-0700
$19.35 321
1,069
1,390 E
$17.55 374
1,092
1,466
F
$19.65
355
1,077
1,432
F
$14.50
319
1,097
1,416
F
0700.0800
$12.15 228
1,200
1,428 F
$13.45 221
1,255
1,476
F
$12.45
260
1,260
1,520
F
$11.40
215
1,228
1,443
F
0800.0900
$6.85 130
1,338
1,468 F
$8.85 139
1,349
1,488
F
$6.85
143
1,299
1,442
F
$8.85
87
1,114
1,201
E
0900. 1000
$5.30 85
767
852 C
$5.30 83
889
972
C
$5.30
125
902
1,027
D
$5.30
74
746
820
C
L
&Express
Lanes
16
CTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 83 calls during the month of
October. Of those calls, 62 were to assist disabled vehicles, 4 calls to remove debris.
There were 17 accidents in the Express Lanes and 1 accident originating in the SR91
general-purpose lanes that affected the Express Lanes.
6C Transponder Technology
Planning for the transition to the new transponder technology is underway. The lane
systems have been upgraded. Changes to the back -office system to process the new
transponders and make changes to the customer account plans are being finalized and
will be released to the customer along with the new sticker transponders in January of
2020. A series of customer communication has been developed and will be mailed or
emailed to customers over a period of several months.
(PJ LanesExpress
17
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 10/31/2019
YTD Variance
Description
Actual'
Bud • et
Dollar $ Percent (% )
Operating revenues:
Toll Revenue
$ 20,635,169.92
$ 12,196,366.67
$ 8,438,803.25
69.2
Fee Revenue
2,651,327.68
1,760,100.00
891,227.68
50.6
Total operating revenues
23,286,497.60
13,956,466.67
9,330,030.93
66.9
Operating expenses:
Salaries and Benefits
292,093.91
451,133.33
159,039.42
35.3
Legal Services
72,235.21
116,666.67
44,431.46
38.1
Advisory Services
27,668.22
25,000.00
(2,668.22)
(10.7)
Audit and Accounting Fees
-
15,666.67
15,666.67
100.0
Service Fees
1,086.78
8,666.67
7,579.89
87.5
Other Professional Services
36,796.60
491,966.67
455,170.07
92.5
Lease Expense
86,530.41
85,500.00
(1,030.41)
(1.2)
Operations
1,178,625.72
1,209,500.00
30,874.28
2.6
Utilities
9,052.68
20,833.33
11,780.65
56.5
Supplies and Materials
178.95
1,666.67
1,487.72
89.3
Membership and Subscription Fees
20,056.75
8,333.33
(11,723.42)
(140.7)
Office Equipment & Furniture (Non -Capital)
747.12
1,666.67
919.55
55.2
Maintenance/Repairs
58,926.71
116,600.00
57,673.29
49.5
Training Seminars and Conferences
350.00
1,500.00
1,150.00
76.7
Transportation Expenses
79.84
2,500.00
2,420.16
96.8
Lodging
840.90
2,333.33
1,492.43
64.0
Meals
302.88
333.33
30.45
9.1
Other Staff Expenses
299.10
333.33
34.23
10.3
Advertising
38.00
63,333.33
63,295.33
99.9
Program Management
22,017.79
-
(22,017.79)
N/A
Program Operations
2,417,347.11
3,552,233.33
1,134,886.22
31.9
Litigation Settlement
-
3,333.33
3,333.33
100.0
Furniture & Equipment
261,188.80
250,000.00
(11,188.80)
(4.5)
Improvements
16,032.27
5,366.67
(10,665.60)
(198.7)
Depreciation
2,695,986.01 2
-
(2,695,986.01)
N/A
Bad Debt Expense
(1.00)
-
1.00
N/A
Total operating expenses
7,198,480.76
6,434,466.67
(764,014.09)
(11.9)
O•eratin• income Toss 16,088,016.84 7,522,000.00 8,566,016.84 113.9
i
Nonoperating revenues (expenses):
Interest Revenue
578,455.37
507,366.67
71,088.70
(14.0)
Other Miscellaneous Revenue
580,501.89
-
580,501.89
N/A
Interest Expense
(7,173,251.39)
(2,373,300.00)
(4,799,951.39)
202.2
Total nonoperating revenues (expenses)
(6,014,294.13)
(1,865,933.33)
(4,148,360.80)
(222.3)
Transfers In
-
-
-
N/A
Transfers Out
-
(1,019,833.33)
1,019,833.33
(100.0)
Net income (loss) I $ 10,073,722.71 I $ 4,636,233.33 I $ 5,437,489.38 I 117.3
Unaudited
2 Depreciation is not a budgeted expense
&Express
Lanes
i8
JOINT AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING October 31, 2019
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
772,968
507,698
66%
$ 2,029,704
RCTC
770,842
507,698
66%
$ 4,324,456
1-15
316,355
212,523
67%
$ 1,749,150
McKinley
454,487
295,175
65%
$ 2,575,307
Eastbound
OCTA
754,323
374,551
50°/0
$ 2,759,381
RCTC
569,941
374,551
66%
$ 2,022,307
1-15
223,274
149,800
67%
$ 517,842
McKinley
346,667
224,751
65%
$ 1,504,464
JOINT AGENCY TRAFFIC STATISTICS
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
Joint Agency Traffic Statistics
66%
L
66%
OCTA RCTC OCTA RCTC
Westbound Eastbound
I OCTA Transactions I RCTC Transactions 1%afOCTA Transactions Using Both Segments % of RCTC Transactions Using Both Segments
&Express
Lanes 19
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
Reporting I Period PERFORMANCE STANDARD I Oct-19
Performance
CUSTOMER SERVICE
Call Wait Time
Abandon Rate
Customer Satisfaction
T
0:57
1.3%
77
VIOLATION PROCESSING
Response Time
CUSA Violation Collection Rate
_ _ __
1 Monthly • Within 2 business days of receipt 0.7
I Quarterly . 70% or more
CUSA Violation Collection Rate
j ,annually ' 74% or more
TRAFFIC OPERATIONS
Initial & Secondary Reviews
* Plate Misread Errors
CAS Response Time
_ _ _
L Monthly Equal to or less than 15 days
I Monthly . Equal to or Tess than 0.4%
1 Monthly • 0:20 (minutes) per call
0.7 ,_--
0.01%
0:08
ACCOUNTING
OCTA Exceptions
1 Monthly : No more than 3
0
RCTC Exceptions
I Monthly . No more than 3
-
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Network Uptime
I Monthly 99% Availability
1 Monthly 99% Availability
100%
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
*Plate M isread Error performance is current after a 60-day ho Id -back period; therefore, percentage reported here is for 2 months prior to the
month of this report.
JOINT AGENCY TRANSPONDER
DISTRIBUTION
TRANSPONDER DISTRIBUTION
October-19
Tags
September-19 FY 2019-20
Tags
%of Total Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
1,347 48.0%
873 31.1%
587 20.9%
2,807
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
Total Returned
497 41.2%
168 13.9%
1,640 54.7%
865 28.9%
492 1 16.4%
2,997
540 44.8%
1,205
1,504
887
590
2,980
588 40.8%
2184I 15.1%
635 1 44.1 %
1,441
50.5%
29.7%
19.8%
508 39.8%
167 13.1%
601 47.1%
1,276
rt Express
Jf Lanes
20
At the end of October 2019, the 91 Express Lanes had 150,246 active customer accounts
and 229,079 transponders classified as Assigned.
160,000 -
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000 -
90,000 -
80,000 -
70,000 -
60,000
114,556 114,138
Number of Accounts by Fiscal Year
As of October 31, 2019
112,584 112,473 112,929
r
119,782 1
116,813
113,672
T T T
130,048
140,694
148,054
F-I
�� rya �Ny ti ti �y3 eye Rtih �ti� �ti� ti� �N
y. �c43 yo' ' yoti you yoti yoti yoti Doti yo' ' yoti
Fiscal Year
Incoming Email Activity
During October, the Anaheim Processing Center received 3,600 emails.
150,246
r Express
1 Lanes
21
ATTACHMENT 5
Orange County Transportation Authority
OCTA Riverside County Transportation Commission
111k,
• Express
Lanes
Status Report
November 2019
As of November 30, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 10
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 14
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the 91 Express Lanes for November 2019 was 1,435,020. This
represents a daily average of 47,834 vehicles. This is a 1.4% increase in total traffic
volume from the same period last year, which totaled 1,415,344. Potential toll revenue for
November was $4,385,107, which represents an increase of 3.1% from the prior year's
total of $4,255,226. Carpool percentage for November was 25.66% as compared to the
previous year's rate of 26.65%.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of November 2019.
Current Month -to -Date (MTD) as of November 30, 2019
Trips
Nov-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Nov-18
MTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
1,066,864
1,060,367
6,497
0.6%
1,038,190
2.8%
3+Lanes
368,156
321,113
47,043
14.6%
377,154
(2.4%)
Total Gross Trips
1,435,020
1,381,480
53,540
3.9%
1,415,344
1.4%
Revenue
Full Toll Lanes
$4,328,417
$4,451,186
($122,770)
(2.8%)
$4,186,694
3.4%
3+ Lanes
$56,691
$81,183
($24,492)
(30.2%)
$68,532
(17.3%)
Total Gross Revenue
$4,385,107
$4,532,369
($147,262)
(3.2%)
$4,255,226
3.1%
Average Revenue per Trip
Average Full Toll Lanes
$4.06
$4.20
($0.14)
(3.3%)
$4.03
0.7%
Average 3+ Lanes
$0.15
$0.25
($0.10)
(40.0%)
$0.18
(16.7%)
Average Gross Revenue
$3.06
$3.28
($0.22)
(6.7%)
$3.01
1.7%
Express
A Lanes
3
The 2020 fiscal year-to-date traffic volume increased by 1.9% and potential toll revenue
increased by 3.4%, when compared with the same period last year. Year-to-date average
revenue per -trip is $3.02.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the months of July 2019 through
November 2019.
FY 2019-20 Year to Date as of November 30, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
5,566,741
5,531,297
35,444
0.6%
5,453,910
2.1%
3+ Lanes
1,964,744
1,674,839
289,905
17.3%
1,934,417
1.6%
Total Gross Trips
7,531,485
7,206,136
325,349
4.5%
7,388,327
1.9%
Revenue
Full Toll Lanes
$22,378,238
$23,062,126
($683,888)
(3.0%)
$21,611,559
3.5%
3+ Lanes
$346,394
$420,487
($74,094)
(17.6%)
$374,259
(7.4%)
Total Gross Revenue
$22,724,631
$23,482,613
($757,982)
(3.2%)
$21,985,819
3.4%
Average Revenue per Trip
Average Full Toll Lanes
$4.02
$4.17
($0.15)
(3.6%)
$3.96
1.5%
Average 3+ Lanes
$0.18
$0.25
($0.07)
(28.0%)
$0.19
(5.3%)
Average Gross Revenue
$3.02
$3.26
($0.24)
(7.4%)
$2.98
1.3%
Express
A Lanes
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
d
E
O
>
1,800,000
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
0Full Toll Lanes 03+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000
$4,500,000
$4,000,000
d
3
c
m
d
Ce • $3,500,000
$3,000,000
$2,500,000
FY 2019-20 Revenue Summary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes 03+Lanes Series3
Express
A Lanes
5
OCTA EASTBOUND PEAK -HOUR VOLUMES
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 18 times during the month of November 2019. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 81 % of defined capacity.
Monday
10/28/19
Tuesday
10/29/19
Wednesday 10/30/19
Thursday
10/31/19
Friday
11/01/19
PM Time
Price
HCN
Vol. Cap.
Price
HOV
Vol. Cap.
Price HOV Vol. Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol.
Cap.
1400 -1500
$7.10
491
3,227
95%
1500 -1600
$9.15
649
2,733
80%
1600 -1700
$8.95
436
2,684
79%
1700 -1800
$7.05
515
2,775
82%
1800 -1900
$6.55
631
2,648
78%
1900 - 2000
$6.05
563
1,983
58
Monday
11/04/19
Tuesday
11/05/19
Wednesday 11/06/19
Thursday
11/07/19
Friday
11/08/19
PM Time
Price
HCN
Vol.
Cap.
Price
HCN
Vol.
Cap.
Price
HCA/ Vol.
Cap.
Rice
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15
352
2,714
80%
$5.15
387
3,053
90%
$5.15
392 3,000
88%
$6.70
434
3,201
94%
$7.10
487
3,238
95%
1500-1600
$5.50
537
2,915
86%
$5.75
581
2,745
81%
$7.75
581 2,839
84%
$6.75
622
3,160
93%
$9.15
665
2,631
77%
1600-1700
$5.35
436
2,803
82%
$5.50
387
2,915
86%
$7.50
427 2,833
83%
$8.30
455
2,654
78%
$8.95
415
2,760
81%
1700-1800
$5.30
488
2,934
86%
$5.40
519
3,057
900/0
$6.40
518 2,983
88%
$8.20
534
2,872
84%
$7.05
560
2,869
84%
1800-1900
$5.50
667
2,803
82%
$3.95
633
3,129
92%
$3.95
690 3,013
89%
$4.85
649
2,960
87%
$6.55
697
2,808
83%
1900 - 2000
$3.85
554
2,193
65 %
$3.85
627
2,620
77%
$3.85
595 2,552
75%
$5.60
629
2,623
77%
$6.05
768
2,543
75%
Monday
11/11/19
Tuesday
11/12/19
Wednesday 11/13/19
Thursday
11/14/19
Friday
11/15/19
PM Time
Price
HCN
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HC / Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15
531
2,320
68%
$5.15
380
3,032
89%
$5.15
406 3,036
89%
$6.70
407
3,344
913%
$7.10
486
3,317
98%
1500-1600
$5.50
679
2,810
83%
$5.75
543
2,675
79%
$7.75
583 2,865
84%
$6.75
569
3,142
92%
$9.15
638
2,653
78%
1600-1700
$5.35
453
2,483
73%
$5.50
401
2,730
80%
$7.50
399 2,873
85%
$8.30
409
2,499
74%
$8.95
441
2,736
80%
1700-1800
$5.30
544
2,507
74%
$5.40
498
2,841
84%
$6.40
512 3,097
91%
$8.20
508
2,903
85%
$7.05
558
2,774
82%
1800-1900
$5.50
599
1,872
55%
$3.95
627
2,960
87%
$3.95
672 3,092
91%
$4.85
680
3,009
89%
$6.55
704
2,901
85%
1900-2000
$3.85
486
1,359
40%
$3.85
659
2,839
84%
$3.85
570 2,387
70%
$5.60
614
2,553
75%
$6.05
645
2,392
70%
Monday
11/18/19
Tuesday
11/19/19
Wednesday 11/20/19
Thursday
11/21/19
Friday
11/22/19
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400 -1500
$5.15
379
2,744
81%
$5.15
348
2,663
78%
$5.15
384 2,778
82%
$6.70
389
3,187
94%
$7.10
461
3,145
93%
1500-1600
$5.50
599
3,163
93%
$5.75
573
2,862
84%
$7.75
497 2,627
77%
$6.75
563
3,226
95°/
$9.15
562
2,623
77%
1600-1700
$5.35
418
2,854
84%
$5.50
407
3,066
90%
$7.50
360 2,470
73%
$8.30
368
2,528
74%
$8.95
436
2,698
79%
1700-1800
$5.30
528
2,971
87%
$5.40
527
2,914
86%
$6.40
522 3,078
91%
$8.20
467
2,577
76/
$7.05
580
2,850
84%
1800-1900
$5.50
713
2,939
86%
$3.95
631
2,980
88%
$3.95
640 2,881
85%
$4.85
677
3,041
89%
$6.55
674
2,794
82%
1900-2000
$3.85
449
1,868
55%
$3.85
615
2,822
83%
$3.85
403 1,632
48%
$5.60
587
2,311
68%
$6.05
727
2,470
73%
Monday
11/25/19
Tuesday
11/26/19
Wednesday 11/27/19
Thursday
11/28/19
Friday
11/29/19
PM Time
Price HOV
Vol.
Cap.
Price HCN
Vol.
Cap.
Price
HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 507
2,759
81%
$5.15 508
2,843
84%
$7.45
482 2,897
85%
$5.30
857
2,075
61%
$4.95
394
1,355
40%
1500-1600
$5.50 565
2,888
85%
$5.75 598
2,784
82%
$8.50
576 2,797
82%
$4.95
699
1,633
48%
$4.95
464
1,314
39%
1600-1700
$5.35 482
Z790
82%
$5.50 482
2,792
82%
$8.50
296 1,577
46%
$4.95
682
1,564
46%
$4.95
385
1,157
34%
1700-1800
$5.30 518
2,864
84%
$5.40 497
2,797
82%
$8.50
554 2,298
68%
$4.95
632
1,454
43%
$4.95
386
1,085
32%
1800-1900
$5.50 672
2742
81%
$3.95 672
3,034
89%
$6.00
493 1,646
48%
$5.30
730
1,464
43%
$4.95
387
1,028
30%
1900-2000
$3.85 644
2,357
69%
$3.85 844
2,952
87%
$5.75
430 1,292
38°/
$5.30
822
1,655
49%
$4.95
314
740
22%
Express
A Lanes
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
10/28/19
Tuesday
10/29/19
Wednesday 10/30/19
Thursday
10/31/19
Friday
11/01/19
AM Time
Price HOV
Vol. Cap.
Price HO/
Vol. Cap.
Price HOV Vol. Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol.
Cap.
0400 - 0500
$3.05
646
1,993
59%
0500 - 0600
$4.70
768
2,384
70%
0600 - 0700
$4.95
596
2112
62%
0700 - 0800
$5.50
401
1,827
54%
0800 - 0900
$4.95
300
1,827
54%
0900 -1000
$4.10
263
1,579
46%
Monday
11/04/19
Tuesday
11/05/19
Wednesday
11/06/19
Thursday
11/07/19
Friday
11/08/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 832
2,714
80%
$3.05 823
2,657
78%
$3.05
867
2,681
79%
$3.05
805
2,635
78%
$3.05
689
2,203
65%
0500-0600
$4.95 803
Z552
75%
$4.95 858
2,624
77%
$4.95
772
Z636
78%
$4.95
839
Z699
79%
$4.70
708
Z489
73%
0600 - 0700
$5.15 558
2,093
62%
$5.15 529
2,119
62%
$5.15
617
2,068
61%
$5.15
620
2,047
60%
$4.95
558
2,173
64%
0700-0800
$5.65 399
2,196
65%
$5.65 425
2,269
67%
$5.65
420
Z295
68%
$5.65
417
2,230
66%
$5.50
353
1,971
58%
0800-0900
$5.15 254
2,200
65%
$5.15 277
2,259
66%
$5.15
245
2,041
60%
$5.15
236
1,993
59%
$4.95
230
1,781
52%
0900-1000
$4.10 254
2,077
61%
$4.10 259
2,294
67%
$4.10
230
2,171
64%
$4.10
272
2,049
60%
$4.10
256
1,818
53%
Monday
11/11/19
Tuesday
11/12/19
Wednesday
11/13/19
Thursday
11/14/19
Friday
11/15/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 485
1,513
45%
$3.05 805
2,693
79%
$3.05
888
2,703
80%
$3.05
770
2,637
78%
$3.05
674
2,265
67%
0500-0600
$4.95 469
1,614
47%
$4.95 874
2,647
78%
$4.95
783
Z661
78%
$4.95
851
2,737
81%
$4.70
745
Z453
72%
0600 - 0700
$5.15 280
1,164
34%
$5.15 563
2,136
63%
$5.15
639
2103
62%
$5.15
612
1,988
58%
$4.95
603
2,187
64%
0700-0800
$5.65 252
1,186
35%
$5.65 417
2,149
63%
$5.65
434
Z318
68%
$5.65
435
2,258
66%
$5.50
354
1,883
55%
0800 - 0900
$5.15 302
1,270
37%
$5.15 248
2,148
63%
$5.15
225
2151
63%
$5.15
237
2,049
60%
$4.95
263
1,792
53%
0900-1000
$4.10 373
1,487
44%
$4.10 289
2,331
69%
$4.10
240
2,158
63%
$4.10
249
2,112
62%
$4.10
221
1,601
47%
Monday
11/18/19
Tuesday
11/19/19
Wednesday
11/20/19
Thursday
11/21/19
Friday
11/22/19
AM Time
Price HOV
Vol.
Cap.
Price HW
Vol.
Cap.
Rice HOV Vol.
Cap.
Price
HOV
Vol
Cap.
Rice
HOV
Vol.
Cap.
0400-0500
$3.05 804
2,688
79%
$3.05 750
2,478
73%
$3.05
831
2,632
77%
$3.05
802
2,671
79%
$3.05
696
2,213
65%
0500-0600
$4.95 768
Z599
76%
$4.95 906
2,719
80%
$4.95
754
2,524
74%
$4.95
833
2,701
79%
$4.70
733
2,453
72%
0600-0700
$5.15 554
2,130
63%
$5.15 562
2,078
61%
$5.15
574
1,857
55%
$5.15
588
2,001
59%
$4.95
577
2,078
61%
0700-0800
$5.65 448
2,259
66%
$5.65 428
2,292
67%
$5.65
351
1,895
56%
$5.65
347
1,964
58%
$5.50
396
1,908
56%
0800-0900
$5.15 267
2,226
65%
$5.15 262
2,222
65%
$5.15
221
1,894
56%
$5.15
222
1,874
55%
$4.95
232
1,776
52%
0900-1000
$4.10 275
2,243
66%
$4.10 237
2,229
66%
$4.10
197
1,716
50%
$4.10
201
1,808
53%
$4.10
222
1,771
52%
Monday
11/25/19
Tuesday
11/26/19
Wednesday
11/27/19
Thursday
11/28/19
Friday
11/29/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HO/ Vol.
Cap.
Rice
HOV
Vol.
Cap.
Rice
HW
Vol.
Cap.
0400-0500
$3.05 806
2,567
76%
$3.05 758
2,560
75%
$3.05
610
1,944
57%
$1.70
39
86
3%
$1.70
91
222
7%
0500-0600
$4.95 742
2,491
73%
$4.95 793
2,499
74%
$5.15
501
1,638
48%
$1.70
29
96
3%
$1.70
117
366
11%
0600-0700
$5.15 437
1,889
56%
$5.15 404
1,829
54%
$5.30
296
1,248
37%
$1.70
53
144
4%
$2.50
113
413
12%
0700-0800
$5.65 395
1,961
58%
$5.65 362
1,871
55%
$5.75
234
1,165
34%
$1.70
63
209
6%
$3.05
115
482
14%
0800-0900
$5.15 295
1,825
54%
$5.15 318
1,903
56%
$5.75
189
1,126
33%
$1.70
128
407
12%
$3.05
152
671
20%
0900-1000
$4.10 388
2,157
63%
$4.10 398
2,038
60%
$5.30
255
1,285
38%
$2.50
269
676
20%
$3.85
262
872
26%
Express
A Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 103 calls during the month
of November. Of those calls, 83 were to assist disabled vehicles and 13 calls to remove
debris. There were 7 accidents in the Express Lanes and 2 of those accidents originated
in the SR91 general-purpose lanes that affected the Express Lanes.
Electronic Toll and Traffic Management System Project Update
Kapsch TrafficCom USA, Inc., (Kapsch), the toll lanes system integrator for the 91
Express Lanes, completed the replacement of the Electronic Toll and Traffic Management
(ETTM) system at the current toll gantries. This new lane system is reading both the new
6C transponder protocol as well as the legacy Title 21 protocol. The next phase of the
project, which begins next calendar year, entails the replacement of the closed-circuit
television cameras along the corridor. New toll gantries will be constructed at the three
entrances of the OCTA 91 Express Lanes after which Kapsch will install new ETTM
equipment on the entrance gantries.
6C Transition Update
Changes to the back -office system to incorporate the new 6C transponder protocol is
underway. Beginning in December, the 91 Express Lanes will be sending letters to
customers notifying them of the transition to 6C, as well as changes to the account plans,
user agreement and privacy policy. A new welcome kit will be sent with the new sticker
transponders commencing January 2020. It is envisioned the distribution of the new
transponders to all the customers will take place over several months.
Express
A Lanes 8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 11/30/2019
YTD Variance
Description
Actual (1) Budget (1)
Dollar $ Percent (%)
Operating revenues:
Toll revenue
$ 20,997,846.10
$ 22,359,766.00
$ (1,361,919.90)
(6.1)
Fee revenue
2,999,178.87
1,613,373.00
1,385,805.87
85.9
Total operating revenues
23,997,024.97
23,973,139.00
23,885.97
0.1
Operating expenses:
Contracted services
2,614,154.96
3,082,100.00
467,945.04
15.2
Administrative fee
1,181,200.00
1,183,285.00
2,085.00
0.2
Other professional services
319,783.49
959,993.00
640,209.51
66.7
Credit card processing fees
547,440.35
596,835.00
49,394.65
8.3
Toll road account servicing
275,749.69
992,500.00
716,750.31
72.2
Other insurance expense
155,456.25
312,375.00
156,918.75
50.2
Toll road maintenance supply repairs
125,108.01
214,585.00
89,476.99
41.7
Patrol services
247,234.19
408,175.00
160,940.81
39.4
Building equipment repairs and maint
(19,920.85)
137,570.00
157,490.85
114.5
6C Transponders
-
-
-
N/A
Other services
(15,314.00)
10,415.00
25,729.00
247.0
Utilities
15,895.46
30,615.00
14,719.54
48.1
Office expense
(138.06)
83,467.00
83,605.06
100.2
Bad debt expense
59,325.33
-
(59,325.33)
N/A
Miscellaneous (2)
35,976.76
33,725.00
(2,251.76)
(6.7)
Leases
182,325.16
191,590.00
9,264.84
4.8
Total operating expenses' 5,724,276.74
8,237,230.00
2,512,953.26
30.5
Depreciation and amortization (3) 1,480,970.00
-
(1,480,970.00)
N/A
Operating income (loss)I 16,791,778.23 15,735,909.00 1,055,869.23 6.7
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
268,083.37
453,125.00
(185,041.63)
(40.8)
Interest income
2,442,276.25
1,581,705.00
860,571.25
54.4
Interest expense
r (1,938,687.36)'
(1,963,360.00)
24,672.64
F 1.3
Other
16,165.63
-
16,165.63
N/A
Total nonoperating revenues (expenses)
787,837.89
71,470.00
716,367.89
(1,002.3)
Transfers in
-
-
-
N/A
Transfers out
(93,373.44)
(15,000.00)
(78,373.44)
(522.5)
Net income (Ioss)I $ 17,486,242.68 $ 15,792,379.00 $ 1,693,863.68 10.7
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
zMiscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Capital Asset Activity
During the five months ending November 30, 2019, capital asset activities included $195,292 for
the ETTM system, $5,920 for the computer equipment and $97,358 for transponder purchases.
Express
A Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the 91 Express Lanes for November 2019 was 1,264,601. This
represents a daily average of 42,153 vehicles. This is a 3.1 % increase in total traffic
volume from the same period last year, which totaled 1,226,885. Potential toll revenue
for the month was $5,330,279, which represents an increase of 20% from the prior year's
total of $4,440,392. Carpool percentage for November was 23.74% as compared to the
previous year's rate of 24.37%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of November 2019.
Current Month -to -Date (MTD) as of November 30, 2019
Trips
NOV-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
NOV-18
MTD
Actual
Yr-to-Yr
Variance
Full Toll Lanes
964,400
959,129
5,271
0.5%
927,903
3.9%
3+ Lanes
300,201
315,057
(14,856)
(4.7%)
298,982
0.4%
Total Gross Trips
1,264,601
1,274,186
(9,585)
(0.8%)
1,226,885
3.1%
Revenue
Full Toll Lanes
$5,301,867
$3,799,571
$1,502,296
39.5%
$4,408,880
20.3%
3+ Lanes
$28,411
$0
$28,411
\�
$31,512
(9.8%)
Total Gross Revenue
$5,330,279
$3,799,571
$1,530,707
40.3%
$4,440,392
20.0%
Average Revenue per Trip
Average Full Toll Lanes
$5.50
$3.96
$1.54
38.9%
$4.75
15.8%
Average 3+ Lanes
$0.09
$0.00
$0.09
$0.11
(18.2%)
Average Gross Revenue
$4.21
$2.98
$1.23
41.3%
$3.62
16.3%
Express
A Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 3% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 21 % higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increased toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.22.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the months of July 2019 through
November 2019.
FY 2019-20 Year to Date as of November 30, 2019
Trips
FY2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
5,023,861
5,006,614
17,247
0.3%
4,886,478
2.8%
3+ Lanes
1,598,984
1,604,743
(5,759)
(0.4%)
1,541,321
3.7%
Total Gross Trips
6,622,845
6,611,357
11,488
0.2%
6,427,799
3.0%
Revenue
Full Toll Lanes
$27,751,102
$19,639,000
$8,112,102
41.3%
$22,910,249
21.1%
3+ Lanes
$178,130
$0
$178,130
$174,164
2.3%
Total Gross Revenue
$27,929,232
$19,639,000
$8,290,232
42.2%
$23,084,413
21.0%
Average Revenue per Trip
Average Full Toll Lanes
$5.52
$3.92
$1.60
40.8%
$4.69
17.7%
Average 3+ Lanes
$0.11
$0.00
$0.11
$0.11
0.0%
Average Gross Revenue
$4.22
$2.97
$1.25
42.1%
$3.59
17.5%
i Express
A Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
d
E
0
>
1,575,000
1,400,000
1,225,000
1,050,000
875,000
700,000
525,000
350,000
175,000
FY 2019-20 Traffic Volume Overview
0 r
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes ❑3+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$6,800,000
$6,400,000
$6,000,000
$5,600,000
4, $5,200,000
c
$4,800,000
rY
$4,400,000
$4,000,000
$3,600,000
$3,200,000
$2,800,000
FY 2019-20 Revenue Summary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes 03+ Lanes
Express
Jr Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC evaluates traffic volumes for peak period hours and either increases or decreases
tolls according to the toll rate policy. Hours that are highlighted in yellow were operating
in a degraded state. The next quarterly adjustment is scheduled for January 1, 2020.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
10/28/19
Tuesday
10/29/19
Wednesday
10/30/19
Thursday
10/31/19
Friday
11/01/19
PM Time
Price HOV
SW
Vol. LOS
Rice HOV
SOV
Vol. LOS
Price HOV SON
Vol. LOS
Price HOV SOV
Vol. LOS
Price
HOV SOV
Vol.
Lab
1400-1500
$21.00
291 1,144
1,435
F
1500-1600
$18.70
284 936
1,220
E
1600-1700
$10.45
211 954
1,165
D
1700-1800
$6.95
239 854
1,093
D
1800 -1900
$5.30
243 792
1,035
D
1900 - 2000
$5.30
232 641
873
C
Monday
11/04/19
Tuesday
11/05/19
Wednesday
11/06✓19
Thursday
11/07/19
Friday
11/08/19
PM Time
Price HOV
SW
Vol.
Lab
Rice
HOV SW
Vol.
Lab
Rice
HCN SON
Vol.
LOS
Rice
HOV SW
Vol.
LO6
Price
HCM SON
Vol.
LOS
1400- 1500
$5.30
189
962
1,151
D
$6.95
203 1,115
1,318
F
$9.00
214 1,118
1,332
F
$11.85
248 1,193
1,438
F
$21.00
345 1,522
1,867
F
1500- 1600
$7.35
266
911
1,177
D
$6.95
305 890
1,195
D
$9.90
285 914
1,199
D
$12.00
300 964
1,264
E
$18.70
399 853
1,252
E
1600-1700
$5.30
195
893
1,088
D
$5.30
187 960
1,147
D
$5.30
202 944
1,146
D
$7.50
222 865
1,087
D
$10.45
251 1,023
1,274
E
1700- 1800
$5.30
194
827
1,021
D
$5.30
234 849
1,083
D
$5.30
191 848
1,039
D
$5.30
216 869
1,085
D
$6.95
281 942
1,223
E
1800-1900
$5.30
295
804
1,099
D
$5.30
287 863
1,150
D
$5.30
284 822
1,106
D
$5.30
293 854
1,147
D
$5.30
236 766
1,002
D
1900-2000
$2.25
229
617
846
C
$4.20
212 719
931
C
$5.30
214 705
919
C
$5.30
237 773
1,010
D
$5.30
455 1,044
1,499
F
Monday
11/11/19
Tuesday
11/12/19
Wednesday
11/13/19
Thursday
11/14/19
Friday
11/15/19
PM lime
1400-1500
$5.30
275
836
1,111 D
$6.95
209
1,120
1,329 F
99.00
236
1,122
1,358 F
$11.85
214
1,283
1,497 F
$21.00
319
1,140
1,459 F
1500- 1600
$7.35
343
875
1,218 E
$6.95
286
964
1,250 E
$9.90
283
959
1,242 E
$12.00
289
997
1,286 E
$18.70
317
860
1,177 D
1600-1700
$5.30
206
787
993 C
$5.30
174
926
1,100 D
$5.30
164
939
1,103 D
$7.50
152
857
1,009 D
$10.45
210
895
1,105 D
1700-1800
$5.30
236
735
971 C
$5.30
189
798
987 C
$5.30
226
887
1,113 D
$5.30
194
919
1,113 D
$6.95
245
885
1,130 D
1800-1900
$5.30
253
587
840 C
$5.30
279
811
1,090 D
$5.30
294
830
1,124 D
$5.30
252
832
1,084 D
$5.30
297
917
1,214 E
1900- 2000
$2.25
221
379
600 B
$4.20
271
811
1,082 D
$5.30
212
694
936 C
$5.30
213
817
1,030 D
$5.30
288
799
1,087 D
Monday
11/18/19
Tuesday
11/19/19
Wednesday
11/20/19
Thursday
11/21/19
Friday
11/22/19
PM Time
1400- 1500
$5.30
208
986
1,194 D
$6.95
188
993
1,181 D
$9.00
217
934
1,151 D
$11.85
234
1,049
1,283 E
$21.00
308
1,105
1,413 F
1500- 1600
$7.35
302
1,022
1,324 F
$6.95
287
983
1,270 E
$9.90
256
856
1,112 D
$12.00
312
1,014
1,326 F
$18.70
315
967
1,282 E
1600-1700
$5.30
196
887
1,083 D
$5.30
162
948
1,110 D
$5.30
163
774
937 C
$7.50
196
876
1,072 D
$10.45
254
967
1,221 E
1700- 1800
$5.30
193
830
1,023 D
$5.30
191
857
1,048 D
$5.30
203
808
1,011 D
$5.30
203
793
996 C
$6.95
267
926
1,193 D
1800-1900
$5.30
280
803
1,083 D
$5.30
272
734
1,036 D
$5.30
262
718
980 C
$5.30
297
770
1,067 D
$5.30
306
986
1,292 E
1900-2030
$2.25
172
627
799 B
$4.20
236
824
1,060 D
$5.30
154
425
579 B
$5.30
229
590
819 C
$5.30
446
1,125
1,571 F
Monday
11/25/19
Tuesday
11/26/19
VVednesday
11/27/19
Thursday
11/28/19
Friday
11/29/19
PM Time
1400-1500
$5.30
293
1,069
1,362 F
$6.95
319
1,123
1,442 F
$15.45
262
1,011
1,273 E
$5.30
461
769
1,230 E
$2.25
199
510
709 B
1500- 1600
$7.35
337
993
1,330 F
$6.95
361
1,044
1,405 F
$12.30
342
929
1,271 E
$4.20
347
583
930 C
$2.25
205
404
6,39 B
1600- 1700
$5.30
221
871
1,092 D
$5.30
226
1,029
1,255 E
$10.20
162
665
827 C
$4.20
304
620
924 C
$2.25
155
335
490 B
1700- 1800
$5.30
227
801
1,028 D
$5.30
250
860
1,110 D
$8.30
257
778
1,035 D
$4.20
318
544
862 C
$2.25
167
298
465 B
1800- 1900
$5.30
276
800
1,076 D
$5.30
298
901
1,199 D
$5.30
225
617
842 C
$4.20
319
463
782 B
$2.25
146
275
421 B
1900- 2000
$2.25
238
705
943 C
$4,20
373
978
1,351 F
$2.25
189
408
597 B
$4.20
350
530
880 C
$1.55
119
201
320 A
Express
A Lanes
13
Eastbound PM Peak - County Line to 1-15 South
Monday
10/28/19
Tuesday
10/29/19
Wednesday
10/30/19
Thursday
10/31/19
Friday
11/01/19
PM Time
Price HOV
SOV
Vol. LOS
Price HOV
SW
Vol. LOS
Price HOV SOV
Vol. LOS
Price HOV
SW
Vol. LOS
Price
HOV
SW
Vol.
LOS
1400 -1500
$5.30
126
750
876
C
1500 -1600
$2.95
143
612
755
B
1600 -1700
$2.95
112
577
689
B
1700 -1800
$2.95
118
578
696
B
1800 -1900
$2.95
145
556
701
B
1900 - 2000
$2.95
118
425
543
B
Monday
11/04/19
Tuesday
11/05/19
Wednesday
11/06/19
Thursday
11/07/19
Friday
11/08/19
PM Time
Price HOV SW
Vol.
LO6
Price
HOV SW
Vol.
LOS
Rice
HOV SCN
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Rice
HOV SCN
Vol.
LC6
1400-1500
$2.95
101
713
814
C
$5.30
95 746
841
C
$5.30
107 750
857
C
$5.30
107 761
868
C
$5.30
54 330
384
A
1500- 1600
$5.30
133
593
726
B
$2.95
127 629
756
B
$2.95
149 600
749
B
$5.30
144 678
822
C
$2.95
116 341
457
B
1600 - 1700
$2.95
94
633
727
B
$2.95
97 679
776
B
$2.95
91 633
724
B
$2.95
118 632
750
B
$2.95
91 459
550
B
1700-1800
$2.95
103
607
710
B
$2.95
114 631
745
B
$2.95
112 626
738
B
$2.95
109 558
667
B
$2.95
112 588
700
B
1800-1900
$2.95
150
555
705
B
$2.95
122 568
690
B
$2.95
146 592
738
B
$2.95
134 572
706
B
$2.95
17 49
66
A
1900.2000
$2.95
160
476
636
B
$2.95
124 605
729
B
$2.95
150 547
697
B
$2.95
166 647
813
C
$2.95
209 611
820
C
Monday
11/11/19
Tuesday
11/12/19
Wednesday
11/13/19
Thursday
11/14/19
Friday
11/15/19
PM Time
1400.1500
$2.95
142
575
717 B
$5.30
78
658
736 B
$5.30
106
778
884 C
$5.30
103
842
945 C
$5.30
107
796
903
C
1500-1600
$5.30
173
606
779 B
$295
112
553
665 B
$2.95
126
691
817 C
$5.30
113
705
818 C
$2.95
125
586
711
B
1600- 1700
$2.95
129
621
750 B
$2.95
96
619
715 B
$2.95
111
689
800 B
$2.95
92
578
670 B
$2.95
96
625
721
B
1700-1800
$2.95
139
513
652 B
$2.95
122
609
731 B
$2.95
94
679
773 B
$2.95
94
601
695 B
$2.95
96
565
661
B
1800-1900
$2.95
143
359
502 B
$2.95
139
535
674 B
$2.95
144
624
768 B
$2.95
131
583
714 B
$2.95
152
532
684
B
1900-2000
$295
118
278
396 A
$2.95
167
608
775 B
$2.95
140
486
626 B
$2.95
121
553
674 B
$2.95
181
521
702
B
Monday
11/18/19
Tuesday
11/19/19
Wednesday
11/20/19
Thursday
11/21/19
Friday
11/22/19
PM Time
1400-1500
$2.95
86
698
784 B
$5.30
91
684
775 B
$5.30
90
630
720 B
$5.30
109
737
846 C
$5.30
134
743
877 C
1500-1600
$5.30
129
638
767 B
$2.95
128
647
775 B
$2.95
113
607
720 B
$5.30
118
742
860 C
$2.95
132
606
738 B
1600- 1700
$2.95
96
646
742 B
$2.95
89
687
776 B
$2.95
87
617
704 B
$2.95
89
594
683 B
$2.95
93
634
727 B
1700- 1800
$2.95
103
602
705 B
$2.95
103
627
730 B
$2.95
109
648
757 B
$2.95
88
576
664 B
$2.95
114
606
720 B
1800 - 1900
$2.95
124
588
712 B
$2.95
128
594
722 B
$2.95
134
612
746 B
$2.95
154
625
779 B
$2.95
121
500
621 B
1900 -2000
$2.95
89
432
521 B
$2.95
131
669
800 B
$2.95
95
316
411 B
$2.95
160
550
710 B
$2.95
34
113
147 A
Monday
11/25/19
Tuesday
11/26/19
Wednesday
11/27/19
Thursday
11/28/19
Friday
11/29/19
PM lime
1400.1500
$2.95
140
680
820 C
$5.30
134
644
778 B
$1.95
134
708
842 C
$2.95
271
422
693 B
$2.95
116
331
447 B
1500.1603
$5.30
143
622
765 B
$2.95
154
652
806 C
$2.95
152
655
807 C
$2.95
210
342
552 B
$1.95
142
253
395 A
1600-1700
$2.95
124
649
773 B
$2.95
115
614
729 B
$1.95
76
453
529 B
$2.95
194
330
524 B
$1.95
104
231
335 A
1700-1800
$2.95
110
585
695 B
$295
105
572
677 B
$1.95
126
563
689 B
$2.95
175
305
480 B
$1.95
104
240
344 A
1800-1900
$2.95
147
573
720 B
$2.95
142
609
751 B
$2.95
87
273
360 A
$2.95
233
295
528 B
$1.95
109
186
295 A
1900-2000
$295
157
458
615 B
$2.95
239
659
898 C
$2.95
104
222
326 A
$2.95
323
348
671 B
$1.95
97
131
228 A
Express
A Lanes
14
RCTC WESTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak Total
Monday
10/28/19
Tuesday
10/29/19
Wednesday
10/30/19
Thursday
10/31/19
Friday 11/01/19
FM Time
HOV SOV
Vol.
HOV
SOV
Vol.
HOV SOV
Vol.
HOV SOV
Vol.
HOV SON Vol.
1400 -1500
417 1,894 2,311
1500-1600
427 1,548 1,975
1600 -1700
r
323 1,531 1,854
1700 -1800
357 1,432 1,789
1800-1900
388 1,348 1,736
1900 - 2000
350 1,066 1,416
Monday
11/04/19
Tuesday
11/05/19
Wednesday
11/06/19
Thursday
11/07/19
Friday
11/08/19
PM Time
1400-1500
290
1,675
1,965
298
1,861
2159
321
1,868
2189
355
1,951
2306
399
1,852
2,251
1500-1600
399
1,504
1,903
432
1,519
1,951
434
1,514
1,948
444
1,642
2,086
515
1,194
1,709
1600-1700
289
1,526
1,815
284
1,639
1,923
293
1,577
1,870
340
1,497
1,837
342
1,482
1,824
1700-1800
297
1,434
1,731
348
1,480
1,828
303
1,474
1,777
325
1,427
1,752
393
1,530
1,923
1800-1900
445
1,359
1,804
409
1,431
1,840
430
1,414
1,844
427
1,426
1,853
253
815
1,068
1900-2000
389
1,093
1,482
336
1,324
1,660
364
1,252
1,616
403
1,420
1,823
664
1,655
2,319
Monday
11/11/19
Tuesday
11/12/19
Wednesday
11/13/19
Thursday
11/14/19
Friday
11/15/19
PM Time
1400-1500
417
1,411
1,828
287
1,778
2,065
342
1,900
2242
317
2,125
2442
426
1,936
2,362
1500-1600
516
1,481
1,997
398
1,517
1,915
409
1,650
2059
402
1,702
2104
442
1,446
1,888
1600-1700
335
1,408
1,743
270
1,545
1,815
275
1,628
1,903
244
1,435
1,679
306
1,520
1,826
1700-1800
375
1,248
1,623
311
1,407
1,718
320
1,566
1,886
288
1,520
1,808
341
1,450
1,791
1800-1900
396
946
1,342
418
1,346
1,764
438
1,454
1,892
383
1,415
1,798
449
1,449
1,893
1900-2000
339
657
996
438
1,419
1,857
352
1,180
1,532
334
1,370
1,704
469
1,320
1,789
Monday
11/18/19
Tuesday
11/19/19
Wednesday
11/20/19
Thursday
11/21/19
Friday
11/22/19
PM Time
1400- 1500
294
1,684
1,978
279
1,677
1,956
307
1,564
1,871
343
1,786
2129
442
1,848
2,290
1500-1600
431
1,660
2,091
415
1,630
2045
369
1,463
1,832
430
1,756
2186
447
1,573
2,020
1600-1700
292
1,533
1,825
251
1,635
1,886
250
1,391
1,641
285
1,470
1,755
347
1,601
1,948
1700.1800
296
1,432
1,728
294
1,484
1,778
312
1,456
1,768
291
1,369
1,660
381
1,532
1,913
1800.1900
404
1,391
1,795
400
1,328
1,728
396
1,330
1,726
451
1,395
1,846
427
1,486
1,913
1900-2000
261
1,059
1,320
367
1,493
1,860
249
741
990
389
1,140
1,529
480
1,238
1,718
Monday
11/25/19
Tuesday
11/26/19
Wednesday
11/27/19
Thursday
11/28/19
Friday
11/29/19
PM Time
1400 - 1500
433
1,749
2,182
453
1,767
2,220
396
1,719
2,115
732
1,191
1,923
315
841
1,156
1500-1600
480
1,615
2,095
515
1,696
2,211
494
1,584
2,078
557
925
1,482
347
657
1,004
1600-1700
345
1,520
1,865
341
1,643
1,984
238
1,118
1,356
498
950
1,448
259
566
825
1700 -1800
337
1,386
1,723
355
1,432
1,787
383
1,341
1,724
493
849
1,342
271
538
809
1800 -1900
423
1,373
1,796
440
1,510
1,950
312
890
1,202
552
758
1,310
255
461
716
1900- 2000
395
1,163
1,558
612
1,637
2249
293
630
923
673
878
1,551
216
332
548
Express
A Lanes
15
Westbound AM Peak - McKinley to County Line
Monday
10/28/19
Tuesday
10/29/19
VVednesday
10/30/19
Thursday
10/31/19
Friday
11/01/19
AM lime
Price HOV SON
Vol. LOS
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol. LOS
Price HOV SOV
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
0400 - 0500
$5.30
357 749
1,106
D
0500 - 0600
$12.20
458 1,006
1,464
F
0600 - 0700
$11.45
421 1,094
1,515
F
0700 - 0800
$9.30
335 1,065
1,400
F
0800 - 0900
$8.00
234 1,089
1,323
E
0900 -1000
_.$5.30
154 733
887
C
Monday
11/04/19
Tuesday
11/05/19
Wednesday
11/06/19
Thursday
11/07/19
Friday
11/08/19
AM Time
Rice HOV SOV
Vol.
LOS
Rice HOV SOV
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
Rice
HOV SON
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
0400-0500
510.80
409
1,172
1,581
F
$10.80 410
1,043
1,453
F
$10.80
485 1,151
1,636
F
$10.50
401 1,182
1,583
F
$5.30
349 836
1,185
D
0500-0600
$23.25
467
859
1,326
E
$2280 535
874
1,409
F
$18.40
430 1,069
1,499
F
$17.50
480 1,050
1,530
F
$1220
420 1,074
1,494
F
0600 - 0700
$20.20
370
872
1,242
E
$17.45 300
849
1,149
D
$19.40
402 672
1,074
D
$19.40
387 758
1,145
D
$11.45
381 1,178
1,559
F
0700-0800
$16.35
289
1,268
1,557
F
$16.35 302
1,360
1,662
F
$17.10
297 1,385
1,682
F
$15.30
288 1,375
1,663
F
'a.30
264 1,236
1,500
F
0800-0900
$11.15
167
1,475
1,642
F
$11.45 186
1,443
1,629
F
$11.45
179 1,409
1,588
F
$1220
167 1,46
1,636
F
$8.00
158 1,251
1,409
F
0900 - 1000
$6.95
173
1,165
1,338
E
v.00 177
1,226
1,403
F
$8.00
132 1,161
1,293
E
'x.00
179 1,061
1,240
E
$5.30
157 816
973
C
Monday
11/11/19
Tuesday
11/12/19
VVednesday
11/13/19
Thursday
11/14/19
Friday
11/15/19
AM Time
0400-0500
$10.80
241
649
890 C
$10.80
401
1,116
1,517 F
$10.83
463
1,082
1,545 F
$10.53
384
1,155
1,539 F
$5.30
349
863
1,212 E
0500-0600
$23.25
283
582
865 C
$22.80
558
885
1,443 F
$18.40
424
1,076
1,500 F
$17.50
493
1,098
1,591 F
$12.20
477
1,086
1,563 F
0600-0700
520.20
180
642
822 C
$17.45
325
900
1,225 E
$19.40
403
708
1,111 D
$19.40
388
681
1,069 D
$11.45
418
1,161
1,579 F
0700-0800
$16.35
177
780
957 C
$16.35
264
1,237
1,501 F
$17.10
281
1,422
1,703 F
$15.30
298
1,413
1,711 F
$9.30
281
1,209
1,490 F
0800- 0900
$11.15
178
759
937 C
$11.45
207
1,374
1,581 F
$11.45
167
1,501
1,668 F
$1220
160
1,504
1,664 F
$8.00
177
1,094
1,271 E
0900-1000
$6.95
218
682
900 C
,n.00
185
1,293
1,483 F
$8.00
150
1,151
1,301 E
'n.00
153
1,175
1,328 E
$5.30
131
782
913 C
Monday
11/18/19
Tuesday
11/19/19
VVednesday
11/20/19
Thursday
11/21/19
Friday
11/22/19
AM Time
0400-0500
$10.W
388
1,155
1,543 F
$10.W
420
1,185
1,605 F
$10.80
406
1,157
1,563 F
$10.50
392
1,279
1,671 F
$5.30
345
848
1,193 D
0500-0600
$23.25
474
853
1,327 E
522.80
605
912
1,517 F
$18.40
405
1,001
1,406 F
$17.50
473
1,110
1,583 F
$12.20
447
1,085
1,532 F
0600.0700
$20.20
340
892
1,232 E
$17.45
356
809
1,164 D
$19.40
349
675
1,024 D
$19.40
362
764
1,126 D
$11.45
389
1,131
1,520 F
0700-0800
$16.35
309
1,298
1,607 F
$16.35
331
1,307
1,638 F
$17.10
260
1,167
1,427 F
$15.30
270
1,333
1,603 F
$9.30
299
1,190
1,489 F
0800-0900
$11.15
176
1,553
1,729 F
$11.45
210
1,507
1,717 F
$11.45
167
1,268
1,435 F
$1220
158
1,249
1,407 F
$8.00
139
1,169
1,308 E
0900-1000
$6.95
165
1,237
1,402 F
'/.00
151
1,158
1,309 E
'r:00
121
915
1,036 D
$9.00
129
951
1,080 D
$5.30
123
814
937 C
Monday
11/25/19
Tuesday
11/26/19
Wednesday
11/27/19
Thursday
11/28/19
Friday
11/29/19
AM Time
0400-0500
$10.80
448
1,116
1,564 F
$10.80
396
1,161
1,557 F
$7.05
301
859
1,160 D
$1.55
15
20
35 A
$1.55
46
50
96 A
0500.0600
$23.25
468
847
1,315 E
892.80
516
938
1,454 F
$8.30
248
540
788 B
$1.56
11
33
44 A
$1.55
47
145
192 A
0600 - 0700
520.20
291
957
1,248 E
$17.45
253
907
1,160 D
$6.95
195
748
943 C
$1.55
24
40
64 A
$1.55
62
163
225 A
0700 - 0800
$16.35
276
1,223
1,499 F
$16.35
242
1,246
1,488 F
$6.95
185
802
987 C
$1.55
30
86
116 A
$1.55
66
236
302 A
0800- 0900
$11.15
221
1,305
1,526 F
$11.45
191
1,264
1,455 F
$5.30
116
696
812 C
$1.56
57
147
204 A
$1.55
76
276
352 A
0900-1000
$6.95
235
1,145
1,380 F
$9.00
241
912
1,153 D
$4.20
154
571
725 B
$1.55
120
230
350 A
$225
130
286
416 B
Express
A Lanes
16
RCTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 83 calls during the month of November.
Of those calls, 61 were to assist disabled vehicles, 8 calls to remove debris and 14 were
in response to accidents in the Express Lanes
6C Transponder Technology
In December and over the course of several months, the 91 Express Lanes will be
sending letters to customers notifying them of the transition to the new 6C protocol, as
well as changes to the account plans, user agreement and privacy policy. A new welcome
kit, which includes mounting instructions, has been designed and developed and will be
sent with the new sticker transponders commencing January 2020. It is envisioned the
distribution of the new transponders to all the customers will take place over several
months.
&Express
Lanes
17
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 11/30/2019
YTD Variance
Description
Actual Budget
Dollar $ Percent (%)
Operating revenues:
Toll Revenue
P'$ 25,939,940.46
P'$ 15,245,458.33
$ 10,694,482.13
70.1
Fee Revenue
3,247,766.41
F 2,200,125.00
1,047,641.41
47.6
Total operating revenues
29,187,706.87
17,445,583.33
11,742,123.54
67.3
Operating expenses:
Salaries and Benefits
337,920.94
563,916.67
225,995.73
40.1
Legal Services
88,239.01
145,833.33
57,594.32
39.5
Advisory Services
29,617.58
31,250.00
1,632.42
5.2
Audit and Accounting Fees
46,000.00
19,583.33
(26,416.67)
(134.9)
Service Fees
1,086.78
10,833.33
9,746.55
90.0
Other Professional Senrices
50,296.60
614,958.33
564,661.73
91.8
Lease Expense
86,530.41
106,875.00
20,344.59
19.0
Operations
1,281,355.02
1,511,875.00
230,519.98
15.2
Utilities
9,754.71
26,041.67
16,286.96
62.5
Supplies and Materials
66.40
2,083.33
2,016.93
96.8
Membership and Subscription Fees
20,056.75
10,416.67
(9,640.08)
(92.5)
Office Equipment & Furniture (Non -Capital)
747.12
2,083.33
1,336.21
64.1
Maintenance/Repairs
59,429.26
145,750.00
86,320.74
59.2
Training Seminars and Conferences
350.00
1,875.00
1,525.00
81.3
Transportation Expenses
97.04
3,125.00
3,027.96
96.9
Lodging
1,328.48
2,916.67
1,588.19
54.5
Meals
302.88
416.67
113.79
27.3
Other Staff Expenses
328.10
416.67
88.57
21.3
Advertising
38.00
79,166.67
79,128.67
100.0
Program Management
30,692.21
-
(30,692.21)
N/A
Program Operations
2,544,941.37
4,440,291.67
1,895,350.30
42.7
Litigation Settlement
-
4,166.67
4,166.67
100.0
Furniture & Equipment
261,188.80
312,500.00
51,311.20
16.4
Improvements
16,032.27
6,708.33
(9,323.94)
(139.0)
Depreciation
2,695,986.01 #
-
(2,695,986.01)
N/A
Bad Debt Expense
(0.37)
-
0.37
N/A
Total operating expenses
7,562,385.37
8,043,083.33
480,697.96
6.0
Operating income (loss) 21,625,321.50 9,402,500.00 12,222,821.50 130.0
Nonoperating revenues (expenses):
Interest Revenue
878,007.08
634,208.33
243,798.75
(38.4)
Other Miscellaneous Revenue
(879.96)
-
(879.96)
F N/A
Interest Expense
(7,173,251.39)
(2,966,625.00)
(4,206,626.39)
141.8
Total nonoperating revenues (expenses)
(7,124,824.09)
(2,332,416.67)
(4,792,407.42)
(205.5)
Transfers In
-
-
-
N/A
Transfers Out
(325,600.00)
(1,274,791.67)
949,191.67
(74.5)
Net income (loss)I $ 14,174,897.41 1 $ 5,795,291.67 I $ 8,379,605.74 I 144.6
Unaudited
2 Depreciation is not a budgeted expense
& Express
A Lanes
i8
JOINT AGENCY TRIP AND REVENUE STATISTICS
MULTI AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING November 30, 2019
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
696,072
464,366
67%
$ 1,813,977
RCTC
686,729
464,366
68%
$ 3,452,113
1-15
300,481
206,255
69%
$ 1,448,720
McKinley
386,248
258,111
67%
$ 2,003,394
Eastbound
OCTA
738,948
421,599
57%
$ 2,571,130
RCTC
577,872
421,599
73%
$ 1,878,166
1-15
204,318
160,067
78%
$ 454,205
McKinley
373,554
261,532
70%
$ 1,423,961
JOINT AGENCY TRAFFIC STATISTICS
Joint Agency Traffic Statistics
800,000
700,000
600,000
500,000
400,000 67% 68%
300,000
200,000
100,000
57% 73%
OCTA RCTC OCTA RCTC
Westbound Eastbound
OCTA Transactions RCTC Transactions % of OCTA Transactions Using Both Segments % of RCTC Transactions Using Both Segments
Express
A Lanes
19
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT Reporting PERFORMANCE STANDARD Nov-19
Period Pe rform ance
CUSTOM ER SERVICE
Call Wait Time
Monthly
Not to exceed 2 minutes
0:36
Abandon Rate Monthly
No more than 4.0%
0.9%
Customer Satisfaction
Monthly
At least 75 outbound calls
75
_
VIOLATION PROCESSING
Response Time
CUSA Violation Collection Rate
Monthly
Quarterly
Within 2 business days of receipt
0.7
70% or more
CUSA Violation Collection Rate
Annually
74% or more
TRAFFIC OPERATIONS
Initial & Secondary Reviews
Monthly
Equal to or less than 15 days
0.9
* Rate Misread Errors
Monthly
Equal to or less than 0.4%
0.01%
CAS Response Time
Monthly
0:20 (minutes) per call
0:09
ACCOUNTING
Monthly
Monthly
OCTA Exceptions
RCTC Exceptions
No more than 3
0
No more than 3
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Monthly
99% Availability
100%
Network Uptime
Monthly 99% Availability
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
* Plate Misread Error performance is current after a 60-day hold -back period; therefore, percentage reported here is for 2 months prior to the
month of this report.
JOINT AGENCY TRANSPONDER DISTRIBUTION
TRANSPONDER DISTRIBUTION
November-19
Tags % of Total
October-19
Tags % of Total
FY 2019-20
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
Returned
Account Closures
53.9%
29.2%
16.9%
1,614
420 38.3%
Accounts Dow nsizing
Defective Transponders
107 9.8%
1,347 48.0%
873 31.1%
587 20.9%
2,807
497
41.2%
50.9%
29.7%
19.4%
490 39.5%
168
13.9%
155
12.5%
Total Returned
570 52.0%
1,097
540
1,205
44.8%
595
1,240
48.0%
Express
A Lanes
20
At the end of November 2019, the 91 Express Lanes had 150,451 active customer accounts and
229,160 transponders classified as Assigned.
160,000
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000 -
90,000 -
80,000 -
70,000 -
60,000
Number of Accounts by Fiscal Year
As of November 30, 2019
116, 813 119, 782
114,138 112,584 112,473 112,929113,672
o
130,048
140,694
148,054 150,246 150,451
(§Y yO yti yl y3 N. N. ti� tiA y9, N tiC
1 LO yO Q. , LO LO ,tiO ,LO ,LO ,LO Q.
Fiscal Year
Incoming Email Activity
During November, the Anaheim Processing Center received 2,645 emails.
Express
1 Lanes
21
ATTACHMENT 6
Orange County Transportation Authority
OCTA Riverside County Transportation Commission
ti,k,ExpresN.
Lanes
Status Report
December 2019
As of December 31, 2019
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 10
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 14
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the 91 Express Lanes for December 2019 was 1,440,236. This
represents a daily average of 46,459 vehicles. This is a 1.4% increase in total traffic
volume from the same period last year, which totaled 1,420,288. Potential toll revenue
for December was $4,338,299, which represents an increase of 6.3% from the prior year's
total of $4,082,589. Carpool percentage for December was 26.45% as compared to the
previous year's rate of 28.22%.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the OCTA 91 Express Lanes
and associated potential revenue for the month of December 2019.
Current Month -to -Date (MTD) as of December 31, 2019
Trips
Dec-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Dec-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
1,059,346
1,047,331
12,015
1.1%
1,019,435
3.9%
3+ Lanes
380,890
332,256
48,634
14.6%
400,853
(5.0%)
Total Gross Trips
1,440,236
1,379,587
60,649
4.4%
1,420,288
1.4%
Revenue
Full Toll Lanes
$4,269,308
$4,375,004
($105,696)
(2.4%)
$4,006,933
6.5%
3+ Lanes
$68,991
$79,793
($10,803)
(13.5%)
$75,656
(8.8%)
Total Gross Revenue
$4,338,299
$4,454,798
($116,499)
(2.6%)
$4,082,589
6.3%
Average Revenue per Trip
Average Full Toll Lanes
$4.03
$4.18
($0.15)
(3.6%)
$3.93
2.5%
Average 3+ Lanes
$0.18
$0.24
($0.06)
(25.0%)
$0.19
(5.3%)
Average Gross Revenue
$3.01
$3.23
($0.22)
(6.8%)
$2.87
4.9%
Express
A Lanes
3
The 2020 fiscal year-to-date traffic volume increased by 1.9% and potential toll revenue
increased by 3.8%, when compared with the same period last year. Year-to-date average
revenue per -trip is $3.02.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA 91
Express Lanes and associated potential revenue for the months of July 2019 through
December 2019.
FY 2019-20 Year to Date as of December 31, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
6,626,087
6,578,628
47,459
0.7%
6,473,345
2.4%
3+ Lanes
2,345,634
2,007,095
338,539
16.9%
2,335,270
0.4%
Total Gross Trips
8,971,721
8,585,723
385,998
4.5%
8,808,615
1.9%
Revenue
Full Toll Lanes
$26,647,546
$27,437,130
($789,585)
(2.9%)
$25,618,492
4.0%
3+ Lanes
$415,384
$500,281
($84,896)
(17.0%)
$449,916
(7.7%)
Total Gross Revenue
$27,062,930
$27,937,411
($874,481)
(3.1%)
$26,068,408
3.8%
Average Revenue per Trip
Average Full Toll Lanes
$4.02
$4.17
($0.15)
(3.6%)
$3.96
1.5%
Average 3+ Lanes
$0.18
$0.25
($0.07)
(28.0%)
$0.19
(5.3%)
Average Gross Revenue
$3.02
$3.25
($0.23)
(7.1%)
$2.96
2.0%
Express
A Lanes
4
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips
for FY 2019-20 on a monthly basis.
1,800,000 -
1,600,000
1,400,000
1,200,000
E 1,000,000
a 800,000
600,000
400,000
200,000
0
FY 2019-20 Traffic Volume Overview
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
oFull Toll Lanes ❑3+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll trips
and HOV3+ trips for FY 2019-20 on a monthly basis.
$5,000,000 -
$4,500,000
$4,000,000
w
c $3,500,000
$3,000,000
$2,500,000
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
FY 2019-20 Revenue Summary
E3b7i:�'
IhnigrEi
OFull Toll Lanes •3+ Lanes
Express
Lanes
5
OCTA EASTBOUND PEAK -HOUR VOLUMES
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity 7 times during the month of December 2019. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 82% of defined capacity.
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
PM Time
Price HOV
Vol.
Cap.
Price HU/
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15 372
2,584
76%
$5.15 377
2,934
86°/
$5.15
334
2,541
75%
$6.70
371
3,193
94%
$7.10
421
2,812
83%
1500 -1600
$5.50 602
3,105
91%
$5.75 552
2,739
81%
$7.75
499
2,740
81%
$6.75
568
3,240
95%
$9.15
603
2,385
70%
1600-1700
$5.35 404
2,824
83%
$5.50 415
2,918
86%
$7.50
356
2,479
73%
$8.30
397
2,625
77%
$8.95
430
2,633
77%
1700-1800
$5.30 522
3,002
88%
$5.40 506
2,834
83%
$6.40
431
2,399
71%
$8.20
491
2,786
82%
$7.05
508
2,778
82%
1800 - 1900
$5.50 654
2,820
83%
$3.95 620
2,973
87%
$3.95
522
2,222
65%
$4.85
649
2,897
85%
$6.55
611
2,840
84%
1900-2000
$3.85 461
1,838
54%
$3.85 653
2,727
80%
$3.85
439
1,760
52%
$5.60
625
2,507
74%
$6.05
668
2,461
72%
Monday
12/09/19
Tuesday
12/10/19
Wednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HW Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400 - 1500
$5.15 384
2,722
80%
$5.15 404
2,944
87%
$5.15
386
2,992
88%
$6.70
417
3,189
94%
$7.10
408
3,166
93%
1500 - 1600
$5.50 548
2,914
86%
$5.75 598
2,821
83%
$7.75
569
2,888
85%
$6.75
554
2,981
88%
$9.15
611
2,629
77%
1600-1700
$5.35 435
2,957
87%
$5.50 408
2,893
85%
$7.50
381
2,840
84%
$8.30
401
2,474
73%
$8.95
439
2,818
83%
1700 - 1800
$5.30 495
2,867
84°/
$5.40 495
2,876
85%
$6.40
524
2,861
84%
$8.20
514
2,857
84%
$7.05
502
2,694
79%
1800- 1900
$5.50 621
2,761
81%
$3.95 628
2,916
86%
$3.95
570
2,830
83%
$4.85
643
3,038
89%
$6.55
668
2,716
80%
1900- 2000
$3.85 599
2,371
70%
$3.85 692
2,839
84%
$3.85
698
2,812
83%
$5.60
741
2,797
82%
$6.05
660
2,380
70%
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
PM Time
Price HW
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HW
Vol.
Cap.
1400- 1500
$5.15 402
2,674
79%
$5.15 419
3,027
89%
$5.15
446
3,020
89%
$6.70
478
3,291
97%
$7.10
488
3,133
92%
1500- 1600
$5.50 550
2,922
86%
$5.75 583
2,783
82%
$7.75
587
2,987
88%
$6.75
560
2,993
88%
$9.15
615
2,655
78%
1600- 1700
$5.35 437
2,916
86%
$5.50 417
2,883
85%
$7.50
413
2,967
87%
$8.30
382
2,396
70%
$8.95
410
2,675
79%
1700-1800
$5.30 569
2,868
84%
$5.40 514
3,021
89%
$6.40
535
2,957
87%
$8.20
517
2,820
83°/
$7.05
523
2,784
82%
1800-1900
$5.50 665
2,879
85%
$3.95 681
3,026
89%
$3.95
640
3,024
89%
$4.85
664
2,980
88%
$6.55
678
2,800
82%
1900 - 2000
$3.85 632
2,439
72%
$3.85 660
2,740
81%
$3.85
646
2,382
70%
$5.60
716
2,812
83%
$6.05
655
2235
66%
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/25/19
Thursday
12/26/19
Friday
12/27/19
PM Time
Price HOV
Vol.
Cap.
Rice Hay
Vol.
Cap.
Rice HW Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400 - 1500
$5.15 460
2,380
70%
$7.10 733
2,550
75%
$6.00
732
1,635
48%
$6.70
402
1,956
58%
$7.10
572
2819
83%
1500-1600
$5.50 558
2,641
78%
$9.15 910
2,323
68%
$6.00
668
1,387
41%
$6.75
475
1,930
57%
$9.15
663
2,383
70%
1600-1700
$5.35 481
2,741
81%
$8.95 669
2,053
60%
$6.00
561
1,166
34%
$8.30
302
1,401
41%
$8.95
433
2,210
65%
1700 - 1800
$5.30 475
2,336
69%
$7.05 797
2,013
59%
$6.00
561
1,136
33%
$8.20
477
1,654
49%
$7.05
589
2,212
65%
1800 - 1900
$5.50 543
2,031
60%
$6.55 786
1,865
55%
$6.00
667
1,253
37%
$4.85
454
1,364
40%
$6.55
603
1,958
58%
1900-2000
$3.85 431
1,458
43%
$6.05 755
1,633
48%
$6.00
745
1,381
41%
$5.60
354
923
27%
$6.05
583
1,538
45%
Monday
12/30/19
Tuesday
12/31/19
Wednesday 01/01/20
Thursday
01/02/20
Friday
01/03/20
PM Time
Rice HOV
Vol.
Cap.
Rice HW
Vol.
Cap.
Rice HOV Vol. Cap.
Rice HCN
Vol. Cap.
Rice
HOV
Vol. Cap.
1400-1500
$5.15 432
2,280
67%
$7.10 554
2,709
80%
1500-1600
$5.50 585
2,956
87%
$9.15 677
2,466
73%
1600-1700
$5.35 429
2,562
75%
$8.95 532
2,215
65%
1700-1800
$5.30 509
2,396
70%
$7.05 578
1,939
57%
1800-1900
$5.50 456
1,660
49%
$6.55 685
1,858
55%
1900-2000
$3.85 480
1,491
44%
$6.05 509
1,311
39%
Express
A Lanes
6
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HCN
Vol.
Cap.
Rice
HOV
Vol.
Cap.
0400-0500
$3.05 826
2,651
78%
$3.05 791
2,585
76%
$3.05
782
2,395
70%
$3.05
759
2,505
74%
$3.05
718
2,148
63%
0500-0600
$4.95 813
Z544
75%
$4.95 822
2,473
73%
$4.95
786
2,460
72%
$4.95
834
2,638
78%
$4.70
773
2,470
73%
0600-0700
$5.15 529
2,030
60%
$5.15 540
2,049
60%
$5.15
533
1,675
49%
$5.15
538
1,968
58%
$4.95
548
Z128
63%
0700-0800
$5.65 393
1,957
58%
$5.65 425
2,237
66%
$5.65
383
1,882
55%
$5.65
429
2,125
63%
$5.50
402
1,910
56%
0800-0900
$5.15 215
1,920
56%
$5.15 249
2,161
64%
$5.15
209
1,843
54%
$5.15
239
2,051
60%
$4.95
252
1,935
56%
0900-1000
$4.10 273
1,977
58%
$4.10 250
2,107
62%
$4.10
228
1,952
57%
$4.10
255
2,141
63%
$4.10
282
1,904
56%
Monday
12/09/19
Tuesday
12/10/19
Wednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 802
2,629
77%
$3.05 822
2,695
79%
$3.05
823
2,684
79%
$3.05
800
2,635
78%
$3.05
696
2,093
62%
0500-0600
$4.95 843
2,674
79%
$4.95 881
2,650
78%
$4.95
809
2,678
79%
$4.95
843
Z783
82%
$4.70
740
Z435
72%
0600-0700
$5.15 529
2,046
60%
$5.15 568
2,123
62%
$5.15
587
1,918
56%
$5.15
566
1,984
58%
$4.95
583
2,139
63%
0700-0800
$5.65 421
Z101
62%
$5.65 432
1,987
58%
$5.65
426
2,127
63%
$5.65
389
2,044
60%
$5.50
392
1,905
56%
0800-0900
$5.15 251
2,060
61%
$5.15 269
2,254
66%
$5.15
270
2,143
63%
$5.15
268
2,082
61%
$4.95
252
1,773
52%
0900-1000
$4.10 254
2,063
61%
$4.10 255
2,222
65%
$4.10
291
2,182
64%
$4.10
285
2,262
67%
$4.10
270
2,013
590/
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 804
2,662
78%
$3.05 760
2,648
78%
$3.05
840
2,709
80%
$3.05
834
2,660
78%
$3.05
646
2,095
62%
0500-0600
$4.95 796
2,521
74%
$4.95 906
2,716
80%
$4.95
803
Z716
80%
$4.95
855
2,683
79%
$4.70
686
2,429
71%
0600-0700
$5.15 561
2,024
60%
$5.15 544
2,047
60%
$5.15
580
1,983
58%
$5.15
588
1,999
59%
$4.95
524
2,040
60%
0700-0800
$5.65 429
2,099
62%
$5.65 443
2,228
66%
$5.65
413
Z068
61%
$5.65
409
2,058
61%
$5.50
392
1,884
55%
0800-0900
$5.15 267
2,044
60%
$5.15 232
2,064
61%
$5.15
210
2,094
62%
$5.15
266
2,001
59%
$4.95
274
1,858
55%
0900-1000
$4.10 259
2,069
61%
$4.10 255
2,226
65%
$4.10
233
2,125
63%
$4.10
270
Z204
65%
$4.10
304
Z025
60%
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/25/19
Thursday
12/26/19
Friday
12/27/19
AM Time
Price HOV
Vol.
Cap.
Price HOW
Vol.
Cap.
Price HOV Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05 611
1,968
58%
$3.05 292
847
25%
$1.70
20
53
2%
$3.05
412
1,281
38%
$3.05
410
1,167
34%
0500 - 0600
$4.95 674
2,048
60%
$4.70 298
872
26%
$1.70
22
59
2%
$4.95
452
1,370
40%
$4.70
383
1,255
37%
0600 - 0700
$5.15 342
1,442
42%
$4.95 146
645
19%
$1.70
33
86
3%
$5.15
221
787
23%
$4.95
272
1,042
31%
0700 - 0800
$5.65 257
1,368
40%
$5.50 162
712
21%
$1.70
38
110
3%
$5.65
200
835
25%
$5.50
215
983
29%
0800 - 0900
$5.15 289
1,600
47%
$4.95 172
723
21%
$3.05
112
287
8o/o
$5.15
173
928
27%
$4.95
263
1,108
33%
0900 -1000
$4.10 328
1,672
49%
$4.10 246
967
28%
$3.20
296
672
20%
$4.10
227
986
29%
$4.10
341
1,358
40%
Monday
12/30/19
Tuesday
12/31/19
Wednesday 01/01/20
Thursday
01/02/20
Friday
01/03/20
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV Vol. Cap.
Price HOV
Vol. Cap.
Price
HOV
Vol. Cap.
0400 - 0500
$3.05 536
1,635
48%
$3.05 411
1,182
35%
0500 - 0600
$4.95 517
1,658
49%
$4.70 410
1,269
370/
0600 - 0700
$5.15 244
1,058
31%
$4.95 202
867
26%
0700 - 0800
$5.65 212
1,073
32%
$5.50 169
807
24%
0800 - 0900
$5.15 206
1,135
33%
$4.95 162
810
24%
0900 -1000
$4.10 222
1,218
36%
$4.10 224
958
28%
Express
A Lanes
OCTA OPERATIONAL HIGHLIGHTS
On -road Operations
OCTA Customer Assistance Specialists (CAS) responded to 69 calls during the month of
December. Of those calls, 60 were to assist disabled vehicles, eight calls to remove debris
and one call was in response to an accident in the Express Lanes.
Electronic Toll and Traffic Management System Project Update
Kapsch TrafficCom USA, Inc., (Kapsch), the toll lanes system integrator for the 91
Express Lanes, completed the replacement of the Electronic Toll and Traffic Management
(ETTM) system at the current toll gantries. This new lane system is reading both the new
6C transponder protocol as well as the legacy Title 21 protocol. The next phase of the
project, which begins next calendar year, entails the replacement of the closed-circuit
television cameras along the corridor. New toll gantries will be constructed at the three
entrances of the OCTA 91 Express Lanes after which Kapsch will install new ETTM
equipment on the entrance gantries.
6C Transition Update
Changes to the back -office system to incorporate the new 6C transponder protocol is
underway. In December, the 91 Express Lanes began sending letters to customers
notifying them of the transition to 6C, as well as changes to the account plans, user
agreement and privacy policy. In the upcoming weeks, distribution of the new welcome
kit and sticker transponders will commence. It is envisioned the distribution of the new
transponders to all the customers will take place over several months.
Express
A Lanes 8
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 12/31/2019
YTD Variance
Description
Actual (1) Budget (1)
Dollar $ Percent (%)
Operating revenues:
Toll revenue
$ 24,980,421.52
$ 26,524,152.00
$ (1,543,730.48)
(5.8)
Fee revenue
3, 670, 732.82
2,036,168.00
1, 634, 564.82
80.3
Total operating revenues
28,651,154.34
28,560,320.00
90,834.34
0.3
Operating expenses:
Contracted services
3,116,701.55
3,823,520.00
706,818.45
18.5
Administrative fee
1,417,440.00
1,419,942.00
2,502.00
0.2
Other professional services
543,225.79
1,242,354.00
699,128.21
56.3
Credit card processing fees
650,278.67
710,775.00
60,496.33
8.5
Toll road account servicing
361,994.18
1,204,250.00
842,255.82
69.9
Other insurance expense
186,547.50
374,850.00
188,302.50
50.2
Toll road maintenance supply repairs
113,058.29
237,502.00
124,443.71
52.4
Patrol services
368,520.38
489,810.00
121,289.62
24.8
Building equipment repairs and maint
(5,597.21)
166,142.00
171,739.21
103.4
6C Transponders
-
125,000.00
125,000.00
100.0
Other services
(14,568.00)
17,498.00
32,066.00
183.3
Utilities
19,873.73
36,738.00
16,864.27
45.9
Office expense
3.14
102,110.00
102,106.86
100.0
Bad debt expense
79,155.93
-
(79,155.93)
N/A
Miscellaneous (2)
37,397.45
75,000.00
37,602.55
50.1
Leases
180,718.19
229,908.00
49,189.81
21.4
Total operating expenses'
7,054,749.59
' 10,255,399.00
' 3,200,649.41
31.2
Depreciation and amortization (3)
1,770,709.34
-
(1,770,709.34)
N/A
Operating income (loss) 19,825,695.41 18,304,921.00 1,520,774.41 8.3
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
297,352.97
453,125.00
(155,772.03)
(34.4)
Interest income
2,750,255.80
1,898,046.00
852,209.80
44.9
Interest expense
F (2,318,787.33)r
(2,356,032.00)
37,244.67
r 1.6
Other
32,598.38
-
32,598.38
N/A
Total nonoperating revenues (expenses)
761,419.82
(4,861.00)
766,280.82
15,763.9
Transfers in
-
-
-
N/A
Transfers out
(14,460,192.17)
(20,000.00)
(14,440,192.17)
(72,201.0)
Net income (loss) $ 6,126,923.06 $ 18,280,060.00 $ (12,153,136.94)1 (66.5)
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Capital Asset Activity
During the six months ending December 31, 2019, capital asset activities included $195,292 for
the ETTM system project, $5,920 for computer equipment and $112,562 for transponder
purchases.
Express
A Lanes
9
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the 91 Express Lanes for December 2019 was 1,254,586. This
represents a daily average of 40,471 vehicles. This is a 4.7% increase in total traffic
volume from the same period last year, which totaled 1,198,578. Potential toll revenue
for the month was $5,277,144, which represents an increase of 21.9% from the prior
year's total of $4,327,741. Carpool percentage for December was 24.66% as compared
to the previous year's rate of 25.69%.
Month -to -date traffic and revenue data are summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of December 2019.
Current Month -to -Date (MTD) as of December 31, 2019
Trips
DEC-19
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
DEC-18
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
945,151
926,743
18,408
2.0%
890,682
6.1%
3+ Lanes
309,435
321,729
(12,294)
(3.8%)
307,896
0.5%
Total Gross Trips
1,254,586
1,248,471
6,115
0.5%
1,198,578
4.7%
Revenue
Full Toll Lanes
$5,238,975
$3,676,471
$1,562,504
42.5%
$4,289,378
22.1%
3+ Lanes
$38,169
$0
$38,169
$38,363
(0.5%)
Total Gross Revenue
$5,277,144
$3,676,471
$1,600,672
43.5%
$4,327,741
21.9%
Average Revenue per Trip
Average Full Toll Lanes
$5.54
$3.97
$1.57
39.5%
$4.82
14.9%
Average 3+ Lanes
$0.12
$0.00
$0.12
$0.12
0.0%
Average Gross Revenue
$4.21
$2.94
$1.27
43.2%
$3.61
16.6%
Express
A Lanes
10
The 2020 fiscal year-to-date (YTD) traffic volume is 3.3% higher when compared with the
same period last year. The 2020 fiscal year-to-date revenue is 21.1% higher than for the
same period last year. The traffic and revenue increases are attributed to higher demand
and increased toll rates to manage the demand. Year-to-date average revenue per -trip is
$4.22.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC 91
Express Lanes and associated potential revenue for the months of July 2019 through
December 2019.
FY 2019-20 Year to Date as of December 31, 2019
Trips
FY 2019-20
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2018-19
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
5,969,012
5,933,357
35,655
0.6%
5,777,160
3.3%
3+ Lanes
1,908,419
1,926,471
(18,052)
(0.9%)
1,849,217
3.2%
Total Gross Trips
7,877,431
7,859,829
17,602
0.2%
7,626,377
3.3%
Revenue
Full Toll Lanes
$32,990,077
$23,315,471
$9,674,605
41.5%
$27,199,627
21.3%
3+ Lanes
$216,298
$0
$216,298
$212,527
1.8%
Total Gross Revenue
$33,206,375
$23,315,471
$9,890,904
42.4%
$27,412,154
21.1%
Average Revenue per Trip
Average Full Toll Lanes
$5.53
$3.93
$1.60
40.7%
$4.71
17.4%
Average 3+ Lanes
$0.11
$0.00
$0.11
$0.11
0.0%
Average Gross Revenue
$4.22
$2.97
$1.25
42.1%
$3.59
17.5%
i Express
A Lanes
11
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between Full Toll lanes and HOV3+
lanes for FY 2019-20 on a monthly basis.
w
E
z
0
>
1,575,000
1,400,000
1,225,000
1,050,000
875,000
700,000
525,000
350,000
175,000
FY 2019-20 Traffic Volume Overview
0-
1,040,80 984,484
Jul-19 Aug-19 Sep-19
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
❑Full Toll Lanes ❑3+ Lanes
The chart below reflects the gross potential revenue breakdown between Full Toll lanes
and HOV3+ lanes for FY 2019-20 on a monthly basis.
$6,800,000
$6,400,000
$6,000,000
$5,600,000
a$5,200,000
$4, 800, 000
cr$4,400,000
$4, 000, 000
$3,600,000
$3,200,000
$2,800,000
FY 2019-20 Revenue Summary
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20
Month
OFull Toll Lanes 03+ Lanes
Express
Jr Lanes
12
RCTC PEAK -HOUR VOLUMES
RCTC evaluates traffic volumes for peak period hours and either increases or decreases
tolls according to the toll rate policy. Hours that are highlighted in yellow were operating
in a degraded state. The next quarterly adjustment is scheduled for April 1, 2020.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
PM Time
Price HOV SW
Vol.
LOS
Rice HW SW
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
Price
HW SW
Vol.
LOS
Price
HW SOV
Vol.
LOS
1400 -1500
$5.30
225
959
1,184
D
$6.95 229
99D
1,219
E
$9.00
188 813
1,001
D
$11.85
242 1,146
1,388
F
521.60
273 922
1,195
D
1500-1600
$7.35
324
937
1,261
E
$6.95 260
865
1,125
D
$9.90
223 778
1,001
D
$1200
290 1,033
1,323
F
$18.70
328 721
1,049
D
1600 - 1700
$5.30
173
896
1,071
D
$5.30 186
1,026
1,212
E
$5.30
138 755
893
C
$7.50
162 865
1,027
D
$10.45
242 886
1,128
D
1700 -1800
$5.30
175
852
1,027
D
$5.30 212
828
1,040
D
$5.30
150 635
785
B
$5.30
196 876
1,072
D
$6.95
264 927
1,191
D
1800.1900
$5.30
259
748
1,007
D
$5.30 272
806
1,078
D
$5.30
197 522
719
B
$5.30
256 823
1,079
D
$5.30
291 897
1,188
D
1900-2000
$2.25
168
558
726
B
$4.20 264
804
1,068
D
$5.30
148 418
566
B
$5.30
240 705
945
C
$5.30
311 786
1,097
D
Monday
12/09/19
Tuesday
12/10/19
Wednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
PM Time
Price
HW SW
Vol.
LOS
Rice HW SOV
Vol.
LOB
Price
HW SW
Vol.
LOS
Price
HW SW
Vol.
LOS
Rice
HW SW
Vol.
LOS
1400-1500
$5.30
205 983
1,188
D
$6.95 252
1,025
1,277
E
$9.00
219 1,064
1,283
E
$11.85
226 1,121
1,347
F
$21.00
259 1,144
1,403
F
1500-1600
$7.35
291 913
1,204
E
$6.95 318
947
1,265
E
$9.90
279 898
1,177
D
$1200
280 1,037
1,317
F
$18.70
314 962
1,276
E
1600-1700
$5.30
188 907
1,095
D
$5.30 175
892
1,067
D
$5.30
204 932
1,136
D
$7.50
194 875
1,069
D
$10.45
226 984
1,210
E
1700 -1800
$5.30
209 827
1,036
D
$5.30 212
860
1,072
D
$5.30
201 820
1,021
D
$5.30
237 898
1,135
D
$6.95
223 943
1,166
D
1800 -1900
$5.30
254 786
1,040
D
$5.30 283
763
1,046
D
$5.30
224 881
1,105
D
$5.30
268 838
1,106
D
$5.30
295 857
1,152
D
1900.2000
$2.25
234 669
903
C
$4.20 249
754
1,003
D
$5.30
243 826
1,069
D
$5.30
312 796
1,108
D
$5.30
312 787
1,099
D
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
PM Time
_
1400-1500
$5.30
213
992
1,205 E
$6.95
207
1,040
1,247 E
$9.00
214
1,075
1,289 E
$11.85
249
1,157
1,406 F
$21.00
298
1,046
1,344
F
1500 - 1600
$7.35
284
893
1,177 D
$6.95
288
991
1,279 E
56.90
271
983
1,254 E
$1200
283
985
1,268 E
$18.70
340
923
1,263
E
1600-1700
$5.30
208
950
1,158 D
$5.30
177
947
1,124 D
$5.30
200
1,014
1,214 E
$7.50
203
885
1,088 D
$10.45
224
943
1,167
D
1700.1800
55.30
239
860
1,099 D
$5.30
218
926
1,144 D
$5.30
236
852
1,088 D
$5.30
231
950
1,181 D
$6.95
272
863
1,135
D
1800-1900
$5.30
284
779
1,033 D
$5.30
291
838
1,129 D
$5.30
240
914
1,154 D
$5.30
306
851
1,157 D
$5.30
337
853
1,190
D
1900-2000
$2.25
237
713
950 C
$4.20
289
792
1,081 D
$5.30
267
668
935 C
$5.30
317
793
1,110 D
$5.30
311
702
1,013
D
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/25/19
Thursday
12/26/19
Friday
12/27/19
PM Time
1
1400-1500
$5.30
260
878
1,138 D
$21.00
375
793
1,168 D
$5.30
407
672
1,079 D
511.85
233
712
945 C
$21.00
348
997
1,345
F
1500-1600
$7.35
272
813
1,085 D
$18.70
424
720
1,144 D
$4.20
318
475
793 B
$1200
197
561
758 B
$18.70
324
855
1,179
D
1600-1700
$5.30
213
881
1,094 D
$10.45
295
706
1,001 D
52.25
265
341
606 B
$7.50
147
438
585 B
$10.45
242
889
1,131
D
1700-1800
$5.30
188
746
934 C
$6.95
354
601
955 C
$2.25
234
328
562 B
$5.30
173
440
613 B
$6.95
275
743
1,018
D
1800 -1900
$5.30
248
681
929 C
$5.30
361
599
960 C
$2.25
292
297
589 B
$5.30
181
343
524 B
$5.30
282
630
912
C
1900-2000
$2.25
190
397
587 B
$5.30
330
523
853 C
52.25
326
308
634 B
$5.30
130
245
375 A
$5.30
251
452
703
B
Monday
12/30/19
Tuesday
12/31/19
Wednesday 01/01/20
Thursday 01/02/20
Friday 01/03/20
PM Timeme
1111
1400-1500
$5.30
276
882
1,158 D
$21.00
312
929
1,241 E
1500-1600
$7.35
321
1,017
1,338 F
$18.70
334
887
1,221 E
1600-1700
$5.30
211
888
1,099 D
$10.45
256
919
1,175 D
1700-1800
$5.30
195
782
977 C
$6.95
302
722
1,024 D
1800-1900
$5.30
168
557
725 B
$5.30
307
583
890 C
1900-2000
$225
198
412
610 B
$5.30
262
424
686 B
Express
A Lanes
13
Eastbound PM Peak - County Line to 1-15 South
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
PM Time
Price HOV SOV
Vol.
LOS
Price HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
1400 -1500
$2.95
84
665
749
B
$5.30 91
744
835
C
$5.30
90 617
707
B
$5.30
78 848
926
C
$5.30
97 672
769
B
1500-1600
$5.30
134
634
768
B
$2.95 125
648
773
B
$2.95
129 600
729
B
$5.30
117 724
841
C
$295
137 576
713
B
1600-1700
$295
94
643
737
B
$295 94
551
645
B
$2.95
82 555
637
B
$2.95
89 636
725
B
$295
109 578
687
B
1700.1800
$2.95
98
604
702
B
$295 116
580
696
B
$2.95
82 503
585
B
$2.95
94 581
675
B
$2.95
122 592
714
B
1800-1900
$2.95
111
562
673
B
$295 128
549
677
B
$2.95
96 442
538
B
$2.95
137 601
738
B
$2.95
172 578
750
B
1900-2000
$295
121
416
537
B
$295 171
566
737
B
$295
70 345
415
B
$295
146 587
733
B
$2.95
172 527
699
B
Monday
12/09/19
Tuesday
12/10/19
Wednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
PM lime
Rice HOV
SOV
Vol.
LOS
Rice HOV SOV
Vol.
LOS
Rice
HOV SOV
Vol.
LOS
Rice
HOV
SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
1400- 1500
$295
113
671
784
B
$5.30 104
745
849
C
$5.30
106 793
899
C
$5.30
109
843
952
C
$5.30
114 782
896
C
1500-1600
$5.30
137
669
806
C
$2.95 147
656
803
C
$295
169 697
866
C
$5.30
137
739
876
C
$2.95
138 646
784
B
1600-1700
$2.95
98
688
786
B
$2.95 107
714
821
C
$295
96 699
795
B
$2.95
109
601
710
B
$2.95
97 685
782
B
1700-1800
$2.95
113
571
684
B
$2.95 108
602
710
B
$295
111 630
741
B
$295
107
604
711
B
$295
81 570
651
B
1800.1900
$2.95
132
542
674
B
$2.95 135
593
728
B
$2.95
110 547
657
B
$295
139
624
763
B
$295
164 506
670
B
1900 - 2000
$2.95
170
496
666
B
$2.95 178
594
772
B
$2.95
146 623
769
B
$295
194
630
824
C
$2.95
180 523
703
B
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
PM Time
1400-1500
$2.95
116
713
829 C
$5.30
122
811
933 C
$5.30
102
758
860
C
$5.30
122
850
972 C
$5.30
126
753
879
C
1500-1600
$5.30
149
663
812 C
$295
118
688
806 C
$2.95
132
728
860
C
$5.30
121
721
842 C
$2.95
154
632
786
B
1600.1700
$2.95
106
677
783 B
$295
97
677
774 B
$2.95
95
655
750
B
$2.95
103
568
671 B
$2.95
118
677
795
B
1700-1800
$2.95
133
593
726 B
$295
103
595
698 B
$2.95
106
618
724
B
$2.95
127
659
786 B
$2.95
141
575
716
B
1800-1900
$295
129
577
706 B
$295
143
604
747 B
$2.95
120
624
744
B
$2.95
162
620
782 B
$2.95
183
609
792
B
1900-2000
$295
161
509
670 B
$295
157
603
760 B
$295
184
494
678
B
$2.95
205
651
856 C
$2.95
195
477
672
B
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/25/19
Thursday
12/26/19
Friday
12/27/19
PM lime
1400-1500
$2.95
122
627
749 B
$5.30
228
537
765 B
6295
236
426
662 B
$5.30
114
465
579 B
$5.30
155
666
821
C
1500-1600
$5.30
144
595
739 B
$2.95
290
518
808 C
$295
223
286
509 B
$5.30
116
433
549 B
$295
187
615
802
C
1600-1700
$2.95
115
554
669 B
$2.95
177
503
680 B
$2.95
144
231
375 A
$295
82
315
397 A
$295
120
539
659
B
1700-1800
$2.95
115
458
573 B
$2.95
219
375
594 B
$2.95
180
216
396 A
$2.95
117
323
440 B
$295
135
469
604
B
1800 -1900
$2.95
134
460
594 B
$2.95
200
410
610 B
$2.95
255
224
479 B
$2.95
121
235
356 A
$295
152
418
570
B
1900- 2000
$2.95
124
286
410 B
$2.95
237
394
631 B
62.95
292
252
544 B
$2.95
91
151
242 A
$295
154
296
450
B
Monday
12/30/19
Tuesday
12/31/19
Wednesday 01/01/20
Thursday 01/02/20
Friday 01/03/20
PM lime
1400-1500
$2.95
117
591
708 B
$5.30
165
680
845 C
1500 -1600
$5.30
162
649
811 C
$295
146
505
651 B
1600 -1700
$2.95
86
595
681 B
$295
150
574
724 B
1700-1800
$2.95
109
489
598 B
$295
176
501
677 B
1800-1900
$2.95
115
405
520 B
$295
164
398
562 B
1900 - 2000
$2.95
118
321
439 B
$295
134
253
387 A
Express
A Lanes
14
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
AM lime
Price HOV SOV
Vol.
LOS
Price HOV SW
Vol.
LOB
Price
HOV SOV
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV SW
Vol.
LOB
0400-0500
$10.80
435
1,115
1,550
F
$10.80 404
1,100
1,504
F
$10.80
374 1,013
1,387
F
$10.50
377 1,074
1,451
F
$5.30
389 717
1,106
D
0500.0600
$23.25
499
858
1,357
F
$22.80 497
829
1,326
E
$18.40
368 920
1,288
E
$17.50
459 1,111
1,570
F
$12.20
449 1,041
1,490
F
0600 - 0700
$20.20
330
900
1,230
E
$17.45 304
861
1,165
D
$19.40
304 545
849
C
$19.40
344 737
1,081
D
$11.45
383 1,168
1,551
F
0700-0800
$16.35
320
1,258
1,578
F
$16.35 313
1,358
1,671
F
$17.10
320 1,167
1,487
F
$15.30
308 1,361
1,669
F
v.30
336 1,207
1,543
F
0800-0900
$11.15
200
1,365
1,565
F
$11.45 180
1,518
1,698
F
$11.45
164 1,288
1,452
F
$1220
183 1,445
1,628
F
$8.00
181 1,129
1,310
E
0900-1000
$6.95
176
987
1,163
D
$9.00 153
1,123
1,276
F
$8.00
148 1,049
1,197
D
$9.00
178 1,044
1,222
E
$5.30
167 884
1,051
D
Monday
12/09/19
Tuesday
12/10/19
VVednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
AM Time
Price HOV SW
Vol.
LOS
Price Ha/ SW
Vol.
LOS
Price
HOV SOV
Vol.
LOB
Price
HOV SW
Vol.
LOB
Price
HOV SW
Vol.
LOB
0400-0500
$10.80
404
1,146
1,550
F
$10.80 407
1,148
1,555
F
$10.80
390 1,233
1,623
F
$10.50
416 1,210
1,626
F
$5.30
353 733
1,086
D
0500.0600
$23.25
482
920
1,402
F
$2280 550
903
1,453
F
$18.40
449 1,115
1,564
F
$17.50
478 1,177
1,655
F
$12.20
415 1,121
1,536
F
0600 - 0700
$20.20
336
877
1,213
E
$17.45 322
836
1,158
D
$19.40
379 653
1,032
D
$19.40
382 804
1,186
D
$11.45
421 1,161
1,582
F
0700 - 0800
$16.35
314
1,258
1,572
F
$16.35 317
1,249
1,566
F
$17.10
327 1,283
1,610
F
$15.30
318 1,307
1,625
F
'/.30
315 1,221
1,536
F
0800-0900
$11.15
175
1,492
1,667
F
$11.45 172
1,567
1,739
F
$11.45
207 1,448
1,655
F
$12.20
200 1,428
1,628
F
$8.00
184 1,155
1,339
E
0900-1000
$6.95
165
1,134
1,299
E
$9.00 162
1,121
1,283
E
86.00
166 1,126
1,292
E
$9.00
186 1,207
1,393
F
$5.30
158 1,002
1,160
D
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
AM Time
0400.0500
$10.80
421
1,134
1,555 F
$10.80
359
1,133
1,492 F
$10.80
418
1,236
1,654 F
$10.50
436
1,144
1,580 F
$5.30
313
727
1,040 D
0500 -0600
$23.25
438
839
1,277 E
$22.80
537
894
1,431 F
$18.40
441
1,165
1,606 F
$17.50
508
1,054
1,562 F
$12.20
400
1,110
1,510 F
0600 - 0700
$20.20
342
929
1,271 E
$17.45
341
830
1,171 D
$19.40
385
702
1,087 D
$19.40
422
772
1,194 D
$11.45
389
1,173
1,562 F
0700-0800
$16.35
313
1,351
1,664 F
$16.35
337
1,360
1,697 F
$17.10
342
1,335
1,677 F
$15.30
359
1,330
1,689 F
$9.30
323
1,162
1,485 F
0800.0900
$11.15
179
1,478
1,657 F
$11.45
206
1,448
1,654 F
$11.45
179
1,458
1,637 F
$1220
248
1,343
1,591 F
$8.00
161
1,170
1,331 E
0900-1000
$6.95
179
1,117
1,296 E
59.00
172
1,205
1,377 F
$8.00
163
1,094
1,257 E
59.00
199
1,139
1,338 E
$5.30
189
874
1,063 D
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/2519
Thursday
12/26/19
Friday
12/27/19
AM Time
0400-0500
$10.80
301
759
1,060 D
$5.30
143
366
509 B
$1.55
10
12
22 A
$10.50
202
564
766 B
$5.30
212
404
616 B
0500-0600
$23.25
322
607
929 C
$1220
162
316
478 B
$1.55
10
13
23 A
$17.50
223
483
706 B
$12.20
212
529
741 B
0600 - 0700
$20.20
209
652
861 C
$11.45
76
306
382 A
$1.55
8
18
26 A
$19.40
130
282
412 B
$11.45
202
554
756 B
0700 - 0800
$16.35
172
720
892 C
$9.30
101
393
494 B
$1.55
17
43
60 A
$15.30
140
452
592 B
$9.30
142
544
686 B
0800 - 0900
$11.15
246
1,190
1,436 F
$8.00
84
348
432 B
$1.55
52
89
141 A
$12.20
115
581
696 B
$8.00
124
583
707 B
0900-1000
$6.95
203
746
949 C
$5.30
126
371
497 B
$1.55
112
217
329 A
$9.00
119
389
508 B
$5.30
171
493
664 B
Monday
12/30/19
Tuesday
12/31/19
Wednesday 01/01/20
Thursday 01/02/20
Friday 01/03/20
AM Time
i
'
0400-0500
$10.80
240
668
908 C
$5.30
184
481
665 B
0500 - 0600
$23.25
276
590
866 C
$1220
219
509
728 B
0600 - 0700
$20.20
150
501
651 B
$11.45
115
382
497 B
0700.0800
$16.35
155
671
826 C
$9.30
126
423
549 B
0800 - 0900
$11.15
128
640
768 B
$8.00
91
368
459 B
0900-1000
$6.95
137
558
695 B
$5.30
128
398
526 B
Express
A Lanes
15
Westbound AM Peak - 1-15 North to County Line
Monday
12/02/19
Tuesday
12/03/19
Wednesday
12/04/19
Thursday
12/05/19
Friday
12/06/19
AM Time
Price HOV SW
Vol.
LOS
Price HOV SW
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV SOV
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400 - 0500
$6.85
264
799
1,083
D
$5.30 233
865
1,098
D
$5.30
244 699
943
C
$5.30
201 773
974
C
$2.95
205 666
871
C
0500-0600
$18.00
382
1,182
1,564
F
$17.25 311
1,029
1,340
E
$16.60
309 1,024
1,333
E
$13.50
338 1,104
1,442
F
$6.85
325 938
1,263
E
0600 - 0700
$19.35
303
1,070
1,373
E
$17.55 290
1,101
1,391
E
$19.65
265 898
1,163
D
$14.50
296 1,102
1,393
E
$6.85
250 1,043
1,293
E
0700-0800
$1215
227
1,082
1,309
E
$13.45 232
1,328
1,560
F
$12.45
171 976
1,147
D
$11.40
216 1,223
1,439
F
$6.85
213 987
1,200
D
0800-0900
$6.85
107
1,102
1,209
E
$8.85 101
1,296
1,397
E
$6.85
94 1,051
1,145
D
$8.85
89 1,121
1,210
E
$5.30
91 909
1,000
C
0900.1000
$5.30
100
756
856
C
$5.30 108
946
1,054
D
$5.30
85 817
902
C
$5.30
97 898
995
C
$2.95
81 801
882
C
Monday
12/09/19
Tuesday
12/10/19
Wednesday
12/11/19
Thursday
12/12/19
Friday
12/13/19
AM lime
Price HOV SW
Vol.
LOS
Price HOV SW
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV SW
Vol.
LOS
0400.0500
$6.85
251
795
1,046
D
$5.30 234
845
1,079
D
$5.30
221 855
1,076
D
$5.30
225 791
1,016
D
$2.95
212 664
876
C
0500-0600
$18.00
322
1,173
1,495
F
$17.25 363
1,137
1,500
F
$16.60
334 1,137
1,471
F
$13.50
364 1,199
1,563
F
$6.85
281 906
1,187
D
0600 - 0700
$19.35
280
1,100
1,380
E
$17.55 320
1,146
1,466
F
$19.65
289 1,119
1,408
F
$14.50
304 1,092
1,396
E
$6.85
231 1,086
1,317
E
0700-0800
$1215
210
1,233
1,443
F
$13.45 233
1,282
1,515
F
$12.45
235 1,293
1,528
F
$11.40
194 1,173
1,367
E
$6.85
172 1,024
1,196
D
0800-0900
$6.85
109
1,249
1,358
E
$8.85 127
1,419
1,546
F
$6.85
118 1,313
1,431
F
$8.85
100 1,172
1,272
E
$5.30
87 951
1,038
D
0900-1000
$5.30
108
944
1,052
D
$5.30 91
1,028
1,119
D
$5.30
136 959
1,095
D
$5.30
119 8877
1,006
D
$2.95
107 789
896
C
Monday
12/16/19
Tuesday
12/17/19
Wednesday
12/18/19
Thursday
12/19/19
Friday
12/20/19
AM Time
Price HOV SW
Vol.
LOS
Rice HOV SOV
Vol.
LOS
Price
HOV
SW
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV SOV
Vol.
LOS
0400 - 0500
$6.85
198
887
1,085
D
$5.30 214
858
1,072
D
$5.30
235
799
1,034
D
$5.30
258 812
1,070
D
$2.95
178 731
909
C
0500-0600
$18.00
315
1,176
1,491
F
$17.25 326
1,200
1,526
F
$16.60
320
1,137
1,457
F
$13.50
374 1,101
1,475
F
$6.85
267 954
1,221
E
0600 - 0700
$19.35
273
1,104
1,377
E
$17.55 289
1,140
1,429
F
$19.65
302
1,106
1,408
F
$14.50
316 1,084
1,400
E
$6.85
228 1,046
1,274
E
0700-0800
$1215
230
1,223
1,453
F
$13.45 277
1,248
1,525
F
$12.45
190
1,129
1,319
E
$11.40
210 1,062
1,272
E
$6.85
176 993
1,169
D
0800-0900
$6.85
105
1,170
1,275
E
$8.85 126
1,242
1,368
E
$6.85
90
1,236
1,326
E
$8.85
114 1,089
1,203
E
$5.30
104 901
1,005
D
0900-1000
$5.30
93
900
993
C
$5.30 101
983
1,084
D
$5.30
114
936
1,050
D
$5.30
116 930
1,046
D
$2.95
94 815
909
C
Monday
12/23/19
Tuesday
12/24/19
Wednesday
12/25/19
Thursday
12/26/19
Friday
12/27/19
AM Time
Price HOV SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Rice
HOV
SOV
Vol.
LOS
Price
HOV SW
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
0400-0500
$6.85
194
601
795
B
$2.95
83
281
364
A
$1.95
10
14
24
A
$5.30
112 380
492
B
$2.95
114
393
507
B
0500-0600
$1800
263
819
1,082
D
$6.85
106
313
419
B
$1.95
13
28
41
A
$13.50
163 511
674
B
$6.85
146
464
610
B
0600.0700
$19.35
159
704
863
C
$6.85
66
356
422
B
$1.95
21
36
57
A
$14.50
107 442
549
B
$6.85
137
504
641
B
0700.0800
$1215
114
716
830
C
$6.85
48
284
332
A
$1.95
14
37
51
A
$11.40
71 446
517
B
$6.85
85
477
562
B
0800.0900
$6.85
76
574
650
B
$5.30
63
295
358
A
$1.95
53
87
140
A
$8.85
55 438
493
B
$5.30
97
510
607
B
0900-1000
$5.30
123
646
769
B
$2.95
101
332
433
B
$1.95
136
189
325
A
$5.30
106 413
519
B
$2.95
130
499
629
B
Monday
12/30/19
Tuesday
12/31/19
Wednesday
01/01/20
Thursday
01/02/20
Friday
01/03/20
AM Time
Rice HOV SW
Vol.
LOS
Rice HOV SW
Vol.
LOS
Price HOV
SOV
Vol. LOS
Rice HOV SW
Vol. LOS
Price
HOV SW
Vol. LOS
0400 - 0500
$6.85 151 490
641
B
$2.95 120 345
465
B
0500.0600
$18.00 201 681
882
C
$6.85 145 486
631
B
0600.0700
$19.35 134 598
732
B
$6.85 77 474
551
B
0700.0800
$1215 78 523
601
B
$6.85 61 387
448
B
0800 - 0900
$6.85 73 559
632
B
$5.30 56 395
451
B
0900 -1000
$5.30 96 516
612
B
5295 93 340
433
B
Express
A Lanes
i6
RCTC OPERATIONAL HIGHLIGHTS
On -road Operations
RCTC Freeway Service Patrol (FSP) responded to 64 calls during the month of December.
Of those calls, 54 were to assist disabled vehicles, 6 calls to remove debris and 4 were
in response to accidents in the Express Lanes
6C Transponder Technology
In December, the 91 Express Lanes began sending letters to customers notifying them
of the transition to the new 6C protocol, as well as changes to the account plans, user
agreement and privacy policy. A new welcome kit, which includes mounting instructions,
has been designed and developed and will be sent with the new sticker transponders in
the upcoming weeks. It is envisioned the distribution of the new transponders to all the
customers will take place over several months.
&Express
Lanes
17
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 12/31/2019
YTD Variance
Description
Actual' Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
'$ 30,520,448.48
'$ 18,294,550.00
$ 12,225,898.48
66.8
Fee Revenue
r 3,929,501.92
r 2,640,150.00
1,289,351.92
48.8
Total operating revenues
34,449,950.40
20,934,700.00
13,515,250.40
64.6
Operating expenses:
Salaries and Benefits
391,797.29
676,700.00
284,902.71
42.1
Legal Services
110,402.19
175,000.00
64,597.81
36.9
Advisory Services
29,617.58
37,500.00
7,882.42
21.0
Audit and Accounting Fees
46,000.00
23,500.00
(22,500.00)
(95.7)
Service Fees
1,086.78
13,000.00
11,913.22
91.6
Other Professional Services
111,477.97
737,950.00
626,472.03
84.9
Lease Expense
112,696.47
128,250.00
15,553.53
12.1
Operations
1,406,386.19
1,814,250.00
407,863.81
22.5
Utilities
13,881.70
31,250.00
17,368.30
55.6
Supplies and Materials
123.62
2,500.00
2,376.38
95.1
Membership and Subscription Fees
20,056.75
12,500.00
(7,556.75)
(60.5)
Office Equipment & Furniture (Non -Capital)
747.12
2,500.00
1,752.88
70.1
Maintenance/Repairs
71,405.32
174,900.00
103,494.68
59.2
Training Seminars and Conferences
350.00
2,250.00
1,900.00
84.4
Transportation Expenses
140.83
3,750.00
3,609.17
96.2
Lodging
1,328.48
3,500.00
2,171.52
62.0
Meals
302.88
500.00
197.12
39.4
Other Staff Expenses
328.10
500.00
171.90
34.4
Advertising
38.00
95,000.00
94,962.00
100.0
Program Management
38,113.07
-
(38,113.07)
N/A
Program Operations
3,507,671.85
5,328,350.00
1,820,678.15
34.2
Litigation Settlement
-
5,000.00
5,000.00
100.0
Furniture & Equipment
265,261.31
375,000.00
109,738.69
29.3
Improvements
16,032.27
8,050.00
(7,982.27)
(99.2)
Depreciation
2,695,986.01 #
-
(2,695,986.01)
N/A
Bad Debt Expense
8.30
-
(8.30)
N/A
Total operating expenses
8,841,240.08
9,651,700.00
810,459.92
8.4
Operating income (loss) 25,608,710.32 11,283,000.00 14,325,710.32 I 127.0
Nonoperating revenues (expenses):
Interest Revenue
1,132,450.03
761,050.00
371,400.03
(48.8)
Other Miscellaneous Revenue
(875.72)
-
(875.72)
' N/A
Interest Expense
(12,566,517.39)
(3,559,950.00)
(9,006,567.39)
253.0
Total nonoperating revenues (expenses)
(12,263,642.90)
(2,798,900.00)
(9,464,742.90)
(338.2)
Transfers In
-
-
-
N/A
Transfers Out
(325,600.00)
(1,529,750.00)
1,204,150.00
(78.7)
Net income (loss) $ 13,019,467.42 I $ 6,954,350.00 I $ 6,065,117.42 I 87.2
Unaudited
2 Depreciation is not a budgeted expense
& Express
A Lanes
18
JOINT AGENCY TRIP AND REVENUE STATISTICS
MULTI AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING December 31, 2019
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
700,650
455,249
65%
$ 1,765,894
RCTC
672,805
455,249
68%
$ 3,378,110
1-15
296,322
204,234
69%
$ 1,407,025
McKinley
376,483
251,015
67%
$ 1,971,085
Eastbound
OCTA
739,586
429,066
58%
$ 2,572,405
RCTC
581,781
429,066
74%
$ 1,899,034
1-15
222,069
174,260
78%
$ 492,501
McKinley
359,712
254,806
71%
$ 1,406,533
JOINT AGENCY TRAFFIC STATISTICS
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
Joint Agency Traffic Statistics
65% 68%
58% 74%
OCTA RCTC OCTA RCTC
Westbound Eastbound
OCTA Transactions RCTC Transactions
% of OCTA Transactions Using Both Segments % of RCTC Transactions Using Both Segments
Express
1 Lanes
19
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT Reporting I Period PERFORMANCE STANDARD Dec-19
Performance
CUSTOM ER SERVICE
Call Wait Time
Monthly
Not to exceed 2 nnutes
1:01
Abandon Rate
Monthly
No more than 4.0%
1.3%
Customer Satisfaction
Monthly
At least 75 outbound calls
75
VIOLATION PROCESSING
Response Time
Monthly Within 2 business days of receipt
0.8
CUSA Violation Collection Rate
Quarterly
70% or more
74% or more
69%
CUSA Violation Collection Rate
Annually
TRAFFIC OPERATIONS
Initial & Secondary Reviews
Monthly
Equal to or less than 15 days
1.0
* Rate Misread Errors
Monthly
Equal to or less than 0.4%
0.01%
CAS Response Time
Monthly
0:20 (minutes) per call
0:12
ACCOUNTING
Monthly
Monthly
OCTA Exceptions
No more than 3
0
RCTC Exceptions
No more than 3
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Monthly
99% Availability
100%
Network Uptime
Monthly 99% Availability
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
* Plate Misread Error performance is current after a 60-day hold -back period; therefore, percentage reported here is for 2 months prior to the
month of this report.
JOINT AGENCY TRANSPONDER DISTRIBUTION
TRANSPONDER DISTRIBUTION
December-19 November-19
Tags
% of Total
FY 2019-20
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Returned
Account aosures
Accounts Dow nsizing
Defective Transponders
Total Issued
1,143
47.5%
805 33.5%
458 19.0%
2,406 16
Total Returned
400 47.3%
147 17.4%
50.4%
30.3%
19.4%
420 38.3% 475 40.4%
107 9.8% 154 13.1%
299 35.3% 570 52.0% 1 546 46.5%
846 - 1,097
1,175
Express
A Lanes
20
At the end of December 2019, the 91 Express Lanes had 150,399 active customer accounts and
229,597 transponders classified as Assigned.
160,000
150,000 -
140,000 -
130,000 -
120,000 -
110,000 -
100,000 -
90,000 -
80,000 -
70,000 -
60,000
Number of Accounts by Fiscal Year
As of December 31, 2019
119,782
116,813
112,584 112,473 112,929 113,672
o_
1
140,694
130,048
148,054 150, 246 150,451 150,399
ti)
>as `Sad >�s oc�
Fiscal Year
Incoming Email Activity
During December, the Anaheim Processing Center received 2,928 emails.
Express
Lanes
21
AGENDA ITEM 71
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Toll Policy and Operations Committee
Reinland Jones, Toll Technology Manager
Jennifer Crosson, Toll Operations Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Caltrans Maintenance Amendment for RCTC 91 Express Lanes and 15 Express
Lanes
TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve Agreement No. 17-31-021-03, Amendment to No. 3 to Agreement
No. 17-31-021-00, with the California Department of Transportation (Caltrans) for
roadway maintenance of the RCTC 91 Express lanes and 15 Express Lanes in an amount
not to exceed $400,000 for FY 2020/21; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and
execute the agreement on behalf of the Commission.
BACKGROUND INFORMATION:
On May 14, 2016, the Commission entered into a Facility Maintenance Agreement (FMA) with
Caltrans to maintain the RCTC 91 Express Lanes roadway to fulfill the Commission's obligation to
perform maintenance under Toll Facility Agreement (TFA) Agreement No. 12-31-067-00 for the
91 Express Lanes. In the TFA, Caltrans is stated as an option for roadway maintenance, but not
required.
The Commission entered into the initial FMA for the 91 Express Lanes because Caltrans was
familiar with the facility and provided a simple maintenance option for the Commission as a new
operator of the 91 Express Lanes. Local Caltrans staff has worked with its Orange County
counterparts and Commission staff to reduce the length of the scheduled maintenance closures
with coordination and staging of the work to be performed. They also coordinated work for
adjacent projects that required closure of the 91 Express Lanes to minimize the number of
closures.
During the last three years, Caltrans has proven to be a valuable resource to staff and the
travelling public. It has performed the maintenance services in a timely and effective manner. It
has provided routine maintenance every third week according to the agreed upon schedule.
Routine maintenance activities include inspection of the roadway, channelizer replacement,
Agenda Item 71
66
pavement marker repair, pavement repair, sweeping and debris removal, drainage clearing, and
other maintenance items. It has responded to emergency repairs and incidents in a timely
manner.
Each year Caltrans and the Commission establish a work plan, and the amount of the services to
be provided in the work plan are submitted to the Commission in the recurring contracts cycle.
Caltrans has performed the work described in the work plan on time and under budget.
On September 29, 2016, the Commission entered into TFA Agreement No. 17-31-002-00 for the
15 Express Lanes with the same provisions that the Commission is responsible for providing
ongoing maintenance and Caltrans may be used as a provider of such maintenance should the
Commission chose to use Caltrans.
Caltrans' integral role in the construction of the 15 Express Lanes, experience providing
maintenance for the 91 Express Lanes, and ability to perform the wide range of services required
to ensure continued operation and maintenance of the 15 Express Lanes makes it an excellent
choice as the roadway maintenance provider.
Staff recommends that the existing FMA with Caltrans be amended to include maintenance
services for the 15 Express Lanes beginning with the opening of the 15 Express Lanes in
FY 2020/21. The cost of Caltrans providing maintenance services for the 91 Express Lanes in
FYs 2017/18 and 2018/19 was $171,375 and $165,625, respectively. It is estimated the
FY 2019/20 91 Express Lanes maintenance cost will be $180,000.
Staff worked with Caltrans to develop a work plan for FY 2020/21 for the combined 91 and 15
Express Lanes maintenance services. The work plan includes routine maintenance every three
weeks and emergency maintenance based on past experience. The cost includes Caltrans labor,
California Highway Patrol labor (for closures), equipment rental, and materials.
The cost for the 91 Express Lanes emergency maintenance is estimated to be higher than that of
the 15 Express Lanes during the initial year of operation because certain work, such as pavement
repair, will be performed by the 15 Express Lanes design -build contractor under warranty. The
estimated costs for the combined 91 and 15 Express Lanes maintenance services in FY 2020/21
is $400,000: $220,000 for the 91 Express Lanes and $180,000 for the 15 Express Lanes. A
summary of the work plan breakdown by facility is as follows:
Maintenance Category
91 Express Lanes
15 Express Lanes
Routine Maintenance
$ 120,000
$ 120,000
Emergency Maintenance
100,000
60,000
Total Maintenance
$ 220,000
$ 180,000
Agenda Item 71
67
This is a not to exceed amount, and Caltrans is only paid for work performed according to the
established work plan. Staff will seek Commission approval for subsequent years of work during
the recurring contract process.
The Commission's Procurement Policy Manual adopted September 9, 2015, allows for the non-
competitive procurement of non -federally funded services if the services are to be provided by a
government or other public entity. Contracting with Caltrans for these services will prevent
unnecessary delays and allow for efficient maintenance and emergency response coordination
along the 91 Express Lanes and 15 Express Lanes in Riverside County.
Staff recommends the Commission approve Amendment No. 3 to Agreement No. 17-31-021-00,
the Caltrans FMA, for roadway maintenance for the 91 Express Lanes and 15 Express Lanes in the
amount not to exceed $400,000 for FY 2020/21.
Financial Information
In Fiscal Year Budget:
N/A
Year: FY 2020/21
Amount:
$400,000
Source of Funds:
Toll Revenues
Budget Adjustment:
N/A
GL/Project Accounting No.:
009199 73305 00000 0000 591 31 73301
001599 73305 00000 0000 515 31 73301
Fiscal Procedures Approved:
\lie4,4,,,Ai„
Date:
02/11/2020
Attachment: Draft Amendment No. 17-31-021-03
Approved by the Toll Policy and Operations Committee on February 27, 2020
In Favor: 5 Abstain: 0 No: 0
Agenda Item 71
68
Agreement No. 17-31-021-03
TOLL-AGR-00003
AMENDMENT NO. 3 TO
FREEWAY MAINTENANCE AGREEMENT
BY AND BETWEEN
RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND
STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION
REGARDING
91 EXPRESS LANES AND ADDING 15 EXPRESS LANES
1 Parties and Date
This Amendment No. 3 to the Freeway Maintenance Agreement is made and entered into as
of , 20, by and between the State of California, acting by and through the
Department of Transportation ("Caltrans"), and the Riverside County Transportation Commission, a
California county transportation commission ("RCTC").
2. Recitals
2.1 Caltrans and RCTC have entered into that certain Freeway Maintenance Agreement
dated March 17, 2017 (the "FMA") for the purpose of providing for Caltrans
maintenance of the Toll Facility, as that term is defined in the FMA.
2.2 Caltrans and RCTC have entered into that certain Amendment No. 1 to the FMA
dated July 1, 2018 for the purpose of including the Work Plan and Budget, as those
terms are defined in the FMA, for fiscal year 2018-2019.
2.3 Caltrans and RCTC have entered into that certain Amendment No. 2 to the FMA,
dated July 1, 2019, for the purpose of updating Exhibit "A" of the FMA to include
the Work Plan and Budget for fiscal year 2019-2020.
2.4 The parties now desire to amend the FMA in order to include services for the 1-15
Express Lanes in Riverside County.
3. Terms
3.1
The cover page and title of the FMA shall be amended to include reference to the 15
Express Lanes.
3.2 The recitals of the FMA shall be amended in their entirety, and replaced with the
following, which recitals shall be incorporated into the FMA by reference as though
fully set forth therein:
1733 6.02101 \32328543.1
1
69
1.1 91 Toll Facility.
1.1.1 RCTC and Caltrans have entered into a 91 CIP Design -Build
Cooperative Agreement, dated July 25, 2012, pursuant to which
RCTC, though use of a design -build contractor, constructed the
91 Corridor Improvement Project ("91 CIP"), which included
construction of the initial "91 Toll Facility" defined as follows:
(a) Extension of the existing OCTA 91 Express Lanes
approximately 7.5 miles east from the Orange/Riverside
County line to I-15.
(b) Addition of a direct connector from the "RCTC 91 Express
Lanes" to the median of I-15 south of SR-91 to Ontario
Avenue. The tolled lanes include one -lane connectors
approximately 2.8 miles in each direction in the median of I-
15 providing access and egress to and from the "RCTC 91
Express Lanes".
1.1.2 RCTC and Caltrans have entered into a 91 Toll Facility
Agreement ("91 TFA"), effective as of May 14, 2012, under the
authority of Section 130240, et seq., of the Public Utilities Code;
Section 143 of the Streets and Highways Code, Section 6800, et
seq., of the Public Contracts Code, and the Section 129
Agreement entered into between RCTC, Caltrans and the Federal
Highway Administration, dated August 18, 2009. The 91 TFA
provides for use of the identified portions of the State Highway
right of way for the operation and maintenance of the 91 Toll
Facility. The Section 129 Agreement requires Caltrans to annually
certify that RCTC is adequately maintaining the 91 Toll Facility.
1.1.3 Under the 91 TFA, RCTC must submit to Caltrans for its annual
approval a maintenance plan for the 91 Toll Facility, which, to the
extent that RCTC engages Caltrans to perform maintenance
services, shall be the work plan adopted pursuant to this
Maintenance Agreement. Pursuant to the 91 TFA, RCTC is
responsible for the maintenance of the 91 Toll Facility in
accordance with the Caltrans furnished Maintenance Standards,
defined below.
1.2 15 Toll Facility.
1.2.1 RCTC and Caltrans have entered into a 15 Design -Build
2
1733 6.02101 \32328543.1
70
Cooperative Agreement, dated May 31, 2016, pursuant to which
RCTC, though use of a design -build contractor, is constructing
the 15 Express Lanes Project ("15 ELP"), which includes
construction of the "15 Toll Facility" defined as follows:
(a) Addition to the I-15 of two tolled express lanes in each
direction (a total of four tolled express lanes) from Cajalco
Road in Corona, California to the SR 60 interchange in
Jurupa Valley, California.
1.2.2 RCTC and Caltrans have entered into a 15 Toll Facility
Agreement ("15 TFA"), dated September 29, 2016, under the
authority of Section 130000, et seq., of the Public Utilities Code;
Section 149.8 of the Streets and Highways Code, and Section
6820, et seq., of the Public Contracts Code. The 15 TFA provides
for use of the identified portions of the State Highway right of
way for the operation and maintenance of the 15 Toll Facility.
1.2.3 Under the 15 TFA, RCTC must submit to Caltrans for its annual
approval a maintenance plan for the 15 Toll Facility, which, to the
extent that RCTC engages Caltrans to perform maintenance
services, shall be the work plan adopted pursuant to this
Maintenance Agreement. Pursuant to the 15 TFA, RCTC is
responsible for the maintenance of the 15 Toll Facility in
accordance with the Caltrans furnished Maintenance Standards,
defined below.
1.3 Toll Facility. As used in this FMA, the term "Toll Facility" shall
mean and refer, collectively, to the 91 Toll Facility and the 15 Toll
Facility.
1.4 TFA. As used in this FMA, the term "TFA" shall mean and refer,
collectively, to the 91 TFA and the 15 TFA.
1.5 Caltrans is the state agency responsible for the planning, financing,
implementation and maintenance of the State Highway System
serving the State of California.
1.6 The Parties desire Caltrans to maintain the Toll Facility as set forth
in this FMA for the term hereof with the purpose of (a) providing safe
passage for the traveling public through the Toll Facility, (b) meeting
RCTC's maintenance obligations under the TFA, (c) safeguarding all
Caltrans, California Highway Patrol, RCTC, toll operator and other
workers, and (d) causing minimum interference with RCTC's ability
1733 6.02101 \32328543.1
3
71
to provide a high quality transportation service to motorists and meet
other obligations associated with the 91 CIP, and the 15 ELP.
1.7 The Parties do not desire Caltrans to maintain toll collection
components such as ETC System, AVI, data networks, toll
enforcement equipment, offices, communications centers or other
facilities which are not located within the State right of way.
3.3 Section 3.3 of the FMA, Scheduled Maintenance- Scheduling, shall be amended in its
entirety, and replaced with the following:
3.3 Scheduled Maintenance — Scheduling.
Scheduled Maintenance shall be provided at the frequency set
forth in the Work Plan. Scheduled Maintenance shall be performed
as directed by RCTC during low volume traffic periods to minimize
loss of toll revenue and disruption to traffic operations. The Parties
may establish, in writing, dates and times during which Scheduled
Maintenance is to occur ("Scheduled Maintenance Windows"). The
Parties shall, from time to time, review and redefine the Scheduled
Maintenance Windows, if any, to optimize revenue collection and
Caltrans' ability to operate effectively and efficiently. Multiple
maintenance windows during a month may be required to accomplish
Scheduled Maintenance. At its discretion, either Party reserves the
right to cancel Scheduled Maintenance upon reasonable prior notice
to the other Party.
Caltrans shall assign a Caltrans Maintenance Supervisor level
representative to work alongside RCTC's toll operator to plan the
Scheduled Maintenance activity in advance of the Scheduled
Maintenance time. The Scheduled Maintenance tasks will be planned
in the annual Work Plan and adjusted on a monthly basis to meet the
actual Toll Facility needs. Caltrans shall coordinate maintenance
activities with the operators of the 91 Toll Facility and the 15 Toll
Facility, respectively, and Caltrans District 12 maintenance.
3.4 Section 5.2.2 and Section 5.4 of the FMA refer to the dispute resolution process
contained in Section 18.6 of the TFA. The Parties agree that this shall be amended to
refer to the dispute resolution process contained in Section 18.6 of the 91 TFA.
3.5 Exhibit "A" of the FMA shall be amended to include the final, approved Work Plan
and Budget for fiscal year 2020-2021, in the form attached to this Amendment No. 3
as Exhibit "A" and incorporated herein by reference.
1733 6.02101 \32328543.1
4
72
3.6 Except as amended by this Amendment No. 3, all provisions of the FMA shall
remain in full force and effect and shall govern the actions of the parties under this
Amendment No. 3.
3.7 This Amendment No. 3 may be signed in counterparts, each of which shall constitute
an original.
3.9 A manually signed copy of this Amendment No. 3 which is transmitted by facsimile,
email or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original executed copy of this Amendment No. 3 for all
purposes.
1733 6.02101 \32328543.1
[Signatures on following page]
5
73
SIGNATURE PAGE
TO
AMENDMENT NO. 3 TO
FREEWAY MAINTENANCE AGREEMENT
STATE OF CALIFORNIA RIVERSIDE COUNTY
DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION
By:
Title:
By:
Anne Mayer, Executive Director
APPROVED AS TO FORM AND APPROVED AS TO FORM:
PROCEDURE:
By:
Assistant Chief Counsel Legal Counsel
Department of Transportation Best, Best & Krieger LLP
CERTIFIED AS TO FUNDS:
By:
Title:
1733 6.02101 \32328543.1
6
74
Exhibit "A"
Work Plan and Budget
Fiscal Year 2020-2021
[attached behind this page]
Exhibit A
1733 6.02101 \32328543.1
AGENDA ITEM 7J
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Toll Policy and Operations Committee
Stephanie Blanco, Capital Projects Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Agreement with Selected Consultants for On -Call Traffic and Revenue Study
Services
TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Award the following agreements to provide on -call traffic and revenue study services for
a five-year term in the amount of $3.9 million, plus a contingency amount of $195,000,
for a total amount not to exceed $4,095,000:
a) Agreement No. 20-31-019-00 to C&M Associates, Inc. (C&M Associates);
b) Agreement No. 20-31-051-00 to CDM Smith, Inc. (CDM Smith); and
c) Agreement No. 20-31-052-00 to Stantec Consulting Services, Inc. (Stantec);
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and
execute the agreements on behalf of the Commission;
3) Authorize the Executive Director or designee to execute task orders awarded to the
consultants under the terms of agreements; and
4) Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for the task order services.
BACKGROUND INFORMATION:
Since 2006, the Commission has utilized traffic and revenue study services for transportation
projects to support decisions related to the feasibility of toll projects, development of funding
plans and financing, funding applications, and sensitivity analysis showing financial impacts of toll
policy changes and transportation improvements. Examples of these decisions include the
following:
1) Feasibility of implementing the State Route 91 and Interstate 15 Express Lanes Projects
by financing construction, operations, and maintenance costs through toll revenue bonds
and Transportation Infrastructure Finance and Innovation Act (TIFIA) loans;
2) Determination of traffic and financial impacts of transportation improvements such as
the SR-91 Corridor Operations Project and the I-15/SR-91 Express Lanes Connector; and
Agenda Item 7J
76
3) Determining the traffic and financial impacts of various toll policies including express lane
eligibility requirements such as high occupancy vehicles with 3 or more occupants and
Clean Air Vehicles.
Based on need, these traffic and revenue study services have been procured separately for the
SR-91 and 1-15 projects. Both existing traffic and revenue study contracts remain in place for
future use for each of these two facilities. The 91 Express Lanes has been operational for almost
three years while the 1-15 Express Lanes Project will be operational soon. The dynamic nature of
these express lane facilities and the ongoing need for traffic and revenue study services related
to traffic management and revenue generation will continue.
Staff identified the need for additional traffic and revenue study services in several areas. First,
the Commission is developing a third express lane facility - the 1-15 Express Lanes Project —
Southern Extension (1-15 ELPSE). At this time, the 1-15 ELPSE is not fully funded for design or
construction. However, staff anticipates the need to perform traffic and revenue study work for
this project to help create a funding plan for future phases of work through construction. Further,
other future express lane projects could be authorized by the Commission that would benefit
from traffic and revenue study services.
Second, adjacent agencies such as the San Bernardino County Transportation Authority and the
Transportation Corridor Agencies are quickly developing express lanes or toll connectors that will
directly connect with or potentially impact the Commission's express lane facilities. With this in
mind, the Commission may desire to perform traffic and revenue study work to better
understand the traffic and financial impact of these facilities on the Commission's facilities.
Related, the Commission may desire to perform a peer review of the traffic and revenue study
performed by another agency to satisfy itself of the methodology used, results, and impacts to
Commission facilities.
Lastly, the impact to Commission express lane facilities due to a toll policy change (e.g. carpool
occupancy requirements or Clean Air Vehicle discount) could be estimated by performing traffic
and revenue study work. Additionally, new technologies, such as automated/connected vehicle
penetration or Mobility as a Service applications, could be assessed for all of the Commission's
express lane facilities by performing traffic and revenue study work.
To address these and other planning and operational needs for the Commission's express lanes,
staff developed an on -call traffic and revenue study services procurement to solicit consultants.
The on -call contract will provide the Commission the flexibility to utilize a pool of qualified traffic
and revenue study consultants to conduct the necessary services on an as -needed, task order
basis. The scope of work for the task orders under this contract will include the following
representative traffic and revenue activities:
• Traffic and revenue studies for planning and financing activities;
• Independent/peer reviews or analysis of other traffic and revenue studies;
Agenda Item 7J
77
" D a t a c o l l e c t i o n f o r e x i s t i n g a n d p r o p o s e d e x p r e s s l a n e f a c i l i t i e s ;
" A n a l y s i s t o s h o w i m p a c t s f r o m f u t u r e t r a n s p o r t a t i o n i m p r o v e m e n t s a n d t o l l p o l i c y
c h a n g e s ;
" T r a f f i c a n d r e v e n u e i m p a c t s f r o m f u t u r e t r a n s p o r t a t i o n i n n o v a t i o n s , s u c h a s
a u t o m a t e d / c o n n e c t e d v e h i c l e s , M o b i l i t y a s a S e r v i c e , o r t e c h n o l o g i c a l a d v a n c e s r e l a t e d
t o t o l l c o l l e c t i o n a n d e n f o r c e m e n t ;
" P r e s e n t a t i o n o f t r a f f i c a n d r e v e n u e m e t h o d s a n d r e s u l t s t o t h e C o m m i s s i o n , f i n a n c i a l
i n s t i t u t i o n s , a n d i f n e c e s s a r y , t h e p u b l i c ; a n d
" T r a f f i c a n d r e v e n u e i m p a c t s b a s e d o n a d h o c r e q u e s t s f r o m t h e C o m m i s s i o n a s i t r e l a t e s
t o e x i s t i n g a n d f u t u r e e x p r e s s l a n e f a c i l i t i e s .
B a s e d o n t h e s e r e p r e s e n t a t i v e t r a f f i c a n d r e v e n u e a c t i v i t i e s i d e n t i f i e d c u r r e n t l y a n d f u t u r e
a n t i c i p a t e d n e e d s f o r t r a f f i c a n d r e v e n u e s t u d y s u p p o r t , t h e s e c o n t r a c t s a r e p l a n n e d f o r a t e r m
o f f i v e y e a r s .
A n i n d e p e n d e n t c o s t e s t i m a t e ( I C E ) w a s d e v e l o p e d , u s i n g h i s t o r i c a l c o s t s f r o m e f f o r t s p e r f o r m e d
f o r t h e f e a s i b i l i t y a n d f i n a n c i n g o f S R - 9 1 a n d 1 - 1 5 E L P p r o j e c t s , a s w e l l a s s i m i l a r w o r k f o r p e e r
r e v i e w s a n d s e n s i t i v i t y a n a l y s e s f o r t o l l p o l i c y c h a n g e s . T h e I C E r e s u l t e d i n a n a m o u n t o f
$ 3 . 9 m i l l i o n p l u s a 5 p e r c e n t c o n t i n g e n c y o f $ 1 9 5 , 0 0 0 f o r a t o t a l o f $ 4 , 0 9 5 , 0 0 0 . B a s e d o n p r o j e c t
d e l i v e r y s c h e d u l e s a n d e x p e c t e d p o l i c y i n q u i r i e s , s t a f f i d e n t i f i e d t r a f f i c a n d r e v e n u e a n a l y s e s
a c t i v i t i e s t h a t a r e e x p e c t e d t o b e c o m p l e t e d w i t h i n t h e c o n t r a c t d u r a t i o n o f f i v e y e a r s . T h e
f o l l o w i n g t a b l e p r o v i d e s a s u m m a r y o f t h e s e a n t i c i p a t e d a c t i v i t i e s w i t h t h e e s t i m a t e d c o s t t o
c o m p l e t e t h e e f f o r t .
A c t i v i t y C o s t
T r a f f i c a n d R e v e n u e S t u d y I n t e r m e d i a t e ( 1 - 1 5 E L P S E ) $ 6 0 0 , 0 0 0
T r a f f i c a n d R e v e n u e S t u d y F i n a l ( 1 - 1 5 E L P S E ) 1 , 5 0 0 , 0 0 0
P e e r R e v i e w s 1 , 0 0 0 , 0 0 0
V a r i o u s T e c h n i c a l S t u d i e s ( T e c h n o l o g y a n d T o l l P o l i c y C h a n g e s ) 8 0 0 , 0 0 0
S u b - T o t a l 3 , 9 0 0 , 0 0 0
5 % C o n t i n g e n c y 1 9 5 , 0 0 0
T o t a l $ 4 , 0 9 5 , 0 0 0
T a s k O r d e r P r o c e s s
U p o n s u c c e s s f u l e x e c u t i o n o f t h e c o n t r a c t s w i t h t h e o n - c a l l t r a f f i c a n d r e v e n u e c o n s u l t a n t s , a
r e q u e s t f o r p r o p o s a l ( R F P ) f o r a t r a f f i c a n d r e v e n u e a c t i v i t y w i l l b e i s s u e d t o t h e c o n s u l t i n g f i r m s .
U p o n r e c e i p t o f t h e p r o p o s a l s , a p a n e l w i l l c o n d u c t a r e v i e w a n d s e l e c t a f i r m b a s e d o n
r e s p o n s i v e n e s s t o t h e R F P , w h i c h i n c l u d e s c r i t e r i a s u c h a s q u a l i f i c a t i o n s o f t h e p r o p o s e d s t a f f ,
a p p r o a c h t o t h e p r o p o s e d t r a f f i c a n d r e v e n u e a n a l y s i s a c t i v i t y , a n d c o s t . T h e s e l e c t e d f i r m w i l l
b e n o t i f i e d , a n d t h e t a s k o r d e r w i l l b e i s s u e d .
A g e n d a I t e m 7 J
7 8
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 of these contracts. 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. 20-13-019-00 for on -call traffic and revenue study services was released by staff on
November 14, 2019. 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, 41 firms downloaded the RFQ; seven of these firms are located in
Riverside County. Staff responded to all questions submitted by potential proposers prior to the
November 27, 2019 clarification deadline date. Four firms — C&M Associates (Dallas, TX); CDM
Smith (Rancho Cucamonga); Jacobs Engineering Group (Riverside); and Stantec (New York, NY);
submitted responsive and responsible statements of qualifications prior to the 2:00 p.m.
submittal deadline on December 11, 2019. Based on the evaluation criteria set forth in the RFQ,
the firms were evaluated and scored by an evaluation committee comprised of Commission and
Bechtel staff.
Based on the evaluation committee's assessment of the written proposals and pursuant to the
terms of the RFQ, the evaluation committee shortlisted and invited three firms (C&M Associates,
CDM Smith, and Stantec) to the interview phase of the evaluation and selection
process. Interviews were conducted on January 22, 2020.
Following the interviews, the evaluation committee conducted a subsequent evaluation of each
firm, based on both written and interview components presented to the evaluation committee
by each proposer. Accordingly, the evaluation committee recommends contract awards to C&M
Associates, CDM Smith, and Stantec to provide on -call traffic and revenue study services, as these
firms earned the highest total evaluation scores.
Recommendation
Staff recommends award of Agreement No. 20-31-019-00 to C&M Associates, Agreement
No. 20-31-051-00 to CDM Smith, and Agreement No. 20-31-052-00 to Stantec for on -call traffic
and revenue study services, for a five-year term in the amount of $3.9 million, plus a contingency
amount of $195,000, for a total amount not to exceed $4,095,000. The Commission's model
professional services agreement will be entered into with C&M Associates, CDM Smith, and
Stantec, subject to any changes approved by the Executive Director and pursuant to legal counsel
review. Further, staff recommends authorization for the Chair or Executive Director to execute
the agreement and task orders on behalf of the Commission and for the Executive Director or
designee to approve contingency work up to the total not to exceed amount as required for the
task order.
Agenda Item 7J
79
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2019/20
Amount:
$ 450,000
N/A
FY 2020/21+
$ 3,645,000
Local Transportation Funds, 2009 Measure A,
No
Source of Funds:
Budget Adjustment:
and other funds (as identified and applicable)
N/A
003044 65520 00000 0000 262 31 65520
GL/Project Accounting No.:
XXXXXX 65520 00000 0000 XXX 31 65520
Fiscal Procedures Approved:
\I-Al/Liezeati
Date:
02/12/2020
Attachments:
1) Draft Agreement No. 20-31-019-00 to C&M Associates, Inc.
2) Draft Agreement No. 20-31-051-00 to CDM Smith, Inc.
3) Draft Agreement No. 20-31-052-00 to Stantec Consulting Services, Inc.
Approved by the Toll Policy and Operations Committee on February 27, 2020
In Favor: 5 Abstain: 0 No: 0
Agenda Item 7J
80
ATTACHMENT 1
Agreement No. 20-31-019-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
C&M ASSOCIATES, INC.
FOR ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
Parties and Date.
This Agreement is made and entered into this day of , 2020, by
and between the RIVERSIDE COUNTY TRANSPORT ION COMMISSION ("the
Commission") and C&M ASSOCIATES, INC. ("Cons : nt"), a Corporation. The
Commission and Consultant are sometimes referred t•. q individually as "Party", and
collectively as the "Parties".
Recitals.
A. On November 8, 1988 the Voters o
authorizing the collection of a one-half p: 1/2
"tax") to fund transportation programs an
and adopting the Riverside Count
B. Pursuant to Pu
authorized to allocate the pr
C. On Nov
of the Measure A
transportation and i
rside County approved Measure A
tail transactions and use tax (the
s within the County of Riverside,
rovement Plan (the "Plan").
ctions 240000 et seq., the Commission is
in furtherance of the Plan.
e voters of Riverside County approved an extension
dit . al thirty (30) years for the continued funding of
within the County of Riverside.
D. Consultant . -s to perform and assume responsibility for the provision of
certain on -call traffic and re -nue consulting 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 solicited, awarded and authorized by Commission Purchase Orders
as further described in this Agreement ("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.
E. 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).
17336.00603\32414498.1
81
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 traffic and revenue consulting 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 Order
requests and proposals. No Services shall be performed unless authorized by a
Commission Purchase Order for Task Order Services, as further detailed herein. 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.
The Consultant shall commence work
Proceed" or "Limited Notice to Proceed" from Co
Purchase Order for authorized Task Order Serv.
3. Pre -Award Audit. As a result of the
Caltrans procedures apply in connection -with
be contingent upon completion and appr
during the pre -award audit shall be resolve
of this Agreement.
4. Audit Proced
proposals and ICR, are subjec
audit, an incurred cos
work paper review
proposal and ICR
compliance with 48 C
of a CPA ICR audit wor
state, or local governmen
n -ipt of a written "Notice to
ission, - following issuance of a
g for this Project, and to the extent
nce of a "Notice to Proceed" may
and audit. Any questions raised
ommission will consider approval
d subconsultant contracts, including cost
dits or eviews such as, but not limited to, a contract
endent Cost Review (ICR) Audit, or a CPA ICR audit
dit or review, this Agreement, Consultant's cost
ork papers, if applicable, will be reviewed to verify
and other related laws and regulations. In the instances
review it is Consultant's responsibility to ensure federal,
fficials 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.
17336.00603\32414498.1
2
82
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
five 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 hall complete the Services
within the term of this Agreement, and shall meet any of established schedules and
deadlines. All applicable indemnification provisions o Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administ . r. The Comr ion hereby designates
the Commission's Executive Director, or his her -signee, to act as its Contract
Administrator for the performance of this ement ("Commission's Contract
Administrator"). Commission's Contrac ' s inistrshall have the authority to act on
behalf of the Commission for all purposeement. Commission's Contract
Administrator shall also review and give a • o , . eded, to the details of Consultant's
work as it progresses. Consult. .II n. ccept direction or orders from any person
other than the Commission's trac dmi trator or his or her designee.
7. Consultant's ' .en a Consultant hereby designates Sam Bohluli,
to act as its Repres- - • e performance of this Agreement ("Consultant's
Representative"). ultan ' e • entative shall have full authority to act on behalf of
Consultant for all p► .ses und: this Agreement. The Consultant's Representative shall
supervise and direct t' ervic: , using his or her professional skill and attention, and shall
be responsible for all me. -thods, techniques, sequences and procedures and for the
satisfactory coordination o 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
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performance of this Agreement are: Sam Bohluli, Carlos M. Contreras, Ali Soroush, Axel
Herrmann, 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 .-rform, at its own cost and
expense and without reimbursement from the Commiss , any services necessary to
correct errors or omissions which are caused by the Co is failure to comply with the
standard of care provided for herein, and shall be fully _.pon to the Commission for all
damages and other liabilities provided for in indemni ion provisions of this
Agreement arising from the Consultant's err' an• omissio .. Any employee of
Consultant or its sub -consultants who is • -r - ed by the Commission to be
uncooperative, incompetent, a threat to the adeqtimely completion of the Project, a
threat to the safety of persons or propert -. em. ee who fails or refuses to perform
the Services in a manner acceptable to t . o , shall be promptly removed from
the Project by the Consultant and s• - II not - em..yed to perform any of the Services
or to work on the Project.
10. Inde•enden
under its supervision.
performing the Servi
retains Consultant
representative of th
different services for o
performing the Services
under Consultant's exclusiv
ervices shall be performed by Consultant or
will determine the means, methods and details of
he requirements of this Agreement. Commission
contractor basis and not as an employee, agent or
n. Consultant retains the right to perform similar or
g the term of this Agreement. Any additional personnel
his Agreement on behalf of Consultant shall at all times be
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.
Services under this Agreement shall be competitively solicited amongst Consultant and the
other firms identified in Section 19.12 of this Agreement pursuant to a Task Order request
for proposals process. If Consultant's Task Order proposal is selected for a Project, the
Commission shall issue a Purchase Order for the Services. Consultant's agreement to the
final terms of a proposed Task Order, Commission's issuance of a Purchase Order and
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Consultant's commencement of the Services following issuance of the Purchase Order
shall indicate the Parties' agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5) days
of receiving a Purchase Order for the Task Order Services from the Commission. Each
request for Task Order proposals 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 hall respond to Consultant's
submittals in a timely manner. Upon request of Commi n's Contract Administrator,
Consultant shall provide a more detailed schedule of an ' ted performance to meet the
Schedule of Services.
11.1 Modification of the Schedu
Commission, through correspondence or pr
required Services within the scheduled time pe
informed of all anticipated delays. In the that
modification is necessary, Consultant sha
for approval by Commission's Contract A
11.2 Trend ings
Commission's Contract Ad
Commission, on a bi-weekly
standard day and ti
discussions conce
issues, and future
and distribution of
attendees no later than
on Itant shregularly report to the
ports, its progress in providing
Commission shall be promptly
ultant determines that a schedule
it a revised Schedule of Services
ant shall conduct trend meetings with the
er interested parties, as requested by the
or as may be mutually scheduled by the Parties at a
d meetings will encompass focused and informal
le, and current progress of Services, relevant cost
es. Consultant shall be responsible for the preparation
endas to be received by the Commission and other
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,
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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 nimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All repo , wo • g papers, and similar work
products prepared for submission in the course of p ding Se -s under this Agreement
shall be submitted to the Commission's Contr Ad inistrato draft form, and the
Commission may require revisions of such dra rior ormal submission and approval.
In the event plans and designs are to be develo s part of the Project, final detailed
plans and designs shall be contingent u. •.tainin vironmental clearance as may be
required in connection with State funds 'e nt that Commission's Contract
Administrator, in his or her sole discretion, , - i e formally submitted work product
to be not in accordance with t dar care established under this Agreement,
Commission's Contract Admi► . rato av r: ire Consultant to revise and resubmit the
work at no cost to the Com
14. A..e
Consultant shall re
Project or necessar
required to, and will n
questions of a legal natu
rings. If and when required by the Commission,
public hearings or other meetings related to the
ance of the Services. However, Consultant shall not be
y decision, interpretation or recommendation regarding
ich 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
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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 o this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section .II • onstrued to in any way limit
Consultant's indemnification obligations contained i► .ection 2the case of any conflict
between this Section and Section 29, Section 29 .II govern. Th .ection is not intended
to obligate the Commission to reimburse Cons t f• e spent by its personnel related
to Contractor claims for which Consultant is ed to indemnify and defend the
Commission pursuant to Section 29 of t
17. Final Acceptance. Upon .j►' . by the Commission that Consultant
has satisfactorily completed the ' es ired under this Agreement and within the
term set forth herein the Co' issi4 sha ;five Consultant a written Notice of Final
Acceptance. Upon receip s - - ' - Consultant shall incur no further costs
hereunder, unless otherwise s• -d in - otice of Final Acceptance. Consultant may
request issuance of a _ Acceptance when, in its opinion, it has satisfactorily
completed all Servi require n • e terms of this Agreement. In the event copyrights
are permitted unde ''s Agree -nt, then in connection with State funding, it is hereby
acknowledged and ag • tha e State agency shall have the royalty -free non-exclusive
and irrevocable right to ► ce, publish, or otherwise use, and to authorize others to
use, the work for governm al 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. 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
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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 Servi -s. Consultant shall not be
reimbursed for actual costs that exceed the estimated w - rates, employee benefits,
travel, equipment rental, overhead, and other estimate- is set forth in the approved
Consultant cost proposal attached hereto as Exhi. `B' . incorporated herein by
reference, or any cost proposal included as part of ask Or• "Cost Proposal") unless
additional reimbursement is provided for by en endme . The overhead rates
included in the attached Exhibit "B" shall be fixe th rm of the Master Agreement, and
shall not be subject to adjustment, unless require he applicable funding source. In In
no event, shall Consultant be reimbur •r ove d costs at a rate that exceeds
Commission's approved overhead rate - . th ost Proposal. In the event that
Commission determines that a change t. - •e , es from that specified in the Cost
Proposal, this Agreement or a - Or. is required, the Agreement time or actual
costs reimbursable by Co r issio shal •e adjusted by written amendment to
accommodate the changed . T► total cost as specified in Section 19.8 shall
not be exceeded, unless - tho . by a written amendment.
19.2
Consultant a fixed
nonadjustable for each
of Services, and such a
allowable incurred costs, Commission shall pay
rth in each Task Order ("Fixed Fee"). The Fixed Fee is
r, except in the event of a significant change in the Scope
nt 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
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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 pro
permit upon receipt by Commission's Contract Admini
triplicate. Invoices shall be submitted no later than 45 cal
of work for which Consultant is billing. Invoices shall
milestone and each project as applicable. Invoices
approved Cost Proposal and shall reference this
invoice must contain the final cost and all credit
purchased under the Equipment Purchase provis
should be submitted within 60 calend
Invoices shall be mailed to Commission
Riverside County
Attention: Acco
P.O. 12008
Riverside, CA
tly as fiscal procedures will
or of itemized invoices in
r days after the performance
work performed on each
follow format stipulated for the
ent num and project title. Final
mission including any equipment
of this Agreement. The final invoice
ompletion of Consultant's work.
istrator at the following address:
Commission
19.8 a tots o payable by Commission, including the Fixed Fee,
shall not exceed th- ount se .rth in each Task Order.
19.9 Sa . eases shall be reimbursable if the new salary is within the
salary range identified in t 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.
19.12 Commission has or will enter into three (3) task order contracts for
performance of the Scope of Services identified in Exhibit "A", including this Agreement
("On -Call Traffic and Revenue Consulting Services Task Order Contracts"). The other On -
Call Traffic and Revenue Consulting Services Task Order Contracts are Agreement No. 20-
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89
31-051-00 to CDM Smith, Inc. and Agreement No. 20-31-052-00 to Stantec Consulting
Services, Inc. The total amount payable by Commission for the On -Call Traffic and
Revenue Consulting Services Task Order Contracts shall not exceed a cumulative
maximum total value of Three Million Nine Hundred Thousand Dollars ($3,900,000) ("NTE
Sum"). It is understood and agreed that there is no guarantee, either expressed or implied
that this dollar amount will be authorized under the On -Call Traffic and Revenue Consulting
Services Task Order Contracts through Task Orders. Each time a Task Order is awarded
under any of the On -Call Traffic and Revenue Consulting Services Task Order Contracts,
the Commission shall send written notification to Consultant and each of the other
consultants entering into the On -Call Traffic and Revenue Consulting Services Task Order
Contracts. The notice shall identify the total funds allocated under issued Task Orders, and
the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and
agrees that Commission shall not pay any amount under this Agreement that would exceed
the NTE Sum, and Consultant shall not knowingly enter into ask Order that exceeds the
NTE Sum.
20. Disputes.
20.1 Any dispute, other than a
under this Agreement that is not disposed of by
decided by a committee consisting of R
written or verbal information submitted b
20.2 Not later t
Agreement, Consultant may
unresolved claims or dispute
writing.
20.3
committee will excu
terms of this Agreeme
21. Termination.
erning a question of fact arising
agreement of the Parties shall be
Cont . Administrator, who may consider
fter completion of all Services under this
the Commission's Executive Director of
The request for review will be submitted in
pency of a dispute, nor its consideration by the
from full and timely performance in accordance with the
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
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90
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
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 otherwise provided herein,
and deliver to the Commission all Documents and Data, a fined in this Agreement, as
may have been prepared or accumulated by Consulta erformance of the Services,
whether completed or in progress.
21.5 In addition to the above, C
for any reasonable additional costs incurred by
Commission has compensated Consultant
Commission has determined in its sole
complete the Project because it did no
Agreement. Termination of this Agree
Commission in determining whe ent
shall be ble to the Commission
ssion to revise work for which the
this Agreement, but which the
tion n - . to be revised, in part or whole, to
and of care established in this
se may be considered by the
to future agreements with Consultant.
f the Parties provided in this Section are in
addition to any other rights an. -dies • •vided by law or under this Agreement.
21.7
waived any and all
termination of this Ag
cuting this Agreement, shall be deemed to have
ages which may otherwise arise from the Commission's
convenience or cause, as provided in this Section.
21.8 Cons • . nt may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 If applicable, 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 If applicable, 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 If applicable, any costs for which payment has been made to
CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR,
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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 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 mak- such materials available at
their respective offices at all reasonable times during the -ement period and for three
years from the date of final payment under this Agre .t. The State, State Auditor,
Commission, FHWA, or any duly authorized repre to of the State or Federal
Government shall have access to any books, rec , and do 'gents of Consultant and
it's certified public accountants (CPA) work pap at e pertine o this Agreement and
indirect cost rates (ICR) for audit, examinatio x s, and transactions, and copies
thereof shall be furnished if requested. Subcontra excess of $25,000 shall contain this
provision.
23.1 Accounting
and maintain an accounting sys
expenditures by line item for
subcontractors shall confor
the determination of incurred c
reimbursement paym
System. � ' " - d its subcontractors shall establish
d re :s that properly accumulate and segregate
accounting system of Consultant and its
ted Accounting Principles (GAAP), enable
interim points of completion, and provide support for
invoices.
24.1 An e concerning a question of fact arising under an interim or
post audit of this Agreeme 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
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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.
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 Comm' sion.
25.4 Any subcontract in excess of $25, ntered into as a result of this
Agreement shall contain all the provisions stipulated i is - -ement to be applicable to
subconsultants.
25.5 Any substitution of subc Ita must be approved in writing by
Commission's Contract Administrator prior to th of work by the subconsultant(s).
25.6 Exhibit "B" may set
bill the Consultant for Services and that a
to Consultant. Additional Direct
the Consultant and all subcon
Order. The subconsultant r
accounting purposes only.
26.
which each subconsultant shall
imbursement by the Commission
ed in Exhibit "B" shall be the same for both
therwise identified in Exhibit "B" or in a Task
cost proposals contained herein are for
26.1 Pr .' , ization, in writing, by Commission's Contract Administrator
shall be required before sultant 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
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93
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 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 com
Prevailing Wage Rate requirements in accorda
1770, and all Federal, State, and local laws a
(b) Any subcontr, entere
more than $25,000 for public works con
demolition, repair, or maintenance of publi
Section.
(c)
Scope of Services, transpor
minimum rates set by
applicable Prevailin
th the of California's General
with Califor Labor Code, Section
es applicable to the Services.
as a result of this Agreement, if for
than $15,000 for the alteration,
contain all of the provisions of this
es apply to the Services described in the
n. istence costs shall be reimbursed at the
ent of Industrial Relations (DIR) as outlined in the
tion. See http://www.dir.ca.gov.
of the prevailing rate of per diem wages in effect at
commencement of this -e► t are on file at the Commission's offices. Consultant shall
make copies of the prevai ates 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. If 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
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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 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 prov. ions of the California Labor
Code, unless Consultant or the Services are not subject t�e Eight -Hour Law.
27.4 Employment of Apprentices. ThVAg ent shall not prevent the
employment of properly indentured apprentices i cordanc 'th the California Labor
Code, and no employer or labor union shall refu acc t othe e qualified employees
as indentured apprentices on the work perform er der solely on the ground of race,
creed, national origin, ancestry, color or sex. Eve alified apprentice shall be paid the
standard wage paid to apprentices under ` -. ulati of the craft or trade in which he or
she is employed and shall be employed 'IUD ' - c t or trade to which he or she is
registered.
If California Labor Cod
subcontractor hereunder wh
apply to the joint apprenticeshi
approving Consultant
Upon issuance of
number of apprenti
the apprenticeship pro
pplies to the Services, Consultant and any
in any apprenticeable craft or trade shall
cil administering applicable standards for a certificate
ultant for the employment and training of apprentices.
sultant and any sub -consultant shall employ the
r therein, as well as contribute to the fund to administer
ch craft or trade in the area of the work hereunder.
The parties expres 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").
17336.00603\32414498.1
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95
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, Co ► ssion shall have and retain all
right, title and interest (including copyright, patent, trade and other proprietary rights)
in all plans, specifications, studies, drawings, e ates, '.terials, data, computer
programs or software and source code, enhance s, docum and any and all works
of authorship fixed in any tangible medium o pre n, inclining but not limited to,
physical drawings or other data magnetically o Ise recorded on computer media
("Intellectual Property") prepared or developed b on behalf of Consultant under this
Agreement as well as any other such Int .I Pro prepared or developed by or on
behalf of Consultant under this Agreeme
The Com
Intellectual Property develop
wholly or in part by Commissi
and whether or not dev- -•ed
assignments of any
request of Commi
ve and retain all right, title and interest in
er this Agreement whether or not paid for
t developed in conjunction with Consultant,
onsultant. Consultant will execute separate written
the above referenced Intellectual Property upon
C. Ita► hall also be responsible to obtain in writing separate
written assignments from . ubcontractors 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
17336.00603\32414498.1
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96
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 rvices or the Project in any
magazine, trade paper, newspaper, television or radio pro tion or other similar medium
without the prior written consent of Commission.
28.4 Infringement Indemnification
hold the Commission, its directors, officials, offic
and harmless, pursuant to the indemnification p
infringement of any patent, copyright, trade secr
proprietary right of any person or entit . nseq
Commission of the Documents & Data, in
specified or depicted.
29. Indemnificati
defend (with counsel of Com
and their directors, offici
and harmless from an
loss, damage or inj
any manner arisin
misconduct of Consu
contractors arising out of
or this Agreement, includin
nsultant1defend, indemnify and
yees, vo nteers and agents free
of this Agreement, for any alleged
ade name, trademark, or any other
ce of the use on the Project by
od, process, product, or concept
extent permitted by law, Consultant shall
, indemnify and hold Commission, Caltrans
employees, consultants, volunteers, and agents free
demands, causes of action, costs, expenses, liability,
, to property or persons, including wrongful death, in
cident to alleged negligent acts, omissions, or willful
fficials, officers, employees, agents, consultants, and
onnection with the performance of the Services, the Project
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.
17336.00603\32414498.1
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97
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. Insurance.
30.1 Time for Compliance. Consultant shal
Agreement until it has provided evidence satisfactory to t
all insurance required under this Section, in a foran
acceptable to the Commission. In addition, Consul shall
commence work on any subcontract until it has - ured all
Section.
30.2 Minimum Require
maintain for the duration of the Agreeme
or damages to property which may arise fr
Agreement by the Consultant, it
Consultant shall also require
insurance for the duration
following minimum levels of
commence work under this
mmission that it has secured
ith insurance companies
no ow any subcontractor to
insure required under this
Cons. -nt shall, at its expense, procure and
nst claims for injuries to persons
ection with the performance of the
sentatives, employees or subcontractors.
ractors to procure and maintain the same
Such insurance shall meet at least the
cope of Insurance. Coverage shall be at least as
broad as the latest .ion of the .!lowing: (1) General Liability: Insurance Services Office
Commercial General ility c• • rage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Ins ► q- ervices Office Business Auto Coverage (form CA 0001,
code 1 (any auto) or exac quivalent); 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
17336.00603\32414498.1
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98
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.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub -consultants to procure and maintain, fora 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 Consultant
shall obtain such insurance in an amount not less ► . n $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may con r written requests to lower or
dispense with the errors and omissions liability insura' -quirement contained in this
Section for certain subconsultants of Consultant, on . ase- case basis, depending on
the nature and scope of the Services to be provi► . by the s onsultant. Approval of
such request shall be in writing, signed by the ' . mi ion's Co ract Administrator.
30.4 Aircraft Liability Insuran
use of aircraft, Consultant shall proc
maintained, aircraft liability insurance o
required by the Commission. Such insura
non -owned aircraft and pass
Commission, Caltrans and
additional insureds with res
the Consultant.
30.5
following provision
Commission to add t •Ilow' • provisions to the insurance policies:
ce. o conducting any Services requiring
n, or cause to be procured and
, with a single limit as shall be
a ude coverage for owned, hired and
all name, or be endorsed to name, the
cials, officers, employees and agents as
or operations performed by or on behalf of
n • . ements. The insurance policies shall contain the
t shall provide endorsements on forms approved by the
(a) . eneral 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.
17336.00603\32414498.1
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99
(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 respect
their directors, officials, officers, employees and agen
unbroken chain of coverage excess of the Consultan
Any insurance or self-insurance maintained by
directors, officials, officers, employees and a
insurance and shall not be called upon to cont
(c) Workers' Co ► - i satiori
(i) Consult
of Section 3700 of the California Cod
against liability for workers' co - - nsa n or
the provisions of that co
commencing work under this ent.
against the Comm!
paid under the terms
Consultant.
set forth hereunder.
Commission, Caltrans and
if excess, shall stand in an
sc led underlying coverage.
Comm n, Caltrans and their
I be ex s of the Consultant's
it in any way.
Employers Liability Coverage.
at he/she is aware of the provisions
ich requires every employer to be insured
ndertake self-insurance in accordance with
II comply with such provisions before
nsurer shall agree to waive all rights of subrogation
ors, officials, officers, employees and agents for losses
rance policy which arise from work performed by the
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
(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
17336.00603\32414498.1
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100
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 r-quired by this Agreement,
except that the Consultant shall provide at least ten (1 ays prior written notice of
cancellation of any such policy due to non-payment of ium. If any of the required
coverage is cancelled or expires during the term of t . Ag . ent, the Consultant shall
deliver renewal certificate(s) including the General ility Addi .I Insured Endorsement
to the Commission at least ten (10) days prio the effective .te of cancellation or
expiration.
(v) The r
later than the effective date of this Agree
continuously for a period of at least three
Agreement. Consultant shall p
retroactive date is advanced
cancelled or not renewed; or
a retroactive date subsea uent
insurance coverage
the Commission, is no
and obligations otherwis
but not limited to, the provi
(if any) of each policy is to be no
nt shall maintain such coverage
completion of the work under this
1) year extended reporting period A) if the
date of this Agreement; B) if the policy is
placed by another claims -made policy with
effective date of this Agreement.
oregoing requirements as to the types and limits of
ed by Consultant, and any approval of said insurance by
and shall not in any manner limit or qualify the liabilities
ed by the Consultant pursuant to this Agreement, including
ns 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.
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30.6 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.
30.7 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.
30.8 Verification of Coverage. Consultant s .II furnish Commission with
original certificates of insurance and endorsements effe • coverage required by this
Agreement on forms satisfactory to the Commission. T--rtificates and endorsements
for each insurance policy shall be signed by a pers• : uthed by that insurer to bind
coverage on its behalf. All certificates and endors- -nts mus received and approved
by the Commission before work commences. e C•mmissi• reserves the right to
require complete, certified copies of all require. 'su e policies, at any time.
30.9 Subconsultant Ins e Re• ents. Consultant shall not allow
any subcontractors or subconsultants to • - e k on any subcontract until they
have provided evidence satisfactory to • sion that they have secured all
insurance required under this S Po l -s of commercial general liability insurance
provided by such subcontr.- . s o .ubc• .ultants shall be endorsed to name the
Commission as an additiona ur- i form CG 20 38 04 13 or an endorsement
providing the exact same cov- -. If requested by Consultant, the Commission may
approve different scolimits of insurance for particular subcontractors or
subconsultants.
30.10 nce. At its option, the Commission may require such
additional coverage(s), li d/or the reduction of deductibles or retentions it considers
reasonable and prudent ba -d 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.
31. 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,
17336.00603\32414498.1
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102
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.
32. 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 • . rties. Notwithstanding the
foregoing, the Commission's Executive Director may ma - change to the Agreement,
other than a Cardinal Change. For purposes of this A. 'ent, a Cardinal Change is a
change which is "outside the scope" of the Agreeme , of ords, work which should
not be regarded as having been fairly and reas• . •ly withi - contemplation of the
parties when the Agreement was entered intoexple of - hange which is not a
Cardinal Change would be where, in a contra • ► struct a building there are many
changes in the materials used, but the size and I. t of the building remains the same.
Cardinal Changes are not within the a oft •rovision to order, and shall be
processed by the Commission as "sole so a ents according to applicable law,
including the requirements of FTA rcula •.1 1, •aragraph 9(f).
modification which is sig
than a Cardinal Ch
adjustment to the
issuance of a Chan
agreements of the pa
Modification").
to the changes authorized above, a
by • " . ultant and the Commission's Executive Director, other
ade in order to: (1) make a negotiated equitable
e, . livery schedule and other terms resulting from the
reflect definitive letter contracts, and (3) reflect other
fying the terms of this Agreement ("Bilateral Contract
(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.
33. Prohibited Interests.
33.1 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
17336.00603\32414498.1
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103
Agreement. For breach or violation of this warranty, the Commission shall have the right to
rescind this Agreement without liability.
33.2 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 confl'ct with the performance of
services under this Agreement.
(c) Any subcontract in excess „2 '0 entered into as a result of
this Agreement, shall contain all of the provisions
(d) Consultant hereby
affiliated with Consultant will bid on any construc
construction inspection for any constructi. • . roject
firm is one, which is subject to the contro
otherwise.
(e) Ex
providing surveying or mate
design services in connection
contract, or on any co
resulting from this c
is Artic
t neither onsultant, nor any firm
tract, or on any contract to provide
Iting from this contract. An affiliated
ons through joint -ownership, or
sultants whose services are limited to
tion, no subconsultant who has provided
is co ct shall be eligible to bid on any construction
e construction inspection for any construction project
33.3 miss' Conflict of Interest. For the term of this Agreement, no
member, officer or empl. - he Commission, during the term of his or her service with
the Commission, shall hav- : ny direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
33.4 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.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
17336.00603\32414498.1
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104
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.
33.6 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 t - value of the work actually
performed; or to deduct from the Agreement price; or othee recover the full amount of
such rebate, kickback or other unlawful consideration.
33.7 Covenant A•ainst Ex•endit of Com ion State or Federal
Funds for Lobbying. The Consultant certifies tr to th- best o / her knowledge and
belief no state, federal or local agency appropr . -d f .s have been paid, or will be paid
by or on behalf of the Consultant to any person for urpose of influencing or attempting
to influence an officer or employee of a - e or feal agency; a Member of the State
Legislature or United States Congress; - o -mployee of the Legislature or
Congress; or any employee of a Member o -gi ure or Congress, in connection with
the award of any state or feder. . act, • . nt, loan, or cooperative agreement, or the
extension, continuation, rend .I, a ndm: or modification of any state or federal
contract, grant, loan, or coo
Ily omitted.
onsultant's certification provided in this Section is a
material representatio fact on which reliance was placed when this Agreement was
entered into, and is a p . ite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. ilure 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 be included in all Consultant
subcontracts which exceed $100,000, and that all such subcontractors shall certify and
disclose accordingly.
33.8 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.
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34. 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.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action
in good faith to resolve any dispute arising between
not excuse Consultant from full and timely perfo
37.2. If the Parties are unable to r
faith to do so, the Parties may seek any
either Party commences an action agai
otherwise, arising out of or in connection
litigation shall be entitled to have
fees and, all other costs of su
38. Time of Esse
this Agreement.
39. H
headings contained i
the construction or inte
e
m. The
nce of the
r, the Parties shall attempt
dency of a dispute shall
ices.
a dispute after attempting in good
remedy to resolve the dispute. If
y, either legal, administrative or
ment, the prevailing Party in such
om the losing Party reasonable attorneys'
he essence for each and every provision of
an. Section Headings, paragraph captions or marginal
ent are for convenience only and shall have no effect in
of any provision herein.
40. 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:
C&M Associates, Inc. Riverside County
15770 North Dallas Parkway Transportation Commission
Suite 870 4080 Lemon Street, 3rd Floor
Dallas, TX 75248 Riverside, CA 92501
Attn: Sam Bohluli 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
17336.00603\32414498.1
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106
Party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
41. 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
Parties and the interpretation of the Parties' understanding concerning the performance of
the Services.
42. Amendment or Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supers des all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of s -ement is declared invalid,
illegal, or otherwise unenforceable by a court ofpetent sdiction, the remaining
provisions shall continue in full force and effect.
45. Intentionally Omitted.
46. Survival. All rights and nder that by their nature are to
continue after any expiration or terminatio -ment, including, but not limited to,
the indemnification and confideobl ons, shall survive any such expiration or
termination.
47. No Third P ne es. There are no intended third party
beneficiaries of any ri• ► •li n assumed by the Parties.
48. La. Certifica n. 'y its signature hereunder, Consultant certifies that it
is aware of the provis of Se• •n 3700 of the California Labor Code which require every
employer to be insure • . i lability for Workers' Compensation or to undertake self-
insurance in accordance he provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. 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
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
17336.00603\32414498.1
27
107
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 .' closed and provided that
Consultant first comply with the requirements set forth i► is paragraph. As soon as
practicable after Consultant becomes aware that it is re• or may become required, to
disclose the Confidential Communication for such .so , onsultant shall notify the
Commission in writing, in order to allow the Commi .n to purs -gal remedies designed
to limit the Confidential Communication req d to .e disclosed or to assure the
confidential treatment of the disclosed informati. .II. g its disclosure. Consultant shall
cooperate with the Commission, on a reimburse. •asis, to assist the Commission in
limiting the scope of disclosure or ass .e co -ntial treatment of any disclosed
information.
51.
court order related to this
immediately provide written
Consultant shall not re
Commission is provi
responding to the
52. Assi
transfer, either directly or
the prior written consent of
Should Consultant receive a subpoena or
ervices or the Project, Consultant shall
poena or court order to the Commission.
y such subpoena or court order until notice to the
erein, and shall cooperate with the Commission in
rder.
ransfer. Consultant shall not assign, hypothecate, or
ration of law, this Agreement or any interest herein, without
e 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.
53. 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.
54. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
55. 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
17336.00603\32414498.1
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108
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.
56. Electronic Delivery of Agreement. A manually signed copy of this
Agreement which is transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement for all purposes.
[Signatures on following page]
17336.00603\32414498.1
29
109
SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY C&M ASSO ES, INC.
TRANSPORTATION COMMISSION
B
By: Signature
Anne Mayer, Executive Director
Approved as to For
By:
Best, Best & Kriege
General Counsel
me
Title
cliiiiiiiiir
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.
17336.00603\32414498.1
30
110
EXHIBIT "A"
SCOPE OF SERVICES
[ATTACHED BEHIND THIS PAGE]
Exhibit A
17336.00603\32414498.1
111
SCOPE OF SERVICES
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
1. GENERAL INFORMATION
1.1. Background
The RIVERSIDE COUNTY TRANSPORTATION COMMISSION (Commission) is requesting
Statements of Qualifications (SOQ) from qualified professionals for on -call Traffic and
Revenue consulting services. The Commission intends to contract with qualified consulting
firms to provide comprehensive, on -call consulting services for Commission toll projects. On -
call traffic and revenue services will be in support of planned or in -progress Commission
projects, operating Commission toll facilities, and technical sort for the toll program.
2. DESCRIPTION OF WORK
Consultant tasks may include, but not be limite , the follotypical tasks. Specific
requirements will be set forth in each task for e rder:
2.1. Project Management
The Consultant will support the Commiss dir'1�tion and supervision of project staff
to facilitate the performance in ac •rdanc his ope of work and RCTC requirements.
The Project management • is include but not be limited to, the
coordination/preparation/d. ' n of p ct meetings, development/maintenance of a
project schedule, prepara invoicing, maintenance of project records,
development/adminis of - ality control plan and coordination of submittals and final
deliverables.
2.2. Traffic and Re
The Consultant shall sup the Commission with the development of different levels of traffic
and revenue studies depending on the need for a particular express lanes project. The
following is a description of the potential tasks that may be issued with a specific task order
for this discipline:
• Level 1 Traffic and Revenue Study (sketch) that evaluates potential traffic demand and
growth with implementation of express lanes and provides revenue estimates for a
given amount of time.
• Level 2 Traffic and Revenue Study (Intermediate) that further refines traffic forecast,
operations, and revenue estimates in that it can be used to support express lane
planning, design, and provide a basis for a funding or financing plan. The effort
associated with this type of study may require additional data collection for traffic
forecasting and economic development assumptions. In addition, stated preference
surveys may be required.
EXHIBIT A - 1
112
" L e v e l 3 T r a f f i c a n d R e v e n u e S t u d y ( I n v e s t m e n t G r a d e ) t h a t p r o v i d e s a r o b u s t a n d
t h o r o u g h e v a l u a t i o n o f t r a f f i c f o r e c a s t s , o p e r a t i o n , a n d e x p e c t e d r e v e n u e f r o m
i m p l e m e n t a t i o n o f e x p r e s s l a n e s . A l e v e l 3 T r a f f i c a n d R e v e n u e s t u d y w i l l b e u s e d a s
a m e c h a n i s m t o s u p p o r t t h e i s s u a n c e o f b o n d s f o r f u t u r e e x p r e s s l a n e s p r o j e c t s . T h i s
s t u d y m a y b e b u i l t o n a e x i s t i n g l e v e l 2 s t u d y a n d m a y i n c l u d e v e r i f i c a t i o n o f t r a f f i c
d a t a , m o d e l i n g a s s u m p t i o n s a n d r e v e n u e e s t i m a t e s . A d d i t i o n a l s t a t e d p r e f e r e n c e
s u r v e y s m a y b e n e e d e d t o v e r i f y t h e a s s u m p t i o n s m a d e i n t h e m o d e l i n g f o r t h e f u t u r e
e x p r e s s l a n e s p r o j e c t s . A d d i t i o n a l c o u n t s a n d s c e n a r i o a n a l y s e s m a y b e n e c e s s a r y t o
m a k e t h e l e v e l 3 T r a f f i c a n d R e v e n u e S t u d y c u r r e n t a n d t o s u p p o r t b o n d i s s u a n c e
a c t i v i t i e s .
2 . 3 . T e c h n i c a l S u p p o r t a n d M i s c e l l a n e o u s S t u d i e s
F o r f u t u r e p r o j e c t s a n d e x i s t i n g f a c i l i t i e s , t h e C o n s u l t i v o v i d e t e c h n i c a l s u p p o r t a s i t
r e l a t e s t o r e v i e w i n g t r a f f i c a n d r e v e n u e a c t i v i t i e s a n d ' ' c u m e n t p a r t o f a g i v e n t a s k o r d e r ,
t h e C o n s u l t a n t m a y r e v i e w o r d e v e l o p s t u d i e s r e l - : t o s i m u l a t i o v e l m o d e l i n g , f i n a n c i a l
a n a l y s i s , o p e r a t i o n a l a n a l y s i s , a n d p l a n n i n g s
a d j u s t m e n t s o f t o l l e d f a c i l i t i e s , c o r r i d o r s , o r s y
r e q u e s t s f r o m C o m m i s s i o n e r s a s i t r e l a ' " a n
e v a l u a t e d . U n d e r t h i s t a s k , t h e C o n s u l t a
" R e v i e w a n d v e r i f y t r a
a g e n c i e s ;
" C o n d u c t d a t a c o m p
" C o n d u c t l a n d u
" C o n d u c t S t
" T o l l o p t
a d j u s t m e n t
t e c h n i q u e s t o
u p p o r t p r i c i n g p o l i c i e s a n d d e s i g n
I n a d d i t i o n , v a r i o u s q u e s t i o n s a n d
e x ! " o r f u t u r e t o l l p o l i c y m a y n e e d t o b e
h e f o l l o w i n g a c t i v i t i e s :
S t u d i e s f r o m o t h e r C o n s u l t a n t s o r o t h e r
e c t i o n , a n d a n a l y s i s ;
- e c o n o m i c r e s e a r c h ;
r v e y s ;
t h r o u g h a n a l y s i s o f p r i c i n g s t r a t e g i e s , t o l l r a t e
t o s i m u l a t i o n a n a l y s i s , a n d o t h e r f i n a n c i a l m o d e l i n g
o p t i m a l t o l l s o l u t i o n s , b a s e d o n r e v e n u e o r t h r o u g h p u t ;
" E v a l u a t e t h e t r a f a n d r e v e n u e i m p a c t s o f a d d i t i o n / d e l e t i o n o f p r o j e c t f e a t u r e s o r
p r o p o s e d p r o j e c t s w i t h i n t h e e x p r e s s l a n e s c o r r i d o r o r n e t w o r k ;
" P r o v i d e n e t t o l l r e v e n u e a n a l y s e s o f p r o p o s e d e x p r e s s l a n e s c o r r i d o r s ;
" S e n s i t i v i t y a n a l y s e s t h a t e v a l u a t e s i m p a c t s t o r e v e n u e a n d t r a f f i c f r o m d i f f e r e n t
a s s u m p t i o n s f r o m a s o c i o - e c o n o m i c p e r s p e c t i v e , h o r i z o n y e a r s , a n t i c i p a t e d p r o j e c t s ,
a n d o t h e r f a c t o r s t h a t c a n i m p a c t p r o p o s e d a n d e x i s t i n g e x p r e s s l a n e s ;
" F o r e c a s t i n g o f t r a f f i c p e r f o r m a n c e f o r e x i s t i n g f a c i l i t i e s a n d f u t u r e p r o j e c t s
" E x p r e s s l a n e n e t w o r k t r a f f i c m o d e l i n g f o r p o t e n t i a l n e w e x p r e s s l a n e s c o r r i d o r s ;
" M a r k e t s h a r e a n a l y s e s f o r p r e l i m i n a r y t e s t i n g o f a l t e r n a t i v e t o l l c o n c e p t s a n d
o p e r a t i o n a l p o l i c i e s ;
" D e v e l o p t r a f f i c a n d r e v e n u e m o d e l i n g a n d e v a l u a t e i m p a c t s f r o m e m e r g i n g m o b i l i t y
t e c h n o l o g i e s ;
" E v a l u a t e m u l t i - m o d a l f e a s i b i l i t y f r o m a t r a f f i c a n d r e v e n u e p e r s p e c t i v e ;
E X H I B I T A - 2
1 1 3
" P r o v i d e t e c h n i c a l s u p p o r t a n d p r e s e n t t o C o m m i s s i o n l e g a l c o u n s e l , o t h e r c o n s u l t a n t s ,
C a l t r a n s , F e d e r a l H i g h w a y A d m i n i s t r a t i o n , f i n a n c i a l i n s t i t u t i o n s o r r a t i n g a g e n c i e s
r e g a r d i n g t r a f f i c a n d r e v e n u e s t u d i e s ;
" D e v e l o p a n d e x e c u t e p r e s e n t a t i o n s a n d t r a i n i n g s f o r v a r i o u s a u d i e n c e s ;
" A n d c o m p l e t e r e l e v a n t t a s k s r e l a t e d t o t r a f f i c a n d r e v e n u e a n a l y s e s o f h i g h w a y
c o r r i d o r s a n d o t h e r m o b i l i t y o p t i o n s .
2 . 4 . M a t e r i a l s t o b e F u r n i s h e d b y C o m m i s s i o n
A l l s o f t w a r e , d a t a , r e p o r t s , s u r v e y s , d r a w i n g s , a n d o t h e r d o c u m e n t s f u r n i s h e d t o t h e O f f e r o r
b y C o m m i s s i o n f o r t h e O f f e r o r ' s u s e i n t h e p e r f o r m a n c e o f s e r v i c e s s h a l l b e m a d e a v a i l a b l e
o n l y f o r u s e i n p e r f o r m i n g t h e a s s i g n m e n t a n d s h a l l r e m a i n p r o p e r t y o f C o m m i s s i o n . A l l
s u c h m a t e r i a l s s h a l l b e r e t u r n e d t o C o m m i s s i o n u p o n c o r e t i o n o f s e r v i c e s , t e r m i n a t i o n o f
t h e a g r e e m e n t , o r o t h e r s u c h t i m e a s C o m m i s s i o n m a e e .
2 . 5 . P e r s o n n e l Q u a l i f i c a t i o n s a n d R e s p o n s i b i l i t i e
T h e q u a n t i t y a n d q u a l i f i c a t i o n s o f p e r s o n n e l t o
o f t h e T a s k O r d e r r e q u e s t a n d t h e d e g r o f d i f f i c u
A l l p e r s o n n e l a n d p e r s o n n e l a s s i g n m e n t
2 . 6 . T h i r d P a r t y R e l a t i o n s h i p s
T h i s C o n t r a c t i s i n t e n d e d
C o m m i s s i o n p r o j e c t s , f a c i l i t i
p r o f e s s i o n a l o f f e r o r s
T h e C o m m i s s i o n ,
c o n t r a c t u a l m a t t
C o m m i s s i o n a n d s h
i s s u e s , a n d a l l r e l a t e d
h e d w i l l b e d e t e r m i n e d b y t h e s c o p e
f t h e r e q u i r e d t a s k s t o b e p e r f o r m e d .
t o a p p r o v a l b y C o m m i s s i o n .
t r a f f i c a n d r e v e n u e c o n s u l t i n g s e r v i c e s f o r
p u " . s . T h e C o m m i s s i o n w o r k s c l o s e l y w i t h v a r i o u s
o t h e r s i n t h e d e v e l o p m e n t o f i t s p r o j e c t s a n d f a c i l i t i e s .
s p o n s i b l e f o r a n d w i l l b e t h e s o l e p o i n t o f c o n t a c t f o r a l l
t h e T a s k O r d e r s . O f f e r o r s h a l l t a k e d i r e c t i o n o n l y f r o m
n f o r m o n l y C o m m i s s i o n o f T a s k O r d e r p r o g r e s s , o u t s t a n d i n g
D u r i n g t h e c o u r s e o f t h e C o n t r a c t , O f f e r o r m a y f i n d o c c a s i o n t o m e e t w i t h l o c a l , s t a t e , a n d
f e d e r a l r e p r e s e n t a t i v e s , c o n s u l t a n t s , a d v i s o r s , l e g a l c o u n s e l , o r o t h e r t h i r d p a r t i e s w h o h a v e
a s s i s t e d w i t h t h e v a r i o u s R C T C p r o j e c t s . T h e s e e n t i t i e s m a y , f r o m t i m e t o t i m e , o f f e r
s u g g e s t i o n s a n d / o r r e c o m m e n d a t i o n s r e g a r d i n g t h e C o m m i s s i o n p r o j e c t o r e l e m e n t s o f t h e
p r o j e c t . W h i l e t h e C o m m i s s i o n e n j o y s a c l o s e r e l a t i o n s h i p w i t h a n d h a s c o n s i d e r a b l e
c o n f i d e n c e i n t h e c a p a b i l i t i e s o f t h e s e o t h e r p a r t i e s , O f f e r o r s h a l l n o t a c t o n a n y s u g g e s t i o n s ,
s o l i c i t e d o r u n s o l i c i t e d , w i t h o u t o b t a i n i n g s p e c i f i c d i r e c t i o n f r o m C o m m i s s i o n . A l l o r a l a n d
w r i t t e n c o m m u n i c a t i o n w i t h o u t s i d e a g e n c i e s o r O f f e r o r s r e l a t e d t o t h e p r o j e c t s h a l l b e d i r e c t e d
o n l y t o C o m m i s s i o n . D i s t r i b u t i o n o f p r o j e c t r e l a t e d c o m m u n i c a t i o n s a n d i n f o r m a t i o n s h a l l b e
a t t h e s o l e d i s c r e t i o n o f C o m m i s s i o n r e p r e s e n t a t i v e s .
E X H I B I T A - 3
1 1 4
3. Task Order PROCEDURES
3.1. Definitions
The term Consultant shall refer to the firm or firms that are awarded the contract for
environmental consulting services.
A Task Order is utilized by the parties to establish, outline, and authorize a particular job or
task.
3.2. Initiating Task Orders
The Commission's project manager will issue Task Orders to the Consultant.
The Commission's request for task order submittals. Upo a request for a Task Order
Proposal by the designated Commission project manager .nsultant shall develop a plan
and submit a task order proposal for the requested serv'' The Task Order shall include a
time schedule, number of labor hours, and labor cl. icati. ) to provide the requested
services.
3.3. Review and Award of Task Orders
The Commission's designated project :er wi 'view the submitted Task Order (to
ensure that the submittal is complete, con . - e ommission's written or oral request
for services, the personnel assign-. are a. - ► ..le, - schedule is acceptable, that all costs
proposed are appropriate, an. - - ite . in compliance with contractual requirements.
The project manager will a : the ' k Or. if it is determined to be fair and reasonable. If
required, the Commission's . e' . . - ill conduct negotiations to address exceptions
and clarify costs. The - e . Task Order will serve as the record of negotiations.
3.4. Completion
The Consultant's pe . n .f services shall commence under each Task Order only upon
written authorization by ommission's designated project manager.
Consultant shall complete the services within the time frame specified on a particular Task
Order.
EXHIBIT A - 4
115
EXHIBIT "B"
COMPENSATION AND PAYMENT
[ATTACHED BEHIND THIS PAGE]
Exhibit B
17336.00603\32414498.1
116
EXHIBIT "B"
COMPENSATION SUMMARY
FISCAL YEAR
PROJECT
COST
FY 2019/20
Traffic & Revenue Study Services
$
450,000.00
FY 2020/21
Traffic & Revenue Study Services
350,000.00
FY 2021/22
Traffic & Revenue Study Services
800,000.00
FY 2022/23
Traffic & Revenue Study Services
1,500,000.00
FY 2023/25
Traffic & Revenue Study Services
600,000.00
FY 2025/26
Traffic & Revenue Study Services
200,000.00
SUBTOTAL
3,900,000.00
TOAL COSTS
$
3,900,000.00
1 Commission authorization pertains to total contract award amount. Compensa adjustment ween consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
EXHIBIT B - 1
ATTACHMENT 2
Agreement No. 20-31-051-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
CDM SMITH, INC.
FOR ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
Parties and Date.
This Agreement is made and entered into this day of , 2020, by
and between the RIVERSIDE COUNTY TRANSPORT ION COMMISSION ("the
Commission") and CDM SMITH, INC. ("Consultant"), a Co ration. The Commission and
Consultant are sometimes referred to herein individuall arty", and collectively as the
"Parties".
Recitals.
A. On November 8, 1988 the Voters o
authorizing the collection of a one-half p: 1/2
"tax") to fund transportation programs an
and adopting the Riverside Count
B. Pursuant to Pu
authorized to allocate the pr
C. On Nov
of the Measure A
transportation and i
rside County approved Measure A
tail transactions and use tax (the
s within the County of Riverside,
rovement Plan (the "Plan").
ctions 240000 et seq., the Commission is
in furtherance of the Plan.
e voters of Riverside County approved an extension
dit . al thirty (30) years for the continued funding of
within the County of Riverside.
D. Consultant . -s to perform and assume responsibility for the provision of
certain on -call traffic and re -nue consulting 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 solicited, awarded and authorized by Commission Purchase Orders
as further described in this Agreement ("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.
E. 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).
17336.00603\32414498.1
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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 traffic and revenue consulting 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 Order
requests and proposals. No Services shall be performed unless authorized by a
Commission Purchase Order for Task Order Services, as further detailed herein. 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.
The Consultant shall commence work
Proceed" or "Limited Notice to Proceed" from Co
Purchase Order for authorized Task Order Serv.
3. Pre -Award Audit. As a result of the
Caltrans procedures apply in connection -with
be contingent upon completion and appr
during the pre -award audit shall be resolve
of this Agreement.
4. Audit Proced
proposals and ICR, are subjec
audit, an incurred cos
work paper review
proposal and ICR
compliance with 48 C
of a CPA ICR audit wor
state, or local governmen
n -ipt of a written "Notice to
ission, - following issuance of a
g for this Project, and to the extent
nce of a "Notice to Proceed" may
and audit. Any questions raised
ommission will consider approval
d subconsultant contracts, including cost
dits or eviews such as, but not limited to, a contract
endent Cost Review (ICR) Audit, or a CPA ICR audit
dit or review, this Agreement, Consultant's cost
ork papers, if applicable, will be reviewed to verify
and other related laws and regulations. In the instances
review it is Consultant's responsibility to ensure federal,
fficials 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.
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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
five 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 hall complete the Services
within the term of this Agreement, and shall meet any of established schedules and
deadlines. All applicable indemnification provisions o Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administ . r. The Comr ion hereby designates
the Commission's Executive Director, or his her -signee, to act as its Contract
Administrator for the performance of this ement ("Commission's Contract
Administrator"). Commission's Contrac ' s inistrshall have the authority to act on
behalf of the Commission for all purposeement. Commission's Contract
Administrator shall also review and give a • o , - eded, to the details of Consultant's
work as it progresses. Consult- .II n. ccept direction or orders from any person
other than the Commission's trac dmi trator or his or her designee.
7. Consultant's ' -en a . Consultant hereby designates Christopher
Mwalwanda, to act ' e. entative for the performance of this Agreement
("Consultant's Repr tative Co Itant's Representative shall have full authority to act
on behalf of Con . nt for - purposes under this Agreement. The Consultant's
Representative shall -rvise d direct the Services, using his or her professional skill
and attention, and shall . - - . nsible for all means, methods, techniques, sequences and
procedures and for the sat actory 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
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performance of this Agreement are: Christopher Mwalwanda, Yagnesh Jamarwala,
Kamran Khan, Rohan Shah, Chris Thornberg, Cissy Kulakowski, Ybette Ochoa, Maneesh
Mahlawat, 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 ap• ovals shall be maintained
throughout the term of this Agreement. Consultant sha erform, at its own cost and
expense and without reimbursement from the Commi• any services necessary to
correct errors or omissions which are caused by the • sultfailure to comply with the
standard of care provided for herein, and shall be f esponsib . • the Commission for all
damages and other liabilities provided for i e i emnific. •n provisions of this
Agreement arising from the Consultant's er omissions. Any employee of
Consultant or its sub -consultants who is de ined by the Commission to be
uncooperative, incompetent, a threat to t - - • uate imely completion of the Project, a
threat to the safety of persons or property, a • • to e who fails or refuses to perform
the Services in a manner acceptab - to the ► mis •n, shall be promptly removed from
the Project by the Consultant a of • e-employed to perform any of the Services
or to work on the Project.
10. Indepen
under its supervisio
performing the Se
retains Consultant o
representative of the
different services for othe
performing the Services un
t C• ctor. The Services shall be performed by Consultant or
ill determine the means, methods and details of
e requirements of this Agreement. Commission
ent contractor basis and not as an employee, agent or
n. Consultant retains the right to perform similar or
ring the term of this Agreement. Any additional personnel
er 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.
Services under this Agreement shall be competitively solicited amongst Consultant and the
other firms identified in Section 19.12 of this Agreement pursuant to a Task Order request
for proposals process. If Consultant's Task Order proposal is selected for a Project, the
Commission shall issue a Purchase Order for the Services. Consultant's agreement to the
final terms of a proposed Task Order, Commission's issuance of a Purchase Order and
17336.00603\32414498.1
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Consultant's commencement of the Services following issuance of the Purchase Order
shall indicate the Parties' agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5) days
of receiving a Purchase Order for the Task Order Services from the Commission. Each
request for Task Order proposals 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 hall respond to Consultant's
submittals in a timely manner. Upon request of Commi n's Contract Administrator,
Consultant shall provide a more detailed schedule of an ' ted performance to meet the
Schedule of Services.
11.1 Modification of the Schedu
Commission, through correspondence or pr
required Services within the scheduled time pe
informed of all anticipated delays. In the that
modification is necessary, Consultant sha
for approval by Commission's Contract A
11.2 Trend ings
Commission's Contract Ad
Commission, on a bi-weekly
standard day and ti
discussions conce
issues, and future
and distribution of
attendees no later than
on Itant shregularly report to the
ports, its progress in providing
Commission shall be promptly
ultant determines that a schedule
it a revised Schedule of Services
ant shall conduct trend meetings with the
er interested parties, as requested by the
or as may be mutually scheduled by the Parties at a
d meetings will encompass focused and informal
le, and current progress of Services, relevant cost
es. Consultant shall be responsible for the preparation
endas to be received by the Commission and other
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,
17336.00603\32414498.1
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122
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 nimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All repo , wo • g papers, and similar work
products prepared for submission in the course of p ding Se -s under this Agreement
shall be submitted to the Commission's Contr Ad inistrato draft form, and the
Commission may require revisions of such dra rior ormal submission and approval.
In the event plans and designs are to be develo s part of the Project, final detailed
plans and designs shall be contingent u. •.tainin vironmental clearance as may be
required in connection with State funds 'e nt that Commission's Contract
Administrator, in his or her sole discretion, , - i e formally submitted work product
to be not in accordance with t dari care established under this Agreement,
Commission's Contract Admi► . rato av r: ire Consultant to revise and resubmit the
work at no cost to the Com
14. A..e
Consultant shall re
Project or necessar
required to, and will n
questions of a legal natu
rings. If and when required by the Commission,
public hearings or other meetings related to the
ance of the Services. However, Consultant shall not be
y decision, interpretation or recommendation regarding
ich 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
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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 o this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section .II • onstrued to in any way limit
Consultant's indemnification obligations contained i► .ection 2the case of any conflict
between this Section and Section 29, Section 29 .II govern. Th .ection is not intended
to obligate the Commission to reimburse Cons t f• e spent by its personnel related
to Contractor claims for which Consultant is ed to indemnify and defend the
Commission pursuant to Section 29 of t
17. Final Acceptance. Upon .j►' . by the Commission that Consultant
has satisfactorily completed the ' es ired under this Agreement and within the
term set forth herein the Co' issi4 sha ;five Consultant a written Notice of Final
Acceptance. Upon receip s - - ' - Consultant shall incur no further costs
hereunder, unless otherwise s• -d in - otice of Final Acceptance. Consultant may
request issuance of a _ Acceptance when, in its opinion, it has satisfactorily
completed all Servi require n • e terms of this Agreement. In the event copyrights
are permitted unde ''s Agree -nt, then in connection with State funding, it is hereby
acknowledged and ag • tha e State agency shall have the royalty -free non-exclusive
and irrevocable right to ce, publish, or otherwise use, and to authorize others to
use, the work for governm al 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. 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
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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 Servi -s. Consultant shall not be
reimbursed for actual costs that exceed the estimated w - rates, employee benefits,
travel, equipment rental, overhead, and other estimate- is set forth in the approved
Consultant cost proposal attached hereto as Exhi. `B' . incorporated herein by
reference, or any cost proposal included as part of ask Or• "Cost Proposal") unless
additional reimbursement is provided for by en endme . The overhead rates
included in the attached Exhibit "B" shall be fixe th rm of the Master Agreement, and
shall not be subject to adjustment, unless require he applicable funding source. In In
no event, shall Consultant be reimbur •r ove d costs at a rate that exceeds
Commission's approved overhead rate - . th ost Proposal. In the event that
Commission determines that a change t. - •e , es from that specified in the Cost
Proposal, this Agreement or a - Or. is required, the Agreement time or actual
costs reimbursable by Co r issio shal •e adjusted by written amendment to
accommodate the changed . T► total cost as specified in Section 19.8 shall
not be exceeded, unless - tho . by a written amendment.
19.2
Consultant a fixed
nonadjustable for each
of Services, and such a
allowable incurred costs, Commission shall pay
rth in each Task Order ("Fixed Fee"). The Fixed Fee is
r, except in the event of a significant change in the Scope
nt 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
17336.00603\32414498.1
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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 pro
permit upon receipt by Commission's Contract Admini
triplicate. Invoices shall be submitted no later than 45 cal
of work for which Consultant is billing. Invoices shall
milestone and each project as applicable. Invoices
approved Cost Proposal and shall reference this
invoice must contain the final cost and all credit
purchased under the Equipment Purchase provis
should be submitted within 60 calend
Invoices shall be mailed to Commission
Riverside County
Attention: Acco
P.O. 12008
Riverside, CA
tly as fiscal procedures will
or of itemized invoices in
r days after the performance
work performed on each
follow format stipulated for the
ent num and project title. Final
mission including any equipment
of this Agreement. The final invoice
ompletion of Consultant's work.
istrator at the following address:
Commission
19.8 a tots o payable by Commission, including the Fixed Fee,
shall not exceed th- ount se .rth in each Task Order.
19.9 Sa . eases shall be reimbursable if the new salary is within the
salary range identified in t 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.
19.12 Commission has or will enter into three (3) task order contracts for
performance of the Scope of Services identified in Exhibit "A", including this Agreement
("On -Call Traffic and Revenue Consulting Services Task Order Contracts"). The other On -
Call Traffic and Revenue Consulting Services Task Order Contracts are Agreement No. 20-
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31-019-00 to C&M Associates, Inc. and Agreement No. 20-31-052-00 to Stantec Consulting
Services, Inc. The total amount payable by Commission for the On -Call Traffic and
Revenue Consulting Services Task Order Contracts shall not exceed a cumulative
maximum total value of Three Million Nine Hundred Thousand Dollars ($3,900,000) ("NTE
Sum"). It is understood and agreed that there is no guarantee, either expressed or implied
that this dollar amount will be authorized under the On -Call Traffic and Revenue Consulting
Services Task Order Contracts through Task Orders. Each time a Task Order is awarded
under any of the On -Call Traffic and Revenue Consulting Services Task Order Contracts,
the Commission shall send written notification to Consultant and each of the other
consultants entering into the On -Call Traffic and Revenue Consulting Services Task Order
Contracts. The notice shall identify the total funds allocated under issued Task Orders, and
the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and
agrees that Commission shall not pay any amount under this Agreement that would exceed
the NTE Sum, and Consultant shall not knowingly enter into ask Order that exceeds the
NTE Sum.
20. Disputes.
20.1 Any dispute, other than a
under this Agreement that is not disposed of by
decided by a committee consisting of R
written or verbal information submitted b
20.2 Not later t
Agreement, Consultant may
unresolved claims or dispute
writing.
20.3
committee will excu
terms of this Agreeme
21. Termination.
erning a question of fact arising
agreement of the Parties shall be
Cont . Administrator, who may consider
fter completion of all Services under this
the Commission's Executive Director of
The request for review will be submitted in
pency of a dispute, nor its consideration by the
from full and timely performance in accordance with the
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
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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
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 otherwise provided herein,
and deliver to the Commission all Documents and Data, a fined in this Agreement, as
may have been prepared or accumulated by Consulta erformance of the Services,
whether completed or in progress.
21.5 In addition to the above, C
for any reasonable additional costs incurred by
Commission has compensated Consultant
Commission has determined in its sole
complete the Project because it did no
Agreement. Termination of this Agree
Commission in determining whe ent
shall be ble to the Commission
ssion to revise work for which the
this Agreement, but which the
tion n - . to be revised, in part or whole, to
and of care established in this
se may be considered by the
to future agreements with Consultant.
21.6 The rig an • - .f the Parties provided in this Section are in
addition to any other rights an. -dies • •vided by law or under this Agreement.
21.7
waived any and all
termination of this Ag
cuting this Agreement, shall be deemed to have
ages which may otherwise arise from the Commission's
convenience or cause, as provided in this Section.
21.8 Cons • . nt may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 If applicable, 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 If applicable, 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 If applicable, any costs for which payment has been made to
CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR,
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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 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 mak- such materials available at
their respective offices at all reasonable times during the -ement period and for three
years from the date of final payment under this Agre .t. The State, State Auditor,
Commission, FHWA, or any duly authorized repre to of the State or Federal
Government shall have access to any books, rec , and do 'gents of Consultant and
it's certified public accountants (CPA) work pap at e pertine o this Agreement and
indirect cost rates (ICR) for audit, examinatio x s, and transactions, and copies
thereof shall be furnished if requested. Subcontra excess of $25,000 shall contain this
provision.
23.1 Accounting
and maintain an accounting sys
expenditures by line item for
subcontractors shall confor
the determination of incurred c
reimbursement paym
System. � ' " - d its subcontractors shall establish
d re :s that properly accumulate and segregate
accounting system of Consultant and its
ted Accounting Principles (GAAP), enable
interim points of completion, and provide support for
invoices.
24.1 An e concerning a question of fact arising under an interim or
post audit of this Agreeme 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
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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.
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 Comm' sion.
25.4 Any subcontract in excess of $25, ntered into as a result of this
Agreement shall contain all the provisions stipulated i is - -ement to be applicable to
subconsultants.
25.5 Any substitution of subc Ita must be approved in writing by
Commission's Contract Administrator prior to th of work by the subconsultant(s).
25.6 Exhibit "B" may set
bill the Consultant for Services and that a
to Consultant. Additional Direct
the Consultant and all subcon
Order. The subconsultant r
accounting purposes only.
26.
which each subconsultant shall
eimbursement by the Commission
ed in Exhibit "B" shall be the same for both
therwise identified in Exhibit "B" or in a Task
cost proposals contained herein are for
26.1 Pr .' , ization, in writing, by Commission's Contract Administrator
shall be required before sultant 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
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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 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 com
Prevailing Wage Rate requirements in accorda
1770, and all Federal, State, and local laws a
(b) Any subcontr, entere
more than $25,000 for public works con
demolition, repair, or maintenance of publi
Section.
(c)
Scope of Services, transpor
minimum rates set by
applicable Prevailin
th the of California's General
with Califor Labor Code, Section
es applicable to the Services.
as a result of this Agreement, if for
than $15,000 for the alteration,
contain all of the provisions of this
es apply to the Services described in the
n. istence costs shall be reimbursed at the
ent of Industrial Relations (DIR) as outlined in the
tion. See http://www.dir.ca.gov.
of the prevailing rate of per diem wages in effect at
commencement of this -e► t are on file at the Commission's offices. Consultant shall
make copies of the prevai ates 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. If 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
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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 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 prov. ions of the California Labor
Code, unless Consultant or the Services are not subject t�e Eight -Hour Law.
27.4 Employment of Apprentices. ThVAg ent shall not prevent the
employment of properly indentured apprentices i cordanc 'th the California Labor
Code, and no employer or labor union shall refu acc t othe e qualified employees
as indentured apprentices on the work perform er der solely on the ground of race,
creed, national origin, ancestry, color or sex. Eve alified apprentice shall be paid the
standard wage paid to apprentices under ` -. ulati of the craft or trade in which he or
she is employed and shall be employed 'IUD ' - c t or trade to which he or she is
registered.
If California Labor Cod
subcontractor hereunder wh
apply to the joint apprenticeshi
approving Consultant
Upon issuance of
number of apprenti
the apprenticeship pro
pplies to the Services, Consultant and any
in any apprenticeable craft or trade shall
cil administering applicable standards for a certificate
ultant for the employment and training of apprentices.
sultant and any sub -consultant shall employ the
r therein, as well as contribute to the fund to administer
ch craft or trade in the area of the work hereunder.
The parties expres 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").
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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, Co ► ssion shall have and retain all
right, title and interest (including copyright, patent, trade and other proprietary rights)
in all plans, specifications, studies, drawings, e ates, '.terials, data, computer
programs or software and source code, enhance s, docum and any and all works
of authorship fixed in any tangible medium o pre n, inclining but not limited to,
physical drawings or other data magnetically o Ise recorded on computer media
("Intellectual Property") prepared or developed b on behalf of Consultant under this
Agreement as well as any other such Int .I Pro prepared or developed by or on
behalf of Consultant under this Agreeme
The Com
Intellectual Property develop
wholly or in part by Commissi
and whether or not dev- -•ed
assignments of any
request of Commi
ve and retain all right, title and interest in
er this Agreement whether or not paid for
t developed in conjunction with Consultant,
onsultant. Consultant will execute separate written
the above referenced Intellectual Property upon
C. Ita► hall also be responsible to obtain in writing separate
written assignments from . ubcontractors 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
17336.00603\32414498.1
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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 rvices or the Project in any
magazine, trade paper, newspaper, television or radio pro tion or other similar medium
without the prior written consent of Commission.
28.4 Infringement Indemnification
hold the Commission, its directors, officials, offic
and harmless, pursuant to the indemnification p
infringement of any patent, copyright, trade secr
proprietary right of any person or entit . nseq
Commission of the Documents & Data, in
specified or depicted.
29. Indemnificati
defend (with counsel of Com
and their directors, offici
and harmless from an
loss, damage or inj
any manner arisin
misconduct of Consu
contractors arising out of
or this Agreement, includin
nsultant1defend, indemnify and
yees, vo nteers and agents free
of this Agreement, for any alleged
ade name, trademark, or any other
ce of the use on the Project by
od, process, product, or concept
extent permitted by law, Consultant shall
, indemnify and hold Commission, Caltrans
employees, consultants, volunteers, and agents free
demands, causes of action, costs, expenses, liability,
, to property or persons, including wrongful death, in
cident to alleged negligent acts, omissions, or willful
fficials, officers, employees, agents, consultants, and
onnection with the performance of the Services, the Project
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.
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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. Insurance.
30.1 Time for Compliance. Consultant shal
Agreement until it has provided evidence satisfactory to t
all insurance required under this Section, in a foran
acceptable to the Commission. In addition, Consul shall
commence work on any subcontract until it has - ured all
Section.
30.2 Minimum Require
maintain for the duration of the Agreeme
or damages to property which may arise fr
Agreement by the Consultant, it
Consultant shall also require
insurance for the duration
following minimum levels of
commence work under this
mmission that it has secured
ith insurance companies
no ow any subcontractor to
insure required under this
Cons. -nt shall, at its expense, procure and
nst claims for injuries to persons
ection with the performance of the
sentatives, employees or subcontractors.
ractors to procure and maintain the same
Such insurance shall meet at least the
cope of Insurance. Coverage shall be at least as
broad as the latest .ion of the .!lowing: (1) General Liability: Insurance Services Office
Commercial General ility c• • rage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Ins ► q- ervices Office Business Auto Coverage (form CA 0001,
code 1 (any auto) or exac quivalent); 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
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135
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.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub -consultants to procure and maintain, fora 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 Consultant
shall obtain such insurance in an amount not less ► . n $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may con r written requests to lower or
dispense with the errors and omissions liability insura' -quirement contained in this
Section for certain subconsultants of Consultant, on . ase- case basis, depending on
the nature and scope of the Services to be provi► . by the s onsultant. Approval of
such request shall be in writing, signed by the ' . mi ion's Co ract Administrator.
30.4 Aircraft Liability Insuran
use of aircraft, Consultant shall proc
maintained, aircraft liability insurance o
required by the Commission. Such insura
non -owned aircraft and pass
Commission, Caltrans and
additional insureds with res
the Consultant.
30.5
following provision
Commission to add t •Ilow' • provisions to the insurance policies:
ce. o conducting any Services requiring
n, or cause to be procured and
, with a single limit as shall be
a ude coverage for owned, hired and
all name, or be endorsed to name, the
cials, officers, employees and agents as
or operations performed by or on behalf of
n • . ements. The insurance policies shall contain the
t shall provide endorsements on forms approved by the
(a) . eneral 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.
17336.00603\32414498.1
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(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 respect
their directors, officials, officers, employees and agen
unbroken chain of coverage excess of the Consultan
Any insurance or self-insurance maintained by
directors, officials, officers, employees and a
insurance and shall not be called upon to cont
(c) Workers' Co ► - i satiori
(i) Consult
of Section 3700 of the California Cod
against liability for workers' co - - nsa n or
the provisions of that co
commencing work under this ent.
against the Comm!
paid under the terms
Consultant.
set forth hereunder.
Commission, Caltrans and
if excess, shall stand in an
sc led underlying coverage.
Comm n, Caltrans and their
I be ex s of the Consultant's
it in any way.
Employers Liability Coverage.
at he/she is aware of the provisions
ich requires every employer to be insured
ndertake self-insurance in accordance with
II comply with such provisions before
nsurer shall agree to waive all rights of subrogation
ors, officials, officers, employees and agents for losses
rance policy which arise from work performed by the
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
(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
17336.00603\32414498.1
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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 r-quired by this Agreement,
except that the Consultant shall provide at least ten (1 ays prior written notice of
cancellation of any such policy due to non-payment of ium. If any of the required
coverage is cancelled or expires during the term of t . Ag . ent, the Consultant shall
deliver renewal certificate(s) including the General ility Addi .I Insured Endorsement
to the Commission at least ten (10) days prio the effective .te of cancellation or
expiration.
(v) The r
later than the effective date of this Agree
continuously for a period of at least three
Agreement. Consultant shall p
retroactive date is advanced
cancelled or not renewed; or
a retroactive date subsea uent
insurance coverage
the Commission, is no
and obligations otherwis
but not limited to, the provi
(if any) of each policy is to be no
nt shall maintain such coverage
completion of the work under this
1) year extended reporting period A) if the
date of this Agreement; B) if the policy is
placed by another claims -made policy with
effective date of this Agreement.
oregoing requirements as to the types and limits of
ed by Consultant, and any approval of said insurance by
and shall not in any manner limit or qualify the liabilities
ed by the Consultant pursuant to this Agreement, including
ns 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.
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30.6 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.
30.7 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.
30.8 Verification of Coverage. Consultant s .II furnish Commission with
original certificates of insurance and endorsements effe • coverage required by this
Agreement on forms satisfactory to the Commission. T--rtificates and endorsements
for each insurance policy shall be signed by a pers• : uthed by that insurer to bind
coverage on its behalf. All certificates and endors- -nts mus received and approved
by the Commission before work commences. e C•mmissi• reserves the right to
require complete, certified copies of all require. 'su e policies, at any time.
30.9 Subconsultant Ins e Re• ents. Consultant shall not allow
any subcontractors or subconsultants to • - e k on any subcontract until they
have provided evidence satisfactory to • sion that they have secured all
insurance required under this S Po l s of commercial general liability insurance
provided by such subcontr. - . s o . ubc• . ultants shall be endorsed to name the
Commission as an additiona ur- i form CG 20 38 04 13 or an endorsement
providing the exact same cov- -. If requested by Consultant, the Commission may
approve different scolimits of insurance for particular subcontractors or
subconsultants.
30.10 nce. At its option, the Commission may require such
additional coverage(s), li d/or the reduction of deductibles or retentions it considers
reasonable and prudent ba -d 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.
31. 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,
17336.00603\32414498.1
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139
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.
32. 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 • . rties. Notwithstanding the
foregoing, the Commission's Executive Director may ma - change to the Agreement,
other than a Cardinal Change. For purposes of this A. 'ent, a Cardinal Change is a
change which is "outside the scope" of the Agreeme , of ords, work which should
not be regarded as having been fairly and reas• . •ly withi - contemplation of the
parties when the Agreement was entered intoexple of - hange which is not a
Cardinal Change would be where, in a contra • ► struct a building there are many
changes in the materials used, but the size and I. t of the building remains the same.
Cardinal Changes are not within the a rovision to order, and shall be
processed by the Commission as "sole so a ents according to applicable law,
including the requirements of FTA rcula •.1 1, •aragraph 9(f).
modification which is sig
than a Cardinal Ch
adjustment to the
issuance of a Chan
agreements of the pa
Modification").
to the changes authorized above, a
by • " . ultant and the Commission's Executive Director, other
ade in order to: (1) make a negotiated equitable
e, . livery schedule and other terms resulting from the
reflect definitive letter contracts, and (3) reflect other
fying the terms of this Agreement ("Bilateral Contract
(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.
33. Prohibited Interests.
33.1 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
17336.00603\32414498.1
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140
Agreement. For breach or violation of this warranty, the Commission shall have the right to
rescind this Agreement without liability.
33.2 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 confl'ct with the performance of
services under this Agreement.
(c) Any subcontract in excess „2 '0 entered into as a result of
this Agreement, shall contain all of the provisions
(d) Consultant hereby
affiliated with Consultant will bid on any construc
construction inspection for any constructi. • . roject
firm is one, which is subject to the contro
otherwise.
(e) Ex
providing surveying or mate
design services in connection
contract, or on any co
resulting from this c
is Artic
t neither onsultant, nor any firm
tract, or on any contract to provide
Iting from this contract. An affiliated
ons through joint -ownership, or
sultants whose services are limited to
tion, no subconsultant who has provided
is co ct shall be eligible to bid on any construction
e construction inspection for any construction project
33.3 miss' Conflict of Interest. For the term of this Agreement, no
member, officer or empl. - he Commission, during the term of his or her service with
the Commission, shall hav- : ny direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
33.4 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.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
17336.00603\32414498.1
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141
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.
33.6 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 t - value of the work actually
performed; or to deduct from the Agreement price; or othee recover the full amount of
such rebate, kickback or other unlawful consideration.
33.7 Covenant A•ainst Ex•endit of Conn ion State or Federal
Funds for Lobbying. The Consultant certifies tr to th- best o / her knowledge and
belief no state, federal or local agency appropr . -d f .s have been paid, or will be paid
by or on behalf of the Consultant to any person for urpose of influencing or attempting
to influence an officer or employee of a - e or feal agency; a Member of the State
Legislature or United States Congress; - o -mployee of the Legislature or
Congress; or any employee of a Member o -gi ure or Congress, in connection with
the award of any state or feder. . act, • . nt, loan, or cooperative agreement, or the
extension, continuation, rend .I, a ndm: or modification of any state or federal
contract, grant, loan, or coo
Ily omitted.
onsultant's certification provided in this Section is a
material representatio fact on which reliance was placed when this Agreement was
entered into, and is a p . ite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. ilure 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 be included in all Consultant
subcontracts which exceed $100,000, and that all such subcontractors shall certify and
disclose accordingly.
33.8 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.
17336.00603\32414498.1
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142
34. 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.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action
in good faith to resolve any dispute arising between
not excuse Consultant from full and timely perfo
37.2. If the Parties are unable to r
faith to do so, the Parties may seek any
either Party commences an action agai
otherwise, arising out of or in connection
litigation shall be entitled to have
fees and, all other costs of su
38. Time of Esse
this Agreement.
39. H
headings contained i
the construction or inte
e
m. The
nce of the
r, the Parties shall attempt
dency of a dispute shall
ices.
a dispute after attempting in good
remedy to resolve the dispute. If
y, either legal, administrative or
ment, the prevailing Party in such
om the losing Party reasonable attorneys'
he essence for each and every provision of
an. Section Headings, paragraph captions or marginal
ent are for convenience only and shall have no effect in
of any provision herein.
40. 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:
CDM Smith Inc. Riverside County
9220 Cleveland Avenue Transportation Commission
Unit 100 4080 Lemon Street, 3rd Floor
Rancho Cucamonga, CA 91730 Riverside, CA 92501
Attn: Christopher Mwalwanda 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
17336.00603\32414498.1
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143
Party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
41. 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
Parties and the interpretation of the Parties' understanding concerning the performance of
the Services.
42. Amendment or Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supers -des all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of s -ement is declared invalid,
illegal, or otherwise unenforceable by a court ofpetent sdiction, the remaining
provisions shall continue in full force and effect.
45. Intentionally Omitted.
46. Survival. All rights and nder that by their nature are to
continue after any expiration or terminatio -ment, including, but not limited to,
the indemnification and confideobl ons, shall survive any such expiration or
termination.
47. No Third P ne es. There are no intended third party
beneficiaries of any ri• ► •li n assumed by the Parties.
48. La. Certifica n. 'y its signature hereunder, Consultant certifies that it
is aware of the provis of Se• •n 3700 of the California Labor Code which require every
employer to be insure • . i lability for Workers' Compensation or to undertake self-
insurance in accordance he provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. 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
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
17336.00603\32414498.1
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144
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 . closed and provided that
Consultant first comply with the requirements set forth i► is paragraph. As soon as
practicable after Consultant becomes aware that it is re• or may become required, to
disclose the Confidential Communication for such .so , onsultant shall notify the
Commission in writing, in order to allow the Commi .n to purs -gal remedies designed
to limit the Confidential Communication req d to .e disclosed or to assure the
confidential treatment of the disclosed informati. .II. g its disclosure. Consultant shall
cooperate with the Commission, on a reimburse. .asis, to assist the Commission in
limiting the scope of disclosure or ass .e co -ntial treatment of any disclosed
information.
51.
court order related to this
immediately provide written
Consultant shall not re
Commission is provi
responding to the
52. Assi
transfer, either directly or
the prior written consent of
Should Consultant receive a subpoena or
ervices or the Project, Consultant shall
poena or court order to the Commission.
y such subpoena or court order until notice to the
erein, and shall cooperate with the Commission in
rder.
ransfer. Consultant shall not assign, hypothecate, or
ration of law, this Agreement or any interest herein, without
e 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.
53. 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.
54. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
55. 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
17336.00603\32414498.1
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145
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.
56. Electronic Delivery of Agreement. A manually signed copy of this
Agreement which is transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement for all purposes.
[Signatures on following page]
17336.00603\32414498.1
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146
SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY CDM SMITH
TRANSPORTATION COMMISSION
B
By: Signature
Anne Mayer, Executive Director
Approved as to For
By:
Best, Best & Kriege
General Counsel
me
Title
cliiiiiiiiir
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.
17336.00603\32414498.1
30
147
EXHIBIT "A"
SCOPE OF SERVICES
[ATTACHED BEHIND THIS PAGE]
Exhibit A
17336.00603\32414498.1
148
SCOPE OF SERVICES
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
1. GENERAL INFORMATION
1.1. Background
The RIVERSIDE COUNTY TRANSPORTATION COMMISSION (Commission) is requesting
Statements of Qualifications (SOQ) from qualified professionals for on -call Traffic and
Revenue consulting services. The Commission intends to contract with qualified consulting
firms to provide comprehensive, on -call consulting services for Commission toll projects. On -
call traffic and revenue services will be in support of planned or in -progress Commission
projects, operating Commission toll facilities, and technical sort for the toll program.
2. DESCRIPTION OF WORK
Consultant tasks may include, but not be limite , the follotypical tasks. Specific
requirements will be set forth in each task for e rder:
2.1. Project Management
The Consultant will support the Commiss dir'1�tion and supervision of project staff
to facilitate the performance in ac •rdanc his ope of work and RCTC requirements.
The Project management • is include but not be limited to, the
coordination/preparation/d. ' n of p ct meetings, development/maintenance of a
project schedule, prepara invoicing, maintenance of project records,
development/adminis of - ality control plan and coordination of submittals and final
deliverables.
2.2. Traffic and Re
The Consultant shall sup the Commission with the development of different levels of traffic
and revenue studies depending on the need for a particular express lanes project. The
following is a description of the potential tasks that may be issued with a specific task order
for this discipline:
• Level 1 Traffic and Revenue Study (sketch) that evaluates potential traffic demand and
growth with implementation of express lanes and provides revenue estimates for a
given amount of time.
• Level 2 Traffic and Revenue Study (Intermediate) that further refines traffic forecast,
operations, and revenue estimates in that it can be used to support express lane
planning, design, and provide a basis for a funding or financing plan. The effort
associated with this type of study may require additional data collection for traffic
forecasting and economic development assumptions. In addition, stated preference
surveys may be required.
EXHIBIT A - 1
149
" L e v e l 3 T r a f f i c a n d R e v e n u e S t u d y ( I n v e s t m e n t G r a d e ) t h a t p r o v i d e s a r o b u s t a n d
t h o r o u g h e v a l u a t i o n o f t r a f f i c f o r e c a s t s , o p e r a t i o n , a n d e x p e c t e d r e v e n u e f r o m
i m p l e m e n t a t i o n o f e x p r e s s l a n e s . A l e v e l 3 T r a f f i c a n d R e v e n u e s t u d y w i l l b e u s e d a s
a m e c h a n i s m t o s u p p o r t t h e i s s u a n c e o f b o n d s f o r f u t u r e e x p r e s s l a n e s p r o j e c t s . T h i s
s t u d y m a y b e b u i l t o n a e x i s t i n g l e v e l 2 s t u d y a n d m a y i n c l u d e v e r i f i c a t i o n o f t r a f f i c
d a t a , m o d e l i n g a s s u m p t i o n s a n d r e v e n u e e s t i m a t e s . A d d i t i o n a l s t a t e d p r e f e r e n c e
s u r v e y s m a y b e n e e d e d t o v e r i f y t h e a s s u m p t i o n s m a d e i n t h e m o d e l i n g f o r t h e f u t u r e
e x p r e s s l a n e s p r o j e c t s . A d d i t i o n a l c o u n t s a n d s c e n a r i o a n a l y s e s m a y b e n e c e s s a r y t o
m a k e t h e l e v e l 3 T r a f f i c a n d R e v e n u e S t u d y c u r r e n t a n d t o s u p p o r t b o n d i s s u a n c e
a c t i v i t i e s .
2 . 3 . T e c h n i c a l S u p p o r t a n d M i s c e l l a n e o u s S t u d i e s
F o r f u t u r e p r o j e c t s a n d e x i s t i n g f a c i l i t i e s , t h e C o n s u l t i v o v i d e t e c h n i c a l s u p p o r t a s i t
r e l a t e s t o r e v i e w i n g t r a f f i c a n d r e v e n u e a c t i v i t i e s a n d ' ' c u m e n t p a r t o f a g i v e n t a s k o r d e r ,
t h e C o n s u l t a n t m a y r e v i e w o r d e v e l o p s t u d i e s r e l - : t o s i m u l a t i o v e l m o d e l i n g , f i n a n c i a l
a n a l y s i s , o p e r a t i o n a l a n a l y s i s , a n d p l a n n i n g s
a d j u s t m e n t s o f t o l l e d f a c i l i t i e s , c o r r i d o r s , o r s y
r e q u e s t s f r o m C o m m i s s i o n e r s a s i t r e l a ' " a n
e v a l u a t e d . U n d e r t h i s t a s k , t h e C o n s u l t a
" R e v i e w a n d v e r i f y t r a
a g e n c i e s ;
" C o n d u c t d a t a c o m p
" C o n d u c t l a n d u
" C o n d u c t S t
" T o l l o p t
a d j u s t m e n t
t e c h n i q u e s t o
u p p o r t p r i c i n g p o l i c i e s a n d d e s i g n
I n a d d i t i o n , v a r i o u s q u e s t i o n s a n d
e x ! " o r f u t u r e t o l l p o l i c y m a y n e e d t o b e
h e f o l l o w i n g a c t i v i t i e s :
S t u d i e s f r o m o t h e r C o n s u l t a n t s o r o t h e r
e c t i o n , a n d a n a l y s i s ;
- e c o n o m i c r e s e a r c h ;
r v e y s ;
t h r o u g h a n a l y s i s o f p r i c i n g s t r a t e g i e s , t o l l r a t e
t o s i m u l a t i o n a n a l y s i s , a n d o t h e r f i n a n c i a l m o d e l i n g
o p t i m a l t o l l s o l u t i o n s , b a s e d o n r e v e n u e o r t h r o u g h p u t ;
" E v a l u a t e t h e t r a f a n d r e v e n u e i m p a c t s o f a d d i t i o n / d e l e t i o n o f p r o j e c t f e a t u r e s o r
p r o p o s e d p r o j e c t s w i t h i n t h e e x p r e s s l a n e s c o r r i d o r o r n e t w o r k ;
" P r o v i d e n e t t o l l r e v e n u e a n a l y s e s o f p r o p o s e d e x p r e s s l a n e s c o r r i d o r s ;
" S e n s i t i v i t y a n a l y s e s t h a t e v a l u a t e s i m p a c t s t o r e v e n u e a n d t r a f f i c f r o m d i f f e r e n t
a s s u m p t i o n s f r o m a s o c i o - e c o n o m i c p e r s p e c t i v e , h o r i z o n y e a r s , a n t i c i p a t e d p r o j e c t s ,
a n d o t h e r f a c t o r s t h a t c a n i m p a c t p r o p o s e d a n d e x i s t i n g e x p r e s s l a n e s ;
" F o r e c a s t i n g o f t r a f f i c p e r f o r m a n c e f o r e x i s t i n g f a c i l i t i e s a n d f u t u r e p r o j e c t s
" E x p r e s s l a n e n e t w o r k t r a f f i c m o d e l i n g f o r p o t e n t i a l n e w e x p r e s s l a n e s c o r r i d o r s ;
" M a r k e t s h a r e a n a l y s e s f o r p r e l i m i n a r y t e s t i n g o f a l t e r n a t i v e t o l l c o n c e p t s a n d
o p e r a t i o n a l p o l i c i e s ;
" D e v e l o p t r a f f i c a n d r e v e n u e m o d e l i n g a n d e v a l u a t e i m p a c t s f r o m e m e r g i n g m o b i l i t y
t e c h n o l o g i e s ;
" E v a l u a t e m u l t i - m o d a l f e a s i b i l i t y f r o m a t r a f f i c a n d r e v e n u e p e r s p e c t i v e ;
E X H I B I T A - 2
1 5 0
" P r o v i d e t e c h n i c a l s u p p o r t a n d p r e s e n t t o C o m m i s s i o n l e g a l c o u n s e l , o t h e r c o n s u l t a n t s ,
C a l t r a n s , F e d e r a l H i g h w a y A d m i n i s t r a t i o n , f i n a n c i a l i n s t i t u t i o n s o r r a t i n g a g e n c i e s
r e g a r d i n g t r a f f i c a n d r e v e n u e s t u d i e s ;
" D e v e l o p a n d e x e c u t e p r e s e n t a t i o n s a n d t r a i n i n g s f o r v a r i o u s a u d i e n c e s ;
" A n d c o m p l e t e r e l e v a n t t a s k s r e l a t e d t o t r a f f i c a n d r e v e n u e a n a l y s e s o f h i g h w a y
c o r r i d o r s a n d o t h e r m o b i l i t y o p t i o n s .
2 . 4 . M a t e r i a l s t o b e F u r n i s h e d b y C o m m i s s i o n
A l l s o f t w a r e , d a t a , r e p o r t s , s u r v e y s , d r a w i n g s , a n d o t h e r d o c u m e n t s f u r n i s h e d t o t h e O f f e r o r
b y C o m m i s s i o n f o r t h e O f f e r o r ' s u s e i n t h e p e r f o r m a n c e o f s e r v i c e s s h a l l b e m a d e a v a i l a b l e
o n l y f o r u s e i n p e r f o r m i n g t h e a s s i g n m e n t a n d s h a l l r e m a i n p r o p e r t y o f C o m m i s s i o n . A l l
s u c h m a t e r i a l s s h a l l b e r e t u r n e d t o C o m m i s s i o n u p o n c o r e t i o n o f s e r v i c e s , t e r m i n a t i o n o f
t h e a g r e e m e n t , o r o t h e r s u c h t i m e a s C o m m i s s i o n m a e e .
2 . 5 . P e r s o n n e l Q u a l i f i c a t i o n s a n d R e s p o n s i b i l i t i e
T h e q u a n t i t y a n d q u a l i f i c a t i o n s o f p e r s o n n e l t o
o f t h e T a s k O r d e r r e q u e s t a n d t h e d e g r o f d i f f i c u
A l l p e r s o n n e l a n d p e r s o n n e l a s s i g n m e n t
2 . 6 . T h i r d P a r t y R e l a t i o n s h i p s
T h i s C o n t r a c t i s i n t e n d e d
C o m m i s s i o n p r o j e c t s , f a c i l i t i
p r o f e s s i o n a l o f f e r o r s
T h e C o m m i s s i o n ,
c o n t r a c t u a l m a t t
C o m m i s s i o n a n d s h
i s s u e s , a n d a l l r e l a t e d
h e d w i l l b e d e t e r m i n e d b y t h e s c o p e
f t h e r e q u i r e d t a s k s t o b e p e r f o r m e d .
t o a p p r o v a l b y C o m m i s s i o n .
t r a f f i c a n d r e v e n u e c o n s u l t i n g s e r v i c e s f o r
p u " . s . T h e C o m m i s s i o n w o r k s c l o s e l y w i t h v a r i o u s
o t h e r s i n t h e d e v e l o p m e n t o f i t s p r o j e c t s a n d f a c i l i t i e s .
s p o n s i b l e f o r a n d w i l l b e t h e s o l e p o i n t o f c o n t a c t f o r a l l
t h e T a s k O r d e r s . O f f e r o r s h a l l t a k e d i r e c t i o n o n l y f r o m
n f o r m o n l y C o m m i s s i o n o f T a s k O r d e r p r o g r e s s , o u t s t a n d i n g
D u r i n g t h e c o u r s e o f t h e C o n t r a c t , O f f e r o r m a y f i n d o c c a s i o n t o m e e t w i t h l o c a l , s t a t e , a n d
f e d e r a l r e p r e s e n t a t i v e s , c o n s u l t a n t s , a d v i s o r s , l e g a l c o u n s e l , o r o t h e r t h i r d p a r t i e s w h o h a v e
a s s i s t e d w i t h t h e v a r i o u s R C T C p r o j e c t s . T h e s e e n t i t i e s m a y , f r o m t i m e t o t i m e , o f f e r
s u g g e s t i o n s a n d / o r r e c o m m e n d a t i o n s r e g a r d i n g t h e C o m m i s s i o n p r o j e c t o r e l e m e n t s o f t h e
p r o j e c t . W h i l e t h e C o m m i s s i o n e n j o y s a c l o s e r e l a t i o n s h i p w i t h a n d h a s c o n s i d e r a b l e
c o n f i d e n c e i n t h e c a p a b i l i t i e s o f t h e s e o t h e r p a r t i e s , O f f e r o r s h a l l n o t a c t o n a n y s u g g e s t i o n s ,
s o l i c i t e d o r u n s o l i c i t e d , w i t h o u t o b t a i n i n g s p e c i f i c d i r e c t i o n f r o m C o m m i s s i o n . A l l o r a l a n d
w r i t t e n c o m m u n i c a t i o n w i t h o u t s i d e a g e n c i e s o r O f f e r o r s r e l a t e d t o t h e p r o j e c t s h a l l b e d i r e c t e d
o n l y t o C o m m i s s i o n . D i s t r i b u t i o n o f p r o j e c t r e l a t e d c o m m u n i c a t i o n s a n d i n f o r m a t i o n s h a l l b e
a t t h e s o l e d i s c r e t i o n o f C o m m i s s i o n r e p r e s e n t a t i v e s .
E X H I B I T A - 3
1 5 1
3. Task Order PROCEDURES
3.1. Definitions
The term Consultant shall refer to the firm or firms that are awarded the contract for
environmental consulting services.
A Task Order is utilized by the parties to establish, outline, and authorize a particular job or
task.
3.2. Initiating Task Orders
The Commission's project manager will issue Task Orders to the Consultant.
The Commission's request for task order submittals. Upo a request for a Task Order
Proposal by the designated Commission project manager .nsultant shall develop a plan
and submit a task order proposal for the requested serv'' The Task Order shall include a
time schedule, number of labor hours, and labor cl. icati. ) to provide the requested
services.
3.3. Review and Award of Task Orders
The Commission's designated project :er wi 'view the submitted Task Order (to
ensure that the submittal is complete, con . - e ommission's written or oral request
for services, the personnel assign-. are a. - ► ..le, - schedule is acceptable, that all costs
proposed are appropriate, an. - - ite . in compliance with contractual requirements.
The project manager will a : the ' k Or. if it is determined to be fair and reasonable. If
required, the Commission's . e' . . - ill conduct negotiations to address exceptions
and clarify costs. The - e . Task Order will serve as the record of negotiations.
3.4. Completion
The Consultant's pe . n .f services shall commence under each Task Order only upon
written authorization by ommission's designated project manager.
Consultant shall complete the services within the time frame specified on a particular Task
Order.
EXHIBIT A - 4
152
EXHIBIT "B"
COMPENSATION AND PAYMENT
[ATTACHED BEHIND THIS PAGE]
Exhibit B
17336.00603\32414498.1
153
EXHIBIT "B"
COMPENSATION SUMMARY
FISCAL YEAR
PROJECT
COST
FY 2019/20
Traffic & Revenue Study Services
$
450,000.00
FY 2020/21
Traffic & Revenue Study Services
350,000.00
FY 2021/22
Traffic & Revenue Study Services
800,000.00
FY 2022/23
Traffic & Revenue Study Services
1,500,000.00
FY 2023/25
Traffic & Revenue Study Services
600,000.00
FY 2025/26
Traffic & Revenue Study Services
200,000.00
SUBTOTAL
3,900,000.00
TOAL COSTS
$
3,900,000.00
1 Commission authorization pertains to total contract award amount. Compensa adjustment ween consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
EXHIB B-1
ATTACHMENT 3
Agreement No. 20-31-052-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
STANTEC CONSULTING SERVICES, INC.
FOR ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
Parties and Date.
This Agreement is made and entered into this day of , 2020, by
and between the RIVERSIDE COUNTY TRANSPORT ION COMMISSION ("the
Commission") and STANTEC CONSULTING SERV S, INC. ("Consultant"), a
Corporation. The Commission and Consultant are som eferred to herein individually
as "Party", and collectively as the "Parties".
Recitals.
A. On November 8, 1988 the Voters o
authorizing the collection of a one-half p: 1/2
"tax") to fund transportation programs an
and adopting the Riverside Count
B. Pursuant to Pu
authorized to allocate the pr
C. On Nov
of the Measure A
transportation and i
rside County approved Measure A
tail transactions and use tax (the
s within the County of Riverside,
rovement Plan (the "Plan").
ctions 240000 et seq., the Commission is
in furtherance of the Plan.
e voters of Riverside County approved an extension
dit . al thirty (30) years for the continued funding of
within the County of Riverside.
D. Consultant . -s to perform and assume responsibility for the provision of
certain on -call traffic and re -nue consulting 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 solicited, awarded and authorized by Commission Purchase Orders
as further described in this Agreement ("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.
E. 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).
17336.00603\32414498.1
155
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 traffic and revenue consulting 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 Order
requests and proposals. No Services shall be performed unless authorized by a
Commission Purchase Order for Task Order Services, as further detailed herein. 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.
The Consultant shall commence work
Proceed" or "Limited Notice to Proceed" from Co
Purchase Order for authorized Task Order Serv.
3. Pre -Award Audit. As a result of the
Caltrans procedures apply in connection -with
be contingent upon completion and appr
during the pre -award audit shall be resolve
of this Agreement.
4. Audit Proced
proposals and ICR, are subjec
audit, an incurred cos
work paper review
proposal and ICR
compliance with 48 C
of a CPA ICR audit wor
state, or local governmen
n -ipt of a written "Notice to
ission, - following issuance of a
g for this Project, and to the extent
nce of a "Notice to Proceed" may
and audit. Any questions raised
ommission will consider approval
d subconsultant contracts, including cost
dits or eviews such as, but not limited to, a contract
endent Cost Review (ICR) Audit, or a CPA ICR audit
dit or review, this Agreement, Consultant's cost
ork papers, if applicable, will be reviewed to verify
and other related laws and regulations. In the instances
review it is Consultant's responsibility to ensure federal,
fficials 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.
17336.00603\32414498.1
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156
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
five 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 hall complete the Services
within the term of this Agreement, and shall meet any of established schedules and
deadlines. All applicable indemnification provisions o Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administ . r. The Comr ion hereby designates
the Commission's Executive Director, or his her -signee, to act as its Contract
Administrator for the performance of this ement ("Commission's Contract
Administrator"). Commission's Contrac ' s inistrshall have the authority to act on
behalf of the Commission for all purposeement. Commission's Contract
Administrator shall also review and give a • o , - eded, to the details of Consultant's
work as it progresses. Consult- .II n. ccept direction or orders from any person
other than the Commission's trac dmi trator or his or her designee.
7. Consultant's ' -enta v - Consultant hereby designates Sheldon Mar,
to act as its Repres- - • e performance of this Agreement ("Consultant's
Representative"). ultan ' e • entative shall have full authority to act on behalf of
Consultant for all p► .ses und: this Agreement. The Consultant's Representative shall
supervise and direct t' ervic: , using his or her professional skill and attention, and shall
be responsible for all me. -thods, techniques, sequences and procedures and for the
satisfactory coordination o 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
17336.00603\32414498.1
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157
performance of this Agreement are: Sheldon Mar, Steven Abendschein, Rick Gobeille,
David Schellinger, Rosella Picado, Nick Amrhein, Brent Baker, Catherine Larson, 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 ap• ovals shall be maintained
throughout the term of this Agreement. Consultant sha erform, at its own cost and
expense and without reimbursement from the Commi• any services necessary to
correct errors or omissions which are caused by the • sultfailure to comply with the
standard of care provided for herein, and shall be f esponsib . • the Commission for all
damages and other liabilities provided for i e i emnific. •n provisions of this
Agreement arising from the Consultant's er omissions. Any employee of
Consultant or its sub -consultants who is de ined by the Commission to be
uncooperative, incompetent, a threat to t - - • uate imely completion of the Project, a
threat to the safety of persons or property, a • • to e who fails or refuses to perform
the Services in a manner acceptab - to the ► mis •n, shall be promptly removed from
the Project by the Consultant a of • e-employed to perform any of the Services
or to work on the Project.
10. Indepen
under its supervisio
performing the Se
retains Consultant o
representative of the
different services for othe
performing the Services un
t C• ctor. The Services shall be performed by Consultant or
ill determine the means, methods and details of
e requirements of this Agreement. Commission
ent contractor basis and not as an employee, agent or
n. Consultant retains the right to perform similar or
ring the term of this Agreement. Any additional personnel
er 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.
Services under this Agreement shall be competitively solicited amongst Consultant and the
other firms identified in Section 19.12 of this Agreement pursuant to a Task Order request
for proposals process. If Consultant's Task Order proposal is selected for a Project, the
Commission shall issue a Purchase Order for the Services. Consultant's agreement to the
final terms of a proposed Task Order, Commission's issuance of a Purchase Order and
17336.00603\32414498.1
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158
Consultant's commencement of the Services following issuance of the Purchase Order
shall indicate the Parties' agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5) days
of receiving a Purchase Order for the Task Order Services from the Commission. Each
request for Task Order proposals 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 hall respond to Consultant's
submittals in a timely manner. Upon request of Commi n's Contract Administrator,
Consultant shall provide a more detailed schedule of an ' ted performance to meet the
Schedule of Services.
11.1 Modification of the Schedu
Commission, through correspondence or pr
required Services within the scheduled time pe
informed of all anticipated delays. In the that
modification is necessary, Consultant sha
for approval by Commission's Contract A
11.2 Trend ings
Commission's Contract Ad
Commission, on a bi-weekly
standard day and ti
discussions conce
issues, and future
and distribution of
attendees no later than
on Itant shregularly report to the
ports, its progress in providing
Commission shall be promptly
ultant determines that a schedule
it a revised Schedule of Services
ant shall conduct trend meetings with the
er interested parties, as requested by the
or as may be mutually scheduled by the Parties at a
d meetings will encompass focused and informal
le, and current progress of Services, relevant cost
es. Consultant shall be responsible for the preparation
endas to be received by the Commission and other
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,
17336.00603\32414498.1
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159
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 nimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All repo , wo • g papers, and similar work
products prepared for submission in the course of p ding Se -s under this Agreement
shall be submitted to the Commission's Contr Ad inistrato draft form, and the
Commission may require revisions of such dra rior ormal submission and approval.
In the event plans and designs are to be develo s part of the Project, final detailed
plans and designs shall be contingent u. •.tainin vironmental clearance as may be
required in connection with State funds 'e nt that Commission's Contract
Administrator, in his or her sole discretion, , - i e formally submitted work product
to be not in accordance with t dari care established under this Agreement,
Commission's Contract Admi► . rato av r: ire Consultant to revise and resubmit the
work at no cost to the Com
14. A..e
Consultant shall re
Project or necessar
required to, and will n
questions of a legal natu
rings. If and when required by the Commission,
public hearings or other meetings related to the
ance of the Services. However, Consultant shall not be
y decision, interpretation or recommendation regarding
ich 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
17336.00603\32414498.1
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160
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 o this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section .II • onstrued to in any way limit
Consultant's indemnification obligations contained i► .ection 2the case of any conflict
between this Section and Section 29, Section 29 .II govern. Th .ection is not intended
to obligate the Commission to reimburse Cons t f• e spent by its personnel related
to Contractor claims for which Consultant is ed to indemnify and defend the
Commission pursuant to Section 29 of t
17. Final Acceptance. Upon .j►' . by the Commission that Consultant
has satisfactorily completed the ' es ired under this Agreement and within the
term set forth herein the Co' issi4 sha ;five Consultant a written Notice of Final
Acceptance. Upon receip s - - ' - Consultant shall incur no further costs
hereunder, unless otherwise s• -d in - otice of Final Acceptance. Consultant may
request issuance of a _ Acceptance when, in its opinion, it has satisfactorily
completed all Servi require n • e terms of this Agreement. In the event copyrights
are permitted unde ''s Agree -nt, then in connection with State funding, it is hereby
acknowledged and ag • tha e State agency shall have the royalty -free non-exclusive
and irrevocable right to ce, publish, or otherwise use, and to authorize others to
use, the work for governm al 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. 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
17336.00603\32414498.1
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161
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 Servi -s. Consultant shall not be
reimbursed for actual costs that exceed the estimated w - rates, employee benefits,
travel, equipment rental, overhead, and other estimate- is set forth in the approved
Consultant cost proposal attached hereto as Exhi. `B' . incorporated herein by
reference, or any cost proposal included as part of ask Or• "Cost Proposal") unless
additional reimbursement is provided for by en endme . The overhead rates
included in the attached Exhibit "B" shall be fixe th rm of the Master Agreement, and
shall not be subject to adjustment, unless require he applicable funding source. In In
no event, shall Consultant be reimbur •r ove d costs at a rate that exceeds
Commission's approved overhead rate - . th ost Proposal. In the event that
Commission determines that a change t. - •e , es from that specified in the Cost
Proposal, this Agreement or a - Or. is required, the Agreement time or actual
costs reimbursable by Co r issio shal •e adjusted by written amendment to
accommodate the changed . T► total cost as specified in Section 19.8 shall
not be exceeded, unless - tho . by a written amendment.
19.2
Consultant a fixed
nonadjustable for each
of Services, and such a
allowable incurred costs, Commission shall pay
rth in each Task Order ("Fixed Fee"). The Fixed Fee is
r, except in the event of a significant change in the Scope
nt 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
17336.00603\32414498.1
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162
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 pro
permit upon receipt by Commission's Contract Admini
triplicate. Invoices shall be submitted no later than 45 cal
of work for which Consultant is billing. Invoices shall
milestone and each project as applicable. Invoices
approved Cost Proposal and shall reference this
invoice must contain the final cost and all credit
purchased under the Equipment Purchase provis
should be submitted within 60 calend
Invoices shall be mailed to Commission
Riverside County
Attention: Acco
P.O. 12008
Riverside, CA
tly as fiscal procedures will
or of itemized invoices in
r days after the performance
work performed on each
follow format stipulated for the
ent num and project title. Final
mission including any equipment
of this Agreement. The final invoice
ompletion of Consultant's work.
istrator at the following address:
Commission
19.8 a tots o payable by Commission, including the Fixed Fee,
shall not exceed th- ount se .rth in each Task Order.
19.9 Sa . eases shall be reimbursable if the new salary is within the
salary range identified in t , 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.
19.12 Commission has or will enter into three (3) task order contracts for
performance of the Scope of Services identified in Exhibit "A", including this Agreement
("On -Call Traffic and Revenue Consulting Services Task Order Contracts"). The other On -
Call Traffic and Revenue Consulting Services Task Order Contracts are Agreement No. 20-
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31-019-00 to C&M Associates, Inc. and Agreement No. 20-31-051-00 to CDM Smith, Inc.
The total amount payable by Commission for the On -Call Traffic and Revenue Consulting
Services Task Order Contracts shall not exceed a cumulative maximum total value of Three
Million Nine Hundred Thousand Dollars ($3,900,000) ("NTE Sum"). It is understood and
agreed that there is no guarantee, either expressed or implied that this dollar amount will be
authorized under the On -Call Traffic and Revenue Consulting Services Task Order
Contracts through Task Orders. Each time a Task Order is awarded under any of the On -
Call Traffic and Revenue Consulting Services Task Order Contracts, the Commission shall
send written notification to Consultant and each of the other consultants entering into the
On -Call Traffic and Revenue Consulting Services Task Order Contracts. The notice shall
identify the total funds allocated under issued Task Orders, and the remaining
unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that
Commission shall not pay any amount under this Agreement that would exceed the NTE
Sum, and Consultant shall not knowingly enter into a Taskder that exceeds the NTE
Sum.
20. Disputes.
20.1 Any dispute, other than a
under this Agreement that is not disposed of by
decided by a committee consisting of R
written or verbal information submitted b
20.2 Not later t
Agreement, Consultant may
unresolved claims or dispute
writing.
20.3
committee will excu
terms of this Agreeme
21. Termination.
erning a question of fact arising
agreement of the Parties shall be
Cont . Administrator, who may consider
fter completion of all Services under this
the Commission's Executive Director of
The request for review will be submitted in
pency of a dispute, nor its consideration by the
from full and timely performance in accordance with the
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
17336.00603\32414498.1
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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
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 otherwise provided herein,
and deliver to the Commission all Documents and Data, a fined in this Agreement, as
may have been prepared or accumulated by Consulta erformance of the Services,
whether completed or in progress.
21.5 In addition to the above, C
for any reasonable additional costs incurred by
Commission has compensated Consultant
Commission has determined in its sole
complete the Project because it did no
Agreement. Termination of this Agree
Commission in determining whe ent
shall be ble to the Commission
ssion to revise work for which the
this Agreement, but which the
tion n - . to be revised, in part or whole, to
and of care established in this
se may be considered by the
to future agreements with Consultant.
21.6 The rig an • - .f the Parties provided in this Section are in
addition to any other rights an. -dies • •vided by law or under this Agreement.
21.7
waived any and all
termination of this Ag
cuting this Agreement, shall be deemed to have
ages which may otherwise arise from the Commission's
convenience or cause, as provided in this Section.
21.8 Cons • . nt may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 If applicable, 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 If applicable, 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 If applicable, any costs for which payment has been made to
CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR,
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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 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 mak- such materials available at
their respective offices at all reasonable times during the -ement period and for three
years from the date of final payment under this Agre .t. The State, State Auditor,
Commission, FHWA, or any duly authorized repre to of the State or Federal
Government shall have access to any books, rec , and do 'gents of Consultant and
it's certified public accountants (CPA) work pap at e pertine o this Agreement and
indirect cost rates (ICR) for audit, examinatio x s, and transactions, and copies
thereof shall be furnished if requested. Subcontra excess of $25,000 shall contain this
provision.
23.1 Accounting
and maintain an accounting sys
expenditures by line item for
subcontractors shall confor
the determination of incurred c
reimbursement paym
System. � ' " - d its subcontractors shall establish
d re :s that properly accumulate and segregate
accounting system of Consultant and its
ted Accounting Principles (GAAP), enable
interim points of completion, and provide support for
invoices.
24.1 An e concerning a question of fact arising under an interim or
post audit of this Agreeme 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
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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.
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 Comm' sion.
25.4 Any subcontract in excess of $25, ntered into as a result of this
Agreement shall contain all the provisions stipulated i is - -ement to be applicable to
subconsultants.
25.5 Any substitution of subc Ita must be approved in writing by
Commission's Contract Administrator prior to th of work by the subconsultant(s).
25.6 Exhibit "B" may set
bill the Consultant for Services and that a
to Consultant. Additional Direct
the Consultant and all subcon
Order. The subconsultant r
accounting purposes only.
26.
which each subconsultant shall
eimbursement by the Commission
ed in Exhibit "B" shall be the same for both
therwise identified in Exhibit "B" or in a Task
cost proposals contained herein are for
26.1 Pr .' , ization, in writing, by Commission's Contract Administrator
shall be required before sultant 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
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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 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 com
Prevailing Wage Rate requirements in accorda
1770, and all Federal, State, and local laws a
(b) Any subcontr, entere
more than $25,000 for public works con
demolition, repair, or maintenance of publi
Section.
(c)
Scope of Services, transpor
minimum rates set by
applicable Prevailin
th the of California's General
with Califor Labor Code, Section
es applicable to the Services.
as a result of this Agreement, if for
than $15,000 for the alteration,
contain all of the provisions of this
es apply to the Services described in the
n. istence costs shall be reimbursed at the
ent of Industrial Relations (DIR) as outlined in the
tion. See http://www.dir.ca.gov.
of the prevailing rate of per diem wages in effect at
commencement of this -e► t are on file at the Commission's offices. Consultant shall
make copies of the prevai ates 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. If 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
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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 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 prov. ions of the California Labor
Code, unless Consultant or the Services are not subject t�e Eight -Hour Law.
27.4 Employment of Apprentices. ThVAg ent shall not prevent the
employment of properly indentured apprentices i cordanc 'th the California Labor
Code, and no employer or labor union shall refu acc t othe e qualified employees
as indentured apprentices on the work perform er der solely on the ground of race,
creed, national origin, ancestry, color or sex. Eve alified apprentice shall be paid the
standard wage paid to apprentices under ` -. ulati of the craft or trade in which he or
she is employed and shall be employed 'IUD ' - c t or trade to which he or she is
registered.
If California Labor Cod
subcontractor hereunder wh
apply to the joint apprenticeshi
approving Consultant
Upon issuance of
number of apprenti
the apprenticeship pro
pplies to the Services, Consultant and any
in any apprenticeable craft or trade shall
cil administering applicable standards for a certificate
ultant for the employment and training of apprentices.
sultant and any sub -consultant shall employ the
r therein, as well as contribute to the fund to administer
ch craft or trade in the area of the work hereunder.
The parties expres 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").
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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, Co ► ssion shall have and retain all
right, title and interest (including copyright, patent, trade and other proprietary rights)
in all plans, specifications, studies, drawings, e ates, '.terials, data, computer
programs or software and source code, enhance s, docum and any and all works
of authorship fixed in any tangible medium o pre n, inclining but not limited to,
physical drawings or other data magnetically o Ise recorded on computer media
("Intellectual Property") prepared or developed b on behalf of Consultant under this
Agreement as well as any other such Int .I Pro prepared or developed by or on
behalf of Consultant under this Agreeme
The Com
Intellectual Property develop
wholly or in part by Commissi
and whether or not dev- -•ed
assignments of any
request of Commi
ve and retain all right, title and interest in
er this Agreement whether or not paid for
t developed in conjunction with Consultant,
onsultant. Consultant will execute separate written
the above referenced Intellectual Property upon
C. Ita► hall also be responsible to obtain in writing separate
written assignments from . ubcontractors 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
17336.00603\32414498.1
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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 rvices or the Project in any
magazine, trade paper, newspaper, television or radio pro tion or other similar medium
without the prior written consent of Commission.
28.4 Infringement Indemnification
hold the Commission, its directors, officials, offic
and harmless, pursuant to the indemnification p
infringement of any patent, copyright, trade secr
proprietary right of any person or entit . nseq
Commission of the Documents & Data, in
specified or depicted.
29. Indemnificati
defend (with counsel of Com
and their directors, offici
and harmless from an
loss, damage or inj
any manner arisin
misconduct of Consu
contractors arising out of
or this Agreement, includin
nsultant1defend, indemnify and
yees, vo nteers and agents free
of this Agreement, for any alleged
ade name, trademark, or any other
ce of the use on the Project by
od, process, product, or concept
extent permitted by law, Consultant shall
, indemnify and hold Commission, Caltrans
employees, consultants, volunteers, and agents free
demands, causes of action, costs, expenses, liability,
, to property or persons, including wrongful death, in
cident to alleged negligent acts, omissions, or willful
fficials, officers, employees, agents, consultants, and
onnection with the performance of the Services, the Project
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.
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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. Insurance.
30.1 Time for Compliance. Consultant shal
Agreement until it has provided evidence satisfactory to t
all insurance required under this Section, in a foran
acceptable to the Commission. In addition, Consul shall
commence work on any subcontract until it has - ured all
Section.
30.2 Minimum Require
maintain for the duration of the Agreeme
or damages to property which may arise fr
Agreement by the Consultant, it
Consultant shall also require
insurance for the duration
following minimum levels of
commence work under this
mmission that it has secured
ith insurance companies
no ow any subcontractor to
insure required under this
Cons. -nt shall, at its expense, procure and
nst claims for injuries to persons
ection with the performance of the
sentatives, employees or subcontractors.
ractors to procure and maintain the same
Such insurance shall meet at least the
cope of Insurance. Coverage shall be at least as
broad as the latest .ion of the .!lowing: (1) General Liability: Insurance Services Office
Commercial General ility c• • rage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Ins ► q- ervices Office Business Auto Coverage (form CA 0001,
code 1 (any auto) or exac quivalent); 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
17336.00603\32414498.1
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172
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.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub -consultants to procure and maintain, fora 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 Consultant
shall obtain such insurance in an amount not less ► . n $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may con r written requests to lower or
dispense with the errors and omissions liability insura' -quirement contained in this
Section for certain subconsultants of Consultant, on . ase- case basis, depending on
the nature and scope of the Services to be provi► . by the s onsultant. Approval of
such request shall be in writing, signed by the ' . mi ion's Co ract Administrator.
30.4 Aircraft Liability Insuran
use of aircraft, Consultant shall proc
maintained, aircraft liability insurance o
required by the Commission. Such insura
non -owned aircraft and pass
Commission, Caltrans and
additional insureds with res
the Consultant.
30.5
following provision
Commission to add t •Ilow' • provisions to the insurance policies:
ce. o conducting any Services requiring
n, or cause to be procured and
, with a single limit as shall be
a ude coverage for owned, hired and
all name, or be endorsed to name, the
cials, officers, employees and agents as
or operations performed by or on behalf of
n • . ements. The insurance policies shall contain the
t shall provide endorsements on forms approved by the
(a) . eneral 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.
17336.00603\32414498.1
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173
(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 respect
their directors, officials, officers, employees and agen
unbroken chain of coverage excess of the Consultan
Any insurance or self-insurance maintained by
directors, officials, officers, employees and a
insurance and shall not be called upon to cont
(c) Workers' Co ► - i satiori
(i) Consult
of Section 3700 of the California Cod
against liability for workers' co - - nsa n or
the provisions of that co
commencing work under this ent.
against the Comm!
paid under the terms
Consultant.
set forth hereunder.
Commission, Caltrans and
if excess, shall stand in an
sc led underlying coverage.
Comm n, Caltrans and their
I be ex s of the Consultant's
it in any way.
Employers Liability Coverage.
at he/she is aware of the provisions
ich requires every employer to be insured
ndertake self-insurance in accordance with
II comply with such provisions before
nsurer shall agree to waive all rights of subrogation
ors, officials, officers, employees and agents for losses
rance policy which arise from work performed by the
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
(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
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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 r-quired by this Agreement,
except that the Consultant shall provide at least ten (1 ays prior written notice of
cancellation of any such policy due to non-payment of ium. If any of the required
coverage is cancelled or expires during the term of t . Ag . ent, the Consultant shall
deliver renewal certificate(s) including the General ility Addi .I Insured Endorsement
to the Commission at least ten (10) days prio the effective .te of cancellation or
expiration.
(v) The r
later than the effective date of this Agree
continuously for a period of at least three
Agreement. Consultant shall p
retroactive date is advanced
cancelled or not renewed; or
a retroactive date subsea uent
insurance coverage
the Commission, is no
and obligations otherwis
but not limited to, the provi
(if any) of each policy is to be no
nt shall maintain such coverage
completion of the work under this
1) year extended reporting period A) if the
date of this Agreement; B) if the policy is
placed by another claims -made policy with
effective date of this Agreement.
oregoing requirements as to the types and limits of
ed by Consultant, and any approval of said insurance by
and shall not in any manner limit or qualify the liabilities
ed by the Consultant pursuant to this Agreement, including
ns 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.
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30.6 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.
30.7 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.
30.8 Verification of Coverage. Consultant s .II furnish Commission with
original certificates of insurance and endorsements effe • coverage required by this
Agreement on forms satisfactory to the Commission. T--rtificates and endorsements
for each insurance policy shall be signed by a pers• : uthed by that insurer to bind
coverage on its behalf. All certificates and endors- -nts mus received and approved
by the Commission before work commences. e C•mmissi• reserves the right to
require complete, certified copies of all require. 'su e policies, at any time.
30.9 Subconsultant Ins e Re• ents. Consultant shall not allow
any subcontractors or subconsultants to • - e k on any subcontract until they
have provided evidence satisfactory to • sion that they have secured all
insurance required under this S Po l s of commercial general liability insurance
provided by such subcontr. - . s o . ubc• . ultants shall be endorsed to name the
Commission as an additiona ur- i form CG 20 38 04 13 or an endorsement
providing the exact same cov- -. If requested by Consultant, the Commission may
approve different scolimits of insurance for particular subcontractors or
subconsultants.
30.10 nce. At its option, the Commission may require such
additional coverage(s), li d/or the reduction of deductibles or retentions it considers
reasonable and prudent ba -d 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.
31. 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,
17336.00603\32414498.1
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176
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.
32. 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 • . rties. Notwithstanding the
foregoing, the Commission's Executive Director may ma - change to the Agreement,
other than a Cardinal Change. For purposes of this A. 'ent, a Cardinal Change is a
change which is "outside the scope" of the Agreeme , of ords, work which should
not be regarded as having been fairly and reas• . •ly withi - contemplation of the
parties when the Agreement was entered intoexple of - hange which is not a
Cardinal Change would be where, in a contra • ► struct a building there are many
changes in the materials used, but the size and I. t of the building remains the same.
Cardinal Changes are not within the a rovision to order, and shall be
processed by the Commission as "sole so a ents according to applicable law,
including the requirements of FTA rcula •.1 1, •aragraph 9(f).
modification which is sig
than a Cardinal Ch
adjustment to the
issuance of a Chan
agreements of the pa
Modification").
to the changes authorized above, a
by • " . ultant and the Commission's Executive Director, other
ade in order to: (1) make a negotiated equitable
e, . livery schedule and other terms resulting from the
reflect definitive letter contracts, and (3) reflect other
fying the terms of this Agreement ("Bilateral Contract
(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.
33. Prohibited Interests.
33.1 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
17336.00603\32414498.1
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177
Agreement. For breach or violation of this warranty, the Commission shall have the right to
rescind this Agreement without liability.
33.2 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 confl'ct with the performance of
services under this Agreement.
(c) Any subcontract in excess „2 '0 entered into as a result of
this Agreement, shall contain all of the provisions
(d) Consultant hereby
affiliated with Consultant will bid on any construc
construction inspection for any constructi. • . roject
firm is one, which is subject to the contro
otherwise.
(e) Ex
providing surveying or mate
design services in connection
contract, or on any co
resulting from this c
is Artic
t neither onsultant, nor any firm
tract, or on any contract to provide
Iting from this contract. An affiliated
ons through joint -ownership, or
sultants whose services are limited to
tion, no subconsultant who has provided
is co ct shall be eligible to bid on any construction
e construction inspection for any construction project
33.3 miss' Conflict of Interest. For the term of this Agreement, no
member, officer or empl. - he Commission, during the term of his or her service with
the Commission, shall hav- : ny direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
33.4 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.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
17336.00603\32414498.1
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178
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.
33.6 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 t - value of the work actually
performed; or to deduct from the Agreement price; or othee recover the full amount of
such rebate, kickback or other unlawful consideration.
33.7 Covenant A•ainst Ex•endit of Conn ion State or Federal
Funds for Lobbying. The Consultant certifies tr to th- best o / her knowledge and
belief no state, federal or local agency appropr . -d f .s have been paid, or will be paid
by or on behalf of the Consultant to any person for urpose of influencing or attempting
to influence an officer or employee of a - e or feal agency; a Member of the State
Legislature or United States Congress; - o -mployee of the Legislature or
Congress; or any employee of a Member o -gi ure or Congress, in connection with
the award of any state or feder. . act, • . nt, loan, or cooperative agreement, or the
extension, continuation, rend .I, a ndm: or modification of any state or federal
contract, grant, loan, or coo
Ily omitted.
onsultant's certification provided in this Section is a
material representatio fact on which reliance was placed when this Agreement was
entered into, and is a p . ite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. ilure 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 be included in all Consultant
subcontracts which exceed $100,000, and that all such subcontractors shall certify and
disclose accordingly.
33.8 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.
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179
34. 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.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action
in good faith to resolve any dispute arising between
not excuse Consultant from full and timely perfo
37.2. If the Parties are unable to r
faith to do so, the Parties may seek any
either Party commences an action agai
otherwise, arising out of or in connection
litigation shall be entitled to have
fees and, all other costs of su
38. Time of Esse
this Agreement.
39. H
headings contained i
the construction or inte
e
m. The
nce of the
r, the Parties shall attempt
dency of a dispute shall
ices.
a dispute after attempting in good
remedy to resolve the dispute. If
y, either legal, administrative or
ment, the prevailing Party in such
om the losing Party reasonable attorneys'
he essence for each and every provision of
an. Section Headings, paragraph captions or marginal
ent are for convenience only and shall have no effect in
of any provision herein.
40. 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:
Stantec Consulting Services Inc. Riverside County
475 Fifth Avenue Transportation Commission
12th Floor 4080 Lemon Street, 3rd Floor
New York, NY 10017 Riverside, CA 92501
Attn: Sheldon Mar 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
17336.00603\32414498.1
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180
Party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
41. 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
Parties and the interpretation of the Parties' understanding concerning the performance of
the Services.
42. Amendment or Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supers -des all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of s -ement is declared invalid,
illegal, or otherwise unenforceable by a court ofpetent sdiction, the remaining
provisions shall continue in full force and effect.
45. Intentionally Omitted.
46. Survival. All rights and nder that by their nature are to
continue after any expiration or terminatio -ment, including, but not limited to,
the indemnification and confideobl ons, shall survive any such expiration or
termination.
47. No Third P ne es. There are no intended third party
beneficiaries of any ri• ► •li n assumed by the Parties.
48. La. Certifica n. 'y its signature hereunder, Consultant certifies that it
is aware of the provis of Se• •n 3700 of the California Labor Code which require every
employer to be insure • . i lability for Workers' Compensation or to undertake self-
insurance in accordance he provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. 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
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
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181
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 . closed and provided that
Consultant first comply with the requirements set forth i► is paragraph. As soon as
practicable after Consultant becomes aware that it is re• or may become required, to
disclose the Confidential Communication for such .so , onsultant shall notify the
Commission in writing, in order to allow the Commi .n to purs -gal remedies designed
to limit the Confidential Communication req d to .e disclosed or to assure the
confidential treatment of the disclosed informati. .II. g its disclosure. Consultant shall
cooperate with the Commission, on a reimburse. .asis, to assist the Commission in
limiting the scope of disclosure or ass .e co -ntial treatment of any disclosed
information.
51.
court order related to this
immediately provide written
Consultant shall not re
Commission is provi
responding to the
52. Assi
transfer, either directly or
the prior written consent of
Should Consultant receive a subpoena or
ervices or the Project, Consultant shall
poena or court order to the Commission.
y such subpoena or court order until notice to the
erein, and shall cooperate with the Commission in
rder.
ransfer. Consultant shall not assign, hypothecate, or
ration of law, this Agreement or any interest herein, without
e 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.
53. 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.
54. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
55. 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
17336.00603\32414498.1
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182
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.
56. Electronic Delivery of Agreement. A manually signed copy of this
Agreement which is transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement for all purposes.
[Signatures on following page]
17336.00603\32414498.1
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183
SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY STANTEC C LILTING SERVICES
TRANSPORTATION COMMISSION INC.
By.
Anne Mayer, ve Director S' :ture
<1111111111111r Title
ATTEST:
Approved as to For
By:
Best, Best & Kriege
General Counsel
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.
17336.00603\32414498.1
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184
EXHIBIT "A"
SCOPE OF SERVICES
[ATTACHED BEHIND THIS PAGE]
Exhibit A
17336.00603\32414498.1
185
SCOPE OF SERVICES
ON -CALL TRAFFIC AND REVENUE CONSULTING SERVICES
1. GENERAL INFORMATION
1.1. Background
The RIVERSIDE COUNTY TRANSPORTATION COMMISSION (Commission) is requesting
Statements of Qualifications (SOQ) from qualified professionals for on -call Traffic and
Revenue consulting services. The Commission intends to contract with qualified consulting
firms to provide comprehensive, on -call consulting services for Commission toll projects. On -
call traffic and revenue services will be in support of planned or in -progress Commission
projects, operating Commission toll facilities, and technical sort for the toll program.
2. DESCRIPTION OF WORK
Consultant tasks may include, but not be limite , the follotypical tasks. Specific
requirements will be set forth in each task for e rder:
2.1. Project Management
The Consultant will support the Commiss dir'1�tion and supervision of project staff
to facilitate the performance in ac •rdanc his ope of work and RCTC requirements.
The Project management • is include but not be limited to, the
coordination/preparation/d. ' n of p ct meetings, development/maintenance of a
project schedule, prepara invoicing, maintenance of project records,
development/adminis of - ality control plan and coordination of submittals and final
deliverables.
2.2. Traffic and Re
The Consultant shall sup the Commission with the development of different levels of traffic
and revenue studies depending on the need for a particular express lanes project. The
following is a description of the potential tasks that may be issued with a specific task order
for this discipline:
• Level 1 Traffic and Revenue Study (sketch) that evaluates potential traffic demand and
growth with implementation of express lanes and provides revenue estimates for a
given amount of time.
• Level 2 Traffic and Revenue Study (Intermediate) that further refines traffic forecast,
operations, and revenue estimates in that it can be used to support express lane
planning, design, and provide a basis for a funding or financing plan. The effort
associated with this type of study may require additional data collection for traffic
forecasting and economic development assumptions. In addition, stated preference
surveys may be required.
EXHIBIT A - 1
186
" L e v e l 3 T r a f f i c a n d R e v e n u e S t u d y ( I n v e s t m e n t G r a d e ) t h a t p r o v i d e s a r o b u s t a n d
t h o r o u g h e v a l u a t i o n o f t r a f f i c f o r e c a s t s , o p e r a t i o n , a n d e x p e c t e d r e v e n u e f r o m
i m p l e m e n t a t i o n o f e x p r e s s l a n e s . A l e v e l 3 T r a f f i c a n d R e v e n u e s t u d y w i l l b e u s e d a s
a m e c h a n i s m t o s u p p o r t t h e i s s u a n c e o f b o n d s f o r f u t u r e e x p r e s s l a n e s p r o j e c t s . T h i s
s t u d y m a y b e b u i l t o n a e x i s t i n g l e v e l 2 s t u d y a n d m a y i n c l u d e v e r i f i c a t i o n o f t r a f f i c
d a t a , m o d e l i n g a s s u m p t i o n s a n d r e v e n u e e s t i m a t e s . A d d i t i o n a l s t a t e d p r e f e r e n c e
s u r v e y s m a y b e n e e d e d t o v e r i f y t h e a s s u m p t i o n s m a d e i n t h e m o d e l i n g f o r t h e f u t u r e
e x p r e s s l a n e s p r o j e c t s . A d d i t i o n a l c o u n t s a n d s c e n a r i o a n a l y s e s m a y b e n e c e s s a r y t o
m a k e t h e l e v e l 3 T r a f f i c a n d R e v e n u e S t u d y c u r r e n t a n d t o s u p p o r t b o n d i s s u a n c e
a c t i v i t i e s .
2 . 3 . T e c h n i c a l S u p p o r t a n d M i s c e l l a n e o u s S t u d i e s
F o r f u t u r e p r o j e c t s a n d e x i s t i n g f a c i l i t i e s , t h e C o n s u l t i v o v i d e t e c h n i c a l s u p p o r t a s i t
r e l a t e s t o r e v i e w i n g t r a f f i c a n d r e v e n u e a c t i v i t i e s a n d ' ' c u m e n t p a r t o f a g i v e n t a s k o r d e r ,
t h e C o n s u l t a n t m a y r e v i e w o r d e v e l o p s t u d i e s r e l - : t o s i m u l a t i o v e l m o d e l i n g , f i n a n c i a l
a n a l y s i s , o p e r a t i o n a l a n a l y s i s , a n d p l a n n i n g s
a d j u s t m e n t s o f t o l l e d f a c i l i t i e s , c o r r i d o r s , o r s y
r e q u e s t s f r o m C o m m i s s i o n e r s a s i t r e l a ' " a n
e v a l u a t e d . U n d e r t h i s t a s k , t h e C o n s u l t a
" R e v i e w a n d v e r i f y t r a
a g e n c i e s ;
" C o n d u c t d a t a c o m p
" C o n d u c t l a n d u
" C o n d u c t S t
" T o l l o p t
a d j u s t m e n t
t e c h n i q u e s t o
u p p o r t p r i c i n g p o l i c i e s a n d d e s i g n
I n a d d i t i o n , v a r i o u s q u e s t i o n s a n d
e x ! " o r f u t u r e t o l l p o l i c y m a y n e e d t o b e
h e f o l l o w i n g a c t i v i t i e s :
S t u d i e s f r o m o t h e r C o n s u l t a n t s o r o t h e r
e c t i o n , a n d a n a l y s i s ;
- e c o n o m i c r e s e a r c h ;
r v e y s ;
t h r o u g h a n a l y s i s o f p r i c i n g s t r a t e g i e s , t o l l r a t e
t o s i m u l a t i o n a n a l y s i s , a n d o t h e r f i n a n c i a l m o d e l i n g
o p t i m a l t o l l s o l u t i o n s , b a s e d o n r e v e n u e o r t h r o u g h p u t ;
" E v a l u a t e t h e t r a f a n d r e v e n u e i m p a c t s o f a d d i t i o n / d e l e t i o n o f p r o j e c t f e a t u r e s o r
p r o p o s e d p r o j e c t s w i t h i n t h e e x p r e s s l a n e s c o r r i d o r o r n e t w o r k ;
" P r o v i d e n e t t o l l r e v e n u e a n a l y s e s o f p r o p o s e d e x p r e s s l a n e s c o r r i d o r s ;
" S e n s i t i v i t y a n a l y s e s t h a t e v a l u a t e s i m p a c t s t o r e v e n u e a n d t r a f f i c f r o m d i f f e r e n t
a s s u m p t i o n s f r o m a s o c i o - e c o n o m i c p e r s p e c t i v e , h o r i z o n y e a r s , a n t i c i p a t e d p r o j e c t s ,
a n d o t h e r f a c t o r s t h a t c a n i m p a c t p r o p o s e d a n d e x i s t i n g e x p r e s s l a n e s ;
" F o r e c a s t i n g o f t r a f f i c p e r f o r m a n c e f o r e x i s t i n g f a c i l i t i e s a n d f u t u r e p r o j e c t s
" E x p r e s s l a n e n e t w o r k t r a f f i c m o d e l i n g f o r p o t e n t i a l n e w e x p r e s s l a n e s c o r r i d o r s ;
" M a r k e t s h a r e a n a l y s e s f o r p r e l i m i n a r y t e s t i n g o f a l t e r n a t i v e t o l l c o n c e p t s a n d
o p e r a t i o n a l p o l i c i e s ;
" D e v e l o p t r a f f i c a n d r e v e n u e m o d e l i n g a n d e v a l u a t e i m p a c t s f r o m e m e r g i n g m o b i l i t y
t e c h n o l o g i e s ;
" E v a l u a t e m u l t i - m o d a l f e a s i b i l i t y f r o m a t r a f f i c a n d r e v e n u e p e r s p e c t i v e ;
E X H I B I T A - 2
1 8 7
" P r o v i d e t e c h n i c a l s u p p o r t a n d p r e s e n t t o C o m m i s s i o n l e g a l c o u n s e l , o t h e r c o n s u l t a n t s ,
C a l t r a n s , F e d e r a l H i g h w a y A d m i n i s t r a t i o n , f i n a n c i a l i n s t i t u t i o n s o r r a t i n g a g e n c i e s
r e g a r d i n g t r a f f i c a n d r e v e n u e s t u d i e s ;
" D e v e l o p a n d e x e c u t e p r e s e n t a t i o n s a n d t r a i n i n g s f o r v a r i o u s a u d i e n c e s ;
" A n d c o m p l e t e r e l e v a n t t a s k s r e l a t e d t o t r a f f i c a n d r e v e n u e a n a l y s e s o f h i g h w a y
c o r r i d o r s a n d o t h e r m o b i l i t y o p t i o n s .
2 . 4 . M a t e r i a l s t o b e F u r n i s h e d b y C o m m i s s i o n
A l l s o f t w a r e , d a t a , r e p o r t s , s u r v e y s , d r a w i n g s , a n d o t h e r d o c u m e n t s f u r n i s h e d t o t h e O f f e r o r
b y C o m m i s s i o n f o r t h e O f f e r o r ' s u s e i n t h e p e r f o r m a n c e o f s e r v i c e s s h a l l b e m a d e a v a i l a b l e
o n l y f o r u s e i n p e r f o r m i n g t h e a s s i g n m e n t a n d s h a l l r e m a i n p r o p e r t y o f C o m m i s s i o n . A l l
s u c h m a t e r i a l s s h a l l b e r e t u r n e d t o C o m m i s s i o n u p o n c o r e t i o n o f s e r v i c e s , t e r m i n a t i o n o f
t h e a g r e e m e n t , o r o t h e r s u c h t i m e a s C o m m i s s i o n m a e e .
2 . 5 . P e r s o n n e l Q u a l i f i c a t i o n s a n d R e s p o n s i b i l i t i e
T h e q u a n t i t y a n d q u a l i f i c a t i o n s o f p e r s o n n e l t o
o f t h e T a s k O r d e r r e q u e s t a n d t h e d e g r o f d i f f i c u
A l l p e r s o n n e l a n d p e r s o n n e l a s s i g n m e n t
2 . 6 . T h i r d P a r t y R e l a t i o n s h i p s
T h i s C o n t r a c t i s i n t e n d e d
C o m m i s s i o n p r o j e c t s , f a c i l i t i
p r o f e s s i o n a l o f f e r o r s
T h e C o m m i s s i o n ,
c o n t r a c t u a l m a t t
C o m m i s s i o n a n d s h
i s s u e s , a n d a l l r e l a t e d
h e d w i l l b e d e t e r m i n e d b y t h e s c o p e
f t h e r e q u i r e d t a s k s t o b e p e r f o r m e d .
t o a p p r o v a l b y C o m m i s s i o n .
t r a f f i c a n d r e v e n u e c o n s u l t i n g s e r v i c e s f o r
p u " . s . T h e C o m m i s s i o n w o r k s c l o s e l y w i t h v a r i o u s
o t h e r s i n t h e d e v e l o p m e n t o f i t s p r o j e c t s a n d f a c i l i t i e s .
s p o n s i b l e f o r a n d w i l l b e t h e s o l e p o i n t o f c o n t a c t f o r a l l
t h e T a s k O r d e r s . O f f e r o r s h a l l t a k e d i r e c t i o n o n l y f r o m
n f o r m o n l y C o m m i s s i o n o f T a s k O r d e r p r o g r e s s , o u t s t a n d i n g
D u r i n g t h e c o u r s e o f t h e C o n t r a c t , O f f e r o r m a y f i n d o c c a s i o n t o m e e t w i t h l o c a l , s t a t e , a n d
f e d e r a l r e p r e s e n t a t i v e s , c o n s u l t a n t s , a d v i s o r s , l e g a l c o u n s e l , o r o t h e r t h i r d p a r t i e s w h o h a v e
a s s i s t e d w i t h t h e v a r i o u s R C T C p r o j e c t s . T h e s e e n t i t i e s m a y , f r o m t i m e t o t i m e , o f f e r
s u g g e s t i o n s a n d / o r r e c o m m e n d a t i o n s r e g a r d i n g t h e C o m m i s s i o n p r o j e c t o r e l e m e n t s o f t h e
p r o j e c t . W h i l e t h e C o m m i s s i o n e n j o y s a c l o s e r e l a t i o n s h i p w i t h a n d h a s c o n s i d e r a b l e
c o n f i d e n c e i n t h e c a p a b i l i t i e s o f t h e s e o t h e r p a r t i e s , O f f e r o r s h a l l n o t a c t o n a n y s u g g e s t i o n s ,
s o l i c i t e d o r u n s o l i c i t e d , w i t h o u t o b t a i n i n g s p e c i f i c d i r e c t i o n f r o m C o m m i s s i o n . A l l o r a l a n d
w r i t t e n c o m m u n i c a t i o n w i t h o u t s i d e a g e n c i e s o r O f f e r o r s r e l a t e d t o t h e p r o j e c t s h a l l b e d i r e c t e d
o n l y t o C o m m i s s i o n . D i s t r i b u t i o n o f p r o j e c t r e l a t e d c o m m u n i c a t i o n s a n d i n f o r m a t i o n s h a l l b e
a t t h e s o l e d i s c r e t i o n o f C o m m i s s i o n r e p r e s e n t a t i v e s .
E X H I B I T A - 3
1 8 8
3. Task Order PROCEDURES
3.1. Definitions
The term Consultant shall refer to the firm or firms that are awarded the contract for
environmental consulting services.
A Task Order is utilized by the parties to establish, outline, and authorize a particular job or
task.
3.2. Initiating Task Orders
The Commission's project manager will issue Task Orders to the Consultant.
The Commission's request for task order submittals. Upo a request for a Task Order
Proposal by the designated Commission project manager .nsultant shall develop a plan
and submit a task order proposal for the requested serv'' The Task Order shall include a
time schedule, number of labor hours, and labor cl. icati. ) to provide the requested
services.
3.3. Review and Award of Task Orders
The Commission's designated project :er wi 'view the submitted Task Order (to
ensure that the submittal is complete, con . - e ommission's written or oral request
for services, the personnel assign-. are a. - ► ..le, - schedule is acceptable, that all costs
proposed are appropriate, an. - - ite . in compliance with contractual requirements.
The project manager will a : the ' k Or. if it is determined to be fair and reasonable. If
required, the Commission's . e' . . - ill conduct negotiations to address exceptions
and clarify costs. The - e . Task Order will serve as the record of negotiations.
3.4. Completion
The Consultant's pe . n .f services shall commence under each Task Order only upon
written authorization by ommission's designated project manager.
Consultant shall complete the services within the time frame specified on a particular Task
Order.
EXHIBIT A - 4
189
EXHIBIT "B"
COMPENSATION AND PAYMENT
[ATTACHED BEHIND THIS PAGE]
Exhibit B
17336.00603\32414498.1
190
EXHIBIT "B"
COMPENSATION SUMMARY
FISCAL YEAR
PROJECT
COST
FY 2019/20
Traffic & Revenue Study Services
$
450,000.00
FY 2020/21
Traffic & Revenue Study Services
350,000.00
FY 2021/22
Traffic & Revenue Study Services
800,000.00
FY 2022/23
Traffic & Revenue Study Services
1,500,000.00
FY 2023/25
Traffic & Revenue Study Services
600,000.00
FY 2025/26
Traffic & Revenue Study Services
200,000.00
SUBTOTAL
3,900,000.00
TOAL COSTS
$
3,900,000.00
1 Commission authorization pertains to total contract award amount. Compensa adjustment ween consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
EXH I
TB-1
AGENDA ITEM 7K
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM
Budget and Implementation Committee
Cheryl Donahue, Public Affairs Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Quarterly Public Engagement Metrics Report, October -December 2019
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Quarterly Public Engagement Metrics
Report for October — December 2019.
BACKGROUND INFORMATION:
Staff continues to measure public engagement activities and prepare Quarterly Public
Engagement Metrics Reports for the Commission, a practice that began in April 2018. This report
covers the fourth quarter of 2019, from October to December. The quarterly reports are a
data -driven approach to monitor the Commission's progress toward public engagement goals, to
analyze the effectiveness of its efforts, and to provide transparency into how the Commission is
using its resources to engage with the public.
This quarterly report includes three sets of data:
1) Metrics for RCTC's overall public engagement activities, including website use and access;
website top pages visited; email notifications; social media likes, engagement and reach;
and public sentiment
2) Metrics for RCTC's Interstate 15 Express Lanes Project public engagement activities,
including email activity, website sessions, and social media
3) Metrics for the State Route 60 Truck Lanes Project. Note that these numbers remain
small, due to only eight months of activity.
Report highlights for this quarter follow and are included in a graphical format. Please note that
most of the social media metrics show an increase this quarter, due to digital advertising
expenditures. The quarterly reports will evolve to include metrics from new Commission projects.
Agenda Item 7K
192
RCTC Overall Public Engagement
1) Website
a. For the quarter, there were 39,835 website sessions, a 16 percent increase from
last quarter's 34,234 sessions. There also were 26,364 unique users, a significant
increase of 21 percent compared to the previous quarter's 21,761 unique users.
b. About a third of the visitors (34 percent) accessed the website through organic
searches, such as Google. Another 21 percent used a direct search (keying in
rctc.org). Others used social media (38 percent), and website referrals (7 percent).
c. Website access via desktop versus mobile continues to fluctuate. During the
fourth quarter, showed 46 percent accessed the website through a desktop
computer and 54 percent used mobile devices. This is a large change from the
second quarter of 2019, when the ratio was 57 percent via a desktop computer
and 43 percent via mobile devices.
d. The homepage continues to be the most frequently visited page, followed by the
blog post related to funding of the 1-15 Railroad Canyon Interchange. The Route
60 Truck Lanes page and the Employment page ranked third and fourth.
2) Social Media
a. Facebook: At the end of the quarter, the Facebook page had 9,389 likes, an
11 percent increase over last quarter's 8,476 likes. The page had 2,499 forms of
engagement, such as likes, comments and shares, a 70 percent drop from last
quarter's 8,289 forms of engagement. Facebook also had 1,708,937 impressions,
which is the number of times that RCTC's content was displayed in news feeds.
This was a large increase — 108 percent — from last quarter's 820,030 million
impressions. However, the previous quarter experienced a 70 percent drop, due
to decreased digital advertising.
b. Twitter: RCTC's Twitter page showed a 3 percent increase in followers, from 1,169
to 1,200. Engagement increased 78 percent, from 320 to 571. Impressions jumped
43 percent from 60,296 to 75,391.
c. Instagram: The Instagram page followers grew 15 percent, from 487 to
561 followers. Engagement climbed 47 percent, from 334 forms of engagement
to 490. Impressions increased 45 percent to 17,309, compared to last quarter's
11,928.
d. Overall, public sentiment was positive, with strong engagement related to jobs
and locally sourced materials on the 1-15 Express Lanes Project and the public
scoping period for the proposed 1-15 Express Lanes Southern Extension.
3) RCTC's The Point: RCTC continues to produce content for its online blog, The Point, and
distributes this information and other news via email to subscribers. However, RCTC's
subscribers declined 12 percent, from 3,555 to 3,147. Part of this decline was due to
removal of duplicates and other "bounce -back" email addresses. Thirty-one percent of
subscribers opened The Point, and 6 percent clicked on links to learn more.
Agenda Item 7K
193
Interstate 15 Express Lanes Construction Public Engagement
1) Emails: Total email list sign-ups since the project began grew to 2,648. This is a 1 percent
increase over the 2,622 sign-ups received through the end of last quarter. There also
were 10 email inquiries for a total of 154 since the project started. This is a 7 percent
increase over the 144 inquiries received through the end of last quarter.
2) Website: Total website visits since project inception grew to 62,023, a 11 percent climb
from the 56,019 visits through the end of last quarter.
3) Social Media: The project's Facebook, Twitter and Instagram accounts all showed small
gains. The Facebook page grew to 2,303 likes from 2,269 likes last quarter, a 1.5 percent
increase. Twitter increased from 242 followers to 257, a 6 percent increase. Instagram
followers increased 4 percent from 443 to 461.
State Route 60 Truck Lanes Construction Public Engagement
1) Emails: Total email list sign-ups since the project began grew to 285. This is an 8 percent
increase over the 263 sign-ups received through the end of last quarter. There also have
been a total of 90 email inquiries, a 17 percent increase over the 77 inquiries through the
end of last quarter.
2) Website: Total website visits since project inception grew to 9,992, a 49 percent increase
from the 6,715 visits through the end of last quarter.
3) Social Media: The project's Facebook, Twitter and Instagram accounts all showed
increases. The Facebook page grew to 454 likes from 314 likes last quarter, a 46 percent
increase. Twitter increased from 31 followers to 52, a 68 percent increase. Instagram
followers increased 41 percent from 101 to 142.
Attachments:
1) RCTC Overall Public Engagement Metrics
2) Interstate 15 Express Lanes Construction Public Engagement Metrics
3) State Route 60 Truck Lanes Construction Public Engagement Metrics
Agenda Item 7K
194
Public Engagement Metrics: Q4
Overall Social Media Sentiment
4
0
-2
10/1 10/8 10/15 10/22 10/29 1 1 /5 11/12 11/19 11/26 12/3 12/10 12/17 12/24 12/31
Content in Q4 received moderately high engagement and positive
sentiment from the community.
10/29 (+) I-15 project video highlighted locally -sourced materials
and local jobs
11/19-20 (+) 1-15 Express Lane comment period prompted
community engagement
Social Media
Eblasts
Subscribers
3,147
Average
Open
31%
Average
Click
6%
Instagram
Followers
561
Engagement
490
Impressions
17,309
+15%
+47%
ATTACHMENT 1
Oct - Dec 2019
1
39,835
Number of
Sessions
Top Channels
+16%
26,364
Number of
Unique Users
+21 %
Direct (21.3%) — 5,712
Organic (34.1 %) — 9,141
Social (37.5%) —10,041
Referral (6.7%) — 1,807
Differences
Paid advertising increased in Q4.
Top Pages Visited
Homepage is #1 most visited page
2 CTC Funds 1-15 Railroad Canyon
3 Route 60 Truck Lanes
4 Employment
Desktop vs Mobile Users
46%
•
Desktop
Mobile
54%
195
•
mr
EXPRESS HMS
Email List Sign-UDs
15 Express Lanes Project
Outreach Metrics
Number of Sign -Ups
3000 r
2500
2000
1500
1,240
1000 —
O703
500 —
114
45
1,401
1
1,706
1
1,915
2,301
2,426
2,522 2,577 2,622 2,648
Website Visits
80000
70000
60000
50000
40000
30000 —
20,44
20000 — 14,980
8,81311,056 E
10000 — 3,635 5,780
0` 845 _-■
62,023
56,019
49,590
42,208
36,841
28,184
0
ATTACHMENT 2
Oct 2016 - Dec 2019
Emails Received
Total Emails Received to Date
200
150
100
50
0-
7
20
r
77
62
48
40
.32
132
118
104
137
144
154
Social Media Likes/Follows
1
Number of Likes/Follows
2500 —
2000
1500
1000
500
0-
21
127
932 979
195
1,297
1
1,477
1
1,665
1
2,219 2,269 2,303
2
hill
,030
196
• Facebook Page Likes
Twitter Followers (Account Opened 02/05/18)
• Instagram Followers (Account Opened 02/05/18)
State Route 60 State Route 60 Truck Lanes Project
TRUCK LANES Monthly "At -a -Glance" Metrics Report
Email & Text Sign -Ups
300
a 250
D
01 200
0
• 150
100
50
0
61
— .
263
285
Website Sessions
Total Website visits to Date
10000 —
8000
6000
4000
2000
0
— 1,414
— ■
6,715
9,992
O �▪ O • ,O �O 15) ,LO 15) 1• 9
Qec, Q Qec lac �o c,eQ Qec lac V>o
O Sao $>' ' O Sao V".9
1
197
Emails to Project Team
ATTACHMENT 3
May - December 31, 2019
Number of Emails
200
150
100
50
0
67
144
157
Social Media Likes/Follows
1
Number of Likes/Follows
500 —
400
300
200
100
0_
115
314
454
1
ti
yeQ
• Facebook Page Likes
Twitter Followers
Instagram Followers
AGENDA ITEM 7L
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Mark Lancaster, Capital Projects Manager
Marlin Feenstra, Project Delivery Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Amendment to Agreement with T.Y. Lin International for Final Design Services
Related to the Mid County Parkway Interstate 215/Placentia Avenue
Interchange Improvement Project and Agreement for Construction Zone
Enforcement Enhancement Program Services for the Project
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Approve Agreement No. 16-31-066-04, Amendment No. 4 to Agreement
No. 16-31-066-00, with T.Y. Lin International (T.Y. Lin) to complete final design services
and prepare the Interstate 215/Placentia Avenue interchange improvement
(I-215/Placentia Avenue) project for advertising and award, in the amount of $386,663,
plus a contingency amount of $38,666, for an additional amount of $425,329, and a total
amount not to exceed $5,171,185;
2) Approve Agreement No. 20-31-051-00 with the California Highway Patrol (CHP) for
Construction Zone Enforcement Enhancement Program (COZEEP) services in an amount
not to exceed $279,900;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and
execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for the project.
BACKGROUND INFORMATION:
The Commission began environmental studies and preliminary engineering on the Mid County
Parkway (MCP) project in December 2003.
In April 2015, the Commission certified the final environmental impact report, adopted findings
pursuant to the California Environmental Quality Act, adopted a mitigation monitoring and
reporting program, adopted a statement of overriding considerations, and approved the MCP
project.
At the Commission's direction, staff proceeded with design and right of way acquisition for the
I-215/Placentia Avenue project as the first construction contract for the MCP project. The
Agenda Item 7L
198
I-215/Placentia Avenue project will construct a new interchange at I-215/Placentia Avenue and
six lanes on Placentia Avenue between Harvill Avenue and Indian Avenue, connecting to the
existing two-lane section of Placentia Avenue between Indian Avenue and Perris Boulevard (see
Attachment 1 Vicinity Map).
At the November 2016 meeting, the Commission approved an agreement with T.Y. Lin for final
design and preparation of the final Plans, Specifications and Estimate (PS&E) package and related
construction bid documents for the construction of the I-215/Placentia Avenue project in the
amount of $3,754,000. Two subsequent amendment authorizations aggregating an additional
amount of $991,856 resulted in a total contract authorization to date of $4,745,856.
The parties now desire to amend Agreement 16-31-066-00 in order to provide compensation for
final design services for the I-215/Placentia Avenue project to complete work that was not
anticipated in the original scope of work for the project.
DISCUSSION:
During the design phase, ongoing coordination with Caltrans, Riverside County Transportation
Department (RCTD), and Riverside County Flood Control and Water Conservation District
(RCFCWCD) identified the following work items that were not included in the original scope of
the project, but now are required to be completed by T.Y. Lin:
1. Updates to Roadway Plans and Details: Required roadway plan and detail updates
include:
A) Grading adjustments as a result of a revised Eastern Municipal Water District
easement, and the processing of a Supplemental Design Standard Decision
Document with Caltrans for a nonstandard side slope;
B) Creation of details, placement and modifications to a new community
identification monument sign, as requested by the County of Riverside;
C) Updates to the PS&E based on constructability review comments provided by the
Commission's Construction management firm;
D) Significant drainage design revisions required by RCTD and RCFCWCD;
E) Processing of non-standard special provisions;
F) Processing of Utility Exception Memo for Southern California Edison through
Caltrans;
G) Modifications to the PS&E as a result of the October 2019 Caltrans Standard Plans
and Specifications update; and
H) Preparation of Resident Engineer File.
2. Updates to the Drainage Plans, Reports, and Details: Required drainage plan, report, and
detail updates include:
A) Caltrans request to analyze and revise proposed drainage structures within the
State right of way;
B) Response to comments from Caltrans, city of Perris, RCTD and RCFCWCD; and
C) Extensive hydrology and hydraulic analysis and preparation of a drainage report.
Agenda Item 7L
199
3. Updates to Landscape Plans, including: Required landscape plan updates include:
A) Modifications to the PS&E as a result of the October 2019 update to the Caltrans
Standard Plans and Specifications; and
B) Design of county monument sign and associated lighting.
4. Environmental Revalidation: Caltrans is requiring a second Environmental Re -Evaluation
(National Environmental Policy Act, or NEPA)/Re-Validation (California Environmental
Quality Act, or CEQA) for the environmental certification approval process. The second
Environmental Re -Evaluation (NEPA)/Re-Validation (CEQA) will also include an updated
project description to document the revised drainage design and the revised impacts to
jurisdictional waters. This task includes time for preparation of the document and to
coordinate with Caltrans and the Federal Highway Administration to review and obtain
signatures.
5. Environmental Permits: A Section 401 (Clean Water Act) certification authorization from
the Santa Ana Regional Water Quality Control Board (SARWQCB) received on September
9, 2019 will be revised and resubmitted to SARWQCB for re -authorization due to drainage
revisions, which caused small additional impacts to jurisdictional waters.
6. Asbestos Testing in Bridges: As requested by Caltrans, the Commission will conduct
supplemental asbestos sampling of the bridge decks of the Placentia Avenue Overcrossing
and Placentia Street Overhead to determine the presence of asbestos in joints and seals
within the bridge. The survey will be completed in accordance with federal, state and local
regulations, including but not limited to, the Asbestos Hazard Emergency Response Act,
South Coast Air Quality Management District, and California Occupational Safety and
Health Administration rules and regulations. A Health and Safety Plan will be prepared for
this investigation, which will outline the safety protocols to be followed during the
asbestos field sampling. This task includes traffic control and safety services during the
field investigation.
7. Construction Support Phase: Additional budget is anticipated to respond to inquiries and
Requests for Information from potential bidders.
Subsequently, staff negotiated the scope of work (including the appropriate level of effort, labor
categories/mix, etc.), cost, and schedule proposal received from T.Y. Lin for the additional
services and established a fair and reasonable price. The proposed cost is $386,663.
The completion of design of the project is February 2020, and construction is scheduled to begin
in summer 2020.
Construction Zone Enforcement Enhancement Program Agreement
As with all highway projects, an agreement is required with CHP to provide COZEEP services for
speed enforcement and traffic queuing control for the safety of motorists and construction
Agenda Item 7L
200
workers during nighttime lane closures construction work. Based on a Caltrans formula and the
amount of freeway lane and directional closures, the estimated amount for this agreement is
$279,900.
Recommendation
Staff recommends approval of Agreement No. 16-31-066-04 with T.Y. Lin to complete these
additional scope items for the project, based on the final negotiated scope and cost of $386,663,
plus a contingency amount of $38,666, for an additional amount of $425,329, and a total contract
authorization not to exceed $5,171,185. The table below provides a summary of the initial
agreement and subsequent approved and proposed amendments.
Agreement
Authorization Date
Authorization
Amount
Agreement
Amount
Original Agreement
November 9, 2016
$ 3,754,000
$ 3,412,677
Amendment No. 1
July 11, 2018
299,498
314,663
Amendment No. 2
N/A (use of contingency)
-
341,300
Amendment No. 3
September 11, 2019
692,358
629,416
Subtotal
4,745,856
4,698,056
Amendment No. 4 (proposed)
425,329
386,663
Totals
$ 5,171,185 $ 5,084,719
Staff also recommends approval of Agreement No. 20-31-051-00 for COZEEP services with the
CHP in the amount of $279,900.
Further, authorization is requested for the Chair or Executive Director to finalize and execute the
agreements on behalf of the Commission and for the Executive Director or designee to approve
the use of the contingency amount as may be required for the project.
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2019/20
Amount:
$705,229
Source of Funds:
2009 Measure A Western County
New Corridors
Budget Adjustment:
No
GL/Project Accounting No.:
002317 81102 00000 0000 261 31 81101
Fiscal Procedures Approved:
vilte4,4014
Date:
02/13/2020
Attachments:
1) Vicinity Map-I-215/Placentia Avenue Interchange
2) TY Lin Amendment No. 4, Agreement No. 16-31-066-04
3) CHP COZEEP Agreement No. 20-31-051-00
Agenda Item 7L
201
Approved by the Western Riverside County Programs and Projects Committee on
February 24, 2020
In Favor: 11 Abstain: 0 No: 0
Agenda Item 7L
202
ATTACHMENT 1
TYLIN INTERNATIONAL
0 225' 450' 900'
*Mid -County Parkway (shown in blue) is not part of project.
1-215 / Placentia Ave Interchange
SCALE: 1" = 150'
203
Attachment 1 Vicinity Map
ATTACHMENT 2
STATE OF CALIFORNIA
DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
REIMBURSABLE SERVICES CONTRACT REQUEST
CHP 78R (Rev. 2-12) OPI 076
TO
BUSINESS SERVICES SECTION-
CONTRACT SERVICES UNIT (076)
DATE
05/24/2018
(1) CURRENT AGREEMENT NUMBER
(2) DPI TRACKING NUMBER
(3) PREVIOUS AGREEMENT NUMBER
(4) CONTRACT COORDINATOR (Print Name and TNle)
R, Pereyda Officer
FROM (Command/Location Code)
Riverside 840
TELEPHONE NUMBER
(Include Area Coda)
(951) 637-8000
FAX NUMBER
(include Area Code)
(951) 07_Rn03
MA EING7t nc u e p e e
81 18 Lincoln Ave, Riverside Ca, 92504
BUSINESS ADDRESS (if different than mein address)
(5) AGREEMENT WITH (include Fulll3uslness Name)
Riverside County Transportation Commision
CONTACT NAME (Print Name end Thal)
Alex Menor Capital Projects Mgr,
TELEPHONE NUMBER
(Include Area Code)
(951) 787-7970
FAX NUMBER
(1nc(ude Area Code)
(951) 787-7906
MAILING ADDRESS (Include Zip Code)
4080 Lernon St. 3rd floor Riverside Ca. 92502
BUSINESS ADDRESS (11 different than mailing address)
(6)
ORIGINAL AGREEMENT D AMENDMENT NUMBER
(7) TERM OF AGREEMENT
STARTING DATE 06/01/2019
THROUGH I2/01/2021
ORIGINAL ENDING DATE
AMENDED ENDING DATE
(8) AREA(S)/LOCATION CODES)/ADDRESS(ES) WHERE SERVICES ARE TO BE PERFORMED (If Different From Above)
El CHECK IF MULTIPLE LOCATION LISTING ATTACHED ❑ NO CHANGE
Construction will be performed on Placentia Ave. at Interstate 215,
(9) DESCRIBE PURPOSE, SERVICE(S) TO BE PERFORMED, AND/OR FINAL PRODUCT TO BE DELIVERED
The Riverside County Transportation Commission will be the lead agency providing demolition and construction for the necessary upgrades
and improvements of the Placentia Ave, over crossing including the on and off ramps for the Interstate 215. The Riverside County
Transportation Commission has requested CHP provide Construction Zone Enhanced Enforcement Program (Cozeep) services within the
construction zone.
(10)
SUPPORTING DOCUMENTATION ATTACHED (Specifications or scope of work, drawings and ofhersupporting documents, or services affected by This reimbursable agreement must be attached to cm, 78R
and available via email upon CSUs request). Please provide confect person and email address below.
NAME (Print Name and VW
1z, Pereyda Officer
EMAIL ADORESS
RPoreyda@chp.ca.gov
TELEPHONE NUMBER (include Area Code)
(951) 637-8000
{f 1) NAME OF INVOICE APPROVER (Print Name end Ttle)
G. J. Tyler, Captain
MAILING ADDRESS
8118 Lincoln Ave, Riverside Ca, 92504
TELEPHONE NUMBER (Include Area Code)
(951)637-8000
All reimbursable agreements ere sub act to full -cost racavary, e.g„ portal to portal and mileage, unless Indicated and approved by approp late Assistant Commissioner, Appropriate charges will he
made for departmental supplies extended, additional equipment utilized, damages to unlforme or property repaired or replacer] al state expense, etc., which are direatiy related to the services provided,
(12) ESTIMATED
liOURSIMILEAGE:
Er 41IiII(g•a1,16.
Est. Officer Reg. hours:
Officer Rag. rale:
b°TI
per hour
ESTIMATED AMOUNT
Eat. Officer 0(T hours;
2,880
Oifloor OFT rate:
$ 92,00 par hour
$
264,960,00
(13) AMENDMENT- Inoreese&Decreasa
(14) MAXIMUM REIMBURSABLE
AMOUNT AUTHORIZED
$
Eal. Sg1. Reg. hours:
Sgt. Reg. rale. $
par hour
$
(15) LOCATION CODE
2840
OBJECT CODE
PCA CODE
96501
Est. Sgt. Off hours:
Sgt. 01T rale:
per hour
$
Eel, M/C Sgt, Rag, hour -sr
M/C Sgt. Reg. rate: $
per hour
S
18) INVOICE TO BE PREPARED.
Upon completion of Agreement Monthly
Other, Fully explain method helow:
EsiWC Sal, Gil hours:
MIC Sgt. OTT rale: $
per hour
Est. Automobile miles: 18,000
Automobile miles rule: @
0.83 per mile
14,940.00
Eat, M/C miles:
Est. Other Exponae(s):
WC mites rate -
Other expenso(s). $
COMMANDER OR APPROVED DESIGNEE (Pint Name and TJI7e)
G. J. Tyler, Captain
per mile
Estimated total:
DIVISION COMMANDER OR ARM VED DESIGNEE (if Required (Print Name and 7711e)
L� t(f er ___ , A c1, .:-,(4,
Destroy Pr764s Editions
Chp78R_0212.pd1
ATTACHMENT 3
Agreement No. 16-31-066-04
AMENDMENT NO. 4 TO AGREEMENT
FOR PREPARATION OF PLANS, SPECIFICATION AND ESTIMATES (PS&E)
WITH T.Y. LIN INTERNATIONAL
1. PARTIES AND DATE
This Amendment No. 4 to the Agreement for preparation of plans,
specifications, and estimates services is made and. entered into as of
2020, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION
("Commission") and T.Y. LIN INTERNATIONAL ("Consultant"), a California
corporation.
2. RECITALS
2.1 The Commission and; the Consultant have;,,entered into an agreement
dated November 9, 201:6 for the purpose of providing the preparation
of plans:.,, specifications, and. estimates (PS&E) for the Interstate
215/Placentia Avenue Interchange Improvements Project (the "Master
Ag reement").
2.3
The Co,mmission and the Consultant have entered into an
Amendment No. 1, dated October 2, 2018, for the purpose providing
additional:compensation for additional PS&E services for the
Interstate 215/Placentia Avenue Interchange Improvements Project.
The Commission and the Consultant have entered into an
Amendment No. 2, dated February 11, 2019, for the purpose
providing additional compensation for additional PS&E services for
the Interstate 215/Placentia Avenue Interchange Improvements
Project
2.4 The Commission and the Consultant have entered into an
Amendment No. 3, dated September 11, 2019, for the purpose
providing additional compensation for additional PS&E services for
the Interstate 215/Placentia Avenue Interchange Improvements
Project
17336.01100\31282465.5
205
2.5 The parties now desire to amend the Master Agreement in order to
provide additional compensation for additional PS&E services for the
Interstate 215/Placentia Avenue Interchange Improvements Project.
3. TERMS
3.1 The Scope of Services for the Master Agreement shall be amended to
include Services, as that term is defined in the Master Agreement,
required to provide additional PS&E services, as more fully described
in Exhibit "A" attached to this Amendment No. 4 and incorporated
herein by reference.
3.2 The maximum compensation for Services performed pursuant to this
Amendment No. 4 shall be Three Hundred Eighty -Six Thousand, Six
Hundred Sixty -Three Dollars ($386,663).
3.3 The compensation terms are further set forth in Exhibit "B" attached
to this Amendment No. 4 and incorporated herein by reference.
Compensation for Services performed under this Amendment No. 4
shall be billed in accordance with the attached Exhibit "B".
3.4 The total not -to -exceed amount of the Master Agreement, as amended
by this Amendment No. 4, shall be increased from Four Million Six
Hundred and Ninety -Eight Thousand, Fifty -Six Dollars ($4,698,056) to
Five Million Eighty -Four Thousand, Seven Hundred and Nineteen
Dollars ($5,084,719).
3.5 Except as amended by this Amendment No. 4, all provisions of the
Master Agreement, including without limitation the indemnity and
insurance provisions, shall remain in full force and effect and shall
govern the actions of the parties under this Amendment.
3.6 This Amendment No. 4 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.7 This Amendment No. 4 may be signed in counterparts, each of which
shall constitute an original.
[Signatures on following page]
17336.01100\31282465.5 2
206
SIGNATURE PAGE
TO
AGREEMENT NO. 16-31-066-04
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first herein above written.
RIVERSIDE COUNTY T.Y. LIN
TRANSPORTATION COMMISSION INTERNATIONAL
By: By:
Anne Mayer, Executive Director Signature
Name
Title
APPROVED AS TO FORM: Attest:
By: By:
Best Best & Krieger LLP
Counsel to the Riverside County Its:
Transportation Commission
* 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 the Commission.
17336.01100\31282465.5 3
207
Exhibit "A"
Amendment No. 4
Scope of Services
[attached behind this page]
17336.01100\31282465.5
Exhibit A
208
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
SCOPE OF WORK
Preparation of Plans, Specifications and Estimates (PS&E)
For the
Interstate 215 (I-215) / Placentia Avenue Interchange Improvements
Project
Amendment #4
December 24, 2019
1 12/24/2019
209
SECTION 1
DESCRIPTION OF PROJECT
1.1
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
PROJECT DESCRIPTION
1.1-1 Background
No change from original contract dated November 9, 2016.
1.1-2 Location and Limits
No change from original contract dated November 9, 2016.
1.1-3 Project Description
No change from original contract dated November 9, 2016.
1.2 REASONS FOR CONTRACT AMENDMENT
1.2-1 Finalize Design and Ready -to -List (RTL) Project
Additional effort required to complete the final design and RTL the project.
1.2-2 Construction Support Phase
Additional budget needed for Construction Support, due to additional project
scope.
SECTION 2
Not used
2 12/24/2019
210
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
SECTION 3
TASK BREAKDOWN OF WORK
3.2 TASK 5 — FINAL PS&E (100 PERCENT) SUBMITTAL
3.5-9 Final PS&E Updates
Additional budget is required to finish final design and RTL the project. This
includes the following:
A. Updates to Roadway Plans and Details, including:
• Grading adjustments as a result of the revised Eastern Municipal
Water District (EMWD) easement width, and the processing of a
Supplemental Design Standard Decision Document (DSDD) for a
nonstandard side slope.
• Creation of details, placement and modifications to a new
monument sign, as requested by the County of Riverside.
• Updates to the PS&E based on comments provided by RCTC's
Construction Management Firm.
• Grading and Elevation updates based on ongoing drainage design
revisions.
• Processing of Non -Standard Special Provisions (NSSPs).
• Processing of Utility Exception Memo for Southern California
Edison (SCE).
• Modifications to the special provisions and bid items as a result of
the 10/18/19 Caltrans update to the Standard Plans and
Specifications.
• Preparation of Resident Engineer (RE) File.
B. Updates to the Drainage Plans, Reports, and Details, including:
• Caltrans request to analyze and revise proposed reinforced
concrete box (RCB) to an open channel through State Right -of -
Way.
• Respond to comments from Caltrans, City of Perris, and Riverside
County Flood Control and Water Conservation District
(RCFC&WCD).
• Additional details, quantity adjustments, calculations, and exhibits
based on agency comments.
• Details or calculations to prepare for the RE File.
C. Updates to Landscape Plans, including:
• Modifications to the special provisions and bid items as a result of
the 10/18/19 Caltrans update to the Standard Plans and
Specifications.
• County Monument Sign renderings.
• County Monument Sign lighting, including type and placement.
• Additional details to prepare for the RE File.
3 12/24/2019
211
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
D. Updates to Electrical Plans, including:
• Modifications to the special provisions and bid items as a result of
the 10/18/19 Caltrans update to the Standard Plans and
Specifications.
• Processing of revised NSSPs, due to the 10/18/19 Caltrans update
to the Standard Plans and Specifications.
This amendment scope is based on acceptance of the overall drainage concept
by Caltrans and RCFC&WCD. Any significant revisions to the drainage concept
are not included.
3.5-10 Right of Way Updates
Additional budget is required to update legal descriptions based on the revised
EMWD Easement, and new easements for RCFC&WCD. One new legal
description, and adjustments to five previously prepared legal descriptions is
anticipated. Includes potential updates to Land Net base map, Appraisal Map,
and Record of Survey adjustments per Caltrans review.
3.5-11 County Drainage Analysis
CONSULTANT will prepare a drainage memo analyzing the existing conditions at
the intersection of Placentia Avenue/Harvill Avenue, in response to Cathy
Wampler/County of Riverside's September 18, 2019 email, items 7a-7f.
a. Hydrology: TYLI will provide a hydrology map showing the existing
tributary area and the existing Q10 and Q100 flows that reach the two
existing corrugated metal pipe arches (CMPA) on the west side of Harvill
Ave. This analysis will consider the tributary area as `developed' using
appropriate RCFCWCD hydrology parameters, which will assume the 20-
acre Transportation site is fully developed.
b. Ponding: Using the calculated Q10 and Q100 flow rates, the capacity of
the CMPA's and the ponding depth of flow in Placentia Street west of
Harvill Avenue will be determined.
c. Breach: Assuming the shallow CMPA's do not have adequate capacity to
carry the full tributary flow, then backwater and ponding on the west side
of Harvill Avenue will be evaluated and it will be determined at what
ponding depth the water will breach over the centerline of Harvill Avenue
to the east side of Harvill Avenue. The amount of flow breaching the crest
of Harvill Avenue will be determined for both the Q10 and Q100 storm
events.
d. Capacity: The proposed inlets and pipes on the east side of Harvill
Avenue will be evaluated with this additional flow.
e. Spread width: The spread width and standing depth of this water in the
4 12/24/2019
212
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
street at the sump catch basins will be evaluated.
f. Clogging considerations: In the event that the sump catch basins are
blocked, the additional curb openings (parkway drains) will be evaluated
as a secondary overflow. Any additional overflow conditions will be
discussed.
This study will include the hydrologic analysis (HEC-HMS) tributary to two
existing 49"x33" CMPA's located to the west of the intersection including flows
from the Perris Valley Storm Drain (PVSD) Master Drainage Plan (MDP) for
Laterals H-10.1 and H-10. The ultimate (build -out) condition hydrology will be
assumed tributary to the pair of CMPAs for both the 10-year, 6-hour and 100-
year, 6-hour storm events in accordance with the Riverside County Flood Control
Hydrology Manual (1978). In both conditions, it is conservatively assumed that
the MDP drainage infrastructure for Laterals H-10.1 and H-10 have not been
constructed and that all flows will be conveyed on the surface to the two CMPAs
that exist today. This assumption of surface flow will likely cause an increase in
the conveyance time in the tributary and the flow rates in turn will likely be lower
than the conservative MDP values.
Since it is assumed that the portion of Placentia Avenue west of Harvill Avenue
will pond up and split flows between both CMPAs, it is only necessary to model
one hydrologic concentration point at the sump. The split of the peak flow rates
will be accounted for in the hydraulic calculations. A second concentration point
will be modeled at the new proposed sump along Placentia Avenue (at
approximately "P" Line Station 2+75) to represent the local drainage area that is
added once flows overtop Harvill Avenue.
The roadway profile at the centerlines of both roads will be analyzed to determine
the lowest breach elevations at each of the three sumps (one on each side of
Placentia Avenue and one across the centerline of Harvill Avenue). Hydraulic
calculations (i.e., HY-8, FHWA Inlet Charts) will be prepared at various stage
elevations to determine the capacity of each CMPA prior to overtopping Harvill
Avenue and draining towards the proposed curb inlets along the improved
portion of Placentia Avenue. Additional inlet calculations will be performed at the
two proposed curb inlets and the additional four parkway drains along Placentia
Avenue east of the intersection to determine whether the proposed inlets have
the capacity to intercept the overflows. Additionally, the hydraulic capacity of the
proposed 36-inch RCP will be determined in StormCAD. The goal of these
calculations is to determine the inundation elevations and limits in each condition.
It is assumed that the County of Riverside will regularly monitor and maintain
both CMPAs after each storm event to remove the known sediment accumulation
from offsite areas. Thus, a clogging factor would not be utilized in the analysis of
the CMPAs.
Open-faced curb inlets in a sump condition do not typically utilize a clogging
factor, as clogging factors are usually intended for grated inlets clogged by
debris. However, for this analysis, in accordance with the County's request, TYLI
will perform an additional 'clogged condition' and assume a percentage of the
5 12/24/2019
213
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
curb inlet length is not utilized to extract the flow from the roadway.
Results from the hydrologic and hydraulic analysis will be summarized into a
memorandum and will include the hydrologic and hydraulic conditions described
above, as well as exhibits illustrating the inundation limits for each condition. This
study will be completed utilizing existing available topographic and survey data.
This scope assumes one revision to address minor comments.
Any design of improvements to address study results can be evaluated through a
separate scope/contract amendment.
3.5-12 Environmental Permits and Revalidation
Environmental Revalidation
Caltrans is requiring a second Environmental Re -Evaluation (NEPA)/Re-
Validation (CEQA) for the environmental certification approval process. Based on
the example provided by Caltrans on August 20, 2019, the second Environmental
Re -Evaluation (NEPA)/Re-Validation (CEQA) will include the "project processing
to next major federal approval" box checked on the first page, any refinements to
the scope of the project or the Environmental Commitments Record (ECR), and a
copy of the Final ECR.
The second Environmental Re -Evaluation (NEPA)/Re-Validation (CEQA) will also
include an updated project description to include the revised drainage design and
an updated write-up including the revised impacts to jurisdictional waters.
Includes time to prepare a Draft and Final Environmental Re -Evaluation
(NEPA)/Re-Validation (CEQA) with responses to one round of comments, and
time to coordinate with RCTC and FHWA to obtain signatures.
Environmental Permits
A Section 401 (Clean Water Act) certification authorization from the Regional
Water Quality Control Board (RWQCB) was received on September 9, 2019.
Due to drainage updates, and additional impacts to jurisdictional waters, the
Section 401 certification application will be revised and resubmitted to RWQCB
for re -authorization. Includes time to revise the certification application with
responses to one round of comments on the draft certification application and
time to coordinate with RWQCB to obtain a revised Section 401 certification
authorization.
A Section 404 (CWA) permit authorization from the U.S Army Corps of Engineers
(USACE) was received on September 25, 2019.
Due to drainage updates, and additional impacts to jurisdictional waters, the
Section 404 permit application will be revised and resubmitted to USACE for re-
authorization. Includes time to revise the permit application with responses to
6 12/24/2019
214
Amendment #4 (RFQ 16-31-066-00)
EXHIBIT A
SCOPE OF WORK
one round of comments on the draft permit application and time to coordinate
with USACE to obtain a revised Section 404 permit authorization.
3.5-13 Asbestos Testing in Bridges
As requested by Caltrans, we will conduct supplemental asbestos sampling of
the bridge decks of the Placentia Avenue Overcrossing and Placentia Street
Overhead (bridge numbers 56-0450 and 56-0763). The survey will be completed
in general accordance with Federal, State and Local regulations, including but
not limited to, the Asbestos Hazard Emergency Response Act (AHERA), South
Coast Air Quality Management District (SCAQMD), and California Occupational
Safety and Health Administration (Cal/OSHA) rules and regulations.
A Health and Safety Plan (HSP) will be prepared for this investigation, which will
outline the safety protocols to be followed during the asbestos field sampling.
Includes traffic control and safety services during the field investigation.
Testing of concrete on both of the above -referenced bridges will be done to
determine the presence of asbestos. We will collect three bulk samples of
suspect concrete from each of the two bridges for the determination of asbestos
content, as necessary to satisfy all United States Environmental Protection
Agency, Cal/OSHA and the South Coast Air Quality Management District
requirements. Samples will be submitted to a NVLAP-accredited laboratory and
analyzed by Polarized Light Microscopy. It is estimated that six (6) asbestos bulk
samples shall be collected during the described investigation and testing.
A supplemental asbestos testing report will be prepared. The report will be
appended to include laboratory analytical results, field sketches and other
pertinent field documentation, and will be signed by a California Certified
Asbestos Consultant and a California registered professional engineer or
geologist.
Includes time to process an Encroachment Permit with Caltrans for this work.
3.5 TASK 7 — CONSTRUCTION SUPPORT PHASE
3.7-5 Respond to Inquiries/RFIs
Additional budget is anticipated to be needed to respond to inquiries and RFIs
related to Landscaping during construction, including reviews of the County
Monument Sign.
3.7-7 As-Builts
Additional budget is anticipated to be needed during construction for
Landscaping Plans As -Built preparation and approvals from Caltrans.
7 12/24/2019
215
Exhibit "B"
Amendment No. 4
Compensation
[attached behind this page]
17336.01100\31282465.5
Exhibit B
216
EXHIBIT "B"
COMPENSATION SUMMARY'
FIRM
PROJECT TASKS/ROLE
COST
Prime Consultant:
TY Lin !Design and PS&E Preparation Services
$ 251,636.00
Sub Consultants:
David Evans and Associates, Inc.
Landscape Design Services
$63,860.00
Leighton Consulting
Geotechnical Services
$3,076.00
LIN Consulting, Inc. (LCI)
Traffic/Electrical Design Services
$11,193.00
LSA Associates, Inc.
Environmental Services
$24,767.00
Towill, Inc.
Surveying/ROW Services
30,856.00
SUBTOTAL
$385,388.00
OTHER DIRECT COSTS
1,275.00
TOTAL COSTS
$ 386,663.00
Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
217
AGENDA ITEM 7M
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Bryce Johnston, Capital Projects Manager
Marlin Feenstra, Project Delivery Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Amendment to Agreement for California Highway Patrol Construction Zone
Enhancement Enforcement Program Services During the Construction of the
State Route 60 Truck Lanes Project
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Approve Agreement No. 19-31-038-01, Amendment No. 1 to Agreement
No. 19-31-038-00, with the California Highway Patrol (CHP) for Construction Zone
Enhanced Enforcement Program (COZEEP) services during the construction of the
State Route 60 Truck Lanes project (Project) in the amount of $350,000, plus a
contingency amount of $100,000, for an additional amount of $450,000, and a total
amount not to exceed $1,490,070;
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 approve contingency work as may be
required for the agreement.
BACKGROUND INFORMATION:
At its January 2019 meeting, the Commission awarded the construction contract to Skanska
USA Civil West (Skanska) for the Project located east of Moreno Valley from Gilman Springs
Road to Jack Rabbit Trail (see Attachment 1 for vicinity map). This project will add an
eastbound truck climbing lane and a westbound truck descending lane plus inside and outside
standard shoulders along a 4.5-mile stretch of SR-60 and is designed to enhance safety and
improve operations.
At its January 2019 meeting, the Commission also approved an agreement with CHP for COZEEP
services needed during construction.
At this time, the construction of the project is about 20 percent complete and is on schedule.
Agenda Item 7M
218
CHP COZEEP SERVICES
The original authorization for COZEEP services was $1,040,070. COZEEP expenditures to date
have been higher than originally estimated due to additional COZEEP services associated with a
significant incident that occurred at the beginning of Stage 2 construction, in which west bound
traffic was reduced to one lane. The project team determined in the interest of safety to use
COZEEP services 24 hours a day for the seven month duration of Stage 2.
When westbound traffic is restored to two lanes, the COZEEP support will be used in reduced
frequency.
Staff reviewed expenditures to date and estimates the need for an additional $350,000 in
COZEEP services for monitoring traffic during the remaining construction of the Project plus
$100,000 contingency to cover potential extra work that may be required. As a result, the total
amount not exceed authorization is $1,490,070. The draft amendment is attached.
There are sufficient funds included in the FY 2020/21 budget for these additional expenditures
related to the Project.
Financial Information
Yes
FY 2019/20
$150,000
In Fiscal Year Budget:
N/A
Year:
FY 2020/21
Amount:
$300,000
Congestion Mitigation Air Quality, State
Transportation Improvement Program -
Source of Funds:
Regional Improvement Program, State
Highway Operations and Protection
Budget Adjustment:
No
N/A
Program, and 2009 Measure A Western
County Highway funds
GL/Project Accounting No.:
003029 81304 00000 0000
262 31 81301
Fiscal Procedures Approved:
\;;a,ivno�
Date:
02/24/2020
Attachments:
1) Vicinity Map
2) Agreement No. 19-31-038-01 with CHP for COZEEP Services
Agenda Item 7M
219
Approved by the Western Riverside County Programs and Projects Committee on
February 24, 2020
In Favor: 11 Abstain: 0 No: 0
Agenda Item 7M
220
ATTACHMENT 1
Figure 1: Project 1dcation Map
STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT
STD. 213 A (Rev 6/03)
ATTACHMENT 2
CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED Pages
AGREEMENT NUMBER
18R655000
REGISTRATION NUMBER
AMENDMENT NUMBER
1
1. This Agreement is entered into between the State Agency and Contractor named below:
STATE AGENCY'S NAME
Department of California Highway Patrol
CONTRACTOR'S NAME
Riverside County Transportation Commission
2. The term of this
Agreement is
March 1, 2019 through February 28, 2021
3. The maximum amount of this $1,490,070.00
Agreement after this amendment is: One Million Four Hundred Ninety Thousand Fifty dollars and Zero Cents
4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part
of the Agreement and incorporated herein:
A. Add funds in the amount ($350,000.00) Three Hundred Fifty Thousand Dollars and Zero cents
and $100,000 One Hundred Thousand Dollar and Zero cents a contingency effective
immediately
B.
Pagel , Item 3 (Maximum Amount), is revised to read: The Maximum amount for this agreement
is One Million Four Hundred Ninety Thousand Fifty dollars and Zero Cents ($1,490,070.00). All
references to Page 1, Item 3 (Maximum Amount), in the body of this agreement and in any
Exhibits hereto shall be deemed to read One Million Four Hundred Ninety Thousand Fifty
dollars and Zero Cents ($1,490,070.00).
All other terms and conditions shall remain the same.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR
CONTRACTOR'S NAME (If other than an individual, state whether a corporation, partnership, etc.)
Riverside County Transportation Commission
BY (Authorized Signature)
DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
Anne Mayer, Executive Director
ADDRESS
4080 Lemon Street, 3rd Floor Annex Riverside, CA 92501
STATE OF CALIFORNIA
AGENCY NAME
Department of California Highway Patrol
BY (Authorized Signature)
DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
P. Silney, Assistant Chief, Adminsitrative Services Division
ADDRESS
601 North 7th Street, Sacramento, CA 945811
CALIFORNIA
Department of General Services
Use Only
Exempt per:
222
AGENDA ITEM 8
COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE TWO
BOLD ITALICIZED PARAGRAPHS AND ATTACHMENT 3 IN THIS AGENDA
ITEM.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Theresia Trevino, Chief Financial Officer
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Refinancing of 91 Express Lanes Toll Debt
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file the presentation regarding the refinancing of the Commission's Toll
Revenue Senior Lien Bonds, 2013 Series A (2013A Bonds) and 2013 Transportation
Infrastructure Financing and Innovation Act (TIFIA) Loan (2013 TIFIA Loan) related to the
State Route 91 Corridor Improvement Project (91 Project) with the issuance of taxable
and tax-exempt senior lien and second lien toll revenue refunding bonds (2020 Refunding
Toll Bonds);
2) Approve the refinancing plan to refund all or a portion of the 2013A Bonds, currently
outstanding in the amount of $123.8 million, and prepay all or a portion of the 2013 TIFIA
Loan, currently outstanding in the amount of approximately $481 million;
3) Adopt Resolution No. 20-001, "Resolution Authorizing the Issuance and Sale of Not to
Exceed $725,000,000 Aggregate Principal Amount of Riverside County Transportation
Commission Toll Revenue Refunding Bonds in One or More Series, the Refunding of
Outstanding Bonds, the Execution and Delivery of One or More Supplemental Indentures,
One or More Purchase Contracts, One or More Official Statements, One or More
Continuing Disclosure Agreements and One or More Escrow Agreements, the Adoption of
a Restated Debt Management Policy, and the Taking of All Other Actions Necessary in
Connection Therewith";
4) Approve the proposed form of the Preliminary Official Statement for the issuance of not
to exceed $725 million in 2020 Refunding Toll Bonds and authorize the Executive Director
to approve and execute the printing and distribution of the final form of the Official
Statement;
Agenda Item 8
223
5) Approve the proposed form of the Continuing Disclosure Agreement related to the 2020
Refunding Toll Bonds, by and between the Riverside County Transportation Commission
and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the
Executive Director to approve and execute the final form of the Continuing Disclosure
Agreement;
6) Approve the proposed forms of the Third Supplemental Indenture and Fourth
Supplemental Indenture for the 2020 Refunding Toll Bonds, each by and between the
Riverside County Transportation Commission and U.S. Bank National Association
(US Bank), as Trustee, and authorize the Executive Director to approve and execute the
final forms of the Third Supplemental Indenture and Fourth Supplemental Indenture;
7) Approve the proposed form of the Bond Purchase Agreement(s), also referred to as
Purchase Contract(s), between the Riverside County Transportation Commission and
Bank of America Securities, Inc. (BofA), as Underwriter Representative acting on behalf of
itself and Goldman, Sachs & Co. (Goldman), Wells Fargo Securities (Wells Fargo),
J.P. Morgan (JPM), and Siebert Cisneros Shank & Co., LLC (Siebert), (collectively the
Underwriters), for the 2020 Refunding Toll Bonds and authorize the Chief Financial Officer
to approve and execute the final form of the Bond Purchase Agreement;
8) Approve the proposed form of the Escrow Agreement, by and between the Commission
and US Bank, as Escrow Agent, and authorize the Executive Director to approve and
execute the final Escrow Agreement;
9) Approve the estimated costs of issuance, including estimated underwriter's discount, of
$3,723,592 to be paid from the proceeds of the 2020 Refunding Toll Bonds;
10) Approve Agreement No. 05-19-510-17, Amendment No. 17 to Agreement
No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel
services related to the issuance of the 2020 Refunding Toll Bonds for an additional
amount of $325,000 and a total amount not to exceed $3,330,000;
11) Approve Agreement No. 09-19-072-15, Amendment No. 15 to Agreement
No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel
services related to the issuance of the 2020 Refunding Toll Bonds for an additional
amount of $155,000 and a total amount not to exceed $1,022,600; and
12) Approve adjustments to the Fiscal Year 2019/20 budget in the amounts of $665,392,399
to increase sources related to the issuance of the 2020 Refunding Toll Bonds and
$631,270,196 to increase uses related to the use of the proceeds of the 2020 Refunding
Toll Bonds.
BACKGROUND INFORMATION:
As stewards of the Commission's local, state, and federal resources, staff is always seeking
opportunities to advance more transportation projects in Riverside County (County) for the
benefit of the traveling public and to get people working in the County and contributing to the
local economy. During 2019 staff and financial team consultants retained by the Commission
explored various ideas and identified possible financing alternatives to advance important
projects. One concept related to the strong financial results from the RCTC 91 Express Lanes
since its opening in March 2017 and availability of surplus toll revenues.
Agenda Item 8
224
The Commission issued the 91 Express Lanes toll revenue debt in July 2013, including the
execution of the 2013 TIFIA Loan, to partially finance the 91 Project in Corona. Net toll revenues,
including certain pledged reserve funds, represent the security for the toll revenue debt under
the Master Indenture, First Supplemental Indenture, and Second Supplemental Indenture
(collectively, Master Indenture). The original amounts of the toll revenue debt and the amounts
outstanding as of January 31, 2020, are summarized in the following table:
Toll Revenue Bonds
Original Amount
Outstanding at
January 31, 2020
Senior Lien Bonds:
2013 Series A Bonds (Current Interest Bonds)
2013 Series B Bonds (Capital Appreciation
Bonds)
Subordinate Lien Bonds:
2013 TIFIA Loan
Total
$ 123,825,000 $ 123,825,000
52,829,602
80,604,924
421,054,409 480,855,269
$ 597,709,011 $ 685,285,193
The outstanding amounts for the Commission's Toll Revenue Senior Lien Bonds, 2013 Series B
(2013B Bonds) and the 2013 TIFIA Loan reflect the addition of compounded (or accreted)
interest1.
In addition to requirements for TIFIA approvals, reporting and administration, the 2013 TIFIA
Loan agreement requires the Commission to use 50 percent of any surplus toll revenues to
prepay the 2013 TIFIA Loan starting in June 2022. This "revenue sharing" with TIFIA may reduce
the Commission's ability to use surplus toll revenues to fund additional SR-91 corridor projects.
The 2013 TIFIA Loan agreement also imposes other conditions and restrictions on the
Commission related to the financing and operation of the RCTC 91 Express Lanes.
At its July 2019 meeting, the Commission authorized staff to continue to develop a plan of finance
for the 2019-2029 Western County Highway Delivery Plan (Delivery Plan) eligible projects that
includes, but is not limited to, the issuance of RCTC 91 Express Lanes surplus toll revenue bonds.
In connection with that effort, staff in consultation with Fieldman, as the Commission's municipal
advisor, evaluated refinancing opportunities related to the 91 Express Lanes toll revenue debt as
a result of current low interest rates and favorable market conditions and investor demand.
PROPOSED REFINANCING PLAN
Based on a review of various financing alternatives and consideration of the current low interest
rate environment and strong current investor demand for quality taxable and tax-exempt bonds,
1 In the case of the 2013B Bonds, the maturity value of the bonds includes the accreted interest since there are no
current interest payment requirements with respect to those obligations. For the 2013 TIFIA Loan, interest
payments are deferred until December 2021; therefore, the compounded interest is added to the principal balance.
Agenda Item 8
225
staff and the financial team developed a refinancing plan that accomplishes several significant
objectives of importance to the Commission:
• Achieves debt service savings;
• Refinances 2013 TIFIA Loan with toll revenue bonds —resulting in increased flexibility and
ability, to the extent there are available surplus toll revenues, to fund and accelerate SR-
91 corridor projects included in the Delivery Plan, such as:
o 15/91 Express Lanes Connector,
o 91 Corridor Operations Project, and
o 71/91 Interchange Project;
• Eliminates 2013 TIFIA Loan covenants and administrative burden; and
• Puts RCTC in greater control over the operation of the SR-91 corridor in Riverside County.
The Commission has recent successful experience with refinancings of sales tax revenue bonds.
In October 2016 and April 2018, the Commission refunded synthetic fixed-rate debt with
proceeds from fixed rate debt. In December 2017 prior to enactment of federal tax reform
legislation, the Commission advance refunded fixed rate bonds prior to their call date on a
tax-exempt basis to achieve significant debt service savings; proceeds from such issuance were
placed into an escrow account to pay debt service as refunded bonds mature through their call
date. Each transaction was a sound financial move for the Commission, and staff anticipates
similar results with this proposed refinancing.
The proposed refinancing plan consists of the advance refunding of the outstanding 2013 Series
A Toll Revenue Bonds with fixed rate taxable bonds and the current prepayment of the 2013 TIFIA
Loan with fixed rate tax-exempt bonds. Since a refunding of the outstanding 2013B Bonds is not
economically feasible at this time, those bonds will remain outstanding. The proposed
refinancing of the 91 Express Lanes toll revenue debt does not preclude future issuances of toll
revenue bonds to fund eligible projects.
The proposed 2020 Refunding Toll Bonds are fixed rate bonds issued as both senior and second
lien bonds with maturities currently projected through June 2048, which is three years earlier
than the final maturity of the 2013 TIFIA Loan. A senior lien taxable series of the 2020 Refunding
Toll Bonds will advance refund the tax-exempt 2013A Bonds; a senior lien and second lien tax-
exempt series of the 2020 Refunding Toll Bonds will prepay on a current basis the 2013 TIFIA
Loan. The issuance of refunding bonds such as sales tax revenue bonds is generally not
considered a complex transaction requiring significant financial development and modeling.
However, this toll revenue bond refinancing requires additional modeling for the following
reasons:
• Provide earlier access to potential surplus toll revenues;
• Preserve the Commission's current debt ratings of A -/BBB (S&P Global Ratings/Fitch
Ratings) on the 91 Express Lanes toll revenue bonds; and
• Maintain conservative debt service coverage levels.
Agenda Item 8
226
The financial team prepared a cash flow analysis (Attachment 1B) comparing the projected debt
service on the existing outstanding toll revenue bonds, including the 2013 TIFIA Loan, and the
issuance of the 2020 Refunding Toll Bonds. While actual results will vary depending on the
specific market conditions at the bond sale date, the projected refinancing results shown in the
analysis are:
• An aggregate net present value savings of approximately $35 million;
• An aggregate net present value savings of 5.7 percent of the refunded debt.
The projected net present value savings percentage of this refunding meets the debt
management policy threshold of 3 percent of the par value of the refunded bonds.
Further, the refinancing provides the ability to amend provisions in the Master Indenture to
provide the Commission with greater future flexibility, including but not limited to the following:
• Provide greater flexibility to manage major repair and rehabilitation expenditures;
• Remove the cap in permitted expenditures of the Capital Expenditures Fund and expand
the definition of permitted expenditures to include SR-91 corridor projects; and
• Other changes in definitions and certain terms.
Such amendments require the consent of at least a majority of bondholders of the outstanding
bonds following the issuance of the 2020 Refunding Toll Bonds. By their purchase of the 2020
Refunding Toll Bonds, the holders of the 2020 Refunding Toll Bonds representing more than a
majority will have consented to the amendments.
Staff recommends approval of the proposed refinancing plan to refund the 2013A bonds and
prepay the 2013 TIFIA Loan.
Refinancing Documents
Draft documents for the issuance of the 2020 Refunding Toll Bonds were submitted to the rating
agencies to obtain updated long-term debt ratings on the Commission's 91 Express Lanes toll
revenue debt prior to the March Commission meeting. The proposed documents for this
transaction will continue to be reviewed and revised for any matters that arise as a result of
Commissioner input, rating agency reviews, and other matters. The preliminary official
statement is expected to be posted within a few days of Commission approval, and the sale of
bonds is currently scheduled for the week of March 30. Closing of this financing transaction is
expected on April 23.
The drafts of the documents for the proposed 2020 Refunding Toll Bonds attached for the
Commission's adoption or approval consist of the following:
Agenda Item 8
227
" R e s o l u t i o n N o . 2 0 - 0 0 1 ( d r a f t ) a u t h o r i z i n g t h e i s s u a n c e a n d s a l e o f n o t t o e x c e e d
$ 7 2 5 m i l l i o n a g g r e g a t e p r i n c i p a l a m o u n t o f R i v e r s i d e C o u n t y T r a n s p o r t a t i o n C o m m i s s i o n
T o l l R e v e n u e R e f u n d i n g B o n d s i n o n e o r m o r e s e r i e s ; t h e r e f u n d i n g o f o u t s t a n d i n g b o n d s ;
t h e e x e c u t i o n a n d d e l i v e r y o f o n e o r m o r e s u p p l e m e n t a l i n d e n t u r e s , o n e o r m o r e
p u r c h a s e c o n t r a c t s , o n e o r m o r e o f f i c i a l s t a t e m e n t s , o n e o r m o r e c o n t i n u i n g d i s c l o s u r e
a g r e e m e n t s a n d o n e o r m o r e e s c r o w a g r e e m e n t s ; t h e a d o p t i o n o f a r e s t a t e d d e b t
m a n a g e m e n t p o l i c y ; a n d t h e t a k i n g o f a l l o t h e r a c t i o n s n e c e s s a r y i n c o n n e c t i o n w i t h t h i s
t r a n s a c t i o n ( A t t a c h m e n t 2 ) ;
" P r e l i m i n a r y O f f i c i a l S t a t e m e n t ( d r a f t ) f o r t h e 2 0 2 0 R e f u n d i n g T o l l B o n d s ( A t t a c h m e n t 3 ) ;
" C o n t i n u i n g D i s c l o s u r e A g r e e m e n t ( d r a f t ) b e t w e e n t h e C o m m i s s i o n a n d t h e d i s s e m i n a t i o n
a g e n t f o r t h e 2 0 2 0 R e f u n d i n g T o l l B o n d s ( A t t a c h m e n t 4 ) ;
" T h i r d S u p p l e m e n t a l I n d e n t u r e ( d r a f t ) b e t w e e n t h e C o m m i s s i o n a n d t h e t r u s t e e r e g a r d i n g
t h e t e r m s a n d c o n d i t i o n s o f t h e i s s u a n c e o f t h e s e n i o r l i e n 2 0 2 0 R e f u n d i n g T o l l B o n d s ,
i n c l u d i n g a m e n d m e n t s t o t h e M a s t e r I n d e n t u r e ( A t t a c h m e n t 5 ) ;
" F o u r t h S u p p l e m e n t a l I n d e n t u r e ( d r a f t ) b e t w e e n t h e C o m m i s s i o n a n d t h e t r u s t e e
r e g a r d i n g t h e t e r m s a n d c o n d i t i o n s o f t h e i s s u a n c e o f t h e s e c o n d l i e n 2 0 2 0 R e f u n d i n g T o l l
B o n d s ( A t t a c h m e n t 6 ) ;
" B o n d P u r c h a s e A g r e e m e n t ( d r a f t ) b e t w e e n t h e C o m m i s s i o n a n d B o f A o n b e h a l f o f t h e
U n d e r w r i t e r s r e g a r d i n g t h e p u r c h a s e o f t h e 2 0 2 0 R e f u n d i n g T o l l B o n d s ( A t t a c h m e n t 7 ) ;
a n d
" E s c r o w A g r e e m e n t ( d r a f t ) b e t w e e n t h e C o m m i s s i o n a n d U S B a n k , a s t h e e s c r o w a g e n t f o r
t h e r e f u n d e d b o n d s ( A t t a c h m e n t 8 ) .
A d d i t i o n a l l y , i n c o n n e c t i o n w i t h t h e p r o p o s e d r e f i n a n c i n g p l a n , s t a f f r e v i e w e d t h e d e b t
m a n a g e m e n t p o l i c y a d o p t e d i n S e p t e m b e r 2 0 1 6 . T o r e f l e c t b e s t p r a c t i c e s a n d c o m p l y w i t h
r e c e n t s t a t e l a w c h a n g e s , s t a f f p r e p a r e d a d r a f t r e s t a t e m e n t o f t h e d e b t m a n a g e m e n t p o l i c y .
S t a f f r e c o m m e n d s a d o p t i o n o f R e s o l u t i o n N o . 2 0 - 0 0 1 , i n c l u d i n g t h e r e s t a t e d d e b t m a n a g e m e n t
p o l i c y ; a p p r o v a l o f t h e p r o p o s e d f o r m o f t h e O f f i c i a l S t a t e m e n t , C o n t i n u i n g D i s c l o s u r e
A g r e e m e n t , T h i r d S u p p l e m e n t a l I n d e n t u r e , F o u r t h S u p p l e m e n t a l I n d e n t u r e , B o n d P u r c h a s e
A g r e e m e n t , a n d E s c r o w A g r e e m e n t ; a n d a u t h o r i z a t i o n f o r t h e E x e c u t i v e D i r e c t o r t o a p p r o v e
a n d e x e c u t e t h e f i n a l f o r m s o f s u c h d o c u m e n t s .
A s p a r t o f t h e a c t i o n t o a u t h o r i z e t h e i s s u a n c e o f t h e 2 0 2 0 R e f u n d i n g T o l l B o n d s , t h e
C o m m i s s i o n w i l l a p p r o v e t h e f o r m o f t h e P r e l i m i n a r y O f f i c i a l S t a t e m e n t a n d a u t h o r i z e i t s
d i s t r i b u t i o n i n c o n n e c t i o n w i t h t h e s a l e o f t h e r e f u n d i n g b o n d s , a s w e l l a s t h e p r e p a r a t i o n o f a
f i n a l O f f i c i a l S t a t e m e n t o n c e t h e b o n d s h a v e b e e n p r i c e d . T h e s e o f f e r i n g d o c u m e n t s a r e
r e q u i r e d u n d e r s t a t e a n d f e d e r a l s e c u r i t i e s l a w s r e g u l a t i n g t h e o f f e r a n d s a l e o f s e c u r i t i e s
s u c h a s t h e 2 0 2 0 R e f u n d i n g T o l l B o n d s a n d r e q u i r i n g a l l m a t t e r s t h a t w o u l d b e m a t e r i a l t o a n
i n v e s t o r i n t h e b o n d s t o h a v e b e e n a d e q u a t e l y d i s c l o s e d w i t h n o o m i s s i o n o f m a t e r i a l f a c t s .
F u r t h e r m o r e , u n d e r r u l e s o f t h e S e c u r i t i e s a n d E x c h a n g e C o m m i s s i o n , t h e u n d e r w r i t e r s c a n n o t
p u r c h a s e t h e b o n d s u n l e s s t h e y h a v e r e c e i v e d a s u b s t a n t i a l l y f i n a l o f f e r i n g d o c u m e n t , w h i c h
d i s c l o s e s a l l m a t e r i a l i n f o r m a t i o n t h a t t h e y r e a s o n a b l y b e l i e v e t o b e t r u e a n d c o r r e c t .
A g e n d a I t e m 8
2 2 8
The Commissioners serving on the Board as the governing body of the issuer of the 2020
Refunding Toll Bonds are expected to read and be familiar with the information described in
the draft Preliminary Official Statement included with this staff report. The Commissioners may
employ the services of experts to take the lead in the drafting and review of the Official
Statement and to provide financial projections included in the Official Statement; however, the
Commissioners have the duty to review the information and bring to the attention of those
responsible for the preparation of the offering document any material misstatements or
omissions in the draft and to ask questions if they are unclear about the information or their
role. Some members of the financing team will be available at the Commission meeting to
respond to the identification of any misstatements or omissions or to such questions.
Refinancing Schedule
Staff and Fieldman have developed a base case financing schedule that calls for the refunding
bonds to be priced at the end of March and for the transaction to close in late April. That
schedule is driven in large part because of the exceedingly attractive rates and market
environment for issuers, one of the most attractive markets ever in the municipal bond market.
Two main factors contribute to the current strong market for issuers — historically low nominal
interest rates and a sustained and record amount of cash inflows to municipal bond funds. The
Commission's largest investors have so much cash coming into their funds every week that they
are willing to accept very low yields to keep their money invested. Additionally, many issuers are
refunding bonds, so these funds have even more reason to reinvest, and are using taxable rather
than tax-exempt refunding bonds. Accordingly, the amount of tax-exempt bond supply is being
limited.
At the Commission's January workshop, staff was asked about the possibility of delaying the
pricing. There are a number of factors to consider. First, staff realizes an attractive market and
low rates exist now, but there is no way to predict whether rates will be higher or lower if the
refunding is delayed. The Commission's 2013 TIFIA Loan accretes to a higher outstanding amount
daily, which makes it more expensive to repay. On the other hand, as each day elapses the
Commission gets closer to the June 1, 2023, call date for the Series 2013A bonds — making them
slightly cheaper to refund. These factors will tend to offset each other, and the decision to delay
is one of whether the Commission has conviction that interest rates and municipal market
conditions will be better in the summer or fall than they are now.
It is important to understand that current interest rates already reflect the market's expectation
of future events. The market's expectation of potential Federal Reserve rate cuts, slower
economic growth due to the Coronavirus, and similar future events are already reflected in bond
yields and prices. If the Commission wants to take advantage of this market, and has a
transaction that meets its objectives, staff is prepared to move forward on the current
schedule. If the Commission has a conviction that market conditions will be better in the summer
or fall, staff can adjust the schedule and delay the transaction.
Agenda Item 8
229
Financing Team
Development of the proposed refinancing plan required various professional services and
investment banking firms.
In December 2019, the Commission approved a pool of five investment banking firms to provide
underwriting services to the Commission in connection with long-term debt financings. Finance
staff, in consultation with Fieldman, selected BofA (bookrunner) and Goldman, as senior
managers, and Wells, JPM, and Siebert, as co -managers, from this pool of qualified underwriters
to participate in the negotiated debt sale process. BofA and Goldman served as senior managing
underwriters in prior Commission financings and refundings. The other three firms (Wells, JPM,
and Siebert) will serve as co -managers due to the size of the proposed transaction, as a larger
group of underwriters yields additional benefits to the Commission in terms of selling the bonds.
The estimated costs of issuance, including the underwriters' discount, are summarized in the
table below:
Role/Purpose
Firm
Professional Services:
Bond counsel
Disclosure counsel
General counsel
Municipal advisor
Trustee/Escrow agent
Rating agencies
Dissemination agent
Escrow verification agent
Publication and printing
Miscellaneous/Contingency
Subtotal —Professional Fees
Underwriter's discount
Orrick
Norton Rose
Best Best & Krieger LLP
Fieldman
US Bank
S&P Global Ratings, Fitch Ratings
Digital Assurance Certification
Causey, Demgen & Moore
ImageMaster
Various
Amount
$ 325,000
155,000
40,000
100,000
13,500
280,000
2,500
1,950
5,000
80,609
1,003,559
BofA (bookrunner) and Goldman, as senior
managers; Wells Fargo, JPM, and Siebert, as co -
managers
2,720,033
Total Estimated Costs of lssuanc
111 $ 3,723,592
The estimated costs of issuance include a contingency of $80,609 for any miscellaneous costs
related to financial and legal services, financial analysis, and other financing process matters.
In the following section, the estimated costs of issuance are disclosed as "Finance charge of the
bonds" in accordance with state law. As the refinancing transaction and related process become
more certain, the estimated costs used in the BofA analysis and the fee estimates will continue
to be reconciled and adjusted as necessary in subsequent financial modeling iterations. Staff
updated the financial model for the estimated costs as well as current interest rates prior to the
March Commission meeting.
Agenda Item 8
230
The total estimated costs of issuance represent approximately 0.56 percent of estimated bond
proceeds of $665 million. This is below the Commission's debt management policy threshold of
2 percent.
Staff recommends approval of the estimated costs of issuance of $3,723,592 for the
2020 Refunding Toll Bonds, as well as the execution of related agreements or amendments to
agreements as the issuance of refunding bonds was not anticipated in the FY 2019/20 budget
and/or there is not sufficient capacity in existing agreements for the additional fees.
Required State Disclosures
For bonds with a term greater than 13 months, California Government Code (Code) Section
5852.1 requires the governing body to obtain and disclose certain information in a public
meeting. The information needs to come from a good faith estimate from an underwriter,
municipal advisor or private lender. The information required by Code Section 5852.1 is disclosed
below and can be found in a good faith estimate summary (Attachment 1A) provided by
Fieldman, the Commission's municipal advisor, and the cash flow analysis prepared by BofA on
behalf of the Underwriters (Attachment 1B). The good faith estimate and cash flow analysis
assume the 2020 Refunding Toll Bonds are sold at an estimated $625.4 million principal amount
of bonds issued (at par) based on market interest rates prevailing at the time of preparation of
this information and an anticipated original issuance premium of $39,967,399.
Required Information
Amount
BofA Analysis
Page
True interest cost of the bonds
3.27%
2
Finance charge of the bonds (sum of all fees and charges paid to
third parties)
$3,723,592
1
Amount of bond proceeds received by Commission less the finance
charge and any reserves or capitalized interest, excluding release of
debt service reserve funds
$605,197,731
1
Total payment amount (sum of all debt service payments through
the final maturity plus any amount of the finance charge not paid
from proceeds of the bonds)
$1,075,426,226
15
Agenda Item 8
231
Extension of Commercial Paper Program Letter of Credit
Since 2005, the Commission maintains a commercial paper program, currently authorized at
$60 million, to advance 2009 Measure A capital projects. The Commission has retired prior
issuances of commercial paper notes with the proceeds of sales tax revenue bonds; however,
commercial paper notes can be retired with other available funds. The credit and liquidity
support for the commercial paper notes is an irrevocable direct pay letter of credit and
reimbursement agreement with State Street Bank and Trust Company (State Street Bank), which
expires in October 2020. Staff determined there is a continued need for the letter of credit and
reimbursement agreement with State Street Bank, as it is an available tool to advance
2009 Measure A projects and retire commercial paper notes issued for such purposes with
surplus toll revenues and/or other available state and federal funds.
Accordingly, staff contacted State Street Bank regarding an extension of the letter of credit and
reimbursement agreement. The bank submitted a proposal for a five-year extension with no
change in fees. Prior resolutions adopted by the Commission provided for the Executive Director
to take necessary actions related to commercial paper agreements. Resolution No. 20-001
includes the ratification, confirmation, and extension of this prior authorization relating to the
extension of commercial paper program's letter of credit and reimbursement agreement for a
five-year term expiring in October 2025.
Fiscal Impact
Staff recommends adjustments to the FY 2019/20 budget in the amounts of $665,392,399 to
increase sources related to the issuance of the bonds and $631,270,196 to increase uses related
to the use of the bond proceeds, except for the funding of capitalized interest and debt service
reserves, as this transaction was not included in the FY 2019/20 budget.
Agenda Item 8
232
Financial Information
In Fiscal Year Budget:
No
Year:
FY 2019/20
Amount:
$665,392,399 (proceeds)
$627,546,604 (debt
service)
$3,723,592 (issuance
costs)
Source of
Funds:
Toll revenue refunding bonds
Budget Adjustment:
Yes
GL/Project
Accounting
No.:
591-31-59101 $625,425,000 (refunding bond proceeds)
591-31-59103 $39,967,399 (premium from bond proceeds
591-31-96101 $142,975,019 (payment to escrow agent for refunded bonds)
591-31-9XXXX $484,571,585 (prepayment of 2013 TIFIA Loan)
591-31-96103 $2,720,033 (costs of issuance related to underwriter's discount)
591-31-65XXX $1,003,559 (costs of issuance related to professional services)
J ,4,1
Date:
02/18/2020
Attachments: Posted on Commission Website
1) 2020 Refinancing Sources and Uses of Funds Analysis as of February 19, 2020
2) Resolution No. 20-001 (draft), including Restated Debt Management Policy
3) Official Statement (draft)
4) Continuing Disclosure Agreement (draft)
5) Third Supplemental Indenture (draft)
6) Fourth Supplemental Indenture (draft)
7) Bond Purchase Agreement (draft)
8) Escrow Agreement (draft)
9) Orrick Agreement No. 05-19-510-17 (draft)
10) Norton Rose Agreement No. 09-19-072-15 (draft)
Approved by the Budget and Implementation Committee on February 24, 2020
In Favor: 9 Abstain: 1 No: 0
Agenda Item 8
233
ATTACHMENT 1
Riverside County Transportation Commission
2020 Refunding Toll Bonds
SB 450 Summary / Government Code 5852.1*
A. True Interest Cost (TIC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
3.27%1
$3,723,592
C. Bond Proceeds Net of Reserves, Capitalized Interest and
3rd Party Fees and Charges $605,197,731
Net proceeds 665,392,399 1
Less Reserve Fund (42,197,532) 1
Less Sum of all fees and charges paid to 3rd parties (3,723,592) 1
Less Capitalized Interest (14,273,544) 1
D. Total Payment Amount $1,075,426,226
Total Principal and Interest to Maturity 1,075,426,226 1
*Summary reflects good faith estimates as of 2/25/2020 and all costs associated with the financing; subject to
change based on interest rates, market conditions, and other factors. Estimates do not impose any limitations or
constraints upon authorized parameters, which differ from the estimates above
Sources:
1 Preliminary Cash Flows (Sources and Uses) as of 2/19/2020
2 Costs of Issuance, including underwriters' discount
FIELDMAN I ROLAPP
& ASSOCIATES
BofA SECURITIES ����
TABLE OF CONTENTS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Report Page
Sources and Uses of Funds
Summary of Refunding Results
Summary of Bonds Refunded
Savings
Bond Summary Statistics
Bond Pricing
Bond Debt Service
Net Debt Service
Escrow Cash Flow
Escrow Cost
Escrow Statistics
Disclaimer
1
2
3
4
8
12
15
19
23
24
27
28
Feb 21, 2020 5:08 pm Prepared by BofA Securities
BofA SECURITIES ����
Sources:
SOURCES AND USES OF FUNDS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Taxable
Advance
Refunding of
Series 2013A
Tax -Exempt
Senior Current
Refunding of
TIFIA Loan
Tax -Exempt
Subordinate
Current
Refunding of
TIFIA Loan
Total
Bond Proceeds:
Par Amount
Net Premium/OID
Income:
DSRF Release
Other Sources of Funds:
Funds on Hand
156,580,000.00 357,245,000.00
- 29,274,205.75
111,600,000.00
10,693,193.05
625,425,000.00
39,967,398.80
156,580,000.00 386,519,205.75
- 19,975,563.79
2,373,310.00
122,293,193.05
665,392,398.80
19,975,563.79
2,373,310.00
158,953,310.00
406,494,769.54
122,293,193.05 687,741,272.59
Uses:
Taxable
Advance
Refunding of
Series 2013A
Tax -Exempt
Senior Current
Refunding of
TIFIA Loan
Tax -Exempt
Subordinate
Current
Refunding of
TIFIA Loan
Total
Refunding Escrow Deposits:
Cash Deposit
SLGS Purchases
Other Fund Deposits:
Capitalized Interest Fund
Debt Service Reserve Fund
Delivery Date Expenses:
Cost of Issuance
Underwriter's Discount
Other Uses of Funds:
Additional Proceeds
0.34
142,975,019.00
373,506,513.00 111,065,072.00 484,571,585.34
- 142,975,019.00
142,975,019.34
14,273,544.09
772,334.82
373,506,513.00 111,065,072.00 627,546,604.34
- - 14,273,544.09
30,867,117.31 10,558,079.58 42,197,531.71
15,045,878.91
250,357.76
681,123.00
30,867,117.31 10,558,079.58 56,471,075.80
571,203.58
1,554,015.75
178,438.66
484,894.50
1,000,000.00
2,720,033.25
931,480.76
930.99
2,125,219.33
663,333.16 3,720,033.25
-4,080.10 6,708.31
3,559.20
158,953,310.00
406,494,769.54 122,293,193.05 687,741,272.59
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 1
BofA SECURITIES
SUMMARY OF REFUNDING RESULTS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Dated Date 04/23/2020
Delivery Date 04/23/2020
Arbitrage yield 2.997283%
Escrow yield 1.392536%
Value of Negative Arbitrage 6,309,869.14
Bond Par Amount 625,425,000.00
True Interest Cost 3.273379%
Net Interest Cost 3.399796%
Average Coupon 3.706598%
Average Life 19.412
Par amount of refunded bonds 608,396,585.00
Average coupon of refunded bonds 3.877512%
Average life of refunded bonds 30.167
PV of prior debt to 04/23/2020 @ 3.000000% 718,914,465.72
Net PV Savings 35,065,499.14
Percentage savings of refunded bonds 5.763592%
Percentage savings of refunding bonds 5.606667%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 2
BofA SECURITIES
Bond
Maturity
Date
SUMMARY OF BONDS REFUNDED
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Interest
Rate
Par
Amount
Call
Date
Call
Price
Series 2013A, 2013A, SERIAL:
06/01/2044
Series 2013A, 2013A, TERM48:
06/01/2047
06/01/2048
SR-91 TIIFA Loan RF, TIFIARF, BOND:
06/01/2051
5.750% 39,315,000.00 06/01/2023
5.750%
5.750%
42,255,000.00 06/01/2023
42,255,000.00 06/01/2023
84,510,000.00
3.470% 484,571,585.00 04/23/2020
100.000
100.000
100.000
100.000
608,396,585.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 3
BofA SECURITIES
SAVINGS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Present Value
Prior Prior Prior Refunding Refunding Refunding Refunding to 04/23/2020
Date Debt Service Receipts Net Cash Flow Debt Service Adjustments Receipts Net Cash Flow Savings @ 3.0000000%
06/01/2020 3,559,968.75 2,373,310.00 1,186,658.75 2,421,432.15 -26,544,180.00
06/01/2021 7,119,937.50 7,119,937.50 22,939,883.50
06/01/2022 16,644,977.50 16,644,977.50 22,939,883.50
06/01/2023 17,457,997.50 - 17,457,997.50 22,939,883.50
06/01/2024 18,357,727.50 18,357,727.50 22,939,883.50
06/01/2025 29,712,587.50 - 29,712,587.50 22,939,883.50
06/01/2026 34,533,267.50 34,533,267.50 26,564,883.50
06/01/2027 34,083,267.50 - 34,083,267.50 25,362,583.50
06/01/2028 33,720,227.50 33,720,227.50 24,159,833.50
06/01/2029 35,983,767.50 - 35,983,767.50 22,605,833.50
06/01/2030 32,905,457.50 32,905,457.50 37,840,833.50
06/01/2031 32,199,047.50 - 32,199,047.50 37,649,642.50
06/01/2032 48,097,247.50 48,097,247.50 37,249,526.50
06/01/2033 50,478,617.50 - 50,478,617.50 36,804,086.50
06/01/2034 60,083,987.50 60,083,987.50 46,248,037.50
06/01/2035 69,358,347.50 - 69,358,347.50 58,661,953.50
06/01/2036 72,715,217.50 72,715,217.50 59,983,820.00
06/01/2037 75,515,907.50 - 75,515,907.50 61,335,020.00
06/01/2038 77,976,757.50 77,976,757.50 62,715,620.00
06/01/2039 79,931,647.50 - 79,931,647.50 64,128,420.00
06/01/2040 16,434,927.50 16,434,927.50 65,574,170.00
06/01/2041 7,119,937.50 - 7,119,937.50 43,345,670.00
06/01/2042 7,119,937.50 7,119,937.50 36,247,070.00
06/01/2043 7,119,937.50 - 7,119,937.50 35,894,070.00
06/01/2044 46,434,937.50 46,434,937.50 71,696,070.00
06/01/2045 4,859,325.00 - 4,859,325.00 73,315,670.00
06/01/2046 4,859,325.00 4,859,325.00 10,811,670.00
06/01/2047 47,114,325.00 - 47,114,325.00 737,946.00
06/01/2048 44,684,662.50 44,684,662.50 19,372,946.00
4,601,285.33
3,948,167.88
3,426,073.88
2,668,602.20
- 41,425,196.89
772,334.82
-24,122,747.85
22,939,883.50
18,338,598.17
18,991,715.62
19,513,809.62
20,271,281.30
26,564,883.50
25,362,583.50
24,159,833.50
22,605,833.50
37,840,833.50
37,649,642.50
37,249,526.50
36,804,086.50
46,248,037.50
58,661,953.50
59,983,820.00
61,335,020.00
62,715,620.00
64,128,420.00
65,574,170.00
43,345,670.00
36,247,070.00
35,894,070.00
71,696,070.00
31,890,473.11
10,811,670.00
737,946.00
18,600,611.18
25,309,406.60
-15,819,946.00
-1,693,620.67
-1,533,718.12
-1,156,082.12
9,441,306.20
7,968,384.00
8,720,684.00
9,560,394.00
13,377,934.00
-4,935,376.00
-5,450,595.00
10,847,721.00
13,674,531.00
13,835,950.00
10,696,394.00
12,731,397.50
14,180,887.50
15,261,137.50
15,803,227.50
-49,139,242.50
-36,225,732.50
-29,127,132.50
-28,774,132.50
-25,261,132.50
-27,031,148.11
-5,952,345.00
46,376,379.00
26,084,051.32
25,305,833.63
-15,422,433.76
-1,608,120.01
-1,418,534.26
-1,043,693.86
8,150,467.96
6,719,316.39
7,129,308.29
7,578,687.86
10,268,640.24
-3,593,411.19
-3,859,172.71
7,705,944.16
9,401,881.50
9,246,148.38
6,999,993.40
8,082,009.06
8,738,817.47
9,138,392.61
9,205,848.47
-26,945,383.81
-19,334,713.40
-15,086,911.93
-14,462,723.41
-12,320,534.46
-12,795,956.49
-2,722,944.03
20,704,028.99
11,301,154.86
1,016,183,276.25 2,373,310.00 1,013,809,966.25 1,075,426,225.65 -26,544,180.00 56,841,661.00 992,040,384.65 21,769,581.60 35,061,939.93
Savings Summary
PV of savings from cash flow 35,061,939.93
Plus: Refunding funds on hand 3,559.20
Net PV Savings 35,065,499.13
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 4
BofA SECURITIES r��
Date
SAVINGS
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Present Value
Prior Prior Prior Refunding Refunding Refunding to 04/23/2020
Debt Service Receipts Net Cash Flow Debt Service Receipts Net Cash Flow Savings @ 3.0000000%
06/01/2020 3,559,968.75 2,373,310.00 1,186,658.75 568,066.59 568,066.59 618,592.16 609,202.92
06/01/2021 7,119,937.50 - 7,119,937.50 5,381,683.50 - 5,381,683.50 1,738,254.00 1,694,576.40
06/01/2022 7,119,937.50 7,119,937.50 5,381,683.50 4,601,285.33 780,398.17 6,339,539.33 5,993,436.27
06/01/2023 7,119,937.50 - 7,119,937.50 5,381,683.50 3,948,167.88 1,433,515.62 5,686,421.88 5,213,238.89
06/01/2024 7,119,937.50 7,119,937.50 5,381,683.50 3,426,073.88 1,955,609.62 5,164,327.88 4,591,347.18
06/01/2025 7,119,937.50 - 7,119,937.50 5,381,683.50 2,668,602.20 2,713,081.30 4,406,856.20 3,796,525.23
06/01/2026 7,119,937.50 7,119,937.50 7,606,683.50 - 7,606,683.50 -486,746.00 -394,960.95
06/01/2027 7,119,937.50 - 7,119,937.50 5,319,383.50 - 5,319,383.50 1,800,554.00 1,468,120.02
06/01/2028 7,119,937.50 7,119,937.50 5,319,383.50 5,319,383.50 1,800,554.00 1,425,047.94
06/01/2029 7,119,937.50 - 7,119,937.50 5,319,383.50 - 5,319,383.50 1,800,554.00 1,383,239.53
06/01/2030 7,119,937.50 7,119,937.50 20,554,383.50 20,554,383.50 -13,434,446.00 -9,933,381.06
06/01/2031 7,119,937.50 - 7,119,937.50 20,363,192.50 - 20,363,192.50 -13,243,255.00 -9,502,084.53
06/01/2032 7,119,937.50 7,119,937.50 19,963,076.50 19,963,076.50 -12,843,139.00 -8,941,726.29
06/01/2033 7,119,937.50 - 7,119,937.50 19,387,636.50 - 19,387,636.50 -12,267,699.00 -8,287,316.36
06/01/2034 7,119,937.50 7,119,937.50 28,580,487.50 28,580,487.50 -21,460,550.00 -14,081,619.36
06/01/2035 7,119,937.50 - 7,119,937.50 41,394,803.50 - 41,394,803.50 -34,274,866.00 -21,836,762.95
06/01/2036 7,119,937.50 7,119,937.50 1,121,670.00 1,121,670.00 5,998,267.50 3,741,041.10
06/01/2037 7,119,937.50 - 7,119,937.50 1,121,670.00 - 1,121,670.00 5,998,267.50 3,631,285.49
06/01/2038 7,119,937.50 7,119,937.50 1,121,670.00 1,121,670.00 5,998,267.50 3,524,749.93
06/01/2039 7,119,937.50 - 7,119,937.50 1,121,670.00 - 1,121,670.00 5,998,267.50 3,421,339.93
06/01/2040 7,119,937.50 7,119,937.50 1,121,670.00 1,121,670.00 5,998,267.50 3,320,963.80
06/01/2041 7,119,937.50 - 7,119,937.50 1,121,670.00 - 1,121,670.00 5,998,267.50 3,223,532.53
06/01/2042 7,119,937.50 7,119,937.50 1,121,670.00 1,121,670.00 5,998,267.50 3,128,959.72
06/01/2043 7,119,937.50 - 7,119,937.50 1,121,670.00 - 1,121,670.00 5,998,267.50 3,037,161.51
06/01/2044 46,434,937.50 46,434,937.50 1,121,670.00 1,121,670.00 45,313,267.50 22,126,934.60
06/01/2045 4,859,325.00 - 4,859,325.00 1,121,670.00 - 1,121,670.00 3,737,655.00 1,783,105.75
06/01/2046 4,859,325.00 4,859,325.00 10,811,670.00 10,811,670.00 -5,952,345.00 -2,722,944.03
06/01/2047 47,114,325.00 - 47,114,325.00 737,946.00 - 737,946.00 46,376,379.00 20,704,028.99
06/01/2048 44,684,662.50 44,684,662.50 19,372,946.00 772,334.82 18,600,611.18 26,084,051.32 11,301,154.86
315,271,106.25 2,373,310.00 312,897,796.25 243,424,160.09 15,416,464.11 228,007,695.98 84,890,100.27 33,418,197.06
Savings Summary
PV of savings from cash flow
Plus: Refunding funds on hand
33,418,197.06
930.99
Net PV Savings 33,419,128.05
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 5
BofA SECURITIES
Date
SAVINGS
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding ofTIFIA Loan
Rates as of February 19, 2020
Present Value
Prior Refunding Refunding Refunding Refunding to 04/23/2020
Debt Service Debt Service Adjustments Receipts Net Cash Flow Savings @ 3.0000000%
06/01/2020 - 1,382,302.78 -26,544,180.00 -25,161,877.22 25,161,877.22 25,166,215.19
06/01/2021 - 13,095,500.00 13,095,500.00 -13,095,500.00 -12,766,445.68
06/01/2022 9,525,040.00 13,095,500.00 13,095,500.00 -3,570,460.00 -3,378,629.75
06/01/2023 10,338,060.00 13,095,500.00 13,095,500.00 -2,757,440.00 -2,532,739.91
06/01/2024 11,237,790.00 13,095,500.00 13,095,500.00 -1,857,710.00 -1,656,266.27
06/01/2025 22,592,650.00 13,095,500.00 13,095,500.00 9,497,150.00 8,215,987.22
06/01/2026 27,413,330.00 14,495,500.00 14,495,500.00 12,917,830.00 10,863,016.20
06/01/2027 26,963,330.00 15,580,500.00 15,580,500.00 11,382,830.00 9,299,945.68
06/01/2028 26,600,290.00 14,377,750.00 14,377,750.00 12,222,540.00 9,685,642.55
06/01/2029 28,863,830.00 12,823,750.00 12,823,750.00 16,040,080.00 12,313,780.56
06/01/2030 25,785,520.00 12,823,750.00 12,823,750.00 12,961,770.00 9,667,767.05
06/01/2031 25,079,110.00 12,823,750.00 12,823,750.00 12,255,360.00 8,873,077.25
06/01/2032 40,977,310.00 12,823,750.00 12,823,750.00 28,153,560.00 19,783,068.47
06/01/2033 43,358,680.00 12,823,750.00 12,823,750.00 30,534,930.00 20,820,604.45
06/01/2034 52,964,050.00 12,823,750.00 12,823,750.00 40,140,300.00 26,532,265.55
06/01/2035 62,238,410.00 12,823,750.00 12,823,750.00 49,414,660.00 31,691,809.15
06/01/2036 65,595,280.00 54,418,750.00 54,418,750.00 11,176,530.00 7,112,258.51
06/01/2037 68,395,970.00 55,769,950.00 55,769,950.00 12,626,020.00 7,797,517.70
06/01/2038 70,856,820.00 57,150,550.00 57,150,550.00 13,706,270.00 8,224,708.94
06/01/2039 72,811,710.00 58,563,350.00 58,563,350.00 14,248,360.00 8,318,970.68
06/01/2040 9,314,990.00 60,009,100.00 60,009,100.00 -50,694,110.00 -27,806,242.16
06/01/2041 - 4,440,600.00 4,440,600.00 -4,440,600.00 -2,386,425.50
06/01/2042 - 4,440,600.00 4,440,600.00 -4,440,600.00 -2,316,411.95
06/01/2043 - 4,440,600.00 4,440,600.00 -4,440,600.00 -2,248,452.48
06/01/2044 - 58,205,600.00 - 58,205,600.00 -58,205,600.00 -28,410,450.20
06/01/2045 - 61,430,000.00 - 30,867,117.31 30,562,882.69 -30,562,882.69 -14,480,085.78
700,912,170.00 619,948,902.78 -26,544,180.00 30,867,117.31 562,537,605.47 138,374,564.53 126,384,485.44
Savings Summary
PV of savings from cash flow
Plus: Refunding funds on hand
126,384,485.44
-4,080.10
Net PV Savings 126,380,405.34
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 6
BofA SECURITIES
Date
SAVINGS
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Present Value
Prior Refunding Refunding Refunding to 04/23/2020
Net Cash Flow Debt Service Receipts Net Cash Flow Savings @ 3.0000000%
06/01/2020 - 471,062.78
06/01/2021 - 4,462,700.00
06/01/2022 - 4,462,700.00
06/01/2023 - 4,462,700.00
06/01/2024 - 4,462,700.00
06/01/2025 - 4,462,700.00
06/01/2026 - 4,462,700.00
06/01/2027 - 4,462,700.00
06/01/2028 - 4,462,700.00
06/01/2029 - 4,462,700.00
06/01/2030 - 4,462,700.00
06/01/2031 - 4,462,700.00
06/01/2032 - 4,462,700.00
06/01/2033 - 4,592,700.00
06/01/2034 - 4,843,800.00
06/01/2035 - 4,443,400.00
06/01/2036 - 4,443,400.00
06/01/2037 - 4,443,400.00
06/01/2038 - 4,443,400.00
06/01/2039 - 4,443,400.00
06/01/2040 - 4,443,400.00
06/01/2041 - 37,783,400.00
06/01/2042 - 30,684,800.00
06/01/2043 - 30,331,800.00
06/01/2044 - 12,368,800.00
06/01/2045 - 10,764,000.00
10,558,079.58
471,062.78
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,462,700.00
4,592,700.00
4,843,800.00
4,443,400.00
4,443,400.00
4,443,400.00
4,443,400.00
4,443,400.00
4,443,400.00
37,783,400.00
30,684,800.00
30,331,800.00
12,368,800.00
205,920.42
-471,062.78
- 4,462,700.00
- 4,462,700.00
-4,462,700.00
-4,462,700.00
-4,462,700.00
- 4,462,700.00
- 4,462,700.00
-4,462,700.00
- 4,462,700.00
- 4,462,700.00
-4,462,700.00
-4,462,700.00
-4,592,700.00
- 4,843,800.00
-4,443,400.00
-4,443,400.00
-4,443,400.00
- 4,443,400.00
-4,443,400.00
-4,443,400.00
-37,783,400.00
-30,684,800.00
-30,331,800.00
-12,368,800.00
-205,920.42
-469,584.48
-4,350,564.48
- 4,222,926.53
-4,099,033.25
-3,978,774.78
-3,862,044.48
- 3,748,738.85
-3,638,757.41
-3,532,002.63
-3,428,379.85
- 3,327,797.18
-3,230,165.43
-3,135,398.02
-3,131,406.58
- 3,204,497.81
-2,855,052.80
-2,771,290.55
-2,689,985.73
- 2,611,066.25
-2,534,462.13
-2,460,105.44
-20,171,820.43
-15,899,459.70
-15,251,432.45
-6,037,018.85
-98,976.47
0.00 212,053,162.78 10,558,079.58 201,495,083.20
-201,495,083.20 -124,740,742.56
Savings Summary
PV of savings from cash flow
Plus: Refunding funds on hand
-124,740,742.56
6,708.31
Net PV Savings -124,734,034.25
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 7
BofA SECURITIES
Bond Component
BOND SUMMARY STATISTICS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Dated Date 04/23/2020
Delivery Date 04/23/2020
Last Maturity 06/01/2048
Arbitrage Yield 2.997283%
True Interest Cost (TIC) 3.273379%
Net Interest Cost (NIC) 3.399796%
All -In TIC 3.284285%
Average Coupon 3.706598%
Average Life (years) 19.412
Duration of Issue (years) 14.077
Par Amount 625,425,000.00
Bond Proceeds 665,392,398.80
Total Interest 450,001,225.65
Net Interest 412,753,860.10
Total Debt Service 1,075,426,225.65
Maximum Annual Debt Service 73,315,670.00
Average Annual Debt Service 38,263,830.92
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
4.349096
Total Underwriter's Discount 4.349096
Bid Price 105.955529
Par Average Average PV of 1 by
Value Price Coupon Life change
Serial - 3% Coupon 130,000.00 104.257 3.000% 13.106 118.30
Serial 255,675,000.00 106.797 3.721% 14.839 254,196.05
Serial - 3% Coupons 117,305,000.00 100.872 3.000% 19.460 102,688.90
Term 2045 216,430,000.00 110.022 4.000% 23.544 200,169.05
Term 2045 - 3% Coupon 7,560,000.00 98.262 3.000% 25.106 13,003.20
Term 2050 28,325,000.00 100.000 3.960% 27.421 49,568.75
625,425,000.00
19.412 619,744.25
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
Target Value
TIC
625,425,000.00
39,967,398.80
-2,720,033.25
662,672,365.55
All -In Arbitrage
TIC Yield
625,425,000.00 625,425,000.00
39,967,398.80
-2,720,033.25
-1,000,000.00
39,967,398.80
661,672,365.55 665,392,398.80
Target Date 04/23/2020 04/23/2020 04/23/2020
Yield 3.273379% 3.284285% 2.997283%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 8
BofA SECURITIES ����
Bond Component
BOND SUMMARY STATISTICS
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Dated Date 04/23/2020
Delivery Date 04/23/2020
Last Maturity 06/01/2048
Arbitrage Yield 2.997283%
True Interest Cost (TIC) 3.547221%
Net Interest Cost (NIC) 3.568480%
All -In TIC 3.560930%
Average Coupon 3.540710%
Average Life (years) 15.664
Duration of Issue (years) 11.935
Par Amount 156,580,000.00
Bond Proceeds 156,580,000.00
Total Interest 86,844,160.09
Net Interest 87,525,283.09
Total Debt Service 243,424,160.09
Maximum Annual Debt Service 41,394,803.50
Average Annual Debt Service 8,661,069.15
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
4.350000
Total Underwriter's Discount 4.350000
Bid Price 99.565000
Par Average Average PV of 1 bp
Value Price Coupon Life change
Serial 128,255,000.00 100.000 3.346% 13.068 134,222.20
Term 2050 28,325,000.00 100.000 3.960% 27.421 49,568.75
156,580,000.00
15.664 183,790.95
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
TIC
156,580,000.00
-681,123.00
All -In Arbitrage
TIC Yield
156,580,000.00 156,580,000.00
-681,123.00
-250,357.76
Target Value 155,898,877.00 155,648,519.24 156,580,000.00
Target Date 04/23/2020 04/23/2020 04/23/2020
Yield 3.547221% 3.560930% 2.997283%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 9
BofA SECURITIES
Bond Component
BOND SUMMARY STATISTICS
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding ofTIFIA Loan
Rates as of February 19, 2020
Dated Date 04/23/2020
Delivery Date 04/23/2020
Last Maturity 06/01/2045
Arbitrage Yield 2.997283%
True Interest Cost (TIC) 3.131510%
Net Interest Cost (NIC) 3.274551%
All -In TIC 3.141873%
Average Coupon 3.660838%
Average Life (years) 20.087
Duration of Issue (years) 14.557
Par Amount 357,245,000.00
Bond Proceeds 386,519,205.75
Total lnterest 262,703,902.78
Net Interest 234,983,712.78
Total Debt Service 619,948,902.78
Maximum Annual Debt Service 61,430,000.00
Average Annual Debt Service 24,693,693.85
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
4.350000
Total Underwriter's Discount 4.350000
Bid Price 107.759434
Par Average Average PV of 1 by
Value Price Coupon Life change
Serial 127,035,000.00 113.638 4.018% 16.630 119,604.25
Serial - 3% Coupons 117,305,000.00 100.872 3.000% 19.460 102,688.90
Term 2045 105,345,000.00 110.496 4.000% 24.595 97,970.85
Term 2045 - 3% Coupon 7,560,000.00 98.262 3.000% 25.106 13,003.20
357,245,000.00
20.087 333,267.20
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
Target Value
TIC
357,245,000.00
29,274,205.75
-1,554,015.75
384,965,190.00
All -In Arbitrage
TIC Yield
357,245,000.00 357,245,000.00
29,274,205.75
-1,554,015.75
-571,203.58
29,274,205.75
384,393,986.42 386,519,205.75
Target Date 04/23/2020 04/23/2020 04/23/2020
Yield 3.131510% 3.141873% 2.997283%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 10
BofA SECURITIES
Bond Component
BOND SUMMARY STATISTICS
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Dated Date 04/23/2020
Delivery Date 04/23/2020
Last Maturity 06/01/2045
Arbitrage Yield 2.997283%
True Interest Cost (TIC) 3.413200%
Net Interest Cost (NIC) 3.592901%
All -In TIC 3.422892%
Average Coupon 3.999322%
Average Life (years) 22.507
Duration of Issue (years) 15.387
Par Amount 111,600,000.00
Bond Proceeds 122,293,193.05
Total Interest 100,453,162.78
Net Interest 90,244,864.23
Total Debt Service 212,053,162.78
Maximum Annual Debt Service 37,783,400.00
Average Annual Debt Service 8,446,463.66
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
4.344933
Total Underwriter's Discount 4.344933
Bid Price 109.147221
Par Average Average PV of 1 bp
Value Price Coupon Life change
Serial - 3% Coupon 130,000.00 104.257 3.000% 13.106 118.30
Serial 385,000.00 113.894 4.000% 14.106 369.60
Term 2045 111,085,000.00 109.573 4.000% 22.547 102,198.20
111,600,000.00
22.507 102,686.10
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
TIC
111,600,000.00
All -In Arbitrage
TIC Yield
111, 600, 000.00 111, 600, 000.00
10,693,193.05 10,693,193.05
-484,894.50 -484,894.50
-178,438.66
10,693,193.05
Target Value 121,808,298.55 121,629,859.89 122,293,193.05
Target Date 04/23/2020 04/23/2020 04/23/2020
Yield 3.413200% 3.422892% 2.997283%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 11
BofA SECURITIES ����
Bond Component
Maturity
Date
BOND PRICING
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Amount
Rate Yield Price Takedown
Serial:
Term 2050:
06/01/2026 2,225,000 2.800% 2.800% 100.000 4.350
06/01/2030 15,235,000 3.060% 3.060% 100.000 4.350
06/01/2031 15,510,000 3.160% 3.160% 100.000 4.350
06/01/2032 15,600,000 3.240% 3.240% 100.000 4.350
06/01/2033 15,530,000 3.330% 3.330% 100.000 4.350
06/01/2034 25,240,000 3.410% 3.410% 100.000 4.350
06/01/2035 38,915,000 3.490% 3.490% 100.000 4.350
128,255,000
06/01/2046 9,690,000 3.960% 3.960% 100.000 4.350
06/01/2048 18,635,000 3.960% 3.960% 100.000 4.350
06/01/2050 3.960% 3.960% 100.000 4.350
28,325,000
156,580,000
Dated Date 04/23/2020
Delivery Date 04/23/2020
First Coupon 06/01/2020
Par Amount 156,580,000.00
Original Issue Discount
Production
Underwriter's Discount
Purchase Price
Accrued Interest
156, 580,000.00 100.000000%
-681,123.00 -0.435000%
155,898,877.00 99.565000%
Net Proceeds 155,898,877.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 12
BofA SECURITIES .��
Bond Component
BOND PRICING
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding ofTIFIA Loan
Rates as of February 19, 2020
Maturity Yield to Call Call Premium
Date Amount Rate Yield Price Maturity Date Price (-Discount) Takedown
Serial:
Term 2045:
Serial - 3% Coupons:
Term 2045 - 3% Coupon:
06/01/2026 1,400,000 5.000% 1.540% 120.087 - - 281,218.00 4.350
06/01/2027 2,555,000 5.000% 1.630% 122.522 - - - 575,437.10 4.350
06/01/2028 1,480,000 5.000% 1.730% 124.629 - 364,509.20 4.350
06/01/2036 41,595,000 4.000% 2.470% 113.606 C 2.934% 06/01/2030 100.000 5,659,415.70 4.350
06/01/2037 44,610,000 4.000% 2.510% 113.224 C 3.005% 06/01/2030 100.000 5,899,226.40 4.350
06/01/2038 35,395,000 4.000% 2.550% 112.843 C 3.070% 06/01/2030 100.000 4,545,779.85 4.350
127,035,000 17,325,586.25
06/01/2044 53,765,000 4.000% 2.800% 110.496 C 3.361% 06/01/2030 100.000 5,643,174.40 4.350
06/01/2045 51,580,000 4.000% 2.800% 110.496 C 3.377% 06/01/2030 100.000 5,413,836.80 4.350
105,345,000 11,057,011.20
06/01/2038 12,380,000 3.000% 2.850% 101.307 C 2.907% 06/01/2030 100.000 161,806.60 4.350
06/01/2039 50,975,000 3.000% 2.890% 100.956 C 2.934% 06/01/2030 100.000 487,321.00 4.350
06/01/2040 53,950,000 3.000% 2.920% 100.693 C 2.954% 06/01/2030 100.000 373,873.50 4.350
117,305,000 1,023,001.10
06/01/2045 7,560,000 3.000% 3.100% 98.262 -131,392.80 4.350
357,245,000 29,274,205.75
Dated Date 04/23/2020
Delivery Date 04/23/2020
First Coupon 06/01/2020
Par Amount 357,245,000.00
Premium 29,274,205.75
Production
Underwriter's Discount
Purchase Price
Accrued Interest
3 86, 519, 205.75 108.194434 %
-1,554,015.75 -0.435000%
384,965,190.00 107.759434%
Net Proceeds 384,965,190.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 13
BofA SECURITIES
Bond Component
BOND PRICING
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Maturity Yield to Call Call Premium
Date Amount Rate Yield Price Maturity Date Price (-Discount) Takedown
Serial:
Term 2045:
Serial - 3% Coupon:
06/01/2034 385,000 4.000% 2.440% 113.894 C 2.801% 06/01/2030 100.000 53,491.90 4.350
06/01/2041 33,340,000 4.000% 2.900% 109.573 C 3.363% 06/01/2030 100.000 3,191,638.20 4.350
06/01/2042 27,575,000 4.000% 2.900% 109.573 C 3.381% 06/01/2030 100.000 2,639,754.75 4.350
06/01/2043 28,325,000 4.000% 2.900% 109.573 C 3.398% 06/01/2030 100.000 2,711,552.25 4.350
06/01/2044 11,495,000 4.000% 2.900% 109.573 C 3.414% 06/01/2030 100.000 1,100,416.35 4.350
06/01/2045 10,350,000 4.000% 2.900% 109.573 C 3.428% 06/01/2030 100.000 990,805.50 4.350
111,085,000 10,634,167.05
06/01/2033 130,000 3.000% 2.520% 104.257 C 2.614% 06/01/2030 100.000 5,534.10
111,600,000 10,693,193.05
Dated Date 04/23/2020
Delivery Date 04/23/2020
First Coupon 06/01/2020
Par Amount 111,600,000.00
Premium 10,693,193.05
Production
Underwriter's Discount
Purchase Price
Accrued Interest
12 2, 293,19 3.05 109.581714%
-484,894.50 -0.434493%
121,808, 298.55 109.147221%
Net Proceeds 121,808,298.55
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 14
BofA SECURITIES
BOND DEBT SERVICE
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Period
Ending Principal Coupon Interest Debt Service
06/01/2020 - - 2,421,432.15 2,421,432.15
06/01/2021 - - 22,939,883.50 22,939,883.50
06/01/2022 - - 22,939,883.50 22,939,883.50
06/01/2023 - - 22,939,883.50 22,939,883.50
06/01/2024 - - 22,939,883.50 22,939,883.50
06/01/2025 - - 22,939,883.50 22,939,883.50
06/01/2026 3,625,000 ** % 22,939,883.50 26,564,883.50
06/01/2027 2,555,000 5.000% 22,807,583.50 25,362,583.50
06/01/2028 1,480,000 5.000% 22,679,833.50 24,159,833.50
06/01/2029 - - 22,605,833.50 22,605,833.50
06/01/2030 15,235,000 3.060% 22,605,833.50 37,840,833.50
06/01/2031 15,510,000 3.160% 22,139,642.50 37,649,642.50
06/01/2032 15,600,000 3.240% 21,649,526.50 37,249,526.50
06/01/2033 15,660,000 ** % 21,144,086.50 36,804,086.50
06/01/2034 25,625,000 ** % 20,623,037.50 46,248,037.50
06/01/2035 38,915,000 3.490% 19,746,953.50 58,661,953.50
06/01/2036 41,595,000 4.000% 18,388,820.00 59,983,820.00
06/01/2037 44,610,000 4.000% 16,725,020.00 61,335,020.00
06/01/2038 47,775,000 ** % 14,940,620.00 62,715,620.00
06/01/2039 50,975,000 3.000% 13,153,420.00 64,128,420.00
06/01/2040 53,950,000 3.000% 11,624,170.00 65,574,170.00
06/01/2041 33,340,000 4.000% 10,005,670.00 43,345,670.00
06/01/2042 27,575,000 4.000% 8,672,070.00 36,247,070.00
06/01/2043 28,325,000 4.000% 7,569,070.00 35,894,070.00
06/01/2044 65,260,000 4.000% 6,436,070.00 71,696,070.00
06/01/2045 69,490,000 ** % 3,825,670.00 73,315,670.00
06/01/2046 9,690,000 3.960% 1,121,670.00 10,811,670.00
06/01/2047 - - 737,946.00 737,946.00
06/01/2048 18,635,000 3.960% 737,946.00 19,372,946.00
625,425,000 450,001,225.65 1,075,426,225.65
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 15
BofA SECURITIES
BOND DEBT SERVICE
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Period
Ending Principal Coupon Interest Debt Service
06/01/2020 - 568,066.59 568,066.59
06/01/2021 5,381,683.50 5,381,683.50
06/01/2022 5,381,683.50 5,381,683.50
06/01/2023 - - 5,381,683.50 5,381,683.50
06/01/2024 5,381,683.50 5,381,683.50
06/01/2025 - 5,381,683.50 5,381,683.50
06/01/2026 2,225,000 2.800% 5,381,683.50 7,606,683.50
06/01/2027 - - 5,319,383.50 5,319,383.50
06/01/2028 5,319,383.50 5,319,383.50
06/01/2029 - 5,319,383.50 5,319,383.50
06/01/2030 15,235,000 3.060% 5,319,383.50 20,554,383.50
06/01/2031 15,510,000 3.160% 4,853,192.50 20,363,192.50
06/01/2032 15,600,000 3.240% 4,363,076.50 19,963,076.50
06/01/2033 15,530,000 3.330% 3,857,636.50 19,387,636.50
06/01/2034 25,240,000 3.410% 3,340,487.50 28,580,487.50
06/01/2035 38,915,000 3.490% 2,479,803.50 41,394,803.50
06/01/2036 - 1,121,670.00 1,121,670.00
06/01/2037 1,121,670.00 1,121,670.00
06/01/2038 1,121,670.00 1,121,670.00
06/01/2039 - - 1,121,670.00 1,121,670.00
06/01/2040 1,121,670.00 1,121,670.00
06/01/2041 1,121,670.00 1,121,670.00
06/01/2042 1,121,670.00 1,121,670.00
06/01/2043 - - 1,121,670.00 1,121,670.00
06/01/2044 - 1,121,670.00 1,121,670.00
06/01/2045 - 1,121,670.00 1,121,670.00
06/01/2046 9,690,000 3.960% 1,121,670.00 10,811,670.00
06/01/2047 - - 737,946.00 737,946.00
06/01/2048 18,635,000 3.960% 737,946.00 19,372,946.00
156,580,000 86,844,160.09 243,424,160.09
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 16
BofA SECURITIES ��7
BOND DEBT SERVICE
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Period
Ending Principal Coupon Interest Debt Service
06/01/2020 - 1,382,302.78 1,382,302.78
06/01/2021 - 13,095,500.00 13,095,500.00
06/01/2022 - 13,095,500.00 13,095,500.00
06/01/2023 - - 13,095,500.00 13,095,500.00
06/01/2024 - 13,095,500.00 13,095,500.00
06/01/2025 - 13,095,500.00 13,095,500.00
06/01/2026 1,400,000 5.000% 13,095,500.00 14,495,500.00
06/01/2027 2,555,000 5.000% 13,025,500.00 15,580,500.00
06/01/2028 1,480,000 5.000% 12,897,750.00 14,377,750.00
06/01/2029 - 12,823,750.00 12,823,750.00
06/01/2030 - - 12,823,750.00 12,823,750.00
06/01/2031 - - 12,823,750.00 12,823,750.00
06/01/2032 - 12,823,750.00 12,823,750.00
06/01/2033 - 12,823,750.00 12,823,750.00
06/01/2034 - 12,823,750.00 12,823,750.00
06/01/2035 - - 12,823,750.00 12,823,750.00
06/01/2036 41,595,000 4.000% 12,823,750.00 54,418,750.00
06/01/2037 44,610,000 4.000% 11,159,950.00 55,769,950.00
06/01/2038 47,775,000 ** % 9,375,550.00 57,150,550.00
06/01/2039 50,975,000 3.000% 7,588,350.00 58,563,350.00
06/01/2040 53,950,000 3.000% 6,059,100.00 60,009,100.00
06/01/2041 - 4,440,600.00 4,440,600.00
06/01/2042 - 4,440,600.00 4,440,600.00
06/01/2043 - - 4,440,600.00 4,440,600.00
06/01/2044 53,765,000 4.000% 4,440,600.00 58,205,600.00
06/01/2045 59,140,000 ** % 2,290,000.00 61,430,000.00
357,245,000 262,703,902.78 619,948,902.78
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 17
BofA SECURITIES ����
BOND DEBT SERVICE
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Period
Ending Principal Coupon Interest Debt Service
06/01/2020 - 471,062.78 471,062.78
06/01/2021 - 4,462,700.00 4,462,700.00
06/01/2022 - 4,462,700.00 4,462,700.00
06/01/2023 - - 4,462,700.00 4,462,700.00
06/01/2024 - 4,462,700.00 4,462,700.00
06/01/2025 - 4,462,700.00 4,462,700.00
06/01/2026 - 4,462,700.00 4,462,700.00
06/01/2027 - - 4,462,700.00 4,462,700.00
06/01/2028 - 4,462,700.00 4,462,700.00
06/01/2029 - 4,462,700.00 4,462,700.00
06/01/2030 - 4,462,700.00 4,462,700.00
06/01/2031 - - 4,462,700.00 4,462,700.00
06/01/2032 - 4,462,700.00 4,462,700.00
06/01/2033 130,000 3.000% 4,462,700.00 4,592,700.00
06/01/2034 385,000 4.000% 4,458,800.00 4,843,800.00
06/01/2035 - - 4,443,400.00 4,443,400.00
06/01/2036 - 4,443,400.00 4,443,400.00
06/01/2037 - 4,443,400.00 4,443,400.00
06/01/2038 - 4,443,400.00 4,443,400.00
06/01/2039 - - 4,443,400.00 4,443,400.00
06/01/2040 - 4,443,400.00 4,443,400.00
06/01/2041 33,340,000 4.000% 4,443,400.00 37,783,400.00
06/01/2042 27,575,000 4.000% 3,109,800.00 30,684,800.00
06/01/2043 28,325,000 4.000% 2,006,800.00 30,331,800.00
06/01/2044 11,495,000 4.000% 873,800.00 12,368,800.00
06/01/2045 10,350,000 4.000% 414,000.00 10,764,000.00
111,600,000 100,453,162.78 212,053,162.78
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 18
BofA SECURITIES ����
NET DEBT SERVICE
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Period Total Capitalized Debt Service Net
Ending Debt Service Interest Fund Reserve Fund Debt Service
06/01/2020 2,421,432.15 - - 2,421,432.15
06/01/2021 22,939,883.50 - - 22,939,883.50
06/01/2022 22,939,883.50 4,601,285.33 - 18,338,598.17
06/01/2023 22,939,883.50 3,948,167.88 - 18,991,715.62
06/01/2024 22,939,883.50 3,426,073.88 - 19,513,809.62
06/01/2025 22,939,883.50 2,668,602.20 - 20,271,281.30
06/01/2026 26,564,883.50 - - 26,564,883.50
06/01/2027 25,362,583.50 - - 25,362,583.50
06/01/2028 24,159,833.50 - - 24,159,833.50
06/01/2029 22,605,833.50 - - 22,605,833.50
06/01/2030 37,840,833.50 - - 37,840,833.50
06/01/2031 37,649,642.50 - - 37,649,642.50
06/01/2032 37,249,526.50 - - 37,249,526.50
06/01/2033 36,804,086.50 - - 36,804,086.50
06/01/2034 46,248,037.50 - - 46,248,037.50
06/01/2035 58,661,953.50 - - 58,661,953.50
06/01/2036 59,983,820.00 - - 59,983,820.00
06/01/2037 61,335,020.00 - - 61,335,020.00
06/01/2038 62,715,620.00 - - 62,715,620.00
06/01/2039 64,128,420.00 - - 64,128,420.00
06/01/2040 65,574,170.00 - - 65,574,170.00
06/01/2041 43,345,670.00 - - 43,345,670.00
06/01/2042 36,247,070.00 - - 36,247,070.00
06/01/2043 35,894,070.00 - - 35,894,070.00
06/01/2044 71,696,070.00 - - 71,696,070.00
06/01/2045 73,315,670.00 - 41,425,196.89 31,890,473.11
06/01/2046 10,811,670.00 - - 10,811,670.00
06/01/2047 737,946.00 - - 737,946.00
06/01/2048 19,372,946.00 - 772,334.82 18,600,611.18
1,075,426,225.65 14,644,129.29 42,197,531.71 1,018,584,564.65
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 19
BofA SECURITIES ����
NET DEBT SERVICE
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Period Total Capitalized Debt Service Net
Ending Debt Service Interest Fund Reserve Fund Debt Service
06/01/2020 568,066.59 - - 568,066.59
06/01/2021 5,381,683.50 - - 5,381,683.50
06/01/2022 5,381,683.50 4,601,285.33 - 780,398.17
06/01/2023 5,381,683.50 3,948,167.88 - 1,433,515.62
06/01/2024 5,381,683.50 3,426,073.88 - 1,955,609.62
06/01/2025 5,381,683.50 2,668,602.20 - 2,713,081.30
06/01/2026 7,606,683.50 - - 7,606,683.50
06/01/2027 5,319,383.50 - - 5,319,383.50
06/01/2028 5,319,383.50 - - 5,319,383.50
06/01/2029 5,319,383.50 - - 5,319,383.50
06/01/2030 20,554,383.50 - - 20,554,383.50
06/01/2031 20,363,192.50 - - 20,363,192.50
06/01/2032 19,963,076.50 - - 19,963,076.50
06/01/2033 19,387,636.50 - - 19,387,636.50
06/01/2034 28,580,487.50 - - 28,580,487.50
06/01/2035 41,394,803.50 - - 41,394,803.50
06/01/2036 1,121,670.00 - - 1,121,670.00
06/01/2037 1,121,670.00 - - 1,121,670.00
06/01/2038 1,121,670.00 - - 1,121,670.00
06/01/2039 1,121,670.00 - - 1,121,670.00
06/01/2040 1,121,670.00 - - 1,121,670.00
06/01/2041 1,121,670.00 - - 1,121,670.00
06/01/2042 1,121,670.00 - - 1,121,670.00
06/01/2043 1,121,670.00 - - 1,121,670.00
06/01/2044 1,121,670.00 - - 1,121,670.00
06/01/2045 1,121,670.00 - - 1,121,670.00
06/01/2046 10,811,670.00 - - 10,811,670.00
06/01/2047 737,946.00 - - 737,946.00
06/01/2048 19,372,946.00 - 772,334.82 18,600,611.18
243,424,160.09
14,644,129.29 772,334.82 228,007,695.98
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 20
BofA SECURITIES ��7
NET DEBT SERVICE
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Period Total Debt Service Net
Ending Debt Service Reserve Fund Debt Service
06/01/2020 1,382,302.78 1,382,302.78
06/01/2021 13,095,500.00 13,095,500.00
06/01/2022 13,095,500.00 13,095,500.00
06/01/2023 13,095,500.00 - 13,095,500.00
06/01/2024 13,095,500.00 13,095,500.00
06/01/2025 13,095,500.00 13,095,500.00
06/01/2026 14,495,500.00 14,495,500.00
06/01/2027 15,580,500.00 - 15,580,500.00
06/01/2028 14,377,750.00 14,377,750.00
06/01/2029 12,823,750.00 12,823,750.00
06/01/2030 12,823,750.00 12,823,750.00
06/01/2031 12,823,750.00 - 12,823,750.00
06/01/2032 12,823,750.00 12,823,750.00
06/01/2033 12,823,750.00 12,823,750.00
06/01/2034 12,823,750.00 12,823,750.00
06/01/2035 12,823,750.00 - 12,823,750.00
06/01/2036 54,418,750.00 54,418,750.00
06/01/2037 55,769,950.00 55,769,950.00
06/01/2038 57,150,550.00 57,150,550.00
06/01/2039 58,563,350.00 - 58,563,350.00
06/01/2040 60,009,100.00 60,009,100.00
06/01/2041 4,440,600.00 4,440,600.00
06/01/2042 4,440,600.00 4,440,600.00
06/01/2043 4,440,600.00 - 4,440,600.00
06/01/2044 58,205,600.00 58,205,600.00
06/01/2045 61,430,000.00 30,867,117.31 30,562,882.69
619,948,902.78 30,867,117.31 589,081,785.47
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 21
BofA SECURITIES ����
NET DEBT SERVICE
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Period Total Debt Service Net
Ending Debt Service Reserve Fund Debt Service
06/01/2020 471,062.78 471,062.78
06/01/2021 4,462,700.00 4,462,700.00
06/01/2022 4,462,700.00 4,462,700.00
06/01/2023 4,462,700.00 - 4,462,700.00
06/01/2024 4,462,700.00 - 4,462,700.00
06/01/2025 4,462,700.00 4,462,700.00
06/01/2026 4,462,700.00 - 4,462,700.00
06/01/2027 4,462,700.00 - 4,462,700.00
06/01/2028 4,462,700.00 - 4,462,700.00
06/01/2029 4,462,700.00 4,462,700.00
06/01/2030 4,462,700.00 - 4,462,700.00
06/01/2031 4,462,700.00 - 4,462,700.00
06/01/2032 4,462,700.00 4,462,700.00
06/01/2033 4,592,700.00 4,592,700.00
06/01/2034 4,843,800.00 4,843,800.00
06/01/2035 4,443,400.00 - 4,443,400.00
06/01/2036 4,443,400.00 4,443,400.00
06/01/2037 4,443,400.00 4,443,400.00
06/01/2038 4,443,400.00 4,443,400.00
06/01/2039 4,443,400.00 - 4,443,400.00
06/01/2040 4,443,400.00 4,443,400.00
06/01/2041 37,783,400.00 37,783,400.00
06/01/2042 30,684,800.00 30,684,800.00
06/01/2043 30,331,800.00 - 30,331,800.00
06/01/2044 12,368,800.00 12,368,800.00
06/01/2045 10,764,000.00 10,558,079.58 205,920.42
212,053,162.78 10,558,079.58 201,495,083.20
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 22
BofA SECURITIES
Date
ESCROW CASH FLOW
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Present Value
Net Escrow to 04/23/2020
Principal Interest Receipts @ 1.3925363%
06/01/2020 3,350,934.00 209,035.35 3,559,969.35 3,554,758.50
12/01/2020 2,581,797.00 978,170.84 3,559,967.84 3,530,177.49
06/01/2021 2,605,824.00 954,145.27 3,559,969.27 3,505,769.36
12/01/2021 2,624,846.00 935,122.75 3,559,968.75 3,481,528.07
06/01/2022 2,643,614.00 916,355.10 3,559,969.10 3,457,455.26
12/01/2022 2,662,251.00 897,717.62 3,559,968.62 3,433,548.09
06/01/2023 126,505,753.00 879,214.98 127,384,967.98 122,011,782.23
142,975,019.00 5,769,761.91
148, 744, 780.91 142, 975,019.00
Purchase date
Purchase cost of securities
Escrow Cost Summary
04/23/2020
142,975,019.00
Target for yield calculation 142,975,019.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 23
BofA SECURITIES
ESCROW COST
Riverside County Transportation Commission
Taxable Advance Refunding of Series 2013A
Rates as of February 19, 2020
Type of Maturity
Security Date
Par
Amount Rate
Total
Cost
SLGS
SLGS
SLGS
SLGS
SLGS
SLGS
SLGS
06/01/2020
12/01/2020
06/01/2021
12/01/2021
06/01/2022
12/01/2022
06/01/2023
3,350,934
2,581,797
2,605,824
2,624,846
2,643,614
2,662,251
126,505,753
1.590%
1.530%
1.460%
1.430%
1.410%
1.390%
1.390%
3,350,934.00
2,581,797.00
2,605,824.00
2,624,846.00
2,643,614.00
2,662,251.00
126,505,753.00
142,975,019
142,975,019.00
Purchase Cost of
Date Securities
Cash
Deposit
Total
Escrow Cost
Yield
04/23/2020 142,975,019
0.34 142,975,019.34 1.392536%
142,975,019
0.34
142,975,019.34
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 24
BofA SECURITIES ��7
ESCROW COST
Riverside County Transportation Commission
Tax -Exempt Senior Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
04/23/2020 373,506,513.00 373,506,513.00
0 373,506,513.00 373,506,513.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 25
BofA SECURITIES ����
ESCROW COST
Riverside County Transportation Commission
Tax -Exempt Subordinate Current Refunding of TIFIA Loan
Rates as of February 19, 2020
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
04/23/2020 111,065,072.00 111,065,072.00
0 111,065,072.00 111,065,072.00
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 26
BofA SECURITIES
Escrow
ESCROW STATISTICS
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Cost (years) Date Date Cost Arbitrage Dead Time
Taxable Advance Refunding of Series 2013A, Global Proceeds Escrow:
142,975,019.34 2.828 1.392536% 1.392536% 136,665,150.15 6,309,869.14 0.05
Tax -Exempt Senior Current Refunding of TIFIA Loan, Global Proceeds Escrow:
373,506,513.00 - 0.000000% 0.000000% 373,506,513.00
Tax -Exempt Subordinate Current Refunding of TIFIA, Global Proceeds Escrow:
111,065,072.00 - 0.000000% 0.000000% 111,065,072.00
627,546,604.34
621,236,735.15 6,309,869.14 0.05
Delivery date 04/23/2020
Arbitrage yield 2.997283%
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 27
BofA SECURITIES
DISCLAIMER
Riverside County Transportation Commission
91 Express Lanes Series 2020
Rates as of February 19, 2020
BofA Securities IS NOT YOUR MUNICIPAL ADVISOR OR FIDUCIARY. BofA Securities, Inc. ("BofA Securities") is providing the information contained
herein for discussion purposes only either as an underwriter or in anticipation of being engaged to serve as an underwriter. By providing the
information contained herein pursuant to the participation by an independent registered municipal advisor exemption provided under SEC Rule
15Ba1-1(d)(3)(vi) and the underwriter exclusion provided under SEC Rule 15Ba1-1(d)(2)(i), BofA Securities is not acting as your "municipal advisor"
within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended (the "Act"), and does not owe a fiduciary duty to you
pursuant to the Act with respect to the information and material contained in this communication. BofA Securities is either serving as an
underwriter or is seeking to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. The primary role of
BofA Securities, as an underwriter, is to purchase securities with a view to distribution in an arm's-length commercial transaction between you and
BofA Securities and BofA Securities has financial and other interests that differ from yours. BofA Securities is acting for its own interests. You should
discuss any information and material contained in this communication with any and all of your own internal or external municipal and/or financial,
legal, accounting, tax and other advisors and experts, as applicable, to the extent you deem appropriate before acting on this information or
material.
This material has been prepared by the BofA Securities Public Finance Group and is not a research report and is not a product of the fixed income
research department of BofA Securities. This material is for information purposes only, is intended solely for your use, and may not be reproduced,
disseminated, quoted or referred to in whole or in part, without our written consent. This material does not constitute an offer or solicitation to
sell or purchase any securities and is not a commitment by BofA Securities or any of its affiliates to provide or arrange any financing for any
transaction or to purchase any security in connection therewith. The calculations contained herein are based upon assumptions and information
that either you or your advisors provided to BofA Securities or which BofA Securities deems in its sole discretion to be appropriate. BofA Securities
makes no representation or warranty as to the accuracy or completeness of this material or these calculations and any and all liability to you or any
third parties relating to this material or the calculations is expressly disclaimed. The material and calculations made available to you may not be
similar to the information generated by the proprietary models or valuations of BofA Securities or its affiliates that are used for its own purposes or
to the models or valuations available from other sources including from other dealers. BofA Securities assumes no obligation to update or
otherwise revise these materials. Values generated by the data or calculations may not reflect actual prices or values that can be obtained in the
market at that time and the calculations should not be relied upon for any tax, accounting, legal or other purpose.
Feb 21, 2020 5:08 pm Prepared by BofA Securities Page 28
ATTACHMENT 2
OHS Draft 03/01/20
NO. 20-001
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
$725,000,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY
TRANSPORTATION COMMISSION TOLL REVENUE REFUNDING BONDS IN ONE
OR MORE SERIES, THE REFUNDING OF OUTSTANDING BONDS, THE EXECUTION
AND DELIVERY OF ONE OR MORE SUPPLEMENTAL INDENTURES, ONE OR
MORE PURCHASE CONTRACTS, ONE OR MORE OFFICIAL STATEMENTS, ONE
OR MORE CONTINUING DISCLOSURE AGREEMENTS AND ONE OR MORE
ESCROW AGREEMENTS, THE ADOPTION OF A RESTATED DEBT MANAGEMENT
POLICY, AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN
CONNECTION THEREWITH
WHEREAS, the Riverside County Transportation Commission (the "Commission") is a
county transportation commission duly organized and existing pursuant to the County
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (as amended, the "Act");
WHEREAS, pursuant to the Act, including Sections 130240 and 130244 thereof, the
Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable
for use of the toll lanes and other facilities on the portion of State Highway Route 91 (the "SR-
91") between the Orange County and Riverside County line and State Highway Route 15, and to
issue bonds, notes, or other evidences of indebtedness (collectively, the "Toll Revenue Bonds")
pursuant to the terms and conditions of a resolution adopted by a two-thirds vote of the
Commission, which bonds may be payable from (i) the proceeds of such tolls (the "Toll
Revenues"), (ii) sales tax revenues, (iii) development impact fees, (iv) federal grant funds, and (v)
any other source of revenues available to the Commission;
WHEREAS, the Act authorizes Toll Revenue Bonds to be issued for the purpose of
financing the planning, design, development, financing, construction, reconstruction,
rehabilitation, improvement, acquisition, lease, operation, or maintenance, or any combination of
these, with respect to tolled and nontolled facilities, structures, onramps, connector roads, bridges,
and roadways that are on, necessary for, or related to the construction or operation of the portion
of the SR-91 between the Orange and Riverside County line to the west and State Highway Route
15 to the east (the "Project");
WHEREAS, pursuant to the Act, and as authorized pursuant to Article 10 and Article 11
of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570
et seq.) (the "Refunding Bond Law") and other applicable provisions of the laws of the State of
California, the Commission is authorized to issue from time to time refunding bonds to refund
outstanding Toll Revenue Bonds;
WHEREAS, the Commission previously issued its Toll Revenue Senior Lien Bonds, 2013
Series A (Current Interest Obligations) (the "2013 Series A Bonds") and 2013 Series B (Capital
Appreciation Obligations) pursuant to a Master Indenture, dated as of June 1, 2013 (as
supplemented, the "Toll Revenue Indenture"), by and between the Commission and U.S Bank
4165-0313-5009.8
National Association, as successor trustee (the "Trustee") to finance a portion of the cost of the
Project;
WHEREAS, the Commission previously issued its Toll Revenue Subordinate Bonds, 2013
TIFIA Series (the "2013 TIFIA Series Bonds") pursuant to the Toll Revenue Indenture, evidencing
and securing the Commission's obligation to repay from Toll Revenues a loan (the "2013 TIFIA
Loan") from the United States Department of Transportation (the "Department of Transportation")
for federal project credit assistance under the Transportation Infrastructure Finance and Innovation
Act ("TIFIA"), pursuant to the terms of a loan agreement, dated as of July 2, 2013 (the "2013
TIFIA Loan Agreement"), by and between the Commission and the Depaitiuent of Transportation;
WHEREAS, the Commission previously authorized the issuance of its Commercial Paper
Notes (Limited Tax Bonds), Series A (the "CP Notes"), which, pursuant to an Indenture, dated as
of March 1, 2005 (the "CP Indenture") by and between the Commission and U.S. Bank National
Association, as trustee, are payable from certain revenues of a retail transactions and use tax (the
"Sales Tax") applicable in the incorporated and unincorporated territory of Riverside County in
accordance with the provisions of the Riverside County Transportation Sales Tax Act, being
Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.), Part
1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code,
Ordinance No. 02-001, adopted by the Commission on May 8, 2002, which became effective by
its terms at the close of the polls on November 5, 2002, and Ordinance No. 10-002, adopted by the
Commission on July 14, 2010, which became effective at the close of the polls on November 2,
2010;
WHEREAS, in order to allow the Commission to take advantage of current market
opportunities, the Commission hereby determines to refund all or a portion of the 2013 Series A
Bonds and the 2013 TIFIA Series Bonds by issuing toll revenue refunding bonds;
WHEREAS, the Commission hereby determines that one or more new series or subseries
of tax-exempt or taxable bonds in an aggregate principal amount not to exceed $725 million dollars
($725,000,000) and payable from Toll Revenues as Senior Lien Obligations, Second Lien
Obligations or Subordinate Obligations (each as defined in the Toll Revenue Indenture) is
necessary in order to finance any or all of the following purposes, (i) refunding all or a portion of
the outstanding 2013 Series A Bonds, (ii) refunding the 2013 TIFIA Series Bonds by prepaying
the 2013 TIFIA Loan, (iii) funding capitalized interest, (iv) funding one or more reserve funds,
and (v) paying the costs of issuance incurred in connection with such bonds, and the Commission
has determined that such bonds in an amount not to exceed such principal amount shall be issued,
secured by the Toll Revenues and entitled, "Riverside County Transportation Commission Toll
Revenue Refunding Bonds," with such additional or other series designations as may be necessary
or beneficial to marketing the Toll Revenue Refunding Bonds (the "Refunding Bonds");
WHEREAS, the Commission hereby further determines that the Refunding Bonds shall
be issued pursuant to one or more supplemental indentures, each by and between the Commission
and the Trustee, and each amending and supplementing the Toll Revenue Indenture as may be
specified therein;
4165-0313-5009.8
(5)
WHEREAS, in order to set forth the terms of the negotiated sale of the Refunding Bonds,
the Commission proposes to enter into one or more bond purchase agreements (each, a "Purchase
Contract") with BofA Securities, Inc., as representative of the underwriters of the Refunding
Bonds (collectively, the "Underwriters");
WHEREAS, the following documents have been prepared and presented to the
Commission (collectively, the "Financing Documents"):
(1) a proposed form of Third Supplemental Indenture, by and between the
Commission and the Trustee, providing for the issuance of one or more series
of Refunding Bonds (the "Third Supplemental Indenture");
(2) a proposed form of Fourth Supplemental Indenture, by and between the
Commission and the Trustee, providing for the issuance of one or more series
of Refunding Bonds (the "Fourth Supplemental Indenture");
a proposed form of Purchase Contract setting forth the terms of sale of the
Refunding Bonds;
(4) a proposed form of official statement in preliminary form to be distributed
in connection with the offering and sale of the Refunding Bonds (the
"Official Statement");
a proposed form of Continuing Disclosure Agreement to be executed and
delivered by the Commission (the "Continuing Disclosure Agreement") to
assist the Underwriters in satisfying their respective obligations under Rule
15c2-12 promulgated by the Securities and Exchange Commission; and
(6) a proposed form of Escrow Agreement (the "Escrow Agreement"), by and
between the Commission and the Trustee, as Escrow Agent (the "Escrow
Agent");
(3)
WHEREAS, the Commission has been presented with proposed forms of the Financing
Documents relating to the financing described herein (the "Financing"), and the Commission has
examined and approved each document and desires to authorize and direct the execution of such
documents as are specified herein and such other documents as are necessary in connection with
the Financing and to authorize and direct the consummation of the Financing;
WHEREAS, payment of the CP Notes is supported by an Irrevocable Direct Draw Letter
of Credit (the "Letter of Credit") provided by State Street Bank and Trust Company with a stated
expiration date of October 7, 2020, and it is in the interests of the Commission to extend, amend
or replace the Letter of Credit prior to such date;
WHEREAS, the Commission previously authorized, pursuant to its Resolution No. 05-
001, its Resolution No. 10-006, its Resolution No. 12-009, its Resolution No. 13-021, its
Resolution No. 14-027 and its Resolution 17-006 (collectively, the "Prior Resolutions"), that all
consents, approvals, directions, notices, orders, requests and other actions required or permitted
by any of the documents authorized in such Prior Resolutions, including, without limitation,
actions which may be necessary or desirable in connection with any amendment of any such
documents, or the termination, extension or replacement of a letter of credit, the removal or
replacement of a trustee or dealer for the CP Notes, or any similar action may be given or taken by
4165-0313-5009.8
an Authorized Representative (as such term is defined in the CP Indenture), without further
authorization or direction by this Commission, and the Commission has further authorized and
directed each Authorized Representative to give any such approval, consent, direction, notice,
order, or request and to take any such action which such Authorized Representative may deem
necessary or desirable to further the purposes of such Prior Resolutions (collectively, the "Prior
Authorization"), and the Commission now wishes to ratify, confirm and extend its Prior
Authorization;
WHEREAS, the Commission desires to adopt a restated local debt policy (the "Debt
Management Policy") that complies with California Government Code Section 8855(i), and the
Commission's sale and issuance of the Refunding Bonds as contemplated by this Resolution is in
compliance with the Debt Management Policy;
WHEREAS, pursuant to Section 5852.1 of the California Government Code, the
Commission has received certain representations and good faith estimates from Fieldman, Rolapp
& Associates, Inc., the Commission's municipal advisor, including: (a) the true interest cost of the
Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the
Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be received net
of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded
with proceeds of the Refunding Bonds, and (d) the sum total of all debt service payments on the
Refunding Bonds calculated to the final maturity of the Refunding Bonds plus the fees and charges
paid to third parties not paid with the proceeds of the Refunding Bonds, and such good faith
estimates have been disclosed in a staff report by the Commission at this meeting; and
WHEREAS, all acts, conditions and things required by the Act, the Refunding Bond Law
and the Constitution and laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the issuance of the Refunding Bonds and
consummation of the Financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the Commission is
now duly authorized and empowered, pursuant to each and every requirement of law, to authorize
such Financing and to authorize the execution of the Financing Documents, for the purposes, in
the manner and upon the terms provided;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
Section 2. The issuance by the Commission of not to exceed $725,000,000 aggregate
principal amount of Riverside County Transportation Commission Toll Revenue Refunding
Bonds, with such additional or other series designations as may be necessary or beneficial in
marketing the Refunding Bonds, in accordance with the provisions set forth in the Toll Revenue
Indenture, as supplemented and amended by one or more supplemental indentures, including
without limitation the Third Supplemental Indenture and the Fourth Supplemental Indenture, in
one or more series or subseries as tax-exempt or taxable bonds issued as Senior Lien Obligations,
4165-0313-5009.8
Second Lien Obligations or Subordinate Obligations (each as defined in the Toll Revenue
Indenture), in order to provide funds for any or all of the following purposes, (i) refunding all or a
portion of the outstanding 2013 Series A Bonds, (ii) refunding the 2013 TIFIA Series Bonds by
prepaying the 2013 TIFIA Loan, (iii) funding capitalized interest, (iv) funding one or more reserve
funds, and (v) paying the costs of issuance incurred in connection with such bonds, is hereby
authorized and approved; provided that the true interest cost for the Refunding Bonds shall not
exceed 6.00%.
Section 3. The proposed forms of Third Supplemental Indenture and Fourth
Supplemental Indenture presented to this meeting and the terms and conditions thereof are hereby
approved. The structure (which may include serial bonds and term bonds), date, maturity date or
dates (not to exceed June 1, 2051), fixed interest rate or rates, principal and interest payment dates,
denominations, forms, registration privileges, manner of execution, place or places of payment,
terms of redemption, additional series designation and number thereof and other terms of the
Refunding Bonds shall be (subject to the foregoing limitations) as provided in the Toll Revenue
Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and any
additional supplemental indentures executed in connection with the Financing, each as finally
executed and delivered. The Executive Director of the Commission (the "Executive Director") is
hereby authorized and directed, for and in the name and on behalf of the Commission, to execute
and deliver the Third Supplemental Indenture and the Fourth Supplemental Indenture, together
with any additional supplemental indentures as may be necessary or desirable in connection with
the Financing, in substantially said form, each with such changes therein as the officer executing
the same may require or approve, such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 4. The proposed form of Purchase Contract presented to this meeting and the
terms and conditions thereof are hereby approved. The Executive Director is hereby authorized
and directed, for and in the name and on behalf of the Commission, to sell the Refunding Bonds
to the Underwriters pursuant to one or more Purchase Contracts, with the Underwriters'
compensation not to exceed 0.60% of the principal amount of the Refunding Bonds, and to execute
and deliver such Purchase Contract(s), in substantially said form, with such changes therein as the
officer executing the same may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
Section 5. The proposed form of Official Statement presented to this meeting is hereby
approved. The Executive Director is hereby authorized and directed to execute and deliver one or
more Official Statements in substantially said form, with such changes, insertions and deletions as
may be approved by the Executive Director, said execution being conclusive evidence of such
approval; and the Executive Director is hereby authorized to execute a certificate confirming that
the Official Statements in preliminary form are "deemed final" by the Commission for purposes
of Securities and Exchange Commission Rule 15c2-12. The distribution by the Underwriters of
copies of the Official Statements in final form to the purchasers of the applicable Refunding Bonds
and the distribution by the Underwriters of the Official Statements in preliminary form to potential
purchasers of the applicable Refunding Bonds are hereby authorized and approved.
Section 6. The proposed form of Continuing Disclosure Agreement presented to this
meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in
4165-0313-5009.8
the name and on behalf of the Commission, to execute and deliver one or more Continuing
Disclosure Agreements in substantially said form, with such changes therein as such officer
executing the same may require or approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 7. The proposed form of Escrow Agreement presented to this meeting is
hereby approved. The Executive Director is hereby authorized and directed, for and in the name
and on behalf of the Commission, to execute and deliver one or more Escrow Agreements, each
relating to the 2013 Series A Bonds or the 2013 TIFIA Series Bonds, as applicable, in substantially
said form, with such changes therein as such officer executing the same may require or approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Section 8. The Commission hereby adopts the Debt Management Policy attached
hereto as Exhibit A. The Commission hereby determines that the Debt Management Policy
complies with California Government Code Section 8855(i), and that the Refunding Bonds
authorized to be issued pursuant to this Resolution are consistent with such policy.
Section 9. All approvals, consents, directions, notices, orders, requests and other
actions permitted or required by any of the documents authorized by this Resolution, the Toll
Revenue Indenture, the 2013 TIFIA Loan Agreement, the CP Notes and the Letter of Credit,
whether before or after the issuance of the Refunding Bonds, including, without limitation, any
amendment of any such documents or other agreement related thereto or to any of the
Commission's bonds or CP Notes, including an extension or amendment of the Letter of Credit,
and any of the foregoing that may be necessary or desirable in connection with any reserve facility,
any investment of proceeds of the Refunding Bonds, or in connection with the addition, subtraction
or replacement of underwriters, or any agreements with consultants, paying agents, escrow agents
or verification agents, the removal or replacement of the Trustee, or any similar action may be
given or taken by the Executive Director, the Deputy Executive Director of the Commission or the
Chief Financial Officer of the Commission, acting singly (each, an "Authorized Officer"), without
further authorization or direction by the Commission, and each Authorized Officer, acting singly,
is hereby authorized and directed to give any such approval, consent, direction, notice, order,
request, or other action and to execute such documents and take any such action which such
Authorized Officer may deem necessary or desirable to further the purposes of this Resolution.
Section 10. All actions heretofore taken by the officers and agents of the Commission
with respect to the Financing, the Financing Documents and the issuance and sale of the Refunding
Bonds are hereby ratified, confirmed and approved. The Commission hereby further ratifies,
confirms and extends its Prior Authorization in the Prior Resolutions relating to the CP Notes. If
at the time of execution of any of the documents authorized herein, the Executive Director is
unavailable, such documents may be executed by the Deputy Executive Director of the
Commission or the Chief Financial Officer in lieu of the Executive Director. The Chair of the
Board or, in the absence of such official, a Vice Chair of the Board, is hereby authorized to execute
and deliver the Refunding Bonds, and the Chief Financial Officer of the Commission is hereby
authorized to countersign the Refunding Bonds. The Clerk of the Board is hereby authorized to
attest to the execution by an Authorized Officer of any of such documents as said officers deem
appropriate.
4165-0313-5009.8
The officers and agents of the Commission are hereby authorized and directed, jointly and
severally, for and in the name and on behalf of the Commission, to adopt or amend written
procedures relating to its bonds and to do any and all things and to take any and all actions and to
execute and deliver any and all agreements, certificates and documents, including, without
limitation, redemption notices, escrow agreements, reserve facility agreements, signature
certificates, no litigation certificates, certificates concerning the contents of the Official Statements
and the representations and warranties in the Purchase Contracts and the other Financing
Documents, any tax certificates or agreements, any agreements for depository or verification
services, reimbursement agreements, investment instructions, including investments in State and
Local Government Series treasury securities and other investments permitted pursuant to the Toll
Revenue Indenture, including without limitation the Third Supplemental Indenture and Fourth
Supplemental Indenture, and any agreements for rebate compliance services, which they, or any
of them, may deem necessary or advisable in order to consummate the Financing, the issuance and
sale of the Refunding Bonds, the execution and delivery of the Financing Documents and
otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the
Act, the Refunding Bond Law, the Refunding Bonds and the other documents approved hereby.
Section 11. The custodian of record for this action shall be the Clerk of the Board of the
Commission at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor,
Riverside, CA.
Section 12. This Resolution shall take effect immediately upon its adoption and
approval.
4165-0313-5009.8
APPROVED AND ADOPTED by the Riverside County Transportation Commission at
its meeting on March 11, 2020.
By:
Chair of the Board of Commissioners
ATTEST:
By:
Clerk of the Board of the Commission
4165-0313-5009.8
CERTIFICATE OF THE CLERK OF THE BOARD OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
I, Lisa Mobley, Clerk of the Board of the Riverside County Transportation Commission
(the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution
duly adopted by at least a two-thirds vote of the Commission at a meeting of the governing board
of said Commission duly and regularly held in Riverside, California, on March 11, 2020, of which
meeting all of the members of said Commission had due notice.
I further certify that I have carefully compared the foregoing copy with the original minutes
of said meeting on file and of record in my office; that said copy is a full, true and correct copy of
the original resolution adopted at said meeting and entered in said minutes; and that said resolution
has not been amended, modified, rescinded or revoked in any manner since the date of its adoption,
and the same is now in full force and effect.
I further certify that an agenda of said meeting was posted at least 72 hours before said
meeting at a location in Riverside, California, freely accessible to the public and a brief general
description of the resolution to be adopted at said meeting appeared on said agenda.
IN WITNESS WHEREOF, I have executed this certificate hereto as of this date,
, 2020.
By
Clerk
4165-0313-5009.8
EXHIBIT A
DEBT MANAGEMENT POLICY
4165-0313-5009.8
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DEBT MANAGEMENT POLICY
Adopted on March _, 2020
TABLE OF CONTENTS
I. PURPOSE 1
II. SCOPE OF DEBT POLICY 1
III. LEGAL AUTHORITY; COMPLIANCE WITH LAWS, RESOLUTIONS, DEBT
DOCUMENTS AND CONTRACTS 2
A) Legal Authority 2
B) Compliance with Law 3
C) Compliance with Issuer Resolutions and Debt Documents 3
D) Compliance with Other Agreements 3
E) Compliance with California Government Code Section 8855(i) 3
IV. ADMINISTRATION OF DEBT POLICY 4
A) Issuer 4
B) Chief Financial Officer 4
C) Procedures for Approval of Debt 6
D) Considerations in Approving Issuance of Debt 6
V. PURPOSES FOR DEBT 6
A) New Money Debt 6
B) Refunding Debt 7
VI. TYPES OF AND LIMITATIONS ON DEBT 7
A) Long -Term Debt 7
B) Short -Term Debt 8
C) Sales Tax Revenue Debt 8
D) Other Revenue Debt 8
E) Other Federal, State and Local Programs 8
F) Fixed -Rate Debt 8
G) Variable Rate Debt 9
VII. TERMS AND PROVISIONS OF DEBT 9
A) Debt Service Structure 9
B) Amortization of Principal 9
C) Capitalized Interest 9
D) Call Provisions for Debt 9
E) Payment of Interest 10
F) Determination of Variable Interest Rates on Debt 10
G) Tender Options on Debt 10
H) Multi -Modal Debt 11
I) Debt Service Reserve Funds 11
J) Lien Levels 11
K) Debt Service Coverage 11
-i-
L) Build America Bond and Recovery Zone Economic Development Bond
Subsidies 12
VIII. MAINTENANCE OF LIQUIDITY; RESERVES 12
IX. INVESTMENT OF DEBT PROCEEDS AND RELATED MONEYS 12
X. THIRD PARTY CREDIT ENHANCEMENT 12
A) Bond Insurance 12
B) Credit Facilities 13
XI. USE OF DERIVATIVES 13
XII. METHODS OF SALE AND PRICING OF DEBT 13
A) Competitive Sale 14
B) Negotiated Sale 14
C) Private Placement 15
D) Direct Purchase; Direct Loan; Revolving Obligations 15
XIII. DEBT REDEMPTION PROGRAMS 15
XIV. PROFESSIONAL SERVICES 16
A) Municipal Advisors 16
B) Bond Counsel, Disclosure Counsel and Other Legal Counsel 16
C) Issuer Consultant 17
D) Trustees and Fiscal Agents 17
E) Underwriters/Remarketing Agents/Broker-Dealers 17
F) Feasibility Consultants 17
G) Arbitrage Rebate Services Providers 17
H) Other Professional Services 18
XV. BUDGETING AND CAPITAL PLANNING 18
XVI. CREDIT RATING OBJECTIVES 18
XVII. DEBT AFFORDABILITY 19
XVIII. RELATIONSHIPS WITH MARKET PARTICIPANTS 19
XIX. PERIODIC REVIEW 19
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DEBT MANAGEMENT POLICY
Dated as of March 11, 2020
I. Purpose
The purpose of this Debt Management Policy (Debt Policy) is to establish comprehensive
guidelines for the issuance and management of debt (Debt) issued by the Riverside
County Transportation Commission (Issuer) located in Riverside County, California
(County). This Debt Policy is intended to help ensure that:
i. The Issuer, the Board of Commissioners as the governing body of the Issuer (Board),
and Issuer management and staff adhere to sound debt issuance and management
practices;
ii. The Issuer achieves the most advantageous cost of capital within prudent risk
parameters;
iii. The Issuer preserves future financial flexibility; and
iv. The Issuer preserves and enhances the credit ratings assigned to its Debt.
II. Scope of Debt Policy
This Debt Policy shall provide guidance for the issuance and management of bonds and
other forms of indebtedness of the Issuer, together with any credit, liquidity and other
ancillary instruments and agreements secured or executed in connection with such
transactions. The Chief Financial Officer of the Issuer (CFO) is the designated
administrator of the Debt Policy. The CFO shall have the day-to-day responsibility and
authority for structuring, implementing and managing the Issuer's debt and financing
program. The Debt Policy requires that each Debt issuance be specifically authorized by
the Board.
While adherence to this Debt Policy is recommended in applicable circumstances, the
Issuer recognizes that changes in the capital markets, Issuer programs and other
unforeseen circumstances may produce situations that are not covered by the Debt Policy
or require modifications or exceptions to achieve Debt Policy goals. In these cases,
management flexibility is appropriate, provided specific authorization from the Board is
obtained. The Issuer may approve Debt and other related agreements the terms or
provisions of which deviate from this Debt Policy, upon the recommendation CFO and
approval of the Board, as circumstances warrant. The failure by the Issuer to comply with
any provision of this Debt Policy shall not affect the validity of any Debt that is otherwise
duly authorized and executed.
1
III. Legal Authority; Compliance with Laws, Resolutions, Debt Documents and Contracts
A) Legal Authority
The Issuer has exclusive authority to plan and issue Debt for Issuer -related purposes,
subject to approval by the Board. Specific authority includes:
1) Ordinance No. 02-001, the Transportation Expenditure Plan and Retail Transaction
and Use Tax Ordinance, adopted by the Board on May 8, 2002, pursuant to the
provisions of the Riverside County Transportation Sales Tax Act, being Division 25
of the Public Utilities Code (PUC) of the State of California (Section 240000 et seq.)
and approved by more than two-thirds of the electors voting on the measure on
November 5, 2002, which Ordinance provides for the imposition of a retail
transactions and use tax (Sales Tax) applicable in the incorporated and
unincorporated territory of the County;
2) Section 240309 of the California PUC, which authorizes the Issuer to issue from
time to time limited tax bonds (defined to include indebtedness and securities of
any kind or class, including sales tax revenue bonds), secured and payable in whole
or in part from revenues of the Sales Tax;
3) Ordinance No. 10-002, amending Ordinance No. 02-001, adopted by the Board on
July 24, 2010 and approved by a majority of the voters voting on such ordinance
at an election held on November 2, 2010;
4) Division 12 of the California PUC (Section 130000 et seq.) (as amended, including
by Chapter 714 of the California Statutes of 2008 (Senate Bill No. 1316), and as it
may be amended from time to time hereafter) (SB 1316), which authorizes the
Issuer to set, levy and collect tolls, user fees, or other similar charges, payable for
use of the toll lanes and other facilities on the portion of State Highway Route 91
(SR-91) between the Orange County and Riverside County line to the west and
Interstate 15 (1-15) to the east and to issue one or more series of bonds or other
obligations pursuant to the terms and conditions of a resolution adopted by a two-
thirds vote of the Issuer, which obligations may be payable from the proceeds of
such tolls or other revenue pledged; and
5) Streets and Highways Code Sections 149.7 and 149.8, including Chapter 421 of the
California Statutes of 2008 (Assembly Bill 1954) (AB 1954), which authorizes the
Issuer to set, levy and collect tolls, user fees, or other similar charges, payable for
use of high -occupancy toll lanes and other facilities in the 1-15 corridor in the
County and to issue one or more series of bonds or other obligations pursuant to
the terms and conditions of a resolution adopted by a two-thirds vote of the
Issuer, which obligations may be payable from the proceeds of such tolls or other
revenue pledged.
2
B) Compliance with Law
All Debt of the Issuer shall be issued in accordance with applicable Federal and State
laws, rules and regulations, including without limitation the Internal Revenue Code of
1986 (Code) with respect to the issuance of tax-exempt Debt, the Securities Act of
1933 and the Securities Exchange Act of 1934, in each case as supplemented and
amended, and regulations promulgated pursuant to such laws.
C) Compliance with Issuer Resolutions and Debt Documents
Debt of the Issuer shall be issued in accordance with applicable resolutions and debt
documents of the Issuer, in each case as supplemented and amended.
D) Compliance with Other Agreements
Debt of the Issuer shall be issued in compliance with any other agreements of the
Issuer with credit or liquidity providers, bond insurers or other third parties.
E) Compliance with California Government Code Section 8855(i)
This Debt Policy complies with California Government Code Section 8855(i) (California
Senate Bill 1029 (2016)). The following paragraph cross-references the debt policy
requirements of SB 1029 with the relevant sections of this policy.
1) California Government Code Section 8855(i)(1)(A): The purposes for which the
debt may be used. See Section V: Purposes for Debt.
2) California Government Code Section 8855(i)(1)(B): The types of debt that may be
issued. See Section VI: Types of and Limitations on Debt.
3) California Government Code Section 8855(i)(1)(C): The relationship of the debt to,
and integration with, the issuer's capital improvement program or budget. See
Section XV: Budgeting and Capital Planning.
4) California Government Code Section 8855(i)(1)(D): Policy goals related to the
issuer's planning goals and objectives. See Section 1: Purpose.
5) California Government Code Section 8855(i)(1)(E): The internal control
procedures that the issuer has implemented, or will implement, to ensure that the
proceeds of the proposed debt issuance will be directed to the intended use. See
Section IV: Administration of Debt Policy.
Section 8855(i) of the California Government Code also requires certain reports to be
prepared and filed with the California Debt and Investment Advisory Commission
(CDIAC). These include the following:
3
" R e p o r t o f P r o p o s e d D e b t I s s u a n c e : I s s u e r m u s t n o t i f y C D I A C o f i t s i n t e n t t o i s s u e
D e b t a t l e a s t 3 0 d a y s b e f o r e t h e s a l e o f t h e D e b t , i n c l u d i n g a c e r t i f i c a t i o n b y t h e
I s s u e r t h a t i t h a s a d o p t e d l o c a l d e b t p o l i c i e s w h i c h s h a l l i n c l u d e t h e e l e m e n t s
i d e n t i f i e d i n S e c t i o n I I I . E . 1 - 5 a b o v e , a n d t h a t t h e c o n t e m p l a t e d D e b t i s s u a n c e i s
c o n s i s t e n t w i t h t h o s e l o c a l d e b t p o l i c i e s ;
" R e p o r t o f F i n a l S a l e o f D e b t : N o l a t e r t h a n 2 1 d a y s a f t e r t h e s a l e o f t h e D e b t , t h e
I s s u e r m u s t r e p o r t t o C D I A C a n d i n c l u d e t h e p r i c i n g o n t h e D e b t ( i n a d d i t i o n t o t h e
i n f o r m a t i o n p r o v i d e d i n t h e R e p o r t o f P r o p o s e d D e b t I s s u a n c e ) ; a n d
" A n n u a l D e b t T r a n s p a r e n c y R e p o r t : I f a r e p o r t o f f i n a l s a l e i s s u b m i t t e d t o C D I A C
o n o r a f t e r J a n u a r y 2 1 , 2 0 1 7 , I s s u e r m u s t p r o v i d e a n a n n u a l r e p o r t t o C D I A C u n t i l
t h e D e b t h a s b e e n r e p a i d a n d t h e p r o c e e d s h a v e b e e n f u l l y s p e n t . T h e r e p o r t
c a p t u r e s f o r t h e r e p o r t i n g p e r i o d b e g i n n i n g a n d e n d i n g b a l a n c e s o n p r i n c i p a l
o u t s t a n d i n g , a u t h o r i t y r e m a i n i n g , a n d t h e u s e o f D e b t p r o c e e d s . T h e r e p o r t i n g
p e r i o d i s J u l y 1 t h r o u g h J u n e 3 0 .
I V . A d m i n i s t r a t i o n o f D e b t P o l i c y
A ) I s s u e r
T h e I s s u e r s h a l l b e r e s p o n s i b l e f o r :
1 ) A p p r o v a l o f t h e i s s u a n c e o f a l l D e b t a n d t h e t e r m s a n d p r o v i s i o n s t h e r e o f ;
2 ) A p p o i n t m e n t o f m u n i c i p a l a d v i s o r s , b o n d c o u n s e l , d i s c l o s u r e c o u n s e l , I s s u e r
c o n s u l t a n t s , u n d e r w r i t e r s , f e a s i b i l i t y c o n s u l t a n t s , t r u s t e e a n d o t h e r p r o f e s s i o n a l s
r e t a i n e d i n c o n n e c t i o n w i t h t h e i s s u a n c e o f D e b t ;
3 ) A p p r o v a l o f t h i s D e b t P o l i c y a n d a n y s u p p l e m e n t s o r a m e n d m e n t s ;
4 ) P e r i o d i c a p p r o v a l o f p r o p o s e d I s s u e r a n n u a l a n d s u p p l e m e n t a l b u d g e t s f o r
s u b m i s s i o n t o t h e B o a r d , i n c l u d i n g w i t h o u t l i m i t a t i o n p r o v i s i o n s f o r t h e t i m e l y
p a y m e n t o f p r i n c i p a l o f a n d i n t e r e s t o n a l l D e b t ; a n d
5 ) M a i n t a i n i n g i n t e r n a l c o n t r o l p r o c e d u r e s w i t h r e s p e c t t o D e b t p r o c e e d s . D e b t
p r o c e e d s w i l l b e h e l d e i t h e r b y a t h i r d - p a r t y t r u s t e e , w h i c h w i l l d i s b u r s e s u c h
p r o c e e d s t o t h e I s s u e r u p o n t h e s u b m i s s i o n o f o n e o r m o r e w r i t t e n r e q u i s i t i o n s ,
o r b y t h e I s s u e r t o b e h e l d a n d a c c o u n t e d f o r i n a s e p a r a t e f u n d o r a c c o u n t , t h e
e x p e n d i t u r e o f w h i c h w i l l b e c a r e f u l l y d o c u m e n t e d b y t h e I s s u e r .
B ) C h i e f F i n a n c i a l O f f i c e r
T h e C F O s h a l l h a v e r e s p o n s i b i l i t y a n d a u t h o r i t y f o r t h e s t r u c t u r e , i s s u a n c e a n d
m a n a g e m e n t o f t h e I s s u e r ' s D e b t a n d f i n a n c i n g p r o g r a m s . T h e s e r e s p o n s i b i l i t i e s s h a l l
i n c l u d e , b u t n o t b e l i m i t e d t o , t h e f o l l o w i n g :
1 ) D e t e r m i n i n g t h e a p p r o p r i a t e s t r u c t u r e a n d t e r m s f o r a l l p r o p o s e d D e b t
t r a n s a c t i o n s ;
4
2) Undertaking to issue Debt at the most advantageous interest and other costs
consistent with prudent levels of risk;
3) Ensuring compliance of any proposed Debt with any applicable additional debt
limitations under State law, or the Issuer's Debt Policy, resolutions and debt
documents;
4) Seeking approval from the Board for the issuance of Debt or other debt
obligations;
5) Coordinating with other public agencies in connection with necessary approvals
associated with Debt issuance;
6) Recommending to the Board the manner of sale of any Debt or other
debt transactions;
7) Monitoring opportunities to refund outstanding Debt to achieve debt service
savings, and recommending such refunding to the Board, as appropriate;
8) Providing for and participating in the preparation and review of all legal and
disclosure documents in connection with the issuance of any Debt by the Issuer;
9) Recommending the appointment of municipal advisors, bond counsel, disclosure
counsel, Issuer consultants, underwriters, feasibility consultants and other
professionals retained in connection with the Issuer's debt issuance as necessary
or appropriate;
10) Distributing information regarding the business operations and financial condition
of the Issuer to appropriate bodies on a timely basis in compliance with any
applicable continuing disclosure requirements;
11) Communicating regularly with the rating agencies, bond insurers, investment
providers, institutional investors and other market participants related to the
Issuer's Debt;
12) Maintaining records with summary information regarding all of the Issuer's
outstanding Debt and other debt obligations; and
13) Maintaining the following documents for the term of the Issuer's Debt (including
refunding Debt, if any) plus three (3) years:
a) Electronic or physical copies of the Debt closing transcript and other relevant
documentation in connection with the closing of the issuance of Debt;
b) Electronic or physical copies of all material documents related to capital
expenditures financed or refinanced by Debt proceeds, including construction
contracts, purchase orders, invoices, trustee requisitions and payment records
as well as other documents relating to costs reimbursed with Debt proceeds
and records identifying the assets or portion of assets that are financed with
tax-exempt Debt proceeds;
c) Electronic or physical copies of all contracts and arrangements involving
private or unrelated use of the debt -financed assets; and
d) Electronic or physical copies of all records of investments, investment
agreements, arbitrage reports and underlying documents, including trustee
statements.
5
C) Procedures for Approval of Debt
Proposed issuances of Debt by the Issuer shall be submitted to and subject to
authorization and approval by the Board.
D) Considerations in Approving Issuance of Debt
The Issuer may take into consideration any or all of the following factors, as
appropriate, prior to approving the proposed issuance of Debt:
1) Whether the proposed issuance complies with this Debt Policy;
2) Source(s) of payment and security for the Debt;
3) Projected revenues and other benefits from the projects proposed to be funded;
4) Projecting operating, other costs and potential revenues with respect to the
proposed projects;
5) Impacts, if any, on Issuer and Debt credit ratings;
6) Period, if any, over which interest on the Debt should be capitalized;
7) Extent to which debt service on the Debt should be level or non -level;
8) Appropriate lien priority of the Debt;
9) Adequacy of the proposed disclosure document.
V. Purposes for Debt
The Issuer may issue Debt for the purposes of financing and refinancing the costs of
capital projects undertaken by the Issuer. The Issuer may also issue Debt to pay
extraordinary unfunded costs, including, but not limited to, termination or other similar
payments due in connection with interest rate swaps (if any) and investment agreements
entered into in connection with Debt. Proceeds of Debt may be applied to pay costs of
issuance, to fund capitalized interest and debt service reserves and to pay costs incurred
in connection with securing credit enhancement, including, but not limited to, premiums
payable for letters of credit, standby bond purchase agreements, bond insurance and
reserve fund sureties.
The Issuer shall not issue Debt for the purpose of funding operating costs, except for the
purposes of funding pre -operations or initial operations and related reserves or other
working capital of a toll enterprise, as permitted by law.
A) New Money Debt
New money issues are those financings that generate additional funding to be
available for expenditure on capital projects. New money proceeds may not be used
to fund non -capital operational activities, except as provided above in Section V with
respect to toll enterprises.
6
B) Refunding Debt
The Issuer may issue Debt to refund the principal of and interest on outstanding Debt
of the Issuer or prior equity contributions of the Issuer, including in each case related
costs, all in accordance with any applicable indenture of the Issuer and State law, in
order to:
1) Achieve debt service savings;
2) Restructure scheduled debt service;
3) Refund equity contributions;
4) Convert from or to, or extend, a variable or fixed interest rate structure;
5) Change or modify the source or sources of payment and security for the
refunded Debt; or
6) Modify covenants otherwise binding upon the Issuer.
Refunding Debt may be issued either on a current or advance basis, including on a tax-
exempt basis as permitted by applicable Federal tax laws. The Issuer may also utilize
a tender offer process to refund Debt that is not otherwise subject to optional call by
the Issuer.
Refunding Debt should be issued to achieve debt service savings in most cases if the
threshold present value savings level (net of all issuance costs and any cash
contribution to the refunding) is at least three percent (3%) of the par value of the
refunded Debt. Refundings which do not produce savings are permitted if justified
based on the need for restructuring existing Debt, removing covenants/pledges that
are restrictive and/or no longer required by the market and/or making other changes
in debt documents that would benefit the current, short-term, or long term capital
cost of the Issuer, or for any other purpose as may be approved by the CFO with the
concurrence of the Executive Director.
VI. Types of and Limitations on Debt
A) Long -Term Debt
The Issuer may issue Debt with longer -term maturities to amortize Issuer capital or
other costs over a period commensurate with the expected life, use or benefit
provided by the project, program or facilities financed from such Debt. Long-term
Debt will generally have a final maturity of five (5) years or more. Long-term debt is
appropriate for financing essential capital projects and certain capital equipment
where the project being financed will provide benefit over multiple years and the
Issuer considers the project to be of time -sensitive need.
7
B) Short -Term Debt
The Issuer may issue Debt with shorter -term maturities to provide interim funding for
capital projects and expenditures that are ultimately likely to be funded from another
source such as a grant, a long-term Debt issue, or the receipt of Federal or State
grants, other revenues, and/or for cash flow management. Short-term Debt shall
consist of Debt of an issue with a final maturity of less than five (5) years and may
include, but is not limited to, Debt in the form of Tax and Revenue Anticipation Notes,
Bond Anticipation Notes, Grant Anticipation Notes, and/or Commercial Paper.
C) Sales Tax Revenue Debt
If and to the extent authorized in accordance with applicable provisions of State law,
the Issuer may issue Debt payable in whole or in part from sales tax revenues. It is
expected that sales tax revenue debt will represent a principal form of Debt of the
Issuer.
D) Other Revenue Debt
If and to the extent authorized in accordance with applicable provisions of State law,
the Issuer may issue Debt payable in whole or in part from other types of revenues,
such as toll and related non -toll revenues. It is expected that toll revenue debt will
represent a principal form of Debt of the Issuer.
E) Other Federal, State and Local Programs
The Issuer may also participate in federal loans administered or provided by the
United States Department of Transportation, including, but not limited to, loans
provided under the Transportation Infrastructure Finance and Innovation Act (TIFIA),
as well as other federal, state or local, loan or bond programs, and may secure credit
enhancement and/or credit support provided under federal, state or local programs,
provided such loans, bonds or programs provide an attractive funding cost or other
desirable features such as, but not limited to, deep subordination of the repayment
obligation, an unusually long repayment term, or no payment due until a certain
period after substantial project completion.
F) Fixed -Rate Debt
The Issuer may issue Debt that bears a fixed-rate rate of interest.
8
G) Variable Rate Debt
The Issuer may also issue Debt that bears a variable rate of interest, including, but not
limited to, variable rate demand obligations, commercial paper and floating rate
notes.
VII. Terms and Provisions of Debt
A) Debt Service Structure
The Issuer shall design the financing schedule and repayment of Debt so as to take
advantage of market conditions, provide flexibility and, as practical, to recapture or
maximize its debt capacity for future use. Annual debt service payments for Debt
payable from sales tax revenues will generally be structured on a level basis; however,
for Debt backed by sales tax revenues and other sources of revenue, principal
amortization may occur more quickly or slowly where permissible to mirror Debt
repayment revenue streams and/or provide future financing flexibility.
B) Amortization of Principal
Long-term Debt of the Issuer shall be issued with maturities that amortize the
principal of such Debt over a period commensurate with the expected life, use or
benefit (measured in years) provided by the projects, programs and/or facilities
financed from the proceeds of such Debt. The weighted average maturity of such Debt
(if issued as tax-exempt Debt) should not exceed one hundred and twenty percent
(120%) of the reasonably estimated weighted average life, use or benefit (measured
in years) of the projects, programs and/or facilities financed from the proceeds of such
Debt or otherwise in compliance with the Code.
Amortization of principal may be achieved either through serial maturities and/or
through term Debt subject to mandatory sinking fund payments and/or optional
redemptions.
C) Capitalized Interest
The Issuer may fund interest on Debt from proceeds of Debt for legal, budgeting or
structuring purposes, subject to any limitations of state law or federal tax law, as
applicable.
D) Call Provisions for Debt
1) Optional Call Provisions. The Issuer shall seek to include the shortest practicable
optional call rights, with and/or without a call premium, consistent with optimal
pricing of such Debt. Call premiums, if any, should not be in excess of then
9
prevailing market standards for similar Debt to the extent consistent with the
most advantageous borrowing cost for the Issuer. Make -whole calls and non -
callable maturities may be considered and used to accommodate market
requirements or other advantageous benefits to the Issuer.
2) Extraordinary Call Provisions. The Issuer, at its option, may include extraordinary
call provisions, including for example with respect to unspent proceeds, damage
to or destruction of the project or facilities financed, or other matters, as the
Issuer may determine is necessary or desirable.
E) Payment of Interest
1) Current Interest Debt may be issued. It is anticipated that the interest on most
Debt issued will be paid on a current interest basis.
2) Deferred Interest Debt may also be issued. Debt of the Issuer may be issued with
the payment of actual or effective interest deferred in whole or in part to the
maturity or redemption date of each debt instrument, or the conversion of such
debt instrument to a current interest -paying debt instrument (known,
respectively, as capital appreciation bonds, zero coupon bonds and convertible
capital appreciation bonds). Deferred Interest Debt may be issued to achieve
optimal sizing, debt service structuring, pricing or other purposes.
F) Determination of Variable Interest Rates on Debt
The interest rate from time to time on Debt the interest of which is not fixed to
maturity may be determined in such manner that the Issuer determines, including
without limitation on a daily, weekly, monthly or other periodic basis, by reference to
an index, prevailing market rates or other measures, and by or through remarketing
or other methods.
G) Tender Options on Debt
The Issuer may issue Debt subject to the right or obligation of the holder to tender
the Debt back to the Issuer for purchase, including, for example, to enable the holder
to liquidate their position, or upon the occurrence of specified credit events, interest
rate mode changes or other circumstances. The obligation of the Issuer to make
payments to the holder upon any such tender may be secured by:
1) A credit or liquidity facility from a financial institution in an amount at least equal
to the principal amount of the Debt subject to tender;
2) A liquidity or similar account into which the Issuer shall deposit and maintain an
amount at least equal to the principal amount of the Debt subject to tender; or
3) Other means of self -liquidity that the Issuer deems prudent.
10
H) Multi -Modal Debt
The Issuer may issue Debt that may be converted between two or more interest rate
modes without the necessity of a refunding. Such interest rate modes may include,
without limitation: daily interest rates, weekly interest rates, index rates, other
periodically variable interest rates, commercial paper rates, auction rates, fixed rates
for a term and fixed rates to maturity (in each case with or without tender options).
I) Debt Service Reserve Funds
The Issuer may issue Debt that is secured by amounts on deposit in or credited to a
debt service reserve fund or account in order to minimize the net cost of borrowing
and/or to provide additional reserves for debt service or other purposes. Debt service
reserve funds may secure one or more issues of Debt, and may be funded by proceeds
of Debt, other available moneys of the Issuer, and/or by surety policies, letters or lines
of credit or other similar instruments. Surety policies, letters or lines of credit or other
similar instruments may be substituted for amounts on deposit in a debt service
reserve fund if such amounts are needed for capital projects or other purposes.
Amounts in the debt service reserve funds shall be invested, in accordance with the
requirements of the applicable Debt documents, in order to:
1) Minimize the risk of loss;
2) Maximize the rate of return on such amounts;
3) Minimize volatility in the value of such investments; and
4) Maximize liquidity so that such amounts will be available if it is necessary to
draw upon them.
J) Lien Levels
The Issuer may create pledges at various lien priority levels, for any fund source which
secures Debt repayment, in order to optimize financing capacity.
K) Debt Service Coverage
The Issuer shall maintain a debt service coverage of at least 200% or 2x the maximum
annual debt service on all outstanding sales tax revenue bonds, although debt
documents may establish a minimum threshold of at least 150% or 1.5x the maximum
annual debt service on all outstanding sales tax revenue bonds.
Debt service coverage for toll revenue bonds shall be at least 150% or 1.5x the annual
debt service in each fiscal year on all outstanding senior lien obligations and 130% or
1.3x the annual debt service in each fiscal year on all outstanding senior lien
obligations, second lien obligations and subordinate obligations.
11
L) Build America Bond and Recovery Zone Economic Development Bond Subsidies
The Issuer is responsible to ensure compliance with all Federal laws and regulations
(Federal Requirements) associated with the issuance of tax-exempt debt (Tax -Exempt
Obligations) and tax -advantaged direct pay notes, bonds or other form of repayment,
including without limitation obligations issued under Section 54A or Section 1400U-2
of the Code (collectively, Tax Advantaged Obligations). Accordingly, the following
guidelines are provided and procedures established for compliance with Federal
Requirements in connection with the issuance of Tax -Exempt Obligations and Tax
Advantaged Obligations.
Unless otherwise instructed by bond counsel, at closing the Issuer will execute
documentation covenanting to comply with Federal rebate and arbitrage
requirements, including with respect to Tax Advantaged Obligations, as applicable.
VIII. Maintenance of Liquidity; Reserves
The Issuer may maintain unencumbered reserves in amounts at least sufficient, in the
determination of the Issuer, to cover unexpected revenue losses, extraordinary payments
and other contingencies, and to provide liquidity in connection with the Issuer's
outstanding Debt.
IX. Investment of Debt Proceeds and Related Moneys
Proceeds of Debt and amounts in the Issuer's debt service, project fund and debt service
reserve funds with respect to outstanding Debt shall be invested in accordance with the
terms of the applicable Debt documents and other applicable agreements of the Issuer.
X. Third Party Credit Enhancement
The Issuer may secure credit enhancement for its Debt from third -party credit providers
to the extent such credit enhancement is available upon reasonable, competitive and
cost-effective terms. Such credit enhancement may include municipal bond insurance
(Bond Insurance), letters of credit and lines of credit (collectively and individually, Credit
Facilities), as well as other similar instruments.
A) Bond Insurance
All or any portion of an issue of Debt may be secured by Bond Insurance provided by
municipal bond insurers (Bond Insurers) if it is economically advantageous to do so,
or if it is otherwise deemed necessary or desirable in connection with a particular
issue of Debt. The relative cost or benefit of Bond Insurance may be determined by
comparing the amount of the Bond Insurance premium to the present value of the
estimated interest savings to be derived as a result of the insurance.
12
B) Credit Facilities
The issuance of certain types of Debt requires a letter of credit or line of credit (Credit
Facility) from a commercial bank or other qualified financial institution to provide
liquidity and/or credit support. The types of Debt where a Credit Facility may be
necessary include commercial paper, variable rate Debt with a tender option and Debt
that could not receive an investment grade credit rating in the absence of such a
facility.
The criteria for selection of a Credit Facility provider shall include the following:
1) Long-term ratings from at least one nationally recognized credit rating agency
(collectively, the Rating Agencies) preferably to be equal to or better than those
of the Issuer or the Debt or short-term ratings from at least one Rating Agency of
at least P-I/A-I or equivalent, as applicable;
2) Experience providing such facilities to state and local government issuers;
3) Fees, including without limitation initial and ongoing costs of the Credit Facility;
draw, transfer and related fees; counsel fees; termination fees and any trading
differential; and
4) Willingness to agree to the terms and conditions proposed or required by the
Issuer.
XI. Use of Derivatives
Derivative products include but are not limited to interest rate swaps, interest rates caps
and collars and forward or other hedging agreements. Derivative products will be
considered in the issuance or management of debt only in instances where it has been
demonstrated to the satisfaction of the Issuer that the derivative product will either
provide a hedge that reduces risk of fluctuations in expense or revenue, or, alternatively,
where it will reduce total debt service cost in a manner that exceed the risks. Derivative
products will only be utilized following the Interest Rate Swap Policy adopted by the Board
on July 12, 2006 and with prior Board approval. In addition, an analysis of early
termination costs and other conditional terms must be completed by the Issuer's
municipal advisor prior to the approval of any derivative product by the Board. Such
analysis will document the risks and benefits associated with the use of the particular
derivative product.
XII. Methods of Sale and Pricing of Debt
There are three principal methods for the sale of Debt:
• Competitive;
• Negotiated and
13
" P r i v a t e p l a c e m e n t .
I n a d d i t i o n , D e b t m a y b e i n c u r r e d a s a d i r e c t l o a n . T h e I s s u e r s h a l l u t i l i z e t h e m e t h o d o f
s a l e t h a t ( a ) i s r e a s o n a b l y e x p e c t e d t o p r o d u c e t h e m o s t a d v a n t a g e o u s i n t e r e s t c o s t w i t h
r e s p e c t t o t h e D e b t a n d ( b ) p r o v i d e s t h e I s s u e r w i t h t h e f l e x i b i l i t y m o s t d e s i r a b l e i n
c o n n e c t i o n w i t h t h e s t r u c t u r i n g , t i m i n g o r t e r m s o f s u c h D e b t . T h e I s s u e r s h a l l u t i l i z e s u c h
m e t h o d t h a t i s l i k e l y t o p r o v i d e t h e m o s t a d v a n t a g e o u s b o r r o w i n g c o s t s a n d e x e c u t i o n
o n b e h a l f o f t h e I s s u e r .
D e b t m a y b e s o l d a t s u c h p r i c e s , i n c l u d i n g a t p a r , a p r e m i u m o r a d i s c o u n t , a s t h e I s s u e r ,
i n c o n s u l t a t i o n w i t h i t s m u n i c i p a l a d v i s o r , m a y d e t e r m i n e i s l i k e l y t o p r o d u c e t h e m o s t
a d v a n t a g e o u s i n t e r e s t c o s t u n d e r t h e n p r e v a i l i n g m a r k e t c o n d i t i o n s , s u b j e c t t o
c o m p l i a n c e w i t h a p p l i c a b l e S t a t e l a w a n d F e d e r a l s e c u r i t i e s l a w s .
A ) C o m p e t i t i v e S a l e
T h e c o m p e t i t i v e m e t h o d o f s a l e m a y b e a p p r o p r i a t e w h e n :
1 ) B o n d p r i c e s a r e s t a b l e o r t h e r e i s s t r o n g d e m a n d f o r t h e b o n d s ;
2 ) M a r k e t t i m i n g a n d i n t e r e s t r a t e s e n s i t i v i t y a r e n o t c r i t i c a l t o t h e p r i c i n g ;
3 ) I s s u e r h a s a s t r o n g c r e d i t r a t i n g a n d i s w e l l k n o w n t o i n v e s t o r s ;
4 ) T h e I s s u e r h a s s t r a i g h t f o r w a r d p o l i t i c a l a n d o r g a n i z a t i o n a l s t r u c t u r e , a n d t h e
p r o j e c t , f u n d i n g , a n d c r e d i t q u a l i t y a r e e a s y t o u n d e r s t a n d a n d m a r k e t t o p o t e n t i a l
i n v e s t o r s ; o r
5 ) T h e D e b t t y p e a n d s t r u c t u r e a r e c o n v e n t i o n a l a n d t h e t r a n s a c t i o n s i z e i s
m a n a g e a b l e .
B ) N e g o t i a t e d S a l e
A n e g o t i a t e d s a l e m a y b e a p p r o p r i a t e w h e n :
1 ) T h e r e i s m a r k e t v o l a t i l i t y o r w e a k d e m a n d a n d h i g h s u p p l y o f c o m p e t i n g
f i n a n c i n g s ;
2 ) T h e D e b t s t r u c t u r e i s c o m p l e x ;
3 ) I s s u e r h a s l o w e r o r w e a k e n i n g c r e d i t r a t i n g o r i s n o t w e l l k n o w n t o i n v e s t o r s ;
4 ) T h e D e b t h a s n o n - s t a n d a r d s t r u c t u r a l f e a t u r e s , s u c h a s a f o r w a r d d e l i v e r y ,
i s s u a n c e o f v a r i a b l e r a t e b o n d s , u s e o f d e r i v a t i v e p r o d u c t s , o r p o s s e s s e s a s p e c i f i c
s t r u c t u r i n g f e a t u r e t h a t b e n e f i t s f r o m a n e g o t i a t e d s a l e ;
5 ) E a r l y s t r u c t u r i n g a n d m a r k e t p a r t i c i p a t i o n b y u n d e r w r i t e r s a r e d e s i r e d a n d t h e r e
i s s t r o n g p r o j e c t e d r e t a i l d e m a n d f o r t h e D e b t ; o r
6 ) T h e D e b t s i z e i s s i g n i f i c a n t l y l a r g e r a n d w o u l d l i m i t c o m p e t i t i o n .
F o r a n e g o t i a t e d b o n d s a l e , t h e I s s u e r , w i t h t h e a s s i s t a n c e o f i t s m u n i c i p a l a d v i s o r , w i l l
c o n d u c t a c o m p e t i t i v e u n d e r w r i t e r s e l e c t i o n p r o c e s s f o r e i t h e r a s p e c i f i c D e b t i s s u e
1 4
or through the establishment of an underwriter pool from which to choose over a
defined period of time.
C) Private Placement
A private placement is structured for one investor or a small group of investors, who
are typically qualified institutional buyers, in a non-public offering conducted by an
underwriting firm serving as placement agent. Since no public offering is involved,
securities disclosure may not require the preparation of an offering document, such
as an official statement. If a private placement is considered as the optimal sale
method for the Issuer, the municipal advisor will conduct a competitive selection
process to recommend the placement agent.
D) Direct Purchase; Direct Loan; Revolving Obligations
A direct purchase or direct loan is structured specifically for one bank (or a syndicate
of banks), putting the Issuer and bank in a bilateral borrower -lender relationship.
Examples include a direct purchase agreement or revolving credit facility. Securities
disclosure also may not require the preparation of an offering document, such as an
official statement. A direct purchase or direct loan may be advisable, for example, if
the Issuer is otherwise unable to access the municipal capital markets. If a direct
purchase or direct loan is contemplated, the municipal advisor or the Issuer may
conduct a competitive selection process to recommend the bank. Selection criteria
will include:
1) A term sheet to be provided along with the request for qualifications, with any
requested modifications to be highlighted by the bank and taken into
consideration in the evaluation process;
2) A representative list of clients for whom the bank has provided similar
agreements; and
3) Evaluation of fees, specifically, cost of the agreement including index, spread, and
other administrative charges. The evaluation of fees, terms and conditions will be
compared to other alternative financing methods.
XIII. Debt Redemption Programs
The Issuer may establish from time -to -time a plan or program for the payment and/or
redemption of outstanding Debt and/or interest thereon from revenues and/or other
available funds pursuant to a recommendation from the CFO. Such plan or program may
be for the purposes of reducing outstanding Debt, managing the amount of debt service
payable in any year, or other suitable purposes, as determined by the Issuer.
15
XIV. Professional Services
The Issuer may retain professional services providers as necessary or desirable in
connection with:
• The structuring, issuance and sale of its Debt;
• Monitoring of and advice regarding its outstanding Debt;
• The negotiation, execution and monitoring of related agreements, including without
limitation Bond Insurance, Credit Facilities, Derivatives and investment agreements;
and
• Other similar or related matters.
Professional service providers may include municipal advisors, bond counsel, disclosure
counsel, Issuer consultants, bond trustees and Federal arbitrage rebate services
providers, and may include, as appropriate, underwriters, feasibility consultants,
remarketing agents, auction agents, broker -dealers, escrow agents, verification agents
and other similar parties. Costs of issuance, including the standard underwriter's
discount, shall not exceed two percent (2%) of Debt proceeds, unless specifically
authorized.
The Issuer shall require that its Municipal Advisors, bond and disclosure counsel and other
Issuer consultants be free of any conflicts of interest, or that any necessary or appropriate
waivers or consents are obtained.
A) Municipal Advisors
The Issuer may utilize one or more municipal advisors to provide ongoing advisory
services with respect to the Issuer's outstanding and proposed Debt and related
agreements, including without limitation Bond Insurance, Credit Facilities,
Derivatives, investment agreements and other similar matters. Municipal advisors
must be registered with the Municipal Securities Rulemaking Board and as a municipal
advisor as such term is defined in the Securities Exchange Act of 1934 and shall be
required to disclose any conflicts of interest.
B) Bond Counsel, Disclosure Counsel and Other Legal Counsel
1) Bond Counsel. The Issuer may utilize one or more bond counsel firms to provide
ongoing legal advisory services with respect to the Issuer's outstanding and
proposed Debt and related agreements, including without limitation Credit
Facilities, Derivatives, investment agreements and other similar matters. All Debt
issued by the Issuer shall require a written opinion from the Issuer's bond counsel,
as appropriate, regarding (i) the validity and binding effect of the Debt, and (ii) the
exemption of interest from Federal and State income taxes, as applicable.
16
2) Disclosure Counsel. The Issuer may utilize one or more disclosure counsel firms to
provide ongoing legal advisory services with respect to initial and continuing
disclosure in connection with the Issuer's outstanding and proposed Debt. Such
firm may be one of the Issuer's bond counsel firms.
3) Other Legal Counsel. The Issuer may encourage or require, as appropriate, the
retention and use of legal counsel by other parties involved in the issuance of Debt
and the execution of related agreements which are approved by the Issuer.
C) Issuer Consultant
The Issuer may utilize one or more outside Issuer consultants to provide ongoing
advisory services with respect to the Issuer's outstanding and proposed Debt, Issuer
fares, strategic business and financial decisions and such other matters as the Issuer
requires.
D) Trustees and Fiscal Agents
The Issuer may engage bond trustees and/or fiscal agents, paying agents and tender
agents, as necessary or appropriate, in connection with the issuance of its Debt.
E) Underwriters/Remarketing Agents/Broker-Dealers
The Issuer may engage an underwriter or a team of underwriters, including a senior
managing underwriter, in connection with the negotiated sale of its Debt. The Issuer
also may engage one or more underwriters, as necessary or appropriate, to serve as
remarketing agents, broker -dealers or in other similar capacities with respect to
variable rate, auction, index, tender option, commercial paper and other similar types
of Debt issued by the Issuer.
F) Feasibility Consultants
The Issuer may retain feasibility consultants in connection with proposed project,
programs, facilities or activities to be financed in whole or in part from proceeds of
Debt. The criteria for the selection of such feasibility consultants, in addition to those
set forth above, shall include their expertise and experience with projects, programs,
facilities or activities similar to those proposed to be undertaken by the Issuer.
G) Arbitrage Rebate Services Providers
Because of the complexity of the Federal arbitrage rebate statutes and regulations,
and the severity of potential penalties for non-compliance, the Issuer may retain an
arbitrage rebate services provider in connection with its outstanding and proposed
Debt, and may also solicit related legal and tax advice from its bond counsel or
17
separate tax counsel. The responsibilities of the arbitrage rebate services provider
shall include:
• The periodic calculation of any accrued arbitrage rebate liability and of any rebate
payments due under and in accordance with the Code and the related rebate
regulations;
• Advice regarding strategies for minimizing arbitrage rebate liability;
• The preparation and filing of periodic forms and information required to be
submitted to the Internal Revenue Service;
• The preparation and filing of requests for reimbursement of any prior
overpayments; and
• Other related matters as requested by the Issuer, including the preparation and
filing of the Annual Debt Transparency Report(s) with CDIAC, as required by
Government Code Section 8855(i).
The Issuer shall maintain necessary and appropriate records regarding:
• The expenditure of proceeds of Debt, including the individual projects and
facilities financed and the amounts expended thereon, and
• Investment earnings on such Debt proceeds.
The Issuer shall maintain such records for such period of time as shall be required by
the Code.
H) Other Professional Services
The Issuer may retain such other professional services providers, including without
limitation dissemination agents, verification agents, escrow agents, auction agents, as
may be necessary or appropriate in connection with its Debt.
XV. Budgeting and Capital Planning
The Issuer's budgeting process, including its budgeting process for capital expenditures,
shall provide a framework for evaluating proposed Debt issuances.
XVI. Credit Rating Objectives
The Issuer shall seek to preserve and enhance the credit ratings with respect to its
outstanding Debt to the extent consistent with the Issuer's current and anticipated
business operations and financial condition, strategic plans and goals and other
objectives, and in accordance with any developed credit strategies.
18
XVII. Debt Affordability
Consistent with its credit rating objectives, the Issuer shall periodically review its debt
affordability levels and capacity for the undertaking of new financing obligations to fund
its expenditure plans. Debt affordability measures shall be based upon the credit
objectives of the Issuer, criteria identified by the Rating Agencies, comparison of industry
peers and other internal factors of the Issuer.
XVIII. Relationships with Market Participants
The Issuer shall seek to preserve and enhance its relationships with the various
participants in the municipal bond market, including without limitation, the Rating
Agencies, Bond Insurers, credit/liquidity providers and current and prospective investors,
including through periodic communication with such participants.
The Issuer shall prepare or cause to be prepared appropriate disclosures as required by
applicable continuing disclosure agreements, including any applicable requirements of
the Securities and Exchange Commission Rule 15c2-12, as well as in conformance with
any other applicable requirements of the federal government, the State of California,
Rating Agencies or other persons or entities entitled to such disclosure, in order to ensure
compliance with applicable laws, regulations and agreements to provide ongoing
disclosure.
XIX. Periodic Review
The CFO shall review this Debt Policy on a periodic basis and recommend any changes to
the Board for consideration. This Debt Policy, including any proposed changes or
additions hereto, shall be presented to the Board at least once every five (5) years for
reapproval.
19
ATTACHMENT 3
NRF DRAFT
03/02/20
PRELIMINARY OFFICIAL STATEMENT DATED MARCH _, 2020
RATINGS:
NEW ISSUE -FULL BOOK -ENTRY Senior Lien Bonds Second Lien Bonds
Fitch: " " Fitch: " "
o
S&P: "" S&P: ""
w (See "Ratings" herein)
O 3
[DAC Logo]
o
° In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an
analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy
of certain representations and compliance with certain covenants, interest on the 2020 Series B Senior Bonds (as
defined below) and the 2020 Series C Second Lien Bonds (as defined below) is excluded from gross income for
federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code'). In the further
opinion of Bond Counsel, interest on the 2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds is not
e a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion
othat interest on the 2020 Series Bonds (as defined below) is exempt from State of California personal income taxes.
Bond Counsel observes that interest on the 2020 Series A Senior Bonds (as defined below) is not excluded from gross
income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences
orelated to the ownership or disposition of or the amount, accrual or receipt of interest on, the 2020 Series Bonds. See
"TAX MATTERS" herein.
0 RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(RCTC 91 Express Lanes)
o.2
o
$ $
N Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
o 2020 Series A (Federally Taxable) 2020 Series B
o w
4J 7
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
N
Dated: Date of Delivery Due: June 1, as shown on inside cover
The above -captioned respective series of bonds (collectively, the "2020 Series Bonds") will be issued as fully -registered
.y o bonds by the Riverside County Transportation Commission (the "Commission ") pursuant to the Master Indenture, dated as of
o g June 1, 2013 (the "Master Indenture," and as amended and supplemented, the "Indenture"), including as amended and
osupplemented by a Third Supplemental Indenture, dated as of April 1, 2020 (the "Third Supplemental Indenture") and a Fourth
. 8 Supplemental Indenture, dated as of April 1, 2020 (the "Fourth Supplemental Indenture"), each by and between the Commission
w and U.S. Bank National Association, as trustee (the "Trustee"). The 2020 Series Bonds constitute limited obligations of the
Commission payable solely from and secured by their respective liens on, pledges of, and security interests in the Trust Estate,
owhich consists primarily of Toll Revenues of the RCTC 91 Express Lanes (as defined herein), subject to the provisions of the
o Indenture permitting the prior application thereof for the purposes described therein. Capitalized terms used on this cover page
and not otherwise defined shall have the meanings assigned to them herein or in "APPENDIX D — SUMMARY OF CERTAIN
:o PROVISIONS OF THE INDENTURE — Defmitions."
Y The proceeds of the Commission's Toll Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable) (the
"2020 Series A Senior Bonds") will be used to (i) refund all of the Commission's outstanding Toll Revenue Senior Lien Bonds,
0 2013 Series A (Current Interest Obligations) (the "2013 Series A Senior Bonds"), (ii) fund capitalized interest with respect to the
2020 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which will secure the 2020 Series A
oSenior Bonds and the 2013 Series B Senior Bonds, as defined herein), and (iv) pay certain costs of issuance of the 2020 Series A
'g" Senior Bonds, as described herein. The proceeds of the Commission's Toll Revenue Senior Lien Refunding Bonds, 2020 Series
B (the "2020 Series B Senior Bonds") will be used to (i) refund a portion of the Commission's outstanding Toll Revenue
a Subordinate Bonds, 2013 TIFIA Series by prepaying a corresponding portion of its obligations under the related TIFIA Loan
H Q Agreement (collectively, the "TIFIA Obligations"), (ii) make a deposit to the 2020 Series B Senior Bonds Reserve Account, and
* Preliminary, subject to change.
99223117.7
(iii) pay certain costs of issuance of the 2020 Series B Senior Bonds, as described herein. The proceeds of the Commission's
Toll Revenue Second Lien Bonds, 2020 Series C (the "2020 Series C Second Lien Bonds") will be used to (i) refund and prepay
the remaining portion of the Commission's outstanding TIFIA Obligations, (ii) make a deposit to the 2020 Series C Second Lien
Obligations Reserve Account, and (iii) pay certain costs of issuance of the 2020 Series C Second Lien Bonds, as described
herein. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount of its 2013 Series A
Senior Bonds, $[80,604,924] in accreted value of its Toll Revenue Senior Lien Bonds, 2013 Series B (Capital Appreciation
Obligations) (the "2013 Series B Senior Bonds") and $482,169,632 principal amount plus compounded interest of TIFIA
Obligations, which are Subordinate Obligations under the Indenture. Upon the issuance of the 2020 Series Bonds, all of the
2013 Series A Bonds and all of the TIFIA Obligations will be refunded and no longer Outstanding. See "PLAN OF
REFUNDING" and "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
Interest on the 2020 Series Bonds will accrue from the date of initial delivery thereof, and will be payable on each June
1 and December 1, commencing June 1, 2020. The 2020 Series Bonds initially are issuable only to Cede & Co., the nominee of
The Depository Trust Company, New York, New York ("DTC"), pursuant to the Book -Entry System described herein.
Beneficial ownership may be acquired in principal denominations of $5,000, or any integral multiple thereof. Debt service
payments on the 2020 Series Bonds will be payable by the Trustee to DTC, which will make distribution of the amounts so paid
to the beneficial owners thereof. See "THE 2020 SERIES BONDS — Book -Entry System" and "APPENDIX G —
BOOK -ENTRY SYSTEM."
The 2020 Series Bonds are subject to redemption prior to maturity as described herein. See "THE 2020 SERIES
BONDS — Redemption."
The Third Supplemental Indenture amends certain provisions of the Indenture. As provided in the Indenture,
purchasers of the 2020 Series Bonds are deemed to have irrevocably consented and agreed to the amendments to the
Indenture set forth in the Third Supplemental Indenture. See "AMENDMENTS TO INDENTURE."
This cover page contains information for quick reference only. It is not intended to be a summary of all factors
relating to an investment in the 2020 Series Bonds. Investors must read the entire Official Statement before making any
investment decision.
THE 2020 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE COMMISSION SECURED BY
AND PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER THE FULL FAITH AND CREDIT NOR THE
TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OR PUBLIC AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON THE 2020 SERIES BONDS.
The 2020 Series Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of
validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, and certain other conditions. Certain legal
matters will be passed upon for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure
Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. Certain legal matters will
be passed upon for the Underwriters by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach,
California. It is anticipated that the 2020 Series Bonds will be available for delivery through the book -entry facilities of DTC on
or about April , 2020.
BofA Securities Goldman Sachs & Co. LLC
J.P. Morgan Siebert Williams Shank & Co., LLC Wells Fargo Securities
Dated: April , 2020
99223117.7
MATURITY SCHEDULE*
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable)
Maturity Date Principal CUSIP$
(June 1) Amount Interest Rate Yield Price (Base No.76912D)
% Term Bonds due June 1, — Yield: % — Price: % — CUSIPt
Toll Revenue Senior Lien Refunding Bonds,
2020 Series B
Maturity Date Principal CUSIPt
(June 1) Amount Interest Rate Yield Price (Base No.76912D)
% Term Bonds due June 1, — Yield: % — Price: % — CUSIPt
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
Maturity Date Principal CUSIPt
(June 1) Amount Interest Rate Yield Price (Base No.76912D)
% Term Bonds due June 1, — Yield: % — Price: % — CUSIPt
Preliminary, subject to change.
$ CUSIP numbers have been assigned to these issues by CUSIP Global Services, and are included solely for the convenience of the
owners of the 2020 Series Bonds. None of the Commission, the Municipal Advisor or the Underwriters are responsible for the selection
or correctness of the CUSIP numbers set forth herein. The CUSIP number for a specific maturity is subject to being changed after the
issuance of the 2020 Series Bonds as a result of various subsequent actions, including but not limited to, a refunding in whole or in part
of such maturity, or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that
is applicable to all or a portion of the 2020 Series Bonds.
99223117.7
RCTC 91 Express Lanes
1444.
Clrl"r/D Ave
Legend • Riverside County 91- Express Lanes •. (arpooF VericarpooF Verikation Point
9I Express Lanes Entry/Exit Points and Price Signs (Posted price is for the entire trip)
99223117.7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BOARD MEMBERS
Ben J. Benoit, Chair (City of Wildomar)
Jan Harnik, Vice Chair (City of Palm Desert)
V. Manuel Perez, 2nd Vice Chair (County of Riverside)
Kevin Jeffries (County of Riverside)
Karen Spiegel (County of Riverside)
Chuck Washington (County of Riverside)
Jeff Hewitt (County of Riverside)
Art Welch (City of Banning)
Lloyd White (City of Beaumont)
Joseph DeConinck (City of Blythe)
Larry Smith (City of Calimesa)
Randall Bonner (City of Canyon Lake)
Raymond Gregory (City of Cathedral City)
Steven Hernandez (City of Coachella)
Wes Speake (City of Corona)
Scott Matas (City of Desert Hot Springs)
Clint Lorimore (City of Eastvale)
Linda Krupa (City of Hemet)
Dana Reed (City of Indian Wells)
Waymond Fermon (City of Indio)
Brian Berkson (City of Jurupa Valley)
Kathleen Fitzpatrick (City of La Quinta)
Bob Magee (City of Lake Elsinore)
Bill Zimmerman (City of Menifee)
Yxstain Gutierrez (City of Moreno Valley)
Scott Vinton (City of Murrieta)
Berwin Hanna (City of Norco)
Lisa Middleton (City of Palm Springs)
Michael M. Vargas (City of Perris)
Ted Weill (City of Rancho Mirage)
Rusty Bailey (City of Riverside)
Andrew Kotyuk (City of San Jacinto)
Michael S. Naggar (City of Temecula)
Mike Beauchamp (Caltrans District 8)
MANAGEMENT
Executive Director
Anne Mayer
Deputy Executive Director
John Standiford
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.
Irvine, California
Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
Chief Financial Officer
Theresia Trevino
Toll Program Director
Michael Blomquist
SPECIAL SERVICES
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
San Francisco, California
Trustee
U.S. Bank National Association
Los Angeles, California
Verification Agent
Causey Demgen & Moore P.C.
Denver, Colorado
99223117.7
No dealer, salesman or any other person has been authorized by the Riverside County
Transportation Commission (the "Commission ") or the Underwriters of the 2020 Series Bonds (the
"Underwriters ") to give any information or to make any representations, other than those contained in
this Official Statement, and, if given or made, such other information or representations must not be relied
upon as having been authorized by the Commission or the Underwriters.
This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the 2020 Series Bonds by a person in any jurisdiction in which it is unlawful for
such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a
contract with the purchasers of the 2020 Series Bonds. Neither the delivery of this Official Statement nor
the sale of any of the 2020 Series Bonds implies that the information herein is correct as of any time
subsequent to the date hereof. The information and expressions of opinion herein are subject to change
without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create the implication that there has been no change in the matters described
herein since the date hereof. This Official Statement is submitted in connection with the sale of securities
referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose.
The information set forth herein has been obtained from the Commission and other sources
believed to be reliable. The information and expressions of opinions herein are subject to change without
notice and neither delivery of the Official Statement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of the Commission
since the date hereof. All summaries contained herein of the Indenture (as defined herein) or other
documents are made subject to the provisions of such documents and do not purport to be complete
statements of any or all of such provisions. All statements made herein are made as of the date of this
document by the Commission except statistical information or other statements where some other date is
indicated in the text.
The Underwriters have provided the following sentence for inclusion in this Official Statement.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as part
of, their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of
such information.
This Official Statement, including any supplement or amendment hereto, is intended to be
deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Market
Access ("EMMA") website.
The Commission maintains a website with information pertaining to the Commission. However,
the information presented therein is not incorporated into this Official Statement and should not be relied
upon in making investment decisions with respect to the 2020 Series Bonds.
99223117.7
FORWARD -LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement constitute
forward -looking statements. Such statements are generally identifiable by the terminology used such as
"plan," "expect," "estimate," "project," "budget," "forecast," "assume" and other similar words. The
achievement of certain results or other expectations contained in such forward -looking statements involve
known and unknown risks, uncertainties, assumptions and other factors which may cause actual results,
performance or achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward -looking statements. No assurance is given that actual
results will meet the forecasts of the Commission in any way, regardless of the level of optimism
communicated in the information. The Commission is not obligated to issue any updates or revisions to
the forward -looking statements if or when its expectations, or events, conditions or circumstances on
which such statements are based do or do not occur.
99223117.7
TABLE OF CONTENTS
Page
INTRODUCTION 1
General 1
Application of Proceeds 2
Sources of Payment and Security 2
Existing Obligations 3
2020 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations 3
2020 Series B Senior Bonds Reserve Account 3
2020 Series C Second Lien Obligations Reserve Account 3
Limited Obligations 4
Amendments to Indenture 4
The Commission 4
RCTC 91 Express Lanes 5
Traffic and Revenue Study 5
Engineer's Technical Report 6
Additional Obligations 6
THE 2020 SERIES BONDS 6
General 6
Book -Entry System 7
Redemption 7
SOURCES OF PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS 11
Sources of Payment 11
Limited Obligations 12
Funds and Accounts; Flow of Funds under Indenture 13
2020 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations 25
2020 Series B Senior Bonds Reserve Account 25
2020 Series C Second Lien Obligations Reserve Account 25
Rate Covenant and Annual Budget 26
Existing Obligations 28
Additional Senior Lien Obligations 28
Additional Second Lien Obligations or Subordinate Obligations 29
AMENDMENTS TO INDENTURE 31
PLAN OF REFUNDING 32
ESTIMATED SOURCES AND USES OF BOND PROCEEDS 33
RIVERSIDE COUNTY TRANSPORTATION COMMISSION 35
General 35
The Transportation Expenditure Plan 35
Commissioners 36
Executive Staff 36
RCTC 91 EXPRESS LANES 37
OPERATION AND MAINTENANCE OF THE RCTC 91 EXPRESS LANES 39
General 39
Toll Contractors 39
Toll Operator Agreement 40
99223117.7 i
TABLE OF CONTENTS
(continued)
Page
Toll Services Provider Agreement 40
Electronic Tolling 41
Toll Rates 42
Toll Violations Enforcement 42
TRAFFIC AND REVENUE ESTIMATES 44
General 44
Stantec Consulting Services Inc 44
Scope of Traffic and Revenue Study 44
ENGINEER'S TECHNICAL REPORT 45
General 46
Parsons Transportation Group Inc 46
Scope of Engineer's Technical Report 46
HISTORICAL FINANCIAL INFORMATION 47
PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE 47
RISK FACTORS 49
Limited Obligations 49
Rate Covenant Not a Guarantee 49
Limited Remedies Under the Indenture 49
Operating Risks 50
Bankruptcy Risks 52
Limitation on Tolling Period 55
Cybersecurity 55
Climate Change Issues and Economic Impact of Possible New and Increased Regulation 56
Coronavirus 56
State Legislation 56
Voter Initiatives 56
Potential for TIFIA Loan 57
Forward -Looking Statements 57
FINANCIAL STATEMENTS 58
LITIGATION 58
LEGAL MATTERS 60
TAX MATTERS 60
Federally Taxable Bonds 62
CONTINUING DISCLOSURE 66
RATINGS 66
MUNICIPAL ADVISOR 66
VERIFICATION OF MATHEMATICAL COMPUTATIONS 66
UNDERWRITING 67
OTHER MATTERS 68
99223117.7 ii
APPENDIX A —
APPENDIX B-1 —
APPENDIX B-2 —
APPENDIX C —
APPENDIX D —
APPENDIX E —
APPENDIX F —
APPENDIX G —
TABLE OF CONTENTS
(continued)
Page
RCTC 91 EXPRESS LANES FUND FINANCIAL STATEMENTS
FOR FISCAL YEAR ENDED JUNE 30, 2019 A-1
RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND
REVENUE STUDY — INVESTMENT GRADE STUDY REFRESH
2018 B-1
STANTEC BRINGDOWN LETTER B-2
ENGINEER'S TECHNICAL REPORT C-1
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE D-1
FORM OF BOND COUNSEL OPINION E-1
FORM OF CONTINUING DISCLOSURE AGREEMENT F-1
BOOK -ENTRY SYSTEM G-1
99223117.7
iii
OFFICIAL STATEMENT
relating to
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(RCTC 91 Express Lanes)
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) 2020 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
INTRODUCTION
General
This Official Statement (this "Official Statement") contains certain information relating to the
offering and sale by the Riverside County Transportation Commission (the "Commission") of its Toll
Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable) (the "2020 Series A Senior
Bonds"), its Toll Revenue Senior Lien Refunding Bonds, 2020 Series B (the "2020 Series B Senior
Bonds" and, together with the 2020 Series A Senior Bonds, the "2020 Senior Bonds"), and its Toll
Revenue Second Lien Refunding Bonds, 2020 Series C (the "2020 Series C Second Lien Bonds"). The
2020 Senior Bonds and the 2020 Series C Second Lien Bonds are referred to herein collectively as the
"2020 Series Bonds."
The 2020 Series Bonds shall be issued and secured under the Master Indenture, dated as of
June 1, 2013 (the "Master Indenture"), as supplemented by the First Supplemental Indenture, dated as of
June 1, 2013 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of June
1, 2013 (the "Second Supplemental Indenture"), the Third Supplemental Indenture, dated as of April 1,
2020 (the "Third Supplemental Indenture"), and the Fourth Supplemental Indenture, dated as of April 1,
2020 (the "Fourth Supplemental Indenture" and, together with the Master Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
"Indenture"), each by and between the Commission and U.S. Bank National Association, as trustee (the
"Trustee"), as the same may be amended or supplemented from time to time in accordance with the terms
of the Master Indenture.
References to "Senior Lien Obligations" herein shall mean the 2020 Senior Bonds and all other
bonds identified as Riverside County Transportation Commission Toll Revenue Senior Lien Bonds, and
all obligations on a parity therewith authorized by, issued in accordance with, and at any time Outstanding
pursuant to the Indenture, including the Commission's Toll Revenue Senior Lien Bonds, 2013 Series B
(Capital Appreciation Obligations) (the "2013 Series B Senior Bonds"). References to "Second Lien
Obligations" herein shall mean the 2020 Series C Second Lien Bonds and all other bonds identified as
Riverside County Transportation Commission Toll Revenue Second Lien Bonds and all obligations on a
parity therewith authorized by, issued in accordance with, and at any time Outstanding pursuant to the
Indenture. Capitalized terms used in this Official Statement that are not otherwise defined herein have the
* Preliminary, subject to change.
99223117.7 1001082458
1
meanings assigned to them in "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE."
Application of Proceeds
The proceeds of the 2020 Series A Senior Bonds will be used to (i) refund all of the
Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (Current Interest Obligations)
(the "2013 Series A Senior Bonds"), (ii) fund capitalized interest with respect to the 2020 Series A Senior
Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which will secure the 2020 Series A
Bonds and the 2013 Series B Senior Bonds), and (iv) pay certain costs of issuance of the 2020 Series A
Senior Bonds, as described herein. The proceeds of the 2020 Series B Senior Bonds will be used to (i)
refund a portion of the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series
by prepaying a corresponding portion of its obligations under the related TIFIA Loan Agreement
(collectively, the "TIFIA Obligations"), (ii) make a deposit to the 2020 Series B Senior Bonds Reserve
Account, and (iii) pay certain costs of issuance of the 2020 Series B Senior Bonds, as described herein.
The proceeds of the 2020 Series C Second Lien Bonds will be used to (i) refund by prepaying the
remaining portion of the Commission's outstanding TIFIA Obligations, (ii) make a deposit to the 2020
Series C Second Lien Obligations Reserve Account, and (iii) pay certain costs of issuance of the 2020
Series C Second Lien Bonds, as described herein. See "PLAN OF REFUNDING" and "ESTIMATED
SOURCES AND USES OF BOND PROCEEDS."
Sources of Payment and Security
The 2020 Senior Bonds are limited obligations of the Commission payable solely from and
secured solely by a first lien on, pledge of and security interest in the Trust Estate on an equal and ratable
basis with any Senior Lien Obligations issued in accordance with the provisions of the Indenture, subject
to the provisions of the Indenture permitting the prior application thereof for the purposes described
therein.
The 2020 Series C Second Lien Bonds are limited obligations of the Commission payable solely
from and secured solely by a second lien on, pledge of and security interest in the Trust Estate on an equal
and ratable basis with any Second Lien Obligations issued in accordance with the provisions of the
Indenture, subject to the provisions of the Indenture permitting the prior application thereof for the
purposes described therein.
The Trust Estate is comprised of (i) Toll Revenues, (ii) all interest or other income from
investment of money in the Funds and Accounts established under the Indenture (excluding the Rebate
Fund and the Surplus Fund and any Fund or Account established to hold the proceeds of a drawing on any
Credit Support Instrument), (iii) all Swap Revenues, and (iv) all amounts (including the proceeds of
Obligations) held in the Funds and Accounts established under the Indenture (except for amounts on
deposit in the Rebate Fund and the Surplus Fund and amounts on deposit in any Fund or Account
established to hold the proceeds of a drawing on any Credit Support Instrument). The Trust Estate does
not include toll revenues generated by the RCTC 15 Express Lanes, Sales Tax Revenues generated by the
Measure A Sales Tax levied by the Commission, proceeds of any of the Commission's sales tax revenue
bonds, state or federal grant funds or any other revenues of the Commission beyond Toll Revenues and
the other components of the Trust Estate described above. See "SOURCES OF PAYMENT AND
SECURITY FOR THE 2020 SERIES BONDS."
99223117.7 2
Existing Obligations
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount
of 2013 Series A Senior Bonds, $[80,604,924] in accreted value of its 2013 Series B Senior Bonds and
$482,169,632 principal amount plus compounded interest of TIFIA Obligations, which are Subordinate
Obligations under the Indenture. Upon the issuance of the 2020 Series Bonds, all of the 2013 Series A
Bonds and all of the TIFIA Obligations will be refunded and no longer Outstanding. See "PLAN OF
REFUNDING" and "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
2020 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations
The 2020 Series A Senior Bonds are designated as 2013 Bonds Reserve Account Obligations
pursuant to the Third Supplemental Indenture. As such, the Trust Estate securing the 2020 Series A
Senior Bonds includes amounts held in the 2013 Bonds Reserve Account within the Senior Lien
Obligations Reserve Fund. On the date of delivery of the 2020 Series A Senior Bonds, proceeds of the
2020 Series A Senior Bonds in the amount of $ , representing the additional amount needed
to meet the 2013 Bonds Reserve Requirement following issuance of the 2020 Series A Senior Bonds and
refunding of the 2013 Series A Senior Bonds, will be deposited in the 2013 Bonds Reserve Account.
Funds held in the 2013 Bonds Reserve Account shall secure only the 2013 Bonds Reserve Account
Obligations, and such amounts shall be applied pursuant to the Indenture to make up any shortfall in the
payment of interest, principal and/or redemption price (excluding any redemption premium) due on the
2013 Bonds Reserve Account Obligations, which at closing will consist of the 2020 Series A Senior
Bonds and the 2013 Series B Senior Bonds. See "SOURCES OF PAYMENT AND SECURITY FOR
THE 2020 SERIES BONDS — 2020 Series A Bonds Designated as 2013 Bonds Reserve Account
Obligations."
2020 Series B Senior Bonds Reserve Account
The Trust Estate securing the 2020 Series B Senior Bonds includes amounts held in the 2020
Series B Senior Bonds Reserve Account within the Senior Lien Obligations Reserve Fund. On the date of
delivery of the 2020 Series B Senior Bonds, proceeds of the 2020 Series B Senior Bonds in the amount of
$ , representing the 2020 Series B Senior Bonds Reserve Requirement, will be deposited in
the 2020 Series B Senior Bonds Reserve Account. Funds held in the 2020 Series B Senior Bonds Reserve
Account shall secure only the 2020 Series B Senior Bonds Reserve Account Obligations, and such
amounts shall be applied pursuant to the Indenture to make up any shortfall in the payment of interest,
principal and/or redemption price (excluding any redemption premium) due on the 2020 Series B Senior
Bonds Reserve Account Obligations, which at closing will consist of the 2020 Series B Senior Bonds.
See "SOURCES OF PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS — 2020 Series B
Senior Bonds Reserve Account."
2020 Series C Second Lien Obligations Reserve Account
The Trust Estate securing the 2020 Series C Second Lien Bonds includes amounts held in the
2020 Series C Second Lien Obligations Reserve Account within the Second Lien Obligations Reserve
Fund. On the date of delivery of the 2020 Series C Second Lien Bonds, proceeds of the 2020 Series C
Second Lien Bonds in the amount of $ , representing the 2020 Series C Second Lien Bonds
Reserve Requirement, will be deposited in the 2020 Series C Second Lien Obligations Reserve Account.
Funds held in the 2020 Series C Second Lien Obligations Reserve Account shall secure only the 2020
Series C Second Lien Obligations Reserve Account Obligations and shall be applied pursuant to the
Indenture to make up any shortfall in the payment of interest, principal and/or redemption price
(excluding any redemption premium) due on the 2020 Series C Second Lien Obligations Reserve Account
99223117.7 3
Obligations, which at closing will consist of the 2020 Series C Second Lien Bonds. See "SOURCES OF
PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS — 2020 Series C Second Lien
Obligations Reserve Account."
Limited Obligations
THE 2020 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE
COMMISSION SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER
THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE,
THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY
THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE
2020 SERIES BONDS.
Amendments to Indenture
The Third Supplemental Indenture includes certain amendments to the Indenture arising from the
completion of construction of the RCTC 91 Express Lanes and the anticipated refunding and prepayment
of the TIFIA Obligations. Purchasers of the 2020 Series Bonds are deemed to have irrevocably
consented and agreed to the amendments to the Indenture set forth in the Third Supplemental
Indenture. Upon the issuance of the 2020 Series Bonds, such amendments will become effective
pursuant to the Indenture. See "AMENDMENTS TO INDENTURE."
The Commission
The Commission is a county transportation commission duly organized and existing pursuant to
the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State
of California (Section 130000 et seq.) (as amended, the "Act"). The Commission began to oversee the
funding and coordination of public transportation services in 1977 within the County of Riverside (the
"County"). The Commission serves as the tax authority and implementation agency for the voter -
approved Measure A Transportation Improvement Program, which imposes a % cent sales tax within the
County to fund transportation improvements. See "RIVERSIDE COUNTY TRANSPORTATION
COMMISSION."
The County was organized in 1893 from territory in San Bernardino and San Diego Counties and
encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the
east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange
and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California
(the "State") and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean.
There are 28 incorporated cities in the County.
The Commission has also been designated as the congestion management agency (the "CMA")
for the County. As the CMA, the Commission has developed a congestion management program that
more effectively utilizes transportation funds by linking land use, transportation and air quality efforts.
The Commission serves as the service authority for freeway emergencies and operates the freeway service
patrol (the "FSP") for the County. The results of these programs — 136 call boxes along County roadways
and 27 FSP tow trucks providing assistance to more than 44,600 motorists annually — are among the most
visible of the Commission's programs. For additional information regarding the Commission, see
"RIVERSIDE COUNTY TRANSPORTATION COMMISSION."
99223117.7 4
RCTC 91 Express Lanes
The RCTC 91 Express Lanes consist of two tolled express lanes of approximately eight miles in
each direction in the median of State Route 91 ("SR-91") in Riverside County, connecting with the OCTA
91 Express Lanes (as defined herein) at the Orange County/Riverside County line and continuing east to
the Interstate 15 ("I-15")/SR-91 interchange, as well as a tolled direct connector of one lane in each
direction from SR-91 to I-15 South, related improvements and an electronic toll collection and
enforcement system. The RCTC 91 Express Lanes opened to motorists on March 20, 2017.
The Commission is responsible for operating and maintaining the RCTC 91 Express Lanes. The
Commission contracts with Cofiroute USA, LLC ("Cofiroute") to serve as the primary operator of the
RCTC 91 Express Lanes and contracts with the California Department of Transportation ("Caltrans") to
maintain the RCTC 91 Express Lanes. Cofiroute's current management responsibilities for the RCTC 91
Express Lanes include revenue collection, customer accounts, violation enforcement, violation
processing, and incident management and response. The Commission contracts with Kapsch TrafficCom
USA Inc. ("Kapsch") to perform first line maintenance of tolling and traffic equipment for the RCTC 91
Express Lanes.
Cofiroute also serves as the operator of the OCTA 91 Express Lanes in Orange County,
California. Tolls on each of the OCTA 91 Express Lanes and the RCTC 91 Express Lanes are charged
independently. When travelling along SR-91, vehicles use either or both of such tolled express lanes, or
may use the general purpose lanes (which are free of charge). Notwithstanding their physical connection
and the use of the same Toll Operator, the OCTA 91 Express Lanes and the RCTC 91 Express Lanes are
independent enterprises and their finances are not commingled.
The Commission is also responsible for constructing, operating and maintaining tolled express
lanes along I-15 (the "RCTC 15 Express Lanes"). As with the OCTA 91 Express Lanes, the RCTC 91
Express Lanes and the RCTC 15 Express Lanes are independent enterprises and their finances are not
commingled.
See "RCTC 91 EXPRESS LANES" and "OPERATION AND MAINTENANCE OF THE RCTC
91 EXPRESS LANES."
Traffic and Revenue Study
The Commission has engaged Stantec Consulting Services Inc. ("Stantec") to serve as the traffic
and revenue consultant for the RCTC 91 Express Lanes. In this capacity, Stantec has prepared the "RCTC
91 Express Lanes Investment Grade Traffic and Revenue Study — Investment Grade Study Refresh 2018,"
dated November 27, 2018 (the "Investment Grade Study Refresh"), as supplemented by Stantec's
Bringdown Letter dated February [11], 2020 (the "Bringdown Letter," and together with the Investment
Grade Study Refresh, the "Updated Study"), which are attached hereto as APPENDIX B-1 and
APPENDIX B-2, respectively. The traffic and revenue projections reached in the Updated Study are
based on various assumptions. No assurances can be given that actual conditions will not
materially and adversely differ from such assumed conditions. The Investment Grade Study
Refresh attached hereto as APPENDIX B-1 and the Bringdown Letter attached hereto as
APPENDIX B-2 each should be read in their entirety. See also "TRAFFIC AND REVENUE
ESTIMATES."
99223117.7 5
Engineer's Technical Report
The Commission has engaged Parsons Transportation Group Inc. ("Parsons") to serve as the
Commission's Express Lanes Engineer. In this capacity, Parsons has prepared an Engineer's Technical
Report dated February , 2020 (the "Engineer's Technical Report"), which is attached hereto as
APPENDIX C. Matters addressed in the Engineer's Technical Report are based on various
assumptions. No assurances can be given that actual conditions will not materially and adversely
differ from such assumed conditions. The Engineer's Technical Report attached hereto as
APPENDIX C should be read in its entirety. See also "ENGINEER'S TECHNICAL REPORT."
Additional Obligations
The Indenture permits the Commission, subject to certain conditions, to issue from time to time
additional Senior Lien Obligations secured on a parity with the 2020 Senior Bonds, additional Second
Lien Obligations secured on a parity with the 2020 Series C Second Lien Bonds and additional
Subordinate Lien Obligations secured on a basis subordinate to the 2020 Senior Bonds and the 2020
Series C Second Lien Bonds, provided that, with respect to any Subordinate Obligations in the form of a
TIFIA Loan, such Subordinate Lien Obligations may be deemed to be Senior Lien Obligations following
the occurrence of a Bankruptcy Related Event. In such event, such Subordinate Lien Obligations in the
form of a TIFIA Loan would be secured by and payable from the Trust Estate on a parity with the 2020
Senior Bonds, the 2013 Series B Senior Bonds and any other Outstanding Senior Lien Obligations. After
the issuance of the 2020 Series Bonds, the Commission's outstanding Senior Lien Obligations will
include, in addition to the 2020 Senior Bonds, $[80,604,924] in accreted value of its 2013 Series B Senior
Bonds. See "SOURCES OF PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS —
Additional Senior Lien Obligations" and "- Additional Second Lien Obligations or Subordinate
Obligations" and "PLAN OF REFUNDING."
THE 2020 SERIES BONDS
General
The 2020 Series Bonds will be dated their date of delivery, will bear interest from that date
payable on June 1, 2020 and on each June 1 and December 1 thereafter at the rates per annum, computed
on the basis of a 360-day year comprised of twelve 30-day months, and will mature on June 1 in the
years, shown on the inside cover of this Official Statement. Interest on each 2020 Series Bond will be
payable to the registered owner thereof from the latest of (i) its delivery date, (ii) the most recent Interest
Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of
authentication of such 2020 Bond is after a Record Date but prior to the immediately succeeding Interest
Payment Date, the Interest Payment Date immediately succeeding such date of authentication.
The 2020 Series A Senior Bonds will be issued in Authorized Denominations of $1,000 and any
integral multiple thereof. The 2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds will
be issued in Authorized Denominations of $5,000 and any integral multiple thereof.
The principal of, premium, if any, and interest on the 2020 Series Bonds will be payable in lawful
currency of the United States of America. While the 2020 Series Bonds are Book -Entry Obligations,
payment of debt service will be made to the Securities Depository or its Nominee, and in accordance with
arrangements among the Commission, the Trustee and the Securities Depository. During any period in
which the 2020 Series Bonds are not Book -Entry Obligations, the principal of and premium, if any, will
be payable by wire or check at the Principal Office of the Trustee upon the presentation and surrender of
such 2020 Series Bonds as the same become due and payable, and the interest on the 2020 Series Bonds
99223117.7 6
will be paid by wire or check drawn upon the Trustee and mailed on the applicable interest payment date
to the persons in whose names the 2020 Series Bonds are registered on the registration books maintained
by the Trustee at the close of business on the 15`h day of the month preceding the month in which such
Interest Payment Date occurs (the "Record Date") for such interest payment.
Book -Entry System
DTC will act as securities depository for the 2020 Series Bonds. The 2020 Series Bonds will be
issued as fully -registered bonds registered in the name of Cede & Co. (DTC's partnership nominee). One
fully -registered bond will be issued for each maturity of such 2020 Series Bonds, each in the aggregate
principal amount of such maturity, and will be deposited with DTC. Ultimate purchasers of 2020 Series
Bonds will not receive physical certificates representing their interest in the 2020 Series Bonds. Payment
of the principal of and interest on the 2020 Series Bonds will be made directly to DTC, or its nominee,
Cede & Co., by the Trustee so long as DTC or Cede & Co. is the registered owner of the 2020 Series
Bonds. Disbursement of such payments to DTC's Participants is the responsibility of DTC and
disbursement of such payments to the Beneficial Owners is the responsibility of DTC's Participants and
Indirect Participants. See "APPENDIX G — BOOK -ENTRY SYSTEM."
Redemption*
Optional Redemption of 2020 Series A Senior Bonds. The 2020 Series A Senior Bonds are
subject to redemption prior to their respective stated maturities, at the option of the Commission, from
any source of available funds, as a whole or in part, on any date on or after June 1, 20_ at the principal
amount of 2020 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2020 Series B Senior Bonds. The 2020 Series B Senior Bonds are
subject to redemption prior to their respective stated maturities, at the option of the Commission, from
any source of available funds, as a whole or in part, on any date on or after June 1, 20_ at the principal
amount of 2020 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2020 Series C Second Lien Bonds. The 2020 Series C Second Lien
Bonds are subject to redemption prior to their respective stated maturities, at the option of the
Commission, from any source of available funds, as a whole or in part, on any date on or after June 1,
20_ at the principal amount of 2020 Series C Second Lien Bonds called for redemption plus accrued
interest to the date fixed for redemption, without premium.
Mandatory Redemption of 2020 Series A Senior Bonds From Sinking Fund Installment. The
2020 Series A Senior Bonds maturing on June 1, 20_ (the "2020 Series A Senior Term Bonds") are
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking Fund
Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to the
Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2020 Series A Senior Term Bond maturing on June 1, 20 shall be due in the
amounts and on the dates as follows:
* Preliminary, subject to change.
99223117.7 7
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
* Final Maturity
$
Mandatory Redemption of 2020 Series B Senior Bonds From Sinking Fund Installment. The
2020 Series B Senior Bonds maturing on June 1, 20 (the "2020 Series B Senior Term Bonds") are
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking Fund
Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to the
Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2020 Series B Senior Term Bond maturing on June 1, 20_ shall be due in the
amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
Mandatory Redemption of 2020 Series C Second Lien Bonds From Sinking Fund Installment.
The 2020 Series C Second Lien Bonds maturing on June 1, 20_ (the "2020 Series C Second Lien Term
Bonds") are subject to mandatory redemption prior to their respective stated maturities, in part, from
Sinking Fund Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal
to the Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2020 Series C Second Lien Term Bond maturing on June 1, 20_ shall be due
in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
Selection of 2020 Series A Senior Bonds for Redemption. The Commission will designate
which maturities of 2020 Series A Senior Bonds are to be called for optional redemption. In the event
2020 Series A Senior Bonds which are Term Bonds are designated for redemption, the Commission may
designate the Sinking Fund Installments, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2020 Series A Senior
Bonds so selected for redemption.
99223117.7 8
If the 2020 Series A Senior Bonds are not registered in book -entry only form, any redemption of
less than all of a maturity of the 2020 Series A Senior Bonds shall be effected by the Trustee among
owners on a pro-rata basis subject to minimum Authorized Denominations. The particular 2020 Series A
Senior Bonds to be redeemed shall be determined by the Trustee, using such method as it shall deem fair
and appropriate.
If the 2020 Series A Senior Bonds are registered in book -entry only form, and so long as DTC or
a successor Securities Depository is the sole registered owner of the 2020 Series A Senior Bonds, if less
than all of the 2020 Series A Senior Bonds of a maturity are called for prior redemption, the particular
2020 Series A Senior Bonds or portions thereof to be redeemed shall be selected on a "Pro Rata Pass -
Through Distribution of Principal" basis in accordance with DTC procedures, provided that, so long as
the 2020 Series A Senior Bonds are held in book -entry form, the selection for redemption of such 2020
Series A Senior Bonds shall be made in accordance with the operational arrangements of DTC then in
effect that at issuance provided for adjustment of the principal by a factor provided pursuant to DTC
operational arrangements. If the Trustee does not provide the necessary information and identify the
redemption as on a Pro Rata Pass -Through Distribution of Principal basis, the 2020 Series A Senior
Bonds shall be selected for redemption by lot in accordance with DTC procedures. Redemption
allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the
Commission and the Beneficial Owners are to be made on a "Pro Rata Pass -Through Distribution of
Principal" basis as described above. If the DTC operational arrangements do not allow for the
redemption of the 2020 Series A Senior Bonds on a "Pro Rata Pass -Through Distribution of Principal"
basis as described above, then the 2020 Series A Senior Bonds shall be selected for redemption by lot in
accordance with DTC procedures.
Selection of 2020 Series B Senior Bonds and 2020 Series C Second Lien Bonds to be
Redeemed. The Commission will designate which maturities of each of the 2020 Series B Senior Bonds
and the 2020 Series C Second Lien Bonds are to be called for optional redemption. In the event 2020
Series B Senior Bonds or the 2020 Series C Second Lien Bonds which are Term Bonds are designated for
redemption, the Commission may designate the Sinking Fund Installments, or portions thereof, that are to
be reduced as allocated to such redemption. The Trustee will promptly notify the Commission in writing
of the 2020 Series B Senior Bonds or the 2020 Series C Second Lien Bonds so selected for redemption.
If less than all of the 2020 Series B Senior Bonds or 2020 Series C Second Lien Bonds of a maturity are
called for prior redemption, the Trustee shall select the 2020 Series B Senior Bonds or 2020 Series C
Second Lien Bonds of such maturity to be redeemed, from the Outstanding 2020 Series B Senior Bonds
or the Outstanding 2020 Series C Second Lien Bonds, as applicable, of such maturity not previously
called for redemption, in minimum denominations of $5,000 (of principal), by lot in any manner which
the Trustee in its sole discretion shall deem appropriate.
Notwithstanding the foregoing paragraph, so long as the 2020 Series B Senior Bonds and the
2020 Series C Second Lien Bonds are registered in the name of Cede & Co., as nominee of DTC, and less
than all of such 2020 Series B Senior Bonds or 2020 Series C Second Lien Bonds within a maturity are
being redeemed, the 2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds to be
redeemed will be determined by DTC pursuant to its procedures. Neither the Commission nor the Trustee
will have any responsibility to Direct Participants, Indirect Participants, or the persons for whom Direct
Participants act as nominees, with respect to the providing of notice of redemption or the selection of
2020 Series B Senior Bonds or the 2020 Series C Second Lien Bonds for redemption.
Notice and Conditional Redemption. Each notice of redemption of 2020 Series Bonds will be
mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption
date, to each Owner and to the Municipal Securities Rulemaking Board (the "MSRB"). Notice of
redemption to the Owners will be given by first class mail. Each notice of redemption will state the date
99223117.7 9
of such notice, the issue date of the 2020 Series Bonds to which such notice relates, the redemption date,
the redemption price, the place or places of redemption (including the name and appropriate address or
addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, in the case of
2020 Series Bonds to be redeemed in part only, the identity of the 2020 Series Bonds to be redeemed.
Except in the case of conditional optional redemption, each such notice will also state that on said date
there will become due and payable on each of said 2020 Series Bonds the redemption price thereof,
together with interest accrued thereon to the date fixed for redemption, and that from and after such
redemption date interest thereon will cease to accrue, and will require that such 2020 Series Bonds be
then surrendered at the address or addresses of the Trustee specified in the redemption notice. Neither the
Commission nor the Trustee will have any responsibility for any defect in the CUSIP number that appears
on any 2020 Series Bond or in any redemption notice with respect thereto, and any such redemption
notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent
service for convenience of reference and that neither the Commission nor the Trustee will be liable for
any inaccuracy in such numbers. Failure of any Owner to receive any notice of redemption or any defect
therein will not affect the sufficiency of any proceedings for redemption.
Any notice of optional redemption of the 2020 Series Bonds may be conditional, and if any
condition stated in the notice of redemption will not have been satisfied on or prior to the redemption
date, said notice will be of no force and effect and the Commission will not be required to redeem the
2020 Series Bonds thereby called for redemption, such 2020 Series Bonds shall not become due and
payable, and the redemption will be cancelled and the Trustee will within a reasonable time thereafter
give notice, to the persons and in the manner in which the notice of redemption was given, that such
condition or conditions were not met and that the redemption was cancelled. In addition, the Commission
may, at its option, on or prior to the date fixed for optional redemption in any notice of redemption of the
2020 Series Bonds, rescind and cancel such notice of redemption by Written Request of the Commission
to the Trustee, and any optional redemption of 2020 Series Bonds and notice thereof will be rescinded and
cancelled and the Trustee will mail notice of such cancellation to the recipients of the notice of
redemption being cancelled. Any optional redemption of 2020 Series Bonds and notice thereof will be
rescinded and cancelled if for any reason on the date fixed for optional redemption moneys are not
available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to
pay in full on said date the principal of, interest, and any premium due on the 2020 Series Bonds called
for optional redemption and such failure to optionally redeem the 2020 Series Bonds called for
redemption will not be a default under the Indenture.
Effect of Redemption. Notice of redemption of such 2020 Series Bonds having been duly given
as described above, and moneys for payment of the redemption price of, together with interest accrued to
the redemption date on, the 2020 Series Bonds (or portions thereof) so called for redemption being held
by the Trustee, on the redemption date designated in such notice, the 2020 Series Bonds (or portions
thereof) so called for redemption shall become due and payable at the redemption price specified in the
Indenture, together with interest accrued thereon to the date fixed for redemption, interest on the 2020
Series Bonds so called for redemption shall cease to accrue, such 2020 Series Bonds (or portions thereof)
shall cease to be entitled to any benefit or security under the Indenture, and the Owners of such 2020
Series Bonds shall have no rights in respect thereof except to receive payment of such redemption price
and accrued interest to the date fixed for redemption.
Purchase In Lieu of Redemption. In lieu of mandatory redemption from Sinking Fund
Installments, the Commission may surrender to the Trustee for cancellation 2020 Series Bonds that are
Term Bonds purchased on the open market and such 2020 Series Bonds that are Term Bonds will be
cancelled by the Trustee. If any 2020 Series Bonds that are Term Bonds are so cancelled, the
Commission may designate the Sinking Fund Installments or portions thereof that are to be reduced as
allocated to such cancellation.
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SOURCES OF PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS
The information provided below regarding sources of payment and security for the 2020 Series
Bonds reflects the amendments to the Indenture that will become effective upon the issuance of the 2020
Series Bonds and that purchasers of the 2020 Series Bonds are consenting to by their purchase of such
2020 Series Bonds. See `AMENDMENTS TO INDENTURE."
Sources of Payment
The 2020 Senior Lien Bonds are limited obligations of the Commission payable solely from and
secured solely by a first lien on, pledge of and security interest in the Trust Estate on an equal and ratable
basis with any Senior Lien Obligations issued in accordance with the provisions of the Indenture,
including without limitation the 2013 Series B Senior Bonds, subject to the provisions of the Indenture
permitting the prior application thereof for the purposes described therein.
The 2020 Series C Second Lien Bonds are limited obligations of the Commission payable solely
from and secured solely by a second lien on, pledge of and security interest in the Trust Estate on an equal
and ratable basis with any Second Lien Obligations issued in accordance with the provisions of the
Indenture, subject to the provisions of the Indenture permitting the prior application thereof for the
purposes described therein.
Trust Estate. The "Trust Estate," as described in the Indenture, is composed of (i) Toll
Revenues, (ii) all interest or other income from investment of money in the Funds and Accounts
established under the Indenture (excluding the Rebate Fund and the Surplus Fund, and any Fund or
Account established to hold the proceeds of a drawing on any Credit Support Instrument), (iii) all Swap
Revenues, and (iv) all amounts (including the proceeds of Obligations) held in certain Funds and
Accounts established under the Indenture (except for amounts on deposit in the Rebate Fund and the
Surplus Fund within the Project Fund, and amounts on deposit in any Fund or Account established to hold
the proceeds of a drawing on any Credit Support Instrument). The Trust Estate does not include toll
revenues generated by the RCTC 15 Express Lanes, Sales Tax Revenues generated by the Commission's
Measure A Sales Tax or proceeds of any of the Commission's sales tax revenue bonds, State or federal
grant funds or any other revenues of the Commission beyond Toll Revenues and the other components of
the Trust Estate described above.
Toll Revenues. "Toll Revenues," as defined in the Indenture, means (a) toll revenues, user fees,
fines, rents or other similar charges payable for use of the Toll Road, as well as fines and penalties and
interest thereon collected as a result of a failure to pay any such amounts, (b) proceeds of insurance
payable to or received by the Commission with respect to the Toll Road (whether by way of claims,
return of premiums, ex gratia settlements or otherwise), including proceeds from business interruption
insurance and loss of advance profits insurance, except for proceeds of fire and other casualty insurance
that are deposited to the Insurance and Condemnation Proceeds Account of the Project Fund and actually
applied or reserved for application to the repair, restoration or replacement of the Toll Road, (c) proceeds
of any condemnation awards with respect to the Toll Road, except to the extent deposited to the Insurance
and Condemnation Proceeds Account of the Project Fund and actually applied or reserved for application
to the replacement of the Toll Road, (d) liquidated damages for delayed completion of a Project payable
to the Commission under a construction contract relating to the Toll Road or a portion thereof, (e)
proceeds of credit support provided by the Toll Operator pursuant to the Operating Agreement, and (f)
any other incidental or related fees or charges; but excluding therefrom revenues from sale of excess
right-of-way property and cash advances representing deposits against future toll payments from users or
potential users of the Toll Road.
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Toll Road. "Toll Road," as defined in the Indenture, means lanes of a street, road or highway
upon which the Commission has all right, power and authority pursuant to law to impose tolls, and upon
which tolls are imposed by the Commission using any of the following tolling strategies: (a) general
purpose or generally -applicable tolls, (b) tolls that may be levied and may vary according to levels of
congestion anticipated or experienced or according to the occupancy of the vehicle, (c) any combination
of (a) and (b), and (d) any other tolling strategy the Commission may determine appropriate on a facility -
by -facility basis; and the related tolling facilities, as such tolled lanes and related facilities may from time
to time be expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that: (i) the
Commission irrevocably designates in writing that such toll lanes and related facilities, and any
expansion, improvement, upgrade, enlargement or enhancement constitutes a Toll Road generating Toll
Revenues thereunder and (ii) that (x) the additional Operation and Maintenance Expenses associated with
any such expansion, improvement, upgrade, enlargement or enhancement and (y) any additional
Obligations issued to finance the costs of any such expansion, improvement, upgrade, enlargement or
enhancement, shall not result in debt service coverage ratios for the Subordinate Obligations lower than
those described in toll and revenue covenants in the Indenture "Toll Road" does not include any Special
Project, as defined in the Indenture. "Toll Road" currently means the RCTC 91 Express Lanes. See
"RCTC 91 EXPRESS LANES."
Revenue. "Revenue," as defined in the Indenture, means (i) Toll Revenues; (ii) all interest or
other income from investment of money in the Funds and Accounts established under the Indenture
(excluding the Rebate Fund, the Surplus Fund, the Operation and Maintenance Fund, and any Fund or
Account established to hold the proceeds of a drawing on any Credit Support Instrument); and (iii) all
Swap Revenues; provided that in no event shall "Revenue" include Subsidy Payments.
Net Revenue. "Net Revenue," as defined in the Indenture, means for any Fiscal Year, Revenue
less Operation and Maintenance Expenses for that Fiscal Year (excluding, in such calculations, (i) any
extraordinary or one-time revenues from Revenue for such Fiscal Year, and (ii) any extraordinary or one-
time expenses from Operation and Maintenance Expenses for such Fiscal Year, but only if and to the
extent such extraordinary or one-time expenses are paid or payable from extraordinary or one-time
revenues being excluded from Revenue for such Fiscal Year) as set forth in (a) the audited financial
statements of the Commission for Fiscal Years for which audited financial statements are available, (b) to
the extent that audited financial statements are not available, the unaudited financial statements of the
Commission for Fiscal Years for which unaudited financial statements are available or (c) to the extent
that neither audited financial statements nor unaudited financial statements are available, projections of
the Commission. Net Revenue shall not include any amount on deposit in the Senior Lien Obligations
Reserve Fund, the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund.
Additionally, when calculating Net Revenue for purposes of incurring additional Obligations and setting
toll rates, Net Revenue shall only include the amounts received under clauses (b), (c) and (d) of the
definition of Toll Revenues to the extent that any such amounts are applied to, or reserved for, the
payment of principal of or interest on Obligations.
Limited Obligations
THE 2020 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE
COMMISSION SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER
THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE
STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF
IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2020 SERIES
BONDS.
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The 2020 Series Bonds are not secured by a mortgage or deed of trust on, or other security
interest in, the RCTC 91 Express Lanes.
Funds and Accounts; Flow of Funds under Indenture
The Indenture establishes the following Funds and Accounts, which are established and created
and maintained in trust by the Trustee:
• Toll Revenue Fund
• Project Fund, and within the Project Fund, the Senior Lien Obligations Account, the
Second Lien Obligations Account, the Subordinate Obligations Account, the Design
Build Contractor Payments Account and the Insurance and Condemnation Proceeds
Account
• Rebate Fund
• Senior Lien Obligations Fund and, within the Senior Lien Obligations Fund, the Senior
Lien Obligations Interest Account and the Senior Lien Obligations Principal Account
• Senior Lien Obligations Reserve Fund and, within the Senior Lien Obligations Reserve
Fund, the 2013 Bonds Reserve Account and the 2020 Series B Senior Bonds Reserve
Account
• Second Lien Obligations Fund and, within the Second Lien Obligations Fund, the Second
Lien Obligations Interest Account and the Second Lien Obligations Principal Account
• Second Lien Obligations Reserve Fund and, within the Second Lien Obligations Reserve
Fund, the 2020 Series C Second Lien Obligations Reserve Account
• Subordinate Obligations Fund and, within the Subordinate Obligations Fund, the
Subordinate Obligations Interest Account, the Subordinate Obligations Principal Account
and the Subordinate Obligations Prepayment Account
• Subordinate Obligations Reserve Fund
• Repair and Rehabilitation Fund
• Capital Expenditures Fund
• Residual Fund
The Indenture also establishes the Operation and Maintenance Fund and the Surplus Fund, which
are created and maintained by the Commission. The funds in the Operation and Maintenance Fund shall
be applied by the Commission to pay Operation and Maintenance Expenses in accordance with the terms
of the Indenture. See "Operation and Maintenance Fund" below. The funds in the Surplus Fund are not
subject to the lien and pledge of the Indenture, and the Commission has the exclusive right to withdraw or
otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such Person)
as directed by the Commission in writing in its sole discretion. See "Residual Fund; Surplus Fund"
below.
Deposit of Toll Revenues. As long as any Obligations or Reserve Facility Costs remain unpaid,
the Commission assigns and will cause Toll Revenues to be transmitted by the Toll Operator on at least a
weekly basis directly to the Trustee for deposit in the Toll Revenue Fund. Investment income on amounts
held by the Trustee in the Toll Revenue Fund shall also be deposited in the Toll Revenue Fund. All
moneys at any time held in the Toll Revenue Fund shall be held in trust for the benefit of the holders of
the Obligations and shall be disbursed, allocated and applied solely for the uses and purposes set forth in
the Indenture. Subject only to the provisions of the Indenture permitting the application thereof for or to
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the purposes and on the terms and conditions set forth in the Indenture, the Trustee shall be entitled to and
shall collect and receive all of the Revenue (including Toll Revenues), and any Revenue collected or
received by or on behalf of the Commission shall be deemed to be held, and to have been collected or
received, by or on behalf of the Commission as the agent of the Trustee and shall forthwith be paid by the
Commission to the Trustee.
Toll Revenue Fund. The Trustee shall make the following transfers and payments from the Toll
Revenue Fund in the amounts, at the times and only for the purposes specified below and in the following
order of priority (it being agreed that no amount shall be transferred on any date pursuant to any clause
below until amounts sufficient as of that Monthly Funding Date (to the extent applicable) for all the
purposes specified under the prior clauses shall have been transferred or set aside):
First, on each Monthly Funding Date, to the Operation and Maintenance Fund, the amount
necessary to increase the balance of the Operation and Maintenance Fund to an amount equal to the
Operation and Maintenance Expenses then due and payable, plus one -sixth (1/6) of the Operations and
Maintenance Expenses projected in accordance with the most recently -adopted Annual Operating Budget
of the Commission to be due and payable during the Fiscal Year continuing or commencing on the day
after such Monthly Funding Date;
Second, on each Monthly Funding Date, any payments then due and payable by the Commission
to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt borrowing
transaction under the Indenture;
Third, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Senior Lien Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Senior Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the
amount of the interest payable on such Senior Lien Obligations on the next interest payment date; (2) in
the case of Outstanding Senior Lien Obligations with quarterly interest payment dates, one-third (1/3) of
the amount of the interest payable on such Senior Lien Obligations on the next interest payment date; and
(3) in the case of Outstanding Senior Lien Obligations with monthly interest payment dates, the amount
of interest payable on such Senior Lien Obligations on the next interest payment date; plus (B) the sum of
any continuing shortfall in transfers required to have been made to the Senior Lien Obligations Interest
Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an
interest payment date or the last Monthly Funding Date before an interest payment date on any Senior
Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations
Interest Account equal to the amount payable on such Senior Lien Obligations on such interest payment
date; and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled Hedging
Obligations due under any Qualified Swap Agreements, if any, net of any scheduled amounts payable to
the Commission with respect to such scheduled Hedging Obligations;
Fourth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Senior Lien
Obligations Principal Account, the sum of (A)(1) in the case of Outstanding Senior Lien Obligations with
annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and
mandatory sinking fund redemptions due on such Senior Lien Obligations; and (2) in the case of
Outstanding Senior Lien Obligations with semi-annual principal or mandatory sinking fund payment
dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Senior Lien
Obligations; and (B) the sum of any shortfall in transfers required to have been made to the Senior Lien
Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding
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Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly
Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any Senior
Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations
Principal Account equal to the amount of principal due on such Senior Lien Obligations on such principal
payment date or mandatory sinking fund redemption date;
Fifth, on each Monthly Funding Date, to the Senior Lien Obligations Reserve Fund (or the
applicable Account therein) the amount necessary so that the balance therein equals the applicable Senior
Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall have
withdrawn moneys in the Senior Lien Obligations Reserve Fund or any Account therein for the purpose
of paying principal of or interest on the applicable Senior Lien Obligations when due as provided in the
Indenture, the Trustee shall limit such deposit to the Senior Lien Obligations Reserve Fund or the
applicable Account therein, on each of the next twelve Monthly Funding Dates after such withdrawal, to
an amount equal to one -twelfth (1/12th) of the aggregate amount of each such withdrawal until the amount
on deposit in the Senior Lien Obligations Reserve Fund (or the applicable Account therein) is equal to the
applicable Senior Lien Obligations Reserve Requirement; provided further however, that in the event
such requirements cannot be fully funded, the funds available shall be transferred to each Account in the
Senior Lien Obligations Reserve Fund ratably in accordance with its respective shortfall;
Sixth, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Second Lien Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Second Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the
amount of the interest payable on such Second Lien Obligations on the next interest payment date; (2) in
the case of Outstanding Second Lien Obligations with quarterly interest payment dates, one-third (1/3) of
the amount of the interest payable on such Second Lien Obligations on the next interest payment date;
and (3) in the case of Outstanding Second Lien Obligations with monthly interest payment dates, the
amount of interest payable on such Second Lien Obligations on the next interest payment date; plus (B)
the sum of any continuing shortfall in transfers required to have been made to the Second Lien
Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding
Date is also an interest payment date or the last Monthly Funding Date before an interest payment date on
any Second Lien Obligations, any other amount required to make the amount credited to the Second Lien
Obligations Interest Account equal to the amount payable on such Second Lien Obligations on such
interest payment date, and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled
payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the
Commission with respect to such scheduled Hedging Obligations, under any Swaps entered into in
connection with such Second Lien Obligations;
Seventh, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Second Lien
Obligations Principal Account, the sum of (A)(1) in the case of Outstanding Second Lien Obligations
with annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and
mandatory sinking fund redemptions due on such Second Lien Obligations; and (2) in the case of
Outstanding Second Lien Obligations with semi-annual principal or mandatory sinking fund payment
dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Second Lien
Obligations; and (B) the sum of any shortfall in transfers required to have been made to the Second Lien
Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding
Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly
Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any
Second Lien Obligations, any other amount required to make the amount credited to the Second Lien
99223117.7
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Obligations Principal Account equal to the amount of principal due on such Second Lien Obligations on
such principal payment date or mandatory sinking fund redemption date;
Eighth, on each Monthly Funding Date, to the Second Lien Obligations Reserve Fund (or the
applicable Account therein), the amount necessary so that the balance therein equals the applicable
Second Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall
have withdrawn moneys in the Second Lien Obligations Reserve Fund therein for the purpose of paying
principal of or interest on the applicable Second Lien Obligations when due as provided in the Indenture,
the Trustee shall limit such deposit to the Second Lien Obligations Reserve Fund, on each of the next
twelve Monthly Funding Dates after such withdrawal, to an amount equal to one -twelfth (1/12th) of the
aggregate amount of each such unreplenished withdrawal until the amount on deposit in the Second Lien
Obligations Reserve Fund is equal to the applicable Second Lien Obligations Reserve Requirement;
provided, further however, that in the event such requirements cannot be fully funded, the funds available
shall be transferred to each Account in the Second Lien Obligations Reserve Fund ratably in accordance
with its respective shortfall;
Ninth, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Subordinate Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Subordinate Obligations with semi-annual interest payment dates, one -sixth (1/6) of the
interest payable on such Subordinate Obligations on the next interest payment date; (2) in the case of
Outstanding Subordinate Obligations with quarterly interest payment dates, one-third (1/3) of the amount
of the interest payable on such Subordinate Obligations on the next interest payment date; and (3) in the
case of Outstanding Subordinate Obligations with monthly interest payment dates, the interest payable on
such Subordinate Obligations on the next interest payment date; plus (B) the sum of any continuing
shortfall in transfers required to have been made to the Subordinate Obligations Interest Account on any
preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest payment date
or the last Monthly Funding Date before an interest payment date on any Subordinate Obligations, any
other amount required to make the amount credited to the Subordinate Obligations Interest Account equal
to the interest payable on such Subordinate Obligations on such interest payment date; provided, however,
that with respect to Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the
interest component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Ninth clause;
Tenth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Subordinate
Obligations Principal Account the sum of (A)(1) in the case of Outstanding Subordinate Obligations with
annual principal payment dates, one -twelfth (1/12) of the principal due on such Subordinate Obligations
on the next principal payment date; and (2) in the case of Outstanding Subordinate Obligations with semi-
annual principal payment dates, one -sixth (1/6) of the principal redemptions due on such Subordinate
Obligations on the next principal payment date; plus (B) the sum of any shortfall in transfers required to
have been made to the Subordinate Obligations Principal Account on any previous Monthly Funding
Date; plus (C) if the Monthly Funding Date is also a principal payment date or the last Monthly Funding
Date before a principal payment date (or mandatory sinking fund redemption date) on any Subordinate
Obligations, any other amount required to make the amount credited to the Subordinate Obligations
Principal Account equal to the amount of principal due on such Subordinate Obligations on such principal
payment date or mandatory sinking fund redemption date; provided, however, that with respect to
Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the principal
component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Tenth clause;
99223117.7
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Eleventh, on each Monthly Funding Date, to the Subordinate Obligations Reserve Fund (or the
applicable Account therein), the amount, if any, necessary to increase the balance therein (taking into
account amounts then on deposit therein) to the Subordinate Obligations Reserve Requirement;
Twelfth, in the event the Commission has Subordinate Obligations Outstanding in the form of or
securing payment of a TIFIA Loan, on each Monthly Funding Date commencing on the Monthly Funding
Date that is six months prior to the date on which TIFIA Scheduled Debt Service is first due and payable,
to the Subordinate Obligations Interest Account, an amount which equals one -sixth (1/6) of the TIFIA
Scheduled Debt Service (excluding any amounts to be applied to TIFIA Mandatory Debt Service in
accordance with the Ninth and Tenth clauses above) due and payable on the immediately succeeding
payment date for such TIFIA Loan;
Thirteenth, on each Monthly Funding Date, to the extent sufficient funds are then available after
application of funds for the purposes specified in the prior clauses First through Twelfth, to the Repair
and Rehabilitation Fund, an amount equal to the Scheduled Repair and Rehabilitation Fund Required
Deposit for such Monthly Funding Date. If sufficient funds are not then available on a particular Monthly
Funding Date, after application of funds for the purposes specified in the prior clauses First through
Twelfth, to fund the Scheduled Repair and Rehabilitation Fund Required Deposit or if the Commission
has elected to defer all or a portion of the Scheduled Repair and Rehabilitation Fund Required Deposit for
a prior Monthly Funding Date or Monthly Funding Dates, the Commission may use funds on each
subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled Repair and
Rehabilitation Fund Required Deposit from previous Monthly Funding Dates;
Fourteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to the extent
necessary to fund such Fund so that the balance therein (taking into account all amounts then on deposit
therein) equals the aggregate amount of Capital Expenditures Fund Permitted Expenditures as set forth in
a Written Request of the Commission, which amount may be $0 if no Written Request of the Commission
is provided prior to such Monthly Funding Date;
Fifteenth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable to the counterparties to Qualified Swap Agreements or Swaps, an amount equal
to any Hedging Termination Obligations payable upon a termination of any such Qualified Swap
Agreements or Swaps; and
Sixteenth, on each Monthly Funding Date, and only to the extent funds are then available after
application of funds for the purposes specified in the prior First through Fifteenth clauses, on such
Monthly Funding Date, to the Residual Fund, all remaining amounts, if any.
Amounts in the Residual Fund shall be applied as described in "Residual Fund; Surplus Fund"
below.
To the extent that on any Calculation Date or any other date of determination requested by the
Commission the Commission determines that (i) the amounts on deposit in the Senior Lien Obligations
Reserve Fund are in excess of the applicable Senior Lien Obligations Reserve Requirement, (ii) the
amounts on deposit in the Second Lien Obligations Reserve Fund are in excess of the applicable Second
Lien Obligations Reserve Requirement, (iii) the amounts on deposit in the Subordinate Obligations
Reserve Fund are in excess of the applicable Subordinate Obligations Reserve Requirement, (iv) the
amounts on deposit in the Repair and Rehabilitation Fund are certified by the Commission to be in excess
of what is required for expected Repair and Rehabilitation Fund Permitted Expenditures, or (v) the
amounts on deposit in the Capital Expenditures Fund are certified by the Commission to no longer be
99223117.7
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needed for making Capital Expenditures Fund Permitted Expenditures, then in each such case, as
applicable, the excess amounts shall be transferred into the Toll Revenue Fund.
Insurance and Condemnation Proceeds Account. Proceeds of fire and other casualty insurance
payable to or received by the Commission with respect to the Toll Road (whether by way of claims,
return of premiums, ex gratia settlements or otherwise), and proceeds of any condemnation awards
payable to or received by the Commission with respect to the Toll Road shall be transferred to the Trustee
and deposited by the Trustee into the Insurance and Condemnation Proceeds Account. Amounts on
deposit in the Insurance and Condemnation Proceeds Account may be used by the Commission to pay the
costs of restoration, repair or rehabilitation of the Toll Road or portion thereof to which such insurance or
condemnation proceeds relate; provided, however, that any portion of such amounts that the Commission
elects not to use for such restoration, repair or rehabilitation of the Toll Road or that are in excess of the
amount needed for such restoration, repair or rehabilitation of the Toll Road, as evidenced by a Certificate
of the Commission delivered to the Trustee, shall be transferred to the Redemption Fund and applied to
the prepayment of principal of Outstanding Highest Priority Obligations. Funds therein shall be disbursed
pursuant to a Funds Transfer Certificate in accordance with the provisions of the Indenture.
Operation and Maintenance Fund. Upon receipt of amounts transferred to the Operation and
Maintenance Fund under the Indenture, the Commission shall thereafter apply the funds in the Operation
and Maintenance Fund for the payment of Operation and Maintenance Expenses in accordance with the
most recently adopted annual budget of the Commission, as prescribed by the Indenture.
Capital Expenditures Fund. The Trustee shall cause amounts in the Toll Revenue Fund, to the
extent available, to be deposited into the Capital Expenditures Fund on each Monthly Funding Date.
On any date on which Capital Expenditures Fund Permitted Expenditures are due and payable or
reasonably expected to become due and payable in accordance with the Indenture, monies on deposit in
the Capital Expenditures Fund shall be applied by the Trustee pursuant to a Written Request of the
Commission to pay such Capital Expenditures Fund Permitted Expenditures. Any amounts on deposit in
the Capital Expenditures Fund that are certified by the Commission to no longer be needed for making
Capital Expenditures Fund Permitted Expenditures, shall be applied in accordance with the Indenture.
If, after transferring any funds then on deposit in the Residual Fund in accordance with the
Indenture, on the Business Day prior to an interest payment date or principal payment date, the amount
then on deposit in the Senior Lien Obligations Fund, the Second Lien Obligations Fund or the
Subordinate Obligations Fund is insufficient to pay the principal of, and/or interest on, the related Senior
Lien Obligations, Second Lien Obligations and/or Subordinate Obligations secured thereby then due, the
Trustee shall make the following transfers from amounts on deposit in the Capital Expenditures Fund in
the following order of priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Subordinate Obligations.
Any amounts on deposit in the Capital Expenditures Fund that are certified by the Commission to
no longer be needed for making Capital Expenditures Fund Permitted Expenditures will be transferred to
the Toll Revenue Fund.
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Senior Lien Obligations Reserve Fund. On the date of issuance of any Series of Senior Lien
Obligations that has a Senior Lien Obligations Reserve Requirement, the Senior Lien Obligations Reserve
Requirement for those Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve
Fund in an Account solely for the benefit of those Senior Lien Obligations. Alternatively, the
Supplemental Indenture for any Series of Senior Lien Obligations may establish a pooled Senior Lien
Obligations Reserve Requirement for that Series of Senior Lien Obligations and any one or more
subsequently issued Series of Senior Lien Obligations with the same pooled Senior Lien Obligations
Reserve Requirement, in which case the Senior Lien Obligations Reserve Requirement for such Series of
Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve Fund in an Account
solely for the benefit of those Senior Lien Obligations and any additional Senior Lien Obligations with
the same pooled Senior Lien Obligations Reserve Requirement, and on the date of issuance of any such
additional Senior Lien Obligations, there shall be deposited in the Account the amount necessary to
increase the balance in the Account to an amount equal to the Senior Lien Obligations Reserve
Requirement for all Senior Lien Obligations secured by that Account.
The Third Supplemental Indenture establishes the 2020 Series B Senior Bonds Reserve Account
within the Senior Lien Obligations Reserve Fund, to be funded in the amount of the 2020 Series B Senior
Bonds Reserve Requirement, solely for the benefit of the holders of the 2020 Series B Senior Bonds and
any Senior Lien Bonds issued to refinance all or a portion of the 2020 Series B Senior Bonds. The Third
Supplemental Indenture also designates the 2020 Series A Senior Bonds as 2013 Bonds Reserve Account
Obligations and as such the 2020 Series A Senior Bonds will be secured by the 2013 Bonds Reserve
Account together with the 2013 Series B Senior Bonds.
Monies on deposit in each Account within the Senior Lien Obligations Reserve Fund shall be
applied by the Trustee as follows:
(1) If on any (x) interest payment date for Senior Lien Obligations secured by an
Account within the Senior Lien Obligations Reserve Fund, (y) principal payment date for such
Senior Lien Obligations or (z) redemption date on which such Senior Lien Obligations are subject
to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the
Senior Lien Obligations Fund, determined after taking into account all amounts transferred to
such Account of the Senior Lien Obligations Fund in accordance with clauses Third and Fourth
of the clauses describing the Indenture flow of funds, and amounts transferred from the following
Funds in the following order of priority, the Residual Fund, the Capital Expenditures Fund, the
Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with the Indenture on
or prior to such date, is not sufficient to pay interest and/or principal and/or the redemption price
(excluding any redemption premium) due on such Senior Lien Obligations, then moneys shall be
transferred to the Senior Lien Obligations Interest Account and/or the Senior Lien Obligations
Principal Account, as applicable, from the applicable Account of the Senior Lien Obligations
Reserve Fund which, together with moneys then on deposit in the applicable Account of the
Senior Lien Obligations Fund, will be sufficient to pay interest and/or principal and/or the
redemption price (excluding any redemption premium) due on such Senior Lien Obligations on
such date. Moneys shall be transferred first to the Senior Lien Obligations Interest Account until
such Account, together with any available funds then on deposit in the Senior Lien Obligations
Interest Account is sufficiently funded with respect to such Senior Lien Obligations and
thereafter, to the Senior Lien Obligations Principal Account until such Account, together with any
available funds then on deposit in the Senior Lien Obligations Principal Account is sufficiently
funded with respect to such Senior Lien Obligations.
(2) Upon the maturity of the Senior Lien Obligations secured by funds on deposit in
an Account of the Senior Lien Obligations Reserve Fund or upon the earlier redemption of all or
99223117.7
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any portion of such Senior Lien Obligations, the Commission may direct the Trustee to transfer
amounts on deposit in the applicable Account within the Senior Lien Obligations Reserve Fund to
the Senior Lien Obligations Principal Account for application to the final payment of principal of
all or a portion of the Senior Lien Obligations secured thereby or to an escrow account
established for defeasance of such Senior Lien Obligations pursuant to the Indenture, provided
that, if less than all of the Senior Lien Obligations mature or are redeemed, the amount remaining
on deposit in such Account of the Senior Lien Obligations Reserve Fund following any such
transfer shall not be less than the Senior Lien Obligations Reserve Requirement applicable to the
Senior Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit in an
Account of the Senior Lien Obligations Reserve Fund in excess of the applicable Senior Lien
Obligations Reserve Requirement shall be transferred to the Toll Revenue Fund.
The Senior Lien Obligations Reserve Requirement for any Series of Senior Lien Obligations may
be permitted or required by the Supplemental Indenture establishing the Senior Lien Obligations Reserve
Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions for any
Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture establishing the
Senior Lien Obligations Reserve Requirement to be met in whole or in part by the Reserve Facility,
provided that those terms and conditions shall conform to and be consistent with the provisions set forth
in the Indenture. The Trustee shall withdraw cash (and liquidate investments to produce cash) and draw
on Reserve Facilities in or with respect to any Account in the Senior Lien Obligations Reserve Fund to
fund payments of principal of and interest on Senior Lien Obligations supported by such Account in the
Senior Lien Obligations Reserve Fund in the manner and in the order specified in the Indenture and in the
applicable Supplemental Indenture. The Indenture shall not be discharged until all Reserve Facility Costs
owing to a Reserve Facility Provider have been paid in full.
If the Commission subsequently incurs a Subordinate Obligation in the form of or securing
payment of a TIFIA Loan that is secured by an Account within the Subordinate Obligations Reserve
Fund, upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in
writing, such Account within the Subordinate Obligations Reserve Fund will become an Account within
the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the
Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the
Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the
form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior
Lien Obligations Reserve Fund.
Second Lien Obligations Reserve Fund. On the date of issuance of any Series of Second Lien
Obligations that has a Second Lien Obligations Reserve Requirement, the Second Lien Obligations
Reserve Requirement for those Second Lien Obligations shall be deposited in the Second Lien
Obligations Reserve Fund in an Account solely for the benefit of those Second Lien Obligations.
Alternatively, the Supplemental Indenture for any Series of Second Lien Obligations may establish a
pooled Second Lien Obligations Reserve Requirement for that Series of Second Lien Obligations and any
one or more subsequently issued Series of Second Lien Obligations with the same pooled Second Lien
Obligations Reserve Requirement, in which case the Second Lien Obligations Reserve Requirement for
such Series of Second Lien Obligations shall be deposited in the Second Lien Obligations Reserve Fund
in an Account solely for the benefit of those Second Lien Obligations and any additional Second Lien
Obligations with the same pooled Second Lien Obligations Reserve Requirement, and on the date of
issuance of any such additional Second Lien Obligations, there shall be deposited in the Account the
amount necessary to increase the balance in the Account to an amount equal to the Second Lien
Obligations Reserve Requirement for all Second Lien Obligations secured by that Account.
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The Fourth Supplemental Indenture establishes the 2020 Series C Second Lien Obligations
Reserve Account within the Second Lien Obligations Reserve Fund, to be funded in the amount of the
2020 Series C Second Lien Obligations Reserve Requirement, solely for the benefit of the holders of the
2020 Series C Second Lien Bonds and any Second Lien Obligations issued to refinance all or a portion of
the 2020 Series C Second Lien Bonds.
Monies on deposit in each Account within the Second Lien Obligations Reserve Fund shall be
applied by the Trustee as follows:
(1) If on any (x) interest payment date for Second Lien Obligations secured by an
Account within the Second Lien Obligations Reserve Fund, (y) principal payment date for such
Second Lien Obligations or (z) redemption date on which such Second Lien Obligations are
subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account
of the Second Lien Obligations Fund, determined after taking into account all amounts transferred
to such Account of the Second Lien Obligations Fund in accordance with clauses Sixth and
Seventh of the clauses describing the Indenture flow of funds, and amounts transferred from the
following Funds in the following order of priority, the Residual Fund, the Capital Expenditures
Fund, the Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with the
Indenture on or prior to such date, is not sufficient to pay interest and/or principal and/or the
redemption price (excluding any redemption premium) due on such Second Lien Obligations,
then moneys shall be transferred to the Second Lien Obligations Interest Account and/or the
Second Lien Obligations Principal Account, as applicable, from the applicable Account of the
Second Lien Obligations Reserve Fund which, together with moneys then on deposit in the
applicable Account of the Second Lien Obligations Fund, will be sufficient to pay interest and/or
principal and/or the redemption price (excluding any redemption premium) due on such Second
Lien Obligations on such date. Moneys shall be transferred first to the Second Lien Obligations
Interest Account until such Account, together with any available funds then on deposit in the
Second Lien Obligations Interest Account is sufficiently funded with respect to such Second Lien
Obligations and thereafter, to the Second Lien Obligations Principal Account until such Account,
together with any available funds then on deposit in the Second Lien Obligations Principal
Account is sufficiently funded with respect to such Second Lien Obligations.
(2) Upon the maturity of the Second Lien Obligations secured by funds on deposit in
an Account of the Second Lien Obligations Reserve Fund or upon the earlier redemption of all or
any portion of such Second Lien Obligations, the Commission may direct the Trustee to transfer
amounts on deposit in the applicable Account within the Second Lien Obligations Reserve Fund
to the Second Lien Obligations Principal Account for application to the final payment of principal
of all or a portion of the Second Lien Obligations secured thereby or to an escrow account
established for defeasance of such Second Lien Obligations pursuant to the Indenture, provided
that, if less than all of the Second Lien Obligations mature or are redeemed, the amount
remaining on deposit in such Account of the Second Lien Obligations Reserve Fund following
any such transfer shall not be less than the Second Lien Obligations Reserve Requirement
applicable to the Second Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit in an
Account of the Second Lien Obligations Reserve Fund in excess of the applicable Second Lien
Obligations Reserve Requirement shall be transferred to the Toll Revenue Fund.
The lien on the Second Lien Obligations Reserve Fund (and all earnings thereon) shall apply only
to the Second Lien Obligations and the related interest of the Holder of such Second Lien Obligations
with respect to amounts on deposit in such Fund from time to time, and such amounts shall be solely for
99223117.7
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the benefit of such holder of Second Lien Obligations until such funds have been disbursed in accordance
with the Indenture.
The Second Lien Obligations Reserve Requirement for any Series of Second Lien Obligations
may be permitted or required by the Supplemental Indenture establishing the Second Lien Obligations
Reserve Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions
for any Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture
establishing the Second Lien Obligations Reserve Requirement to be met in whole or in part by the
Reserve Facility, provided that those terms and conditions shall conform to and be consistent with the
provisions set forth in the Indenture. The Trustee shall withdraw cash (and liquidate investments to
produce cash) and draw on Reserve Facilities in or with respect to any Account in the Second Lien
Obligations Reserve Fund to fund payments of principal of and interest on Second Lien Obligations
supported by such Account in the Second Lien Obligations Reserve Fund in the manner and in the order
specified in the Indenture and in the applicable Supplemental Indenture. The Indenture shall not be
discharged until all Reserve Facility Costs owing to a Reserve Facility Provider have been paid in full.
Repair and Rehabilitation Fund. The Trustee shall, in accordance with clause Thirteenth of the
clauses describing the Indenture flow of funds, cause amounts in the Toll Revenue Fund, to the extent
available, to be deposited into the Repair and Rehabilitation Fund from time to time in an amount equal to
the Scheduled Repair and Rehabilitation Fund Required Deposit. Any amounts on deposit in the Repair
and Rehabilitation Fund certified by the Commission as no longer being needed for Repair and
Rehabilitation Fund Permitted Expenditures shall be transferred to the Toll Revenue Fund.
On each date on which Repair and Rehabilitation Fund Permitted Expenditures are due and
payable or reasonably expected to become due and payable, monies on deposit in the Repair and
Rehabilitation Fund shall be applied by the Trustee pursuant to a Written Request of the Commission to
pay such Repair and Rehabilitation Fund Permitted Expenditures.
If, after transferring any funds then on deposit in the Residual Fund and in the Capital
Expenditures Fund in accordance with the Indenture, on the Business Day prior to an interest payment
date or principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the
Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of,
and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate
Obligations secured thereby then due, the Trustee shall make the following transfers from amounts on
deposit in the Repair and Rehabilitation Fund in the following order of priority; first, to the Senior Lien
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Senior Lien Obligations; second, to the Second Lien
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Second Lien Obligations and third, to the Subordinate
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Subordinate Obligations.
Residual Fund; Surplus Fund. If on the Business Day prior to an interest payment date or
principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien
Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of, and/or
interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate Obligations
secured thereby then due, the Trustee shall make the following transfers from amounts on deposit in the
Residual Fund in the following order of priority; first, to the Senior Lien Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
payment date on the Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
99223117.7
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payment date on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
payment date on the Subordinate Obligations.
Funds on deposit in the Surplus Fund and funds credited to such Fund will not be subject to the
lien and pledge of the Indenture, and the Commission will have the exclusive right to withdraw or
otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such Person)
as directed by the Commission in writing in its sole discretion.
A graphical summary of the flow of Toll Revenues described above is presented in the following
chart:
99223117.7
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RCTC 91 EXPRESS LANES
TOLL REVENUES FLOW OF FUNDS
Tol Revenue Find
I Operation and
• Mantenance Fund
1
Rebate Fund
Senior Lien Obigations
Interest Account
Senior Lien Obigations
Prirdpal Account
Senior Lien Obigations
Reserve Fund
Second Lien Obigations
Interest Account
Second Lien Obigaihorrs
Principal Account
Second Lien Obigations
Reserve Fund
Subordimab Obligations
Interest Account
Subordivata Obligations
Principal Account
Subordkiate Obligations
Reserve Fund
Repot and Rehabiiletion
Fund
Capital 6rpendhras
Fund
_ _ _
Hedging Termilatian
• Obigations
Residual Fund
L
Surplus
• Fund
I .
Funds and Accounts pledged to the payment of debt service on the 2020 Bonds.
Funds and Accounts held by the Trustee.
Funds and Accounts held by the Commission or amounts paid clrectly to ablgors.
99223117.7
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2020 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations
The 2020 Series A Senior Bonds are designated as 2013 Bonds Reserve Account Obligations
pursuant to the Third Supplemental Indenture. As such, the Trust Estate securing the 2020 Series A
Senior Bonds includes amounts held in the 2013 Bonds Reserve Account within the Senior Lien
Obligations Reserve Fund. On the date of delivery of the 2020 Series A Senior Bonds, proceeds of the
2020 Series A Senior Bonds in the amount of $ , representing the additional amount needed
to meet the 2013 Bonds Reserve Requirement following issuance of the 2020 Series A Senior Bonds and
refunding of the 2013 Series A Senior Bonds, will be deposited in the 2013 Bonds Reserve Account.
Funds held in the 2013 Bonds Reserve Account shall secure only the 2013 Bonds Reserve Account
Obligations, which at closing will consist of the 2020 Series A Senior Bonds and the 2013 Series B
Senior Bonds, and such amounts shall be applied pursuant to the Indenture to make up any shortfall in the
payment of interest, principal and/or redemption price (excluding any redemption premium) due on the
2013 Bonds Reserve Account Obligations.
The First Supplemental Indenture defines "2013 Bonds Reserve Requirement" to mean, with
respect to the 2013 Bonds Reserve Account Obligations, which at closing will consist of the 2020 Series
A Senior Bonds and the 2013 Series B Senior Bonds, an amount, calculated as of the most recent Issue
Date of 2013 Bonds Reserve Account Obligations, equal to the least of (i) Maximum Annual Debt
Service on the Outstanding 2013 Bonds Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2013 Bonds Reserve Account Obligations, or (iii)
ten percent (10%) of the original principal amount of the 2013 Bonds Reserve Account Obligations.
2020 Series B Senior Bonds Reserve Account
The Trust Estate securing the 2020 Series B Senior Bonds includes amounts held in the 2020
Series B Senior Bonds Reserve Account within the Senior Lien Obligations Reserve Fund. On the date of
delivery of the 2020 Series B Senior Bonds, proceeds of the 2020 Series B Senior Bonds in the amount of
$ , representing the 2020 Series B Senior Bonds Reserve Requirement, will be deposited in
the 2020 Series B Senior Bonds Reserve Account. Funds held in the 2020 Series B Senior Bonds Reserve
Account shall secure only the 2020 Series B Senior Bonds Reserve Account Obligations, and such
amounts shall be applied pursuant to the Indenture to make up any shortfall in the payment of interest,
principal and/or redemption price (excluding any redemption premium) due on the 2020 Series B Senior
Bonds Reserve Account Obligations, which at closing will consist of the 2020 Series B Senior Bonds.
The Third Supplemental Indenture defines "2020 Series B Senior Bonds Reserve Requirement"
to mean, with respect to the 2020 Series B Senior Bonds and any other 2020 Series B Senior Bonds
Reserve Account Obligations, an amount, calculated as of the most recent Issue Date of 2020 Series B
Senior Bonds Reserve Account Obligations, equal to the least of (i) Maximum Annual Debt Service on
the Outstanding 2020 Series B Senior Bonds Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2020 Series B Senior Bonds Reserve Account
Obligations, or (iii) ten percent (10%) of the original principal amount of the 2020 Series B Senior Bonds
Reserve Account Obligations.
2020 Series C Second Lien Obligations Reserve Account
The Trust Estate securing the 2020 Series C Second Lien Bonds includes amounts held in the
2020 Series C Second Lien Obligations Reserve Account within the Second Lien Obligations Reserve
Fund. On the date of delivery of the 2020 Series C Second Lien Bonds, proceeds of the 2020 Series C
Second Lien Bonds in the amount of $ , representing the 2020 Series C Second Lien Bonds
Reserve Requirement, will be deposited in the 2020 Series C Second Lien Obligations Reserve Account.
99223117.7
25
Funds held in the 2020 Series C Second Lien Obligations Reserve Account shall secure only the 2020
Series C Second Lien Obligations Reserve Account Obligations, and such amounts shall be applied
pursuant to the Indenture to make up any shortfall in the payment of interest, principal and/or redemption
price (excluding any redemption premium) due on the 2020 Series C Second Lien Obligations Reserve
Account Obligations, which at closing will consist of the 2020 Series C Second Lien Bonds.
The Fourth Supplemental Indenture defines "2020 Series C Second Lien Bonds Reserve
Requirement" to mean, with respect to the 2020 Series C Second Lien Bonds and any other 2020 Series C
Second Lien Obligations Reserve Account Obligations, an amount, calculated as of the most recent Issue
Date of 2020 Series C Second Lien Obligations Reserve Account Obligations, equal to the least of (i)
Maximum Annual Debt Service on the Outstanding 2020 Series C Second Lien Obligations Reserve
Account Obligations, (ii) one hundred twenty-five percent (125%) of average Annual Debt Service on the
2020 Series C Second Lien Obligations Reserve Account Obligations, or (iii) ten percent (10%) of the
original principal amount of the 2020 Series C Second Lien Obligations Reserve Account Obligations
with respect to all Outstanding 2020 Series C Second Lien Bonds.
Rate Covenant and Annual Budget
The Commission covenants that it shall at all times, beginning in the first full Fiscal Year
following the Substantial Completion Date for the RCTC 91 Express Lanes, establish, levy, maintain and
collect tolls in connection with the Toll Road and establish such charges for use of the property
constituting part of the Toll Road, including, without limitation and as permitted by law, leasehold
payments, concession payments, rents and other charges, as shall be sufficient, collectively, to produce
Net Revenue in each Fiscal Year, equal to or in excess of the ratios set forth in each of (1), (2), and (3)
below:
(1) one hundred fifty percent (150%) of the Annual Debt Service in such Fiscal Year
on all Outstanding Senior Lien Obligations;
(2) one hundred thirty percent (130%) of the Annual Debt Service in such Fiscal
Year on all Outstanding Senior Lien Obligations, Second Lien Obligations and Subordinate
Obligations; and
(3) one hundred percent (100%) of the Annual Debt Service in such Fiscal Year on
all Outstanding Obligations, plus the amounts required to be deposited into the Senior Lien
Obligations Reserve Fund, the Second Lien Obligations Reserve Fund, the Subordinate
Obligations Reserve Fund, the Capital Expenditures Fund and the Repair and Rehabilitation Fund
and any other Fund established by a Supplemental Indenture to be funded by Revenue.
In making the calculations in (1), (2), and (3) above, the Commission may take into consideration
as a credit against Annual Debt Service any amounts received, or reasonably expected to be received, in
the Fiscal Year from or as a result of any additional security irrevocably granted or pledged to the
Bondholders by the Commission with respect to the Obligations in accordance with the Indenture;
provided, that if such grant or pledge is not for the benefit of all Obligations, the amounts expected to be
received may only be taken into account when making the calculation with respect to the Obligations
receiving the benefit of such grant or pledge.
Beginning in the first full Fiscal Year following the Substantial Completion Date for the RCTC
91 Express Lanes, the Commission covenants: (i) to compute projected Net Revenue for each Fiscal Year
and the projected ratios described in (1), (2) and (3) above (each, a "Coverage Ratio") within ten Business
Days after the beginning of that Fiscal Year (such date of computation being hereinafter referred to as a
99223117.7
26
"Coverage Calculation Date"); (ii) to furnish promptly to the Trustee a Certificate of the Commission
setting forth the results of such computations; and (iii) if any Coverage Ratio is less than the applicable
rate requirement, to take such action as promptly as practicable after the Coverage Calculation Date
(including, without limitation, increasing Toll Revenues through toll increases) as the Commission
projects is necessary to cause each projected Coverage Ratio for each Fiscal Year to equal or exceed the
rate requirement for each such Fiscal Year.
Within 60 days after the end of each Fiscal Year, the Commission will file with the Trustee a
report setting forth the Net Revenue for such Fiscal Year. The failure of toll rates to yield an amount
sufficient to achieve each Coverage Ratio shall not be deemed to constitute an Event of Default so
long as the Commission complies with the requirements set forth below. If any such report indicates
that the Net Revenue for such Fiscal Year was less than the amount required, then as soon as practicable
after delivering such report to the Trustee and the Commission shall take such actions as it deems
appropriate for the current Fiscal Year for purposes of meeting or exceeding such requirement. If any
such report indicates that the Net Revenue for such Fiscal Year was less than the amount required for a
second consecutive Fiscal Year, then as soon as practicable after delivering such report to the Trustee and
the Commission shall employ a Traffic Consultant to review and analyze the operations of the Toll Road
and to submit to the Board, as soon as practicable (but not later than such date as will enable the Board to
act upon it within 180 days after the end of the Fiscal Year in question), a written report which shall
include the actions that the Traffic Consultant recommends should be taken by the Commission with
respect to (i) revising the toll rates or the Commission's toll rate policies, (ii) altering its methods of
operation, or (iii) taking other action projected to produce the amount so required to comply in each year
with each Coverage Ratio (or, if less, the maximum amount deemed feasible by the Traffic Consultant
and that the Traffic Consultant estimates will not adversely affect the amount of Net Revenue). Promptly
upon its receipt of such written report (and, in any case, within 180 days after the end of the Fiscal Year
in question), after giving due consideration thereto, the Commission will revise the toll rates or toll
policies, as permitted by law, alter its methods of operation, or take such other action as it deems
appropriate. Such revisions, alterations, or actions need not comply with the recommendations of the
Traffic Consultant so long as Net Revenue projected by the Traffic Consultant to be produced by the
revisions, alterations or actions then taken by the Commission are at least equal to the amount required
under the Indenture.
The Commission further covenants that such toll rates for traffic using the Toll Road will be
established and maintained in a reasonable way to cover all traffic (other than vehicles used for
maintaining the Toll Road; police, fire, and other public emergency vehicles; buses owned and operated
by any public agency; vehicles with multiple passengers or which allow for a limited number of
passengers, including motorcycles, according to policies determined by the State or the Commission;
electric, hybrid -electric and other vehicles that meet emission -reduction policies determined by the State
or the Commission; vehicles which are otherwise exempt from payment of tolls under State or federal
law; and any vehicles during a public emergency declared by the Commission) consistent with the
requirements hereof, but with such classifications as the Commission may deem appropriate.
Notwithstanding any provision to the contrary, nothing in the Indenture shall be deemed to
require the Commission to collect tolls and other fees with respect to which the Commission has
determined, based upon a report from a Traffic Consultant, that the costs of collection would exceed the
amount of tolls and other fees expected to be collected; and provided further that nothing contained in the
Indenture shall prevent the Commission from temporarily reducing or eliminating tolls and other fees in
connection with programs which it intends to use to increase Net Revenue.
The Commission covenants that, for each Fiscal Year, it will take such actions as may be required
of it to prepare and will adopt an annual budget in accordance with applicable law, including the Act, and
99223117.7
27
the Toll Agreements. The Commission further covenants that it will provide to the Trustee (A) no later
than 30 days prior to the commencement of each Fiscal Year, an operating plan and a preliminary budget,
and (B) not later than the first day of each Fiscal Year, a copy of the Commission's final budget (such
copy of the final budget being referred to herein as the "Annual Operating Budget"). The Trustee shall
have no responsibility to review such preliminary budget or Annual Operating Budget and shall only
retain such documents as a repository for the holders of the Obligations.
Existing Obligations
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount
of 2013 Series A Senior Bonds, $[80,604,924] in accreted value of its 2013 Series B Senior Bonds and
$482,169,632 principal amount plus compounded interest of TIFIA Obligations, which are Subordinate
Obligations under the Indenture. Upon the issuance of the 2020 Series Bonds, all of the 2013 Series A
Bonds and all of the TIFIA Obligations will be refunded and no longer Outstanding. See "PLAN OF
REFUNDING" and "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
Additional Senior Lien Obligations
Upon the issuance of the 2020 Senior Bonds and the application of proceeds thereof, the
Commission's outstanding Senior Lien Obligations will include, in addition to the 2020 Senior Bonds,
$[80,604,924] in accreted value of the 2013 Series B Senior Bonds. See "PLAN OF REFUNDING."
Additional Senior Lien Obligations may be issued if from time to time the requirements described in
clauses (a), (b) or (c) below are met.
(a) The Senior Lien Obligations are issued for purposes of refunding Outstanding Senior
Lien Obligations by providing funds for the payment of any or all of the following:
(1) The Bond Obligation, redemption or purchase price (including premium, if any)
of the Outstanding Senior Lien Obligations to be refunded;
(2) All expenses incident to the calling, retiring or paying of such Outstanding
Senior Lien Obligations, the Costs of Issuance of such refunding Senior Lien Obligations, and
any termination payments or other payments to the holders of obligations of the Commission
entered into pursuant to California Government Code Section 5922 (or any similar statute) related
to such Outstanding Obligations;
(3) Interest on all Outstanding Senior Lien Obligations to be refunded to the date
such Senior Lien Obligations will be called for redemption or paid at maturity; and
(4) Interest on the refunding Senior Lien Obligations from the date thereof to the
date of payment or redemption of the Senior Lien Obligations to be refunded;
provided that the Commission delivers a Certificate of the Commission to the effect that the
Commission projects that the Average Annual Debt Service on all Outstanding Obligations after
the issuance of the proposed additional Senior Lien Obligations will be less than the Average
Annual Debt Service on all Outstanding Obligations prior to the issuance of such proposed Senior
Lien Obligations; and provided further, that, if the maturity date of such additional Senior Lien
Obligations to be issued extends to a date later than the stated final maturity date of the
Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final
maturity date of such refunded Obligations is projected to be not less than one hundred thirty
99223117.7
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percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all
Outstanding Obligations, including the proposed additional Senior Lien Obligations.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(b) The Commission delivers a report of the Traffic Consultant to the effect that, as of the
date of issuance of the additional Senior Lien Obligations:
(1) Net Revenue during the preceding Calculation Period ending not more than
ninety (90) days prior to the date of delivery of the proposed additional Senior Lien Obligations,
was sufficient to satisfy the Toll Road rate covenant of the Indenture (which report may assume
that a revision of the tolls that was approved and implemented by the Commission subsequent to
the beginning of such Calculation Period had been in effect for the entire Calculation Period), and
(2) projected Net Revenue for each Fiscal Year over the term of the proposed
additional Senior Lien Obligations is expected to be sufficient to satisfy the Toll Road rate
covenant of the Indenture in each Fiscal Year. In calculating projected Net Revenue, the Traffic
Consultant shall take into account amounts projected to be received from any change in toll
policy (provided that no additional approvals need to be obtained and no additional requirements
need to be satisfied in order to implement any such toll policy) and any additional toll lanes and
facilities to be designated as included within the definition of Toll Road.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(c) The Senior Lien Obligations constitute Completion Obligations; provided, however, that
prior to the incurrence of such Completion Obligations, the Commission shall furnish to the Trustee: (i) a
certificate of a licensed architect or Consulting Engineer estimating the costs of completing the facilities
for which such Completion Obligations are to be incurred, (ii) a Certificate of the Commission certifying
that the amount of such Completion Obligations to be incurred will be sufficient, together with other
funds, if applicable, to complete construction of the facilities as estimated by the architect or Consulting
Engineer in respect of which such Completion Obligation is to be incurred and pay capitalized interest, if
any, on Commission Obligations Outstanding during the completion period, and (iii) written evidence
from the applicable credit rating agency or agencies that such Senior Lien Obligations will be rated at an
investment grade rating by such credit rating agency; provided, further, that, while the Commission has
outstanding Obligations in the form of or securing payment of a TIFIA Loan held by the TIFIA Lender,
the Commission has received the written consent of the TIFIA Lender in accordance with the applicable
TIFIA Loan Agreement to such issuance.
Additional Second Lien Obligations or Subordinate Obligations
Upon the issuance of the 2020 Series C Second Lien Bonds and the application of proceeds
thereof, the Commission's outstanding Second Lien Obligations will consist of solely the 2020 Series C
Second Lien Bonds, and the Commission will have no Subordinate Obligations Outstanding. See "PLAN
OF REFUNDING." Additional Second Lien Obligations or Subordinate Obligations (including
Subordinate Obligations in the form of or securing payment of one or more TIFIA Loans) may be issued
if from time to time the requirements described in clauses (a), (b) or (c) below are met.
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(a) The Second Lien Obligations or Subordinate Obligations, as applicable, are issued for
purposes of refunding Outstanding Senior Lien Obligations, Outstanding Second Lien Obligations or
Outstanding Subordinate Obligations by providing funds for the payment of any or all of the following:
(1) The Bond Obligation, redemption or purchase price (including premium, if any)
of the Outstanding Senior Lien Obligations, Outstanding Second Lien Obligations or Outstanding
Subordinate Obligations to be refunded;
(2) All expenses incident to the calling, retiring or paying of such Outstanding
Senior Lien Obligations, Outstanding Second Lien Obligations or Outstanding Subordinate
Obligations, the Costs of Issuance of such refunding Second Lien Obligations or Subordinate
Obligations, and any termination payments or other payments to the holders of obligations of the
Commission entered into pursuant to California Government Code Section 5922 (or any similar
statute) related to such Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations;
(3) Interest on all Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations to be refunded to the date such Senior Lien
Obligations, Second Lien Obligations or Subordinate Obligations will be called for redemption or
paid at maturity;
(4) Interest on the refunding Second Lien Obligations or Subordinate Obligations
from the date thereof to the date of payment or redemption of the Senior Lien Obligations,
Second Lien Obligations or Subordinate Obligations to be refunded;
provided that the Commission delivers a Certificate of the Commission to the effect that the
Commission projects that the Average Annual Debt Service on all Outstanding Obligations after
the issuance of the proposed additional Second Lien Obligations or Subordinate Obligations will
be less than the Average Annual Debt Service on all Outstanding Obligations prior to the
issuance of such proposed Second Lien Obligations or Subordinate Obligations; and provided
further, that, if the maturity date of such additional Second Lien Obligations or Subordinate
Obligations to be issued extends to a date later than the stated final maturity date of the
Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final
maturity date of such refunded Obligations is projected to be not less than one hundred thirty
percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all
Outstanding Obligations, including the proposed additional Second Lien Obligations or
Subordinate Obligations.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(b) The Commission delivers a report of the Traffic Consultant to the effect that, as of the
date of issuance of the additional Second Lien Obligations or Subordinate Obligations:
(1) Net Revenue during the preceding Calculation Period ending not more than
ninety (90) days prior to the date of delivery of the proposed additional Second Lien Obligations
or Subordinate Obligations, was sufficient to satisfy the Toll Road rate covenant of the Indenture
(which report may assume that a revision of the tolls that was approved and implemented by the
Commission subsequent to the beginning of such Calculation Period had been in effect for the
entire Calculation Period), and
99223117.7
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(2) projected Net Revenue for each Fiscal Year over the term of the proposed
additional Second Lien Obligations or Subordinate Obligations is expected to be sufficient to
satisfy the Toll Road rate covenant of the Indenture in each Fiscal Year. In calculating projected
Net Revenue, the Traffic Consultant shall take into account amounts projected to be received
from any change in toll policy (provided that no additional approvals need to be obtained and no
additional requirements need to be satisfied in order to implement any such toll policy) and any
additional toll lanes and facilities to be designated as included within the definition of Toll Road.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(c) Such Second Lien Obligations or Subordinate Obligations constitute Completion
Obligations; provided, however, that prior to the incurrence of such Completion Obligations, the
Commission shall furnish to the Trustee: (i) a certificate of a licensed architect or Consulting Engineer
estimating the costs of completing the facilities for which such Completion Obligations are to be incurred
and pay capitalized interest, if any on Commission Obligations Outstanding during the completion period,
and (ii) a Certificate of the Commission certifying that the amount of such Completion Obligations to be
incurred will be sufficient, together with other funds, if applicable, to complete construction of the
facilities as estimated by the architect or Consulting Engineer in respect of which such Completion
Obligation is to be incurred; provided, further, that, while the Commission has outstanding Obligations in
the form of or securing payment of a TIFIA Loan held by the TIFIA Lender, the Commission has
received the written consent of the TIFIA Lender in accordance with the applicable TIFIA Loan
Agreement to such issuance.
AMENDMENTS TO INDENTURE
The Third Supplemental Indenture includes certain amendments to the Indenture (collectively, the
"Amendments") arising from the completion of construction of the RCTC 91 Express Lanes and the
anticipated refunding and prepayment of the TIFIA Obligations. Pursuant to the Indenture, the Holders of
at least a majority in aggregate Bond Obligation of the Obligations Outstanding may consent to
amendments thereto. By their purchase of the 2020 Series Bonds, Holders of the 2020 Series Bonds
are deemed to have irrevocably consented and agreed to the Amendments. Upon the issuance of the
Series 2020 Bonds, the Amendments will become effective pursuant to the Indenture.
The Amendments include the elimination of required deposits to the Repair and Rehabilitation
Fund, the Capital Expenditures Fund and the Residual Fund, as well as the elimination of the Commission
Equity Account and the Sales Tax Revenue Bond Account. The Amendments also include the
amendment and restatement of the definition of "Scheduled Repair and Rehabilitation Fund Required
Deposit" as follows:
["Scheduled Repair and Rehabilitation Fund Required Deposit" means, for
each Monthly Funding Date, (a) any Repair and Rehabilitation Fund Permitted
Expenditures due and payable prior to the next Monthly Funding Date and for which the
Commission has not previously set aside funds, or for which insufficient monies are on
deposit, in the Repair and Rehabilitation Fund, plus (b) one -twelfth (1/12) of the sum of
(i) one hundred percent (100%) of the Repair and Rehabilitation Fund Permitted
Expenditures that the Commission projects to become due in the period ending one year
from such Monthly Funding Date, plus (ii) sixty-six percent (66%) of the Repair and
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
in the period commencing one year and one day from such Monthly Funding Date and
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ending two years from such Monthly Funding Date, plus (iii) thirty-three percent (33%)
of the Repair and Rehabilitation Fund Permitted Expenditures that the Commission
projects to become due in the period commencing two years and one day from such
Monthly Funding Date and ending three years from such Monthly Funding Date.]
For a detailed description of the Amendments, see "APPENDIX D — SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE."
PLAN OF REFUNDING
Refunding of 2013 Series A Senior Bonds. The 2013 Series A Senior Bonds were issued
pursuant to the Master Indenture, as supplemented by the First Supplemental Indenture, in the aggregate
principal amount of $123,825,000, all of which remains Outstanding. Pursuant to the terms of an Escrow
Agreement, dated as of April 1, 2020 (the "Escrow Agreement"), by and between the Commission and
U.S. Bank National Association, as escrow agent (the "Escrow Agent"), a portion of the proceeds of the
2020 Series A Senior Bonds, together with other available moneys (collectively, the "Escrow Deposit"),
will be deposited into the Escrow Fund established under the Escrow Agreement (the "Escrow Fund").
The Escrow Deposit will be sufficient to purchase Defeasance Securities, the principal and interest of
which when due will provide moneys that, together with uninvested moneys deposited with the Escrow
Agent, will be sufficient to pay (i) the interest on the 2013 Series A Senior Bonds through June 1, 2023
(the "Redemption Date") and (ii) the principal amount of the 2013 Series A Senior Bonds plus accrued
and unpaid interest thereon (the "Redemption Price") on the Redemption Date. Upon the Escrow Agent's
receipt of the Escrow Deposit and purchase of the Defeasance Securities, the 2013 Series A Senior Bonds
will be defeased and will no longer be Outstanding under the Indenture. The 2013 Series A Senior Bonds
to be refunded are listed in the table below.
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A
(Current Interest Bonds)
Redemption Price: 100%
Maturity Date Par Amount CUSIP
(June 1) Outstanding (Base No. 76912D)
2044 $39,315,000 AA6
2048 84,510,000 AB4
Prepayment of TIFIA Obligations. To finance a portion of the construction costs of the RCTC
91 Express Lanes, the Commission borrowed approximately $421,054,409 plus compounded interest
under a TIFIA Loan Agreement with the United States Depaitinent of Transportation, evidenced by the
Commission's Toll Revenue Subordinate Bonds, 2013 TIFIA Series (collectively, the "TIFIA
Obligation"). The current outstanding amount of the TIFIA Obligation is $482,169,632. The
Commission intends to apply a portion of the proceeds of the 2020 Series B Senior Bonds and the 2020
Series C Second Lien Bonds to prepay the TIFIA Obligation in full, on the date of issuance of the 2020
Series Bonds. See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
Verification. Causey Demgen & Moore P.C., certified public accountants (the "Verification
Agent"), will deliver a report stating that the firm has verified the accuracy of mathematical computations
concerning the adequacy of the amounts deposited in the Escrow Fund to defease the 2013 Series A
Senior Bonds. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS."
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ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The estimated sources and uses of the 2020 Series Bonds, and other related amounts, are presented below.
Sources
Principal Amount
Premium/(Discount)
Series 2013A Debt Service Fund Release
TIFIA Loan Reserve Release
Total Sources
Uses
Escrow Fund Deposit
Prepayment of TIFIA Obligations
2013 Bonds Reserve Account Deposit
2020 Series B Senior Bonds Reserve
Account Deposit
2020 Series C Second Lien Bonds Reserve
Account Deposit
2020 Series A Senior Bonds Capitalized
Interest Account Deposit
Underwriters' Discount
Costs of Issuance
Total Uses
99223117.7 1001082458
2020 Series A 2020 Series B 2020 Series C
Senior Bonds Senior Bonds Second Lien Bonds Total
$
$
$
$
$
33
$
DEBT SERVICE REQUIREMENTS
The following table is the annualized debt service schedule for the 2020 Series Bonds assuming no redemption other than mandatory
sinking fund redemption.
(1)
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
General
The Commission is a county transportation commission duly organized and existing pursuant to
the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State
of California (Section 130000 et seq.) (as amended, the "Act"). The Commission began to oversee the
funding and coordination of public transportation services in 1977 within the County of Riverside (the
"County"). The Commission serves as the tax authority and implementation agency for the voter -
approved Measure A Transportation Improvement Program, which imposes a '/2 cent sales tax within the
County to fund transportation improvements.
The County was organized in 1893 from territory in San Bernardino and San Diego Counties and
encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the
east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange
and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California
(the "State") and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean.
There are 28 incorporated cities in the County.
The Commission is charged with a number of important responsibilities in serving the residents
of the County. Administering the sales tax program has been by far the most prominent of these
responsibilities. The Commission, which has the responsibility of placing future transportation ballot
measures before the public, was successful in November 2002 in obtaining more than two-thirds voter
approval of the Measure A Sales Tax.
In addition to the Commission's Measure A responsibilities, the Commission has also been
designated as the congestion management agency for the County. As the CMA, the Commission has
developed a congestion management program that more effectively utilizes transportation funds by
linking land use, transportation and air quality efforts.
The Commission serves as the Service Authority for Freeway Emergencies and operates the
freeway service patrol (the "FSP") for the County. The results of these programs — 136 call boxes along
the County roadways and 27 FSP tow trucks providing assistance to more than 44,600 motorists annually
— are among the most visible of the Commission's programs.
In 1998, the State Legislature gave new authority to the Commission by changing the way
funding is distributed from the State Transportation Improvement Program, which is funded through state
and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent
transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the
decision making about transportation spending up to the designated county transportation commission
like the Commission. While this gives the Commission greater control over how transportation dollars
are spent, it also requires a much higher level of local communication and participation to determine how
these dollars are spent throughout a county with many transportation needs. The Commission has the
responsibility to program funds received under the California Transportation Development Act, a
statewide source of funding for transit purposes, primarily to the County's major public transit providers,
although the Commission has no responsibility to provide transit services.
The Transportation Expenditure Plan
On November 5, 2002, 69.2% of the voters of the County approved Measure "A" — The Riverside
County Transportation Commission Transportation Expenditure Plan (the "Expenditure Plan") and Retail
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Transaction and Use Tax Ordinance (the "Ordinance"), which renewed a half -cent sales tax for
transportation levied by the Commission within the County through 2039.
The Ordinance provides that sales tax revenues generated by Measure A ("Sales Tax Revenues")
be distributed to the specific geographic areas of Riverside County (i.e., Western County, Coachella
Valley, and Palo Verde Valley) based on their proportionate share of revenues generated in the County,
and that funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway
and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and
economic development. In the Western County, $370 million is to be used for new corridor projects,
$1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public
transit, $970 million for local street and road improvements, $270 million for bond financing costs, and
the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to
be earmarked for its highway and regional arterial system, thirty-five percent for local streets and roads,
and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the
maintenance of local streets and roads.
Sales Tax Revenues and proceeds of bonds payable from Sales Tax Revenues may not be
expended on improvements to the RCTC 91 Express Lanes directly relating to the tolled lanes, but may
instead be expended on ancillary projects authorized in the Expenditure Plan, including general purpose
lane construction and right-of-way acquisition.
Commissioners
Section 130053 of the California Public Utilities Code specifies that the Commission consists of
five members of the County Board of Supervisors, one member from each incorporated city in the County
(each of whom must be a mayor or member of the City Council) and one non -voting member appointed
by the governor of the State of California. The role of the Commission is to act as a policy -making board
for Riverside County transportation activities.
To enhance County -wide participation and improve its decision -making, the Commission made a
major change in its structure in 1999 by expanding the Board from eight members to 30. The Board
expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly
incorporated cities. The current Board now has 34 members. The expanded Commission ensures better
representation throughout the County and provides the participatory framework for continued success in
carrying out these responsibilities.
Executive Staff
The Commission's key staff members, the position held by each and a brief statement of the
background of each staff member are set forth below.
Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive
Director of the Commission. She is responsible for overall management of the Commission including
execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the
Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the
District 8 Director for the California Department of Transportation ("Caltrans"). Ms. Mayer is a
Professional Engineer in the State of California with over 36 years of experience in the public works field.
Ms. Mayer holds a civil engineering degree from Michigan State University.
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John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed
as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the
Public Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of
Government and Media Relations for the OCTA, where he worked for more than seven years. Earlier in
his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his
bachelor and master's degrees from the University of California, Irvine.
Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief
Financial Officer in January 2004. Her responsibilities include financial, budget, procurement, investment
and debt management of a multi -modal program that includes highway, transit, rail, motorist assistance,
and tolling. Ms. Trevino manages one of the largest self-help transportation sales tax financing programs
in California and the toll revenue financing program. Ms. Trevino previously worked as Manager of
Accounting and Financial Reporting for the OCTA. Ms. Trevino's 19-year public accounting career
included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business
Services practice serving government clients, she led the development of the Southern California practice.
She is a Certified Public Accountant in California and completed the Leadership Academy of the
International Bridge, Tunnel and Turnpike Association. Ms. Trevino received a bachelor of science
degree in accounting from Loyola Marymount University with Magna Cum Laude Honors.
Michael Blomquist, Toll Program Director. Michael Blomquist has served as the Toll Program
Director since 2008 after joining the Commission in 2007. He is responsible for managing the toll
program which includes the planning, design, construction, and operation of the Commission's tolled
express lane facilities. He previously worked in the consulting engineering arena in various project and
program management roles on large design -build freeway projects in California, Oregon, and Utah. He
has 29 years of experience in transportation infrastructure and is a Professional Engineer in the State of
California. Mr. Blomquist has completed the Leadership Academy of the International Bridge, Tunnel
and Turnpike Association. He holds a bachelors of science degree in civil engineering from the
California Polytechnic State University at San Luis Obispo and a masters degree in business from the
California State University at Fullerton.
RCTC 91 EXPRESS LANES
The RCTC 91 Express Lanes, constructed by the Commission along the median of State Route 91
("SR-91") in Riverside County, consist of two tolled express lanes in each direction running
approximately eight miles, between the Orange County/Riverside County line to the west and the
Interstate 15 (" I--1 S") interchange to the east, as well as a tolled direct connector of one lane in each
direction from SR-91 to I-15 south, related improvements and an electronic toll collection and
enforcement system. At the Orange County/Riverside County line, the RCTC 91 Express Lanes connect
with the tolled express lanes (the "OCTA 91 Express Lanes") operated by the Orange County
Transportation Authority ("OCTA"), using a two-mile long mixing area (allowing vehicles to use either or
both sections of the tolled lanes). The portion of SR-91 that includes the 91 Express Lanes provides
motorists with two tolled express lanes and five general purpose lanes in each direction.
The RCTC 91 Express Lanes have fully automated tolling, including the application of managed
lane variable pricing based on the day and time of travel. The variable pricing approach adjusts toll rates
based on the number of vehicles on the road in a manner designed to maintain "free flow" conditions.
Toll rates may be changed in accordance with the toll policy approved by the Commission's Board
without the need to have separate Board approval for each increase. Tolls on each of the OCTA 91
Express Lanes and the RCTC 91 Express Lanes are charged independently. When travelling along SR-
91, vehicles may use either or both of such tolled express lanes, or may use the general purpose lanes
(which are free of charge).
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The RCTC 91 Express Lanes opened to motorists on March 20, 2017. Ridership on the RCTC 91
Express Lanes and the revenues generated have exceeded forecasts made in the original Traffic and
Revenue Study and Engineer's Technical Report prepared in connection with the issuance of the
Commission's toll revenue bonds in 2013. See "TRAFFIC AND REVENUE ESTIMATES" and
"ENGINEER'S TECHNICAL REPORT."
Construction costs for the RCTC 91 Express Lanes totaled approximately $1.4 billion, and were
partially financed through the issuance pursuant to the Master Indenture, First Supplemental Indenture
and Second Supplemental Indenture of $123,825,000 in aggregate principal amount of the 2013 Series A
Senior Bonds, $52,829,601.60 in initial principal amount of the 2013 Series B Senior Bonds, and the
proceeds of a TIFIA Loan in the initial principal amount of $421,054,409 plus compounded interest,
evidenced by the Commission's Toll Revenue Subordinate Bonds, 2013 TIFIA Series. The Commission
intends to refund all of the 2013 Series A Senior Bonds and prepay the TIFIA Obligations in full with
proceeds of the 2020 Series Bonds. See "PLAN OF REFUNDING" herein.
Since completion of construction of the RCTC 91 Express Lanes, the Commission has completed
a westbound SR-91 "weave lane" between the express lanes and general purpose lanes and accelerated a
project to widen the westbound SR-91 general purpose lanes at the Orange County/Riverside County line.
Other SR-91 corridor projects are also advancing consistent with a regional agreement to prioritize and
sequence these projects in the corridor. A design -build contract for the I-15/SR-91 Express Lanes
Connector (described below) is scheduled for Commission award at its March 2020 meeting. This project
is scheduled for lane opening in 2023. The proposed SR-241/SR-91 Express Connector (241/91 EC)
project has completed environmental approvals and is now continuing to develop inter -agency
agreements, toll operations planning, and final design work.
In addition to the RCTC 91 Express Lanes, the Commission is also responsible for the
construction, operation and maintenance of tolled express lanes along 1-15 running north and south from
SR-91 (the "RCTC 15 Express Lanes"). The Commission is currently undertaking the construction of a
direct connector project between the RCTC 91 Express Lanes to and from the northern segment of the
RCTC 15 Express Lanes (the "Express Lanes Connector"). The Express Lanes Connector will provide
for a seamless trip between the RCTC 91 Express Lanes and the northern segment of the RCTC 15
Express Lanes. The toll system for the Express Lanes Connector will be designed to identify when and
where a vehicle enters the system in order to determine the combined toll for the inter -facility trip.
The total construction cost of the Express Lanes Connector is approximately $270,000,000, of
which $180,000,000 will be funded through an appropriation of the State Legislature pursuant to Senate
Bill 132. The remainder of the cost will be paid with surplus funds of the RCTC 91 Express Lanes. The
Commission plans to enter into a design -build contract for construction of the Express Lanes Connector
in March of 2020, with completion expected in 2023. The Express Lanes Connector will be part of the
RCTC 15 Express Lanes facility from a cost and operations standpoint, but its users traverse both the
RCTC 91 Express Lanes as well as the RCTC 15 Express Lanes facility. As such, the toll paid by users of
the Express Lanes Connector should be partly allocated to the RCTC 91 Express Lanes and partly
allocated to the RCTC 15 Express Lanes facility. An analysis undertaken by Stantec informed a
Commission decision to allocate 70% of the toll revenue from Express Lanes Connector users to the
RCTC 91 Express Lanes. This allocation is expected to maintain the level of toll revenue that the RCTC
91 Express Lanes would generate if the Express Lanes Connector were not built. This toll revenue will
constitute Toll Revenues under the Indenture. This 70% revenue stream is reflected in Stantec's Updated
Study. See "APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND
REVENUE STUDY —INVESTMENT GRADE STUDY REFRESH 2018" and "APPENDIX B-2 —
STANTEC BRINGDOWN LETTER."
99223117.7
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OPERATION AND MAINTENANCE OF THE RCTC 91 EXPRESS LANES
General
The operation and maintenance of the RCTC 91 Express Lanes is performed primarily by two
contractors: Cofiroute USA LLC ("Cofiroute") and Kapsch TrafficCom USA ("Kapsch"). Cofiroute
provides the back office system, customer service operations and traffic operations center services.
Cofiroute is responsible for transaction processing, customer service, violation processing and incident
management. Cofiroute provides these services for both the Commission and OCTA pursuant to an
agreement among OCTA, RCTC and Cofiroute with an effective date of January 28, 2020 (the "Toll
Operator Agreement"). The Toll Operator Agreement has an initial term that expires January 31, 2027,
with an option on the part of OCTA and RCTC to extend the term for an additional 36 months.
Notwithstanding their physical connection and the use of the same toll operator, the OCTA 91 Express
Lanes and the RCTC 91 Express Lanes are independent enterprises and their finances are not
commingled.
The Commission contracted with Kapsch in 2018 pursuant to change orders to an existing Toll
Services Contract for the I-15 Express Lanes Project, dated January 26, 2017 (collectively, the "Toll
Services Provider Agreement") to replace the former roadside system for the RCTC 91 Express Lanes,
including the technology to monitor vehicles, read transponders, record toll transactions and transmit
transactions to back office facilities. Replacement of the former roadside system enabled the Commission
to comply with State regulations requiring the acceptance of 6C transponders and will facilitate tolling
between the RCTC 91 Express Lanes, the future RCTC 15 Express Lanes and the future Express Lanes
Connector. Under the Toll Services Provider Agreement, Kapsch is responsible for the design,
procurement, installation, testing, operations, and maintenance of the new roadside toll collection system
for the RCTC 91 Express Lanes, the future RCTC 15 Express Lanes and the future Express Lanes
Connector. Kapsch also provides the roadside toll collections system and operation and maintenance for
the OCTA 91 Express Lanes.
The Commission is responsible for roadway maintenance of the RCTC 91 Express Lanes
infrastructure (e.g. pavement, barriers, channelizers, sign structures, etc.) pursuant to terms of a Toll
Facilities Agreement between the Commission and Caltrans. The Commission in turn contracts with
Caltrans to perform this maintenance. Caltrans is also responsible for the operations and maintenance for
all SR-91 roadway elements outside the RCTC 91 Express Lanes.
Toll Contractors
Cofiroute, headquartered in Irvine, California, is a wholly -owned subsidiary of Cofiroute S.A.,
headquartered in Paris, France. Cofiroute S.A. is the largest private toll road operator in France, with
operations in Germany and the United Kingdom as well. Cofiroute S.A. is part of the VINCI Group, a
public company with more than 180,000 employees in over 100 countries.
Kapsch is an international provider of intelligent transportation systems in more than 50 countries
around the globe. As part of the Kapsch Group, Kapsch, with headquarters in Vienna, has subsidiaries and
branches in more than 30 countries. Kapsch has about 5,000 employees.
The Commission's payments to Cofiroute and Kapsch are a primary component of Operation and
Maintenance Expenses of the RCTC 91 Express Lanes. See "APPENDIX C — ENGINEER'S
TECHNICAL REPORT" for a detailed discussion of such Operation and Maintenance Expenses.
99223117.7
39
Toll Operator Agreement
Under the Toll Operator Agreement, Cofiroute is required to perform all aspects of the core
services for the RCTC 91 Express Lanes in the functional areas outlined below:
• Program Management and Administration, Information Systems Technology and
Telecommunication
• Customer Service, Violations Enforcement and Processing
• Traffic Operations Center
• Incident Management
• Emergency Services Coordination
Cofiroute also manages the posting of toll rates on the changeable message signs along the RCTC
91 Express Lanes and reports on traffic volumes, providing the basis for quarterly toll rate adjustments to
ensure that congestion on the RCTC 91 Express Lanes is managed.
Cofiroute is required by the Toll Operator Agreement to provide the following insurance
coverage:
• Commercial General Liability with a minimum limit of $5,000,000 per occurrence and
$10,000,000 general aggregate
• Automobile Liability with a combined single limit of not less than $5,000,000
• Workers' Compensation with a minimum limit of $1,000,000 each accident
• Commercial Crime with limits of not less than $5,000,000 per claim covering employee
dishonesty, forgery and alteration, monies and securities, and computer crime;
• Technology Errors and Omissions including privacy and network security liability
coverage, with limits of not less than $15,000,000 per incident and in the annual
aggregate
As security for the performance of its obligations under the Toll Operator Agreement, Cofiroute
is required to provide an Operation and Maintenance Bond and a Performance Bond issued by sureties
authorized to do business in the State with an A.M Best Rating of A-, Class VIII, or better, or as
otherwise approved by OCTA and RCTC in their sole discretion. Initially, such Operation and
Maintenance Bond shall be in the amount of $30.9 million (decreasing annually to $10.8 million in the
third year of the contract) and such Performance Bond shall be in the amount of $14.3 million
Toll Services Provider Agreement
Under the Toll Services Provider Agreement, Kapsch is responsible for the design, procurement,
installation, and testing of the roadside toll collection system for the RCTC 91 Express Lanes. Kapsch
completed installation of this toll collection system in 2019, and remains responsible for its operation and
maintenance. Kapsch provides 24-hour continuous coverage for maintenance related activities for the
roadside toll collection system, including all hardware, equipment, software and firmware maintenance
for the toll points.
Kapsch is required by the Toll Services Provider Agreement, which covers work on both the
RCTC 91 Express Lanes and the RCTC 15 Express Lanes, to provide the following insurance coverage:
99223117.7
40
" C o m m e r c i a l G e n e r a l L i a b i l i t y w i t h a m i n i m u m l i m i t o f $ 1 , 0 0 0 , 0 0 0 p e r o c c u r r e n c e a n d
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a g g r e g a t e
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w i t h l i m i t s n o t l e s s t h a n $ 5 , 0 0 0 , 0 0 0 p e r c l a i m a n d i n t h e a g g r e g a t e
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P e r f o r m a n c e I n d i c a t o r s a r e n o t m e t . I n o r d e r t o s e c u r e s u c h p a y m e n t a n d p e r f o r m a n c e , K a p s c h i s
r e q u i r e d t o p r o v i d e a n O p e r a t i o n s a n d M a i n t e n a n c e B o n d s a n d a P e r f o r m a n c e B o n d i s s u e d b y s u r e t i e s
a u t h o r i z e d t o d o b u s i n e s s i n t h e S t a t e w i t h a n A . M . B e s t R a t i n g o f A - , C l a s s V I I , o r b e t t e r , o r a s o t h e r w i s e
a p p r o v e d b y R C T C i n i t s s o l e d i s c r e t i o n . S u c h O p e r a t i o n s a n d M a i n t e n a n c e B o n d s h a l l b e i n t h e a m o u n t
o f $ 3 9 , 9 0 6 , 2 8 1 a n d s u c h P e r f o r m a n c e B o n d s h a l l b e i n t h e a m o u n t o f $ 1 8 , 7 0 4 , 1 4 4 .
T h e o b l i g a t i o n s o f K a p s c h u n d e r t h e T o l l S e r v i c e s P r o v i d e r A g r e e m e n t a r e g u a r a n t e e d b y i t s
p a r e n t , K a p s c h T r a f f i c C o m A G , p u r s u a n t t o a G u a r a n t y t o r e m a i n i n f u l l f o r c e a n d e f f e c t d u r i n g t h e t e r m
o f t h e T o l l S e r v i c e s P r o v i d e r A g r e e m e n t , w h e r e b y K a p s c h T r a f f i c C o m A G g u a r a n t e e s t o R C T C f u l l a n d
p r o m p t p a y m e n t a n d p e r f o r m a n c e w h e n d u e o f a l l o b l i g a t i o n s o f K a p s c h u n d e r t h e T o l l S e r v i c e s
A g r e e m e n t .
E l e c t r o n i c T o l l i n g
T h e R C T C 9 1 E x p r e s s L a n e s i n c l u d e a n a l l - e l e c t r o n i c t o l l c o l l e c t i o n s y s t e m . A l l u s e r s a r e
r e q u i r e d t o h a v e a p r e p a i d a c c o u n t w i t h a t o l l i n g a g e n c y t h a t w i l l i s s u e a F a s T r a k t r a n s p o n d e r t o t h e
c u s t o m e r . F a s T r a k t r a n s p o n d e r s a r e f u l l y i n t e r o p e r a b l e w i t h a l l t o l l r o a d s a n d e x p r e s s l a n e s i n C a l i f o r n i a .
T h e R C T C 9 1 E x p r e s s L a n e s w e r e d e s i g n e d t o m a k e t h e t r a n s i t i o n f r o m u s i n g t h e O C T A 9 1 E x p r e s s
L a n e s t o t h e R C T C 9 1 E x p r e s s L a n e s a s s e a m l e s s a s p o s s i b l e ( a l t h o u g h t w o s e p a r a t e t o l l s w i l l b e c h a r g e d
t o v e h i c l e s e l e c t i n g t o u s e b o t h o f s u c h t o l l e d e x p r e s s l a n e s ) .
T o l l s a r e c o l l e c t e d a l o n g t h e r o u t e b e t w e e n s p e c i f i c p o i n t s , k n o w n a s t o l l p o i n t s . A t e a c h t o l l
p o i n t , a n o v e r h e a d a n t e n n a r e a d s t h e t r a n s p o n d e r i d e n t i f i c a t i o n , e n c r y p t i n g t h e n u m b e r f o r s e c u r i t y
c a u s i n g a c h a r g e t o b e l e v i e d t o t h e c u s t o m e r ' s a c c o u n t f o r t h e t o l l a m o u n t . E a c h t o l l p o i n t i s a l s o a
l o c a t i o n a t w h i c h c a m e r a s r e c o r d i m a g e s o f a v e h i c l e ' s l i c e n s e p l a t e f o r v i o l a t i o n e n f o r c e m e n t p u r p o s e s .
T o l l t r a n s p o n d e r t e c h n o l o g y i s p r e s c r i b e d b y S t a t e r e g u l a t i o n a n d o v e r s e e n b y C a l t r a n s . I n 2 0 1 7 ,
C a l t r a n s a m e n d e d i t s r e g u l a t i o n s t o c h a n g e t h e c u r r e n t t r a n s p o n d e r t e c h n o l o g y , w h i c h h a d b e e n i n p l a c e
s i n c e 1 9 9 3 , t o a n e w t e c h n o l o g y r e f e r r e d t o a s 6 C . T h i s a m e n d e d r e g u l a t i o n w a s s u p p o r t e d b y t h e
9 9 2 2 3 1 1 7 . 7
4 1
Commission and all other operating toll agencies in the State. The regulation requires toll agencies to
begin transitioning to 6C technology by January 1, 2019. The new technology offers several benefits,
including smaller, more physically appealing transponders (some in the form of a sticker) that do not
require batteries, and cost savings that can be passed on to customers. Instead of a customer account with
a single transponder that is shared among vehicles, the new 6C technology makes it feasible for the
Commission to require each vehicle to have its own transponder, thereby increasing the number of
transponders per account. The Commission's revised account fee policy includes such a requirement and
specifies decreased administrative fees to allow it to remain competitive with other toll agencies. The
Commission estimates that its revised account fee policy will decrease annual revenues for the RCTC 91
Express Lanes by approximately $763,000 on average, for each year through calendar year 2040.
Cofiroute is responsible for the collection, counting, handling, storage, transferring to the
Commission's and OCTA's armored car service, and verification of the disposition of all collected funds.
This includes cash payments, payments by credit card, check, or other sources associated with both RCTC
91 Express Lanes accounts and collections from violations and/or fines.
Pursuant to the Toll Operator Agreement, the Commission, OCTA and Bank of the West, as
custodian (the "Custodian"), have entered into a Master Custodial Account Agreement, dated as of
January 31, 2017 (the "Custodial Account Agreement"), which governs the custody and processing of all
toll revenues generated on the OCTA 91 Express Lanes and the RCTC 91 Express Lanes. The Custodian
holds all prepaid funds of Express Lanes customers in a single master account in trust for such customers
until such time as the customers utilize either the OCTA 91 Express Lanes or the RCTC 91 Express
Lanes, and will transfer funds either to OCTA's bank account or to the Trustee on behalf of RCTC as it
receives toll transaction information from Cofiroute. Aside from collecting funds for accounts funded
without the use of credit cards and collecting toll violation payments, Cofiroute does not have access to or
any beneficial interest in funds generated by toll transactions on the RCTC 91 Express Lanes.
Toll Rates
In June 2012, the Commission adopted an "enhanced" toll policy. Under this policy, tolls were to
be set by time of day, based on traffic demand observed during the prior three-month period. The toll
rates were to be reset quarterly and different rates would be applicable from time to time throughout each
weekday and on weekends. The Commission's enhanced toll policy was similar to OCTA's toll policy as
it tied toll increases to traffic volumes, but allowed for increases of off-peak toll rates once certain volume
thresholds were exceeded.
During the first 16 months of operation, the RCTC 91 Express Lanes experienced demand that
materially exceeded original projections, leading to frequent toll rate adjustments. As a result, in October
2018 the Commission amended its toll policy to (i) provide for separate tolling for each express lane in
each direction, (ii) adjust peak volume pricing triggers and peak toll amounts, in order to optimize
throughput at free flow speeds and balance capacity and demand to serve customers who pay tolls as well
as carpoolers with three or more occupants in the vehicle who are offered discounted tolls, and (iii)
establish annual inflation adjustments tied to the Consumer Price Index for the region. See "APPENDIX
B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE STUDY —
INVESTMENT GRADE STUDY REFRESH 2018" and "APPENDIX B-2 — STANTEC BRINGDOWN
LETTER."
Toll Violations Enforcement
According to California statutes, where video imaging or a photo is used for enforcement, the toll
agency can pursue the vehicle's owner for collection of the toll plus penalties. Such enforcement
99223117.7
42
measures are to be taken when the vehicle owner is not a registered program customer, has insufficient
funds in his or her account, or has a closed account.
Pursuant to the toll collection system of the RCTC 91 Express Lanes, vehicle and license plate
images are captured whenever a vehicle passes under a toll gantry. Cofiroute and Kapsch are responsible
for performing image reviews to identify and verify license plate numbers. Such license plate numbers
may be linked to valid accounts resulting in the related transaction being posted as a toll charge to the
account and no violation notice being issued. If the numbers are not linked to valid accounts and it is
determined that a violation has occurred, Cofiroute's back office system will send the information to the
State Department of Motor Vehicles ("DMV") to obtain the owner's vehicle registration information,
including name and address. Under the Toll Operator Agreement, Cofiroute will be responsible for
mailing all violation notices, for tracking violations to completion, and for all violation payment
processing. If violation notices are ignored and violation payments remain uncollected for longer than the
requisite 90-day notice period, the Commission has the right to have Cofiroute engage a collection
agency. For those cases that are deemed uncollectible after all reasonable efforts are made to achieve
collection, Cofiroute provides the Commission with information as to the amount of the write-off. See
"PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE," "RISK FACTORS — Operating
Risks — Less Than Projected Non -Toll Revenue" and "APPENDIX C — ENGINEER'S TECHNICAL
REPORT."
99223117.7
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TRAFFIC AND REVENUE ESTIMATES
General
The Commission has relied on the RCTC 91 Express Lanes Investment Grade Traffic and
Revenue Study — Investment Grade Study Refresh 2018, dated November 27, 2018 (the "Investment
Grade Study Refresh"), as supplemented by Stantec's Bringdown Letter dated February [11], 2020 (the
"Bringdown Letter," and together with the Investment Grade Study Refresh, the "Updated Study"),
prepared by Stantec Consulting Services Inc. ("Stantec") for its projection of gross revenues generated by
the RCTC 91 Express Lanes. See "PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE,"
"APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE
STUDY —INVESTMENT GRADE STUDY REFRESH 2018" and "APPENDIX B-2 — STANTEC
BRINGDOWN LETTER." This section includes a brief summary of selected provisions of the Updated
Study and is not a full statement of the contents of the Updated Study. Accordingly, the following
summary is qualified in its entirety by reference to and is subject to the full text of the Updated Study.
The Updated Study is expressly subject to the limitations and disclaimers set forth therein, including
qualifications and assumptions made, procedures followed, matters considered and any limitation on the
scope of work contained therein.
The following table sets forth historical traffic and revenue, i.e. gross potential toll revenue, since
the RCTC 91 Express Lanes opened.
RCTC 91 Express Lanes
Historical Gross Potential Toll Revenue and Full Toll Transactions
Fiscal Year 2017 to February 15, 2020
Fiscal Year
(ending June 30)
Gross Potential Annual Full Toll
Toll Revenue Transactions
(millions) (millions)
2017 $ 9.62 3.27
2018 $47.94 11.30
2019 $57.17 11.42
2020 through 2/15/20 (230 days) $41.89 7.43
Note: Fiscal Year 2019-20 statistics reflect traffic and revenue totals through 230 days of the fiscal year.
Stantec Consulting Services Inc.
Stantec Consulting Services Inc. has a professional staff of approximately 22,000 employees and
400 offices across six continents and has been serving public and private clients since 1954. Stantec has a
group of approximately 3,000 transportation professionals of which approximately 40 professionals are
actively involved with toll facility clients. Stantec's toll facility experience includes working with more
than 100 clients in more than 30 states and internationally. Stantec's investment grade traffic and revenue
reports have been the basis for the sale of over $55 billion in revenue bonds.
Scope of Traffic and Revenue Study
During the initial phases of construction of the RCTC 91 Express Lanes, the Commission
engaged Stantec to serve as traffic and revenue consultant. Stantec prepared the "Riverside County 91
Express Lanes Extension Investment Grade Study" dated May 9, 2012, as supplemented by Stantec's
Supplemental Letter dated June 12, 2013 (collectively, the "Original Study"). The Original Study formed
99223117.7
44
the basis for projections used in connection with the issuance and sale of the Commission's 2013 Senior
Bonds.
The Commission subsequently engaged Stantec in 2018 to update the Original Study, leading
Stantec to prepare the Investment Grade Study Refresh. The Investment Grade Study Refresh was
developed as part of an effort to re -assess the near -term and long-term potential of the RCTC 91 Express
Lanes, and to assess the revenue impacts of proposed corridor improvements. The Investment Grade
Study Refresh includes forecasts of likely toll traffic and revenue for the RCTC 91 Express Lanes from
fiscal years 2018-19 through 2065-66. The Bringdown Letter provides a further update of the Investment
Grade Study Refresh.
The Updated Study, among other things, (i) accounts for actual RCTC 91 Express Lanes
operating results since March 2017; (ii) updates relevant employment, population and household data;
(iii) analyzes new regional projects that affect the traffic network and new regional land development; and
(iv) accounts for actual express lane traffic capacities. The Updated Study includes projections for a base
case scenario, as well as a sensitivity analysis involving four alternate scenarios assuming various
corridor improvements or toll policy changes are implemented.
Since the Investment Grade Study Refresh, the Commission has accelerated an improvement to
the RCTC 91 Express Lanes that widens the westbound SR-91 general purpose lanes. The Bringdown
Letter concludes that given the timing of that improvement, as well as historical traffic and revenue
performance, other anticipated improvements and the growth of employment, households and other
economic indicators, the sensitivity case known as "Option 4M" provides the most appropriate
projections of RCTC 91 Express Lanes performance. See "APPENDIX B-2 — STANTEC BRINGDOWN
LETTER."
With regard to operating results, the Updated Study observes that from the start, utilization of the
RCTC 91 Express Lanes has outpaced expectations. Currently, the RCTC 91 Express Lanes see weekday
utilization in excess of 45,000 vehicles per day, and weekday full toll transactions in excess of 35,000
vehicles per day. The Original Study estimated that weekday toll transactions in Fiscal Year 2019-20
would be 27,650 vehicles per day. This high utilization is due primarily to the fact that the SR-91 corridor
(both express lanes and general purpose lanes) is heavily traveled, carrying over 300,000 vehicles per day.
The Updated Study notes actual gross revenues generated by the RCTC 91 Express Lanes of
nearly $48 million in Fiscal Year 2017-18, and Option 4M thereof forecasts gross revenues of $47.66
million in Fiscal Year 2019-20, increasing to $63.93 million in Fiscal Year 2024-25, while annual full toll
transactions are forecasted to grow to 11.93 million in the same period. Gross revenues are roughly 8%
greater than the corresponding amounts forecasted in the Original Study for the forecast period of Fiscal
Year 2018-19 through Fiscal Year 2065-66. See "RISK FACTORS — Operating Risks — Less Than
Projected Use of RCTC 91 Express Lanes," "APPENDIX B-1 — RCTC 91 EXPRESS LANES
INVESTMENT GRADE TRAFFIC AND REVENUE STUDY —INVESTMENT GRADE STUDY
REFRESH 2018" and "APPENDIX B-2 — STANTEC BRINGDOWN LETTER."
ENGINEER'S TECHNICAL REPORT
This section includes a brief description of the scope of the Engineer's Technical Report and is
not a full statement of the contents of the Engineer's Technical Report. Accordingly, the following
summary is qualified in its entirety by reference to and is subject to the full text of the Engineer's
Technical Report. The Engineer's Technical Report is expressly subject to the limitations and
disclaimers set forth therein, including qualifications and assumptions made, procedures followed,
matters considered and any limitation on the scope of work contained therein.
99223117.7
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General
The Commission has engaged Parsons Transportation Group, Inc. ("Parsons") to serve as the
Commission's Express Lanes Engineer. In this capacity, Parsons has prepared an Engineer's Technical
Report dated February , 2020 (the "Engineer's Technical Report") attached hereto as APPENDIX C,
which provides a development history of the RCTC 91 Express Lanes and confirms that all construction,
right-of-way acquisition and related work is complete, discusses the tolling strategy and other information
relevant to the operations, maintenance, rehabilitation and repair of the RCTC 91 Express Lanes,
forecasts non -toll revenues and operational expenses of the RCTC 91 Express Lanes and discusses major
toll operations risks. As noted in the Engineer's Technical Report, Parsons had significant involvement in
the planning, development and financing of the RCTC 91 Express Lanes, and prepared the Engineer's
Technical Report dated June 12, 2013 in connection with the issuance and sale of the 2013 Senior Bonds.
Parsons Transportation Group Inc.
Parsons is a construction management and professional services firm with six offices in Southern
California, employing more than 500 transportation professionals with experience in planning,
preliminary engineering, environmental, final design, transportation technology, design -build and
program management with emphasis on freeway corridors. Parsons is a wholly -owned subsidiary of
Parsons Corporation, which was founded in 1944. Parsons Corporation is an engineering, construction,
technical and management services firm with offices across 34 states and 15 countries, with more than
14,000 employees worldwide.
Scope of Engineer's Technical Report
The Engineer's Technical Report analyzes operations of the RCTC 91 Express Lanes. This
analysis includes estimated projections of Non -Toll Revenue and Operation and Maintenance Expenses, a
discussion of the operational and maintenance aspects of the toll lanes, tolling strategies and toll operation
risks of the RCTC 91 Express Lanes. While the Engineer's Technical Report distinguishes between Toll
Transaction Revenue, which is generated by usage of the RCTC 91 Express Lanes by transponder account
holders, and Non -Toll Revenue, which is based on RCTC 91 Express Lanes account program fees and toll
violation fees, both Toll Transaction Revenue and Non -Toll Revenue as described in the Engineer's
Technical Report constitute "Toll Revenues" as defined in the Indenture.
[to be revised after Parsons review]
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HISTORICAL FINANCIAL INFORMATION
Set forth below is a table showing net revenues and Senior Lien Bonds debt service coverage for
the RCTC 91 Express Lanes for the period from the start of revenue service on March 20, 2017 to June
30, 2017 and for the full fiscal years ended June 30, 2018 and June 30, 2019.
RCTC 91 Express Lanes Net Revenues(')
Fiscal Year Ended June 30
2019 2018 2017(2)
Revenues:
Toll Revenue $49,318,361 $42,313,699 $ 8,195,904
Non -toll revenue 9,105,100 8,133,125 1,929,391
Interest income, including
unrealized gains (losses) 2,764,137 (32,662) 3,435
Total Revenues $61,187,598 $50,414,162 $10,128,730
Expenses:
Management and operational
services $ 9,664,844 $ 9,136,307 $2,691,372
Other 3,029,518 2,638,622 613,012
Total Expenses $12,694,362 $11,774,929 $3,304,384
Net Revenues $48,493,236 $38,639,233 $6,824,346
Senior Lien Bonds Debt Service $7,119,938
Senior Lien Bonds
Debt Service Coverage 6.81
(1)
(2)
(3)
$3,559,969 $
10.85 N/A
Amounts are derived from audited financial statements of RCTC 91 Express Lanes Fund. See
"FINANCIAL STATEMENTS" and "APPENDIX A — RCTC 91 EXPRESS LANES FUND FINANCIAL
STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2019."
2017 represents partial fiscal year; RCTC 91 Express Lanes opened for revenue service on March 20, 2017.
Interest due on the 2013 Series A Toll Revenue Bonds through December 1, 2017 was paid from the 2013
Series A Capitalized Interest Account.
Source: The Commission
PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE
The table on the following page presents, for the fiscal years ending June 30, through June
30, , both inclusive, the Toll Revenues for usage of the RCTC 91 Express Lanes as estimated by
Stantec, and certain Toll Revenues and non -toll transaction sources and the Operation and Maintenance
Expenses of the RCTC 91 Express Lanes as estimated by Parsons, as well as estimated debt service and
debt service coverage ratios for the Outstanding Senior Lien Obligations and the Second Lien
Obligations. See "APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC
AND REVENUE STUDY —INVESTMENT GRADE STUDY REFRESH 2018," "APPENDIX B-2 —
STANTEC BRINGDOWN LETTER" and "APPENDIX C — ENGINEER'S TECHNICAL REPORT."
Actual operating results achieved during the projection period may vary from those presented below and
such variations may be material. See "RISK FACTORS — Operating Risks" and "— Forward -Looking
Statements."
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(1)
Source: The Commission.
Projected Cash Flow and Debt Service Coverage
(Dollars in Thousands)
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RISK FACTORS
The following is a discussion of certain risk factors that should be considered in evaluating an
investment in the 2020 Series Bonds. This discussion does not purport to be either comprehensive or
definitive. The order in which risks are presented is not intended to reflect either the likelihood that a
particular event will occur or the relative significance of such an event. Moreover, there may well be
other risks associated with an investment in the 2020 Series Bonds in addition to those set forth herein.
Limited Obligations
The 2020 Series Bonds are limited obligations of the Commission payable solely from and
secured solely by a lien on and pledge of the Trust Estate, which consists primarily of Toll Revenues.
Other than the pledge of the Trust Estate, the Commission has not mortgaged, assigned or pledged any
interest in any real or personal property or improvements, including any interest in the RCTC 91 Express
Lanes or any expansions or extensions thereto, as security for payment of the 2020 Series Bonds.
Rate Covenant Not a Guarantee
The ability of the Commission to pay the debt service with respect to the 2020 Series Bonds
depends on the ability of the Commission to generate Toll Revenues at the levels required by the
Indenture, which in turn depends on use of the Toll Road by a sufficient number of toll -paying vehicles.
Although the Commission has covenanted in the Indenture to establish toll rates at specified levels as
more particularly described herein (see "SOURCES OF PAYMENT AND SECURITY FOR THE 2020
SERIES BONDS — Rate Covenant and Annual Budget"), and expects that sufficient Toll Revenues will
be generated through the imposition and collection of such tolls, the Commission's covenant does not
constitute a guarantee that sufficient Net Revenues will be available to pay debt service with respect to
the 2020 Series Bonds.
Limited Remedies Under the Indenture
The remedies available to owners of the 2020 Series Bonds upon an Event of Default under the
Indenture are limited to the seeking of specific performance or a writ of mandamus or other suit, action or
proceeding compelling and requiring the Commission and its officers to observe and perform any
covenant, condition or obligation prescribed in the Indenture. NO ACCELERATION REMEDY IS
AVAILABLE TO OWNERS OF THE 2020 SERIES BONDS. Therefore, owners of the 2020 Series
Bonds will be able to collect principal and interest that become due after an Event of Default only from
the Trust Estate (after payment of Trustee costs and Operation and Maintenance Expenses) included in
the pledge under the Indenture and only when such principal and interest is scheduled to be paid. The
remedies available under the Indenture depend in many respects upon regulatory and judicial actions that
are often subject to discretion and delay. Under existing law, such remedies may not be readily available.
In addition, enforcement of such remedies (i) may be subject to general principles of equity which may
permit the exercise of judicial discretion, (ii) are subject to the exercise in the future by the State and its
agencies and political subdivisions of the police power inherent in the sovereignty of the State, (iii) are
subject, in part, to the provisions of the United States Bankruptcy Code and other applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of
creditors' rights generally, now or hereafter in effect, and (iv) are subject to the exercise by the United
States of the powers delegated to it by the federal Constitution. The various legal opinions to be delivered
concurrently with the delivery of the 2020 Series Bonds will be qualified to the extent that the
enforceability of certain legal rights related to the 2020 Series Bonds is subject to limitations imposed by
bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and
by equitable remedies and proceedings generally.
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Operating Risks
The ability for the RCTC 91 Express Lanes to generate Toll Revenues in amounts sufficient to
pay debt service on the 2020 Series Bonds when due is subject to and could be materially and adversely
affected by the risks inherent in the operation of any toll facility. In addition, disruption of the RCTC 91
Express Lanes automated toll systems may result in a decrease in toll revenues, thereby adversely
impacting the Commission's ability to pay debt service on the 2020 Series Bonds. The ability to repay the
2020 Series Bonds will be dependent on the volume of traffic that utilizes the RCTC 91 Express Lanes, as
well as the ability of the Toll Operator's computer systems to accurately process data. Toll Revenues to
be generated through such use will be influenced by numerous factors, including, among others, the
ability to manage toll violations; the ability to control expenses; the availability of adequately trained
personnel; population, employment and income trends within the region; the congestion on alternative
freeways, highways, and streets; time savings experienced by utilizing the RCTC 91 Express Lanes; the
toll rates; the availability and price of fuel; and the construction of new or improved competitive
roadways or other transit facilities.
Demographic and Economic Changes. As past recessions have shown, macro -economic and
demographic conditions can have a dramatic impact on economic activity, including the willingness and
ability of consumers to use the RCTC 91 Express Lanes. Adverse changes to population, household and
employment levels and growth and income levels will directly affect the use of the RCTC 91 Express
Lanes.
No Non -Compete Provisions. When travelling along SR-91, vehicles will be able to use either or
both of the OCTA 91 Express Lanes or the RCTC 91 Express Lanes, or may use the general purpose
lanes (which do not require payment of a toll). The Indenture contains no restrictions on the ability of the
Commission or Caltrans to construct new or improved roadways or other transit facilities that may
compete with the RCTC 91 Express Lanes.
Motor Fuel Prices and Taxes. There is no assurance that motor fuel will remain in adequate
supply or that motor fuel prices and federal and State motor fuel taxes will not increase. Increases in
motor fuel prices could adversely affect the Toll Revenues of the RCTC 91 Express Lanes. Additionally,
if motor fuel prices increase, it could have a material adverse effect on the economy of the regions served
by the RCTC 91 Express Lanes and the Toll Revenues of the RCTC 91 Express Lanes.
Changes in Law. The operation of the RCTC 91 Express Lanes is subject to various laws,
regulations and policies, including, among others, laws governing environmental protections and tax
regulations. To the extent that the Commission or any other parties that are involved with the RCTC 91
Express Lanes are required to expend additional funds not budgeted in order to be in compliance with
new or amended laws, regulations or policies, such unanticipated expenditures could have a negative
impact on the Toll Revenues generated by the RCTC 91 Express Lanes. Laws, regulations and policies
governing, among other things, air pollution, noise abatement and control, hazardous waste, solid waste,
water quality and endangered species may become more stringent in the future, possibly requiring
additional compliance efforts and having a material adverse effect on the operation of the RCTC 91
Express Lanes.
Additionally, political pressure or legislative action could affect the ability of the Commission,
Caltrans, the U.S. Depaitment of Transportation or the Federal Highway Administration to budget for or
tax or spend in respect of toll roads and other highway and transportation projects, or shift the focus of
government spending to other modes of transportation, resulting in decreased use of the RCTC 91
Express Lanes. Further, action by the State Legislature to continue or expand the exemption enjoyed by
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electric vehicles or certain carpools from paying all or a portion of tolls on tolled express lanes in the
State could have a material adverse effect on Toll Revenues generated by the RCTC 91 Express Lanes.
Less Than Projected Use of RCTC 91 Express Lanes. The revenue forecasts in the Updated
Study are based upon certain assumptions described in such reports and upon certain additional
assumptions described therein. See "APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT
GRADE TRAFFIC AND REVENUE STUDY —INVESTMENT GRADE STUDY REFRESH 2018" and
"APPENDIX B-2 — STANTEC BRINGDOWN LETTER." Based upon such assumptions, Stantec has
expressed its opinion that such revenue forecasts are reasonable and have been prepared in accordance
with accepted practice for such studies. As provided in therein, however, such reports are not a guarantee
of any future events or trends and the forecasts therein are subject to future economic and social
conditions and demographic developments that cannot be predicted with certainty. Further, any of the
estimates and assumptions in such reports are inherently subject to significant economic and competitive
uncertainties and contingencies, many of which are beyond the control of the Commission. Failure to
achieve or realize any of the assumptions described above may have a material adverse effect upon the
amount of Toll Revenues actually generated.
Higher Than Projected Maintenance Costs. Successful operation of the RCTC 91 Express
Lanes requires timely and complete maintenance. Although the Commission has covenanted in the
Indenture to keep the RCTC 91 Express Lanes in good repair, no assurance can be given that sufficient
funds will be available to adequately maintain the RCTC 91 Express Lanes. Any significant deterioration
in the RCTC 91 Express Lanes may result in increased operating costs and in reduced usage (or
temporary lane closures) and may adversely affect the amount of Net Revenue available to pay debt
service with respect to the 2020 Series Bonds.
Less Than Projected Non -Toll Revenue. A component of Toll Revenues is described in the
Engineer's Technical Report as "Non -Toll Revenue" or "NTR." Non -Toll Revenue is defined as sources
of revenue not directly tied to transactions, but derived primarily through administration of various
customer convenience programs, violation administration, and interest income from investment of funds.
There is no assurance that the actual amount of Non -Toll Revenue will reach estimated levels or increase
at the rate projected in the Engineer's Technical Report. The Commission and OCTA could modify its
customer convenience programs, or institute other pricing and promotion policies, that adversely affect
Non -Toll Revenue. In addition, the generation of Non -Toll Revenue could be adversely affected by
legislative or judicial action limiting toll violation penalties or FasTrak account fees. Weak economic
conditions may decrease the number of customer accounts, or increase the number of uncollectible
accounts, which also would adversely affect Non -Toll Revenue. The establishment of lower cost user
programs by other toll agencies in the region could also decrease the number of customer accounts and
adversely affect the generation of Non -Toll Revenue. In addition, ineffective enforcement mechanisms
used against toll violators may adversely affect the generation of Non -Toll Revenue. That portion of Non -
Toll Revenue consisting of interest income could be adversely affected by decreases (or less than
projected increases) in short-term interest rates. Finally, the projection of Non -Toll Revenue in the
Engineer's Technical Report is based on the current provisions of the RCTC/OCTA Cooperative
Agreement, dated December 16, 2011 (the "RCTC/OCTA Cooperative Agreement") specifying a fifty-
fifty percentage split of certain non -toll revenues (the "Percentage Revenue Split"). The RCTC/OCTA
Cooperative Agreement expressly provides for a re-evaluation of the Percentage Revenue Split on or
before ten years from the opening date of the RCTC 91 Express Lanes and every ten years thereafter.
There is no assurance that the Commission and OCTA will continue to agree on the same Percentage
Revenue Split. See "APPENDIX C — ENGINEER'S TECHNICAL REPORT."
Technological and Societal Changes. Neither the Commission nor Stantec can predict the
technological and societal changes that may affect the use of the RCTC 91 Express Lanes during the
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period that the 2020 Series Bonds remain Outstanding. Societal changes or other contingencies may
include, for example, the increased use of telecommuting. See "- Coronavirus" below. Since the growth in
traffic on the RCTC 91 Express Lanes can be expected to be sensitive to changes in overall SR-91
corridor usage, higher levels of telecommuting could have an adverse impact on usage of the RCTC 91
Express Lanes. Technological advancements may include broadening the use of electric and/or
autonomous vehicles which, together with more stringent air quality standards, could change the
characteristics of vehicles on the road. Existing State law, the Caltrans/RCTC Toll Facility Agreement,
dated as of May 14, 2012 (the "Caltrans/RCTC Toll Facility Agreement"), and the RCTC/OCTA
Cooperative Agreement provide for free or discounted usage of the RCTC 91 Express Lanes by such zero
emission vehicles. Increased use of commercial ride -sharing services might decrease traffic congestion
and, therefore, the use of the RCTC 91 Express Lanes as a result of reduced car ownership or surge
pricing which possibly delays or diverts peak hour demands. Increased popularity of carpooling through
organized services or companies that facilitate the matching of commutersin order to share rides during
peak traffic times, either for free or for a fee (depending on the service provider), could also reduce the
use of and revenues generated from the RCTC 91 Express Lanes as a result of fewer commuters traveling
to work on an individual basis. The development of new types of switchable transponders and other
technological advances may significantly change the way Toll Revenues are collected. Other
technologies or societal changes could have a similar detrimental effect on the RCTC 91 Express Lanes
and the generation of Toll Revenues.
Seismic or Other Casualty to the RCTC 91 Express Lanes. In the event of an earthquake, or
other similar significant damage to the RCTC 91 Express Lanes, complete closure of the RCTC 91
Express Lanes might be required during the time needed for repair. (During development of the RCTC
91 Express Lanes, the geological survey determined that the Chino Fault needed to be considered for
potential rupture. This fault runs perpendicular to SR-91 at the Burlington Northern Santa Fe Railroad
Prado Overhead Bridge between Auto Center Drive and the SR-71 interchange.) Although certain
insurance proceeds may be available to the Commission in the event of an earthquake, there can be no
assurances that the occurrence of an earthquake causing damage to the RCTC 91 Express Lanes will not
materially adversely affect the amount of Toll Revenues available to pay debt service with respect to the
2020 Series Bonds.
Fuel Availability and Pricing. Another factor which may affect the traffic on the RCTC 91
Express Lanes is the cost of fuel and its availability. Over the past 25 years, the price and availability of
crude oil has been negatively impacted from time to time to the point of disrupting normal travel patterns
on the nation's highways and toll roads. Any serious supply disruption could be expected to result in
fluctuations in forecasted annual revenues.
Bankruptcy Risks
The Commission. The Commission is authorized to file for bankruptcy under Chapter 9 of the
United States Bankruptcy Code under certain circumstances and provided that it satisfies certain
requirements under the Bankruptcy Code and State law. An involuntary bankruptcy petition cannot be
filed against the Commission. Should the Commission file for bankruptcy, there could be adverse effects
on the holders of the 2020 Series Bonds.
If the toll revenues are "special revenues" under the Bankruptcy Code, then toll revenues
collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. "Special
revenues" are defined in the Bankruptcy Code to include receipts derived from the ownership or operation
of projects or systems that are or are intended to be primarily used to provide transportation services.
Bankruptcy courts have significant discretion in the characterization of revenues as "special revenues."
While the Toll Revenues appear to satisfy this definition and thus be "special revenues," no assurance can
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be given that a court would hold that the Toll Revenues are special revenues. The Toll Revenues that are
pledged by the Commission to the Trustee include revenues other than toll revenues. The portion of the
Toll Revenues (as defined in the Indenture) that are not toll revenues may or may not be "special
revenues."
If any or all of the Toll Revenues are determined not to be special revenues, then any such
amounts collected after the commencement of the bankruptcy case will likely not be subject to the lien of
the Indenture. The holders of the 2020 Series Bonds may not be able to assert a claim against any
property of the Commission other than the Toll Revenues, and if any or all of the Toll Revenues are no
longer subject to the lien of the Indenture, then there may be limited, if any, funds from which the holders
of the 2020 Series Bonds are entitled to be paid.
The Bankruptcy Code provides that special revenues can be applied to necessary operating
expenses of the project or system, before they are applied to other obligations. This rule applies regardless
of the provisions of the transaction documents. Thus, the Commission may be able to use Toll Revenues
to pay necessary operating expenses of the RCTC 91 Express Lanes that are greater or different than the
Operation and Maintenance Expenses defined in the Indenture, before the remaining Toll Revenues are
made available to the Trustee to pay amounts owed to the holders of the 2020 Series Bonds. It is not clear
precisely which expenses would constitute necessary operating expenses.
If the Commission is in bankruptcy, the parties (including the Trustee and the Holders of the 2020
Series Bonds) may be prohibited from taking any action to collect any amount from the Commission or to
enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained.
These restrictions may also prevent the Trustee from making payments to the Holders of the 2020 Series
Bonds from funds in the Trustee's possession. The Commission may be able to require that all Toll
Revenues be paid directly to it, notwithstanding the provisions of the transaction documents that require
the Toll Revenues to be paid directly to the Trustee. The Indenture's Rate Covenant (see "SOURCES OF
PAYMENT AND SECURITY FOR THE 2020 SERIES BONDS — Rate Covenant and Annual Budget")
may not be enforceable in bankruptcy by the Trustee or the Holders of the 2020 Series Bonds.
If the Commission has any Toll Revenues in its possession when it files for bankruptcy and such
Toll Revenues have been commingled with other moneys, then the Trustee and the Holders of the 2020
Series Bonds may not have a lien on such moneys and the Commission may not be required to turn over
such moneys to the Trustee. If the Commission has possession of Toll Revenues (whether collected
before or after commencement of the bankruptcy) and if the Commission does not voluntarily turn over
such Toll Revenues to the Trustee, it is not entirely clear what procedures the Trustee and the Holders of
the 2020 Series Bonds would have to follow to attempt to obtain possession of such Toll Revenues, how
much time it would take for such procedures to be completed, or whether such procedures would
ultimately be successful. Under such circumstances, there may be delays or reductions in payments on
the 2020 Series Bonds.
The Commission may be able to borrow additional money that is secured by a lien on any of its
property (including the Toll Revenues), which lien could have priority over the lien of the Indenture, as
long as the bankruptcy court determines that the rights of the Trustee and the Holders of the 2020 Series
Bonds will be adequately protected. The Commission may be able to cause Toll Revenues to be released
to it, free and clear of the lien of the Indenture, as long as the bankruptcy court determines that the rights
of the Trustee and the holders of the 2020 Series Bonds will be adequately protected.
The Commission may be able to reject the existing Toll Operator Agreement and Toll Services
Provider Agreement and enter into agreements with a new toll operator or new toll services provider,
regardless of any restrictions in the transaction documents.
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The Commission may be able, without the consent and over the objection of the Trustee and the
Holders of the 2020 Series Bonds, to alter the priority, interest rate, payment terms, collateral, maturity
dates, payment sources, covenants (including tax -related covenants), and other terms or provisions of the
Indenture and the 2020 Series Bonds, as long as the bankruptcy court determines that the alterations are
fair and equitable.
There may be delays in payments on the 2020 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays
or reductions in payments on the 2020 Series Bonds, or result in losses to the Holders of the 2020 Series
Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the
fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of
the 2020 Series Bonds.
Toll Operator. If the Toll Operator were to go into bankruptcy, it may stop performing its
functions as operator of the RCTC 91 Express Lanes, and it may be difficult to find a third party to act as
successor operator. Alternatively, the Toll Operator may take the position that unless the amount of its
compensation is increased or the terms of its obligations are otherwise altered, it will stop performing its
functions as operator. If it would be difficult to find a third party to act as operator, the parties, as a
practical matter, may have no choice but to agree to the demands of the Toll Operator. The Toll Operator
may also have the power, with the approval of the bankruptcy court, to assign its rights and obligations as
operator to a third party without the consent, and even over the objection, of the parties, and without
complying with the requirements of the applicable documents.
If the Toll Operator is in bankruptcy, then the parties may be prohibited from taking any action to
enforce any obligations of the Toll Operator under the applicable documents or to collect any amount
owing by the Toll Operator under the applicable documents, unless the permission of the bankruptcy
court is obtained.
If the Toll Operator is in bankruptcy, then, despite the terms of the documents, the parties may be
prohibited from terminating the Toll Operator and appointing a successor Toll Operator.
The Trustee and the Holders of the 2020 Series Bonds may not have a perfected or priority
interest in any Toll Revenues that are in the Toll Operator's possession at the time of the commencement
of the bankruptcy. The Toll Operator may not be required to remit to the Trustee any Toll Revenues that
are in its possession at the time it goes into bankruptcy. To the extent that the Toll Operator has
commingled Toll Revenues with its own funds, the holders of the 2020 Series Bonds may be required to
return to the Toll Operator as avoidable transfers payments received on the 2020 Series Bonds that are
traceable to funds received from the Toll Operator.
There may be delays in payments on the 2020 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of the Toll Operator that could result in
delays or reductions in payments on the 2020 Series Bonds, or result in losses to the holders of the 2020
Series Bonds. Regardless of any specific adverse determinations in a Toll Operator bankruptcy
proceeding, the fact of a Toll Operator bankruptcy proceeding could have an adverse effect on the
liquidity and value of the 2020 Series Bonds.
Third Parties in Possession of Funds. It is contemplated that there will be arrangements in place
where cash advances received by a third party, which may be a business organization (such as the
Custodian under the Custodial Account Agreement) or a governmental entity (including OCTA), may be
applied to the payment of tolls by a user of the RCTC 91 Express Lanes. See "OPERATION AND
MAINTENANCE OF THE RCTC 91 EXPRESS LANES — Electronic Tolling." Such cash advances are
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not subject to the lien of the Indenture until they are paid to the Commission. The Indenture requires that
such business organization or governmental entity must agree to take such actions as the Commission
may determine are reasonably necessary to assure that the Commission will receive timely payment of
such tolls. Nonetheless, no assurance can be given that, should such a third party go into bankruptcy or
become insolvent, such agreement will be effective to assure that the Commission will receive timely
payment of such tolls.
If a third party in possession of cash advances is in bankruptcy, then the parties may be prohibited
from taking any action to enforce any obligations of the third party under the applicable documents or to
collect any amount owing by the third party under the applicable documents, unless the permission of the
bankruptcy court is obtained.
Should a third party in possession of cash advances go into bankruptcy, the Commission, the
Trustee, and the Holders of the 2020 Series Bonds may not have a lien on, or other interest in, the moneys
held by such third party and the third party may not be required to turn over to the Commission or the
Trustee such moneys. While such agreements may provide that the third party holds such cash advances
in trust, no assurance can be given that a court will not conclude that the relevant agreement does not in
fact create a valid trust arrangement. Users of the RCTC 91 Express Lanes may assert that because they
have already paid the third party, they are entitled to use the RCTC 91 Express Lanes without paying a
second time, regardless of whether the third party turns over funds to the Commission or the Trustee.
Under such circumstances, there could be delays or reductions in payments on the 2020 Series Bonds.
The Holders of the 2020 Series Bonds may be required to return to such third party as avoidable
transfers payments received on the 2020 Series Bonds that are traceable to funds received from such third
party.
There may be delays in payments on the 2020 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of a third party in possession of cash
advances that could result in delays or reductions in payments on the 2020 Series Bonds, or result in
losses to the Holders of the 2020 Series Bonds. Regardless of any specific adverse determinations in a
bankruptcy proceeding of such a third party, the fact of such a bankruptcy proceeding could have an
adverse effect on the liquidity and value of the 2020 Series Bonds.
Limitation on Tolling Period
The RCTC 91 Express Lanes are located on freeway right-of-way owned by Caltrans, and leased
to the Commission pursuant to the Caltrans/RCTC Toll Facility Agreement. The term of the
Caltrans/RCTC Toll Facility Agreement is 50 years commencing as of the first day on which the RCTC
91 Express Lanes opened for public use and toll operations, which was March 20, 2017, and at the end of
such period, the Commission shall have no further authority to impose or collect a toll. Moreover, at the
end of the term of the Caltrans/RCTC Toll Facility Agreement, all property of the Commission related to
the RCTC 91 Express Lanes, including signs, gantries and other tolling equipment, shall automatically
become the property of Caltrans. The Caltrans/RCTC Toll Facility Agreement further provides that the
term of the Caltrans/RCTC Toll Facility Agreement shall not be extended, unless authorized by the State
Legislature.
Cybersecurity
The Commission, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations and finances. As a recipient and provider of personal,
private or other electronic sensitive information, the Commission is potentially subject to multiple cyber
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threats including, but not limited to, hacking, viruses, malware, ransomware and other attacks on
computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain
unauthorized access to the Commission's systems for the purposes of misappropriating assets or
information or causing operational disruption or damage.
No assurances can be given that the security and operational control measures of the Commission
will be successful in guarding against any and each cyber threat or breach. The cost of remedying damage
or disruption caused by cyber-attacks could be substantial and in excess of any applicable insurance
coverage.
Climate Change Issues and Economic Impact of Possible New and Increased Regulation
In 2006, the California legislature passed Assembly Bill 32, the "California Global Warming
Solutions Act of 2006," which requires the Statewide level of greenhouse gas ("GHG") emissions to be
reduced to 1990 levels by 2020 and directs the California Air Resources Board ("CARB") to serve as the
lead agency to implement the law. On October 20, 2011, CARB made the final adjustments to its
implementation plan for Assembly Bill 32 (the "California Cap -and -Trade Program" or the "Program")
which was implemented and became effective in January 2012. The Program covers regulated entitles
emitting 25,000 million metric tons of carbon dioxide equivalent per year or more and entities in certain
listed industries, including major industrial sources, electricity generating facilities, fuel suppliers, and,
since January 1, 2015, fuel distributors. While various studies anticipated that the Program would cause
an immediate increase in the price of gasoline, its impacts are difficult to observe due to market
fluctuations in the price of gasoline caused by other determinants.
The Program's effects on economic activity and transportation mode choices in the County and
surrounding areas, both of which may affect Toll Revenues, are difficult to predict. Further, the
Commission is unable to predict if any additional federal, State and local laws and regulations with
respect GHG emissions or other environmental issues will be adopted, or what effects such laws and
regulations will have on the underlying factors that influence vehicle traffic volume on the RCTC 91
Express Lanes. The effects, while unknown, could be material.
Coronavirus
[If a pandemic, epidemic, outbreak of an infectious disease, such as the coronavirus known as
COVID-19, or other public health crisis were to occur in an area surrounding the RCTC 91 Express
Lanes, Toll Revenues could be reduced, for example, by an increase in telecommuting. Depending on the
duration of such reduction, the impact on Toll Revenues could be material and adverse.]
State Legislation
State legislation is introduced from time to time that could affect the finances or operations of the
RCTC 91 Express Lanes, including the level and expenditure of tolls. The Commission cannot predict
whether any such legislation will be introduced or enacted in future legislative sessions.
Voter Initiatives
In 1996, the voters of the State approved Proposition 218, a constitutional initiative, entitled the
"Right to Vote on Taxes Act" ("Proposition 218"). Proposition 218 added Articles XIII C and XIII D to
the California Constitution and contains a number of interrelated provisions affecting the ability of local
governments to levy and collect both existing and future taxes, assessments, fees and charges.
Proposition 218 requires majority voter approval for the imposition, extension or increase of general taxes
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and two-thirds voter approval for the imposition, extension or increase of special taxes by a local
government. Proposition 218 also provides for broad initiative powers to reduce or repeal any local tax,
assessment, fee or charge.
In 2010, the voters of the State approved Proposition 26, another constitutional initiative, entitled
the "Supermajority Vote to Pass New Taxes and Fees Act" ("Proposition 26"). Proposition 26, among
other things, added a definition of "tax" as used in Article XIII A, which contains certain limitations with
respect to changes in State statute that results in any taxpayer paying a higher tax, and Article XIII C of
the California Constitution. The Commission does not believe that the levy and collection of tolls for use
of the RCTC 91 Express Lanes are taxes subject to the voter approval provisions of Propositions 26 and
218.
The Supreme Court of California, in the case of Bighorn -Desert View Water Agency v. Verjil, 39
Cal. 4th 205 (2006), also held that the initiative power described in Article XIII C applies to any local
taxes, assessments, fees and charges as defined in Articles XIII C and XIII D. Article XIII D defines
"fee" or "charge" to mean a levy (other than ad valorem or special taxes or assessments) imposed by a
local government "upon a parcel or upon a person as an incident of property ownership," including a user
fee for a "property related service." However, the Court also found that the terms "fee" and "charge" in
section 3 of Article XIII C may not be subject to a "property related" qualification. The Commission
does not believe that any toll charged for use of the RCTC 91 Express Lanes is a "fee" or "charge" as
defined in Article XIII C or XIII D. If ultimately found to be applicable to the such tolls, the initiative
power could be used to rescind or reduce the levy and collection of such tolls under Proposition 218. Any
attempt by voters to use the initiative provisions under Proposition 218 in a manner which would prevent
the payment of debt service on the Commission's toll revenue bonds arguably violates the Impairment of
Contract Clause of the United States Constitution and accordingly should be precluded. The Commission
cannot predict the potential financial impact on the financial condition of the Commission and the
Commission's ability to pay the principal of and interest on the 2020 Series Bonds as and when due, as a
result of the exercise of the initiative power under Proposition 218.
Potential for TIFIA Loan
The Commission may seek a TIFIA loan or may seek other assistance from the federal
government in connection with future capital improvements to the RCTC 91 Express Lanes. No
assurances can be given that the Commission would be successful in obtaining additional financial
support from the federal government. In the event that the Commission receives a TIFIA loan, under
current TIFIA requirements, it is the Commission's intention that the TIFIA loan would be a Subordinate
Obligation and the Commission would be required to comply with the requirements for the issuance of
additional Subordinate Obligations. See "SOURCES OF PAYMENT AND SECURITY FOR THE 2020
SERIES BONDS — Additional Second Lien Obligations or Subordinate Obligations." Current TIFIA
regulations may require that the lien on revenues securing the TIFIA loan become a senior lien (on parity
with the 2020 Senior Bonds) in the event of the bankruptcy, insolvency or liquidation of the Commission.
Forward -Looking Statements
This Official Statement and Appendices hereto contain "forward -looking statements," which
generally can be identified with words or phrases such as "anticipates," believes," "could," "estimates,"
"expects," "foresees," "may," "plan," "predict," "should," "will" or other words or phrases of similar
import. All statements included in this Official Statement and Appendices hereto that any person expects
or anticipates will, should or may occur in the future, including but not limited to, the projections in the
Updated Study and the Engineer's Technical Report, are forward -looking statements. These statements
are based on assumptions and analysis made by the Commission, Stantec and Parsons, as applicable, in
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light of their experience and perception of historical trends, current conditions and expected future
developments as well as other factors they believe are appropriate in the circumstances. However,
whether actual results and developments will conform with expectations and predictions is subject to a
number of risks and uncertainties, including, without limitation, the information discussed under this
"RISK FACTORS" caption of this Official Statement as well as additional factors beyond the
Commission's control. The important risk factors and assumptions described under that caption and
elsewhere in this Official Statement could cause actual results to differ materially from those expressed in
any forward -looking statement. All of the forward -looking statements made in this Official Statement
and any Appendices hereto are qualified by these cautionary statements. There can be no assurance that
the actual results or developments anticipated will be realized or, even if substantially realized, that they
will have the expected consequences to or effects on the Commission's revenues or operations. All
subsequent forward -looking statements attributable to the Commission or persons acting on their behalf
are expressly qualified in their entirety by the factors and assumptions described above and in any
documents containing those forward -looking statements. All forward -looking statements included in this
Official Statement are based on information available to the Commission and the other aforementioned
entities on the date hereof, and neither the Commission nor any of such other aforementioned entities
assumes any obligation to update any such forward -looking statements.
The forward -looking statements herein are necessarily based on various assumptions and
estimates that are inherently subject to numerous risks and uncertainties, including risks and uncertainties
relating to the possible invalidity of the underlying assumptions and estimates and possible changes or
developments in social, economic, business, industry, market, legal and regulatory circumstances and
conditions and actions taken or omitted to be taken by third parties, including customers, suppliers,
business partners and competitors, and legislative, judicial and other governmental authorities and
officials. Assumptions related to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and, therefore, there can be no assurance that the forward -
looking statements included in this Official Statement will prove to be accurate.
FINANCIAL STATEMENTS
The financial statements of the Commission's RCTC 91 Express Lanes Fund for the Fiscal Year
ended June 30, 2019, included in APPENDIX A of this Official Statement, have been audited by Macias
Gini & O'Connell LLP, certified public accountants, as stated in their report therein. Macias Gini &
O'Connell LLP, the Commission's independent auditor, has not been engaged to perform, and has not
performed, since the date of its report included therein, any procedures on the financial statements
addressed in that report. Macias Gini & O'Connell LLP also has not performed any procedures relating
to this Official Statement. The Commission represents that, except as described herein, there has been no
material adverse change in the financial position of the RCTC 91 Express Lanes Fund since June 30,
2019.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the
2020 Series Bonds or questioning or affecting the validity of the 2020 Series Bonds or the proceedings
and authority under which they are to be issued. Neither the creation, organization or existence of the
Commission, nor the title of the present members of the Commission to their respective offices, is being
contested.
There are presently three proposed class action lawsuits pending in federal and state courts
challenging the notices issued on behalf of the Commission that are sent to toll violators on the RCTC 91
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Express Lanes (collectively, the "Cofiroute Lawsuits"). The first is Harvey J. Thompson v. Cofiroute
USA, LLC, et. al., Orange County Superior Court, Case No. 30-2019-01108804-CU-MC-CXC
("Thompson"). Thompson alleges, on behalf of the proposed class, that he was issued a toll road
violation. Upon receipt of the violation, Thompson protested the violation and it was determined that
Thompson did not commit a toll road violation, or the violation was otherwise waived. In sending the
determination letter to Thompson, Thompson claims that the letter issued contained improper marketing
material. This lawsuit is filed on behalf of all motorists who received similar letters from February 7,
2018 to the present.
The second complaint is Mathew Skogebo v. Cofiroute USA, LLC, et al., Orange County
Superior Court, Case No. 30-2019-01118474-CU-MC-CXC ("Skogebo"). Skogebo alleges, on behalf of
the proposed class, that the Commission referenced the wrong code section when issuing toll road
violation notices. Specifically, Skogebo alleges that the notices issued by the Commission referenced
Vehicle Code section 23302.5, when they should have referenced Vehicle Code section 23302. As a
result, Skogebo alleges that the toll road violation notices were invalid, and thus the use of personally
identifiable information (i.e., name and address) to send the toll road violation notices was improper.
Skogebo alleges that because the notices were improper, the Commission's inclusion of an
"advertisement" to sign up for a FasTrak constitutes impermissible advertising. Here, the proposed class
consists of all motorists, who reside inside California, that received a toll road violation notice with this
advertisement between October 15, 2017 and October 31, 2018.
The third complaint is Sanket Thakur v. Cofiroute USA, LLC, et al., United States District Court,
Case No. 8:19-CV-02233-AG-JDEx ("Thakur"). Thakur alleges, on behalf of the proposed class, that the
Commission referenced the wrong code section when issuing toll road violation notices. Specifically,
Thakur alleges that the notices issued by the Commission referenced Vehicle Code section 23302.5, when
they should have referenced Vehicle Code section 23302. As a result, Thakur alleges that the Toll Road
violation notices were invalid, and thus the use of personally identifiable information (i e , name and
address) to send the toll road violation notices was improper. Thakur alleges that because the notices
were improper, the Commission's inclusion of an "advertisement" to sign up for a FasTrak constitutes
impermissible advertising. Here, the proposed class consists of all motorists, who reside outside
California, that received a toll road violation notice with this advertisement between October 15, 2017
and October 31, 2018.
In all three Cofiroute Lawsuits, the crux of the respective Plaintiffs' arguments is that the
Commission violated Section 31490 of the Streets and Highway Code, which states that if "personally
identifiable information has been knowingly sold or provided" a plaintiff may bring a lawsuit to recover
penalties of $2,500 to $4,000 for each violation. In all three Cofiroute Lawsuits, the class has not yet
been certified. The Commission is in the process of filing demurrers and motions to strike all of the
Cofiroute Lawsuits. In addition to the Commission, Section 31490 actions have been filed in various
courts throughout the State against other toll agencies, including OCTA, the Bay Area Toll Authority, the
Foothill/Eastern Transportation Corridor Agency, the San Joaquin Hills Transportation Corridor Agency,
the Los Angeles County Metropolitan Authority and the San Diego Association of Governments. The
Commission believes that the toll road violation notices sent to violators on the RCTC 91 Express Lanes
were proper, and that there was no improper advertising contained in the notices. While the Commission
is unable to predict the outcome of the Cofiroute Lawsuits, the Commission does not expect any such
outcome to materially and adversely affect its ability to pay debt service on the 2020 Series Bonds.
In 2018, two suits were filed in San Francisco Superior Court challenging toll increases on certain
state-owned bridges in the San Francisco Bay Area. The plaintiffs in the Toll Increase Challenges,
including the Howard Jarvis Taxpayers Association (collectively, "HJTA Plaintiffs"), alleged that such
toll increases were, in fact, tax increases requiring either a two-thirds vote of members of each of the two
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houses of the State Legislature or, alternatively, approval of two-thirds of voters in an election authorizing
such toll increases, under Article Section 3 of Article XIIIA of the California Constitution or Section 1 of
Article XIIIC of the California Constitution, respectively. Defendants, California State Legislature, Bay
Area Toll Authority and Metropolitan Transportation Commission (collectively, "Bay Area Toll
Defendants"), responded to the Toll Increase Challenges, arguing that such toll increases were charges for
entrance to or use of state property imposed by the State Legislature in accordance with Section 3 of
Article XIIIA of the California Constitution. On April 3, 2019, and on July 11, 2019, the San Francisco
Superior Court granted the Bay Area Toll Defendants' respective motions for judgment on the pleadings
without leave to amend in the Toll Increase Challenges, and subsequently the respective judgments were
entered by the San Francisco Superior Court (collectively, the "Bay Area Toll Judgments").
HJTA Plaintiffs have appealed the Bay Area Toll Judgments to the California Court of Appeal,
First Appellate District, which appeal remains pending. The Commission cannot predict the outcome of
such appeal or the impact, if any, that such outcome may have on tolls charged on the RCTC 91 Express
Lanes or the Commission's toll policies. The Commission believes that tolls on the RCTC 91 Express
Lanes are charged in accordance with all applicable law. See "RISK FACTORS — State Legislation" and
"— Voter Initiatives."
LEGAL MATTERS
The validity of the 2020 Series Bonds and certain other legal matters are subject to the approving
opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete copy of
the proposed form of Bond Counsel's opinion is contained in APPENDIX E hereto. Bond Counsel
undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement.
Compensation paid to Bond Counsel, Disclosure Counsel and Underwriters' Counsel is conditioned upon
the successful issuance of the 2020 Series Bonds. Certain legal matters will be passed upon for the
Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by
Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. Certain legal
matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission ("Bond
Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions, and
assuming, among other matters, the accuracy of certain representations and compliance with certain
covenants, interest on the 2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds
(collectively, the "Tax -Exempt Bonds") is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of
California personal income taxes. Bond Counsel is of the further opinion that interest on the Tax -Exempt
Bonds is not a specific preference item for purposes of the federal alternative minimum tax. A complete
copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX E hereto.
To the extent the issue price of any maturity of the Tax -Exempt Bonds is less than the amount to
be paid at maturity of such Tax -Exempt Bonds (excluding amounts stated to be interest and payable at
least annually over the term of such Tax -Exempt Bonds), the difference constitutes "original issue
discount," the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is
treated as interest on the Tax -Exempt Bonds which is excluded from gross income for federal income tax
purposes and State of California personal income taxes. For this purpose, the issue price of a particular
maturity of the Tax -Exempt Bonds is the first price at which a substantial amount of such maturity of the
Tax -Exempt Bonds is sold to the public (excluding bond houses, brokers, or similar persons or
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organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue
discount with respect to any maturity of the Tax -Exempt Bonds accrues daily over the term to maturity of
such Tax -Exempt Bonds on the basis of a constant interest rate compounded semiannually (with straight-
line interpolations between compounding dates). The accruing original issue discount is added to the
adjusted basis of such Tax -Exempt Bonds to determine taxable gain or loss upon disposition (including
sale, redemption, or payment on maturity) of such Tax -Exempt Bonds. Beneficial Owners of the Tax -
Exempt Bonds should consult their own tax advisors with respect to the tax consequences of ownership of
Tax -Exempt Bonds with original issue discount, including the treatment of Beneficial Owners who do not
purchase such Tax -Exempt Bonds in the original offering to the public at the first price at which a
substantial amount of such Tax -Exempt Bonds is sold to the public.
Tax -Exempt Bonds purchased, whether at original issuance or otherwise, for an amount higher
than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium
Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the
amortizable bond premium in the case of obligations, like the Premium Bonds, the interest on which is
excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest
received, and a Beneficial Owner's basis in a Premium Bond, will be reduced by the amount of
amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium
Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond
premium in their particular circumstances.
The Code imposes various restrictions, conditions and requirements relating to the exclusion from
gross income for federal income tax purposes of interest on obligations such as the Tax -Exempt Bonds.
The Commission has made certain representations and covenanted to comply with certain restrictions,
conditions and requirements designed to ensure that interest on the Tax -Exempt Bonds will not be
included in federal gross income. Inaccuracy of these representations or failure to comply with these
covenants may result in interest on the Tax -Exempt Bonds being included in gross income for federal
income tax purposes, possibly from the date of original issuance of the Tax -Exempt Bonds. The opinion
of Bond Counsel assumes the accuracy of these representations and compliance with these covenants.
Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or
not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's
attention after the date of issuance of the Tax -Exempt Bonds may adversely affect the value of, or the tax
status of interest on, the Tax -Exempt Bonds. Accordingly, the opinion of Bond Counsel is not intended
to, and may not, be relied upon in connection with any such actions, events or matters.
Although Bond Counsel is of the opinion that interest on the Tax -Exempt Bonds is excluded from
gross income for federal income tax purposes and is exempt from State of California personal income
taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the Tax -
Exempt Bonds may otherwise affect a Beneficial Owner's federal, state or local tax liability. The nature
and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner
or the Beneficial Owner's other items of income or deduction. Bond Counsel expresses no opinion
regarding any such other tax consequences.
Current and future legislative proposals, if enacted into law, clarification of the Code or court
decisions may cause interest on the Tax -Exempt Bonds to be subject, directly or indirectly, in whole or in
part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise
prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The
introduction or enactment of any such legislative proposals or clarification of the Code or court decisions
may also affect, perhaps significantly, the market price for, or marketability of, the Tax -Exempt Bonds.
Prospective purchasers of the Tax -Exempt Bonds should consult their own tax advisors regarding the
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potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to
which Bond Counsel is expected to express no opinion.
The opinion of Bond Counsel is based on current legal authority, covers certain matters not
directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment
of the Tax -Exempt Bonds for federal income tax purposes. It is not binding on the Internal Revenue
Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or
assurance about the future activities of the Commission or about the effect of future changes in the Code,
the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The
Commission has covenanted, however, to comply with the requirements of the Code.
Bond Counsel's engagement with respect to the Tax -Exempt Bonds ends with the issuance of the
Tax -Exempt Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the
Commission or the Beneficial Owners regarding the tax-exempt status of the Tax -Exempt Bonds in the
event of an audit examination by the IRS. Under current procedures, parties other than the Commission
and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in
the audit examination process. Moreover, because achieving judicial review in connection with an audit
examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with
which the Commission legitimately disagrees, may not be practicable. Any action of the IRS, including
but not limited to selection of the Tax -Exempt Bonds for audit, or the course or result of such audit, or an
audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the
Tax -Exempt Bonds, and may cause the Commission or the Beneficial Owners to incur significant
expense.
Federally Taxable Bonds
In the opinion of Bond Counsel to the Commission, based upon an analysis of existing laws,
regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain
representations and compliance with certain covenants, interest on the 2020 Series A Senior Bonds (the
"Federally Taxable Bonds") is exempt from State of California personal income taxes. Interest on the
Federally Taxable Bonds is not excluded from gross income for federal income tax purposes under
Section 103 of the Code. Bond Counsel expresses no opinion regarding any other tax consequences
relating to the ownership or disposition of, or the amount, accrual, or receipt of interest on, the Federally
Taxable Bonds. The proposed form of opinion of Bond Counsel is contained in APPENDIX E hereto.
The following discussion summarizes certain U.S. federal tax considerations generally applicable
to holders of the Federally Taxable Bonds that acquire their Federally Taxable Bonds in the initial
offering. The discussion below is based upon laws, regulations, rulings, and decisions in effect and
available on the date hereof, all of which are subject to change, possibly with retroactive effect.
Prospective investors should note that no rulings have been or are expected to be sought from the IRS
with respect to any of the U.S. federal tax consequences discussed below, and no assurance can be given
that the IRS will not take contrary positions. Further, the following discussion does not deal with U.S. tax
consequences applicable to any given investor, nor does it address the U.S. tax considerations applicable
to all categories of investors, some of which may be subject to special taxing rules (regardless of whether
or not such investors constitute U.S. Holders), such as certain U.S. expatriates, banks, REITs, RICs,
insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships,
S corporations, estates and trusts, investors that hold their Federally Taxable Bonds as part of a hedge,
straddle or an integrated or conversion transaction, or investors whose "functional currency" is not the
U.S. dollar. Furthermore, it does not address (i) alternative minimum tax consequences, (ii) the net
investment income tax imposed under Section 1411 of the Code, or (iii) the indirect effects on persons
who hold equity interests in a holder. This summary also does not consider the taxation of the Federally
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Taxable Bonds under state, local or non-U.S. tax laws. In addition, this summary generally is limited to
U.S. tax considerations applicable to investors that acquire their Federally Taxable Bonds pursuant to this
offering for the issue price that is applicable to such Federally Taxable Bonds (i.e., the price at which a
substantial amount of the Federally Taxable Bonds are sold to the public) and who will hold their
Federally Taxable Bonds as "capital assets" within the meaning of Section 1221 of the Code.
As used herein, "U.S. Holder" means a beneficial owner of a Federally Taxable Bond that for
U.S. federal income tax purposes is an individual citizen or resident of the United States, a corporation or
other entity taxable as a corporation created or organized in or under the laws of the United States or any
state thereof (including the Commission of Columbia), an estate the income of which is subject to U.S.
federal income taxation regardless of its source or a trust where a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more United States persons
(as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that
has made a valid election under U.S. Treasury Regulations to be treated as a domestic trust). As used
herein, "Non-U.S. Holder" generally means a beneficial owner of a Federally Taxable Bond (other than a
partnership) that is not a U.S. Holder. If a partnership holds Federally Taxable Bonds, the tax treatment of
such partnership or a partner in such partnership generally will depend upon the status of the partner and
upon the activities of the partnership. Partnerships holding Federally Taxable Bonds, and partners in such
partnerships, should consult their own tax advisors regarding the tax consequences of an investment in the
Federally Taxable Bonds (including their status as U.S. Holders or Non-U.S. Holders).
Notwithstanding the rules described below, it should be noted that certain taxpayers that are
required to prepare certified financial statements or file financial statements with certain regulatory or
governmental agencies may be required to recognize income, gain and loss with respect to the Federally
Taxable Bonds at the time that such income, gain or loss is recognized on such financial statements
instead of under the rules described below.
Prospective investors should consult their own tax advisors in determining the U.S. federal, state,
local or non-U.S. tax consequences to them from the purchase, ownership and disposition of the Federally
Taxable Bonds in light of their particular circumstances.
U.S. Holders
Interest. Interest on the Federally Taxable Bonds generally will be taxable to a U.S. Holder as
ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S.
Holder's method of accounting for U.S. federal income tax purposes.
Federally Taxable Bonds purchased for an amount in excess of the principal amount payable at
maturity (or, in some cases, at their earlier call date) will be treated as issued at a premium. A U.S. Holder
of a Federally Taxable Bond issued at a premium may make an election, applicable to all debt securities
purchased at a premium by such U.S. Holder, to amortize such premium, using a constant yield method
over the term of such Federally Taxable Bond.
Sale or Other Taxable Disposition of the Federally Taxable Bonds. Unless a nonrecognition
provision of the Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer
by the Commission) or other disposition of a Federally Taxable Bond will be a taxable event for U.S.
federal income tax purposes. In such event, in general, a U.S. Holder of a Federally Taxable Bond will
recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of
property received (except to the extent attributable to accrued but unpaid interest on the Federally Taxable
Bond, which will be taxed in the manner described above) and (ii) the U.S. Holder's adjusted U.S. federal
income tax basis in the Federally Taxable Bond (generally, the purchase price paid by the U.S. Holder for
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the Federally Taxable Bond, decreased by any amortized premium). Any such gain or loss generally will
be capital gain or loss. In the case of a non -corporate U.S. Holder of the Federally Taxable Bonds, the
maximum marginal U.S. federal income tax rate applicable to any such gain will be lower than the
maximum marginal U.S. federal income tax rate applicable to ordinary income if such U.S. holder's
holding period for the Federally Taxable Bonds exceeds one year. The deductibility of capital losses is
subject to limitations.
Defeasance of the Federally Taxable Bonds. If the Commission defeases any Federally Taxable
Bond, the Federally Taxable Bond may be deemed to be retired and "reissued" for U.S. federal income
tax purposes as a result of the defeasance. In that event, in general, a holder will recognize taxable gain or
loss equal to the difference between (i) the amount realized from the deemed sale, exchange or retirement
(less any accrued qualified stated interest which will be taxable as such) and (ii) the holder's adjusted tax
basis in the Federally Taxable Bond.
Information Reporting and Backup Withholding. Payments on the Federally Taxable Bonds
generally will be subject to U.S. information reporting and possibly to "backup withholding." Under
Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non -corporate
U.S. Holder of the Federally Taxable Bonds may be subject to backup withholding at the current rate of
24% with respect to "reportable payments," which include interest paid on the Federally Taxable Bonds
and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Federally
Taxable Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee
fails to furnish a U.S. taxpayer identification number ("TiV") to the payor in the manner required, (ii) the
IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a "notified
payee underreporting" described in Section 3406(c) of the Code or (iv) the payee fails to certify under
penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code.
Amounts withheld under the backup withholding rules may be refunded or credited against the U.S.
Holder's federal income tax liability, if any, provided that the required information is timely furnished to
the IRS. Certain U.S. holders (including among others, corporations and certain tax-exempt
organizations) are not subject to backup withholding. A holder's failure to comply with the backup
withholding rules may result in the imposition of penalties by the IRS.
Non-U.S. Holders
Interest. Subject to the discussions below under the headings "Information Reporting and Backup
Withholding" and "Foreign Account Tax Compliance Act," payments of principal of, and interest on, any
Federally Taxable Bond to a Non-U.S. Holder, other than (1) a controlled foreign corporation, a such term
is defined in the Code, which is related to the Commission through stock ownership and (2) a bank which
acquires such Federally Taxable Bond in consideration of an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of business, will not be subject to any U.S. federal
withholding tax provided that the beneficial owner of the Federally Taxable Bond provides a certification
completed in compliance with applicable statutory and regulatory requirements, which requirements are
discussed below under the heading "Information Reporting and Backup Withholding," or an exemption is
otherwise established.
Disposition of the Federally Taxable Bonds. Subject to the discussions below under the headings
"Information Reporting and Backup Withholding" and "FATCA," any gain realized by a Non-U.S.
Holder upon the sale, exchange, redemption, retirement (including pursuant to an offer by the
Commission or a deemed retirement due to defeasance of the Federally Taxable Bond) or other
disposition of a Federally Taxable Bond generally will not be subject to U.S. federal income tax, unless
(i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business
within the United States; or (ii) in the case of any gain realized by an individual Non-U.S. Holder, such
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holder is present in the United States for 183 days or more in the taxable year of such sale, exchange,
redemption, retirement (including pursuant to an offer by the Commission) or other disposition and
certain other conditions are met.
U.S. Federal Estate Tax. A Federally Taxable Bond that is held by an individual who at the time
of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a
result of such individual's death, provided that, at the time of such individual's death, payments of interest
with respect to such Federally Taxable Bond would not have been effectively connected with the conduct
by such individual of a trade or business within the United States.
Information Reporting and Backup Withholding. Subject to the discussion below under the
heading "FATCA," under current U.S. Treasury Regulations, payments of principal and interest on any
Federally Taxable Bonds to a holder that is not a United States person will not be subject to any backup
withholding tax requirements if the beneficial owner of the Federally Taxable Bond or a financial
institution holding the Federally Taxable Bond on behalf of the beneficial owner in the ordinary course of
its trade or business provides an appropriate certification to the payor and the payor does not have actual
knowledge that the certification is false. If a beneficial owner provides the certification, the certification
must give the name and address of such owner, state that such owner is not a United States person, or, in
the case of an individual, that such owner is neither a citizen nor a resident of the United States, and the
owner must sign the certificate under penalties of perjury. The current backup withholding tax rate is
24%.
Foreign Account Tax Compliance Act ("FATCA")—U.S. Holders and Non-U.S. Holders
Sections 1471 through 1474 of the Code impose a 30% withholding tax on certain types of
payments made to foreign financial institutions, unless the foreign financial institution enters into an
agreement with the U.S. Treasury to, among other things, undertake to identify accounts held by certain
U.S. persons or U.S.-owned entities, annually report certain information about such accounts, and
withhold 30% on payments to account holders whose actions prevent it from complying with these and
other reporting requirements, or unless the foreign financial institution is otherwise exempt from those
requirements. In addition, FATCA imposes a 30% withholding tax on the same types of payments to a
non -financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or
the entity furnishes identifying information regarding each substantial U.S. owner. Under current
guidance, failure to comply with the additional certification, information reporting and other specified
requirements imposed under FATCA could result in the 30% withholding tax being imposed on payments
of interest on the 2020 Series Bonds. In general, withholding under FATCA currently applies to payments
of U.S. source interest(including OID) and, under current guidance, will apply to certain "passthru"
payments no earlier than the date that is two years after publication of final U.S. Treasury Regulations
defining the term "foreign passthru payments." Prospective investors should consult their own tax
advisors regarding FATCA and its effect on them.
The foregoing summary is included herein for general information only and does not discuss all
aspects of U.S. federal taxation that may be relevant to a particular holder of Federally Taxable Bonds in
light of the holder's particular circumstances and income tax situation. Prospective investors are urged to
consult their own tax a visors as to any tax consequences to them from the purchase, ownership and
disposition of Federally able Bonds, including the application and effect of state, local, non-U.S., and
other tax laws.
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CONTINUING DISCLOSURE
The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant
therein for the benefit of the beneficial owners of the 2020 Series Bonds to provide certain financial
information and operating data relating to the Commission and the Toll Revenues by not later than nine
months after the end of the Commission's prior fiscal year (the "Annual Reports"), and to provide notices
of the occurrence of certain enumerated events (the "Listed Events"). The Annual Reports and notices of
Listed Events will be filed with the MSRB. See "APPENDIX F — FORM OF CONTINUING
DISCLOSURE AGREEMENT."
[During Fiscal Year 2018-19, Fitch Ratings upgraded its rating on the 2013 Series A Senior
Bonds and the 2013 Series B Senior Bonds. The Commission filed a Listed Event notice for this rating
change, but such notice was not filed timely.]
RATINGS
The 2020 Senior Bonds have received ratings of " " from Fitch Ratings and " " from S&P
Global Ratings, and the 2020 Series C Second Lien Bonds have received ratings of " " from Fitch
Ratings and " " from S&P Global Ratings. An explanation of the significance of each such rating may
be obtained from the agency furnishing the rating. The ratings reflect only the views of such agencies at
the time such ratings are given, and the Commission makes no representation as to the appropriateness of
the ratings. Generally, rating agencies base their ratings on the information and materials so furnished and
on investigations, studies, and assumptions by the rating agencies. There is no assurance that a particular
rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely
if, in the judgment of the agency originally establishing the rating, circumstances so warrant.
Except as described under the caption "CONTINUING DISCLOSURE" herein, neither the
Commission nor any of the Underwriters has undertaken any responsibility to bring to the attention of the
registered owners of the 2020 Series Bonds any proposed revision or withdrawal of the ratings of the
2020 Series Bonds or to oppose any such proposed revision or withdrawal. Any such change in or
withdrawal of such ratings could have an adverse effect on the market price or marketability of the 2020
Series Bonds.
MUNICIPAL ADVISOR
The Commission has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as
Municipal Advisor in connection with the authorization and delivery of the 2020 Series Bonds. The
Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent
verification or assume responsibility for the accuracy, completeness or fairness of the information
contained in this Official Statement. The Municipal Advisor is an independent municipal advisory firm
and is not engaged in the business of underwriting, trading or distributing municipal securities or other
public securities. A portion of the compensation paid to the Municipal Advisor is contingent upon the
successful issuance of the 2020 Series Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The Verification Agent, Causey Demgen & Moore P.C., will verify the accuracy of mathematical
computations concerning the adequacy of the maturing principal amounts of and interest earned on the
Defeasance Securities deposited in the Escrow Account, together with amounts held as cash therein, to
provide for payment of debt service on, and the redemption price of, the 2013 Series A Senior Bonds to
the Redemption Date.
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The report of the Verification Agent will include the statement that the scope of its engagement
was limited to verifying the mathematical accuracy of the computations contained in such schedules
provided to it and that the Verification Agent has no obligation to update its report because of events
occurring, or data or information coming to its attention, after the date of its report.
UNDERWRITING
The Underwriters of the 2020 Series Bonds listed on the cover page hereof (collectively, the
"Underwriters"), have agreed, subject to certain conditions, to purchase (i) [the 2020 Senior Bonds at the
purchase price of $ (representing the aggregate principal amount of the 2020 Senior Bonds,
less original issue discount/plus net bond premium of $ , less an underwriter's discount of
$ ),] and (ii) the 2020 Series C Second Lien Bonds at the purchase price of $
(representing the aggregate principal amount of the 2020 Series C Second Lien Bonds, less original issue
discount/plus net bond premium of $ , less an underwriter's discount of $ ).
The Bond Purchase Agreement for the 2020 Series Bonds provides that the Underwriters will
purchase all of the 2020 Series Bonds if any are purchased. The 2020 Series Bonds may be offered and
sold by the Underwriters to certain dealers and others at yields lower than such public offering yields
indicated on the inside cover hereof, and such public offering yields may be changed, from time to time,
by the Underwriters.
The following five paragraphs have been provided by the Underwriters for inclusion in this
Official Statement and the Commission does not assume any responsibility for the accuracy or
completeness of such statements or information.
BofA Securities, Inc., one of the Underwriters of the 2020 Series Bonds, has entered into a
distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"). As part of this arrangement, BofA Securities, Inc. may distribute securities to MLPF&S,
which may in turn distribute such securities to investors through the financial advisor network of
MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer for
their selling efforts with respect to the 2020 Series Bonds.
J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the 2020 Series Bonds, has
entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab &
Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for the retail distribution of certain securities
offerings at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may
purchase 2020 Series Bonds from JPMS at the original issue price less a negotiated portion of the selling
concession applicable to any 2020 Series Bonds that such firm sells.
Wells Fargo Securities is the trade name for certain securities -related capital markets and
investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo
Bank, National Association, which conducts its municipal securities sales, trading and underwriting
operations through the Wells Fargo Bank, NA Municipal Finance Group, a separately identifiable
depaitinent of Wells Fargo Bank, National Association, registered with the Securities and Exchange
Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of
1934.
Wells Fargo Bank, National Association, acting through its Municipal Finance Group
("WFBNA"), one of the underwriters of the 2020 Series Bonds, has entered into an agreement (the "WFA
99223117.7
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Distribution Agreement") with its affiliate, Wells Fargo Clearing Services, LLC (which uses the trade
name "Wells Fargo Advisors") ("WFA"), for the distribution of certain municipal securities offerings,
including the 2020 Series Bonds. Pursuant to the WFA Distribution Agreement, WFBNA will share a
portion of its underwriting or remarketing agent compensation, as applicable, with respect to the 2020
Series Bonds with WFA. WFBNA has also entered into an agreement (the "WFSLLC Distribution
Agreement") with its affiliate Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal
securities offerings, including the 2020 Series Bonds. Pursuant to the WFSLLC Distribution Agreement,
WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA,
WFSLLC, and WFA are each wholly -owned subsidiaries of Wells Fargo & Company.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include sales and trading, commercial and investment banking, advisory,
investment management, investment research, principal investment, hedging, market making, brokerage
and other financial and non -financial activities and services. Certain of the Underwriters and their
respective affiliates have provided, and may in the future provide, a variety of these services to the
Commission and to persons and entities with relationships with the Commission, for which they received
or will receive customary fees and expenses.
In the ordinary course of their various business activities, the Underwriters and their respective
affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and
actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other
financial instruments for their own account and for the accounts of their customers, and such investment
and trading activities may involve or relate to assets, securities and/or instruments of the Commission
(directly, as collateral securing other obligations or otherwise) and/or persons and entities with
relationships with the Commission. The Underwriters and their respective affiliates may also
communicate independent investment recommendations, market color or trading ideas and/or publish or
express independent research views in respect of such assets, securities or instruments and may at any
time hold, or recommend to clients that they should acquire, long and/or short positions in such assets,
securities and instruments.
OTHER MATTERS
The financial data and other information contained herein have been obtained from the
Commission's records, financial statements, and other sources that are believed to be reliable. There is no
guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries
do not purport to be complete statements of such provisions and reference is made to such documents for
further information. Reference is made to original documents in all respects. Copies may be obtained
from the Commission.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
99223117.7
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APPENDIX A
RCTC 91 EXPRESS LANES FUND FINANCIAL STATEMENTS
FOR FISCAL YEAR ENDED JUNE 30, 2019
99223117.7
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APPENDIX B-1
RCTC 91 EXPRESS LANES
INVESTMENT GRADE TRAFFIC AND REVENUE STUDY
INVESTMENT GRADE STUDY REFRESH 2018
99223117.7
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APPENDIX B-2
STANTEC BRINGDOWN LETTER
99223117.7
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APPENDIX C
ENGINEER'S TECHNICAL REPORT
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APPENDIX D
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX E
FORMS OF BOND COUNSEL OPINIONS
April , 2020
Riverside County Transportation Commission
Riverside, California
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) and 2020 Series B
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Riverside County Transportation Commission (the
"Issuer") in connection with issuance of $ aggregate principal amount of
Riverside County Transportation Commission Toll Revenue Senior Lien Refunding Bonds, 2020
Series A (Federally Taxable) (the "2020 Series A Senior Bonds"), $ aggregate
principal amount of Riverside County Transportation Commission Toll Revenue Senior Lien
Refunding Bonds, 2020 Series B (the "2020 Series B Senior Bonds"), and $
aggregate principal amount of Riverside County Transportation Commission Toll Revenue
Second Lien Refunding Bonds, 2020 Series C (the "2020 Series C Second Lien Bonds" and
collectively with the 2020 Series A Senior Bonds and the 2020 Series B Senior Bonds, the
"Bonds"), issued pursuant to a Master Indenture, dated as of June 1, 2013, as supplemented and
amended by a First Supplemental Indenture, dated as of June 1, 2013, as supplemented and
amended by a Second Supplemental Indenture, dated as of June 1, 2013, as supplemented and
amended by a Third Supplemental Indenture, dated as of April 1, 2020, and as supplemented and
amended by a Fourth Supplemental Indenture, dated as of April 1, 2020 (collectively referred to
as the "Indenture"), each between the Issuer and U.S. Bank National Association, as trustee (the
"Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Indenture.
In such connection, we have reviewed the Indenture, the Tax Certificate of the Issuer, dated the
date hereof (the "Tax Certificate"), opinions of counsel to the Issuer and the Trustee, certificates
of the Issuer, the Trustee and others, and such other documents, opinions and matters to the
extent we deemed necessary to render the opinions set forth herein.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and
court decisions and cover certain matters not directly addressed by such authorities. Such
99223117.7
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opinions may be affected by actions taken or omitted or events occurring after original delivery
of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person,
whether any such actions are taken or omitted or events do occur or any other matters come to
our attention after original delivery of the Bonds on the date hereof. Accordingly, this letter
speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in
connection with any such actions, events or matters. Our engagement with respect to the Bonds
has concluded with their issuance, and we disclaim any obligation to update this letter. We have
assumed the genuineness of all documents and signatures presented to us (whether as originals or
as copies) and the due and legal execution and delivery thereof by, and validity against, any
parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of
the factual matters represented, warranted or certified in the documents and of the legal
conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore,
we have assumed compliance with all covenants and agreements contained in the Indenture and
the Tax Certificate, including (without limitation) covenants and agreements compliance with
which is necessary to assure that future actions, omissions or events will not cause interest on the
2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds to be included in gross
income for federal income tax purposes. We call attention to the fact that the rights and
obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may
be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent
conveyance, moratorium and other laws relating to or affecting creditors' rights, to the
application of equitable principles, to the exercise of judicial discretion in appropriate cases and
to the limitations on legal remedies against county transportation commissions in the State of
California. We express no opinion with respect to any indemnification, contribution, liquidated
damages, penalty (including any remedy deemed to constitute or having the effect of a penalty),
right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue,
non -exclusivity of remedies, waiver or severability provisions contained in the foregoing
documents, nor do we express any opinion with respect to the state or quality of title to or
interest in any of the assets described in or as subject to the lien of the Indenture or the accuracy
or sufficiency of the description contained therein of, or the remedies available to enforce liens
on, any such assets. Our services did not include financial or other non -legal advice. Finally, we
undertake no responsibility for the accuracy, completeness or fairness of the Official Statement,
dated March _, 2020 or other offering material relating to the Bonds and express no opinion
with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of
the following opinions:
1. The Bonds constitute the valid and binding limited obligations of the Issuer.
2. The Indenture has been duly executed and delivered by, and constitutes the valid and
binding obligation of, the Issuer.
3. Interest on the 2020 Series B Senior Bonds and the 2020 Series C Second Lien Bonds
(collectively, the "Tax -Exempt Bonds") is excluded from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of 1986. Interest on the Tax -Exempt
Bonds is not a specific preference item for purposes of the federal alternative minimum tax.
Interest on the Bonds is exempt from State of California personal income taxes. We express no
99223117.7
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opinion regarding other tax consequences related to the ownership or disposition of, or the
amount, accrual or receipt of interest on, the Bonds.
Faithfully yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
per
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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
99223117.7
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APPENDIX G
BOOK -ENTRY SYSTEM
The information in this Appendix G concerning The Depository Trust Company, New York, New
York ("DTC"), and DTC's book -entry system has been obtained from DTC and the Commission and the
Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee
cannot and do not give any assurances that DTC, Direct Participants (as defined below) or Indirect
Participants (as defined below) will distribute to the Beneficial Owners (a) payments of interest, principal
or premium, if any, with respect to the 2020 Series Bonds, (b) certificates representing ownership interest
in or other confirmation of ownership interest in the 2020 Series Bonds, or (c) redemption or other notices
sent to DTC or Cede & Co., its nominee, as the registered owner of the 2020 Series Bonds, or that they
will do so on a timely basis, or that DTC, Direct Participants or Indirect Participants will act in the
manner described in this Appendix G. The Commission and the Trustee are not responsible or liable for
the failure of DTC or any DTC Direct or Indirect Participant to make any payment or give any notice to a
Beneficial Owner with respect to the 2020 Series Bonds or an error or delay relating thereto. The current
"Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current
"Procedures" of DTC to be followed in dealing with DTC's Direct and Indirect Participants are on file
with DTC.
DTC will act as securities depository for the 2020 Series Bonds. The 2020 Series Bonds will be
issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. One fully -registered
certificate will be issued for each maturity of the 2020 Series Bonds, in the aggregate principal amount of
such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited -purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money
market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit
with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book -entry transfers and
pledges between Direct Participants" accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC'). DTCC is the holding company
for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has an S&P Global
Ratings rating of AA+. The DTC Rules applicable to Direct and Indirect Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The
information on such website is not incorporated herein by reference.
Purchases of 2020 Series Bonds under the DTC book -entry system must be made by or through
Direct Participants, which will receive a credit for the 2020 Series Bonds on DTC's records. The
ownership interest of each actual purchaser of each 2020 Series Bond ("Beneficial Owner") is in turn to
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be recorded on the Direct and Indirect Participants" records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the 2020 Series Bonds are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the 2020 Series Bonds, except in the
event that use of the book -entry system for the 2020 Series Bonds is discontinued.
To facilitate subsequent transfers, all 2020 Series Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may
be requested by an authorized representative of DTC. The deposit of the 2020 Series Bonds with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2020 Series Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such 2020 Series
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of the 2020 Series Bonds may
wish to take certain steps to augment the transmission to them of notices of significant events with respect
to the 2020 Series Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2020
Series Bond documents. For example, Beneficial Owners of the 2020 Series Bonds may wish to ascertain
that the nominee holding the 2020 Series Bonds for their benefit has agreed to obtain and transmit notices
to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices (if applicable) shall be sent to DTC. If less than all of the 2020 Series Bonds
are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the 2020 Series Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Commission as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the 2020 Series Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the 2020 Series Bonds will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants" accounts upon DTC's receipt of funds and corresponding detail
information from the Commission or the Trustee, on the payable date in accordance with their respective
holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Trustee, or the Commission, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal of, premium, if any, and
interest on the 2020 Series Bonds to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Commission or the Trustee, disbursement of
99223117.7
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such payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the 2020
Series Bonds at any time by giving notice to the Trustee and the Commission. Under certain
circumstances, in the event that a successor depository is not obtained, 2020 Series Bond certificates are
required to be printed and delivered.
The Commission may decide to discontinue use of the system of book -entry transfers for the
2020 Series Bonds through DTC (or a successor securities depository). In that event, 2020 Series Bond
certificates will be printed and delivered as provided in the Indenture. In addition, the following
provisions would apply: the principal or redemption price of the 2020 Series Bonds will be payable upon
presentation thereof, at the principal corporate trust office of the Trustee, in San Francisco, California;
interest on the 2020 Series Bonds will be payable by check mailed on each interest payment date to the
registered owners thereof as shown on the registration books of the Trustee as of the close of business on
the 15t'' day of the calendar month immediately preceding the applicable interest payment date (the
"record date"), except that in the case of an owner of $1,000,000 or more in aggregate principal amount
of 2020 Series Bonds, upon written request of such owner to the Trustee received at least 10 days prior to
the record date for the payment of interest, specifying the account or accounts to which such payment
shall be made (which request shall remain in effect until revoked by such owner in a subsequent writing
delivered to the Trustee), such interest shall be paid in immediately available funds by wire transfer to
such account or accounts on the following interest payment date; and the 2020 Series Bonds will be
transferable and exchangeable on the terms and conditions provided in the Indenture.
The information in this Appendix G concerning DTC and DTC's book -entry system has been
obtained from sources the Commission believes to be reliable, but the Commission takes no responsibility
for the accuracy thereof.
99223117.7
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ATTACHMENT 4
DRAFT OF
03/02/20
CONTINUING DISCLOSURE AGREEMENT
by and between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
Dated as of April 1, 2020
Relating to
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable)
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Senior Lien Refunding Bonds,
2020 Series B
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
99429405.4 1001082458
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"),
dated as of April 1, 2020, is by and between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly established and existing under the laws of the State of
California (the "Commission"), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as
Dissemination Agent (the "Dissemination Agent").
WITNESSETH:
WHEREAS, the Commission has issued $ in aggregate principal amount of
Riverside County Transportation Commission Toll Revenue Senior Lien Refunding Bonds, 2020
Series A (Federally Taxable) (the "2020 Series A Senior Bonds"), $ in aggregate initial
principal amount of Riverside County Transportation Commission Toll Revenue Senior Lien
Refunding Bonds, 2020 Series B (the "2020 Series B Senior Bonds") and $ in
aggregate principal amount of Riverside County Transportation Commission Toll Revenue
Second Lien Refunding Bonds, 2020 Series C (the "2020 Series C Second Lien Bonds," and
together with the 2020 Series A Senior Bonds and the 2020 Series B Senior Bonds, the "2020
Series Bonds") pursuant to a Master Indenture, dated as of June 1, 2013, between the
Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by
a First Supplemental Indenture, dated as of June 1, 2013, a Second Supplemental Indenture,
dated as of June 1, 2013, a Third Supplemental Indenture, dated as of April 1, 2020, and a Fourth
Supplemental Indenture, dated as of April 1, 2020, each between the Commission and the
Trustee (collectively, the "Indenture"); and
WHEREAS, this Disclosure Agreement is being executed and delivered by the
Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of
the 2020 Series Bonds and in order to assist the underwriters of the 2020 Series Bonds in
complying with the Rule (as defined herein);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Commission and the Dissemination Agent for the benefit of
the Holders and Beneficial Owners of the 2020 Series Bonds and in order to assist the
Participating Underwriters in complying with SEC Rule 15c2-12.
Section 2. Definitions. Capitalized undefined terms used herein shall have the
meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall
have the following meanings:
"Annual Operating Budget" means any annual operating budget provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Annual Report" means any annual report provided by the Commission pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
99429405.4 1
"Annual Toll Road Report" means any annual toll road report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Disclosure Representative" means the Chief Financial Officer of the Commission, or
such other officer or employee of the Commission as the Executive Director of the Commission
or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination
Agent and the Trustee from time to time.
"Dissemination Agent" means an entity selected and retained by the Commission, or
any successor thereto selected by the Commission. The initial Dissemination Agent shall be
Digital Assurance Certification, L.L.C.
"Effective Date" means April_, 2020.
"EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic
Municipal Market Access System for Municipal Securities disclosures, maintained on the
internet at http://emma.msrb.org.
"Financial Obligation" shall mean, for purposes of the Listed Events set out in Section
5(a)(10) and Section 5(b)(8), a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planed debt
obligation; or (iii) guarantee of (i) or (ii). The term "Financial Obligation" shall not include
municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which
a final official statement (as defined in the Rule) has been provided to the MSRB consistent with
the Rule.
"Fiscal Year" shall mean the period beginning on July 1 of each year and ending on the
next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the
Commission, with notice of such selection or change in fiscal year to be provided as set forth
herein.
"Listed Events" means any of the events listed in Section 5 hereof
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or
authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the
MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the
MSRB, currently located at http://emma.msrb.org.
"Official Statement" means the Official Statement, dated , 2020, relating to the
2020 Series Bonds.
"Participating Underwriters" means the underwriters of the 2020 Series Bonds
required to comply with the Rule in connection with the offering of the 2020 Series Bonds.
"Reports" means, collectively, the Annual Report, the Annual Toll Road Report, the
Annual Operating Budget, the Traffic and Operating Report and the Traffic and Revenue Report.
"Repository" means, until otherwise designated by the SEC, EMMA.
99429405.4 2
"Rule" means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of
1934, as the same may be amended from time to time.
"SEC" means the Securities and Exchange Commission.
"Toll Road" means the tolled lanes and facilities (including structures, on -ramps,
connector roads, bridges, and roadways that are on, necessary for, or related to operation of the
Toll Road) on that portion of SR-91 between the Orange County/Riverside County line and
Interstate 15 that constitute the RCTC 91 Express Lanes, as described in the Official Statement.
"Traffic and Operating Report" means any traffic and operating report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Traffic and Revenue Report" means any traffic and revenue report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
Section 3. Provision of Reports. So long as any 2020 Series Bonds remain
outstanding pursuant to the Indenture, the Commission shall provide, or shall cause the
Dissemination Agent to provide, to the MSRB, through EMMA:
(a) not later than 210 days after the end of each Fiscal Year, commencing
with the report for the 2019-20 Fiscal Year, an Annual Report that is consistent with the
requirements of Section 4 of this Disclosure Agreement. If the Fiscal Year changes for
the Commission, the Commission shall give notice of such change in the manner
provided under Section 5(e) hereof;
(b) not later than 180 days after the end of each Fiscal Year, commencing
with the report for the 2019-20 Fiscal Year, an Annual Toll Road Report that is consistent
with the requirements of Section 4 of this Disclosure Agreement;
(c) (A) no later than 30 days prior to the commencement of each Fiscal
Year, an operating plan and a preliminary budget and (B) not later than the first day of
each Fiscal Year, a final budget (collectively, an "Annual Operating Budget"), in each
case commencing with the operating plan, preliminary budget and final budget for the
2019-20 Fiscal Year, that is consistent with the requirements of Section 4 of this
Disclosure Agreement;
(d) Not later than ninety (90) days after the end of each fiscal quarter,
commencing with the report for the quarter ending June 30, 2020, a Traffic and Operating
Report that is consistent with the requirements of Section 4 of this Disclosure Agreement;
(e) Not later than sixty (60) days after the end of each fiscal quarter,
commencing with the report for the quarter ending June 30, 2020, a Traffic and Revenue
Report that is consistent with the requirements of Section 4 of this Disclosure Agreement;
(f) The Reports must be submitted in electronic format, accompanied by
such identifying information as provided by the MSRB. Any or all of the Reports may be
submitted as a single document or as separate documents comprising a package, and may
99429405.4 3
include by reference other information as provided in Section 4 of this Disclosure
Agreement; provided, that audited financial statements may be submitted separately from
the balance of the Annual Report and later than the date required above for the filing of
the Annual Report if they are not available by that date.
(g) Not later than two (2) Business Days prior to the dates specified in
subsections (a) through (f) above for providing Reports to each Repository, the
Commission shall provide such Report to the Dissemination Agent. If by any such date,
the Dissemination Agent has not received a copy of the related Report from the
Commission, the Dissemination Agent shall contact the Commission to determine if the
Commission is in compliance with this Section 3.
(h) If the Dissemination Agent is unable to verify that an Annual Report,
an Annual Toll Road Report, an Annual Operating Budget, a Traffic and Operating
Report or a Traffic and Revenue Report of the Commission has been provided to each
Repository by the applicable date required in subsections (a) through (f) above, the
Dissemination Agent shall send a notice to each Repository in substantially the form
attached hereto as Exhibit A; and
(i)
The Dissemination Agent shall:
(1) determine the electronic filing address of, and then -current
procedures for submitting Reports to the MSRB each year prior to
the date for providing any such Report; and
(2) to the extent known to the Dissemination Agent file a report with
the Commission and (if the Dissemination Agent is not the
Trustee) the Trustee certifying that each Report has been provided
pursuant to this Disclosure Agreement, and stating the date such
Report was provided.
Section 4. Content of Reports.
(a) The Commission's Annual Report shall contain or include by reference
the following the debt service schedule for the 2020 Series Bonds, if there have been any
unscheduled redemptions, retirements or defeasances, and the debt service on any
additional parity bonds issued, in each case during the prior Fiscal Year.
(b) The Commission's Annual Toll Road Report shall contain or include
by reference the audited financial statements of the Commission's 91 Express Lanes
Fund for the prior Fiscal Year, prepared in accordance with generally accepted
accounting principles as promulgated to apply to governmental entities from time to time
by the Governmental Accounting Standards Board. If the Commission's audited financial
statements for the 91 Express Lanes Fund are not available by the time the Annual Toll
Road Report is required to be filed pursuant to Section 3(b), the Annual Toll Road Report
shall contain unaudited financial statements, and the audited financial statements shall be
filed in the same manner as the Annual Toll Road Report when they become available.
99429405.4 4
(c) The Commission's Annual Operating Budget shall consist of an
operating plan and preliminary budget and a final operating budget, in each case, on a
cash flow basis, of projected Revenues, Operating and Maintenance Expenses, Repair
and Rehabilitation Fund Permitted Expenditures, interest, and other costs for the next
Fiscal Year.
(d) The Commission's Traffic and Operating Report shall include: (A) the
operating data for the Commission's 91 Express Lanes for the previous financial quarter,
including total Revenue received and total Operating and Maintenance Expenses and
Capital Expenditures Fund Permitted Expenditures incurred, (B) the variances for such
period between the Revenue actually received and the budgeted Revenue as shown in the
Annual Operating Budget, together with a brief narrative explanation of the reasons for
any such variance of 20% or more, and (C) the variances for such period between the
actual Operating and Maintenance Expenses incurred and the budgeted Operating and
Maintenance Expenses as shown in the Annual Operating Budget, together with a brief
narrative explanation of the reasons for any such variance of 20% or more.
(e) The Commission's Traffic and Revenue Report shall include: (A)
quarterly traffic and revenue statistics on an actual and projected basis with a comparison
to the prior year's quarter, including number of trips, revenue and average revenue per
trip for full toll lanes, 3+ lanes and gross totals and averages, and (B) fiscal year-to-date
traffic and revenue statistics on an actual and projected basis with a comparison to the
prior fiscal year, including number of trips, revenue and average revenue per trip for full
toll lanes, 3+ lanes and gross totals and averages.
(0 Any or all of the items listed above may be included by specific
reference to other documents, including official statements of debt issues of the
Commission or public entities related thereto, which have been submitted to each
Repository or the SEC. If the document included by reference is a final official statement,
it must be available from the MSRB. The Commission shall clearly identify each such
other document so included by reference.
(g) The contents, presentation and format of the Reports may be modified
from time to time as determined in the judgment of the Commission to conform to
changes in accounting or disclosure principles or practices and legal requirements
followed by or applicable to the Commission or to reflect changes in the business,
structure, operations, legal form of the Commission or any mergers, consolidations,
acquisitions or dispositions made by or affecting the Commission; provided that any such
modifications shall comply with the requirements of the Rule.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Commission shall give,
or cause to be given, notice of the occurrence of any of the following events with respect
to the 2020 Series Bonds (excluding, with respect to item (5) below, the 2020 Series A
Bonds) and, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
99429405.4 5
(2) defeasances;
(3) tender offers;
(4) rating changes;
(5) adverse tax opinions or the issuance by the Internal Revenue
Service of proposed or final determinations of taxability or Notices
of Proposed Issue (IRS Form 5701-TEB);
(6) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(7) unscheduled draws on credit enhancements reflecting financial
difficulties;
(8) substitution of credit or liquidity providers or their failure to
perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings.
(10) default, event of acceleration, termination event, modification of
terms, or other similar event under the terms of a Financial
Obligation of the Commission, any of which reflect financial
difffculties.
For these purposes, any event described in the immediately preceding paragraph (9) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Commission in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Commission, or if
such jurisdiction has been assumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Commission.
(b) Pursuant to provisions of this Section 5, the Commission shall give, or
cause to be given, notice of the occurrence of any of the following events with respect to
the 2020 Series Bonds, if material, in a timely manner not later than ten (10) Business
Days after the occurrence of the event:
(1) unless described in Section 5(a)(5), other material notices or
determinations by the Internal Revenue Service with respect to the
tax status of the 2020 Series Bonds or other material events
affecting the tax status of the 2020 Series Bonds (excluding, in
each case, the 2020 Series A Senior Bonds);
(2) modifications to the rights of Holders;
99429405.4 6
(3) optional, unscheduled or contingent Bond calls;
(4) release, substitution or sale of property securing repayment of the
Bonds;
(5) non-payment related defaults;
(6) consummation of a merger, consolidation or acquisition involving
the Commission or the sale of all or substantially all of the assets
of the obligated persons, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms; or
(7)
(8)
appointment of a successor or additional trustee or the change of
the name of a trustee; or
incurrence of a Financial Obligation of the Commission, or
agreement to covenants, events of default, remedies, priority rights,
or other similar terms of a Financial Obligation of the
Commission, any of which affect security holders.
(c) Upon the occurrence of a Listed Event described in Section 5(a), or
upon the occurrence of a Listed Event described in Section 5(b) which the Commission
determines would be material under applicable federal securities laws, the Commission
shall within ten business days of occurrence file a notice of such occurrence with the
MSRB. Notwithstanding the foregoing, notice of the Listed Event described in Section
5(b)(3) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to Holders of affected Bonds pursuant to the Indenture. If the
Commission determines that knowledge of the occurrence of a Listed Event described in
subsection (b) of this Section 5 would be material under applicable federal securities law,
the Commission shall promptly notify the Dissemination Agent in writing and instruct the
Dissemination Agent to report the occurrence to the MSRB in a timely manner not more
than ten (10) Business Days after the event.
(d) The Commission intends to comply with the Listed Events described in
Section 5(a)(10) and Section 5(b)(8), and the definition of "Financial Obligation" in
Section 1, with reference to the Rule, any other applicable federal securities laws and the
guidance provided by the SEC in Release No. 34-83885 dated August 20, 2018 (the
"2018 Release"), and any further amendments or written guidance provided by the SEC
or its staff with respect to the amendments to the Rule effected by the 2018 Release.
(e) If the Dissemination Agent has been instructed by the Commission to
report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of
such occurrence with the MSRB.
Section 6. Filings with the MSRB. All information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this
99429405.4 7
Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and
shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The Commission's obligations
under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of
all of the 2020 Series Bonds. If such termination occurs prior to the final maturity of the 2020
Series Bonds, the Commission shall give notice of such termination in the same manner as for a
Listed Event under Section 5.
Section 8. Dissemination Agent. The Commission may, from time to time, appoint
or engage another Dissemination Agent to assist it in carrying out its obligations under this
Disclosure Agreement, and may discharge any such Dissemination Agent, with or without
appointing a successor Dissemination Agent. If at any time there is not any other designated
Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive
written notice of such designation at the time of such designation.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no
amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be
made without the consent of such party, and any provision of this Disclosure Agreement may be
waived if such amendment or waiver is supported by an opinion of counsel expert in federal
securities laws acceptable to the Commission to the effect that such amendment or waiver would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule.
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Commission from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Agreement.
Section 11. Default. In the event of a failure of the Commission or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the
written request of any Participating Underwriter or of the holders of at least twenty-five percent
(25%) of the aggregate Bond Obligation of the 2020 Series Bonds then Outstanding (but only to
the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been
otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges
and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses
of its attorneys), or any Holder or beneficial owner of the 2020 Series Bonds may, take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the Commission or the Dissemination Agent, as the case may be, to
comply with its obligations under this Disclosure Agreement. A default under this Disclosure
Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy
under this Disclosure Agreement in the event of any failure of the Commission or the
Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel
performance.
99429405.4 8
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be responsible for the form or content of any Report as provided
in Section 4 above, or any notice of Listed Event. The Dissemination Agent shall receive
reasonable compensation for its services provided under this Disclosure Agreement. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its
officers, directors, employees and agents, harmless against any loss, expense and liabilities
which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the Commission under this Section shall survive resignation or
removal of the Dissemination Agent and payment of the 2020 Series Bonds.
Section 13. Notices. Any notices or communications to or among any of the parties to
the Disclosure Agreement or the Trustee may be given as follows:
To the Commission:
To the Dissemination Agent:
Riverside County Transportation Mail:
Commission
4080 Lemon Street, 3rd Floor P.O. Box 12008
Riverside, California 92501 Riverside, California 92502
Tel: (951) 787-7926
Fax: (951) 787-7920
Digital Assurance Certification, L.L.C.
390 North Orange Avenue, Suite 1750
Orlando, Florida 32801
Tel: (407) 515-1100
Fax: (407) 515-6513
To the Trustee: U.S. Bank National Association
633 West 5th Street, 24th Floor
Los Angeles, California 90071
Tel: (213) 615-6023
Fax: (213) 615-6197
Any person may, by written notice to the other persons listed above, designate a different
address or telephone number(s) to which subsequent notices or communications should be sent.
Any notice or communication may also be sent by electronic mail, receipt of which shall be
confirmed.
Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Commission, the Dissemination Agent, the Participating Underwriters and holders and
beneficial owners from time to time of the 2020 Series Bonds, and shall create no rights in any
other person or entity.
Section 15. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
99429405.4 9
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Theresia Trevino
Chief Financial Officer
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
By:
Authorized Representative
99429405.4
10
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Riverside County Transportation Commission (the "Commission")
Name of Issue: $ Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable);
$ Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds, 2020 Series B; and
$ Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds, 2020 Series C
(collectively, the "2020 Series Bonds")
Date of Issuance: April _, 2020
NOTICE IS HEREBY GIVEN that the Commission has not provided [an/a] [Annual
Report] [Annual Toll Road Report] [Annual Operating Budget] [Traffic and Operating Report]
[Traffic and Revenue Report] with respect to the above -named 2020 Series Bonds as required by
this Continuing Disclosure Agreement, dated as of April 1, 2020, between the Commission and
the Dissemination Agent. The Commission anticipates that the Annual Report will be filed by
Dated:
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent, on behalf of the Commission
cc: Riverside County Transportation Commission
99429405.4
A-1
ATTACHMENT 5
OH&S Draft
03/01/20
THIRD SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of April 1, 2020
Relating to the
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) and 2020 Series B
(Supplementing the Master Indenture
Dated as of June 1, 2013)
4156-9429-0465.9
ARTICLE XXIV
DEFINITIONS
Section 24.01 Definitions 2
Section 24.02 Rules of Construction 4
ARTICLE XXV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Findings and Determinations 4
Recital in Bonds 4
Section 25.01
Section 25.02
Section 25.03
Section 26.01
Section 26.02
Section 26.03
Section 26.04
Section 26.05
Section 26.06
Section 27.01
Section 27.02
Section 27.03
Section 27.04
Section 27.05
Section 27.06
Section 27.07
ESTABLI
Section 28.01
Section 28.02
Section 28.03
4156-9429-0465.9
Effect of Findings and Recital 5
ARTICLE XXVI
AUTHORIZATION OF 2020 SENIOR BONDS
Principal Amount, Designation and Series 5
Purpose 5
Form, Denomination, Numbers and Letters 5
Date, Maturities and Interest Rates 6
Conditions to Delivery of 2020 Senior Bonds 7
Disposition of Proceeds of 2020 Senior Bonds 7
ARTICLE XXVII
REDEMPTION OF 2020 SENIOR BONDS
Optional Redemption of 2020 Series A Senior Bonds 8
Optional Redemption of 2020 Series B Senior Bonds 8
Mandatory Redemption of 2020 Series A Senior Bonds From Sinking
Fund Installments 9
Mandatory Redemption of 2020 Series B Senior Bonds From Sinking
Fund Installments 9
Selection of 2020 Series A Senior Bonds for Redemption 10
Selection of 2020 Series B Senior Bonds for Redemption 10
Purchase in Lieu of Redemption 11
ARTICLE XXVIII
SHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Funds and Accounts 11
2020 Senior Bonds Costs of Issuance Account 11
Designation of 2020 Series A Senior Bonds as 2013 Bonds Reserve
Account Obligations; 2013 Bonds Reserve Requirement 12
-i-
Section 28.04 2020 Series B Senior Bonds Reserve Account 12
Section 28.05 2020 Series A Senior Bonds Capitalized Interest Account 12
Section 28.06 12
ARTICLE XXIX
MISCELLANEOUS
Section 29.01 Severability 13
Section 29.02 Parties Interested Herein 13
Section 29.03 Headings Not Binding 13
Section 29.04 Notice Addresses 13
Section 29.05 Notices to Rating Agencies 13
Section 29.06 Indenture to Remain in Effect 13
Section 29.07 Effective Date of Third Supplemental Indenture 13
Section 29.08 Execution in Counterparts 14
ARTICLE XXX
AMENDMENTS TO INDENTURE
Section 30.01 Amendments to Indenture 14
EXHIBIT A FORM OF 2020 SERIES A BOND A-1
EXHIBIT B NOTICE ADDRESSES B-1
SCHEDULE I — 2013A REFUNDED BONDS & 2013-1 TIFIA SERIES REFUNDED
BONDS I-1
4156-9429-0465.9
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 1, 2020 (this
"Third Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly existing under the laws of the State of California (the
"Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America, as successor trustee
(together with any successor thereto, the "Trustee").
WITNESSETH:
WHEREAS, this Third Supplemental Indenture is supplemental to the Master
Indenture, dated as of June 1, 2013 (as supplemented and amended from time to time pursuant to
its terms, the "Indenture"), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Senior Lien
Bonds from time to time as authorized by a Supplemental Indenture, which Senior Lien Bonds
are to be secured by the Trust Estate in accordance with the Indenture;
WHEREAS, the Commission desires to provide at this time for the issuance of
Senior Lien Bonds secured by the Trust Estate, such Bonds to be designated "Riverside County
Transportation Commission Toll Revenue Senior Lien Refunding Bonds, 2020 Series A
(Federally Taxable)" (the "2020 Series A Senior Bonds") and "Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2020 Series B" (the "2020 Series B
Senior Bonds" and, together with the 2020 Series A Senior Bonds, the "2020 Senior Bonds"),"
for the purposes of (i) refunding all of the Commission's outstanding Toll Revenue Senior Lien
Bonds, 2013 Series A (the "2013A Refunded Bonds"), (ii) refunding a portion of the
Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series (the "2013-1
TIFIA Series Refunded Bonds") by prepaying the 2013 TIFIA Loan Agreement in part (which,
together with the proceeds of the 2020 Series C Second Lien Bonds, will prepay the 2013 TIFIA
Loan Agreement in full), (iii) funding the required cash deposits to the 2013 Bonds Reserve
Account and the 2020 Series B Senior Bonds Reserve Account, (iv) funding capitalized interest
on the 2020 Series A Senior Bonds, and (v) paying the costs of issuance incurred in connection
with the 2020 Senior Bonds, all as provided in this Third Supplemental Indenture;
WHEREAS, the Commission desires to issue the 2020 Series A Senior Bonds as
Bonds the interest on which is included in gross income for federal tax purposes; and
WHEREAS, by their purchase of the 2020 Series Bonds, Holders of the 2020
Series Bonds have consented to the amendments contained in this Third Supplemental Indenture
as described in the official statement for the 2020 Series Bonds, and the Commission has
prepared and filed a Certificate of the Commission (as defined in the Indenture), stating that
Holders of a majority in aggregate Bond obligation of the Obligations Outstanding as of the
issuance of the 2020 Series Bonds have consented to such amendments;
NOW, THEREFORE, the parties hereto hereby agree as follows:
4156-9429-0465.9
ARTICLE XXIV
DEFINITIONS
Section 24.01 Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise
provided in subsection (b) of this Section, all terms defined in the Indenture shall have the same
meanings, respectively, in this Third Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this Third Supplemental Indenture, have the following
meanings:
"Authorized Denominations" means, with respect to the 2020 Series A Senior
Bonds, $1,000 principal amount and any integral multiple thereof, and with respect to the 2020
Series B Senior Bonds, $5,000 principal amount and any integral multiple thereof.
"Fourth Supplemental Indenture" means that certain Fourth Supplemental
Indenture, dated of even date herewith, by and between the Commission and the Trustee.
"Interest Payment Date" means, with respect to the 2020 Senior Bonds, June 1
and December 1 of each year until the redemption or maturity of such 2020 Senior Bonds,
commencing with December 1, 2020.
"Issue Date" means, with respect to the 2020 Senior Bonds, the date on which the
2020 Senior Bonds are first delivered to the purchasers thereof.
"Record Date" means, with respect to the 2020 Senior Bonds, the fifteenth (15th)
day (whether or not a Business Day) of the month preceding the month in which such Interest
Payment Date occurs.
"Refunding Bond Law" means Article 10 and Article 11 of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.).
"Third Supplemental Indenture" means this Third Supplemental Indenture,
dated as of April 1, 2020.
"2013A Refunded Bonds" means all of the outstanding Riverside County
Transportation Commission Toll Revenue Senior Lien Bonds, 2013 Series A identified on
Schedule I hereto.
"2013-1 TIFIA Series Refunded Bonds" means a portion of the outstanding
Riverside County Transportation Commission Toll Revenue Subordinate Bonds, 2013 TIFIA
Series identified on Schedule I hereto.
"2013A Refunded Bonds Escrow Agent" means U.S. Bank National
Association, a national banking association duly organized and existing under the laws of the
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United States of America, as trustee and as escrow agent, and its successors and assigns pursuant
to the terms of the 2013A Refunded Bonds Escrow Agreement.
"2013A Refunded Bonds Escrow Agreement" means the 2013A Refunded
Bonds Escrow Agreement, dated as of April 1, 2020, between the Commission and the 2013A
Refunded Bonds Escrow Agent, relating to the 2013A Refunded Bonds.
"2013A Refunded Bonds Escrow Fund" means the 2013A Refunded Bonds
Escrow Fund, which shall be an irrevocable fund, established under the 2013A Refunded Bonds
Escrow Agreement.
"2020 Senior Bonds" means, collectively, the 2020 Series A Senior Bonds and
the 2020 Series B Senior Bonds.
"2020 Senior Bonds Costs of Issuance Account" means the 2020 Senior Bonds
Costs of Issuance Account established within the Senior Lien Obligations Account within the
Project Fund pursuant to Section 28.01.
"2020 Series Bonds" means, collectively, the 2020 Senior Bonds and the 2020
Series C Second Lien Bonds.
"2020 Series Bonds Continuing Disclosure Agreement" means the Continuing
Disclosure Agreement, dated as of April 1, 2020, by and between the Commission and Digital
Assurance Certification, L.L.C., as dissemination agent, relating to the 2020 Series Bonds.
"2020 Series A Senior Bonds" means the Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable),
authorized by Article XXVI of this Indenture.
"2020 Series A Senior Bonds Capitalized Interest Account" means the 2020
Series A Senior Bonds Capitalized Interest Account established within the Senior Lien
Obligations Interest Account within the Senior Lien Obligations Fund pursuant to Section 28.01.
"2020 Series B Senior Bonds" means the Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2020 Series B, authorized by
Article XXVI of this Indenture.
"2020 Series B Senior Bonds Reserve Account" means the 2020 Series B Senior
Bonds Reserve Account established within the Senior Lien Obligations Reserve Fund pursuant to
Section 28.01.
"2020 Series B Senior Bonds Reserve Account Obligations" means the 2020
Series B Senior Bonds and any Senior Lien Obligations that are in the future designated as 2020
Series B Senior Bonds Reserve Account Obligations in the Supplemental Indenture providing for
their issuance.
"2020 Series B Senior Bonds Reserve Requirement" means, with respect to the
2020 Series B Senior Bonds Reserve Account Obligations, an amount, calculated as of the most
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recent Issue Date of 2020 Series B Senior Bonds Reserve Account Obligations, equal to the least
of (i) Maximum Annual Debt Service on the Outstanding 2020 Series B Senior Bonds Reserve
Account Obligations, (ii) one hundred twenty-five percent (125%) of average Annual Debt
Service on the 2020 Series B Senior Bonds Reserve Account Obligations, or (iii) ten percent
(10%) of the original principal amount of the 2020 Series B Senior Bonds Reserve Account
Obligations.
"2020 Series B Senior Bonds Tax Certificate" shall mean that certain Tax
Certificate executed on behalf of the Commission in connection with the issuance of the 2020
Series B Senior Bonds and relating to the requirements of the Code.
"2020 Series C Second Lien Bonds" means the Riverside County Transportation
Commission Toll Revenue Second Lien Refunding Bonds, 2020 Series C, authorized by
Article XXXIII of this Indenture as set forth in the Fourth Supplemental Indenture.
Section 24.02 Rules of Construction. Words of the masculine gender shall
be deemed and construed to include correlative words of the feminine and neuter genders.
Unless the context shall otherwise indicate, words importing the singular number shall include
the plural number and vice versa, and words importing persons shall include corporations and
associations, including public bodies, as well as natural persons. Defined terms shall include any
variant of the terms set forth in this Article XXIV.
The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar
terms, as used in this Third Supplemental Indenture, refer to the Indenture.
ARTICLE XXV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 25.01 Findings and Determinations. The Commission hereby finds
and determines that the 2020 Senior Bonds shall be issued pursuant to Article XXVI hereof and
upon the issuance of the 2020 Senior Bonds, any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will
have happened and will have been performed, in due time, form and manner, as required by the
Constitution and statutes of the State.
Section 25.02 Recital in Bonds. There shall be included in each of the
definitive 2020 Senior Bonds, and also in each of the temporary 2020 Senior Bonds, if any are
issued, a certification and recital that any and all acts, conditions and things required to exist, to
happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by
that 2020 Senior Bond, and in the issuing of that 2020 Senior Bond, exist, have happened and
have been performed in due time, form and manner, as required by the Constitution and statutes
of the State, the Act and the Refunding Bond Law, and that said 2020 Senior Bond, together with
all other indebtedness of the Commission secured by the Trust Estate, is within every debt and
other limit prescribed by the Constitution and statutes of the State, the Act and the Refunding
Bond Law, and that such certification and recital shall be in such form as is set forth in the forms
of the 2020 Senior Bonds attached hereto as Exhibit A.
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Section 25.03 Effect of Findings and Recital. From and after the issuance of
the 2020 Senior Bonds, the findings and determinations herein shall be conclusive evidence of
the existence of the facts so found and determined in any action or proceeding in any court in
which the validity of the 2020 Senior Bonds is at issue, and no bona fide purchaser of any such
2020 Senior Bond containing the certification and recital shall be required to see to the existence
of any fact, or to the performance of any condition, or to the taking of any proceeding, required
prior to such issuance, or to the application of the purchase price for such 2020 Senior Bonds.
ARTICLE XXVI
AUTHORIZATION OF 2020 SENIOR BONDS
Section 26.01 Principal Amount, Designation and Series. Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Senior Lien Bonds
entitled to the benefit, protection and security of such provisions, including without limitation the
grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate initial principal
amount of $ ]. Such Senior Lien Bonds shall be issued as fixed rate Current
Interest Obligations and shall be designated as, and shall be distinguished from the Senior Lien
Bonds of all other Series by the title, "Riverside County Transportation Commission Toll
Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable)." Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Senior Lien Bonds
entitled to the benefit, protection and security of such provisions, including without limitation the
grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate principal amount
of $[ ]. Such Senior Lien Bonds shall be issued as fixed rate Current Interest
Obligations and shall be designated as, and shall be distinguished from the Senior Lien Bonds of
all other Series by the title, "Riverside County Transportation Commission Toll Revenue Senior
Lien Refunding Bonds, 2020 Series B."
Section 26.02 Purpose. The 2020 Senior Bonds are issued for the purposes
of (i) refunding the 2013A Refunded Bonds, (ii) refunding the 2013-1 TIFIA Series Refunded
Bonds by prepaying the 2013 TIFIA Loan Agreement in part (which together with the proceeds
of the 2020 Series C Second Lien Bonds will prepay the 2013 TIFIA Loan Agreement in full),
(iii) funding the required cash deposits to the 2013 Bonds Reserve Account and the 2020 Series
B Senior Bonds Reserve Account, (iv) funding capitalized interest on the 2020 Series A Senior
Bonds, and (v) paying the costs of issuance incurred in connection with the 2020 Senior Bonds.
Section 26.03 Form, Denomination, Numbers and Letters. The 2020
Senior Bonds shall be issued as Book -Entry Bonds in fully registered form in Authorized
Denominations and shall be numbered by Series from one upward in consecutive numerical
order preceded by the letter "R" prefixed to the number. The 2020 Series A Senior Bonds and
the certificate of authentication shall be substantially in the form attached hereto as Exhibit A,
which form is hereby approved and adopted as the form of the 2020 Series A Senior Bonds and
as the form of the certificate of authentication. The 2020 Series B Senior Bonds and the
certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which
form is hereby approved and adopted as the form of the 2020 Series B Senior Bonds and as the
form of the certificate of authentication.
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Section 26.04 Date, Maturities and Interest Rates.
(a) The 2020 Series A Senior Bonds shall be issued as fixed rate Current
Interest Obligations in the aggregate principal amount of $ ]. The 2020 Series A
Senior Bonds shall be dated their Issue Date, shall bear interest from that date, payable on
December 1, 2020, and semiannually thereafter on June 1 and December 1 of each year, at the
following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day
months, and shall mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1)
$
*Term Bond Final Maturity
Principal Amount Interest Rate
(b) Interest on the 2020 Series A Senior Bond shall be payable to the Owner
thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to which
interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such
Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the
Interest Payment Date immediately succeeding such date of authentication.
(c) As long as the 2020 Series A Senior Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2020 Series A Senior Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(d) If the 2020 Series A Senior Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2020 Series A Senior Bonds shall be payable when due
upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2020 Series A Senior Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding
interest payment date by wire transfer.
(e) The 2020 Series B Senior Bonds shall be issued as Current Interest
Obligations in the aggregate principal amount of $[ ]. The 2020 Series B Senior
Bonds shall be dated their Issue Date, shall bear interest from that date, payable on December 1,
2020, and semiannually thereafter on June 1 and December 1 of each year, at the following rates
per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and
shall mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1)
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$
Term Bond Final Maturity
(f) Interest on the 2020 Series B Senior Bond shall be payable to the Owner
thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to which
interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such
Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the
Interest Payment Date immediately succeeding such date of authentication.
(g) As long as the 2020 Series B Senior Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2020 Series B Senior Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(h) If the 2020 Series B Senior Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2020 Series B Senior Bonds shall be payable when due
upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2020 Series B Senior Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding
interest payment date by wire transfer.
Section 26.05 Conditions to Delivery of 2020 Senior Bonds. Each of the
2020 Senior Bonds shall be executed and delivered as authorized by this Third Supplemental
Indenture and the Indenture, including Article II thereof, upon the receipt of payment therefor
from the purchaser thereof.
Section 26.06 Disposition of Proceeds of 2020 Senior Bonds. The net
proceeds from the sale of the 2020 Senior Bonds in the amount of $[ ] shall be received by
the Trustee and deposited by the Trustee as follows:
(a) $[ ] into the 2020 Senior Bonds Costs of Issuance Account;
(b) $L ] into the 2020 Series A Senior Bonds Capitalized Interest
Account;
(c) $[_ ] into the 2013 Bonds Reserve Account, being the additional
amount needed to satisfy the 2013 Bonds Reserve Requirement at the time of issuance of the
2020 Series A Senior Bonds, which are designed as 2013 Bonds Reserve Account Obligations as
set forth in Section 28.03;
(d) $[ ] into the 2020 Series B Senior Bonds Reserve Account,
representing the 2020 Series B Senior Bonds Reserve Requirement at the time of issuance of the
2020 Series B Senior Bonds;
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(e) the amount of $[ ] shall be immediately transferred to the 2013A
Refunded Bonds Escrow Agent for deposit into the 2013A Refunded Bonds Escrow Fund
pursuant to the 2013A Refunded Bonds Escrow Agreement; and
(f) the remaining amount of $[ ] shall be immediately transferred to
the TIFIA Lender for prepayment of the 2013 TIFIA Loan Agreement in part. Such amount,
together with a portion of the proceeds from the 2020 Series C Second Lien Bonds and certain
funds on deposit in the Subordinate Obligations Reserve Account (2013 TIFIA Loan), as set
forth in Section 33.06(c) and Section 33.07 of the Fourth Supplemental Indenture, will be
applied to optionally prepay the 2013 TIFIA Loan Agreement in full.
ARTICLE XXVII
REDEMPTION OF 2020 SENIOR BONDS
Section 27.01 Optional Redemption of 2020 Series A Senior Bonds.
(a) The 2020 Series A Senior Bonds shall be subject to redemption prior to
their respective stated maturities, at the option of the Commission, from any source of available
funds, as a whole or in part, on any date on or after June 1, 20[ ] at the principal amount of
2020 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2020 Series A Senior Bonds to be redeemed pursuant to this subsection (a), designating the
maturity or maturities of the 2020 Series A Senior Bonds to be redeemed, the portions thereof to
be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2020 Series A Senior Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any
reason on the date fixed for redemption moneys are not available in the Redemption Fund or
otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the
principal of, interest, and any premium due on the 2020 Series A Senior Bonds called for
redemption.
Section 27.02 Optional Redemption of 2020 Series B Senior Bonds.
(a) The 2020 Series B Senior Bonds shall be subject to redemption prior to
their respective stated maturities, at the option of the Commission, from any source of available
funds, as a whole or in part, on any date on or after June 1, 20[ ] at the principal amount of
2020 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2020 Series B Senior Bonds to be redeemed pursuant to this subsection (a), designating the
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maturity or maturities of the 2020 Series B Senior Bonds to be redeemed, the portions thereof to
be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2020 Series B Senior Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any
reason on the date fixed for redemption moneys are not available in the Redemption Fund or
otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the
principal of, interest, and any premium due on the 2020 Series B Senior Bonds called for
redemption.
Section 27.03 Mandatory Redemption of 2020 Series A Senior Bonds
From Sinking Fund Installments.
(a) The 2020 Series A Senior Bonds maturing on June 1, 20[_] shall also be
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 27.03(b), in the principal amount equal to the Sinking Fund Installment due on such date
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2020 Series A Term Bond maturing
on June 1, 20[ ] shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
*Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 27.03.
Section 27.04 Mandatory Redemption of 2020 Series B Senior Bonds
From Sinking Fund Installments.
(a) The 2020 Series B Senior Bonds maturing on June 1, 20[_] shall also be
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 27.04(b), in the principal amount equal to the Sinking Fund Installment due on such date
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2020 Series B Term Bond maturing
on June 1, 20[ ] shall be due in the amounts and on the dates as follows:
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Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
*Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 27.04.
Section 27.05 Selection of 2020 Series A Senior Bonds for Redemption.
The Commission shall designate which maturities of 2020 Series A Senior Bonds are to be called
for redemption pursuant to Section 27.01. In the event 2020 Series A Senior Bonds which are
Term Bonds are designated for redemption, the Commission may designate the Sinking Fund
Installments under Section 27.03, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2020 Series A
Senior Bonds so selected for redemption.
If the 2020 Series A Senior Bonds are not registered in book -entry only form, any
redemption of less than all of a maturity of the 2020 Series A Senior Bonds shall be effected by
the Trustee among owners on a pro-rata basis subject to minimum Authorized Denominations.
The particular 2020 Series A Senior Bonds to be redeemed shall be determined by the Trustee,
using such method as it shall deem fair and appropriate.
If the 2020 Series A Senior Bonds are registered in book -entry only form, and so long as
DTC or a successor Securities Depository is the sole registered owner of the 2020 Series A
Senior Bonds, if less than all of the 2020 Series A Senior Bonds of a maturity are called for prior
redemption, the particular 2020 Series A Senior Bonds or portions thereof to be redeemed shall
be selected on a "Pro Rata Pass -Through Distribution of Principal" basis in accordance with
DTC procedures, provided that, so long as the 2020 Series A Senior Bonds are held in book -
entry form, the selection for redemption of such 2020 Series A Senior Bonds shall be made in
accordance with the operational arrangements of DTC then in effect that at issuance provided for
adjustment of the principal by a factor provided pursuant to DTC operational arrangements. If
the Trustee does not provide the necessary information and identify the redemption as on a Pro
Rata Pass -Through Distribution of Principal basis, the 2020 Series A Senior Bonds shall be
selected for redemption by lot in accordance with DTC procedures. Redemption allocations
made by DTC, the DTC Participants or such other intermediaries that may exist between the
Commission and the Beneficial Owners are to be made on a "Pro Rata Pass -Through
Distribution of Principal" basis as described above. If the DTC operational arrangements do not
allow for the redemption of the 2020 Series A Senior Bonds on a "Pro Rata Pass -Through
Distribution of Principal" basis as described above, then the 2020 Series A Senior Bonds shall be
selected for redemption by lot in accordance with DTC procedures.
Section 27.06 Selection of 2020 Series B Senior Bonds for Redemption.
The Commission shall designate which maturities of 2020 Series B Senior Bonds are to be called
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for redemption pursuant to Section 27.02. In the event 2020 Series B Senior Bonds which are
Term Bonds are designated for redemption, the Commission may designate the Sinking Fund
Installments under Section 27.04, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2020 Series B
Senior Bonds so selected for redemption.
If less than all of the 2020 Series B Senior Bonds of a maturity are called for prior
redemption, the Trustee shall select the 2020 Series B Senior Bonds of such maturity to be
redeemed, from the Outstanding 2020 Series B Senior Bonds of such maturity not previously
called for redemption, in minimum denominations of $5,000 (of principal), by lot in any manner
which the Trustee in its sole discretion shall deem appropriate.
Section 27.07 Purchase in Lieu of Redemption. In lieu of mandatory
redemption from Sinking Fund Installments, the Commission may surrender to the Trustee for
cancellation 2020 Senior Bonds that are Term Bonds purchased on the open market and such
2020 Senior Bonds that are Term Bonds shall be cancelled by the Trustee. If any 2020 Senior
Bonds that are Term Bonds are so cancelled, the Commission may designate the Sinking Fund
Installments or portions thereof that are to be reduced as allocated to such cancellation.
ARTICLE XXVIII
ESTABLISHMENT OF FUNDS AND ACCOUNTS
AND APPLICATION THEREOF
Section 28.01 Funds and Accounts. To ensure the proper application of
such portion of proceeds from the sale of the 2020 Senior Bonds to be applied to pay Costs of
Issuance of the 2020 Senior Bonds, there is hereby established the 2020 Senior Bonds Costs of
Issuance Account, which shall be held by the Trustee. To ensure the proper application of such
portion of proceeds from the sale of the 2020 Series A Senior Bonds to be applied to pay
capitalized interest on the 2020 Series A Senior Bonds, there is hereby established the 2020
Series A Senior Bonds Capitalized Interest Account, which shall be held by the Trustee. To
ensure the proper application of such proceeds from the sale of the 2020 Series B Senior Bonds
to be applied to satisfy the 2020 Series B Senior Bonds Reserve Requirement, there is hereby
established the 2020 Series B Senior Bonds Reserve Account within the Senior Lien Obligations
Reserve Fund, such account to be held by the Trustee.
Section 28.02 2020 Senior Bonds Costs of Issuance Account. The proceeds
of the 2020 Senior Bonds set aside and placed in the 2020 Senior Bonds Costs of Issuance
Account shall remain therein until October 1, 2020 and expended for the purpose of paying the
Costs of Issuance of the 2020 Senior Bonds. Before any payment from the 2020 Senior Bonds
Costs of Issuance Account shall be made by the Trustee, the Commission shall file or cause to be
filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition
to be signed by an Authorized Representative and to include: (i) the item number of such
payment; (ii) the name and address of, or name and wiring instructions for, the person to whom
each such payment is due, which may be the Commission in the case of reimbursement for costs
theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by
general classification for which each obligation to be paid was incurred; and (v) that obligations
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in the stated amounts have been incurred by the Commission and are presently due and payable
and that each item thereof is a proper charge against the 2020 Senior Bonds Costs of Issuance
Account and has not been previously paid from said account. On October 1, 2020, any amounts
remaining in the 2020 Senior Bonds Costs of Issuance Account shall be transferred to the Toll
Revenue Fund and the 2020 Senior Bonds Costs of Issuance Account shall be closed.
Section 28.03 Designation of 2020 Series A Senior Bonds as 2013 Bonds
Reserve Account Obligations; 2013 Bonds Reserve Requirement. The 2020 Series A Senior
Bonds are Senior Lien Obligations issued to refinance all of the 2013 Series A Bonds and are
hereby designated as 2013 Bonds Reserve Account Obligations in accordance with the First
Supplemental Indenture. As of the Issue Date of the 2020 Series A Senior Bonds, the 2013
Bonds Reserve Requirement is $[ ], which shall be satisfied by $[ ] on
deposit in the 2013 Bonds Reserve Account, together with the additional deposit therein,
pursuant to Section 26.06(c), of $[ ] from proceeds of the 2020 Series A Senior Bonds.
Section 28.04 2020 Series B Senior Bonds Reserve Account. The monies
set aside and placed in the 2020 Series B Senior Bonds Reserve Account on account of the 2020
Series B Senior Bonds Reserve Requirement shall be held solely for the benefit of the 2020
Series B Senior Bonds Reserve Account Obligations, and shall be used, withdrawn, and
replenished as provided herein and in Sections 5.03 and 5.08. If, on any date of valuation of
Permitted Investments credited to the 2020 Series B Senior Bonds Reserve Account pursuant to
Section 5.23, the amount on deposit in the 2020 Series B Senior Bonds Reserve Account exceeds
the 2020 Series B Senior Bonds Reserve Requirement as of such date, the Trustee shall transfer
such excess amount to the Toll Revenue Fund.
Section 28.05 2020 Series A Senior Bonds Capitalized Interest Account.
Moneys in the 2020 Series A Senior Bonds Capitalized Interest Account shall be transferred to
the Senior Lien Obligations Interest Account in the following amounts and on or before the
following Interest Payment Dates, and shall be used solely for the purpose of paying interest on
the 2020 Series A Senior Bonds Outstanding as the same shall become due and payable
(including accrued interest on any 2020 Series A Senior Bonds purchased or redeemed prior to
maturity):
Date Amount
On the Business Day after each Interest Payment Date, any interest earnings on the moneys in
the 2020 Series A Senior Bonds Capitalized Interest Account shall be transferred to the Senior
Lien Obligations Interest Account.
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ARTICLE XXIX
MISCELLANEOUS
Section 29.01 Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this Third Supplemental Indenture, or the application thereof to any
person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of
this Third Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this Third Supplemental Indenture shall remain valid.
Section 29.02 Parties Interested Herein. Nothing in this Third
Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or
to give to, any person or entity, other than the Commission, the Trustee, and the Owners of the
2020 Senior Bonds, any right, remedy or claim under or by reason of this Third Supplemental
Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations,
promises and agreements in this Third Supplemental Indenture contained by and on behalf of the
Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, and the
Owners.
Section 29.03 Headings Not Binding. The headings in this Third
Supplemental Indenture are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Third Supplemental Indenture.
Section 29.04 Notice Addresses. Except as otherwise provided herein, it
shall be sufficient service or giving of notice, request, complaint, demand or other paper if the
same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the
Notice Address for the appropriate party or parties as provided in Exhibit B hereto. Any such
entity by notice given hereunder may designate any different addresses to which subsequent
notices, certificates or other communications shall be sent, but no notice directed to any one such
entity shall be thereby required to be sent to more than two addresses.
Section 29.05 Notices to Rating Agencies. The Trustee shall provide notice
to the Rating Agencies of the following events with respect to the 2020 Senior Bonds:
(a) Change in Trustee;
(b) Amendments to the Indenture; and
(c) Redemption or defeasance of the 2020 Senior Bonds.
Section 29.06 Indenture to Remain in Effect. Save and except as amended
and supplemented by this Third Supplemental Indenture, the Master Indenture shall remain in
full force and effect.
Section 29.07 Effective Date of Third Supplemental Indenture. This
Third Supplemental Indenture shall take effect upon its execution and delivery.
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Section 29.08 Execution in Counterparts. This Third Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed an original,
and all of which shall constitute but one and the same instrument.
ARTICLE XXX
AMENDMENTS TO INDENTURE
Section 30.01 Amendments to Indenture. Pursuant to Section 9.02 and
Section 9.03 of the Indenture, Holders of at least a majority in aggregate Bond Obligation of the
Obligations Outstanding may consent to amendments of the Indenture for the purpose of
modifying, altering, amending, or supplementing any of its terms or provisions other than as
specified in Section 9.02. By their purchase of the 2020 Series Bonds, Holders of the 2020
Series Bonds have consented to the amendments contained in this Third Supplemental Indenture
as described in the official statement for the 2020 Series Bonds, and the Commission has
prepared and filed a Certificate of the Commission (as defined in the Indenture), stating that
Holders of a majority in aggregate Bond obligation of the Obligations Outstanding as of the
issuance of the 2020 Series Bonds have consented to the following amendments:
(a) Recitals two through five are hereby deleted from the Indenture.
(b) The definition of, and all references to, "Alternative Repair and
Rehabilitation Fund Required Deposit," "Capital Expenditures Fund Deposits Cap,"
"Commission Equity Account," "Financial Plan," "Ordinance," "Rating Confirmation,"
"Residual Fund Scheduled Retained Balance," "Sales Tax Act," "Sales Tax Eligible Project
Costs," "Sales Tax Revenue Bond Indenture," "Sales Tax Revenue Bonds," "Sales Tax Revenue
Bonds Account," "Sales Tax Revenues," "2013 Sales Tax Revenue Bonds" and "Written
Engineer's Certificate" are hereby deleted from the Indenture.
(c) The following definitions in the Indenture are hereby amended and
restated as follows:
"Capital Expenditures Fund Permitted Expenditures" means any
capital expenditures authorized under the Act in such amount as shall be determined from
time to time by the Commission pursuant to a Written Request of the Commission.
"Long Stop Date" means, with respect to any Project, the Long Stop Date
for such Project, if any, set forth in a Supplemental Indenture providing for the issuance
of Obligations to finance such Project.
"Scheduled Repair and Rehabilitation Fund Required Deposit"
means, for each Monthly Funding Date, (a) any Repair and Rehabilitation Fund Permitted
Expenditures due and payable prior to the next Monthly Funding Date and for which the
Commission has not previously set aside funds, or for which insufficient monies are on
deposit, in the Repair and Rehabilitation Fund, plus (b) one -twelfth (1/12) of the sum of
(i) one hundred percent (100%) of the Repair and Rehabilitation Fund Permitted
Expenditures that the Commission projects to become due in the period ending one year
from such Monthly Funding Date, plus (ii) sixty-six percent (66%) of the Repair and
4156-9429-0465.9
-14-
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
in the period commencing one year and one day from such Monthly Funding Date and
ending two years from such Monthly Funding Date, plus (iii) thirty-three percent (33%)
of the Repair and Rehabilitation Fund Permitted Expenditures that the Commission
projects to become due in the period commencing two years and one day from such
Monthly Funding Date and ending three years from such Monthly Funding Date.
"TIFIA Debt Service Payment Commencement Date" means the date
specified in any Supplemental Indenture as the TIFIA Debt Service Payment
Commencement Date for a TIFIA Loan.
"TIFIA Lender" means, if any TIFIA Loans are then outstanding, the
United States Department of Transportation, acting by and through the Federal Highway
Administrator, for the purpose of making one or more TIFIA Loans to the Commission.
"TIFIA Loan" means each loan made to the Commission by the TIFIA
Lender, if any, pursuant to a TIFIA Loan Agreement that is payable from, and secured
by, Revenue as provided in this Indenture and any Supplemental Indenture.
"TIFIA Loan Agreement" means each loan agreement, if any,
evidencing a TIFIA Loan, by and between the Commission and the TIFIA Lender, and,
in each case, any amendments or supplements thereto permitted hereby and thereby.
"TIFIA Loan Prepayment Commencement Date" means the date
specified in any Supplemental Indenture as the TIFIA Debt Service Payment
Commencement Date for a TIFIA Loan.
"Toll Road" means lanes of a street, road or highway upon which the
Commission has all right, power and authority pursuant to law to impose tolls, and upon
which tolls are imposed by the Commission using any of the following tolling strategies:
(a) general purpose or generally -applicable tolls, (b) tolls that may be levied and may
vary according to levels of congestion anticipated or experienced or according to the
occupancy of the vehicle, (c) any combination of (a) and (b), and (d) any other tolling
strategy the Commission may determine appropriate on a facility -by -facility basis; and
the related tolling facilities, as such tolled lanes and related facilities may from time to
time be expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that:
(i) the Commission irrevocably designates in writing that such toll lanes and related
facilities, and any expansion, improvement, upgrade, enlargement or enhancement
constitutes a Toll Road generating Toll Revenues hereunder and (ii) that (x) the
additional Operation and Maintenance Expenses associated with any such expansion,
improvement, upgrade, enlargement or enhancement and (y) any additional Obligations
issued to finance the costs of any such expansion, improvement, upgrade, enlargement or
enhancement, shall not result in debt service coverage ratios for the Subordinate
Obligations lower than those described in Section 6.03 hereof. "Toll Road" shall not
include any Special Project. "Toll Road" initially means any such tolled lanes and
facilities (including structures, on -ramps, connector roads, bridges, and roadways that are
on, necessary for, or related to the construction or operation of the Toll Road) on the
4156-9429-0465.9
-15-
portion of SR-91 between the Orange County/Riverside County line and Interstate 15 that
constitute a part of the Riverside SR-91 Corridor Improvement Project.
(d) Section 3.01(b)(2) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(2) projected Net Revenue for each Fiscal Year over the term of the
proposed additional Senior Lien Obligations is expected to be sufficient to satisfy the
requirements of Section 6.03(a) of this Indenture in each Fiscal Year. In calculating
projected Net Revenue, the Traffic Consultant shall take into account amounts projected
to be received from any adopted change in toll increase or increase) policy (provided
that no additional approvals need to be obtained and no additional requirements need to
be satisfied in order to implement any such increase or increase) toll policy) and any
additional toll lanes and facilities to be designated as included within the definition of
Toll Road;
(e) Section 3.03(a) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(a) The Second Lien Obligations or Subordinate Obligations, as
applicable, are issued for purposes of refunding Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations by
providing funds for the payment of any or all of the following:
4156-9429-0465.9
(1) The Bond Obligation, redemption or purchase price
(including premium, if any) of the Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations to
be refunded;
(2) All expenses incident to the calling, retiring or paying of
such Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations, the Costs of Issuance of
such refunding Second Lien Obligations or Subordinate Obligations, and any
termination payments or other payments to the holders of obligations of the
Commission entered into pursuant to California Government Code Section 5922
(or any similar statute) related to such Outstanding Senior Lien Obligations,
Outstanding Second Lien Outstanding Obligations or Outstanding Subordinate
Obligations;
(3) Interest on all Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations to
be refunded to the date such Senior Lien Obligations, Second Lien Obligations
or Subordinate Obligations will be called for redemption or paid at maturity;
(4) Interest on the refunding Second Lien Obligations or
Subordinate Obligations from the date thereof to the date of payment or
redemption of the Senior Lien Obligations, Second Lien Obligations or
Subordinate Obligations to be refunded;
-16-
(f) Section 3.03(b)(2) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(2) projected Net Revenue for each Fiscal Year over the term of the
proposed additional Second Lien Obligations or Subordinate Obligations is expected to
be sufficient to satisfy the requirements of Section 6.03(a) of this Indenture in each Fiscal
Year. In calculating projected Net Revenue, the Traffic Consultant shall take into
account amounts projected to be received from any adopted change in toll increase or
increases policy (provided that no additional approvals need to be obtained and no
additional requirements need to be satisfied in order to implement any such increase or
increases toll policy) and any additional toll lanes and facilities to be designated as
included within the definition of Toll Road;
(g) Clause Thirteenth of Section 5.03(b) is hereby amended as follows
(additions in bold underline, deletions in strikethrough):
Thirteenth, on each Monthly Funding Date, to the extent sufficient funds
are then available after application of funds for the purposes specified in the prior clauses
of this Section 5.03(b), to the Repair and Rehabilitation Fund, an amount equal to the
Alternative Repair and Rehabilitation Fund Required Deposit or, if no such deposit is
then required to be made, an amount not to exceed the Scheduled Repair and
Rehabilitation Fund Required Deposit for such Monthly Funding Date. If sufficient
funds are not then available on a particular Monthly Funding Date, after application of
funds for the purposes specified in the prior clauses, to fund the Scheduled Repair and
Rehabilitation Fund Required Deposit or Alternative Repair and Rehabilitation Fund
Required Deposit, as applicable, or if the Commission has elected to defer all or a portion
of the Scheduled Repair and Rehabilitation Fund Required Deposit for a prior Monthly
Funding Date or Monthly Funding Dates, the Commission may use funds on each
subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled
Repair and Rehabilitation Fund Required Deposit or Alternative Repair and
Rehabilitation Fund Required Deposit, as applicable, from previous Monthly Funding
Dates;
(h) Clause Fourteenth of Section 5.03(b) is hereby amended and restated as
follows (additions in bold underline, deletions in strikethrough):
Fourteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to
the extent necessary to fund such Fund so that the balance therein (taking into account all
amounts then on deposit therein) equals the aggregate amount of Capital Expenditures
Fund Permitted Expenditures indicated for the next six months in the Annual Operating
Budget as set forth in a Written Request of the Commission, which amount may be $0
and shall be deemed to be $0 if no Written Request of the Commission has been
provided prior to such Monthly Funding Date; provided, however, that in no event
C r;t i Exrenaitures F,,n Dep sits Car;
4156-9429-0465.9
-17-
(i) Section 5.03(c) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(c) To the extent that on any Calculation Date or any other date of
determination requested by the Commission, the Commission determines that (i) the
amounts on deposit in the Senior Lien Obligations Reserve Fund are in excess of the
applicable Senior Lien Obligations Reserve Requirement, (ii) the amounts on deposit in
the Second Lien Obligations Reserve Fund are in excess of the applicable Second Lien
Obligations Reserve Requirement, (iii) amounts on deposit in the Subordinate
Obligations Reserve Fund are in excess of the applicable Subordinate Obligations
Reserve Requirement, (iv) the amounts on deposit in the Repair and Rehabilitation Fund
are certified by the Commission to be in excess of what is required for expected Repair
and Rehabilitation Fund Permitted Expenditures, or (v) the amounts on deposit in the
Capital Expenditures Fund are (A) certified by the Commission to no longer be needed
for making Capital Expenditures Fund Permitted Expenditures, or (B) in excess of the
then in each such case, as applicable, the excess
amounts shall be transferred into the Toll Revenue Fund.
(j) Section 5.04(a)(4), Section 5.04(a)(5), Section 5.04(e), Section 5.04(0,
Section 5.04(i), Section 5.05, and Section 5.20(a) are hereby amended and restated in their
entirety to read as follows: [Reserved.]
(k) Section 5.07(a) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(a) The Trustee shall cause amounts in the Toll Revenue Fund, to the
extent available, to be deposited into the Capital Expenditures Fund on each Monthly
Funding Date in accordance with clause Fourteenth of Section 5.03(b). Any amounts on
deposit in the Capital Expenditures Fund that are (i) certified by the Commission to no
longer be needed for making Capital Expenditures Fund Permitted Expenditures, or (ii) in
shall be applied in accordance
with the requirements of Section 5.03(c) of this Indenture.
(1) Section 6.03(b)(1) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(1) Within 60 days after the end of each Fiscal Year (beginning with
the first full Fiscal Year following the Substantial Completion Date for the Riverside SR-
91 Corridor Improvement Project), the Commission will file with the Trustee a report
setting forth the Net Revenue for such Fiscal Year. The failure of toll rates to yield an
amount sufficient to achieve each Coverage Ratio shall not be deemed to constitute an
Event of Default so long as the Commission complies with the requirements set forth
below in this Section 6.03(b). If any such report indicates that the Net Revenue for such
Fiscal Year was less than the amount required pursuant to Section 6.03(a), then, as soon
as practicable after delivering such report to the Trustee and, while there are Outstanding
Obligations in the form of or securing payment of a TIFIA Loan, the TIFIA Lender, the
Commission shall take such actions as it deems appropriate for the current Fiscal
4156-9429-0465.9
-18-
Year for purposes of meeting or exceeding such requirement. If any such report
indicates that the Net Revenue for such Fiscal Year was less than the amount
required pursuant to Section 6.03(a) for a second consecutive Fiscal Year, then as
soon as practicable after delivering such report to the Trustee and, while there are
Outstanding Obligations in the form of or securing payment of a TIFIA Loan, the
TIFIA Lender, the Commission shall employ a Traffic Consultant to review and
analyze the operations of the Toll Road and to submit to the Board, as soon as practicable
(but not later than such date as will enable the Board to act upon it within 180 days after
the end of the Fiscal Year in question), a written report which shall include the actions
that the Traffic Consultant recommends should be taken by the Commission with respect
to (i) revising the toll rates or the Commission's toll rate policies, (ii) altering its
methods of operation, or (iii) taking other action projected to produce the amount so
required to comply in each year with each Coverage Ratio (or, if less, the maximum
amount deemed feasible by the Traffic Consultant and that the Traffic Consultant
estimates will not adversely affect the amount of Net Revenue). Promptly upon its
receipt of such written report (and, in any case, within 180 days after the end of the Fiscal
Year in question), after giving due consideration thereto, the Commission will revise the
toll rates or toll policies, as permitted by law, alter its methods of operation, or take such
other action as it deems appropriate. Such revisions, alterations, or actions need not
comply with the recommendations of the Traffic Consultant so long as Net Revenue
projected by the Traffic Consultant to be produced by the revisions, alterations or actions
then taken by the Commission are at least equal to the amount required hereinabove. The
Trustee shall have no responsibility to review any written report received pursuant to this
Section 6.03(b).
(m) Section 6.04 is hereby amended as follows (additions in bold underline,
deletions in strikethrough):
Section 6.04 Annual Budget inan^i . The Commission
covenants that, for each Fiscal Year, it will take such actions as may be required of it to
prepare and will adopt an annual budget in accordance with applicable law, including the
Act, and the Toll Agreements. The Commission further covenants that it will provide to
the Trustee (A) no later than 30 days prior to the commencement of each Fiscal Year, an
operating plan and a preliminary budget, and (B) not later than the first day of each Fiscal
Year, a copy of the Commission's final budget (such copy of the final budget being
referred to herein as the "Annual Operating Budget"). The Commission further
covenants that it will provide to the Trustee a copy of the Commission's Financial Plans
concurrently with their submission to the TIFIA Lender. The Trustee shall have no
responsibility to review such preliminary budget, or Annual Operating Budget Of
Financial Plan and shall only retain such documents as a repository for the holders of the
Obligations.
(n) Schedule I, Schedule II, Schedule III, and Exhibit B shall be deleted in
their entirety together with any references thereto.
4156-9429-0465.9
-19-
IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Indenture by their officers thereunto duly authorized as of the day and year first
written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
4156-9429-0465.9
EXHIBIT A
FORM OF 2020 SENIOR LIEN SERIES [A] [B] BOND
No. R-- [A] [B]- $
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bond
(Current Interest Obligation), 2020 Series [A] [B] [(Federally Taxable)]
INTEREST RATE MATURITY DATE ISSUE DATE
June 1, 20[_] [ ], 2020
REGISTERED OWNER: Cede & Co.
CUSIP
PRINCIPAL AMOUNT: Dollars
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the "Commission"), for value
received, hereby promises to pay (but solely from the Trust Estate as hereinafter referred to) in
lawful money of the United States of America, to the registered owner or registered assigns, on
the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the
principal amount specified above, together with interest thereon until the principal hereof shall
have been paid, at the interest rate per annum specified above based on a 360-day year of twelve
30-day months, payable on December 1, 2020 and semiannually thereafter on June 1 and
December 1 and at maturity or upon the prior redemption thereof (each, an "Interest Payment
Date"). This Bond shall bear interest from the latest of: (i) its Issue Date; (ii) the most recent
Interest Payment Date to which interest has been paid or duly provided for, or (iii) if the date of
authentication of this Bond is after a Record Date but prior to the immediately succeeding
Interest Payment Date, the Interest Payment Date immediately succeeding such date of
authentication.
As long as 2020 Series [A][B] Bonds are Book -Entry Bonds, principal of and premium, if
any, and interest on the 2020 Series [A] [B] Bonds shall be payable by wire transfer to the
Securities Depository in lawful money of the United States of America.
If the 2020 Series [A] [B] Bonds cease to be Book -Entry Bonds, principal of and
premium, if any, on the 2020 Series [A] [B] Bonds shall be payable when due upon presentation
and surrender thereof at the Principal Office of U.S. Bank National Association, as trustee (the
"Trustee") and interest shall be payable by first class mail on each interest payment date to the
registered owners thereof as of the close of business on the Record Date; provided, however, that
the registered owner of $1,000,000 or more in aggregate principal amount of 2020 Series [A] [B]
Bonds may, at any time prior to a Record Date, give the Trustee written instructions for payment
of such interest on each succeeding interest payment date by wire transfer. As used herein,
A-1
4156-9429-0465.9
"Record Date" means the fifteenth day (whether or not a Business Day) of the month preceding
such Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
"Riverside County Transportation Commission Toll Revenue Senior Lien Refunding Bonds"
(the "Bonds"), of the series designated above, all of which are being issued pursuant to the
County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the
State of California (Section 130000 et seq.) (the "Act"), Article 10 and Article 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) (the
"Refunding Bond Law"), and a Master Indenture, dated as of June 1, 2013 (the "Master
Indenture"), as supplemented, including as supplemented by a Third Supplemental Indenture,
dated as of April 1, 2020 (the "Third Supplemental Indenture"), each between the Commission
and the Trustee. The Master Indenture, as supplemented and amended from time to time
pursuant to its terms, including as supplemented by the Third Supplemental Indenture, is
hereinafter referred to as the "Indenture." Said authorized issue of Bonds is not limited in
principal amount and consists or may consist of one or more series of varying denominations,
dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized
terms used herein and not otherwise defined shall have the meaning given such terms in the
Indenture.
THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED
SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE
INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND
EXCEPT FROM SUCH TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A
DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION. NEITHER THE
FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OR INTEREST OF
THIS BOND.
Reference is hereby made to the Indenture, the Act and the Refunding Bond Law for a
description of the terms on which the Bonds are issued and to be issued, the provisions with
regard to the nature and extent of the Trust Estate and the rights of the registered owners of the
Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract
between the Commission and the registered owner from time to time of this Bond, and to all the
provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and
agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity
with the Series of Bonds of which this Bond is a part, but only subject to the conditions and
limitations contained in the Indenture.
This Bond is secured by and payable both as to principal and interest, and as to any
premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture,
subject only to the provisions of the Indenture permitting application thereof for the purposes and
on the terms and conditions set forth therein, and the Commission is not obligated to pay this
Bond except from said Trust Estate.
4156-9429-0465.9
A-2
The Bonds of the Series of Bonds of which this Bond is a part shall be subject to
redemption prior to their respective stated maturities, at the option of the Commission, from any
source of available funds, as a whole or in part (and if in part, in such order of maturity as the
Commission shall specify and within a maturity by lot or by such other method as the Trustee
determines to be fair and reasonable and in Authorized Denominations), on any date on or after
June 1, 20[_], at the principal amount of such Bonds called for redemption, plus accrued
interest to the date fixed for redemption, without premium.
[The Bonds of the Series of Bonds of which this Bond is a part maturing on June 1,
20[] shall be subject to mandatory redemption prior to their stated maturity, in part, from
Sinking Fund Installments required by and as specified in the Indenture, at a redemption price
equal to the principal amount thereof, plus accrued but unpaid interest to the redemption date,
without premium, on June 1, 20[_] and June 1, 20[ ].]
The rights and obligations of the Commission and of the holders and registered owners of
the Bonds of the Series of Bonds of which this Bond is a part may be modified or amended at
any time in the manner, to the extent, and upon the terms provided in the Indenture, which
provide, in certain circumstances, for modifications and amendments without the consent of or
notice to the registered owners of Bonds.
This Bond is transferable or exchangeable as provided in the Indenture, only upon the
Bond Register at the Principal Office of the Trustee, by the registered owner hereof in person, or
by such owner's duly authorized attorney, upon surrender of this Bond at the Principal Office of
the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly
executed by the registered owner or such owner's duly authorized attorney, and thereupon a new
Bond or Bonds of the same series, maturity, interest rate, shall be issued to the transferee in
exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed.
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, including receiving payment of, or on account of, the
principal of and premium and interest due hereon.
It is hereby certified and recited that any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the incurring of the indebtedness
evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been
performed in due time, form and manner, as required by the Constitution and statutes of the State
of California, the Act and the Refunding Bond Law, and that this Bond, together with all other
indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit
prescribed by the Constitution and statutes of the State of California and the Act.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
manually signed by the Trustee.
4156-9429-0465.9
A-3
IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives all as of the Issue Date set forth above.
(Seal)
Countersigned:
By:
Chief Financial Officer
4156-9429-0465.9
A-4
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Chair of the Board of Commissioners
[FORM OF CERTIFICATE OF AUTHENTICATION]
This Bond is one of the 2020 Series [A] [B] Bonds described in the within mentioned
Indenture and was authenticated on the date set forth below.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
Bond issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.
4156-9429-0465.9
A-5
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature:
SIGNATURE GUARANTEED:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within Bond in
every particular without alteration or enlargement
or any change whatsoever.
Notice: Signature must be guaranteed by an
eligible guarantor firm.
4156-9429-0465.9
A-6
EXHIBIT B
NOTICE ADDRESSES
To the Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
or
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
To the Trustee:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust
Telephone: 213-615-6051
Fax: 213-615-6199
To the Rating Agencies:
S&P Global Ratings
55 Water Street, 38th Floor
New York, New York 10041
Telephone: 212-438-2000
Facsimile. 212-438-2157
Email: pubfin_structured@standardandpoors.com
Fitch Ratings
One State Street Plaza
New York, New York 10004
Telephone: L ]
Facsimile. [ ]
Email: [
4156-9429-0465.9
]
B-1
SCHEDULE I
2013A REFUNDED BONDS & 2013-1 TIFIA SERIES REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
Maturity
Date Principal Interest Redemption
(June 1) Amount Rate CUSIP No. Price
Riverside County Transportation Commission
Toll Revenue Subordinate Bonds, 2013 TIFIA Series
CUSIP numbers provided above are provided for the convenience of the Trustee. The Commission is not
responsible for the accuracy or completeness of any of the CUSIP numbers.
4156-9429-0465.9
Schedule I-1
ATTACHMENT 6
OH&S Draft
03/01/20
FOURTH SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of April 1, 2020
Relating to the
Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
(Supplementing the Master Indenture
Dated as of June 1, 2013)
4136-9518-1089.8
TABLE OF CONTENTS
Page
ARTICLE XXXI
DEFINITIONS
Section 31.01 Definitions 1
Section 31.02 Rules of Construction 3
ARTICLE XXXII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Findings and Determinations 3
Recital in Bonds 3
Effect of Findings and Recital 3
ARTICLE XXXIII
AUTHORIZATION OF 2020 SERIES C SECOND LIEN BONDS
Principal Amount, Designation and Series 4
Purpose 4
Form, Denomination, Numbers and Letters 4
Date, Maturities and Interest Rates 4
Conditions to Delivery of 2020 Series C Second Lien Bonds 5
Disposition of Proceeds of 2020 Series C Second Lien Bonds 5
Transfer of Funds from Subordinate Obligations Reserve Account (2013
TIFIA Loan) 6
ARTICLE XXXIV
REDEMPTION OF 2020 SERIES C SECOND LIEN BONDS
Optional Redemption of 2020 Series C Second Lien Bonds 6
Mandatory Redemption of 2020 Second Lien Series C Bonds From
Sinking Fund Installments 6
Selection of 2020 Series C Second Lien Bonds for Redemption 7
Purchase in Lieu of Redemption 7
ARTICLE XXXV
ISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Funds and Accounts 7
2020 Series C Second Lien Bonds Costs of Issuance Account 8
2020 Series C Second Lien Obligations Reserve Account 8
ARTICLE XXXVI
MISCELLANEOUS
Section 36.01 Severability 8
Section 32.01
Section 32.02
Section 32.03
Section 33.01
Section 33.02
Section 33.03
Section 33.04
Section 33.05
Section 33.06
Section 33.07
Section 34.01
Section 34.03
Section 34.03
Section 34.04
ESTABL
Section 35.01
Section 35.02
Section 35.03
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4136-9518-1089.8
TABLE OF CONTENTS
(continued)
Page
Section 36.02 Parties Interested Herein 9
Section 36.03 Headings Not Binding 9
Section 36.04 Notice Addresses 9
Section 36.05 Notices to Rating Agencies 9
Section 36.06 Indenture to Remain in Effect 9
Section 36.07 Effective Date of Fourth Supplemental Indenture 9
Section 36.08 Execution in Counterparts 9
EXHIBIT A FORM OF 2020 SERIES C SECOND LIEN BOND A-1
EXHIBIT B NOTICE ADDRESSES B-1
SCHEDULE I — 2013-2 TIFIA SERIES REFUNDED BONDS I-1
4136-9518-1089.8
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2020 (this
"Fourth Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly existing under the laws of the State of California (the
"Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America, as successor trustee
(together with any successor thereto, the "Trustee").
WITNESSETH:
WHEREAS, this Fourth Supplemental Indenture is supplemental to the Master
Indenture, dated as of June 1, 2013 (as supplemented and amended from time to time pursuant to
its terms, the "Indenture"), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Second Lien
Obligations from time to time as authorized by a Supplemental Indenture, which Second Lien
Obligations are to be secured by the Trust Estate in accordance with the Indenture; and
WHEREAS, the Commission desires to provide at this time for the issuance of
Second Lien Obligations secured by the Trust Estate, such Bonds to be designated "Riverside
County Transportation Commission Toll Revenue Second Lien Refunding Bonds, 2020 Series C"
(the "2020 Series C Second Lien Bonds") for the purposes of (i) refunding a portion of the
Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series (the "2013-2
TIFIA Series Refunded Bonds") by prepaying the 2013 TIFIA Loan Agreement in part (which
together with the proceeds of the 2020 Series B Senior Bonds will prepay the 2013 TIFIA Loan
Agreement in full), (ii) funding the required cash deposit to the 2020 Series C Second Lien
Obligations Reserve Account, and (iii) paying the costs of issuance incurred in connection with
the 2020 Series C Second Lien Bonds, all as provided in this Fourth Supplemental Indenture;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE XXXI
DEFINITIONS
Section 31.01 Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise provided
in subsection (b) of this Section, all terms defined in the Indenture shall have the same meanings,
respectively, in this Fourth Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this Fourth Supplemental Indenture, have the following
meanings:
"Authorized Denominations" means, with respect to the 2020 Series C Second
Lien Bonds, $5,000 principal amount and any integral multiple thereof.
4136-9518-1089.8
"Fourth Supplemental Indenture" means this Fourth Supplemental Indenture,
dated as of April 1, 2020.
"Interest Payment Date" means, with respect to the 2020 Series C Second Lien
Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2020 Series
C Second Lien Bonds, commencing with December 1, 2020.
"Issue Date" means, with respect to the 2020 Series C Second Lien Bonds, the date
on which the 2020 Series C Second Lien Bonds are first delivered to the purchasers thereof.
"Record Date" means, with respect to the 2020 Series C Second Lien Bonds, the
fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which
such Interest Payment Date occurs.
"Refunding Bond Law" means Article 10 and Article 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (Section 53570 et seq.).
"2013-2 TIFIA Series Refunded Bonds" means the portion of the outstanding
Riverside County Transportation Commission Toll Revenue Subordinate Bonds, 2013 TIFIA
Series identified on Schedule I hereto.
"2020 Series Bonds Continuing Disclosure Agreement" means the Continuing
Disclosure Agreement, dated as of April 1, 2020, by and between the Commission and Digital
Assurance Certification, L.L.C., as dissemination agent, relating to the 2020 Series Bonds.
"2020 Series C Second Lien Bonds" means the Riverside County Transportation
Commission Toll Revenue Second Lien Refunding Bonds, 2020 Series C, authorized by
Article XXXIII of this Indenture.
"2020 Series C Second Lien Bonds Costs of Issuance Account" means the 2020
Series C Second Lien Bonds Costs of Issuance Account established within the Second Lien
Obligations Account within the Project Fund pursuant to Section 35.01.
"2020 Series C Second Lien Bonds Reserve Requirement" means, with respect
to the 2020 Series C Second Lien Obligations Reserve Account Obligations, an amount, calculated
as of the most recent Issue Date of 2020 Series C Second Lien Obligations Reserve Account
Obligations, equal to the least of (i) Maximum Annual Debt Service on the Outstanding 2020
Series C Second Lien Obligations Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2020 Series C Second Lien Obligations
Reserve Account Obligations, or (iii) ten percent (10%) of the original principal amount of the
2020 Series C Second Lien Obligations Reserve Account Obligations with respect to all
Outstanding 2020 Series C Second Lien Bonds.
"2020 Series C Second Lien Bonds Tax Certificate" shall mean that certain Tax
Certificate executed on behalf of the Commission in connection with the issuance of the 2020
Series C Second Lien Bonds and relating to the requirements of the Code.
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4136-9518-1089.8
"2020 Series C Second Lien Obligations Reserve Account" means the 2020
Series C Second Lien Obligations Reserve Account established within the Second Lien
Obligations Reserve Fund pursuant to Section 35.01.
"2020 Series C Second Lien Obligations Reserve Account Obligations" means
the 2020 Series C Second Lien Bonds and any Second Lien Obligations that are designated as
2020 Series C Second Lien Obligations Reserve Account Obligations in the Supplemental
Indenture providing for their issuance.
Section 31.02 Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words importing the singular number shall include the plural
number and vice versa, and words importing persons shall include corporations and associations,
including public bodies, as well as natural persons. Defined terms shall include any variant of the
terms set forth in this Article XXXI.
The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar
terms, as used in this Fourth Supplemental Indenture, refer to the Indenture.
ARTICLE XXXII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 32.01 Findings and Determinations. The Commission hereby finds
and determines that the 2020 Series C Second Lien Bonds shall be issued pursuant to
Article XXXIII hereof and upon the issuance of the 2020 Series C Second Lien Bonds, any and all
acts, conditions and things required to exist, to happen and to be performed, precedent to and in
the issuance thereof, will exist, will have happened and will have been performed, in due time,
form and manner, as required by the Constitution and statutes of the State.
Section 32.02 Recital in Bonds. There shall be included in each of the
definitive 2020 Series C Second Lien Bonds, and also in each of the temporary 2020 Series C
Second Lien Bonds, if any are issued, a certification and recital that any and all acts, conditions
and things required to exist, to happen and to be performed, precedent to and in the incurring of
the indebtedness evidenced by that 2020 Series C Second Lien Bond, and in the issuing of that
2020 Series C Second Lien Bond, exist, have happened and have been performed in due time, form
and manner, as required by the Constitution and statutes of the State, the Act and the Refunding
Bond Law, and that said 2020 Series C Second Lien Bond, together with all other indebtedness of
the Commission secured by the Trust Estate, is within every debt and other limit prescribed by the
Constitution and statutes of the State, the Act and the Refunding Bond Law, and that such
certification and recital shall be in such form as is set forth in the forms of the 2020 Series C
Second Lien Bonds attached hereto as Exhibit A.
Section 32.03 Effect of Findings and Recital. From and after the issuance of
the 2020 Series C Second Lien Bonds, the findings and determinations herein shall be conclusive
evidence of the existence of the facts so found and determined in any action or proceeding in any
court in which the validity of the 2020 Series C Second Lien Bonds is at issue, and no bona fide
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4136-9518-1089.8
purchaser of any such 2020 Series C Second Lien Bond containing the certification and recital
shall be required to see to the existence of any fact, or to the performance of any condition, or to
the taking of any proceeding, required prior to such issuance, or to the application of the purchase
price for such 2020 Series C Second Lien Bonds.
ARTICLE XXXIII
AUTHORIZATION OF 2020 SERIES C SECOND LIEN BONDS
Section 33.01 Principal Amount, Designation and Series. Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Second Lien
Obligations entitled to the benefit, protection and security of such provisions, including without
limitation the grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate initial
principal amount of $[ ]. Such Second Lien Obligations shall be issued as fixed rate
Current Interest Obligations and shall be designated as, and shall be distinguished from the Second
Lien Obligations of all other Series by the title, "Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds, 2020 Series C."
Section 33.02 Purpose. The 2020 Series C Second Lien Bonds are issued for
the purposes of (i) refunding the 2013-2 TIFIA Series Refunded Bonds by prepaying the 2013
TIFIA Loan Agreement in part (which together with the proceeds of the 2020 Series B Senior
Bonds will prepay the 2013 TIFIA Loan Agreement in full), (ii) funding the required cash deposit
to the 2020 Series C Second Lien Obligations Reserve Account, and (iii) paying the costs of
issuance incurred in connection with the 2020 Series C Second Lien Bonds.
Section 33.03 Form, Denomination, Numbers and Letters. The 2020 Series
C Second Lien Bonds shall be issued as Book -Entry Bonds in fully registered form in Authorized
Denominations and shall be numbered by Series from one upward in consecutive numerical order
preceded by the letter "R" prefixed to the number. The 2020 Series C Second Lien Bonds and the
certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which
form is hereby approved and adopted as the form of the 2020 Series C Second Lien Bonds and as
the form of the certificate of authentication.
Section 33.04 Date, Maturities and Interest Rates.
(a) The 2020 Series C Second Lien Bonds shall be issued as fixed rate Current
Interest Obligations in the aggregate principal amount of $[ ]. The 2020 Series C
Second Lien Bonds shall be dated their Issue Date, shall bear interest from that date, payable on
December 1, 2020, and semiannually thereafter on June 1 and December 1 of each year, at the
following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day
months, and shall mature on June 1 in the following years and in the following amounts:
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4136-9518-1089.8
Maturity Date
(June 1)
*Term Bond Final Maturity
Principal Amount Interest Rate
(b) Interest on the 2020 Series C Second Lien Bond shall be payable to the
Owner thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to
which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of
such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date,
the Interest Payment Date immediately succeeding such date of authentication.
(c) As long as the 2020 Series C Second Lien Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2020 Series C Second Lien Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(d) If the 2020 Series C Second Lien Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2020 Series C Second Lien Bonds shall be payable when
due upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2020 Series C Second Lien Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding interest
payment date by wire transfer.
Section 33.05 Conditions to Delivery of 2020 Series C Second Lien Bonds.
Each of the 2020 Series C Second Lien Bonds shall be executed and delivered as authorized by
this Fourth Supplemental Indenture and the Indenture, including Article II thereof, upon the receipt
of payment therefor from the purchaser thereof.
Section 33.06 Disposition of Proceeds of 2020 Series C Second Lien Bonds.
The net proceeds from the sale of the 2020 Series C Second Lien Bonds in the amount of $[ ]
shall be received by the Trustee and deposited by the Trustee as follows:
(a) $[ ] into the 2020 Series C Second Lien Bonds Costs of Issuance
Account;
(b) $[ ], representing the 2020 Series C Second Lien Bonds Reserve
Requirement at the time of issuance of the 2020 Series C Second Lien Bonds, into the 2020 Series
C Second Lien Obligations Reserve Account; and
(c) the remaining amount of $[ ] shall be immediately transferred to
the TIFIA Lender for prepayment of the 2013 TIFIA Loan Agreement. Such amount, together
with a portion of the proceeds from the 2020 Series B Senior Bonds and certain funds on deposit
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4136-9518-1089.8
in the Subordinate Obligations Reserve Account (2013 TIFIA Loan), as set forth in Section
26.06(f) and Section 33.07, will be applied to optionally prepay the 2013 TIFIA Loan Agreement
in full.
Section 33.07 Transfer of Funds from Subordinate Obligations Reserve
Account (2013 TIFIA Loan). Upon the Issue Date, the Trustee shall transfer the amount of
$[ ] from the Subordinate Obligations Reserve Account (2013 TIFIA Loan) to the
TIFIA Lender for prepayment of the 2013 TIFIA Loan Agreement. Such funds from the
Subordinate Obligations Reserve Account (2013 TIFIA Loan), together with a portion of the
proceeds from the 2020 Series B Senior Bonds pursuant to Section 26.06(f) and a portion of the
proceeds from the 2020 Series C Second Lien Bonds pursuant to Section 33.06(c), will be applied
to optionally prepay the 2013 TIFIA Loan Agreement in full.
ARTICLE XXXIV
REDEMPTION OF 2020 SERIES C SECOND LIEN BONDS
Section 34.01 Optional Redemption of 2020 Series C Second Lien Bonds.
(a) The 2020 Series C Second Lien Bonds shall be subject to redemption prior
to their respective stated maturities, at the option of the Commission, from any source of available
funds, as a whole or in part, on any date on or after June 1, 20[_] at the principal amount of 2020
Series C Second Lien Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2020 Series C Second Lien Bonds to be redeemed pursuant to this subsection (a), designating the
maturity or maturities of the 2020 Series C Second Lien Bonds to be redeemed, the portions thereof
to be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2020 Series C Second Lien Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any reason
on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise
held in trust for such purpose in an amount sufficient to pay in full on said date the principal of,
interest, and any premium due on the 2020 Series C Second Lien Bonds called for redemption.
Section 34.02 Mandatory Redemption of 2020 Series C Second Lien Bonds
From Sinking Fund Installments.
(a) The 2020 Series C Second Lien Bonds maturing on June 1, 20[ ] shall also
be subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 34.02(b), in the principal amount equal to the Sinking Fund Installment due on such date
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4136-9518-1089.8
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2020 Second Lien Series C Term
Bond maturing on June 1, 20[ 1 shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
`Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 34.02.
Section 34.03 Selection of 2020 Series C Second Lien Bonds for
Redemption. The Commission shall designate which maturities of 2020 Series C Second Lien
Bonds are to be called for redemption pursuant to Section 34.01. In the event 2020 Series C Second
Lien Bonds which are Term Bonds are designated for redemption, the Commission may designate
the Sinking Fund Installments under Section 34.02, or portions thereof, that are to be reduced as
allocated to such redemption. The Trustee shall promptly notify the Commission in writing of the
2020 Series C Second Lien Bonds so selected for redemption.
If less than all of the 2020 Series C Second Lien Bonds of a maturity are called for prior
redemption, the Trustee shall select the 2020 Series C Second Lien Bonds of such maturity to be
redeemed, from the Outstanding 2020 Series C Second Lien Bonds of such maturity not previously
called for redemption, in minimum denominations of $5,000 (of principal), by lot in any manner
which the Trustee in its sole discretion shall deem appropriate.
Section 34.04 Purchase in Lieu of Redemption. In lieu of mandatory
redemption from Sinking Fund Installments, the Commission may surrender to the Trustee for
cancellation 2020 Series C Second Lien Bonds that are Term Bonds purchased on the open market
and such 2020 Series C Second Lien Bonds that are Term Bonds shall be cancelled by the Trustee.
If any 2020 Series C Second Lien Bonds that are Term Bonds are so cancelled, the Commission
may designate the Sinking Fund Installments or portions thereof that are to be reduced as allocated
to such cancellation.
ARTICLE XXXV
ESTABLISHMENT OF FUNDS AND ACCOUNTS
AND APPLICATION THEREOF
Section 35.01 Funds and Accounts. To ensure the proper application of such
portion of proceeds from the sale of the 2020 Series C Second Lien Bonds to be applied to pay
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4136-9518-1089.8
Costs of Issuance of the 2020 Series C Second Lien Bonds, there is hereby established the 2020
Series C Second Lien Bonds Costs of Issuance Account, which shall be held by the Trustee. To
ensure the proper application of such proceeds from the sale of the 2020 Series C Second Lien
Bonds to be applied to satisfy the 2020 Series C Second Lien Bonds Reserve Requirement, there
is hereby established the 2020 Series C Second Lien Obligations Reserve Account within the
Second Lien Obligations Reserve Fund, such account to be held by the Trustee.
Section 35.02 2020 Series C Second Lien Bonds Costs of Issuance Account.
The proceeds of the 2020 Series C Second Lien Bonds set aside and placed in the 2020 Series C
Second Lien Bonds Costs of Issuance Account shall remain therein until October 1, 2020 and
expended for the purpose of paying the Costs of Issuance of the 2020 Series C Second Lien Bonds.
Before any payment from the 2020 Series C Second Lien Bonds Costs of Issuance Account shall
be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition
of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized
Representative and to include: (i) the item number of such payment; (ii) the name and address of,
or name and wiring instructions for, the person to whom each such payment is due, which may be
the Commission in the case of reimbursement for costs theretofore paid by the Commission;
(iii) the respective amounts to be paid; (iv) the purpose by general classification for which each
obligation to be paid was incurred; and (v) that obligations in the stated amounts have been
incurred by the Commission and are presently due and payable and that each item thereof is a
proper charge against the 2020 Series C Second Lien Bonds Costs of Issuance Account and has
not been previously paid from said account. On October 1, 2020, any amounts remaining in the
2020 Series C Second Lien Bonds Costs of Issuance Account shall be transferred to the Toll
Revenue Fund and the 2020 Series C Second Lien Bonds Costs of Issuance Account shall be
closed.
Section 35.03 2020 Series C Second Lien Obligations Reserve Account. The
monies set aside and placed in the 2020 Series C Second Lien Obligations Reserve Account on
account of the 2020 Series C Second Lien Bonds Reserve Requirement shall be held solely for the
benefit of the 2020 Series C Second Lien Obligations Reserve Account Obligations, and shall be
used, withdrawn, and replenished as provided herein and in Sections 5.03 and 5.08. If, on any date
of valuation of Permitted Investments credited to the 2020 Series C Second Lien Obligations
Reserve Account pursuant to Section 5.23, the amount on deposit in the 2020 Series C Second
Lien Obligations Reserve Account exceeds the 2020 Series C Second Lien Bonds Reserve
Requirement as of such date, the Trustee shall transfer such excess amount to the Toll Revenue
Fund.
ARTICLE XXXVI
MISCELLANEOUS
Section 36.01 Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this Fourth Supplemental Indenture, or the application thereof to any
person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of
this Fourth Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this Fourth Supplemental Indenture shall remain valid.
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4136-9518-1089.8
Section 36.02 Parties Interested Herein. Nothing in this Fourth Supplemental
Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Commission, the Trustee, and the Owners of the 2020 Series C
Second Lien Bonds, any right, remedy or claim under or by reason of this Fourth Supplemental
Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations,
promises and agreements in this Fourth Supplemental Indenture contained by and on behalf of the
Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, and the
Owners.
Section 36.03 Headings Not Binding. The headings in this Fourth
Supplemental Indenture are for convenience only and in no way define, limit or describe the scope
or intent of any provisions or sections of this Fourth Supplemental Indenture.
Section 36.04 Notice Addresses. Except as otherwise provided herein, it shall
be sufficient service or giving of notice, request, complaint, demand or other paper if the same
shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice
Address for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by
notice given hereunder may designate any different addresses to which subsequent notices,
certificates or other communications shall be sent, but no notice directed to any one such entity
shall be thereby required to be sent to more than two addresses.
Section 36.05 Notices to Rating Agencies. The Trustee shall provide notice to
the Rating Agencies of the following events with respect to the 2020 Series C Second Lien Bonds:
(a) Change in Trustee;
(b) Amendments to the Indenture; and
(c) Redemption or defeasance of the 2020 Series C Second Lien Bonds.
Section 36.06 Indenture to Remain in Effect. Save and except as amended
and supplemented by this Fourth Supplemental Indenture, the Master Indenture shall remain in
full force and effect.
Section 36.07 Effective Date of Fourth Supplemental Indenture. This
Fourth Supplemental Indenture shall take effect upon its execution and delivery.
Section 36.08 Execution in Counterparts. This Fourth Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed an original, and
all of which shall constitute but one and the same instrument.
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4136-9518-1089.8
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Supplemental Indenture by their officers thereunto duly authorized as of the day and year first
written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
4136-9518-1089.8
EXHIBIT A
FORM OF 2020 SERIES C SECOND LIEN BOND
No. R-- A- $
Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bond
(Current Interest Obligation), 2020 Series C
INTEREST RATE MATURITY DATE ISSUE DATE
June 1, 20[_] [ ], 2020
REGISTERED OWNER: Cede & Co.
CUSIP
PRINCIPAL AMOUNT: Dollars
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the "Commission"), for value
received, hereby promises to pay (but solely from the Trust Estate as hereinafter referred to) in
lawful money of the United States of America, to the registered owner or registered assigns, on
the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the
principal amount specified above, together with interest thereon until the principal hereof shall
have been paid, at the interest rate per annum specified above based on a 360-day year of twelve
30-day months, payable on December 1, 2020 and semiannually thereafter on June 1 and
December 1 and at maturity or upon the prior redemption thereof (each, an "Interest Payment
Date"). This Bond shall bear interest from the latest of: (i) its Issue Date; (ii) the most recent
Interest Payment Date to which interest has been paid or duly provided for, or (iii) if the date of
authentication of this Bond is after a Record Date but prior to the immediately succeeding Interest
Payment Date, the Interest Payment Date immediately succeeding such date of authentication.
As long as 2020 Series C Bonds are Book -Entry Bonds, principal of and premium, if any,
and interest on the 2020 Series C Bonds shall be payable by wire transfer to the Securities
Depository in lawful money of the United States of America.
If the 2020 Series C Bonds cease to be Book -Entry Bonds, principal of and premium, if
any, on the 2020 Series C Bonds shall be payable when due upon presentation and surrender
thereof at the Principal Office of U.S. Bank National Association, as trustee (the "Trustee") and
interest shall be payable by first class mail on each interest payment date to the registered owners
thereof as of the close of business on the Record Date; provided, however, that the registered owner
of $1,000,000 or more in aggregate principal amount of 2020 Series C Bonds may, at any time
prior to a Record Date, give the Trustee written instructions for payment of such interest on each
succeeding interest payment date by wire transfer. As used herein, "Record Date" means the
fifteenth day (whether or not a Business Day) of the month preceding such Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
"Riverside County Transportation Commission Toll Revenue Second Lien Refunding Bonds" (the
"Bonds"), of the series designated above, all of which are being issued pursuant to the County
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4136-9518-1089.8
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (the "Act"), Article 10 and Article 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) (the "Refunding
Bond Law"), and a Master Indenture, dated as of June 1, 2013 (the "Master Indenture"), as
supplemented, including as supplemented by a Fourth Supplemental Indenture, dated as of April
1, 2020 (the "Fourth Supplemental Indenture"), each between the Commission and the Trustee.
The Master Indenture, as supplemented and amended from time to time pursuant to its terms,
including as supplemented by the Fourth Supplemental Indenture, is hereinafter referred to as the
"Indenture." Said authorized issue of Bonds is not limited in principal amount and consists or may
consist of one or more series of varying denominations, dates, maturities, interest rates and other
provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined
shall have the meaning given such terms in the Indenture.
THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED
SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE
INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND
EXCEPT FROM SUCH TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A
DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION. NEITHER THE
FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OR INTEREST OF
THIS BOND.
Reference is hereby made to the Indenture, the Act and the Refunding Bond Law for a
description of the terms on which the Bonds are issued and to be issued, the provisions with regard
to the nature and extent of the Trust Estate and the rights of the registered owners of the Bonds
and all the terms of the Indenture are hereby incorporated herein and constitute a contract between
the Commission and the registered owner from time to time of this Bond, and to all the provisions
thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees.
Additional Bonds may be issued and other indebtedness may be incurred on a parity with the Series
of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained
in the Indenture.
This Bond is secured by and payable both as to principal and interest, and as to any
premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture,
subject only to the provisions of the Indenture permitting application thereof for the purposes and
on the terms and conditions set forth therein, and the Commission is not obligated to pay this Bond
except from said Trust Estate.
The Bonds of the Series of Bonds of which this Bond is a part shall be subject to redemption
prior to their respective stated maturities, at the option of the Commission, from any source of
available funds, as a whole or in part (and if in part, in such order of maturity as the Commission
shall specify and within a maturity by lot or by such other method as the Trustee determines to be
fair and reasonable and in Authorized Denominations), on any date on or after June 1, 20[ ], at
the principal amount of such Bonds called for redemption, plus accrued interest to the date fixed
for redemption, without premium.
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4136-9518-1089.8
[The Bonds of the Series of Bonds of which this Bond is a part maturing on June 1, 20[ ]
shall be subject to mandatory redemption prior to their stated maturity, in part, from Sinking Fund
Installments required by and as specified in the Indenture, at a redemption price equal to the
principal amount thereof, plus accrued but unpaid interest to the redemption date, without
premium, on June 1, 20[_] and June 1, 20[ ].]
The rights and obligations of the Commission and of the holders and registered owners of
the Bonds of the Series of Bonds of which this Bond is a part may be modified or amended at any
time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in
certain circumstances, for modifications and amendments without the consent of or notice to the
registered owners of Bonds.
This Bond is transferable or exchangeable as provided in the Indenture, only upon the Bond
Register at the Principal Office of the Trustee, by the registered owner hereof in person, or by such
owner's duly authorized attorney, upon surrender of this Bond at the Principal Office of the
Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or such owner's duly authorized attorney, and thereupon a new Bond or Bonds
of the same series, maturity, interest rate, shall be issued to the transferee in exchange therefor as
provided in the Indenture, upon payment of any charges therein prescribed.
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, including receiving payment of, or on account of, the
principal of and premium and interest due hereon.
It is hereby certified and recited that any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the incurring of the indebtedness
evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been
performed in due time, form and manner, as required by the Constitution and statutes of the State
of California, the Act and the Refunding Bond Law, and that this Bond, together with all other
indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit
prescribed by the Constitution and statutes of the State of California and the Act.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
manually signed by the Trustee.
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4136-9518-1089.8
IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives all as of the Issue Date set forth above.
(Seal)
Countersigned:
By:
Chief Financial Officer
A-4
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Chair of the Board of Commissioners
4136-9518-1089.8
[FORM OF CERTIFICATE OF AUTHENTICATION]
This Bond is one of the 2020 Series C Bonds described in the within mentioned Indenture
and was authenticated on the date set forth below.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.
A-5
4136-9518-1089.8
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises
Dated:
Signature:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within Bond in
every particular without alteration or enlargement
or any change whatsoever.
SIGNATURE GUARANTEED:
Notice: Signature must be guaranteed by an
eligible guarantor firm.
A-6
4136-9518-1089.8
EXHIBIT B
NOTICE ADDRESSES
To the Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
or
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
To the Trustee:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust
Telephone: 213-615-6051
Fax: 213-615-6199
To the Rating Agencies:
S&P Global Ratings
55 Water Street, 38th Floor
New York, New York 10041
Telephone: 212-438-2000
Facsimile. 212-438-2157
Email: pubfin_structured@standardandpoors.com
Fitch Ratings
One State Street Plaza
New York, New York 10004
Telephone: L ]
Facsimile. [ ]
Email: [
]
B-1
4136-9518-1089.8
SCHEDULE I — 2013-2 TIFIA SERIES REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Subordinate Bonds, 2013 TIFIA Series
Schedule I-1
4136-9518-1089.8
ATTACHMENT 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) 2020 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
BOND PURCHASE AGREEMENT
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Ladies and Gentlemen:
, 2020
The undersigned, BofA Securities, Inc., as representative (the "Representative"), acting on
behalf of itself and the underwriters listed in Exhibit A hereto, (collectively, the "Underwriters"),
offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the Riverside
County Transportation Commission (the "Commission"), for the purchase by the Underwriters of its
Toll Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable) (the "2020 Series A
Senior Bonds"), its Toll Revenue Senior Lien Refunding Bonds, 2020 Series B (the "2020 Series B
Senior Bonds" and, together with the 2020 Series A Senior Bonds, the "2020 Senior Lien Bonds"),
and its Toll Revenue Second Lien Refunding Bonds, 2020 Series C (the "2020 Series C Second Lien
Bonds"). The 2020 Senior Lien Bonds and the 2020 Series C Second Lien Bonds are referred to
herein collectively as the "Series 2020 Bonds." The 2020 Series B Senior Bonds and the 2020 Series
C Second Lien Bonds are referred to herein as the "2020 Tax -Exempt Bonds."
The Series 2020 Bonds will be issued pursuant to the Master Indenture, dated as of June 1,
2013 (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture,
dated as of June 1, 2013 (the "First Supplemental Indenture"), the Second Supplemental Indenture,
dated as of June 1, 2013 (the "Second Supplemental Indenture"), the Third Supplemental Indenture,
dated as of April 1, 2020 (the "Third Supplemental Indenture"), and the Fourth Supplemental
Indenture, dated as of April 1, 2020 (the "Fourth Supplemental Indenture" and, together with the
Master Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the
Third Supplemental Indenture, the "Indenture"), by and between the Commission and U.S. Bank
National Association, as successor trustee (the "Trustee"), as the same may be amended or
supplemented from time to time in accordance with the terms of the Master Indenture. The offer
made hereby is subject to its written acceptance by the Commission, and delivery of an executed
counterpart of this Purchase Agreement to us at or before 11:59 p.m., California time, on the date
hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice from
the Representative delivered to the Commission's Executive Director or Chief Financial Officer at
any time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and
effect in accordance with its terms and shall be binding upon the Commission and the Underwriters.
/4819-3440-6578v9/200313-0040
All capitalized terms used herein and not otherwise defined shall have the meanings given to such
terms in the Official Statement (as defined herein).
The Underwriters have designated BofA Securities, Inc. as their Representative. The
undersigned represent that they have been duly authorized by the Underwriters to execute this
Purchase Agreement.
The proceeds of the 2020 Series A Senior Bonds will be used to (i) refund all of the
Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A, (ii) fund capitalized
interest on the 2020 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account,
and (iv) pay certain costs of issuance of the 2020 Series A Senior Bonds, as described herein. The
proceeds of the 2020 Series B Senior Bonds will be used to (i) refund a portion of the Commission's
outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series (the "Subordinate TIFIA Bonds")
by prepaying part of the TIFIA Loan Agreement (as defined in the Official Statement), (ii) fund the
required deposit to the 2020 Series B Senior Lien Obligations Reserve Account through a cash
deposit, and (iii) pay certain costs of issuance of the 2020 Series B Senior Bonds, as described
herein. The proceeds of the 2020 Series C Second Lien Bonds will be used to (i) refund a portion of
the Commission's outstanding Subordinate TIFIA Bonds by prepaying part of the TIFIA Loan
Agreement (which, together with the proceeds of the 2020 Series B Senior Bonds, will prepay the
TIFIA Loan Agreement in full), (ii) fund the required deposit to the 2020 Series C Second Lien
Obligations Reserve Account through a cash deposit, and (iii) pay certain costs of issuance of the
2020 Series C Second Lien Bonds, all as more particularly described in the Official Statement.
In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined),
the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement
with Digital Assurance Certification, L.L.C. dated as of April 1, 2020 (the "Continuing Disclosure
Agreement"), to provide certain annual financial information and notices of the occurrence of certain
specified events. A description of this undertaking is set forth in, and a form of the Continuing
Disclosure Agreement is attached as Appendix F to the Preliminary Official Statement and the
Official Statement.
In connection with the refunding of the Toll Revenue Senior Lien Bonds, 2013 Series A, the
Commission and U.S. Bank National Association, as escrow agent (the "Escrow Agent"), will enter
into an Escrow Agreement, dated as of April 1, 2020 (the "Escrow Agreement").
1. On the basis of the representations, warranties and covenants and upon the terms and
conditions set forth in this Purchase Agreement, the Underwriters hereby agree to purchase and the
Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the
Underwriters all (but not less than all) of the Series 2020 Bonds. The Series 2020 Bonds shall be
dated the Closing Date. The Underwriters agree to (i) purchase the 2020 Series A Senior Bonds at
the aggregate purchase price of $ (consisting of the aggregate principal amount of the
2020 Senior Lien Bonds, less $ Underwriters' discount) (ii) and purchase the 2020 Series B
Senior Lien Bonds at the aggregate purchase price of $ (consisting of the aggregate
principal amount of the 2020 Series B Senior Lien Bonds, plus an original issue premium of
$ and less $ Underwriters' discount), and (iii) purchase the 2020 Series C Second
Lien Bonds at the aggregate purchase price of $ (consisting of the aggregate principal
amount of the 2020 Series C Second Lien Bonds, plus an original issue premium of $ and
less $ Underwriters' discount).
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The Series 2020 Bonds mature in the years and principal amounts and bear interest at the
rates, and shall be subject to redemption, all as set forth in Exhibit B hereto and shall be substantially
in the form described in the Indenture, and shall be issued and secured under the provisions of and
shall be payable and subject to redemption as provided in the Indenture.
The Series 2020 Bonds constitute special, limited obligations of the Commission secured by
and payable solely from a first lien on, pledge of, and security interest in the Revenue, which consists
primarily of Toll Revenues of the Toll Road, subject to the provisions of the Indenture permitting the
application thereof for the purposes described therein.
In connection with the issuance of the Bonds, the Commission will enter into the following
agreements: (collectively, the "Bond Documents"):
(i) this Purchase Agreement;
(ii) the Continuing Disclosure Agreement;
(iii) the Indenture;
(iv) the Escrow Agreement;
In connection with the construction and/or operation of the RCTC Express Lanes (as defined
in the Official Statement), the Commission has previously entered into the following agreements
(collectively, the "Existing Agreements"):
(i) the High Profile Project Agreement, dated June 18, 2013, among the
Federal Highway Administration, the Commission and the California Department of Transportation
("Caltrans")(the "HPPA");
(ii) the Cooperative Agreement, dated December 16, 2011, between the
Commission and the Orange County Transportation Authority (the "OCTA/RCTC Cooperative
Agreement");]
(iii) the Toll Facility Agreement, dated May 14, 2012, as amended May 1,
2018 between the Commission and Caltrans (the "Toll Facility Agreement");
(iv) the SR-91 Express Lanes Operating Agreement, dated May 24, 2013,
as amended, including as amended by Amendment No. 5, dated July 1, 2019, by and among the
Commission, OCTA and Cofiroute USA LLC ("Cofiroute") (the "ORCOA")
(v) the Toll Services Provider Agreement, dated January 26, 2017,
between the Commission and Kapsch Inc. ("Kapsch") (the "Toll Services Provider Agreement");
(vi) the Agreement between the Commission and Riverside County, dated
June 5, 2012 (the "Riverside County Agreement"); and
(vii) the Cooperative Agreement, dated November 9, 2011, between the
Commission and the City of Corona (the "Corona Cooperative Agreement").
2. Issue Price.
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(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in
establishing the issue price of the Tax -Exempt Bonds and shall execute and deliver to the
Commission at Closing an "issue price" or similar certificate, substantially in the form attached
hereto as Exhibit F, together with the supporting pricing wires or equivalent communications, with
such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the
Representative, the Commission and Bond Counsel, to accurately reflect, as applicable, the sales
price or prices or the initial offering price or prices to the public of the Tax -Exempt Bonds.
(b) [Except for the Hold -the -Price Maturities (defined below),] the Commission
represents that it will treat the first price at which 10% of each maturity of the Tax -Exempt Bonds
(the "10% Test") is sold to the public as the issue price of that maturity (if different interest rates
apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10%
Test). Maturities with respect to which the 10% Test has been satisfied as of the date of this
Purchase Agreement are referred to herein as "10% Test Maturities." At or promptly after the
execution of this Purchase Agreement, the Representative shall report to the Commission the price or
prices at which the Underwriters have sold to the public each maturity of Bonds.
(c) The Representative confirms that the Underwriters have offered the Bonds to the
public on or before the date of this Purchase Agreement at the offering price or prices (the "initial
offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except
as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Agreement,
the maturities, if any, of the Tax -Exempt Bonds for which the 10% Test has not been satisfied (the
"Hold -the -Price Maturities") and for which the Commission and the Representative, on behalf of the
Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow
the Commission to treat the initial offering price to the public of each such maturity as of the sale
date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -
offering -price rule remains applicable to any maturity of the Tax -Exempt Bonds, the Underwriters
will neither offer nor sell unsold Tax -Exempt Bonds of that maturity to any person at a price that is
higher than the initial offering price to the public during the period starting on the sale date and
ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of
the Tax -Exempt Bonds to the public at a price that is no higher than the initial
offering price to the public.]
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each
third -party distribution agreement (to which the Representative is a party) relating to the
initial sale of the Tax -Exempt Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each Underwriter, each dealer who is a member
of the selling group and each broker -dealer that is a party to such third -party distribution
agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Tax -
Exempt Bonds of each maturity allocated to it until either all Tax -Exempt Bonds of that
maturity allocated to it have been sold or it is notified by the Representative that the 10%
Test has been satisfied as to the Tax -Exempt Bonds of that maturity and (ii) to comply with
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the hold -the -offering -price rule, if applicable, in each case if and for so long as directed by
the Representative and as set forth in the related pricing wires, and
(B) to promptly notify the Representative of any sales of Tax -Exempt Bonds
that, to its knowledge, are made to a purchaser who is a related party to an underwriter
participating in the initial sale of the Tax -Exempt Bonds to the public (each such term being
used as defined below),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer
or broker -dealer, the Representative shall assume that each order submitted by the
Underwriter, dealer or broker -dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating
to the initial sale of the Tax -Exempt Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each Underwriter that is a party to a third -
party distribution agreement to be employed in connection with the initial sale of the Tax -
Exempt Bonds to the public to require each broker -dealer that is a party to such third -party
distribution agreement to (A) report the prices at which it sells to the public the unsold Tax -
Exempt Bonds of each maturity allocated to it until either all Tax -Exempt Bonds of that
maturity allocated to it have been sold or it is notified by the Representative or such
Underwriter that the 10% Test has been satisfied as to the Tax -Exempt Bonds of that
maturity and (B) comply with the hold -the -offering -price rule, if applicable, in each case if
and for so long as directed by the Representative or the Underwriter and as set forth in the
related pricing wires.
The Commission acknowledges that, in making the representations set forth in this section,
the Representative will rely on (i) the agreement of each Underwriter to comply with the
requirements for establishing issue price of the Tax -Exempt Bonds, including, but not limited to, its
agreement to comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt Bonds, as
set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling
group has been created in connection with the initial sale of the Tax -Exempt Bonds to the public, the
agreement of each dealer who is a member of the selling group to comply with the requirements for
establishing issue price of the Tax -Exempt Bonds, including, but not limited to, its agreement to
comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt Bonds, as set forth in a
selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or
dealer who is a member of the selling group is a party to a third -party distribution agreement that was
employed in connection with the initial sale of the Tax -Exempt Bonds to the public, the agreement of
each broker -dealer that is a party to such agreement to comply with the requirements for establishing
issue price of the Tax -Exempt Bonds, including, but not limited to, its agreement to comply with the
hold -the -offering -price rule, if applicable, as set forth in the third -party distribution agreement and
the related pricing wires, and if applicable, certificates in the form attached hereto as Schedule C to
Exhibit F executed by such Underwriter. The Commission further acknowledges that each
Underwriter shall be solely liable for its failure to comply with its agreement to comply with its
agreement regarding the requirements for establishing issue price of the Tax -Exempt Bonds,
including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if
applicable to the Tax -Exempt Bonds, and that no Underwriter shall be liable for the failure of any
other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that
is a party to a third -party distribution agreement, to comply with its corresponding agreement to
comply with the requirements for establishing issue price of the Tax -Exempt Bonds, including, but
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not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Tax -
Exempt Bonds.
(e) The Underwriters acknowledge that sales of any Tax -Exempt Bonds to any person
that is a related party to an underwriter participating in the initial sale of the Tax -Exempt Bonds to
the public (each such term being used as defined below) shall not constitute sales to the public for
purposes of this section. Further, for purposes of this section:
(i)
"public" means any person other than an underwriter or a related party to an
underwriter,
(ii) "underwriter" means (A) any person that agrees pursuant to a written contract
with the Commission (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Tax -Exempt Bonds to the
public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial
sale of the Tax -Exempt Bonds to the public (including a member of a selling
group or a party to a third -party distribution agreement participating in the
initial sale of the Tax -Exempt Bonds to the public),
(iii) a purchaser of any of the Tax -Exempt Bonds is a "related party" to an
underwriter if the underwriter and the purchaser are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or
the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (ii) more than 50% common
ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or
(iii) more than 50% common ownership of the value of the outstanding stock
of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by
one entity of the other), and
(iv) "sale date" means the date of execution of this Purchase Agreement by all
parties.
3. The Commission has delivered or caused to be delivered to the Underwriters prior to
the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated
_, 2020, relating to the Series 2020 Bonds (the "Preliminary Official Statement"). The Commission
ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary
Official Statement, in connection with the sale of the Series 2020 Bonds. The Commission deems
such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the
Securities Exchange Act of 1934 ("Rule 15c2-12") except for information allowed to be omitted by
Rule 15c2-12. Within seven (7) business days from the date hereof and in any event not less than
two days prior to the date of Closing (as defined below), the Commission shall deliver to the
Underwriters a final Official Statement, executed on behalf of the Commission by an authorized
representative of the Commission and dated the date hereof, which shall be in the form of the
Preliminary Official Statement with only those changes necessary to reflect information permitted to
be omitted by paragraph (b)(1) of Rule 15c2-12, and such other amendments or supplements as shall
have been approved by the Commission and the Underwriters and such additional conformed copies
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thereof ( in "designated electronic format," as defined in MSRB Rule G-32) as the Underwriters may
reasonably request in sufficient quantities to comply with Rule 15c2-12 and to meet potential
customer requests for copies of the Official Statement. The Official Statement, including the cover
page, the appendices thereto and all information incorporated therein by reference is hereinafter
referred collectively to as the "Official Statement."
The Representative agrees to (1) provide the Commission with final pricing information on
the Series 2020 Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final
Official Statement, including any supplements prepared by the Commission, and (3) promptly file a
copy of the final Official Statement, including any supplements prepared by the Commission, with
the Municipal Securities Rulemaking Board.
4. The Closing. At 9:00 a.m., California time, on April _, 2020, or at such other time
or on such other date as the Commission and the Representative may agree (the "Closing Date"), the
Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall
deliver, or cause to be delivered, the Series 2020 Bonds in book -entry form through the Trustee via
the F.A.S.T. delivery book -entry system of The Depository Trust Company ("DTC") to the
Underwriters. The Representative, on behalf of the Underwriters, will pay the aggregate purchase
price set forth in paragraph 1 hereof, in immediately available funds to or on the order of the
Commission and accept such delivery. Concurrently with the delivery of the Series 2020 Bonds to
the Underwriters, the Commission will deliver the documents hereinafter mentioned at the offices of
Orrick, Herrington & Sutcliffe LLP, San Francisco, California ("Bond Counsel") or another place to
be mutually agreed upon by the Commission and the Representative. This payment for and delivery
of the Series 2020 Bonds, together with the delivery of the aforementioned documents, is herein
called the "Closing."
5. Representations, Warranties and Covenants. The Commission represents, warrants
and covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to
purchase and accept delivery of the Series 2020 Bonds) that the representations and warranties
contained herein shall be true and correct on the date hereof and at the Closing Date, as if made on
and at the Closing. The Commission so represents and warrants that:
(a) the Commission is, and will be on the date of Closing, a county transportation
commission organized and existing under the laws of the State, with full legal right, power and
authority to cause the execution, sale and delivery of the Series 2020 Bonds, to execute, deliver and
perform its obligations under the Bond Documents and the Existing Agreements, and to carry out and
consummate all other transactions contemplated by each of the aforesaid and to execute and deliver
the Official Statement;
(b) (i) the Preliminary Official Statement, excluding therefrom the information
under the caption "UNDERWRITING" and information concerning DTC and the book -entry system
and information permitted to be omitted from the Preliminary Official Statement under Rule 15c2-12
(collectively, the "POS Excluded Information") as to which no representation or warranties are made
did not as of its date contain any untrue statement of a material fact, or omit to state a material fact
necessary in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading; and (ii) the Preliminary Official Statement, excluding therefrom the
POS Excluded Information does not as of the date of this Purchase Agreement contain any untrue
statement of a material fact, or omit to state a material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading;
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(c) the Official Statement (excluding therefrom the information under the caption
"UNDERWRITING," reoffering prices and yields and information concerning DTC and the
book -entry system (the "OS Excluded Information") as to which no representations or warranties are
made), in the form delivered to the Underwriters, does not, as of the date hereof, and will not at the
time of Closing (if supplemented or amended prior to the Closing, then as so supplemented or
amended), contain any untrue statement of a material fact, or omit to state a material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they were
made, not misleading;
(d) the Series 2020 Bonds, the Indenture, and the Bond Documents conform in
all material respects to the descriptions thereof contained in the Official Statement;
(e) when delivered to and paid for by the Underwriters on the Closing Date in
accordance with the provisions of this Purchase Agreement, the Series 2020 Bonds will have been
duly authorized, executed and delivered and will constitute valid and binding limited obligations of
the Commission in conformity with and entitled to the benefit and security of the Indenture, except as
enforcement of such obligations may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting creditors rights generally,
the application of equitable principles, the exercise of judicial discretion and the limitations on legal
remedies against public entities in the State of California;
(0 the Commission, by all necessary official action prior to or concurrently with
the acceptance hereof, has duly authorized the execution and delivery of the Bond Documents and
the Official Statement, and the Bond Documents, when executed and delivered, assuming due
authorization, execution and delivery by the other parties thereto, will constitute the legally valid and
binding obligations of the Commission enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or affecting creditors' rights generally, the exercise of judicial
discretion and the limitations on legal remedies against public entities in the State;
(g) the Commission is not in breach of or default under any applicable law or
administrative regulation of the State of California or the United States of America or any applicable
judgment, decree, resolution, contract or other instrument or any agreement to which the
Commission is a party or is otherwise subject the breach of which would materially affect its ability
to perform its obligations under the Bond Documents and the Existing Agreements, and the
execution and delivery of the Series 2020 Bonds and the Bond Documents and compliance with the
provisions thereof will not in any material respect conflict with or constitute a material breach of or
default under any applicable law, regulation, decree, writ, order or injunction or any agreement,
resolution, contract or other instrument or any agreement to which the Commission is subject and
which is material to the Commission's ability to perform its obligations under the Bond Documents,
nor will such execution, delivery and compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the properties
or assets of the Commission under the terms of any such law, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as
provided in the Indenture;
(h) at the Closing, the Commission will be in compliance in all respects with the
covenants and agreements contained in the Bond Documents and the Existing Agreements, and no
event of default and no event which, with the lapse of time or giving of notice, or both, would
constitute an event of default thereunder shall have occurred and be continuing;
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(i) no action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, government agency, public board or body of competent jurisdiction, is pending or, to
the best of the Commission's knowledge, threatened against the Commission: (i) in any way
affecting the existence of the Commission or in any way challenging the respective powers of the
several offices or the titles of the officials of the Commission to such offices; or (ii) affecting or
seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the Series 2020 Bonds,
the application of the proceeds of the sale of the Series 2020 Bonds, the levy or collection of tolls on
the Toll Road (as defined in the Indenture), or in any way contesting or affecting, as to the
Commission, the validity or enforceability of the Act, Resolution No. 20-001 of the Commission
adopted on March 11, 2020 (the "Resolution"), the Series 2020 Bonds, the Bond Documents or the
Existing Agreements or contesting the powers of the Commission or its authority with respect to
issuance or delivery of the Series 2020 Bonds or the execution and delivery of the Bond Documents
or contesting the power or authority to operate the RCTC Express Lanes and to fix, impose and
collect tolls on the Toll Road (as defined in the Indenture) or contesting the completeness or accuracy
of the Preliminary Official Statement or the Official Statement, or in any way contesting or
challenging the consummation of the transactions contemplated hereby or thereby or which might
materially adversely affect the ability of the Commission to perform and satisfy its obligations under
the Bond Documents, the Series 2020 Bonds or the Existing Agreements; nor to the best of the
Commission's knowledge is there any basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect
the Act, the Bond Documents, the Existing Agreements or the performance by the Commission of its
obligations thereunder, or the authorization, execution, delivery or performance by the Commission
of the Series 2020 Bonds, the Bond Documents or the Existing Agreements;
(j) under the laws of the State of California, the authority of the Commission to
determine, fix, impose and collect tolls on the Toll Road (as defined in the Indenture) is not subject
to the regulatory jurisdiction of any local, regional, State, or federal regulatory authority, and the
Commission has no actual knowledge of any legislation proposed or pending to limit or restrict such
development impact fees or regulate such tolls;
(k) the Commission will furnish such information, execute such instruments and
take such other action not inconsistent with law in cooperation with the Underwriters which the
Underwriters may reasonably request in order (i) to qualify the Series 2020 Bonds for offer and sale
under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of
the United States as the Underwriters may designate; and (ii) to determine the eligibility of the Series
2020 Bonds for investment under the laws of such states and other jurisdictions, and will continue to
take such action so long as required for distribution of the Series 2020 Bonds; provided, however,
that in no event shall the Commission be required to take any action which would subject it to service
of process in any jurisdiction in which it is not now so subject or be required to register as a dealer or
broker or qualify to do business as a foreign corporation or be subject to any other similar
requirements deemed by the Commission to be unduly burdensome;
(1) all approvals, consents and orders of any governmental authority or agency
having jurisdiction in the matters which would constitute a condition precedent to execution by the
Commission of the Bond Documents and to the issuance of the Series 2020 Bonds have been duly
obtained or made, and are, and will be on the date of Closing, in full force and effect; and the
Commission is not aware of any legal or technical impediments to the timely issuance of all
approvals, consents and orders of any governmental authority or agency having jurisdiction in the
matters which would constitute a condition precedent to the due performance by the Commission of
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its obligations under the Bond Documents and to the operation of the RCTC Express Lanes in a
timely manner;
(m) if, subsequent to the date hereof, and prior to the Closing, an event occurs, or
information becomes known, affecting the Commission which might cause the information in the
Official Statement, as then supplemented or amended, to contain an untrue statement of material fact
or omit to state a material fact necessary to make the statements made therein, in the light of
circumstances under which they were made, not misleading, the Commission shall notify the
Representative thereof, and if in the mutual opinion of the Commission and the Representative such
event requires a supplement or amendment to the Official Statement, the Commission will
supplement or amend the Official Statement in a form and manner approved by the Representative;
(n) for a period of 25 days subsequent to the Closing Date (the "Delivery
Period"), if an event occurs which might or would cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact, or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Commission shall promptly notify the Representative thereof
and if, in the opinion of the Representative, such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the Commission shall prepare and deliver to the
Underwriters (at the Commission's expense for 25 days from the date of the Closing), as many
copies of an amendment or supplement which will correct such statement or omission as the
Underwriters may reasonably request. During the Delivery Period, the Commission shall furnish
such information as the Representative may from time to time reasonably request;
(o) if the Official Statement is amended or supplemented pursuant to paragraph
5(n) hereof, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and
including the Closing Date, the Official Statement as so supplemented or amended (excluding
therefrom the OS Excluded Information, as to which no representations or warranties are made) will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(p) between the date of this Purchase Agreement and the date of Closing, the
Commission will not, without the prior written consent of the Representative, except as disclosed in
the Preliminary Official Statement and the Official Statement and except in the course of normal
business operations of the Commission, offer or issue any bonds, notes or other obligations for
borrowed money, or incur any material liabilities, direct or contingent;
(q) during the last five years, the Commission has not failed to comply in all
material respects with any previous undertaking relating to continuing disclosure of information
pursuant to Rule 15c2-12;
(r) the Commission received notice of any material default on the part of the
Commission from any of the counterparties to the Existing Agreements;
(s) the financial statements of the RCTC 91 Express Lanes Fund as of June 30,
2019 fairly represent the revenues, expenditures, assets, liabilities and fund balances of such amounts
and, insofar as presented, other funds of the Commission as of the dates and for the periods therein
set forth. Except as disclosed in the Official Statement, there has not been any materially adverse
change in the financial condition of the RCTC 91 Express Lanes Fund or in the operations of the
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RCTC Express Lanes since June 30, 2019 and there has been no occurrence, circumstance or
combination thereof which is reasonably expected to result in any such materially adverse change;
and
(t) any certificates executed by any officer of the Commission and delivered to
the Underwriters pursuant hereto shall be deemed a representation and warranty of the Issuer as to
the accuracy of the statements therein made.
6. The Representative, on behalf of themselves and the Underwriters, has entered into
this Purchase Agreement in reliance upon the representations and warranties of the Commission
contained herein and the representations and warranties to be contained in the documents and
instruments to be delivered at the Closing and upon the performance by the Commission of its
obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the
Underwriters' obligations under this Purchase Agreement to purchase, to accept delivery of and to
pay for the Series 2020 Bonds shall be subject, at the sole option of the Representative, to the
accuracy in all material respects of the representations and warranties of the Commission contained
herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the
officers and other officials of the Commission made in any certificate or other document furnished
pursuant to the provisions hereof, to the performance by the Commission of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing Date, and
to the following additional conditions:
(a) Prior to the Closing, the Bond Documents shall have been duly authorized,
executed and delivered and simultaneously with Closing the Series 2020 Bonds shall have been duly
authorized, executed and delivered and none of such documents shall have been amended, modified
or repealed, except to the extent to which the Representative has given their written consent;
(b) At the time of Closing, all official action of the Commission relating to the
Bond Documents required prior to or concurrently with the delivery of the Series 2020 Bonds, shall
be in full force and effect and shall not have been amended, modified, supplemented or repealed in
any material respect, and all of the representations of the Commission contained in this Purchase
Agreement shall be true and correct as if made at the time of Closing;
(c) At the time of Closing, the Commission shall have made timely payment of
principal and/or interest when due on all of its respective outstanding bonds, notes or other
obligations;
(d) As of the date hereof and at Closing, trading of securities in general shall not
have been suspended on any national securities exchange; nor shall any proceeding be pending or
threatened by the Securities and Exchange Commission against the Commission;
(e) Subsequent to the date hereof, up to and including the Closing, there shall not
have occurred any change in or particularly affecting the Commission, the Act, the RCTC Express
Lanes, the Series 2020 Bonds or the Bond Documents as the foregoing matters are described in the
Official Statement, which in the reasonable professional judgment of the Underwriters materially
impairs the investment quality of the Series 2020 Bonds;
(f) The Commission shall perform, or have performed at or prior to the time of
the Closing, all of its obligations required under or specified in the Bond Documents, as amended to
the date of Closing, to be performed at or prior to the Closing;
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(g) At or prior to the Closing, the Underwriters shall receive, among other items,
the following, in each case reasonably satisfactory in form and substance to the Representative and
Underwriters' Counsel:
(i) Executed copies of each of the Bond Documents and specimen copies
of the Series 2020 Bonds;
(ii) The approving opinion of Bond Counsel, substantially in the form
attached to the Preliminary Official Statement and the Official Statement as Appendix E;
(iii) A supplemental opinion of Bond Counsel, addressed to the
Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii)
hereof as though addressed to them and to the following effect:
(A) The information contained in the Official Statement in the
sections entitled "THE 2020 BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE
2020 BONDS," "TAX MATTERS," "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS
OF THE INDENTURE" and "APPENDIX H — PROPOSED FORM OF BOND COUNSEL
OPINION" insofar as such information purports to summarize certain provisions of the Indenture and
such counsel's opinion relating to the tax exemption of interest on the Series 2020 Bonds, are
accurate in all material respects; and
(B) The Series 2020 Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended;
(iv) The opinion of Norton Rose Fulbright US LLP ("Disclosure
Counsel") addressed to the Underwriters, to the effect that while they have not independently verified
the accuracy or fairness of the statements and representations set forth in the Official Statement or
referred to therein or the financial statements and the appendices thereto, as a result of their
participation in the preparation of the Preliminary Official Statement and the Official Statement and
their review of certain documents referred to therein: (I) no facts have come to the attention of the
personnel in the firm directly involved in rendering legal advice and assistance in connection
therewith which gives them cause to believe that the Preliminary Official Statement (except for
information permitted to be excluded therefrom pursuant to Rule 15c2-12, the financial statements
and other financial and statistical data included therein, forecasts, projections, estimates, assumptions
and expressions of opinion, statements relating to DTC, Cede & Co. and the book -entry system and
statements contained in in Appendices A, B, C and G thereto, as to which no view need to be
expressed) as of its date contained, or as of the date hereof contains, any untrue statement of a
material fact or omitted or omits to state any material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not misleading; and (II)
no facts have come to the attention of the personnel in the firm directly involved in rendering legal
advice and assistance in connection therewith which gives them cause to believe that the Official
Statement (except for the financial statements and other financial and statistical data included therein,
forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to
DTC, Cede & Co. and the book -entry system and statements contained in in Appendices A, B, C and
G thereto, as to which no view need to be expressed), as of its date contained, or as of the Closing
Date contains, any untrue statement of a material fact or omitted or omits to state any material fact
necessary in order to make the statements contained therein, in light of the circumstances under
which they were made, not misleading;
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(v) An opinion, dated the date of the Closing and addressed to the Trustee
and the Underwriters, of Best, Best & Krieger LLP, General Counsel to the Commission, in
substantially the form attached hereto as Exhibit C;
(vi) a certificate or certificates, dated the Closing Date, signed by a duly
authorized official of the Commission to the effect that, to the best of such official's knowledge,
(i) the representations and warranties of the Commission contained in this Purchase Agreement are
true and correct on and as of the Closing Date with the same effect as if made on the Closing Date;
(ii) no event affecting the Commission has occurred since the date of the Official Statement which
has the effect of causing the Official Statement (excluding the OS Excluded Information) to contain
any untrue statement of a material fact or to omit to state a material fact necessary in order to make
the statements and information therein, in light of the circumstances under which they were made,
not misleading; (iii) the Commission has, and at the time of the Closing will have, full legal right,
power and authority (A) to adopt the Resolution, (B) to sell and deliver the Series 2020 Bonds to the
Underwriters pursuant to the Constitution and laws of the State, (C) to issue the Series 2020 Bonds,
(D) to pledge the Toll Revenues to the payment of the Series 2020 Bonds and (E) to carry out and to
consummate the transactions contemplated by, and to perform all of its obligations under, the
Resolution, the Bond Documents, the Series 2020 Bonds and the Official Statement; (iv) the
Commission has (A) duly authorized and approved the Official Statement, (B) duly authorized and
approved the execution and delivery of, and performance by the Commission of its obligations under,
the Series 2020 Bonds and the Bond Documents, (C) duly adopted the Bond Resolution and (D) duly
authorized and approved the use of the proceeds of the sale of the Series 2020 Bonds, as
contemplated by the Official Statement; (v) at or prior to the time and date of the Closing, the Series
2020 Bonds will have been duly executed and delivered by the Commission, and each of them and
the Bond Documents will constitute legal, valid and binding obligations of the Commission
enforceable against the Commission in accordance with their respective terms, except to the extent
that the enforceability may be limited by bankruptcy, insolvency, arrangement, moratorium or other
laws affecting the rights of creditors generally, equitable remedies, judicial discretion and the
limitations on legal remedies against local transportation authorities in the State; (vi) the Resolution,
the Bond Documents and the Series 2020 Bonds conform in all material respects to the descriptions
thereof in the Preliminary Official Statement and the Official Statement; (vii) the financial data
relating to the RCTC Express Lanes and the financial statements of the RCTC 91 Express Lanes
Fund contained in the Preliminary Official Statement and the Official Statement present fairly the
financial condition and results of the operation of the RCTC Express Lanes at the dates and for the
periods therein specified and such financial data relating to the RCTC Express Lanes and the
financial statements of the RCTC 91 Express Lanes Fund contained in the Preliminary Official
Statement and the Official Statement are presented in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the audited financial statements of
the RCTC 91 Express Lanes Fund except as otherwise specifically noted in the Preliminary Official
Statement and the Official Statement; (viii) no litigation of any nature is now pending or, to the best
of the Commission's knowledge, threatened against the Commission in any court or before any
governmental agency of competent jurisdiction: (A) restraining or enjoining, or seeking to restrain or
enjoin, the issuance, sale, execution or delivery of the Series 2020 Bonds; or (B) in any way
contesting or affecting (1) the validity or enforceability of the Series 2020 Bonds, or (2) any
proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the Series
2020 Bonds, or (3) adoption of the Resolution or the execution and delivery of the Bond Documents,
or (4) the authority of the Commission to establish, impose and collect tolls on the Toll Road (as
defined in the Indenture), or (5) the pledge of Revenues effected by the Indenture, as described in the
Preliminary Official Statement and the Official Statement, or (6) the proceedings authorizing and
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approving the levy or collection of tolls on the Toll Road (as defined in the Indenture), or (7) the
existence or powers of the Commission; or (C) in any manner questioning (1) the proceedings or
authority for the issuance of the Series 2020 Bonds, or (2) any provision made or authorized for the
payment of the Series 2020 Bonds, or (3) the existence or operations of the Commission, or (4) the
power of the Commission to issue the Series 2020 Bonds, or (5) the power of the Commission to
undertake any other transactions necessary in connection with this proposed financing; or (D) which
would have a material adverse effect upon the operations of the Commission relating to the Series
2020 Bonds or to the contemplated use of the proceeds thereof; (ix) none of the Commission's
proceedings or authority for the issuance, sale, execution and delivery of the Series 2020 Bonds, or
the adoption of the Resolution as described in the Preliminary Official Statement and the Official
Statement has been repealed, modified, amended, revoked or rescinded; (x) no approval, permit,
consent or authorization of any governmental or public agency, authority or person having
jurisdiction over the Commission not already obtained and no proceedings not already had are
required in connection with the issuance and sale of the Series 2020 Bonds or the application of the
proceeds of the sale thereof, or, except as described in the Preliminary Official Statement and the
Official Statement, the performance by the Commission of its obligations under the Bond Documents
and the Series 2020 Bonds; (xi) there is no material adverse change in the condition or affairs of the
Commission that would make it unreasonable for the Underwriters or other purchasers of the Series
2020 Bonds to rely upon the Official Statement in connection with the resale of the Series 2020
Bonds, and the Underwriters are hereby authorized to distribute copies of the Official Statement in
connection with the resale of the Series 2020 Bonds; and (xii) the Commission has complied with all
the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to
the date of issuance of the Series 2020 Bonds with respect to the issuance of the Series 2020 Bonds;
(vii) A certificate, dated the Closing Date, signed by a duly authorized
official of the Trustee, that:
(A) the Trustee is a national banking association organized and
existing under and by virtue of the laws of the United States of America, having the full power and
being qualified to enter into the Indenture and the Escrow Agreement and perform its duties under
the Indenture, the Escrow Agreement and the Continuing Disclosure Agreement (together, the
"Trustee Documents");
(B) the Trustee is duly authorized to enter into the Indenture and
the Escrow Agreement and the Trustee has duly executed and delivered the Indenture and the Escrow
Agreement;
(C) the execution and delivery of the Indenture and compliance
with the provisions on the Trustee's part contained in the Trustee Documents, will not conflict with
or constitute a breach of or default under any law, administrative regulation, judgment, decree,
material agreement or material instrument to which Trustee is a party or is otherwise subject (except
that no representation, warranty or agreement is made with respect to any federal or state securities or
blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of the properties or assets held by the Trustee pursuant to the Indenture under
the terms of any such law, administrative regulation, judgment, decree, material agreement or
material instrument, except as provided by the Trustee Documents;
(D) to the knowledge of the Trustee, it has not been served with
any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
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governmental agency, public board or body, nor is any such action or other proceeding threatened
against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee,
or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the
collection of Toll Revenues to be applied to pay the principal, premium, if any, and interest on the
Series 2020 Bonds, or the pledge thereof, or in any way contesting or affecting the validity or
enforceability of the Indenture or the Escrow Agreement against the Trustee, or contesting the
powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the
foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the
validity or enforceability of the Indenture or the Escrow Agreement; and
(E) the Trustee will apply the proceeds from the Series 2020
Bonds as provided in the Indenture;
(viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in
form and substance satisfactory to the Representative, to the effect that the Trustee is a national
banking association with due power and authority to execute the Indenture and the Escrow
Agreement, that the Trustee has duly authenticated the Series 2020 Bonds and that the Indenture and
the Escrow Agreement are in effect and are valid and binding upon the Trustee;
(ix) a copy of the Official Statement, executed on behalf of the
Commission by a person duly authorized to sign on behalf of the Commission;
(x) a certified copy of the general resolution or resolutions of the Trustee
authorizing the execution and delivery of the Indenture and the Series 2020 Bonds;
(xi) certified copies of the resolution or resolutions of the Commission
authorizing the execution and delivery of the Bond Documents;
(xii) evidence that the Commissions obligations under the TIFIA Loan
Agreement have been paid in full;
(xiii) the opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, counsel to the Underwriters, dated the date of the Closing and addressed to the
Underwriters, in form and substance satisfactory to the Representative;
(xiv) a copy of the Blue Sky Memorandum with respect to the Series 2020
Bonds, prepared by Underwriters' Counsel;
(xv) A tax certificate relating to the 2020 Tax -Exempt Bonds in form
satisfactory to Bond Counsel and the Representative;
(xvi) A copy of the Notices of Sale required to be delivered to the
California Debt Investment and Advisory Commission pursuant to Sections 8855(g) and 53583 of the
California Government Code;
(xvii) Evidence that any ratings on the Series 2020 Bonds described in the
Preliminary Official Statement and the Official Statement are in full force and effect as of the date of
the Closing;
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(xviii) A copy of the RCTC 91 Express Lanes Investment Grade Updated
Study — Investment Grade Study Refresh 2018," dated November 27, 2018, of Stantec Consulting
Services Inc. (the "Traffic and Revenue Consultant")as supplemented by Stantec's Supplemental
Letter dated February _, 2020 (together, the "Updated Study"), as set forth in Appendix B to the
Official Statement;
(xix) A certificate of the Traffic and Revenue Consultant, executed by an
authorized signatory of the Traffic and Revenue Consultant and dated the Closing Date, to the effect
that:
(A) The Traffic and Revenue Consultant has been retained by the
Commission to prepare the Updated Study;
(B) The Traffic and Revenue Consultant consents to the inclusion
of the Updated Study as an appendix to the Preliminary Official Statement, and to the inclusion of
the Updated Study as an appendix to the Official Statement;
(C) The Traffic and Revenue Consultant has expertise in the
matters addressed in the Updated Study and acknowledges that the Commission and the Underwriters
have relied on such expertise in connection with obtaining credit ratings on the Series 2020 Bonds
and the offering and sale of the Series 2020 Bonds to the purchasers of the Series 2020 Bonds;
(D) The factual information in the Updated Study is true and
accurate in all material respects, and the Traffic and Revenue Consultant believes that the
conclusions set forth in the Updated Study were reasonable as of the date of the Updated Study and
continue to be reasonable as of the date hereof (subject to the assumptions and qualifications set forth
in the Updated Study);
(E) The Traffic and Revenue Consultant is not aware of any plan,
event, or circumstance occurring after [DATE OF REPORT], and before the date hereof that would
cause it believe that the conclusions set forth in the Updated Study are no longer reasonable; and
(F) The Traffic and Revenue Consultant consents to the inclusion
in the Preliminary Official Statement and the Official Statement of information from the Updated
Study under the caption "TRAFFIC AND REVENUE ESTIMATES" and the Traffic and Revenue
Consultant has reviewed that information and agrees that it was accurately excerpted from the
Updated Study;
(xx) A copy of the Engineer's Technical Report ("Technical Report") of
Parsons Transportation Group Inc. (the "Express Lanes Engineer"), as set forth in Appendix C to the
Official Statement;
(xxi) A certificate of the Express Lanes Engineer, executed by an
authorized signatory of the Express Lanes Engineer and dated the Closing Date, to the effect that:
(A) The Express Lanes Engineer has been retained by the
Commission to prepare the Technical Report;
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(B) The Express Lanes Engineer consents to the inclusion of the
Technical Report as an appendix to the Preliminary Official Statement, and to the inclusion of the
Technical Report as an appendix to the Official Statement;
(C) The Express Lanes Engineer has expertise in the matters
addressed in the Technical Report and acknowledges that the Commission and the Underwriters
have relied on such expertise in connection with obtaining credit ratings on the Series 2020 Bonds
and the offering and sale of the Series 2020 Bonds to the purchasers of the Series 2020 Bonds;
(D) The Express Lanes Engineer believes that the factual
information in the Technical Report is true and accurate in all material respects, and the Express
Lanes Engineer believes that based on the facts, conditions and statements set forth in the Technical
Report, the conclusions set forth in the Technical Report were reasonable as of the date of the
Technical Report and to the best of its knowledge continue to be reasonable as of the date hereof
(subject to the assumptions and qualifications set forth in the Technical Report, including any
disclaimers set forth therein);
(E) The Express Lanes Engineer is not aware of any plan, event,
or circumstance occurring after [DATE OF REPORT] date hereof that would cause it believe that the
conclusions set forth in the Technical Report are no longer reasonable; and
(F) The Express Lanes Engineer consents to the inclusion in the
Preliminary Official Statement and the Official Statement of information from the Technical Report
under the captions "THE RCTC 91 EXPRESS LANES,' "OPERATION AND MAINTENANCE OF
THE RCTC 91 EXPRESS LANES," and "ENGINEER'S TECHNICAL REPORT" and the Express
Lanes Engineer has reviewed that information and agrees that it is consistent with the information in
the Technical Report;
(xxii) A certificate of Cofiroute, executed by a duly authorized official of
Cofiroute, to the effect that, to the best of such official's knowledge:
(A) Cofiroute has full legal right, power and authority to execute
and enter into the ORCOA, and to carry out and to consummate the transactions contemplated by,
and to perform all of its obligations thereunder;
(B) Cofiroute has duly authorized and approved the execution and
delivery of, and performance by Cofiroute of its obligations under the ORCOA;
(C) the ORCOA has been duly executed and delivered by
Cofiroute, and constitutes the legal, valid and binding obligation of Cofiroute enforceable against
Cofiroute in accordance with its terms, except to the extent that the enforceability may be limited by
bankruptcy, insolvency, arrangement, moratorium or other laws affecting the rights of creditors
generally, equitable remedies and judicial discretion;
(D) no litigation of any nature is now pending or, to the best of
Cofiroute's knowledge, threatened in any court or before any governmental agency of competent
jurisdiction restraining or enjoining, or seeking to restrain or enjoin execution or delivery of the
ORCOA or in any way contesting or affecting the validity or enforceability of the ORCOA;
17
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(E) no approval, permit, consent or authorization of any
governmental or public agency, authority or person having jurisdiction over Cofiroute not already
obtained and no proceedings not already had are required in connection with the execution and
delivery of the ORCOA, or the performance by Cofiroute of its obligations under the ORCOA and
(F) Cofiroute is not aware of the existence of any event of default
under the ORCOA, or the occurrence of any event which by notice, the passage of time or otherwise
would constitute any such event of default;
(xxiii) An opinion of counsel to Cofiroute, addressed to the Commission and
the Representative, in substantially the form set forth in Exhibit D hereto
(xxiv) A certificate of Kapsch, executed by a duly authorized official of
Kapsch, to the effect that, to the best of such official's knowledge:
(A) Kapsch has full legal right, power and authority to execute
and enter into the Toll Services Provider Agreement, and to carry out and to consummate the
transactions contemplated by, and to perform all of its obligations thereunder;
(B) Kapsch has duly authorized and approved the execution and
delivery of, and performance by Kapsch of its obligations under the Toll Services Provider
Agreement;
(C) the Toll Services Provider Agreement has been duly executed
and delivered by Kapsch, and constitutes the legal, valid and binding obligation of Kapsch
enforceable against Kapsch in accordance with its terms, except to the extent that the enforceability
may be limited by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the
rights of creditors generally, equitable remedies and judicial discretion;
(D) no litigation of any nature is now pending or, to the best of
Kapsch's knowledge, threatened in any court or before any governmental agency of competent
jurisdiction restraining or enjoining, or seeking to restrain or enjoin execution or delivery of the Toll
Services Provider Agreement or in any way contesting or affecting the validity or enforceability of
the Toll Services Provider Agreement;
(E) no approval, permit, consent or authorization of any
governmental or public agency, authority or person having jurisdiction over Kapsch not already
obtained and no proceedings not already had are required in connection with the execution and
delivery of the Toll Services Provider Agreement, or the performance by Kapsch of its obligations
under the Toll Services Provider Agreement and
(F) Kapsch is not aware of the existence of any event of default
under the Toll Services Provider Agreement, or the occurrence of any event which by notice, the
passage of time or otherwise would constitute any such event of default;
(xxv) An opinion of counsel to Kapsch, addressed to the Commission and
the Representative, in substantially the form set forth in Exhibit E hereto
(xxvi) A copy of the Blanket Letter of Representation to DTC relating to the
Series 2020 Bonds signed by DTC and the Commission;
18
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(xxvii) An executed copy of the Continuing Disclosure Agreement;
(xxviii)A copy of the report of Causey Demgen & Moore P.C., as to the
accuracy of certain mathematical computations in connection with the refunding of the Toll Revenue
Senior Lien Bonds, 2013 Series A; and
(xxix) Such additional certificates, legal opinions of Bond Counsel,
Disclosure Counsel or other counsel and such other instruments or documents as Underwriters'
Counsel, Disclosure Counsel or Bond Counsel reasonably request to evidence the truth and accuracy
as of the date hereof and as of the Closing Date of information contained in the Official Statement
and the representations and warranties contained herein and in the Official Statement and the due
satisfaction as or prior to the Closing Date of all conditions then to be satisfied in connection with the
transaction contemplated hereby.
7. To the extent permitted by law, the Commission agrees to indemnify and hold
harmless the Underwriters and each person, if any, who controls (within the meaning of Section 15
of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934,
as amended) the Underwriters and the officers, agents and employees of the Underwriters (each such
person, an "Indemnified Party") against any and all losses, claims, damages, liabilities and expenses
arising out of any untrue statement of a material fact contained in the Preliminary Official Statement
(other than of the POS Excluded Information) or the Official Statement (other than of the OS
Excluded Information) or the omission to state in the Preliminary Official Statement (other than
omissions in the POS Excluded Information) or the Official Statement (other than omissions in the
OS Excluded Information) a material fact necessary to make the statements therein relating to the
Commission, in the light of the circumstances under which they were made, not misleading.
The Commission shall not be liable for any settlement of any such action effected without its
consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled
with the consent of the Commission or if there be a final judgment for the plaintiff in any such action
against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold
harmless such Indemnified Party to the extent provided herein.
In case any claim shall be made or action brought against an Indemnified Party for which
indemnity may be sought against the Commission, as provided above, the Underwriters shall
promptly notify the Commission in writing setting forth the particulars of such claim or action and
the Commission shall assume the defense thereof, including at its option the retaining of counsel
acceptable to the Underwriters and including the payment of all expenses. The Indemnified Party
shall not have the right to retain separate counsel unless (i) the Commission shall have specifically
authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party
and one or more legal defenses may be available to it which may not be available to the Commission,
in which case the Commission shall not be entitled to assume the defense of the suit but the
Underwriters shall bear the fees and expenses of such counsel.
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Commission, its employees and its officers, but only with reference to liability in connection with
false statements and information in the Preliminary Official Statement and the Official Statement
furnished to the Commission in writing by such Underwriter for inclusion in the Preliminary Official
Statement and the Official Statement. The Commission acknowledges that the only information
provided by the Underwriters for inclusion in the Preliminary Official Statement was the information
contained under the caption "UNDERWRITING" and the only information provided by the
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Underwriters for inclusion in the Official Statement was the principal amount, interest rates, prices
and yields and redemption prices set forth on the inside cover of the Official Statement and the
information contained under the caption "UNDERWRITING".
8. The Underwriters shall have the right to cancel their obligation hereunder to purchase
the Series 2020 Bonds (and such cancellation shall not constitute a default hereunder by the
Underwriters) by the Representative notifying you in writing of its election to do so between the date
hereof and the Closing, if at any time hereafter and prior to the Closing:
(i) any event occurring, or information becoming known that, in the
reasonable judgment of the Representative, makes untrue any statement of a material fact contained
in the Official Statement or results in an omission of a material fact necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading; or
(ii) an amendment to the Constitution of the United States of America or
by any legislation in or by the Congress of the United States of America or by the State of California,
or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of
the United States of America, or the recommendation to Congress or endorsement for passage (by
press release, other form of notice or otherwise) of legislation by the President of the United States of
America, the Treasury Department of the United States of America, the Internal Revenue Service or
the Chairman or ranking minority member of the Committee on Finance of the United States Senate
or the Committee on Ways and Means of the United States House of Representatives, or the proposal
for consideration of legislation by either such Committee or by any member thereof, or the
presentment of legislation for consideration as an option by either such Committee, or by the staff of
the Joint Committee on Taxation of the Congress of the United States of America, or the favorable
reporting for passage of legislation to either House of the Congress of the United States of America
by a Committee of such House to which such legislation has been referred for consideration, or any
decision of any federal or State of California court or any ruling or regulation (final, temporary or
proposed) or official statement on behalf of the United States Treasury Department, the Internal
Revenue Service or other federal or State of California authority materially adversely affecting, in the
reasonable judgment of the Representative, the federal or State of California tax status of the
Commission, or the status of the interest on bonds or notes or obligations of the general character of
the 2020 Tax -Exempt Bonds; or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, department or agency of the State of California, or a decision
by any court of competent jurisdiction within the State of California or any court of the United States
of America shall be rendered which, in the reasonable opinion of the Representative, materially
adversely affects the market price or marketability of the Series 2020 Bonds; or
(iv) legislation shall be enacted by the Congress of the United States of
America, or a decision by a court of the United States of America shall be rendered, or a stop order,
ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission
or any other governmental agency having jurisdiction of the subject matter shall be issued or made to
the effect that the execution, delivery, offering or sale of obligations of the general character of the
Series 2020 Bonds, or the execution, delivery, offering or sale of the Series 2020 Bonds, including all
underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would
be in violation of, or that obligations of the general character of the Series 2020 Bonds, or the Series
2020 Bonds, are not exempt from registration under, any provision of the federal securities laws,
20
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including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to
be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) the imposition by the New York Stock Exchange or other national
securities exchange or any governmental authority or any material restrictions not now in force with
respect to the Series 2020 Bonds or obligations of the general character of the Series 2020 Bonds or
securities generally or the material increase of any such restrictions now in force, including those
relating to the extension of credit by or the charge to the net capital requirements of, the
Underwriters, which, in the reasonable opinion of the Representative, materially adversely affects the
market price or marketability of the Series 2020 Bonds; or
(vi) the declaration of a general banking moratorium by federal, New
York or California authorities or a major financial crisis or a material disruption in commercial
banking or securities settlement or clearances services shall have occurred, or the general suspension
of trading or minimum or maximum prices for trading shall have been fixed and be in force or
maximum ranges or prices for securities shall have been required and be in force on the New York
Stock Exchange on any national securities exchange by a determination by that exchange or by order
of the Securities and Exchange Commission or any other governmental agency having jurisdiction,
which, in the reasonable opinion of the Representative, materially adversely affects the market price
or marketability of the Series 2020 Bonds; or
(vii) any new outbreak or escalation of hostilities, declaration by the
United States of America of a national emergency or war or other calamity or crisis affecting the
financial markets which, in the reasonable opinion of the Representative, materially adversely affects
the market price or marketability of the Series 2020 Bonds; or
(viii) the ratings on the Series 2020 Bonds as set forth in the Official
Statement shall have been withdrawn or reduced, placed on credit watch, assigned a negative outlook
or announced to be under review by a rating agency, which, in the Representative's reasonable
opinion, materially adversely affects the market price or marketability of the Series 2020 Bonds; or
(ix) the commencement of any action, suit or proceeding described in
Section 5(i) hereof which, in the reasonable judgment of the Representative, materially adversely
affects the market price of the Series 2020 Bonds; or
(x) there shall be in force a general suspension of trading on the New
York Stock Exchange; or
(xi) a material adverse change has occurred or becomes known in the
operations or finances of the Commission.
9. The Underwriters shall be under no obligation to pay and the Commission shall pay
or cause to be paid from the proceeds of the Series 2020 Bonds or other funds available to it the
expenses incident to the performance of the obligations of the Commission hereunder, including but
not limited to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds and
the Official Statement in reasonable quantities and all other documents or the cost of recording and
filing such documents (other than as set forth in the next succeeding paragraph) prepared in
connection with the transactions contemplated hereby; (b) the fees and disbursements of the Trustee,
in connection with the execution, sale and delivery of the Series 2020 Bonds; (c) the fees and
disbursements of the Bond Counsel, Disclosure Counsel, General Counsel, and any other experts or
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consultants retained by the Commission in connection with the transactions contemplated hereby;
(d) the costs related to obtaining ratings on the Series 2020 Bonds.
The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees;
(b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all
advertising expenses in connection with the public offering of the Series 2020 Bonds; (d) the fees
and expenses of Underwriters' Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the
Underwriters with respect to the Series 2020 Bonds by the Municipal Securities Rulemaking Board
or the Financial Industry Regulatory Authority. To the extent not otherwise reimbursed in -full by the
Commission pursuant to the preceding paragraph of this Section, the Commission acknowledges that
a portion of the Underwriters' discount is intended to reimburse the Underwriters for incidental
expenses (including, but not limited to, transportation, lodging and meals of Commission and
Underwriter personnel) incurred by the Underwriters (on their own behalf and/or on behalf of
Underwriter personnel and Commission personnel and advisors, as applicable) in connection with the
consummation of the transaction contemplated by this Purchase Agreement.
10. No covenant or agreement contained in this Purchase Agreement shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall
such persons be liable personally under this Purchase Agreement or be subject to any personal
liability or accountability solely by reason of the execution of this Purchase Agreement or solely by
reason of the breach or attempted alleged breach hereof by the Commission.
11. Any notice to be given to the Commission under this Purchase Agreement may be
given by delivering the same to the office thereof c/o Riverside County Transportation Commission,
*4080 Lemon Street, 3id Floor, Riverside, CA 92501 or P.O. Box 12008, Riverside, California 92502,
and any such notice to be given to the Representative or the Underwriters may be given by delivering
the same to BofA Securities, Inc., 333 S. Hope Street, Suite 2310, Mail Code: CA9-193-23-04, Los
Angeles, CA 90071, Attention: Kevin O'Brien.
12. The Commission hereby authorizes the Official Statement and the information therein
contained to be used by the Underwriters in connection with the public sale of the Series 2020
Bonds.
13. This Purchase Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.
14. The representations and warranties of the Commission set forth in or made pursuant
to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise
rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of
any investigations or statements as to the results thereof made by or on behalf of the Underwriters
and regardless of delivery of and payment for the Series 2020 Bonds.
15. This Purchase Agreement, when accepted by the Commission, shall constitute the
entire agreement between the Commission and the Underwriters and is made solely for the benefit of
the Commission and the Underwriters (including the successors of the Underwriters). No other
person shall acquire or have any right hereunder by virtue hereof, except as provided herein.
* Street address is for non -postal delivery. P.O. Box for postal (US mail) delivery.
22
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16. This Purchase Agreement is made solely for the benefit of the Commission and the
Underwriters (including the successors thereof), and no other person, partnership or association shall
acquire or have any right hereunder or by virtue hereof. All representations and agreements by the
Commission in this Purchase Agreement shall remain operative and in full force and effect except as
otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters
and shall survive the issuance of and payment of the Series 2020 Bonds.
17. This Purchase Agreement may be executed simultaneously in several counterparts
each of which shall be an original and all of which shall constitute but one and the same instrument.
18. The Representative, in its sole discretion, may waive any condition or requirement
imposed upon the Commission as set forth in this Purchase Agreement.
19. The Commission acknowledges and agrees that: (i) the primary role of the
Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm's-length
commercial transaction between the Commission and the Underwriters and that the Underwriters
have financial and other interests that differ from those of the Commission; (ii) in connection
therewith and with the discussions, undertakings and procedures leading up to the consummation of
such transaction, the Underwriters are and have been acting solely as principals and are not acting as
the municipal advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters
have not assumed an advisory or fiduciary responsibility in favor of the Commission with respect to
the offering contemplated hereby or the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters have provided other services or are currently providing
other services to the Commission on other matters); and (iv) the Commission has consulted its own
legal, municipal, financial and other advisors to the extent it has deemed appropriate.
20. This Purchase Agreement shall become effective upon the execution of the
acceptance hereby by the Commission, and shall be valid and binding and enforceable as of the time
of such acceptance.
21. The rights and obligations created by this Purchase Agreement shall not be subject to
assignment by the Underwriters or the Commission without the prior written consent of the other
parties hereto.
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22. In case any one or more of the provisions, contained herein shall for any reason be
held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not effect any other provisions hereof.
23. The validity, interpretation, and performance of this Purchase Agreement shall be
governed by the laws of the State of California.
Very truly yours,
BOFA SECURITIES, INC., on behalf of itself and as
Representative of the Underwriters
By:
Authorized Representative
The foregoing is hereby agreed to and
accepted as of the date first above written:
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Authorized Representative
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EXHIBIT A
UNDERWRITERS
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Siebert Williams Shank & Co., LLC
Wells Fargo Bank, NA
A-1
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EXHIBIT B
MATURITY SCHEDULE
$
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable)
Maturity Date Principal
(June 1) Amount Interest Rate Yield
Price
$
% Term Bonds due June 1, 2048 — Yield: % — Price: %
$
Toll Revenue Senior Lien Refunding Bonds,
2020 Series B
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
$
% Term Bonds due June 1, 2048 — Yield: % — Price:
* 10% Test Maturities
* * Hold -the -Price Maturities
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
%
$ % Term Bonds due June 1, 2048 — Yield: % — Price: %
* 10% Test Maturities
** Hold -the -Price Maturities
B-1
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REDEMPTION PROVISIONS
Optional Redemption of 2020 Series A Senior Bonds. The 2020 Series A Senior Bonds are
subject to redemption prior to their respective stated maturities, at the option of the Commission, from
any source of available funds, as a whole or in part, on any date on or after June 1, 20_ at the principal
amount of 2020 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2020 Series B Senior Bonds. The 2020 Series B Senior Bonds are
subject to redemption prior to their respective stated maturities, at the option of the Commission, from
any source of available funds, as a whole or in part, on any date on or after June 1, 20 at the principal
amount of 2020 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2020 Series C Second Lien Bonds. The 2020 Series C Second Lien
Bonds are subject to redemption prior to their respective stated maturities, at the option of the
Commission, from any source of available funds, as a whole or in part, on any date on or after June 1,
20_ at the principal amount of 2020 Series C Second Lien Bonds called for redemption plus accrued
interest to the date fixed for redemption, without premium.
Mandatory Redemption of 2020 Series A Senior Bonds From Sinking Fund Installment. The
2020 Series A Senior Bonds maturing on June 1, 20_ are subject to mandatory redemption prior to their
respective stated maturities, in part, from Sinking Fund Installments on each June 1 a Sinking Fund
Installment is due in the principal amount equal to the Sinking Fund Installment due on such date and at a
redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the
redemption date, without premium. The Sinking Fund Installments for the 2020 Series A Term Bond
maturing on June 1, 20 shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
* Final Maturity
B-2
$
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Mandatory Redemption of 2020 Series B Senior Bonds From Sinking Fund Installment. The
2020 Series B Senior Bonds maturing on June 1, 20_ are subject to mandatory redemption prior to their
respective stated maturities, in part, from Sinking Fund Installments on each June 1 a Sinking Fund
Installment is due in the principal amount equal to the Sinking Fund Installment due on such date and at a
redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the
redemption date, without premium. The Sinking Fund Installments for the 2020 Series B Term Bond
maturing on June 1, 20_ shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
Mandatory Redemption of 2020 Series C Second Lien Bonds From Sinking Fund Installment.
The 2020 Series C Second Lien Bonds maturing on June 1, 20_ are subject to mandatory redemption
prior to their respective stated maturities, in part, from Sinking Fund Installments on each June 1 a
Sinking Fund Installment is due in the principal amount equal to the Sinking Fund Installment due on
such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but
unpaid interest to the redemption date, without premium. The Sinking Fund Installments for the 2020
Series C Second Lien Bonds Term Bond maturing on June 1, 20 shall be due in the amounts and on the
dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
* Final Maturity
B-3
$
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EXHIBIT C
OPINION OF GENERAL COUNSEL TO THE COMMISSION
April _, 2020
Riverside County Transportation Commission
4080 Lemon Street
Riverside, CA 92501
BofA Securities Inc., as Representative
333 S. Hope Street
Los Angeles, CA 90071
$
Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable)
$
$
Toll Revenue Senior Lien Refunding Bonds,
2020 Series B
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
Ladies and Gentlemen:
We serve as general counsel for the Riverside County Transportation Commission (the
"Commission"). This opinion is being delivered in connection with the issuance by the Commission
of Toll Revenue Senior Lien Refunding Bonds, 2020 Series A (Tax -Exempt), its Toll Revenue
Senior Lien Refunding Bonds, 2020 Series B (Federally Taxable) and its Toll Revenue Second Lien
Refunding Bonds, 2020 Series A (Tax -Exempt) (collectively the "Series 2020 Bonds"). The Series
2020 Bonds are being sold on the date hereof pursuant to a Bond Purchase Agreement, dated
, 2020 (the "Bond Purchase Agreement"), between the Commission and BofA Securities, Inc., as
representative (the "Representative"), acting on behalf of itself, Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank, NA
(collectively, the "Underwriters"). Unless otherwise defined herein or the context otherwise requires,
the capitalized terms used herein shall have the respective meanings ascribed thereto in the Bond
Purchase Agreement.
In this connection, we have reviewed the Constitution and the laws of the State of California
and certain proceedings taken by the Commission in connection with execution and delivery of the
following agreements (collectively, the "Commission Documents"):
1. the Bond Purchase Agreement;
2. the Continuing Disclosure Agreement with Digital Assurance Certification
L.L.C., dated as of April 1, 2020 (the "Continuing Disclosure Agreement");
C-1
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3. the Master Indenture, dated as of June 1, 2013 (the "Master Indenture"), by
and between the Commission and the Trustee, as supplemented by the First Supplemental
Indenture, dated as of June 1, 2013 (the "First Supplemental Indenture"), the Second
Supplemental Indenture, dated as of June 1, 2013 (the "Second Supplemental Indenture"), the
Third Supplemental Indenture, dated as of April 1, 2020 (the "Third Supplemental
Indenture"), and the Fourth Supplemental Indenture, dated as of April 1, 2020 (the "Fourth
Supplemental Indenture" and, together with the Master Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
"Indenture"), by and between the Commission and the Trustee;
4. the SR-91 Express Lanes Operating Agreement, dated May 24, 2013, as
amended, including as amended by Amendment No. 5 dated July 1, 2019, by and among the
Commission, OCTA and Cofiroute USA LLC ("Cofiroute") (the "ORCOA"); and
5. the Toll Services Provider Agreement, dated January 26, 2017, between the
Commission and Kapsch Inc. ("Kapsch") (the "Toll Services Provider Agreement").
In connection with this opinion, we have examined (i) the Commission Documents and (ii)
such other records, documents, certificates, opinions, and other matters as are in our judgment
necessary or appropriate to enable us to render the opinions expressed herein. As to relevant factual
matters, we have relied upon, among other things, the factual representations contained in the Bond
Documents.
We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with originals of all documents submitted to us as
copies. To the extent the Commission's obligations depend on the enforceability of the Bond
Documents against the other parties thereto, we have assumed that the Bond Documents are
enforceable against such other parties. We express no opinion with respect to any indemnification,
contribution, lien priority or choice of law provisions contained in the foregoing documents.
As used in this opinion, the phrase "current actual knowledge" means knowledge as we have
obtained from (i) the incumbency and signature certificate of the Commission; (ii) the representations
and warranties contained in each closing certificate of the Commission; and (iii) knowledge of facts
or other information currently known to lawyers in our firm who have performed legal services for
the Commission.
From such examination, on the basis of our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, as of the date hereof we are of the opinion that:
(1) The Commission is a county transportation commission duly organized under the
laws of the State.
(2) The Resolutions and other approving actions of the Commission approving and
authorizing the execution and delivery of the Commission Documents by the Commission (the
"Resolutions") were duly adopted or taken at meetings of the Commission, which were called and
held pursuant to law and with all public notice required by law and at which a quorum was present
and acting at the time of adoption.
C-2
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(3) To our current actual knowledge, there is no action, suit, proceeding or investigation
at law or in equity before or by any court, public board or body of competent jurisdiction, pending or
threatened against the Commission, to restrain or enjoining the enforcement of the Bond Documents
or in any way contesting the validity of the Bonds or the Commission Documents.
(4) The execution and delivery of the Series 2020 Bonds by the officer executing the
same and the Commission Documents by the Commission, the adoption of the Resolutions, and
compliance by the Commission with the provisions of the foregoing, as appropriate, under the
circumstances contemplated thereby, to our current actual knowledge, does not and will not conflict
with or constitute on the part of the Commission a breach or default under any agreement or other
instrument to which the Commission is a party or by which it is bound (and of which we are
reasonably aware) or any existing law, regulation, court order or consent decree to which the
Commission is subject.
(5) The Commission Documents have been duly authorized, executed and delivered by
the Commission and, assuming due authorization, execution and delivery by the other parties thereto,
the Commission Documents constitute legal, valid and binding agreements of the Commission,
enforceable in accordance with their respective terms, subject in each case to laws relating to
bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the
application of equitable principles if equitable remedies are sought.
(6) Except as described in the Official Statement, no authorization, approval, consent, or
other order of the State or any other governmental authority or agency within the State having
jurisdiction over the Commission is required for the valid authorization, execution, delivery and
performance by the Commission of the Commission Documents which has not been obtained.
(7) Without having undertaken to determine independently the accuracy, completeness or
fairness of the statements contained in the Preliminary Official Statement and the Official Statement
and based upon the information made available to us in the course of our participation in the
preparation of the Official Statement as general counsel for the Commission, nothing has come to our
attention which would cause us to believe that the Official Statement (except for the financial
statements and other financial and statistical data included therein, forecasts, projections, estimates,
assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book -entry
system and statements contained in in Appendices A, B, C, G and H thereto, as to which we express
no opinion) as of the date thereof and as of the Closing Date, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(8) The Commission has full legal right, power and authority to maintain and operate or
cause to be maintained and operated the toll collection facilities of the Toll Road as and to the extent
described in the Official Statement and the Bond Documents.
(9) Under the laws of the State of California, the Commission's authority to determine,
fix, impose and collect tolls on the Toll Road (as defined in the Indenture) is not subject to the
regulatory jurisdiction of any local, regional, State or federal regulatory authority.
(10) Except as disclosed in the Official Statement, to our current actual knowledge, there
is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court,
government agency or public board or body, pending or, to the our current actual knowledge,
C-3
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threatened, which may affect the existence of the Commission or the titles of its officers to their
respective offices, or which may materially affect or which seeks to prohibit, restrain or enjoin the
sale, issuance or delivery of the Series 2020 Bonds or the collection of Revenues pledged or to be
pledged to pay the principal of and interest on the Series 2020 Bonds, or which in any way contests
or affects the validity or enforceability of the Commission Documents or which contests the power of
the Commission or any authority or proceedings for the issuance, sale or delivery of the Series 2020
Bonds, the execution or delivery of the Bond Documents, the operation of the RCTC Express Lanes
as described in the Official Statement, wherein an unfavorable decision, ruling or finding would
materially adversely affect the validity or enforceability of the Commission Documents.
This opinion may be relied on by you only in connection with the issuance of the Series 2020
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may
copies be delivered to any other person, without in each instance our prior written consent; provided
however that it may be included in the transcript of record of proceedings relating to the issuance of
the Series 2020 Bonds. This opinion is expressly limited to the matters set forth above, and we
render no opinion, whether by implication or otherwise, as to any other matters. This letter speaks
only as of the date hereof and we assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or
any future changes in laws.
The opinions expressed herein are based on our analysis of existing laws, regulations, rules
and court decisions and cover certain matters not directly addressed by such authorities. Such
opinions may be affected by actions taken or omitted or thence occurring after the date hereof. We
have not undertaken to determine, or to inform any person, whether any such actions or events occur.
We do not express herein any opinion as to any matter governed by any laws other than the laws of
the State of California or the laws of the United States of America.
Respectfully submitted,
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EXHIBIT D
OPINION OF COUNSEL TO COFIROUTE
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, California 92501
BofA Securities, Inc., as Representative
Los Angeles, California
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) 2020 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
Ladies and Gentlemen:
This opinion is being delivered in connection with the issuance of bonds of the Riverside
County Transportation Commission (the "Commission"), of Toll Revenue Senior Lien Refunding
Bonds, 2020 Series A (Federally Taxable), its Toll Revenue Senior Lien Refunding Bonds, 2020
Series B and its Toll Revenue Second Lien Refunding Bonds, 2020 Series C (collectively the "Series
2020 Bonds"). The Series 2020 Bonds are being sold on the date hereof pursuant to a Bond Purchase
Agreement, dated , 2020 (the "Bond Purchase Agreement"), between the Commission BofA
Securities, Inc., as representative (the "Representative"), acting on behalf of itself, Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank,
NA (collectively, the "Underwriters").
We have served as counsel to Cofiroute USA LLC ("Cofiroute") in connection with the
execution and delivery of the SR-91 Express Lanes Operating Agreement, dated May 24, 2013, as
amended, including as amended by Amendment No. 5, dated July 1, 2019 by and among the
Commission, OCTA and Cofiroute (the "ORCOA"). In connection with this opinion, we have
examined (i) the ORCOA and (ii) such other records, documents, certificates, opinions, and other
matters as are in our judgment necessary or appropriate to enable us to render the opinions expressed
herein. As to relevant factual matters, we have relied upon, among other things, the factual
representations contained in the ORCOA.
We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with originals of all documents submitted to us as
copies.
From such examination, on the basis of our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, we are of the opinion that:
D-1
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1. Cofiroute is a limited liability company created and existing under the laws
of the [[State of California]].
2. The ORCOA has been duly authorized, and duly executed and delivered by
Cofiroute and constitutes the legally valid and binding obligation of Cofiroute enforceable against
Cofiroute in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws relating to or affecting creditors' rights generally,
to general principles of equity, and to the exercise of judicial discretion in appropriate cases.
3. The execution and delivery by Cofiroute of the ORCOA, do not conflict with
or constitute a breach of or default under any California constitutional provision, law, administrative
regulation, judgment or court decree that we have, in the exercise of customary professional
diligence, recognized as applicable to Cofiroute and the transactions contemplated by the ORCOA,
or, to our knowledge, any loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which Cofiroute is a party, with respect to which such conflict, breach or default would
materially adversely affect the ability of Cofiroute to perform its obligations under the ORCOA.
We express no opinion with respect to any indemnification, contribution, liquidated damages,
penalty (including any remedy deemed to constitute a penalty), arbitration, judicial reference, choice
of law, choice of forum, choice of venue, severability or waiver provisions contained in the ORCOA.
The law covered by this opinion is limited to the present law of the State of California. We
express no opinion as to the laws of any other jurisdiction.
This opinion may be relied on by you only in connection with the issuance of the Series 2020
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may
copies be delivered to any other person, without in each instance our prior written consent; provided
however that it may be included in the transcript of record of proceedings relating to the issuance of
the Series 2020 Bonds. This opinion is expressly limited to the matters set forth above, and we
render no opinion, whether by implication or otherwise, as to any other matters. This letter speaks
only as of the date hereof and we assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or
any future changes in laws.
Respectfully submitted,
[COUNSEL TO COFIROUTE]
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EXHIBIT E
OPINION OF COUNSEL TO KAPSCH
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, California 92501
BofA Securities, Inc., as Representative
Los Angeles, California
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2020 Series A (Federally Taxable) 2020 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
Ladies and Gentlemen:
This opinion is being delivered in connection with the issuance of bonds of the Riverside
County Transportation Commission (the "Commission"), of Toll Revenue Senior Lien Refunding
Bonds, 2020 Series A (Federally Taxable), its Toll Revenue Senior Lien Refunding Bonds, 2020
Series B and its Toll Revenue Second Lien Refunding Bonds, 2020 Series C (collectively the "Series
2020 Bonds"). The Series 2020 Bonds are being sold on the date hereof pursuant to a Bond Purchase
Agreement, dated , 2020 (the "Bond Purchase Agreement"), between the
Commission BofA Securities, Inc., as representative (the "Representative"), acting on behalf of itself,
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and
Wells Fargo Bank, NA (collectively, the "Underwriters").
We have served as counsel to Kapsch USA LLC ("Kapsch") in connection with the execution
and delivery of the Toll Services Provider Agreement, dated January 26, 2017, by and between the
Commission and Kapsch (the "Toll Services Provider Agreement"). In connection with this opinion,
we have examined (i) the Toll Services Provider Agreement and (ii) such other records, documents,
certificates, opinions, and other matters as are in our judgment necessary or appropriate to enable us
to render the opinions expressed herein. As to relevant factual matters, we have relied upon, among
other things, the factual representations contained in the Toll Services Provider Agreement.
From such examination, on the basis of our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, we are of the opinion that:
1. Kapsch is a limited liability company created and existing under the laws of
the [[State of California]].
2. The Toll Services Provider Agreement has been duly authorized, and duly
executed and delivered by Kapsch and constitutes the legally valid and binding obligation of Kapsch
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enforceable against Kapsch in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors'
rights generally, to general principles of equity, and to the exercise of judicial discretion in
appropriate cases.
3. The execution and delivery by Kapsch of the Toll Services Provider
Agreement, do not conflict with or constitute a breach of or default under any California
constitutional provision, law, administrative regulation, judgment or court decree that we have, in the
exercise of customary professional diligence, recognized as applicable to Kapsch and the transactions
contemplated by the Toll Services Provider Agreement, or, to our knowledge, any loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which Kapsch is a party, with
respect to which such conflict, breach or default would materially adversely affect the ability of
Kapsch to perform its obligations under the Toll Services Provider Agreement.
We express no opinion with respect to any indemnification, contribution, liquidated damages,
penalty (including any remedy deemed to constitute a penalty), arbitration, judicial reference, choice
of law, choice of forum, choice of venue, severability or waiver provisions contained in the Toll
Services Provider Agreement.
The law covered by this opinion is limited to the present law of the State of California. We
express no opinion as to the laws of any other jurisdiction.
This opinion may be relied on by you only in connection with the issuance of the Series 2020
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may
copies be delivered to any other person, without in each instance our prior written consent; provided
however that it may be included in the transcript of record of proceedings relating to the issuance of
the Series 2020 Bonds. This opinion is expressly limited to the matters set forth above, and we
render no opinion, whether by implication or otherwise, as to any other matters. This letter speaks
only as of the date hereof and we assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or
any future changes in laws.
Respectfully submitted,
[COUNSEL TO KAPSCH]
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EXHIBIT F
ISSUE PRICE CERTIFICATE
[FORM OF REPRESENTATIVE ISSUE PRICE CERTIFICATE]
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Second Lien Refunding Bonds,
2020 Series B 2020 Series C
ISSUE PRICE CERTIFICATE
The undersigned, BofA Securities, Inc., for itself and as representative of Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank,
NA (the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and
issuance of the above -captioned bonds (the "Bonds").
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was
sold to the Public is the respective price listed in Schedule A.
2. [Initial Offering Price of the Hold -the -Offering -Price Maturities.
(a) The Underwriting Group offered the Hold -the -Offering -Price Maturities to the Public
for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering
Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the
Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Contract, dated , 2020, by and
between the Underwriting Group and the Commission, the Underwriting Group has agreed in writing
that: (i) for each Maturity of the Hold -the -Offering -Price Maturities, they would neither offer nor sell
any of the unsold Bonds of such Maturity to any person at a price or prices that is/are higher than the
Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -
offering -price rule"); and (ii) any selling group agreement shall contain the agreement of each dealer
who is a member of the selling group, and any third party distribution agreement shall contain the
agreement of each broker -dealer who is a party to the third party distribution agreement, to comply
with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter (as defined below)
has offered or sold any unsold Maturity of the Hold -the -Offering -Price Maturities at a price that is
higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding
Period.]
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the "General Rule Maturities."
(b) [Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "Hold -the -Offering -Price Maturities."
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(c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date ( , 2020), or (ii) the date on which the Underwriting Group has sold at least
10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the
Initial Offering Price for such Hold -the -Offering -Price Maturity.]
(d) Commission means the Riverside County Transportation Commission.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term "related party" for purposes of this certificate generally means any two or more persons
who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2020.
(h) Underwriter means: (i) any person that agrees pursuant to a written contract with the
Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial
sale of the Bonds to the Public (including a member of a selling group or a party to a third party
distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents the Underwriting Group's interpretation of any laws, including specifically
Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder. The undersigned understands that the foregoing information will be relied
upon by the Commission with respect to certain of the representations set forth in the Tax Certificate
and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick,
Herrington & Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is
excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue
Service Form 8038-G, and other federal income tax advice that it may give to the Commission from
time to time relating to the Bonds.
E-2
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The certification set forth in Paragraph 1 hereof is not necessarily based on personal
knowledge, but in certain cases based on reasonable inquiry conducted and institutional knowledge
regarding the matters set forth in Paragraph 1. In certain cases, the undersigned is relying on
representations made by the other members of the Underwriting Group, such representations believed
to be true based on the contractual obligation between the parties to accurately provide this
information, and supported by the undersigned's reasonable inquiry conducted and institutional
knowledge.
BOFA SECURITIES, INC.
By:
Name:
Dated: April _, 2020
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Schedule A
SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING
PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES]
$
Toll Revenue Senior Lien Refunding Bonds,
2020 Series B
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
$
* 10% Test Maturities
** Hold -the -Price Maturities
% Term Bonds due June 1, 2048 — Yield:
$
Toll Revenue Second Lien Refunding Bonds,
2020 Series C
% — Price: %
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
$ % Term Bonds due June 1, 2048 — Yield: % — Price: %
* 10% Test Maturities
* * Hold -the -Price Maturities
Schedule A
/4819-3440-6578v9/200313-0040
Schedule B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Schedule B
/4819-3440-6578v9/200313-0040
Schedule C
FORM OF UNDERWRITER CERTIFICATE
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Second Lien Refunding Bonds,
2020 Series B 2020 Series C
The undersigned, on behalf of [UW FULL NAME] ("[UW DEFINED NAME]"), hereby
certifies as set forth below with respect to the sale and issuance of the above -captioned obligations
(the "Bonds").
1. Initial Offering Price of the Hold -the -Offering -Price Maturities.
(a) [UW DEFINED NAME] and any broker -dealer who is participating in the initial sale
of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if any) each
offered the Hold -the -Offering Price Maturities to the Public for purchase at the respective initial
offering prices listed in Schedule A (the "Initial Offering Prices") to the Issue Price Certificate of
BofA Securities, Inc., as representative, relating to the Bonds, to which this certificate is attached as
[part of ] Schedule C on or before the Sale Date.
(b) Neither [UW DEFINED NAME] nor any broker -dealer who is participating in the
initial sale of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if
any) has offered or sold any Maturity of the Hold -the -Offering Price Maturities allocated to [UW
DEFINED NAME] identified in Schedule A-1 attached hereto at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. [UW
DEFINED NAME] has not entered into a retail distribution agreement or other written contract
directly or indirectly to participate in the initial sale of any of the Bonds to the Public [other than]
[NAME OF ANY FIRM WITH WHICH [UW DEFINED NAME] HAS A RETAIL
DISTRIBUTION AGREEMENT].
2. Defined Terms.
(a) Hold -the -Offering -Price Maturities means those Maturities of the Bonds where issue
price was established under Treasury Regulations § 1.148-1(f)(2)(ii), as shown in Schedule A hereto
as the "Hold -the -Offering -Price Maturities."
(b) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date, or (ii) the date on which the underwriters have sold at least 10% of such Hold -the -
Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for
such Hold -the -Offering -Price Maturity.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different lien levels, stated interest rates or
CUSIP identification numbers, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an underwriter or a Related Party to an underwriter.
Schedule C
/4819-3440-6578v9/200313-0040
(e) Related Party means any entity if an underwriter and the entity are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the total value of their
stock, if both entities are corporations (including direct ownership by one corporation of another), (ii)
more than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than 50%
common ownership of the value of the outstanding stock of the corporation or the capital interests or
profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by one entity of the other).
(0 Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is [April _], 2020.
(g) underwriter means (i) any person that agrees pursuant to a written contract with the
Commission (or with the lead underwriter(s) for the Bonds to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph to
participate in the initial sale of the Bonds to the Public (including a member of a selling group or a
party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The undersigned understands that the foregoing information will be relied upon by the
Commission with respect to certain of the representations set forth in the Tax Certificate to which
this Certificate is attached and with respect to compliance with the federal income tax rules affecting
the Bonds, and by Orrick Herrington & Sutcliffe LLP, as bond counsel to the Commission, in
connection with rendering its opinion that the interest on the Bonds is excludable from gross income
for federal income tax purposes, the preparation of Internal Revenue Service Form 8038, and other
federal income tax advice it may give to the Commission from time to time relating to the Bonds.
[UW DEFINED NAME] is certifying only as to facts in existence on the date hereof. Nothing herein
represents [UW DEFINED NAME]'s interpretation of any laws; in particular the Treasury
Regulations under the Internal Revenue Code of 1986, or the application of any laws to these facts.
[UW FULL NAME], as
Underwriter
By:
Title:
Dated: [April ], 2020
Schedule C
/4819-3440-6578v9/200313-0040
ATTACHMENT 8
OHS Draft 2/17/20
ESCROW AGREEMENT
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee and Escrow Agent
Dated as of April 1, 2020
Relating to
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
4136-1785-7825.4
TABLE OF CONTENTS
Page
Section 1. Definitions 1
Section 2. Creation and Purpose of Escrow Fund 2
Section 3. Redemption and Payment of the 2013A Refunded Bonds; Notice of
Redemption 3
Section 4. Investment of Escrow Fund; Substitution; Reinvestment 4
Section 5. Sufficiency of Escrow 4
Section 6. Payment of the 2013A Refunded Bonds 5
Section 7. Termination of Escrow Agreement 5
Section 8. Fees and Costs 5
Section 9. Successors 5
Section 10. Indemnification 6
Section 11. Capacity, Immunities and Liabilities of Escrow Agent 6
Section 12. Amendment 6
Section 13. Notices 6
Section 14. Payments Due on Non -Business Days 7
Section 15. Severability 7
Section 16. Law Governing 7
Section 17. Counterparts 7
Exhibit A
Exhibit B
Exhibit C
Description of 2013A Refunded Bonds
Verification Report
Form of Redemption Notice
i
4136-1785-7825.4
ESCROW AGREEMENT
This Escrow Agreement, dated as of April 1, 2020 (this "Escrow Agreement"), is entered
into by the Riverside County Transportation Commission, a public entity duly established and
existing under the laws of the State of California (the "Commission"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (the "Trustee") under the Master Indenture
(as defined herein) and as escrow agent (the "Escrow Agent").
WITNESSETH:
WHEREAS, the Commission has heretofore issued its Riverside County Transportation
Commission Toll Revenue Senior Lien Bonds, 2013 Series A (the "2013 Series A Bonds"),
pursuant to a Master Indenture, dated as of June 1, 2013 (as supplemented and amended from
time to time pursuant to its terms, the "Master Indenture"), between the Commission and the
Trustee;
WHEREAS, the Commission has determined to refund and defease all of the outstanding
2013 Series A Bonds (the "2013A Refunded Bonds") and is issuing $[ ] aggregate
principal amount of Riverside County Transportation Commission Toll Revenue Senior Lien
Refunding Bonds, 2020 Series A (Federally Taxable) (the "2020 Series A Senior Bonds")
pursuant to the Master Indenture to, among other purposes, provide funds to refund and defease
the 2013A Refunded Bonds, pursuant to Sections 4.02, 10.02 and 15.01 of the Master Indenture;
WHEREAS, Section [26.06(e)] of the Master Indenture provides for the transfer and
deposit of $[ ] consisting of proceeds of the 2020 Series A Senior Bonds [together
with other funds of the Commission] to the escrow fund created hereunder, such funds to be
applied to refund and defease all of the 2013A Refunded Bonds; and
WHEREAS, such funds shall be deposited in the escrow fund created hereunder in such
amount as is necessary, together with interest earnings thereon, to insure the full and timely
payment of the Refunding Requirements (as hereinafter defined) for the 2013A Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, in
order to secure the payment of the Refunding Requirements as heretofore provided, the parties
hereto mutually undertake, promise and agree for themselves, their respective representatives,
successors and assigns, as follows:
Section 1. Definitions. As used in this Escrow Agreement the following terms have
the following meanings:
Chief Financial Officer means the officer who is then performing the functions of Chief
Financial Officer of the Commission.
Defeasance Securities means securities of the type defined in the Master Indenture and
meeting the requirements for defeasance specified in Section 10.02 of the Master Indenture.
4136-1785-7825.4
Escrow Agent means U.S. Bank National Association, or any successor thereto
appointed under this Escrow Agreement.
Escrow Fund means the fund by that name created pursuant to Section 2 hereof.
Escrowed Defeasance Securities means those certain Defeasance Securities described in
the Verification Report, which is included as Exhibit B to this Escrow Agreement, together with
any Defeasance Securities purchased in connection with exchanges, substitutions or
reinvestments pursuant to Section 4 of this Escrow Agreement.
Redemption Price means with respect to any 2013A Refunded Bond, the principal
amount thereof to be redeemed, plus accrued but unpaid interest to the date fixed for redemption,
without premium, payable upon redemption thereof.
Refunding Requirements means all installments of interest on and the Redemption
Price of the 2013A Refunded Bonds, in each case commencing on the date hereof and
concluding on June 1, 2023, when all the 2013A Refunded Bonds will have been paid or
redeemed at the Redemption Price, as such payments become due, as set forth in the Verification
Report included as Exhibit B to this Escrow Agreement.
Master Indenture means the Master Indenture, dated as of June 1, 2013, as
supplemented and amended, between the Commission and the Trustee.
Trustee means U.S. Bank National Association, and its successors and assigns as trustee
under the Master Indenture.
Verification Agent means Causey Demgen & Moore P.C.
Verification Report means the verification report, dated [ ], 2020,
prepared by the Verification Agent, which is included as Exhibit B hereto.
2013A Refunded Bonds means the Riverside County Transportation Commission Toll
Revenue Senior Lien Bonds, 2013 Series A, issued pursuant to the Master Indenture, and
defeased and refunded by the 2020 Series A Senior Bonds as set forth in Exhibit A hereto.
2020 Series A Senior Bonds means the Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds, 2020 Series A (Federally Taxable), issued pursuant
to the Master Indenture for purposes of refunding the 2013A Refunded Bonds as described
herein.
All other capitalized terms used but not defined herein shall have the respective meanings
given to such terms in the Master Indenture.
Section 2. Creation and Purpose of Escrow Fund.
(a) There is hereby created and established with the Escrow Agent a special and
irrevocable trust fund designated the Escrow Fund (the "Escrow Fund"). The Escrow Agent
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4136-1785-7825.4
shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and
shall hold the Escrow Fund in trust for the purposes described herein. All Defeasance Securities
and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of
Section 4 and Section 7 hereof, to secure the payment of the 2013A Refunded Bonds.
(b) On the date of issuance of the 2020 Series A Senior Bonds, the Escrow Agent
shall deposit $[ ] into the Escrow Fund, consisting of (i) $[ ] in
proceeds of the 2020 Series A Senior Bonds [and (ii) $[ ] in additional funds that
the Commission previously deposited with the Trustee], which shall be transferred from the
Trustee to the Escrow Agent pursuant to the Master Indenture. Such amount shall be held in the
Escrow Fund and paid out as provided in this Escrow Agreement and pursuant to the Master
Indenture. Such moneys shall be sufficient for the purchase of the Escrowed Defeasance
Securities identified in the Verification Report that is included as Exhibit B to this Escrow
Agreement and to make the cash deposit of $[ ] to the Escrow Fund identified in the
Verification Report that is included as Exhibit B and shall be used by the Escrow Agent to
purchase the Escrowed Defeasance Securities identified in the Verification Report that is
included as Exhibit B to this Escrow Agreement and make such cash deposit on the date of
issuance of the 2020 Series A Senior Bonds. The principal of and interest on the Escrowed
Defeasance Securities and any uninvested cash held hereunder shall be applied by the Escrow
Agent to the payment of the Refunding Requirements applicable to the 2013A Refunded Bonds.
(c) As verified by the Verification Report that is included as Exhibit B to this Escrow
Agreement, the Escrowed Defeasance Securities identified in such Verification Report are such
that, if interest thereon and principal thereof are paid when due, the proceeds from the collection
of such interest and principal, together with any uninvested cash held hereunder, will be
sufficient to pay the Refunding Requirements applicable to the 2013A Refunded Bonds, when
due.
(d) The Escrow Agent shall hold all Defeasance Securities in the Escrow Fund
whether acquired as initial investments, subsequent investments or reinvestments hereunder, and
the money received from time to time as principal and interest thereon, in trust, to secure, and for
the payment of, the Refunding Requirements applicable to the 2013A Refunded Bonds and shall
collect the principal of and interest on such Defeasance Securities held by it hereunder promptly
as such principal and interest become due.
Section 3. Redemption and Payment of the 2013A Refunded Bonds; Notice of
Redemption.
(a) The Escrow Agent, acting as Trustee, is hereby irrevocably instructed to redeem
the 2013A Refunded Bonds on June 1, 2023 (the "Redemption Date"), at a redemption price of
the principal amount thereof called for redemption plus accrued interest to the Redemption Date,
without premium, at the times and places and in the manner specified in the Master Indenture,
such payment to be made from the Escrow Fund.
(b) The Escrow Agent, acting as Trustee, is hereby further irrevocably instructed to
give notice of such redemption at the time and in the manner provided in Sections 4.02 and 15.01
3
4136-1785-7825.4
of the Master Indenture, and in accordance with Section 10.02 of the Master Indenture. The
Escrow Agent, as Trustee, acknowledges that these irrevocable instructions constitute
satisfactory provision for the giving of notice of redemption required by Section 10.02(b) of the
Master Indenture. Attached as Exhibit C hereto is a form of redemption notice.
Section 4. Investment of Escrow Fund; Substitution; Reinvestment.
(a) The Commission and the Escrow Agent each shall take all remaining necessary
action to have issued and registered in the name of the Escrow Agent, for the account of the
Escrow Fund, the Escrowed Defeasance Securities.
(b) There shall be no exchange or substitution of the Escrowed Defeasance Securities,
except upon: (i) the written direction of an Authorized Representative of the Commission; and
(ii) receipt by the Commission and the Trustee of a new verification report, prepared by an
Independent Certified Public Accountant, verifying the sufficiency of the amount of Defeasance
Securities and cash on deposit in the Escrow Fund following such exchange or substitution to
pay the Refunding Requirements when due. The Escrow Agent shall not be liable or responsible
for any loss resulting from any substitution of securities made pursuant to this Escrow
Agreement and in full compliance with the provisions hereof.
(c) Except as otherwise provided herein, the Escrow Agent shall not reinvest any
cash portion of the Escrow Fund and shall hold such cash portion uninvested in such Escrow
Fund; provided, however, that after receiving a new verification report, prepared by an
Independent Certified Public Accountant, to the effect that such reinvestment will not adversely
affect the sufficiency of the amount of Defeasance Securities and cash on deposit in the Escrow
Fund to pay the Refunding Requirements when due, the Escrow Agent shall, at the written
direction of the Commission, reinvest any cash portion of such Escrow Fund in Defeasance
Securities. The Escrow Agent shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
(d) The Escrow Agent shall furnish the Commission periodic cash transaction
statements which include detail for all investment transactions effected by the Escrow Agent or
brokers selected by the Commission. Upon the Commission's election, such statements will be
delivered via the Escrow Agent's online service and upon electing such service, paper statements
will be provided only upon request. The Commission waives the right to receive brokerage
confirmations of security transactions effected by the Escrow Agent as they occur, to the extent
permitted by law. The Commission further understands that trade confirmations for securities
transactions effected by the Escrow Agent will be available upon request and at no additional
cost and other trade confirmations may be obtained from the applicable broker.
(e) The Commission acknowledges that, to the extent that the regulations of the
Comptroller of the Currency or other applicable regulatory agency grant the Commission the
right to receive brokerage confirmations on security transactions as they occur, the Commission
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
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4136-1785-7825.4
Agent shall furnish to the Commission periodic cash transaction statements which shall include
details of all investment transactions made by the Escrow Agent hereunder.
Section 5. Sufficiency of Escrow. Moneys deposited in the Escrow Fund, including
the investment earnings thereon and any uninvested cash, shall be in an amount, as determined
by the Commission and as verified by the Verification Report, that at all times shall be sufficient
to meet the Refunding Requirements not theretofore met.
If at any time the Escrow Agent shall have actual knowledge that the moneys in the
Escrow Fund, including the investment earnings thereon and any uninvested cash, will not be
sufficient to meet the Refunding Requirements, the Escrow Agent shall notify the Chief
Financial Officer of the Commission of such deficiency in writing as soon as reasonably
practicable. Upon receipt of such notice, the Commission will promptly use its best efforts (but
is not legally required) to pay to the Escrow Agent, from any legally available moneys, and the
Escrow Agent shall deposit in the Escrow Fund, the amount necessary to make up the deficiency.
The Escrow Agent shall not be liable or responsible for any loss resulting from its failure to give
such notice nor from the Commission's failure to make any such payment.
Section 6. Payment of the 2013A Refunded Bonds. The Commission hereby
requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees to
collect and deposit in the Escrow Fund the principal of and interest on all Escrowed Defeasance
Securities held for the account of such Escrow Fund promptly as such principal and interest
become due, and to apply such principal and interest, together with any other moneys and the
principal of and interest on any other Defeasance Securities deposited in such Escrow Fund, to
the payment of the interest on and redemption price of the 2013A Refunded Bonds at the places
and in the manner stipulated in the Master Indenture and herein.
Section 7. Termination of Escrow Agreement. When the Escrow Agent shall have
transferred, pursuant to Section 6 hereof, such moneys as are required to pay in full and
discharge all of the 2013A Refunded Bonds, the Escrow Agent, after payment of all fees and
expenses of the Escrow Agent, shall, in accordance with Section 10.02 of the Master Indenture,
immediately transfer any amounts remaining in the Escrow Fund to the Trustee for deposit in the
Toll Revenue Fund held by the Trustee under the Master Indenture or, if no Obligations remain
Outstanding, pay over to the Commission the moneys, if any, then remaining in the Escrow Fund
and, in either such event, this Escrow Agreement shall terminate.
Section 8. Fees and Costs.
(a) The Escrow Agent's fees, expenses and reimbursement for costs incurred for and
in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement
with the Commission. The Escrow Agent shall also be entitled to additional fees, expenses and
reimbursement for costs incurred from the Commission, including but not limited to, legal and
accounting services in connection with any litigation or other proceedings that may at any time
be instituted involving this Escrow Agreement (other than fees, expenses and costs due to the
negligence or willful misconduct of the Escrow Agent).
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4136-1785-7825.4
(b) Payments to the Escrow Agent pursuant to this Section 8 shall not be for deposit
in the Escrow Fund, and the fees of and all expenses and costs incurred by the Escrow Agent,
including without limitation any accruing under the terms of this Escrow Agreement, shall not be
a charge on and in no event shall be deducted from the Escrow Fund.
Section 9. Successors. Any successor to the Trustee under Article VIII of the Master
Indenture shall automatically and without further action be the successor to the Escrow Agent
hereunder and be deemed to have assumed all duties and responsibilities of the Escrow Agent
provided by the terms hereof.
Section 10. Indemnification. The indemnification afforded to the Trustee under
Section 8.02 of the Master Indenture shall extend to the Escrow Agent hereunder.
Section 11. Capacity., Immunities and Liabilities of Escrow Agent. The Escrow
Agent is entering into this Escrow Agreement in its capacity as Trustee under the Master
Indenture and shall be entitled to the rights, protections, limitations from liability and
indemnification afforded in Article VIII of the Master Indenture, including, without limitation,
the protections and limitations from liability set forth in Sections 8.01(b) and 8.02 of the Master
Indenture and the right to resign set forth in Section 8.03 of the Master Indenture. The Escrow
Agent shall perform such duties and only such duties as are specifically set forth in this Escrow
Agreement and no implied duties or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The liability of the Escrow Agent to make payments required pursuant to this
Escrow Agreement shall be limited to the cash and Escrowed Defeasance Securities held on
deposit in the Escrow Fund. The Escrow Agent shall not be liable or responsible for any loss
resulting from any investment or reinvestment made pursuant to this Escrow Agreement and in
full compliance with the provisions hereof. Subject to the provisions of Section 7 hereof,
moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the
2013A Refunded Bonds in accordance with the Master Indenture.
Section 12. Amendment. This Escrow Agreement is made for the benefit of the
Commission and the Owners from time to time of the 2013A Refunded Bonds. This Escrow
Agreement shall not be repealed, revoked, altered or amended without the written consent of all
such Owners; provided, however, that the Commission and the Escrow Agent may, but without
the consent of, or notice to, such Owners, enter into such agreements supplemental to this
Escrow Agreement for any one or more of the following purposes: (i) to cure any ambiguity or
inconsistency or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for benefit of such Owners any additional rights, remedies, powers or
Commission that may lawfully be granted to, or conferred upon, such Owners or the Escrow
Agent; (iii) to subject to this Escrow Agreement additional funds, securities or properties; and
(iv) to make any other amendment that does not materially adversely affect the rights of any
Owners of the 2013A Refunded Bonds; provided, however that no such agreement supplemental
to this Escrow Agreement shall modify or amend the irrevocable pledge of the Escrow Fund, the
provisions requiring delivery of an opinion of nationally recognized bond counsel and a
verification report to the Escrow Agent prior to any substitution of securities, without the consent
of all Owners of the 2013A Refunded Bonds. Prior to entering into such agreement
6
4136-1785-7825.4
supplemental to this Escrow Agreement, the Escrow Agent may rely upon an opinion of bond
counsel that such supplemental agreement complies with the terms hereof.
Section 13. Notices. All notices and communications hereunder shall be in writing
and shall be deemed to be duly given if received or if sent by first class mail, as follows:
If to the Commission:
If to the Trustee
and Escrow Agent:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Telephone: (213) 615-6002
Fax: (213) 615-6199
Section 14. Payments Due on Non -Business Days. Any payment or transfer which
would otherwise become due on a day that is not a Business Day (as such term is defined in the
Master Indenture) need not be made on such day but shall be made on the next succeeding
Business Day (as such term is defined in the Master Indenture), with the same force and effect as
if made on the due date.
Section 15. Severability. If any section, paragraph, clause or provision of this Escrow
Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Escrow Agreement.
Section 16. Law Governing. This Escrow Agreement is made in the State of
California and is to be construed under the Constitution and laws of such State.
Section 17. Counterparts. This Escrow Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the Riverside County Transportation Commission has caused
this Escrow Agreement to be signed in its name by its duly authorized officer, and U.S. Bank
National Association, has caused this Escrow Agreement to be signed in its name by its duly
authorized officer, all as of the day and year first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as
Trustee and Escrow Agent
By:
Authorized Officer
S-1
4136-1785-7825.4
EXHIBIT A
DESCRIPTION OF 2013A REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
Redemption Date: June 1, 2023
Maturity Interest
Date Principal Rate CUSIP No. Redemption
(June 1) Amount (%) (76912D)* Price
2044 $39,315,000 5.75% AA6 100%
2048$ $84,510,000 5.75 AB4 100%
* CUSIP numbers provided above are provided for the convenience of the Escrow Agent. The Riverside County
Transportation Commission is not responsible for the accuracy or completeness of any of the CUSIP numbers.
I Term Bond
A-1
EXHIBIT B
VERIFICATION REPORT
B-1
EXHIBIT C
FORM OF REDEMPTION NOTICE
NOTICE OF REDEMPTION
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TOLL REVENUE SENIOR LIEN BONDS, 2013 SERIES A
Maturity Interest
Date Principal Rate CUSIP No. Redemption
(June 1) Amount (%) (76912D)* Price
2044 $39,315,000 5.75% AA6 100%
2048t $84,510,000 5.75 AB4 100%
Notice is hereby given in the name of the Riverside County Transportation Commission (the
"Commission") to the registered owner of the bonds identified above (the "Bonds") that:
In accordance with the Master Indenture, dated as of June 1, 2013, as amended and supplemented
(the "Indenture"), between the Commission and U.S Bank National Association, as successor trustee (the
"Trustee"), the Bonds are subject to optional redemption by the Commission, subject to the conditions set
forth in the Indenture and described below.
The Bonds are to be redeemed on June 1, 2023 (the "Redemption Date"). On the Redemption
Date there will become due and payable on each of said Bonds the Redemption Price thereof, which is
equal to the principal amount of the Bonds, plus accrued and unpaid interest thereon to the Redemption
Date, without premium.
1. The Redemption Price will be paid to or as directed by the registered Owner of the Bonds
(which is the Securities Depository) in accordance with its rules and procedures. The Bonds shall be
surrendered at the following address of the Trustee:
First Class/Registered/Certified
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, Minnesota 55107
Express Delivery Only
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, Minnesota 55107
2. The Commission issued refunding bonds on [ ], 2020, a portion of the
proceeds of which have been applied to defease the Bonds pursuant to the Indenture and will be used to
redeem the Bonds on the Redemption Date.
3. From and after the Redemption Date, interest on the Bonds shall cease to accrue.
4. Capitalized terms used herein and not otherwise defined shall have the meanings given to
such terms in the Indenture.
5. If the Bonds are mailed, the use of registered, insured mail is recommended.
C-1
6. All holders or owners submitting bonds for redemption must complete and deliver the
Form W-9 with their Bonds to the Trustee. Failure to provide a completed Form W-9 will result in 28%
back-up withholding to holders or owners pursuant to Federal Law.
Dated: , 2023
U.S BANK NATIONAL ASSOCIATION, as Trustee for
the Riverside County Transportation Commission
C-2
ATTACHMENT 9
Agreement No. 05-19-510-17
AMENDMENT NO. 17 TO THIS
AGREEMENT FOR BOND COUNSEL SERVICES
1. PARTIES AND DATE
This Amendment No. 17 to the Agreement for Bond Counsel Services is made and
entered into as of March 11, 2020, by and between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION ("Commission") and ORRICK, HERRINGTON &
SUTCLIFFE LLP ("Consultant"), a limited liability partnership.
2. RECITALS
2.1 The Commission and the Consultant have entered into an agreement No.
05-19-510 dated April 5, 2005 for the purpose of providing bond counsel
services (the "Master Agreement").
2.2 The Commission and the Consultant have entered into an Amendment
No. 1 to the Master Agreement, dated November 14, 2006, for the
purpose of bond counsel tasks related to an interest rate swap transaction
in connection with the Commission's commercial paper notes under the
2009 Measure A, including a maximum of two (2) counterparty
agreements.
2.3 The Commission and the Consultant have entered into an Amendment
No. 2 to the Master Agreement, dated December 19, 2008, for the
purpose of bond counsel services related to the termination of the Lehman
Brothers Derivative Products (LBDP) interest rate swap, the review of
documentation relating to the execution of a replacement swap, and
commercial paper issues resulting from the bankruptcy filing of Lehman
Brothers Holdings (LBH).
2.4 The Commission and the Consultant have entered into an Amendment
No. 3 to the Master Agreement, dated January 1, 2010 for the purpose of
extending the term, and providing additional compensation for bond
counsel services related to extension of the direct draw letter of credit
related to the 2005 Commercial Paper Program and bond counsel
services related to the 2009 Measure A debt limit.
2.5 The Commission and the Consultant have entered into an Amendment
No. 4 to the Master Agreement, dated June 15, 2010 for the purpose of
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17336.00009\32153395.2
extending the term and providing additional compensation for bond
counsel services.
2.6 The Commission and the Consultant have entered into an Amendment
No. 5 to the Master Agreement, dated June 15, 2011 for the purpose of
extending the term and providing additional compensation for bond
counsel services.
2.7 The Commission and the Consultant have entered into an Amendment
No. 6 to the Master Agreement, dated July 1, 2012 for the purpose of
extending the term and providing additional compensation for bond
counsel services.
2.8 The Commission and the Consultant have entered into an Amendment
No. 7 to the Master Agreement, dated June 30, 2013 for the purpose of
extending the term and providing additional compensation for bond
counsel services.
2.9 The Commission and the Consultant have entered into an Amendment
No. 8 to the Master Agreement, dated July 1, 2014 for the purpose of
extending the term and providing additional compensation for bond
counsel services.
2.10 The Commission and the Consultant have entered into an Amendment
No. 9 to the Master Agreement, dated July 1, 2015 for the purpose of
extending the term for bond counsel services.
2.11 The Commission and the Consultant have entered into an Amendment
No. 10 to the Master Agreement, dated June 30, 2016 for the purpose of
extending the term and providing additional compensation for bond
counsel services.
2.12 The Commission and the Consultant have entered into an Amendment
No. 11 to the Master Agreement, dated September 14, 2016, for the
purpose of amending the Services, as defined in the Master Agreement, to
include the provision of bond counsel services related to termination of the
Deutsche Bank swap and issuance of refunding bonds for the 2009 Series
A Bonds, and to provide additional funding for the Services.
2.13 The Commission and the Consultant have entered into an Amendment
No. 12 to the Master Agreement, dated June 30, 2017, for the purpose of
extending the term and for providing additional compensation for
continued bond counsel services.
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17336.00009\32153395.2
2.14 The Commission and the Consultant have entered into an Amendment
No. 13 to the Master Agreement, dated December 13, 2017, for the
purpose of providing additional compensation for bond counsel services
related to an advance refunding of all of the 2010 Series A Sales Tax
Revenue Bonds and a portion of the 2013 Series A Sales Tax Revenue
Bonds with the proceeds from the issuance of 2017 Series B Refunding
Bonds.
2.15 The Commission and the Consultant have entered into an Amendment
No. 14 to the Master Agreement, dated March 14, 2018, in order to
provide additional compensation for bond counsel services related to the
issuance of the 2018 Series A Refunding Bonds and the termination of the
Bank of America, N.A. swap.
2.16 The Commission and the Consultant have entered into an Amendment
No. 15 to the Master Agreement, dated July 1, 2018, in order to provide
additional compensation for bond counsel services.
2.17 The Commission and the Consultant have entered into an Amendment
No. 16 to the Master Agreement, dated July 1, 2019, in order to provide
additional compensation for bond counsel services.
2.18 The parties now desire to amend the Master Agreement in order to
provide additional compensation for bond counsel services including the
issuance of the 2020 Series Toll Revenue Refunding Bonds.
3. TERMS
3.1 Reserved.
3.2 The maximum compensation for Services performed pursuant to this
Amendment shall be Three Hundred Twenty -Five Thousand Dollars
($325,000). Work shall be performed at the rates set forth in the Master
Agreement.
3.3 Except as amended by this Amendment No. 17, all provisions of the
Master Agreement, as previously amended, including without limitation the
indemnity and insurance provisions, shall remain in full force and effect
and shall govern the actions of the parties under this Amendment.
3.4 This Amendment No. 17 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
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17336.00009\32153395.2
3.5 This Amendment No. 17 may be signed in counterparts, each of which
shall constitute an original.
4
17336.00009\32153395.2
SIGNATURE PAGE
TO
AGREEMENT NO. 05-19-510-17
IN WITNESS WHEREOF, the parties hereto have entered into the Agreement as
of the date first herein above written.
RIVERSIDE COUNTY ORRICK, HERRINGTON &
TRANSPORTATION COMMISSION SUTCLIFFE LLP
By: By:
Anne Mayer, Executive Director Signature
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
Counsel to the Riverside County
Transportation Commission
5
17336.00009\32153395.2
Name
Title
ATTACHMENT 10
Agreement No. 09-19-072-15
AMENDMENT NO. 15 TO THIS
AGREEMENT FOR DISCLOSURE COUNSEL SERVICES
1. PARTIES AND DATE
This Amendment No. 15 to the Agreement for Disclosure Counsel Services is made and
entered into as of as of March 11, 2020, by and between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION ("Commission") and NORTON ROSE FULBRIGHT
US LLP, formerly FULBRIGHT & JAWORSKI LLP ("Consultant").
2. RECITALS
2.1 The Commission and Consultant have entered into an agreement dated
July 8, 2009 for the purpose of providing disclosure counsel services (the
"Master Agreement").
2.2 The Commission and Consultant have entered into an Amendment No. 1 to
the Master Agreement, dated March 30, 2010, for the purpose of providing
disclosure counsel services related to extension of the direct draw letter of
credit related to the 2005 Commercial Paper Program.
2.3 The Commission and Consultant have entered into an Amendment No. 2 to
the Master Agreement, dated October 13, 2010, for the purpose of providing
disclosure counsel services related to the issuance of Series 2010 sales tax
revenue bonds.
2.4 The Commission and Consultant have entered into an Amendment No. 3 to
the Master Agreement, dated July 13, 2011, for the purpose of revising the
Scope of Services and providing additional compensation in order to
provide disclosure counsel services related to the renewal and extension of
the standby bond purchase agreements related to the Series 2009 sales
tax revenue bonds.
2.5 The Commission and Consultant have entered into an Amendment No. 4 to
the Master Agreement, dated January 1, 2012, for the purpose of revising
the Scope of Services and providing additional compensation in order to
provide disclosure counsel services related to the substitution of the letter
of credit for the 2005 Commercial Paper Program.
17336.00009\32153249.2
2.6 The Commission and Consultant have entered into an Amendment No. 5 to
the Master Agreement, dated July 1, 2012, for the purpose of revising the
Scope of Services and providing additional compensation in order to
provide disclosure counsel services related to financing of the 91 Corridor
Improvement Project ("Project").
2.7 The Commission and Consultant have entered into an Amendment No. 6 to
the Master Agreement, dated July 1, 2013, for the purpose of providing
additional compensation and extending the term.
2.8 The Commission and Consultant have entered into an Amendment No. 7 to
the Master Agreement, dated July 1, 2014, for the purpose of providing
additional compensation and extending the term.
2.9 The Commission and Consultant have entered into an Amendment No. 8 to
the Master Agreement, dated July 1, 2015, for the purpose of extending the
term
2.10 The Commission and Consultant have entered into an Amendment No. 9 to
the Master Agreement, dated July 1, 2016, for the purpose of providing
additional compensation and extending the term.
2.11 The Commission and the Consultant have entered into an Amendment No.
10 to the Master Agreement, dated September 14, 2016, for the purposed
of amending the Services, as defined in the Master Agreement, to include
disclosure counsel services related to the termination of the Deutsche Bank
swap and issuance of refunding bonds for the 2009 Bond Series A, and to
provide additional funding for such Services.
2.12 The Commission and the Consultant have entered into an Amendment No.
11 to the Master Agreement, dated July 1, 2017, for the purpose of providing
additional compensation and extending the term.
2.13 The Commission and the Consultant have entered into an Amendment No.
12 to the Master Agreement, dated March 14, 2018, for the purpose of
providing additional compensation for disclosure counsel services related
to the issuance of the 2018 Series A Refunding Bonds and the termination
of the Bank of America, N.A. swap.
2.14 The Commission and the Consultant have entered into an Amendment No.
13 to the Master Agreement, dated July 1, 2018, for the purpose of providing
additional compensation and extending the term.
2
17336.00009\32153249.2
2.15 The Commission and the Consultant have entered into an Amendment No.
14 to the Master Agreement, dated July 1, 2019, for the purpose of providing
additional compensation and extending the term.
2.16 The parties now desire to amend the Master Agreement in order to provide
additional compensation for disclosure counsel services related to the
issuance of the 2020 Series Toll Revenue Refunding Bonds.
3. TERMS
3.1 Reserved.
3.2 The maximum compensation for Services performed pursuant to this
Amendment shall be One Hundred Fifty -Five Thousand Dollars ($155,000).
Work shall be performed at the rates set forth in the Master Agreement, as
previously amended.
3.3 Except as amended by this Amendment, all provisions of the Master
Agreement, as amended by Amendment Nos. 1 through 14, including
without limitation the indemnity and insurance provisions, shall remain in full
force and effect and shall govern the actions of the parties under this
Amendment.
3.4 This Amendment No. 15 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.5 This Amendment No. 15 may be signed in counterparts, each of which shall
constitute an original.
[Signatures on following page]
3
17336.00009\32153249.2
SIGNATURE PAGE
TO
AGREEMENT NO. 09-19-072-15
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first herein above written.
RIVERSIDE COUNTY NORTON ROSE FULBRIGHT
TRANSPORTATION COMMISSION US LLP
By: By:
Anne Mayer, Executive Director Signature
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
Counsel to the Riverside County
Transportation Commission
4
17336.00009\32153249.2
Name
Title
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
REFINANCING OF
RCTC 91 EXPRESS LANES TOLL DEB
Theresia Trevino, Chief Financial Officer
• Express
1 Lanes
Current 91 Express Lanes Toll Debt
Toll Revenue Bonds
Original Amount
Outstanding at
January 31, 2020
Senior Lien Bonds:
2013 Series A Bonds (Current Interest Bonds)
2013 Series B Bonds (Capital Appreciation
Bonds)
Subordinate Lien Bonds:
2013 TIFIA Loan
a• Express
1 Lanes
$ 123,825,000 $ 123,825,000
52,829,602 I 80,604,924
421,054,409 480,855,269
$ 597,709,011 $ 685,285,193
MARCH 11, 2020
2
Plan of Finance
• Finance Team
• Debt structuring
&Express
Lanes
Refinancing Process
Documentation
• Legal documents
• Resolution
• Indenture
• Official Statement
Credit Analysis
• Presentation
• Rating
Board approval
• Refinancing plan
• Legal documents
• Official Statement
Sale of Bonds
• Investor marketing
• Pricing and sale
• Official Statement
• Closing
MARCH 11, 2020
3
Financing Team
Other
pecialists,
require
Trustee/Escrow
Agent
Rating
Agency(s)
&Express
Lanes
Municipal
Advisor
Bond Couns
RCTC zJ
1
Disclosure
Counsel
MARCH 11, 2020
4
Proposed 2020 Refinancing Plan
Toll Revenue Debt:
2013A Bonds
TIFIA Loan
&Express
Lanes
• $123.8 million Current Interest Bonds (2013A Bonds)
• $481 million TIFIA loan
• Burdensome TIFIA restrictions and administration
Issue 202
Refunding To
Bonds
Preliminary, subject to change
• $625 million par bonds
• $40 million premium
Achieve debt
service savings
• $35 million net present value
• 5.8% of refunded debt
• Pay off debt 3 years earlier
Flexibility to fund or
accelerate 91
corridor projects
• 15/91 Express Lanes Connector
• 91 Corridor Operations Project
• 71 /91 Interchange Project
MARCH 11, 2020
&Express
Lanes
2020 Refinancing Toll Bonds
Sources and Uses
Amounts in $000s
SOURCES
Par Amount
Premium
TIFIA Reserve Release
Funds on Hand
TOTAL SOURCES
USES
Escrow Deposit
Debt Service Reserve Fund
Capitalized Interest
Costs of Issuance
TOTAL USES
Refund 2013A Bonds
Prepay 2013 TIFIA Loan
SERIES 2020A
(Senior Lien Taxable)
SERIES 2020B
(Senior Lien
Tax- Exempt)
$156,580
$357,245
29,274
19,976
2,373
$158,953 $406,495
$142,975 $373,507
772
30,867
14,274
932
2,121
$158,953 $406,495
SERIES 2020C
(Second Lien
Tax -Exempt)
$111,600
10,693
$122,293
$1 1 1,065
10,558
670
$122,293
TOTAL
$625,425
39,967
19,976
2,373
$687,741
$627,547
42,197
14,274
3,723
$687,741
MARCH 11, 2020
Preliminary, subject to change
6
Required Disclosures
Required Information
Amount
True interest cost of the bonds
Costs of issuance, including underwriter's discount
Amount of bond proceeds less costs of issuance, reserves and
capitalized interest, excluding release of debt service reserve
funds
Total debt service payments through the final maturity
• Express
A Lanes
Preliminary, subject to change
3.27%
$3,723,592
$605,197,731
$1,075,426,226
MARCH 11, 2020
7
2020 Refinancing
Documents and Approvals
Refinancing
Bonds
Negotiated
Bond Sale
Escrow
Deposit
Costs of
Issuance
• Express
A Lanes
Resolution
No. 20-001
Bond
Purchase
Agreement
Escrow
Agreement
Estimated
Costs
or
J:A
Official
Statement
Professional
Services
Agreement
Amendments
Continuing , 3rd and 4th
Disclosure Supplemental
Agreement A Indentures
MARCH 11, 2020
8
" 1 / 8 F i n a n c e
t e a m
a c t i v a t e d
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" 2 / 1 9 R a t i n g
p r e s e n t a t i o n s
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" 3 / 3 0 - 3 1 B o n d
p r i c i n g a n d s a l e
M A R C H 1 1 , 2 0 2 0
9
Why Refinance Now
Benefit to RC
• Reduce interest costs
• Repay toll debt earlier
• Capture additional near -term surplus toll revenues
• Eliminate TIFIA loan restrictions
• Ensure local control and future flexibility
Curren ar e on • i ions
• Historically low interest rates and large amounts of investor cash available
• Current interest rates reflect market's expectation of future events
• 2013 TIFIA Loan outstanding balance increases daily
• 2013A Bonds slightly cheaper to refund as 2023 call date nears
• Express
1 Lanes
MARCH 11, 2020
10
Staff Recommendations
• Approve refinancing plan to refund 2013A
Bonds and prepay 2013 TIFIA Loan
• Adopt Resolution No. 20-001
• Approve transaction legal documents
• Approve costs of issuance
• Approve professional services agreement
amendments
• Approve budget adjustments
&Express
Lanes
• Debt service savings
• Earlier repayment
• More local control
MARCH 11, 2020
11
AGENDA ITEM 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
Bryce Johnston, Capital Projects Manager
Mark Lancaster, Right of Way Manager
Marlin Feenstra, Project Delivery Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Award of Interstate 15/Railroad Canyon Road Interchange
Construction Agreement to Riverside Construction Company
Project
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Award Agreement No. 20-31-034-00 to Riverside Construction Company to construct
the Interstate 15/Railroad Canyon Road Interchange Project (Project), in the amount of
$27,698,589, plus a contingency amount of $2,769,859, for potential change orders and
supplemental work in the amount of $910,000 during construction, for a total amount
not to exceed $31,378,448;
2) Approve Agreement No. 20-31-046-00 with the Pechanga Band of Luiseno Indians
(Pechanga) for an amount not to exceed $100,000 for Native American monitoring
services during construction of the Project;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize
and execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director, or designee, to approve contingency work as may be
required for the Project.
BACKGROUND INFORMATION:
At its May 11, 2011, meeting, the Commission approved an agreement with the city of Lake
Elsinore, designating the Commission as the lead agency and to develop the plans,
specifications and estimate package (PS&E) for the Project (see map on Attachment 1) on
behalf of the City. The Project will improve traffic circulation within the area by constructing
new northbound hook ramps from 1-15 that connect to Grape Street, reconstructing the
existing northbound entrance ramp, widening the southbound entrance and exit ramps,
widening Railroad Canyon Road under the freeway from six to eight lanes, and installing
drainage and signal improvements. The project approval and environmental document phase
was completed in August 2017.
Agenda Item 9
234
Procurement Process:
On December 18, 2019, the Commission released the Invitation for Bids (IFB) No. 20-31-034-00
for construction of the Project. A public notice was advertised in the Press Enterprise, and the
complete IFB, including all contract documents, was posted on the PlanetBids website, which is
accessible through the Commission's website. Electronic mail messages were sent to vendors
registered in the Commission's PlanetBids database that fit the IFB qualifications. 133 firms
downloaded the IFB. 37 of those firms are located in Riverside County. A pre -bid conference
was held at the Commission's office on January 7. On February 13, 12 bids were received and
publicly opened. A summary of the bids received is shown in Table 1.
Table 1
Construction of I-15/Railroad Canyon Road Interchange
Engineer's Estimate
$35,725,774
Riverside Construction Company
$27,698,589
Skanska USA Civil West California District, Inc.
$27,874,000
Ortiz Enterprises, Inc.
$30,374,376
Security Paving Company, Inc.
$30,499,521
,
Steve P. Rados, Inc.
$30,691,251
Beador Construction Company, Inc.
$30,944,678
Group OHL— North America
$31,363,844
Flatiron West, Inc.
$31,730,939
SEMA Construction, Inc.
$31,741,926
'
Walsh Construction Company II, LLC
$33,307,616
Griffith Company
$34,578,000
Accel Construction
N/A
The basis for award for a public works contract is the lowest responsive and responsible bidder
as defined by the Commission's procurement policy and state law. The preliminary bid analysis
(Attachment 3) shows the bid amounts of the three lowest apparent bidders, the total price per
item and percent variation from the engineer's estimate for each bid item. The bid price
submitted by Riverside Construction Company was 22.5 percent lower than the engineer's
estimate. Although Riverside Construction Company's bid is lower than the engineer's
estimate, an analysis of the bids is required and will be completed by staff prior to the March
Commission meeting.
After analyzing the 12 bids received, staff preliminarily concluded that Riverside Construction
Company is the lowest responsible bidder submitting a responsive bid in the amount of
$27,698,589 for the Project.
Agenda Item 9
235
Staff recommends award of Agreement No. 20-31-034-00 for the construction of the Project to
Riverside Construction Company for the amount of $27,698,589, plus a contingency amount of
$2,769,859, to cover potential change orders encountered during construction and
supplemental work items in the amount of $910,000, for a total amount not to exceed
$31,378,448. Supplemental work is work that will have to be done during construction but is
not quantifiable at the time of construction advertisement. Two common supplemental items
of work are maintaining existing traffic and the price index fluctuation of asphalt pavement.
Construction activity is expected to begin in April 2020 and will take about 24 months to
complete.
Native American Monitoring
A portion of the Project is within Native American culturally sensitive areas. The environmental
document requires that the Project give the affected Native American Tribe, Pechanga, the
opportunity to monitor construction excavation activities occurring in the sensitive areas, and it
has indicated it wishes to monitor soil disturbance and excavation activities for the Project.
Staff recommends approval of Agreement No. 20-31-046-00 for Native American monitoring
services during the construction of the Project for an amount not to exceed $100,000.
Table 2 presents the total funding for the construction and construction support phases of the
Project. Construction support dollars reflect the construction management contract awarded
to Arcadis U.S, Inc. in June 2019, as well as estimated Commission and Bechtel staff, legal
support and other consultant costs for the construction phase of the Project.
Table 2
Project Funding
(Amounts in thousands)
City
SB1 LPP STIP-RIP Impact
Fee
Construction Capital $ 15,000 $ 2,920 $ 755
Construction Support
Total $ 15,000 $ 2,920 $ 755
TUMF Regional
Arterial
Total
$14,799 $ 33,474
7,450 7,450
$ 22,249 $ 40,924
There is sufficient funding programmed to support the Project costs, including the construction
costs and Native American monitoring services that are the subject of this staff report.
Agenda Item 9
236
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2019/20
Amount:
$ 5,100,000
N/A
FY 2020/21+
$26,378,448
TUMF Regional Arterial State SB1 Local
Partnership Program (LPP) and State
Source of Funds:
Transportation Improvement Program-
Budget Adjustment:
No
Regional Improvement Program
N/A
(STIP/RIP) funds; City of Lake Elsinore
Traffic Impact Fees
005104 81301 00000 0000 210 72 81301 Construction
GL/Project Accounting No.:
005104 81304 00000 0000 210 72 81301 Construction Support
Fiscal Procedures Approved:
\le,4,1
Date:
02/14/2020
Attachments:
1) Project Map
2) Draft Agreement No. 20-31-034-00
3) Bid Analysis
4) Draft Native American Monitoring Agreement No. 20-31-046-00
Approved by the Western Riverside County Programs and Projects Committee on
February 24, 2020
In Favor: 11 Abstain: 0 No: 0
Agenda Item 9
237
I-1.5 RAILROAD CANYON ROAD INTERCHANGE
1111111•MO
•
AgSal2r'm°-'
T INHWHDVIIV
ATTACHMENT 2
CONSTRUCTION SERVICES FOR THE
INTERSTATE 15 RAILROAD CANYON ROAD INTERCHANGE
AND RELATED WORK
AGREEMENT NO. 20-31-034-00
1. PARTIES AND DATE.
This Contract is made and entered into this day of , 2020 by and
between the Riverside County Transportation Commission (hereinafter called the
"Commission") and Riverside Construction Company (hereinafter called the "Contractor").
This Contract is for that Work described in the Contract Documents entitled CONSTRUCTION
SERVICES FOR THE INTERSTATE 15 RAILROAD CANYON ROAD
INTERCHANGE AND RELATED RK
2. RECITALS.
2.1 The Commission is a County Transpo on Com ion organized under the
provisions of Sections 130000, et seq. of the Public ties Code of t tate of California, with
power to contract for services necessary to achievi s p . se;
2.2 Contractor, in response to a Notice I
18, 2019, has submitted a bid proposal for C
INTERSTATE 15 RAILROAD CA
RELATED WORK
2.3 Commission has
awarded the bid to Co
Documents.
Bids ed by Commission on December
SERVICES FOR THE
D INTERCHANGE AND
onsidered the Contractor's bid proposal and duly
cordance with the Notice Inviting Bids and other Bid
2.4 Contrac has obt ed, and delivers concurrently herewith, Performance and
Payment Bonds and evid- o ' surance coverage as required by the Contract Documents.
3. TERMS.
3.1 Incorporation of Documents.
This Contract includes and hereby incorporates in full by reference this Contract and the
following Contract Documents provided with the above referenced Notice Inviting Bids, including
all exhibits, drawings, specifications and documents therein, and attachments thereto, all of which,
including all addendum thereto, are by this reference incorporated herein and made a part of this
Contract:
a. NOTICE INVITING BIDS
b. INSTRUCTIONS TO BIDDERS
c. CONTRACT BID FORMS
d. FORM OF CONTRACT
Contract-1
1733 6.0601 K\29695231.1
239
e.
f.
g•
PAYMENT AND PERFORMANCE BOND FORMS
ESCROW AGREEMENT FOR SECURITY DEPOSITS
CONTRACT APPENDIX
PART "A" - Regulatory Requirements and Permits
PART "B" — Standard Provisions
PART "C" — Special Provisions
PART "D" — Contract Plans
PART "E" — Supplemental Materials
h. ADDENDUM NO.(S) (N/A or Add Addendum Numbers)
3.2 Contractor's Basic Obligation.
Contractor promises and agrees, at his own cost and
Commission all labor, materials, tools, equipment, services
for CONSTRUCTION SERVICES FOR THE INT
CANYON ROAD INTERCHANGE AND
Notwithstanding anything else in the Cont
the Work for a total of Twenty Seven Million Six Hu
Eighty -Nine Dollars ($27,698,589), as sp
submitted by the Contractor in response to
amount shall be subject to adjustment in acc
All Work shall be subject to, and
Documents.
3.3 Period of Perform
Contractor sh
days (excluding pla
accordance with the Mi
that if such Work is not c
e - se, to furnish to the
idental and customary work
A RAILROAD
ATED
ents, the Contractor shall complete
inety-Eight Thousand Five Hundred
id proposal and pricing schedules
nced Notice Inviting Bids. Such
he applicable terms of this Contract.
cordance with the above referenced Contract
lete all Work under this Contract within 434 working
t work) of the effective date of the Notice to Proceed, and in
pletion Dates set forth in the table below. Contractor agrees
d within the aforementioned periods, liquidated damages will
apply as provided by the appli . ble provisions of the General Conditions, found in Part "B" of the
Contract Appendix. The amount of liquidated damages shall equal thirteen thousand five hundred
dollars ($13,500.00) for each day or fraction thereof, it takes to complete the Work, or specified
portion(s) of the Work, over and above the number of days specified herein or beyond the Project
Milestones established by approved Construction Schedules.
1733 6.0601 K\29695231.1
Contract-2
240
3.4 Commission's Basic Obligation.
Commission agrees to engage and does hereby engage Contractor as an independent
contractor to furnish all materials and to perform all Work according to the terms and conditions
herein contained for the sum set forth above. Except as otherwise provided in the Contract
Documents, the Commission shall pay to Contractor, as full consideration for the satisfactory
performance by the Contractor of services and obligation required by this Contract, the above
referenced compensation in accordance with Compensation Provisions set forth in the Contract
Documents.
3.5 Contractor's Labor Certification.
Contractor maintains that he is aware of the provisions of Section 3700 of the Labor Code
which require every employer to be insured against liability fo orker's Compensation or to
undertake self-insurance in accordance with the provisions o . t Code, and agrees to comply
with such provisions before commencing the performance . ' ork. A certification form for
this purpose is attached to this Contract as Exhibit "A" a► . ncorped herein by reference, and
shall be executed simultaneously with this Contract.
3.6 Successors.
The parties do for themselves, th
assigns agree to the full performance of all of
may not either voluntarily or by act • of
hereunder without the prior writte
All notices her
Contract or changes
return receipt requeste
Contractor:
Riverside Construction Company
4225 Garner Rd
Riverside, CA 92501
Attn: Bryan Lounsbury
rs, administrators, successors, and
ntained in this Contract. Contractor
y obligation assumed by Contractor
unications regarding interpretation of the terms of the
ed by the mailing thereof by registered or certified mail,
aid and addressed as follows:
Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502-2208
Attn: Executive Director
Any notice so given shall be considered received by the other party three (3) days after
deposit in the U.S. Mail, first class postage prepaid, addressed to the party at the above address.
Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the
method of service.
1733 6.0601 K\29695231.1
Contract-3
241
CONTRACTOR
Riverside Construction Company
COMMISSION
RIVERSIDE COUNTY
TRANSPORTATION
By: By:
Name
Title
Tax I.D. Number:
1733 6.0601 K\29695231.1
Anne Mayer
Riverside County Transportation
Commission
APPROVED AS TO FORM:
By:
Contract-4
242
t & er LLP
'se1, RCTC
ATTACHMENT 3
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
% of
PRICE AMOUNT W
Total w n
SPREAD SPREAD I z
Avg.
7,500.00 $ 7,500 0% 1
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
UNIT BID ENGINEER'S % of
ITEM ITEM AMOUNT
ITEM DESCRIPTION OF QTY ESTIMATED Eng
NUM CODE MEASURE (C=A x B)
(A) PRICE (B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR
PRICE AMOUNT ENGR
EST
% VAR
PRICE AMOUNT ENGR
EST
%Var
PRICE AMOUNT
to Avg
% Var
PRICE AMOUNT
to Avg
% Var
PRICE AMOUNT
to Avg
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
1 70030 LEAD COMPLIANCE PLAN LS 1 $ 6,000.00 $ 6,000 0% 3,500.00 $ 3,500 -42% 2,500.00 $ 2,500 -58% 10,000.00 $ 10,000 67%
5,333.33 $ 5,333 0% -11%
(1,833.33) $ (1,833) -34% (2,833.33) $ (2,833) -53% 4,666.67 $ 4,667 88%
2 80050 PROGRESS SCHEDULE (CRITICAL PATH METHOD) LS 1 $ 10,000.00 $ 10,000 0% 25,000.00 $ 25,000 150% 40,000.00 $ 40,000 300% 75,000.00 $ 75,000 650%
46,666.67 $ 46,667 0% 367%
(21,666.67) $ (21,667) -46% (6,666.67) $ (6,667) -14% 28,333.33 $ 28,333 61%
50,000.00 $ 50,000 0% 2
3 90100 TIME -RELATED OVERHEAD (WDAY) WDAY 434 $ 6,845.00 $ 2,970,730 8% 2,500.00 $ 1,085,000 -63% 3,000.00 $ 1,302,000 -56% 4,200.00 $ 1,822,800 -39%
3,233.33 $ 1,403,267 5%A -53%
(733.33) $ (318,267) -23% (233.33) $ (101,267) -7% 966.67 $ 419,533 30%
1,700.00 $ 737,800 3% 3
4 120090 CONSTRUCTION AREA SIGNS LS 1 $ 193,000.00 $ 193,000 1% 75,000.00 $ 75,000 -61% 150,000.00 $ 150,000 -22% 200,000.00 $ 200,000 4%
141,666.67 $ 141,667 0% -27%
(66,666.67) $ (66,667) -47% 8,333.33 $ 8,333 6% 58,333.33 $ 58,333 41%
125,000.00 $ 125,000 0% 4
5 120100 TRAFFIC CONTROL SYSTEM LS 1 $ 310,000.00 $ 310,000 1% 550,000.00 $ 550,000 77%4 500,000.00 $ 500,000 61554 325,000.00 $ 325,000 5%
458,333.33 $ 458,333 2% 48%
91,666.67 $ 91,667 20% 41,666.67 $ 41,667 9% (133,333.33) $ (133,333) -29%
225,000.00 $ 225,000 1% 5
6 120116 TYPE II BARRICADE EA 14 $ 60.00 $ 840 0% 125.00 $ 1,750 108% 30.00 $ 420 -50% 300.00 $ 4,200 400%
151.67 $ 2,123 0% 153%
(26.67) $ (373) -18% (121.67) $ (1,703) -80% 148.33 $ 2,077 98%
270.00 $ 3,780 0% 6
7 120120 TYPE III BARRICADE EA 3 $ 130.00 $ 390 0% 300.00 $ 900 131% 100.00 $ 300 -23% 500.00 $ 1,500 285%
300.00 $ 900 0% 131%
- $ - 0% (200.00) $ (600) -67% 200.00 $ 600 67%
400.00 $ 1,200 0% 7
8 120165 CHANNELIZER (SURFACE MOUNTED) EA 310 $ 46.00 $ 14,260 0% 40.00 $ 12,400 -13% 50.00 $ 15,500 9% 50.00 $ 15,500 9%
46.67 $ 14,467 0% 1%
(6.67) $ (2,067) -14% 3.33 $ 1,033 7% 3.33 $ 1,033 7%
10.00 $ 3,100 0% 8
9 124000 TEMPORARY PEDESTRIAN ACCESS ROUTE LS 1 $ 4,000.00 $ 4,000 0% 45,000.00 $ 45,000 1025 % 35,000.00 $ 35,000 775% 75,000.00 $ 75,000 1775%
51,666.67 $ 51,667 0% 1192%
(6,666.67) $ (6,667) -13% (16,666.67) $ (16,667) -32% 23,333.33 $ 23,333 45%
40,000.00 $ 40,000 0% 9
10 128652 PORTABLE CHANGEABLE MESSAGE SIGN (LS) LS 1 $ 60,000.00 $ 60,000 0% 75,000.00 $ 75,000 25% 135,000.00 $ 135,000 125% 100,000.00 $ 100,000 67%
103,333.33 $ 103,333 0% 72%
(28,333.33) $ (28,333) -27% 31,666.67 $ 31,667 31% (3,333.33) $ (3,333) -3%
60,000.00 $ 60,000 0% 10
11 129000 TEMPORARY RAILING (TYPE K) LF 36,800 $ 15.00 $ 552,000 2% 12.00 $ 441,600 -20% 6.00 $ 220,800 -60% 13.00 $ 478,400 -13%
10.33 $ 380,267 1% -31%
1.67 $ 61,333 16% (4.33) $ (159,467) -42% 2.67 $ 98,133 26%
7.00 $ 257,6001% 11
12 129100 TEMPORARY CRASH CUSHION MODULE EA 290 $ 300.00 $ 87,000 0% 250.00 $ 72,500 -17% 300.00 $ 87,000 0% 250.00 $ 72,500 -17%
266.67 $ 77,333 0% -11%
(16.67) $ (4,833) -6% 33.33 $ 9,667 13% (16.67) $ (4,833) -6%
50.00 $ 14,500 0% 12
13 130100 JOB SITE MANAGEMENT LS 1 $ 120,000.00 $ 120,000 0% 100,000.00 $ 100,000 -17% 80,000.00 $ 80,000 -33% 10,000.00 $ 10,000 -92%
63,333.33 $ 63,333 0% -47%
36,666.67 $ 36,667 58% 16,666.67 $ 16,667 26% (53,333.33) $ (53,333) -84%
90,000.00 $ 90,000 0% 13
14 130300 PREPARE STORM WATER POLLUTION PREVENTION PLAN LS 1 $ 13,000.00 $ 13,000 0% 7,500.00 $ 7,500 -42% 5,000.00 $ 5,000 -62% 165,000.00 $ 165,000 1169%
59,166.67 $ 59,167 0% 355%
(51,666.67) $ (51,667) -87% (54,166.67) $ (54,167) -92% 105,833.33 $ 105,833 179%
160,000.00 $ 160,000 1% 14
15 130310 RAIN EVENT ACTION PLAN EA 13 $ 500.00 $ 6,500 0% 650.00 $ 8,450 30% 250.00 $ 3,250 -50% 600.00 $ 7,800 20%
500.00 $ 6,500 0% 0%
150.00 $ 1,950 30% (250.00) $ (3,250) -50% 100.00 $ 1,300 20%
400.00 $ 5,200 0% 15
16 130320 STORM WATER SAMPLING AND ANALYSIS DAY EA 14 $ 1,500.00 $ 21,000 0% 650.00 $ 9,100 -57% 250.00 $ 3,500 -83% 350.00 $ 4,900 -77%
416.67 $ 5,833 0% -72%
233 33 $ 3,267 56% (166.67) $ (2,333) -40% (66.67) $ (933) -16%
400.00 $ 5,600 0% 16
17 130330 STORM WATER ANNUAL REPORT EA 3 $ 2,000.00 $ 6,000 0% 650.00 $ 1,950 -68% 1,000.00 $ 3,000 -50% 500.00 $ 1,500 -75%
716.67 $ 2,150 0% -64%
(66.67) $ (200) -9% 283.33 $ 850 40% (216.67) $ (650) -30%
500.00 $ 1,500 0% 17
18 130505 MOVE-IN/MOVE-OUT (TEMPORARY EROSION CONTROL) EA 6 $ 700.00 $ 4,200 0% 600.00 $ 3,600 -14% 1,000.00 $ 6,000 43% 500.00 $ 3,000 -29%
700.00 $ 4,200 0% 0%
(100.00) $ (600) -14% 300.00 $ 1,800 43% (200.00) $ (1,200) -29%
500.00 $ 3,000 0% 18
19 130530 TEMPORARY HYDRAULIC MULCH (BONDED FIBER MATRIX) SQYD 87,852 $ 0.90 $ 79,067 0% 0.70 $ 61,496 -22% 1.00 $ 87,852 11% 0.80 $ 70,282 -11%
0.83 $ 73,210 0% -7%
(0.13) $ (11,714) -16% 0.17 $ 14,642 20% (0.03) $ (2,928) -4%
0.30 $ 26,356 0% 19
20 130610 TEMPORARY CHECK DAM LF 18,534 $ 7.00 $ 129,738 0% 5.00 $ 92,670 -29% 3.00 $ 55,602 -57% 6.00 $ 111,204 -14%
4.67 $ 86,492 0% -33%
0.33 $ 6,178 7% (1.67) $ (30,890) -36% 1.33 $ 24,712 29%
3.00 $ 55,602 0% 20
21 130620 TEMPORARY DRAINAGE INLET PROTECTION EA 92 $ 300.00 $ 27,600 0% 150.00 $ 13,800 -50% 450.00 $ 41,400 50% 450.00 $ 41,400 50%
350.00 $ 32,200 0% 17%
(200.00) $ (18,400) -57% 100.00 $ 9,200 29% 100.00 $ 9,200 29%
300.00 $ 27,600 0% 21
22 130621 A TEMPORARY DRAINAGE OUTLET PROTECTION EA 6 $ 300.00 $ 1,800 0% 250.00 $ 1,500 -17% 1,500.00 $ 9,000 41 °` 450.00 $ 2,700 50%
733.33 $ 4,400 0% 144%
(483.33) $ (2,900) -66% 766.67 $ 4,600 105% (283.33) $ (1,700) -39%
1,250.00 $ 7,500 0% 22
23 130640 TEMPORARY FIBER ROLL LF 34,827 $ 3.50 $ 121,895 0% 3.50 $ 121,895 0% 5.00 $ 174,135 43% 5.00 $ 174,135 43%
4.50 $ 156,722 1% 29%
(1.00) $ (34,827) -22% 0.50 $ 17,414 11% 0.50 $ 17,414 11%
1.50 $ 52,241 0% 23
24 130650 TEMPORARY GRAVEL BAG BERM LF 164 $ 6.00 $ 984 0% 20.00 $ 3,280 233% 20.00 $ 3,280 233% 6.00 $ 984 0%
15.33 $ 2,515 0% 156%
4.67 $ 765 30% 4.67 $ 765 30% (9.33) $ (1,531) -61%
14.00 $ 2,296 0% 24
25 130680 TEMPORARY SILT FENCE LF 15,630 $ 4.00 $ 62,520 0% 4.00 $ 62,520 0% 4.50 $ 70,335 13% 5.00 $ 78,150 25%
4.50 $ 70,335 0% 13%
(0.50) $ (7,815) -11% - $ - 0% 0.50 $ 7,815 11%
1.00 $ 15,630 0% 25
26 130710 TEMPORARY CONSTRUCTION ENTRANCE EA 18 $ 3,000.00 $ 54,000 0% 5,000.00 $ 90,000 6671 5,000.00 $ 90,000 ` 671 3,500.00 $ 63,000 17%
4,500.00 $ 81,000 0% 50%
500.00 $ 9,000 11% 500.00 $ 9,000 11% (1,000.00) $ (18,000) -22%
1,500.00 $ 27,000 0% 26
27 130730 STREET SWEEPING LS 1 $ 175,000.00 $ 175,000 0% 50,000.00 -71% 130,000.00 $ 130,000 -26% 261,000.00 $ 261,000 49%
147,000.00 $ 147,000 1% -16%
(97,000.00) $ (97,000) -66% (17,000.00) $ (17,000) -12% 114,000.00 $ 114,000 78%
211,000.00 $ 211,000 1% 27
28 130900 TEMPORARY CONCRETE WASHOUT LS 1 $ 120,000.00 $ 120,000 0% 50,000.00 $ 50,000 -58% 45,000.00 $ 45,000 -63% 65,000.00 $ 65,000 -46%
53 333 33 $ 53,333 0% -56%
(3,333.33) $ (3,333) -6% (8,333.33) $ (8,333) -16% 11,666.67 $ 11,667 22%
20,000.00 $ 20,000 0% 28
29 141103 REMOVE YELLOW THERMOPLASTIC TRAFFIC STRIPE (HAZAR LF 16,982 $ 2.00 $ 33,964 0% 0.50 $ 8,491 -75% 0.75 $ 12,737 -63% 0.60 $ 10,189 -70%
0.62 $ 10,472 0% -69%
(0.12) $ (1,981) -19% 0.13 $ 2,264 22% (0.02) $ (283) -3%
0.25 $ 4,246 0% 29
30 141104 REMOVE YELLOW THERMOPLASTIC PAVEMENT MARKING (H) SOFT 127 $ 4.00 $ 508 0% 3.00 $ 381 -25% 10.00 $ 1,270 150% 5.00 $ 635 25%
6.00 $ 762 0% 50%
(3.00) $ (381) -50% 4.00 $ 508 67% (1.00) $ (127) -17%
7.00 $ 889 0% 30
31 141120 TREATED WOOD WASTE LB 30,918 $ 0.30 $ 9,275 0% 0.50 $ 15,459 67%41 0.25 $ 7,730 -17% 0.35 $ 10,821 17%
0.37 $ 11,337 0% 22%
0.13 $ 4,122 36% (0.12) $ (3,607) -32% (0.02) $ (515) -5%
0.25 $ 7,730 0% 31
32 146002 CONTRACTOR -SUPPLIED BIOLOGIST (LS) LS 1 $ 30,000.00 $ 30,000 0% 50,000.00 $ 50,000 67% 100,000.00 $ 100,000 233% 75,000.00 $ 75,000 150%
75,000.00 $ 75,000 0% 150%
(25,000.00) $ (25,000) -33% 25,000.00 $ 25,000 33% - $ - 0%
50,000.00 $ 50,000 0% 32
33 146003 NATURAL RESOURCE PROTECTION PLAN LS 1 $ 10,000.00 $ 10,000 0% 5,000.00 $ 5,000 -50% 10,000.00 $ 10,000 0% 2,500.00 $ 2,500 -75%
5,833.33 $ 5,833 0% -42%
(833.33) $ (833) -14% 4,166.67 $ 4,167 71% (3,333.33) $ (3,333) -57%
7,500.00 $ 7,500 0% 33
34 146007 INVASIVE SPECIES CONTROL LS 1 $ 5,000.00 $ 5,000 0% 7,500.00 $ 7,500 50% 135,000.00 $ 135,000 2600% 5,000.00 $ 5,000 0%
49,166.67 $ 49,167 0% 883%
(41,666.67) $ (41,667) -85% 85,833.33 $ 85,833 175% (44,166.67) $ (44,167) -90%
130,000.00 $ 130,000 0% 34
35 153121 REMOVE CONCRETE (CY) CY 224 $ 200.00 $ 44,800 0% 200.00 $ 44,800 0% 70.00 $ 15,680 -65% 115.00 $ 25,760 -43%
128.33 $ 28,747 0% -36%
71.67 $ 16,053 56% (58.33) $ (13,067) -45% (13.33) $ (2,987) -10%
130.00 $ 29,120 0% 35
36 153247 REMOVE CONCRETE(MISCELLANEOUS)(CY) CY 157 $ 300.00 $ 47,100 0% 85.00 $ 13,345 -72% 115.00 $ 18,055 -62% 85.00 $ 13,345 -72%
95.00 $ 14,915 0% -68%
(10.00) $ (1,570) -11% 20.00 $ 3,140 21% (10.00) $ (1,570) -11%
30.00 $ 4,710 0% 36
37 160110 TEMPORARY HIGH -VISIBILITY FENCE LF 3,336 $ 10.00 $ 33,360 0% 6.00 $ 20,016 -40% 7.00 $ 23,352 -30% 5.00 $ 16,680 -50%
6.00 $ 20,016 0% -40%
- $ - 0% 1.00 $ 3,336 17% (1.00) $ (3,336) -17%
2.00 $ 6,672 0% 37
38 170103 CLEARING AND GRUBBING (LS) LS 1 $ 100,000.00 $ 100,000 0% 150,000.00 $ 150,000 50% 25,000.00 $ 25,000 -75% 200,000.00 $ 200,000 100%
125,000.00 $ 125,000 0% 25%
25,000.00 $ 25,000 20% (100,000.00) $ (100,000) -80% 75,000.00 $ 75,000 60%
175,000.00 $ 175,000 1% 38
39 180106 DUST PALLIATIVE LS 1 $ 150,000.00 $ 150,000 0% 25,000.00 $ 25,000 -83% 8,000.00 $ 8,000 -9555 12,500.00 $ 12,500 -92%
15,166.67 $ 15,167 0% -90%
9,833.33 $ 9,833 65% (7,166.67) $ (7,167) -47% (2,666.67) $ (2,667) -18%
17,000.00 $ 17,000 0% 39
40 190101 ROADWAY EXCAVATION CY 31,968 $ 30.00 $ 959,040 3% 22.00 $ 703,296 -27% 24.00 $ 767,232 -20% 34.00 $ 1,086,912 13%
26.67 $ 852,480 3% -11%
(4.67) $ (149,184) -18% (2.67) $ (85,248) -10% 7.33 $ 234,432 28%
12.00 $ 383,616 1% 40
41 192003F STRUCTURE EXCAVATION (BRIDGE) CY 76 $ 40.00 $ 3,040 0% 125.00 $ 9,500 213% 80.00 $ 6,080 100% 150.00 $ 11,400 275%
118.33 $ 8,993 0% 196%
6.67 $ 507 6% (38.33) $ (2,913) -32% 31.67 $ 2,407 27%
70.00 $ 5,320 0% 41
42 192037 STRUCTURE EXCAVATION (RETAINING WALL) CY 4,168 $ 60.00 $ 250,080 1% 40.00 $ 166,720 -33% 45.00 $ 187,560 -25% 50.00 $ 208,400 -17%
45.00 $ 187,560 1% -25%
(5.00) $ (20,840) -11% - $ - 0% 5.00 $ 20,840 11%
10.00 $ 41,680 0% 42
43 192055 STRUCTURE EXCAVATION (SOIL NAIL WALL) CY 970 $ 55.00 $ 53,350 0% 65.00 $ 63,050 18% 55.00 $ 53,350 0% 80.00 $ 77,600 45%
66.67 $ 64,667 0% 21%
(1.67) $ (1,617) -3% (11.67) $ (11,317) -18% 13.33 $ 12,933 20%
25.00 $ 24,250 0% 43
• 44 192060 STRUCTURE EXCAVATION (GROUND ANCHOR WALL) CY 428 $ 55.00 $ 23,540 0% 150.00 $ 64,200 173%170.00 $ 72,760 209%' 110.00 $ 47,080 100%
143.33 $ 61,347 0% 161%
6.67 $ 2,853 5% 26.67 $ 11,413 19% (33.33) $ (14,267) -23%
60.00 $ 25,680 0% 44
GROUND MONITORING LS 1 $ 50,000.00 $ 50,000 0% 5,000.00 $ 5,000 -9055 2,000.00 $ 2,000 -96% 25,000.00 $ 25,000 -5055
45 192061 q
10,666.67 $ 10,667 0% -7955
(5,666.67) $ (5,667) -53% (8,666.67) $ (8,667) -8155 14,333.33 $ 14,333 134%
23,000.00 $ 23,000 055 45
243
L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis\Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 rO, Bid Sched (2)
Page 1 of 6
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
%Var
PRICE AMOUNT
to Avg
% Var % Var
PRICE AMOUNT PRICE AMOUNT
to Avg to Avg
UNIT BID ENGINEER'S % of
ITEM ITEM AMOUNT
ITEM DESCRIPTION OF QTY ESTIMATED Eng
CODE MEASURE (A) PRICE (B) (C-_ A x B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR % VAR
PRICE AMOUNT ENGR PRICE AMOUNT ENGR
EST EST
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
% of
PRICE AMOUNT
Total
SPREAD SPREAD Avg
W
alNUM z
46 193003 STRUCTUREBACKFILL(BRIDGE) CY 46 $ 47.00 $ 2,162 0% 250.00 $ 11,500
432%
75.00 $ 3,450 60% 130.00 $ 5,980 177%
151.67 $ 6,977 0% 223%
98.33 $ 4,523 65% (76.67) $ (3,527) -51% (21.67) $ (997) -14%
175.00 $ 8,050 0% 46
47 193013 STRUCTURE BACKFILL (RETAINING WALL) CY 3,636 $ 45.00 $ 163,620 0% 100.00 $ 363,600
122%
45.00 $ 163,620 0% 32.00 $ 116,352 -29%
59.00 $ 214,524 1% 31%
41.00 $ 149,076 69% (14.00) $ (50,904) -24% (27.00) $ (98,172) -46%
68.00 $ 247,248 1% 47
48 193027 STRUCTURE BACKFILL (GROUND ANCHOR WALL) CY 32 $ 105.00 $ 3,360 0% 1,500.00 $ 48,000
1329%
200.00 $ 6,400 9011 135.00 $ 4,320 29%
611.67 $ 19,573 0% 483%
888.33 $ 28,427 145% (411.67) $ (13,173) -67% (476.67) $ (15,253) -78%
1,365.00 $ 43,680 0% 48
49 193028F STRUCTURE BACKFILL (SOIL NAIL WALL) CY 78 $ 150.00 $ 11,700 0% 500.00 $ 39,000
233%
85.00 $ 6,630 -43% 55.00 $ 4,290 -63%
213.33 $ 16,640 0% 42%
286.67 $ 22,360 134% (128.33) $ (10,010) -60% (158.33) $ (12,350) -74%
445.00 $ 34,710 0% 49
50 193031 PERVIOUS BACKFILL MATERIAL (RETAINING WALL) CY 183 $ 67.00 $ 12,261 0% 100.00 $ 18,300 49% 90.00 $ 16,470 34% 44.00 $ 8,052 -34%
78.00 $ 14,274 0% 16%
22.00 $ 4,026 28% 12.00 $ 2,196 15% (34.00) $ (6,222) -44%
56.00 $ 10,248 0% 50
51 194001 DITCH EXCAVATION CY 52 $ 75.00 $ 3,900 0% 100.00 $ 5,200 33% 40.00 $ 2,080 -47% 205.00 $ 10,660 173%
115.00 $ 5,980 0% 53%
(15.00) $ (780) -13% (75.00) $ (3,900) -65% 90.00 $ 4,680 78%
165.00 $ 8,580 0% 51
52 198010 IMPORTED BORROW (CY) CY 4,516 $ 20.00 $ 90,320 0% 1.00 $ 4,516 -95% 0.50 $ 2,258 -98% 1.00 $ 4,516 -95%
0.83 $ 3,763 0% -96%
0.17 $ 753 20% (0.33) $ (1,505) -40% 0.17 $ 753 20%
0.50 $ 2,258 0% 52
53 200114 ROCK BLANKET SQFT 42,334 $ 25.00 $ 1,058,350 3% 11.00 $ 465,674 -56% 11.00 $ 465,674 -56% 9.50 $ 402,173 -62%
10.50 $ 444,507 2% -58%
0.50 $ 21,167 5% 0.50 $ 21,167 5% (1.00) $ (42,334) -10%
1.50 $ 63,501 0% 53
54 200123 CULTIVATION SQYD 505 $ 10.00 $ 5,050 0% 8.00 $ 4,040 -20% 3.00 $ 1,515 -70% 8.00 $ 4,040 -20%
6.33 $ 3,198 0% -37%
1.67 $ 842 26% (3.33) $ (1,683) -53% 1.67 $ 842 26%
5.00 $ 2,525 0% 54
55 202004 IRON SULFATE (LB) LB 3,953 $ 4.00 $ 15,812 0% 1.00 $ 3,953 -75% 1.00 $ 3,953 -75% 0.90 $ 3,558 -78%
0.97 $ 3,821 0% -76%
0.03 $ 132 3% 0.03 $ 132 3% (0.07) $ (264) -7%
0.10 $ 395 0% 55
56 202006 SOIL AMENDMENT CY 213 $ 42.00 $ 8,946 0% 20.00 $ 4,260 -52% 1.00 $ 213 -98% 20.00 $ 4,260 -52%
13.67 $ 2,911 0% -67%
6.33 $ 1,349 46% (12.67) $ (2,698) -93% 6.33 $ 1,349 46%
19.00 $ 4,047 0% 56
57 202026 RELOCATE BACKFLOW PREVENTER ASSEMBLY EA 2 $ 3,000.00 $ 6,000 0% 1,500.00 $ 3,000 -50% 3,000.00 $ 6,000 0% 1,600.00 $ 3,200 -47%
2,033.33 $ 4,067 0% -32%
(533.33) $ (1,067) -26% 966.67 $ 1,933 48% (433.33) $ (867) -21%
1,500.00 $ 3,000 0% 57
58 202028 RELOCATE IRRIGATION CONTROLLER EA 1 $ 3,550.00 $ 3,550 0% 1,500.00 $ 1,500 -58% 3,000.00 $ 3,000 -15% 1,600.00 $ 1,600 -55%
2,033.33 $ 2,033 0% -43%
(533.33) $ (533) -26% 966.67 $ 967 48% (433.33) $ (433) -21%
1,500.00 $ 1,500 0% 58
59 202029 A REMOVE IRRIGATION CONTROLLER EA 1 $ 1,000.00 $ 1,000 0% 800.00 $ 800 -20% 2,500.00 $ 2,500 150% 800.00 $ 800 -20%
1,366.67 $ 1,367 0% 37%
(566.67) $ (567) -41% 1,133.33 $ 1,133 83% (566.67) $ (567) -41%
1,700.00 $ 1,700 0% 59
60 202038 PACKET FERTILIZER EA 15,418 $ 2.50 $ 38,545 0% 0.20 $ 3,084 -92% 0.50 $ 7,709 -80% 0.20 $ 3,084 -92%
0.30 $ 4,625 0% -88%
(0.10) $ (1,542) -33% 0.20 $ 3,084 67% (0.10) $ (1,542) -33%
0.30 $ 4,625 0% 60
61 204008 PLANT(GROUPH) EA 1,117 $ 15.00 $ 16,755 0% 2.50 $ 2,793 -83% 5.00 $ 5,585 -67% 2.50 $ 2,793 -83%
3.33 $ 3,723 0% -78%
(0.83) $ (931) -25% 1.67 $ 1,862 50% (0.83) $ (931) -25%
2.50 $ 2,793 0% 61
62 204035 PLANT (GROUP A) EA 659 $ 13.00 $ 8,567 0% 10.00 $ 6,590 -23% 20.00 $ 13,180 5414 9.50 $ 6,261 -27%
13.17 $ 8,677 0% 1%
(3.17) $ (2,087) -24% 6.83 $ 4,503 52% (3.67) $ (2,416) -28%
10.50 $ 6,920 0% 62
63 204036 PLANT(GROUPB) EA 4,424 $ 32.00 $ 141,568 0% 18.00 $ 79,632 -44% 20.00 $ 88,480 -38% 18.00 $ 79,632 -44%
18.67 $ 82,581 0% -42%
(0.67) $ (2,949) -4% 1.33 $ 5,899 7% (0.67) $ (2,949) -4%
2.00 $ 8,848 0% 63
64 204038 PLANT(GROUPU) EA 74 $ 150.00 $ 11,100 0% 95.00 $ 7,030 -37% 200.00 $ 14,800 33% 94.00 $ 6,956 -37%
129.67 $ 9,595 0% -14%
(34.67) $ (2,565) -27% 70.33 $ 5,205 54% (35.67) $ (2,639) -28%
106.00 $ 7,844 0% 64
65 204099 PLANT ESTABLISHMENT WORK LS 1 $ 60,000.00 $ 60,000 0% 50,000.00 $ 50,000 -17% 50,000.00 $ 50,000 -17% 56,000.00 $ 56,000 -7%
52,000.00 $ 52,000 0% -13%
(2,000.00) $ (2,000) -4% (2,000.00) $ (2,000) -4% 4,000.00 $ 4,000 8%
6,000.00 $ 6,000 0% 65
66 205035 WOOD MULCH CY 2,373 $ 40.00 $ 94,920 0% 50.00 $ 118,650 25% 60.00 $ 142,380 50% 51.00 $ 121,023 28%
53.67 $ 127,351 0% 34%
(3.67) $ (8,701) -7% 6.33 $ 15,029 12% (2.67) $ (6,328) -5%
10.00 $ 23,730 0% 66
67 205036 A GRAVEL MULCH TYPE 1 SQFT 2,660 $ 5.00 $ 13,300 0% 3.00 $ 7,980 -40% 3.50 $ 9,310 -30% 3.00 $ 7,980 -40%
3.17 $ 8,423 0% -37%
(0.17) $ (443) -5% 0.33 $ 887 11% (0.17) $ (443) -5%
0.50 $ 1,330 0% 67
68 205037 A GRAVEL MULCH TYPE 2 SQFT 4,880 $ 5.00 $ 24,400 0% 4.00 $ 19,520 -20% 3.50 $ 17,080 -30% 4.00 $ 19,520 -20%
3.83 $ 18,707 0% -23%
0.17 $ 813 4% (0.33) $ (1,627) -9% 0.17 $ 813 4%
0.50 $ 2,440 0% 68
69 206559 CONTROL AND NEUTRAL CONDUCTORS (ARMOR -CLAD) LS 1 $ 150,000.00 $ 150,000 0% 50,000.00 $ 50,000 -67% 50,000.00 $ 50,000 -67% 155,000.00 $ 155,000 3%
85,000.00 $ 85,000 0% -43%
(35,000.00) $ (35,000) -41% (35,000.00) $ (35,000) -41% 70,000.00 $ 70,000 82%
105,000.00 $ 105,000 0% 69
70 206400 CHECK AND TEST EXISTING IRRIGATION FACILITIES LS 1 $ 800.00 $ 800 0% 3,500.00 $ 3,500 338% 4,000.00 $ 4,000 400% 3,600.00 $ 3,600 350%
3,700.00 $ 3,700 0% 363%
(200.00) $ (200) -5% 300.00 $ 300 8% (100.00) $ (100) -3/
500.00 $ 500 0% 70
71 206564 1 1/2" REMOTE CONTROL VALVE EA 79 $ 600.00 $ 47,400 0% 650.00 $ 51,350 8% 600.00 $ 47,400 0% 650.00 $ 51,350 8%
633.33 $ 50,033 0% 6%
16.67 $ 1,317 3% (33.33) $ (2,633) -5% 16.67 $ 1,317 3%
50.00 $ 3,950 0% 71
72 206565 2" REMOTE CONTROL VALVE EA 54 $ 800.00 $ 43,200 0% 670.00 $ 36,180 -16% 650.00 $ 35,100 -19% 670.00 $ 36,180 -16%
663.33 $ 35,820 0% -17%
6.67 $ 360 1% (13.33) $ (720) -2% 6.67 $ 360 1%
20.00 $ 1,080 0% 72
73 206569 A 2" ELECTRIC REMOTE CONTROL VALVE (MASTER) EA 4 $ 1,000.00 $ 4,000 0% 600.00 $ 2,400 -40% 1,000.00 $ 4,000 0% 600.00 $ 2,400 -40%
733.33 $ 2,933 0% -27%
(133.33) $ (533) -18% 266.67 $ 1,067 36% (133.33) $ (533) -18%
400.00 $ 1,600 0% 73
74 206634 2" WYE STRAINER ASSEMBLY EA 2 $ 1,500.00 $ 3,000 0% 1,000.00 $ 2,000 -33% 700.00 $ 1,400 -53% 1,030.00 $ 2,060 -31%
910.00 $ 1,820 0% -39%
90.00 $ 180 10% (210.00) $ (420) -23% 120.00 $ 240 13%
330.00 $ 660 0% 74
75 206756 A 30-48 STATION IRRIGATION CONTROLLER (WALL MOUNTED) EA 4 $ 7,500.00 $ 30,000 0% 9,000.00 $ 36,000 20% 10,000.00 $ 40,000 33% 9,200.00 $ 36,800 23%
9,400.00 $ 37,600 0% 25%
(400.00) $ (1,600) -4% 600.00 $ 2,400 6% (200.00) $ (800) -2%
1,000.00 $ 4,000 0% 75
7 1
76 208602 6" PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 502 $ 12.00 $ 6,024 0% 45.00 $ 22,590 275% 30.00 $ 15,060 150% 44.00 $ 22,088 267%
39.67 $ 19,913 0% 231%
5.33 $ 2,677 13% (9.67) $ (4,853) -24% 4.33 $ 2,175 11%
15.00 $ 7,530 0% 76
77 208762 12" CORRUGATED STEEL PIPE CONDUIT (.064" THICK) LF 606 $ 100.00 $ 60,600 0% 130.00 $ 78,780 30% 100.00 $ 60,600 0% 122.00 $ 73,932 22/
117.33 $ 71,104 0% 17%
12.67 $ 7,676 11% (17.33) $ (10,504) -15% 4.67 $ 2,828 4%
30.00 $ 18,180 0% 77
78 208301 IRRIGATION CONTROLLER ENCLOSURE CABINET EA 2 $ 3,500.00 $ 7,000 0% 6,500.00 $ 13,000 86V' 5,000.00 $ 10,000 43% 6,900.00 $ 13,800 97%
6,133.33 $ 12,267 0% 75%
366.67 $ 733 6% (1,133.33) $ (2,267) -18% 766.67 $ 1,533 13%
1,900.00 $ 3,800 0% 78
79 208426 2" BACKFLOW PREVENTER ASSEMBLY EA 2 $ 5,000.00 $ 10,000 0% 2,500.00 $ 5,000 -50% 5,000.00 $ 10,000 0% 2,500.00 $ 5,000 -50%
3,333.33 $ 6,667 0% -33%
(833.33) $ (1,667) -25% 1,666.67 $ 3,333 50% (833.33) $ (1,667) -25%
2,500.00 $ 5,000 0% 79
80 208440 BACKFLOW PREVENTER ENCLOSURE EA 2 $ 5,000.00 $ 10,000 0% 3,000.00 $ 6,000 -40% 3,500.00 $ 7,000 -30% 3,150.00 $ 6,300 -37%
3,216.67 $ 6,433 0% -36%
(216.67) $ (433) -7% 283.33 $ 567 9% (66.67) $ (133) -2%
500.00 $ 1,000 0% 80
81 208442 FLOW SENSOR EA 4 $ 800.00 $ 3,200 0% 1,200.00 $ 4,800 50% 1,000.00 $ 4,000 25% 1,200.00 $ 4,800 50%
1,133.33 $ 4,533 0% 42%
66.67 $ 267 6% (133.33) $ (533) -12% 66.67 $ 267 6%
200.00 $ 800 0% 81
82 208445 TREE WELL SPRINKLER ASSEMBLY EA 186 $ 100.00 $ 18,600 0% 50.00 $ 9,300 -50% 50.00 $ 9,300 -50% 51.00 $ 9,486 -49%
50.33 $ 9,362 0% -50%
(0.33) $ (62) -1% (0.33) $ (62) -1% 0.67 $ 124 1%
1.00 $ 186 0% 82
83 208446 RISER SPRINKLER ASSEMBLY (GEAR DRIVEN) EA 749 $ 70.00 $ 52,430 0% 58.00 $ 43,442 -17% 50.00 $ 37,450 -29% 58.00 $ 43,442 -17%
55.33 $ 41,445 0% -21%
2.67 $ 1,997 5% (5.33) $ (3,995) -10% 2.67 $ 1,997 5%
8.00 $ 5,992 0% 83
84 208447 POP-UP SPRINKLER ASSEMBLY (GEAR DRIVEN) EA 521 $ 80.00 $ 41,680 0% 60.00 $ 31,260 -25% 60.00 $ 31,260 -25% 62.00 $ 32,302 -23%
60.67 $ 31,607 0% -24%
(0.67) $ (347) -1% (0.67) $ (347) -1% 1.33 $ 695 2%
2.00 $ 1,042 0% 84
85 2085883" GATE VALVE EA 9 $ 1,100.00 $ 9,900 0% 1,000.00 $ 9,000 -9% 500.00 $ 4,500 -55% 1,100.00 $ 9,900 0%
866.67 $ 7,800 0% -21%
133.33 $ 1,200 15% (366.67) $ (3,300) -42% 233.33 $ 2,100 27%
600.00 $ 5,400 0% 85
86 208594 3/4" PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 24,890 $ 3.00 $ 74,670 0% 3.60 $ 89,604 20% 4.00 $ 99,560 33% 3.60 $ 89,604 20%
3.73 $ 92,923 0% 24%
(0.13) $ (3,319) -4% 0.27 $ 6,637 7% (0.13) $ (3,319) -4%
0.40 $ 9,956 0% 86
87 208595F 1 PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 12,195 $ 4.00 $ 48,780 0% 3.80 $ 46,341 -5% 4.00 $ 48,780 0% 3.80 $ 46,341 -5%
3.87 $ 47,154 0% -3%
(0.07) $ (813) -2% 0.13 $ 1,626 3% (0.07) $ (813) -2%
0.20 $ 2,439 0% 87
88 208596F11/4 PLASTIC PIPE (SCHEDULE 40)(SUPPLY LINE) LF 8,795 $ 4.60 $ 40,457 0% 4.80 $ 42,216 4% 5.00 $ 43,975 9% 4.80 $ 42,216 4%
4.87 $ 42,802 0% 6%
(0.07) $ (586) -1% 0.13 $ 1,173 3% (0.07) $ (586) -1%
0.20 $ 1,759 0% 88
S9 20859711/2"PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 8,785 $ 5.00 $ 43,925 0% 5.25 $ 46,121 5% 5.50 $ 48,318 10% 5.25 $ 46,121 5%
5.33 $ 46,853 0% 7%
(0.08) $ (732) -2% 0.17 $ 1,464 3% (0.08) $ (732) -2%
0.25 $ 2,196 0% 89
90 208598F 2" PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 390 $ 6.50 $ 2,535 0% 4.40 $ 1,716 -32% 7.00 $ 2,730 8% 4.40 $ 1,716 -32%
5.27 $ 2,054 0% -19%
(0.87) $ (338) -16% 1.73 $ 676 33% (0.87) $ (338) -16%
2.60 $ 1,014 0% 90
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L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis \Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 rO, Bid Sched (2)
Page 2 of 6
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
UNIT BID ENGINEER'S % of
ITEM ITEM AMOUNT
ITEM DESCRIPTION OF QTY ESTIMATED Eng
NUM CODE MEASURE (A) PRICE (B) (C-_ A x B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR % VAR
PRICE AMOUNT ENGR PRICE AMOUNT ENGR
EST EST
%Var
PRICE AMOUNT
to Avg
% Var % Var
PRICE AMOUNT PRICE AMOUNT
to Avg to Avg
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
% of
PRICE AMOUNT
Total
SPREAD SPREAD Avg
W
u.I Z
I z
91 208599 2 1/2 PLASTIC PIPE (SCHEDULE 40) (SUPPLY LINE) LF 9,425 $ 7.50 $ 70,688 0% 5.30 $ 49,953 -29% 5.50 $ 51,838 -27% 5.30 $ 49,953 -29%
5.37 $ 50,581 0% -28%
(0.07) $ (628) -1% 0.13 $ 1,257 2% (0.07) $ (628) -1%
0.20 $ 1,885 0% 91
92 208607 3" PLASTIC PIPE (CLASS 315) (SUPPLY LINE) LF 13,255 $ 8.50 $ 112,668 0% 8.00 $ 106,040 -6% 8.00 $ 106,040 -6% 8.00 $ 106,040 -6%
8.00 $ 106,040 0% -6%
- $ - 0% - $ - 0% - $ - 0%
- $ - 0% 92
93 208683 BALL VALVE EA 28 $ 150.00 $ 4,200 0% 485.00 $ 13,580 223% 500.00 $ 14,000 233% 485.00 $ 13,580 223%
490.00 $ 13,720 0% 227%
(5.00) $ (140) -1% 10.00 $ 280 2% (5.00) $ (140) -1%
15.00 $ 420 0% 93
94 210300 HYDROMULCH SQFT 650,177 $ 0.15 $ 97,527 0% 0.15 $ 97,527 0% 0.15 $ 97,527 0% 0.07 $ 45,512 -53%
0.12 $ 80,188 0% -18%
0.03 $ 17,338 22% 0.03 $ 17,338 22% (0.05) $ (34,676) -43%
0.08 $ 52,014 0% 94
95 210430 HYDROSEED SQFT 650,177 $ 0.10 $ 65,018 0% 0.08 $ 52,014 -20% 0.10 $ 65,018 0% 0.08 $ 52,014 -20%
0.09 $ 56,349 0% -13%
(0.01) $ (4,335) -8% 0.01 $ 8,669 15% (0.01) $ (4,335) -8%
0.02 $ 13,004 0% 95
96 250201 CLASS 2 AGGREGATE SUBBASE CY 246 $ 60.00 $ 14,760 0% 85.00 $ 20,910 42% 30.00 $ 7,380 -50% 120.00 $ 29,520 100%
78.33 $ 19,270 0% 31%
6.67 $ 1,640 9% (48.33) $ (11,890) -62% 41.67 $ 10,250 53%
90.00 $ 22,140 0% 96
97 260203 CLASS 2 AGGREGATE BASE (CY) CY 5,778 $ 50.00 $ 288,900 1% 80.00 $ 462,240 60% 30.00 $ 173,340 -40% 52.00 $ 300,456 4%
54.00 $ 312,012 1% 8%
26.00 $ 150,228 48% (24.00) $ (138,672) -44% (2.00) $ (11,556) -4%
50.00 $ 288,900 1% 97
98 390100 PRIME COAT TON 8 $ 1,000.00 $ 8,000 0% 7,000.00 $ 56,000 600% 1,500.00 $ 12,000 50% 7,200.00 $ 57,600 620%
5,233.33 $ 41,867 0% 423%
1,766.67 $ 14,133 34% (3,733.33) $ (29,867) -71% 1,966.67 $ 15,733 38%
5,700.00 $ 45,600 0% 98
99 390132 HOT MIX ASPHALT (TYPE A) TON 18,746 $ 95.00 $ 1,780,870
15% 96.00 $ 1,799,616 1% 97.00 $ 1,818,362 2% 95.00 $ 1,780,870 0%
96.00 $ 1,799,616 6% 1%
- $ - 0% 1.00 $ 18,746 1% (1.00) $ (18,746) -1%
2.00 $ 37,492 0% 99
100 390137 RUBBERIZED HOT MIX ASPHALT (GAP GRADED) TON 1,197 $ 120.00 $ 143,640 0% 98.00 $ 117,306 -18% 100.00 $ 119,700 -17% 100.00 $ 119,700 -17%
99.33 $ 118,902 0% -17%
(1.33) $ (1,596) -1% 0.67 $ 798 1% 0.67 $ 798 1%
2.00 $ 2,394 0% 100
101 394090 PLACE HOT MIX ASPHALT (MISCELLANEOUS AREA) SQYD 285 $ 50.00 $ 14,250 0% 45.00 $ 12,825 -10% 50.00 $ 14,250 0% 61.00 $ 17,385 22%
52.00 $ 14,820 0% 4%
(7.00) $ (1,995) -13% (2.00) $ (570) -4% 9.00 $ 2,565 17%
16.00 $ 4,560 0% 101
102 397005 TACK COAT TON 31 $ 1,000.00 $ 31,000 0% 700.00 $ 21,700 -30% 700.00 $ 21,700 -30% 700.00 $ 21,700 -30%
700.00 $ 21,700 0% -30%
- $ - 0% - $ - 0% - $ - 0%
- $ - 0% 102
103 398000 REMOVE ASPHALT CONCRETE PAVEMENT (CY) CY 16,908 $ 40.00 $ 676,320 2% 22.00 $ 371,976 -45% 3.00 $ 50,724 -93% 24.00 $ 405,792 -40%
16.33 $ 276,164 1% -59%
5.67 $ 95,812 35% (13.33) $ (225,440) -82% 7.67 $ 129,628 47%
21.00 $ 355,068 1% 103
104 398100 REMOVE ASPHALT CONCRETE DIKE LF 3,413 $ 5.00 $ 17,065 0% 3.00 $ 10,239 -40% 2.00 $ 6,826 -60% 6.00 $ 20,478 20%
3.67 $ 12,514 0% -27%
(0.67) $ (2,275) -18% (1.67) $ (5,688) -45% 2.33 $ 7,964 64%
4.00 $ 13,652 0% 104
105 398200 COLD PLANE ASPHALT CONCRETE PAVEMENT SQYD 13,745 $ 4.00 $ 54,980 0% 3.50 $ 48,108 -13% 4.00 $ 54,980 0% 5.00 $ 68,725 25%
4.17 $ 57,271 0% 4%
(0.67) $ (9,163) -16% (0.17) $ (2,291) -4% 0.83 $ 11,454 20%
1.50 $ 20,618 0% 105
106 401050 JOINTED PLAIN CONCRETE PAVEMENT CY 12,849 $ 400.00 $ 5,139,600 14% 280.00 $ 3,597,720 -30% 223.00 $ 2,865,327 -44% 275.00 $ 3,533,475 -31%
259.33 $ 3,332,174 12% -35%
20.67 $ 265,546 8% (36.33) $ (466,847) -14% 15.67 $ 201,301 6%
57.00 $ 732,393 3% 106
107 401055 JOINTED PLAIN CONCRETE PAVEMENT (RSC) CY 791 $ 420.00 $ 332,220 1% 340.00 $ 268,940 -19% 440.00 $ 348,040 5% 415.00 $ 328,265 -1%
398.33 $ 315,082 1% -5%
(58.33) $ (46,142) -15% 41.67 $ 32,958 10% 16.67 $ 13,183 4%
100.00 $ 79,100 0% 107
108 520101 DRILL AND BOND (DOWEL BAR) LB 128 $ 2.00 $ 256 0% 20.00 $ 2,560 900% 1.00 $ 128 -507o 12.00 $ 1,536 500%
11.00 $ 1,408 0% 450%
9.00 $ 1,152 82% (10.00) $ (1,280) -91% 1.00 $ 128 9%
19.00 $ 2,432 0% 108
109 414240 ISOLATION JOINT SEAL (ASPHALT RUBBER) LF 9,016 $ 10.00 $ 90,160 0% 14.00 $ 126,224 40% 16.00 $ 144,256 60%4 8.00 $ 72,128 -20%
12.67 $ 114,203 0% 27%
1.33 $ 12,021 11% 3.33 $ 30,053 26% (4.67) $ (42,075) -37%
8.00 $ 72,128 0% 109
110 420201 GRIND EXISTING CONCRETE PAVEMENT SQYD 3,763 $ 10.00 $ 37,630 0% 8.00 $ 30,104 -20% 13.00 $ 48,919 30% 8.50 $ 31,986 -15%
9.83 $ 37,003 0% -2%
(1.83) $ (6,899) -19% 3.17 $ 11,916 32% (1.33) $ (5,017) -14%
5.00 $ 18,815 0% 110
111 460210 GROUND ANCHOR (SUBHORIZONTAL) EA 279 $ 4,000.00 $ 1,116,00013% 2,000.00 $ 558,000 -50% 2,000.00 $ 558,000 -50% 2,755.00 $ 768,645 -31%
2,251.67 $ 628,215 2% -44%
(251.67) $ (70,215) -11% (251.67) $ (70,215) -11% 503.33 $ 140,430 22%
755.00 $ 210,645 1% 111
112 460300 SOIL NAIL LF 16,854 $ 41.00 $ 691,014 2% 21.00 $ 353,934 -49% 20.00 $ 337,080 -51% 29.00 $ 488,766 -29%
23.33 $ 393,260 1% -43%
(2.33) $ (39,326) -10% (3.33) $ (56,180) -14% 5.67 $ 95,506 24%
9.00 $ 151,686 1% 112
113 490528 FURNISH STEEL PILING (HP 14 X89) LF 496 $ 51.00 $ 25,296 0% 100.00 $ 49,600 96% 110.00 $ 54,560 116% 100.00 $ 49,600 96%
103.33 $ 51,253 0% 103%
(3.33) $ (1,653) -3% 6.67 $ 3,307 6% (3.33) $ (1,653) -3%
10.00 $ 4,960 0% 113
114 490529 DRIVE STEEL PILE (HP 14 X 89) EA 12 $ 3,300.00 $ 39,600 0% 5,500.00 $ 66,000 67 5,800.00 $ 69,600 7641 5,500.00 $ 66,000 67%
5,600.00 $ 67,200 0% 70%
(100.00) $ (1,200) -2% 200.00 $ 2,400 4% (100.00) $ (1,200) -2%
300.00 $ 3,600 0% 114
115 498044 36" CAST -IN -DRILLED -HOLE CONCRETE PILE (SIGN FOUNDAT LF 60 $ 736.00 $ 44,160 0% 600.00 $ 36,000 -18% 600.00 $ 36,000 -18% 730.00 $ 43,800 -1%
643.33 $ 38,600 0% -13%
(43.33) $ (2,600) -7% (43.33) $ (2,600) -7% 86.67 $ 5,200 13%
130.00 $ 7,800 0% 115
116 498050 54" CAST -IN -DRILLED -HOLE CONCRETE PILE (SIGN FOUNDAT LF 18 $ 1,046.00 $ 18,828 0% 900.00 $ 16,200 -14% 900.00 $ 16,200 -14% 970.00 $ 17,460 -7%
923.33 $ 16,620 0% -12%
(23.33) $ (420) -3% (23.33) $ (420) -3% 46.67 $ 840 5%
70.00 $ 1,260 0% 116
117 498052 60" CAST -IN -DRILLED -HOLE CONCRETE PILE (SIGN FOUNDAT LF 120 $ 1,096.00 $ 131,520 0% 1,100.00 $ 132,000 0% 1,100.00 $ 132,000 0% 1,170.00 $ 140,400 7%
1,123.33 $ 134,800 0% 2%
(23.33) $ (2,800) -2% (23.33) $ (2,800) -2% 46.67 $ 5,600 4%
70.00 $ 8,400 0% 117
118 500001 PRESTRESSING CAST -IN -PLACE CONCRETE LS 1 $ 31,700.00 $ 31,700 0% 50,000.00 $ 50,000 581 50,000.00 $ 50,000 581 48,000.00 $ 48,000 51%
49,333.33 $ 49,333 0% 56%
666.67 $ 667 1% 666.67 $ 667 1% (1,333.33) $ (1,333) -3%
2,000.00 $ 2,000 0% 118
119 510051 STRUCTURAL CONCRETE, BRIDGE FOOTING CY 3 $ 750.00 $ 2,250 0% 3,500.00 $ 10,500 367% 500.00 $ 1,500 -33% 6,000.00 $ 18,000 700%
3,333.33 $ 10,000 0% 344%
166.67 $ 500 5% (2,833.33) $ (8,500) -85% 2,666.67 $ 8,000 80%
5,500.00 $ 16,500 0% 119
120 510053F STRUCTURAL CONCRETE, BRIDGE CY 206 $ 1,000.00 $ 206,000 1% 1,350.00 $ 278,100 35% 1,200.00 $ 247,200 20% 1,720.00 $ 354,320 72%
1,423.33 $ 293,207 1% 42%
(73.33) $ (15,107) -5% (223.33) $ (46,007) -16% 296.67 $ 61,113 21%
520.00 $ 107,120 0% 120
121 510054F STRUCTURAL CONCRETE, BRIDGE (POLYMER FIBER) CY 67 $ 1,800.00 $ 120,600 0% 1,350.00 $ 90,450 -25% 800.00 $ 53,600 -56% 2,100.00 $ 140,700 17%
1,416.67 $ 94,917 0% -21%
(66.67) $ (4,467) -5% (616.67) $ (41,317) -44% 683.33 $ 45,783 48%
1,300.00 $ 87,100 0% 121
122 510060 STRUCTURAL CONCRETE, RETAINING WALL CY 2,155 $ 430.00 $ 926,650 3% 800.00 $ 1,724,000 86%4 620.00 $ 1,336,100 44% 500.00 $ 1,077,500 16%
640.00 $ 1,379,2005%A 49%
160.00 $ 344,800 25% (20.00) $ (43,100) -3% (140.00) $ (301,700) -22%
300.00 $ 646,500 2% 122
123 510086F STRUCTURAL CONCRETE, APPROACH SLAB (TYPE N) CY 31 $ 1,200.00 $ 37,200 0% 1,150.00 $ 35,650 -4% 1,100.00 $ 34,100 -8% 1,200.00 $ 37,200 0%
1,150.00 $ 35,650 0% -4%
- $ - 0% (50.00) $ (1,550) -4% 50.00 $ 1,550 4%
100.00 $ 3,100 0% 123
124 510087 STRUCTURAL CONCRETE, APPROACH SLAB (TYPE R) CY 38 $ 1,200.00 $ 45,600 0% 1,200.00 $ 45,600 0% 800.00 $ 30,400 -33% 1,400.00 $ 53,200 17%
1,133.33 $ 43,067 0% -6%
66.67 $ 2,533 6% (333.33) $ (12,667) -29% 266.67 $ 10,133 24%
600.00 $ 22,800 0% 124
125 510502F MINOR CONCRETE (MINOR STRUCTURE) CY 215 $ 1,000.00 $ 215,000 1% 2,500.00 $ 537,500 150% 1,300.00 $ 279,500 30% 1,895.00 $ 407,425 90%
1,898.33 $ 408,142 1% 90%
601.67 $ 129,358 32% (598.33) $ (128,642) -32% (3.33) $ (717) 0%
1,200.00 $ 258,000 1% 125
126 511106 DRILL AND BOND DOWEL LF 30 $ 90.00 $ 2,700 0% 100.00 $ 3,000 11% 50.00 $ 1,500 -44% 15.00 $ 450 -83%
55.00 $ 1,650 0% -39%
45.00 $ 1,350 82% (5.00) $ (150) -9% (40.00) $ (1,200) -73%
85.00 $ 2,550 0% 126
127 511035 ARCHITECTURAL TREATMENT SQFT 16,681 $ 25.00 $ 417,025 1% 15.00 $ 250,215 -40% 9.00 $ 150,129 -64% 18.50 $ 308,599 -26%
14.17 $ 236,314 1% -43%
0.83 $ 13,901 6% (5.17) $ (86,185) -36% 4.33 $ 72,284 31%
9.50 $ 158,470 1% 127
128 511036 A TEXTURED BRICK PATTERN SQFT 3,085 $ 25.00 $ 77,125 0% 15.00 $ 46,275 -40% 8.00 $ 24,680 -68% 24.00 $ 74,040 -4%
15.67 $ 48,332 0% -37%
(0.67) $ (2,057) -4% (7.67) $ (23,652) -49% 8.33 $ 25,708 53%
16.00 $ 49,360 0% 128
129 519088 JOINT SEAL (MR 1") LF 29 $ 65.00 $ 1,885 0% 150.00 $ 4,350 131% 100.00 $ 2,900250.00 $ 7,250 285%
166.67 $ 4,833 0% 156%
(16.67) $ (483) -10% (66.67) $ (1,933) -40% 83.33 $ 2,417 50%
150.00 $ 4,350 0% 129
130 520102 BAR REINFORCING STEEL (BRIDGE) LB 54,700 $ 1.50 $ 82,050 0% 1.00 $ 54,700 -33% 1.50 $ 82,050 0% 1.30 $ 71,110 -13%
1.27 $ 69,287 0% -16%
(0.27) $ (14,587) -21% 0.23 $ 12,763 18% 0.03 $ 1,823 3%
0.50 $ 27,350 0% 130
131 520103 BAR REINFORCING STEEL (RETAINING WALL) LB 399,557 $ 1.65 $ 659,269 2% 1.00 $ 399,557 -39% 1.00 $ 399,557 -39% 0.98 $ 391,566 -41%
0.99 $ 396,893 1% -40%
0.01 $ 2,664 1% 0.01 $ 2,664 1% (0.01) $ (5,327) -1%
0.02 $ 7,991 0% 131
132 530200F STRUCTURALSHOTCRETE CY 441 $ 590.00 $ 260,190 1% 1,250.00 $ 551,250 112% 1,300.00 $ 573,300 120% 620.00 $ 273,420 5%
1,056.67 $ 465,990 2% 79%
193.33 $ 85,260 18% 243.33 $ 107,310 23% (436.67) $ (192,570) -41%
680.00 $ 299,880 1% 132
133 560213 FURNISH SIGN STRUCTURE(LIGHTWEIGHT) LB 15,538 $ 7.00 $ 108,766 0% 6.50 $ 100,997 -7% 6.50 $ 100,997 -7% 6.70 $ 104,105 -4%
6.57 $ 102,033 0% -6%
(0.07) $ (1,036) -1% (0.07) $ (1,036) -1% 0.13 $ 2,072 2%
0.20 $ 3,108 0% 133
134 560214 INSTALL SIGN STRUCTURE(LIGHTWEIGHT) LB 15,538 $ 2.00 $ 31,076 0% 1.00 $ 15,538 -50% 1.00 $ 15,538 -50% 1.15 $ 17,869 -43%
1.05 $ 16,315 0% -48%
(0.05) $ (777) -5% (0.05) $ (777) -5% 0.10 $ 1,554 10%
0.15 $ 2,331 0% 134
135 560218 FURNISH SIGN STRUCTURE(TRUSS) LB 108,811 $ 5.00 $ 544,055 2% 4.25 $ 462,447 -15% 4.30 $ 467,887 -14% 4.35 $ 473,328 -13%
4.30 $ 467,887 2% -14%
(0.05) $ (5,441) -1% - $ - 0% 0.05 $ 5,441 1%
0.10 $ 10,881 0% 135
245
L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis \Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 r0, Bid Schad (2)
Page 3 of 6
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
UNIT BID ENGINEER'S % of
ITEM ITEM AMOUNT
ITEM DESCRIPTION OF QTY ESTIMATED Eng
CODE MEASURE (A) PRICE (B) (C=A x B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR % VAR
PRICE AMOUNT ENGR PRICE AMOUNT ENGR
EST EST
%Var
PRICE AMOUNT
to Avg
% Var % Var
PRICE AMOUNT PRICE AMOUNT
to Avg to Avg
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
% of
PRICE AMOUNT W
Total alNUM
SPREAD SPREAD Avg I z
136 560219 INSTALL SIGN STRUCTURE (TRUSS) LB 108,811 $ 1.00 $ 108,811 0% 0.30 $ 32,643 -70% 0.30 $ 32,643 -70% 0.31 $ 33,731 -69%
0.30 $ 33,006 0% -70%
(0.00) $ (363) -1% (0.00) $ (363) -1% 0.01 $ 725 2%
0.01 $ 1,088 0% 136
137 568046 REMOVE SIGN STRUCTURE (EA) EA 5 $ 4,200.00 $ 21,000 0% 2,500.00 $ 12,500 -40% 2,500.00 $ 12,500 -40% 2,600.00 $ 13,000 -38%
2,533.33 $ 12,667 0% -40%
(33.33) $ (167) -1% (33.33) $ (167) -1% 66.67 $ 333 3%
100.00 $ 500 0% 137
138 568050 REMOVE BRIDGE MOUNTED SIGN EA 2 $ 1,433.00 $ 2,866 0% 2,000.00 $ 4,000 40% 2,000.00 $ 4,000 40% 2,040.00 $ 4,080 42%
2,013.33 $ 4,027 0% 40%
(13.33) $ (27) -1% (13.33) $ (27) -1% 26.67 $ 53 1%
40.00 $ 80 0% 138
139 600017 REMOVE RETAINING WALL (LF) LF 485 $ 50.00 $ 24,250 0% 150.00 $ 72,750 200% 75.00 $ 36,375 50% 65.00 $ 31,525 30%
96.67 $ 46,883 0% 93%
53.33 $ 25,867 55% (21.67) $ (10,508) -22% (31.67) $ (15,358) -33%
85.00 $ 41,225 0% 139
140 600114 BRIDGE REMOVAL (PORTION) LS 1 $ 15,000.00 $ 15,000 0% 25,000.00 $ 25,000 67%1 20,000.00 $ 20,000 33% 48,000.00 $ 48,000 220%
31,000.00 $ 31,000 0% 107%
(6,000.00) $ (6,000) -19% (11,000.00) $ (11,000) -35% 17,000.00 $ 17,000 55%
28,000.00 $ 28,000 0% 140
141 600130 A BRIDGE MONITORING LS 1 $ 50,000.00 $ 50,000 0% 25,000.00 $ 25,000 -50% 70,000.00 $ 70,000 40% 25,000.00 $ 25,000 -50%
40,000.00 $ 40,000 0% -20%
(15,000.00) $ (15,000) -38% 30,000.00 $ 30,000 75% (15,000.00) $ (15,000) -38%
45,000.00 $ 45,000 0% 141
142 610108 18" ALTERNATIVE PIPE CULVERT LF 907 $ 190.00 $ 172,330 0% 235.00 $ 213,145 24% 120.00 $ 108,840 -37% 160.00 $ 145,120 -16%
171.67 $ 155,702 1% -10%
63.33 $ 57,443 37% (51.67) $ (46,862) -30% (11.67) $ (10,582) -7%
115.00 $ 104,305 0% 142
143 610112 24" ALTERNATIVE PIPE CULVERT LF 991 $ 280.00 $ 277,480 1% 170.00 $ 168,470 -39% 130.00 $ 128,830 -54% 160.00 $ 158,560 -43%
153.33 $ 151,953 1% -45%
16.67 $ 16,517 11% (23.33) $ (23,123) -15% 6.67 $ 6,607 4%
40.00 $ 39,640 0% 143
144 610117 30" ALTERNATIVE PIPE CULVERT LF 121 $ 145.00 $ 17,545 0% 220.00 $ 26,620 52% 280.00 $ 33,880 93411 265.00 $ 32,065 83%
255.00 $ 30,855 0% 76%
(35.00) $ (4,235) -14% 25.00 $ 3,025 10% 10.00 $ 1,210 4%
60.00 $ 7,260 0% 144
145 610121 36" ALTERNATIVE PIPE CULVERT LF 979 $ 300.00 $ 293,700 1% 125.00 $ 122,375 -58% 190.00 $ 186,010 -37% 135.00 $ 132,165 -55%
150.00 $ 146,850 1% -50%
(25.00) $ (24,475) -17% 40.00 $ 39,160 27% (15.00) $ (14,685) -10%
65.00 $ 63,635 0% 145
146 610128 48" ALTERNATIVE PIPE CULVERT LF 570 $ 335.00 $ 190,950 1% 170.00 $ 96,900 -49% 225.00 $ 128,250 -33% 147.00 $ 83,790 -56%
180.67 $ 102,980 0% -46%
(10.67) $ (6,080) -6% 44.33 $ 25,270 25% (33.67) $ (19,190) -19%
78.00 $ 44,460 0% 146
147 610129 54" ALTERNATIVE PIPE CULVERT LF 522 $ 390.00 $ 203,580 1% 205.00 $ 107,010 -47% 280.00 $ 146,160 -28% 180.00 $ 93,960 -54%
221.67 $ 115,710 0% -43%
(16.67) $ (8,700) -8% 58.33 $ 30,450 26% (41.67) $ (21,750) -19%
100.00 $ 52,200 0% 147
148 610130 60" ALTERNATIVE PIPE CULVERT LF 832 $ 425.00 $ 353,600 1% 200.00 -53% 290.00 $ 241,280 -32% 200.00 $ 166,400 -53%
230.00 $ 191,360 1% -46%
(30.00) $ (24,960) -13% 60.00 $ 49,920 26% (30.00) $ (24,960) -13%
90.00 $ 74,880 0% 148
I
149 700617 DRAINAGE INLET MARKER EA 8 $ 225.00 $ 1,800 0% 500.00 $ 4,000 122% 1,000.00 $ 8,000 344% 25.00 $ 200 -89%
508.33 $ 4,067 0% 126%
(8.33) $ (67) -2% 491.67 $ 3,933 97% (483.33) $ (3,867) -95%
975.00 $ 7,800 0% 149
150 703460 A 36" WELDED STEEL PIPE CASING (BRIDGE) LF 46 $ 515.00 $ 23,690 0% 450.00 $ 20,700 -13% 450.00 $ 20,700 -13% 305.00 $ 14,030 -41%
401.67 $ 18,477 0% -22%
48.33 $ 2,223 12% 48.33 $ 2,223 12% (96.67) $ (4,447) -24%
145.00 $ 6,670 0% 150
151 705315 24" ALTERNATIVE FLARED END SECTION EA 1 $ 775.00 $ 775 0% 850.00 $ 850 10% 550.00 $ 550 -29% 250.00 $ 250 -68%
550.00 $ 550 0% -29%
300.00 $ 300 55% - $ - 0% (300.00) $ (300) -55%
600.00 $ 600 0% 151
152 707117 36" PRECAST CONCRETE PIPE INLET LF 47 $ 500.00 $ 23,500 0% 200.00 $ 9,400 -60% 600.00 $ 28,200 20% 1,200.00 $ 56,400 140%
666.67 $ 31,333 0% 33%
(466.67) $ (21,933) -70% (66.67) $ (3,133) -10% 533.33 $ 25,067 80%
1,000.00 $ 47,000 0% 152
153 707217 36" PRECAST CONCRETE PIPE MANHOLE LF 49 $ 525.00 $ 25,725 0% 200.00 $ 9,800 -62% 600.00 $ 29,400 14% 1,500.00 $ 73,500 186%
766.67 $ 37,567 0% 46%
(566.67) $ (27,767) -74% (166.67) $ (8,167) -22% 733.33 $ 35,933 96%
1,300.00 $ 63,700 0% 153
154 710132 REMOVE CULVERT (LF) LF 2,797 $ 75.00 $ 209,775 1% 18.00 $ 50,346 -76% 40.00 $ 111,880 -47% 24.00 $ 67,128 -68%
27.33 $ 76,451 0% -64%
(9.33) $ (26,105) -34% 12.67 $ 35,429 46% (3.33) $ (9,323) -12%
22.00 $ 61,534 0% 154
155 710150 REMOVE INLET EA 14 $ 1,775.00 $ 24,850 0% 1,000.00 $ 14,000 -44% 1,500.00 $ 21,000 -15% 2,100.00 $ 29,400 18%
1,533.33 $ 21,467 0% -14%
(533.33) $ (7,467) -35% (33.33) $ (467) -2% 566.67 $ 7,933 37%
1,100.00 $ 15,400 0% 155
156 710196 ADJUST INLET EA 3 $ 2,500.00 $ 7,500 0% 1,850.00 $ 5,550 -26% 4,000.00 $ 12,000 60%NM 1,000.00 $ 3,000 -60%
2,283.33 $ 6,850 0% -9%
(433.33) $ (1,300) -19% 1,716.67 $ 5,150 75% (1,283.33) $ (3,850) -56%
3,000.00 $ 9,000 0% 156
157 710200 ADJUST MANHOLE EA 5 $ 1,500.00 $ 7,500 0% 1,900.00 $ 9,500 27% 1,600.00 $ 8,000 7% 1,000.00 $ 5,000 -33%
1,500.00 $ 7,500 0% 0%
400.00 $ 2,000 27% 100.00 $ 500 7% (500.00) $ (2,500) -33%
900.00 $ 4,500 0% 157
158 710212 ADJUST MANHOLE TO GRADE EA 3 $ 1,500.00 $ 4,500 0% 775.00 $ 2,325 -48% 1,600.00 $ 4,800 7% 1,000.00 $ 3,000 -33%
1,125.00 $ 3,375 0% -25%
(350.00) $ (1,050) -31% 475.00 $ 1,425 42% (125.00) $ (375) -11%
825.00 $ 2,475 0% 158
159 710220 ADJUST UTILITY COVER TO GRADE EA 5 $ 800.00 $ 4,000 0% 900.00 $ 4,500 13% 7,500.00 $ 37,500
838%
500.00 $ 2,500 -38%
2,966.67 $ 14,833 0% 271%
(2,066.67) $ (10,333) -70% 4,533.33 $ 22,667 153% (2,466.67) $ (12,333) -83%
7,000.00 $ 35,000 0% 159
160 710262 CAP INLET EA 1 $ 2,200.00 $ 2,200 0% 2,500.00 $ 2,500 14% 4,500.00 $ 4,500
105%
1,000.00 $ 1,000 -55%
2,666.67 $ 2,667 0% 21%
(166.67) $ (167) -6% 1,833.33 $ 1,833 69% (1,666.67) $ (1,667) -63%
3,500.00 $ 3,500 0% 160
161 721017 ROCK SLOPE PROTECTION (FACING, METHOD B) (CY) CY 100 $ 200.00 $ 20,000 0% 150.00 $ 15,000 -25% 320.00 $ 32,000
60% 4
130.00 $ 13,000 -35%
200.00 $ 20,000 0% 0%
(50.00) $ (5,000) -25% 120.00 $ 12,000 60% (70.00) $ (7,000) -35%
190.00 $ 19,000 0% 161
I
162 721420 CONCRETE (DITCH LINING) CY 19 $ 500.00 $ 9,500 0% 2,000.00 $ 38,000 300% 1,000.00 $ 19,000
100%
550.00 $ 10,450 10%
1,183.33 $ 22,483 0% 137%
816.67 $ 15,517 69% (183.33) $ (3,483) -15% (633.33) $ (12,033) -54%
1,450.00 $ 27,550 0% 162
163 729011 ROCK SLOPE PROTECTION FABRIC (CLASS 8) SQYD 236 $ 20.00 $ 4,720 0% 14.50 $ 3,422 -28% 15.00 $ 3,540 -25% 7.00 $ 1,652 -65%
12.17 $ 2,871 0% -39%
2.33 $ 551 19% 2.83 $ 669 23% (5.17) $ (1,219) -42%
8.00 $ 1,888 0% 163
164 730040 MINOR CONCRETE (GUTTER) (LF) LF 1,883 $ 38.00 $ 71,554 0% 32.00 $ 60,256 -16% 55.00 $ 103,565 45% 36.00 $ 67,788 -5%
41.00 $ 77,203 0% 8%
(9.00) $ (16,947) -22% 14.00 $ 26,362 34% (5.00) $ (9,415) -12%
23.00 $ 43,309 0% 164
165 730070 DETECTABLE WARNING SURFACE SQFT 351 $ 40.00 $ 14,040 0% 38.00 $ 13,338 -5% 45.00 $ 15,795 13% 55.00 $ 19,305 38%
46.00 $ 16,146 0% 15%
(8.00) $ (2,808) -17% (1.00) $ (351) -2% 9.00 $ 3,159 20%
17.00 $ 5,967 0% 165
166 731503 A MINOR CONCRETE (MISCELLANEOUS CONSTRUCTION)(RAPII CY 86 $ 1,000.00 $ 86,000 0% 910.00 $ 78,260 -9% 1,300.00 $ 111,800 30% 625.00 $ 53,750 -38%
945.00 $ 81,270 0% -6%
(35.00) $ (3,010) -4% 355.00 $ 30,530 38% (320.00) $ (27,520) -34%
675.00 $ 58,050 0% 166
167 731504 MINOR CONCRETE (CURB AND GUTTER) CY 361 $ 606.00 $ 218,766 1% 660.00 $ 238,260 9% 700.00 $ 252,700 16% 445.00 $ 160,645 -27%
601.67 $ 217,202 1% -1%
58.33 $ 21,058 10% 98.33 $ 35,498 16% (156.67) $ (56,557) -26%
255.00 $ 92,055 0% 167
168 731521 MINOR CONCRETE (SIDEWALK) CY 101 $ 592.00 $ 59,792 0% 460.00 $ 46,460 -22% 550.00 $ 55,550 -7% 501.00 $ 50,601 -15%
503.67 $ 50,870 0% -15%
(43.67) $ (4,410) -9% 46.33 $ 4,680 9% (2.67) $ (269) -1%
90.00 $ 9,090 0% 168
169 731530 MINOR CONCRETE (TEXTURED PAVING) CY 179 $ 800.00 $ 143,200 0% 370.00 $ 66,230 -54% 500.00 $ 89,500 -38% 805.00 $ 144,095 1%
558.33 $ 99,942 0% -30%
(188.33) $ (33,712) -34% (58.33) $ (10,442) -10% 246.67 $ 44,153 44%
435.00 $ 77,865 0% 169
170 731623 MINOR CONCRETE (CURB RAMP) CY 44 $ 1,000.00 $ 44,000 0% 400.00 $ 17,600 -60% 1,100.00 $ 48,400 10% 789.00 $ 34,716 -21%
763.00 $ 33,572 0% -24%
(363.00) $ (15,972) -48% 337.00 $ 14,828 44% 26.00 $ 1,144 3%
700.00 $ 30,800 0% 170
171 731780 REMOVE CONCRETE SIDEWALK (SQYD) SQYD 1,810 $ 30.00 $ 54,300 0% 8.00 $ 14,480 -73% 12.00 $ 21,720 -60% 3.00 $ 5,430 -90%
7.67 $ 13,877 0% -74%
0.33 $ 603 4% 4.33 $ 7,843 57% (4.67) $ (8,447) -61%
9.00 $ 16,290 0% 171
172 731810 REMOVE CONCRETE ISLAND (PORTIONS) (CY) CY 189 $ 100.00 $ 18,900 0% 75.00 $ 14,175 -25% 100.00 $ 18,900 0% 150.00 $ 28,350 50%
108.33 $ 20,475 0% 8%
(33.33) $ (6,300) -31% (8.33) $ (1,575) -8% 41.67 $ 7,875 38%
75.00 $ 14,175 0% 172
173 731840 REMOVE CONCRETE (CURB AND GUTTER) LF 3,801 $ 15.00 $ 57,015 0% 8.00 $ 30,408 -47% 6.00 $ 22,806 -60% 6.00 $ 22,806 -60%
6.67 $ 25,340 0% -56%
1.33 $ 5,068 20% (0.67) $ (2,534) -10% (0.67) $ (2,534) -10%
2.00 $ 7,602 0% 173
r
174 740400 BOOSTER PUMP LS 1 $ 60,000.00 $ 60,000 0% 50,000.00 $ 50,000 -17% 100,000.00 $ 100,000 67 20,000.00 $ 20,000 -67%
56,666.67 $ 56,667 0% -6%
(6,666.67) $ (6,667) -12% 43,333.33 $ 43,333 76% (36,666.67) $ (36,667) -65%
J
80,000.00 $ 80,000 0% 174
175 750001 MISCELLANEOUS IRON AND STEEL LB 44,834 $ 5.00 $ 224,170 1% 3.00 $ 134,502 -40% 3.50 $ 156,919 -30% 1.70 $ 76,218 -66%
2.73 $ 122,546 0% -45%
0.27 $ 11,956 10% 0.77 $ 34,373 28% (1.03) $ (46,328) -38%
1.80 $ 80,701 0% 175
176 770011 A MODIFYING LIGHTING SYSTEMS (CITY STREET) LS 1 $ 40,000.00 $ 40,000 0% 35,000.00 $ 35,000 -13% 100,000.00 $ 100,000 150% 102,000.00 $ 102,000 155%
79,000.00 $ 79,000 0% 98%
(44,000.00) $ (44,000) -56% 21,000.00 $ 21,000 27% 23,000.00 $ 23,000 29%
67,000.00 $ 67,000 0% 176
177 770012 A INTERCONNECTION CONDUIT AND CABLE (CITY) LS 1 $ 64,000.00 $ 64,000 0% 60,000.00 $ 60,000 -6% 100,000.00 $ 100,000 56%1 99,000.00 $ 99,000 55%
86,333.33 $ 86,333 0% 35%
(26,333.33) $ (26,333) -31% 13,666.67 $ 13,667 16% 12,666.67 $ 12,667 15%
40,000.00 $ 40,000 0% 177
178 770031 A MODIFYING SIGNAL AND LIGHTING SYSTEMS (CITY LOCATIOI, LS 1 $ 172,400.00 $ 172,400 0% 220,000.00 $ 220,000 28% 250,000.00 $ 250,000 45% 249,000.00 $ 249,000 44%
239,666.67 $ 239,667 1% 39%
(19,666.67) $ (19,667) -8% 10,333.33 $ 10,333 4% 9,333.33 $ 9,333 4%
30,000.00 $ 30,000 0% 178
179 770051 A MODIFYING SIGNAL AND LIGHTING SYSTEMS (CITY LOCATIOI, LS 1 $ 357,000.00 $ 357,000 1% 365,000.00 $ 365,000 2% 400,000.00 $ 400,000 12% 328,000.00 $ 328,000 -8%
364,333.33 $ 364,333 1% 2%
666.67 $ 667 0% 35,666.67 $ 35,667 10% (36,333.33) $ (36,333) -10%
72,000.00 $ 72,000 0% 179
-11
180 770090 LIGHTING (CITY STREET) LS 1 $ 35,000.00 $ 35,000 0% 40,000.00 $ 40,000 14% 70,000.00 $ 70,000 100% 71,000.00 $ 71,000 103%
60,333.33 $ 60,333 0% 72%
(20,333.33) $ (20,333) -34% 9,666.67 $ 9,667 16% 10,666.67 $ 10,667 18%
31,000.00 $ 31,000 0% 180
246
L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis \Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 r0, Bid Sched (2)
Page 4 of 6
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
UNIT BID ENGINEER'S % of
ITEM ITEM AMOUNT
ITEM DESCRIPTION OF QTY ESTIMATED Eng
NUM CODE MEASURE (C=A x B)
(A) PRICE (B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR % VAR
PRICE AMOUNT ENGR PRICE AMOUNT ENGR
EST EST
%Var
PRICE AMOUNT
to Avg
%Var %Var
PRICE AMOUNT PRICE AMOUNT
to Avg to Avg
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
% of
PRICE AMOUNT
Total
SPREAD SPREAD
Avg.
w
I z
181 782111 A INSTALL FIRE HYDRANT EA 1 $ 19,000.00 $ 19,000 0% 25,000.00 $ 25,000 32% 12,000.00 $ 12,000 -37% 15,000.00 $ 15,000 -21%
17,333.33 $ 17,333 0% -9%
7,666.67 $ 7,667 44% (5,333.33) $ (5,333) -31% (2,333.33) $ (2,333) -13%
13,000.00 $ 13,000 0% 181
182 782112 A INSTALL WATER METER EA 3 $ 12,000.00 $ 36,000 0% 8,000.00 $ 24,000 -33% 3,500.00 $ 10,500 -71% 55,000.00 $ 165,000 358%
22,166.67 $ 66,500 0% 85%
(14,166.67) $ (42,500) -64% (18,666.67) $ (56,000) -84% 32,833.33 $ 98,500 148%
51,500.00 $ 154,500 1% 182
183 782300 A SITE IMPROVEMENTS LS 1 $ 50,000.00 $ 50,000 0% 85,000.00 $ 85,000 70% 100,000.00 $ 100,000 100% 75,000.00 $ 75,000 50%
86,666.67 $ 86,667 0% 73%
(1,666.67) $ (1,667) -2% 13,333.33 $ 13,333 15% (11,666.67) $ (11,667) -13%
25,000.00 $ 25,000 0% 183
184 800360 CHAIN LINK FENCE (TYPE CL-6) LF 1,162 $ 15.00 $ 17,430 0% 25.00 $ 29,050 67%d 30.00 $ 34,860 100% 27.00 $ 31,374 80%
27.33 $ 31,761 0% 82%
(2.33) $ (2,711) -9% 2.67 $ 3,099 10% (0.33) $ (387) -1%
5.00 $ 5,810 0% 184
185 802540 8' CHAIN LINK GATE(TYPECL-6) EA 2 $ 1,500.00 $ 3,000 0% 1,500.00 $ 3,000 0% 1,500.00 $ 3,000 0% 1,550.00 $ 3,100 3%
1,516.67 $ 3,033 0% 1%
(16.67) $ (33) -1% (16.67) $ (33) -1% 33.33 $ 67 2%
50.00 $ 100 0% 185
186 803050 REMOVE CHAIN LINK FENCE LF 1,353 $ 5.00 $ 6,765 0% 10.00 $ 13,530 100% 5.00 $ 6,765 0% 9.00 $ 12,177 80%
8.00 $ 10,824 0% 60%
2.00 $ 2,706 25% (3.00) $ (4,059) -38% 1.00 $ 1,353 13%
5.00 $ 6,765 0% 186
187 810120 REMOVE PAVEMENT MARKER EA 5,713 $ 1.00 $ 5,713 0% 2.00 $ 11,426 100% 1.00 $ 5,713 0% 0.50 $ 2,857 -50%
1.17 $ 6,665 0% 17%
0.83 $ 4,761 71% (0.17) $ (952) -14% (0.67) $ (3,809) -57%
1.50 $ 8,570 0% 187
188 810170 DELINEATOR (CLASS 1) EA 129 $ 55.00 $ 7,095 0% 50.00 $ 6,450 -9% 50.00 $ 6,450 -9% 60.00 $ 7,740 9%
53.33 $ 6,880 0% -3%
(3.33) $ (430) -6% (3.33) $ (430) -6% 6.67 $ 860 13%
10.00 $ 1,290 0% 188
189 810230 PAVEMENT MARKER(RETROREFLECTIVE) EA 4,539 $ 4.00 $ 18,156 0% 3.00 $ 13,617 -25% 4.00 $ 18,156 0% 3.00 $ 13,617 -25%
3.33 $ 15,130 0% -17%
(0.33) $ (1,513) -10% 0.67 $ 3,026 20% (0.33) $ (1,513) -10%
1.00 $ 4,539 0% 189
190 820130 OBJECT MARKER EA 6 $ 87.00 $ 522 0% 100.00 $ 600 15% 100.00 $ 600 15% 55.00 $ 330 -37%
85.00 $ 510 0% -2%
15.00 $ 90 18% 15.00 $ 90 18% (30.00) $ (180) -35%
45.00 $ 270 0% 190
191 820270 REMOVE ROADSIDE SIGN (WOOD POST) EA 54 $ 133.00 $ 7,182 0% 100.00 $ 5,400 -25% 100.00 $ 5,400 -25% 100.00 $ 5,400 -25%
100.00 $ 5,400 0% -25%
- $ - 0% - $ - 0% - $ - 0%
- $ - 0% 191
192 820280 REMOVE ROADSIDE SIGN (METAL POST) EA 44 $ 291.00 $ 12,804 0% 100.00 $ 4,400 -66% 150.00 $ 6,600 -48% 100.00 $ 4,400 -66%
116.67 $ 5,133 0% -60%
(16.67) $ (733) -14% 33.33 $ 1,467 29% (16.67) $ (733) -14%
50.00 $ 2,200 0% 192
193 820300 REMOVE ROADSIDE SIGN (STRAP AND SADDLE BRACKET ME EA 17 $ 87.00 $ 1,479 0% 75.00 $ 1,275 -14% 75.00 $ 1,275 -14% 250.00 $ 4,250 187%
133.33 $ 2,267 0% 53%
(58.33) $ (992) -44% (58.33) $ (992) -44% 116.67 $ 1,983 88%
175.00 $ 2,975 0% 193
194 820550 RESET ROADSIDE SIGN (METAL POST) EA 1 $ 243.00 $ 243 0% 200.00 $ 200 -18% 250.00 $ 250 3% 250.00 $ 250 3%
233.33 $ 233 0% -4%
(33.33) $ (33) -14% 16.67 $ 17 7% 16.67 $ 17 7%
50.00 $ 50 0% 194
195 820610 RELOCATE ROADSIDE SIGN EA 3 $ 300.00 $ 900 0% 250.00 $ 750 -17% 350.00 $ 1,050 17% 750.00 $ 2,250 150%
450.00 $ 1,350 0% 50%
(200.00) $ (600) -44% (100.00) $ (300) -22% 300.00 $ 900 67%
500.00 $ 1,500 0% 195
196 820705 A FURNISH FORMED PANEL SIGN (OVERHEAD) FOR RETROREF SQFT 1,181 $ 17.00 $ 20,077 0% 16.00 $ 18,896 -6% 15.00 $ 17,715 -12% 17.00 $ 20,077 0%
16.00 $ 18,896 0% -6%
- $ - 0% (1.00) $ (1,181) -6% 1.00 $ 1,181 6%
2.00 $ 2,362 0% 196
197 820710 FURNISH LAMINATED PANEL SIGN (1"-TYPE A) SQFT 98 $ 26.00 $ 2,548 0% 30.00 $ 2,940 15% 30.00 $ 2,940 15% 30.00 $ 2,940 15%
30.00 $ 2,940 0% 15%
- $ - 0% - $ - 0% - $ - 0%
- $ - 0% 197
198 820750 FURNISH SINGLE SHEET ALUMINUM SIGN (0.063"-UNFRAMED SQFT 435 $ 15.00 $ 6,525 0% 14.00 $ 6,090 -7% 10.00 $ 4,350 -33% 12.00 $ 5,220 -20%
12.00 $ 5,220 0% -20%
2.00 $ 870 17% (2.00) $ (870) -17% - $ - 0%
4.00 $ 1,740 0% 198
199 820755 A FURNISH SINGLE SHEET ALUMINUM SIGN (0.063"-UNFRAMED SQFT 289 $ 20.00 $ 5,780 0% 14.00 $ 4,046 -30% 10.00 $ 2,890 -50% 12.00 $ 3,468 -40%
12.00 $ 3,468 0% -40%
2.00 $ 578 17% (2.00) $ (578) -17% - $ - 0%
4.00 $ 1,156 0% 199
200 820760 FURNISH SINGLE SHEET ALUMINUM SIGN (0.080"-UNFRAMED SQFT 96 $ 15.00 $ 1,440 0% 15.00 $ 1,440 0% 10.00 $ 960 -33% 12.00 $ 1,152 -20%
12.33 $ 1,184 0% -18%
2.67 $ 256 22% (2.33) $ (224) -19% (0.33) $ (32) -3%
5.00 $ 480 0% 200
201 820765 A FURNISH SINGLE SHEET ALUMINUM SIGN (0.080"-UNFRAMED SQFT 188 $ 20.00 $ 3,760 0% 15.00 $ 2,820 -25% 10.00 $ 1,880 -50% 12.00 $ 2,256 -40%
12.33 $ 2,319 0% -38%
2.67 $ 501 22% (2.33) $ (439) -19% (0.33) $ (63) -3%
5.00 $ 940 0% 201
202 820780 FURNISH SINGLE SHEET ALUMINUM SIGN (0.063"-FRAMED) SQFT 20 $ 20.00 $ 400 0% 20.00 $ 400 0% 20.00 $ 400 0% 12.00 $ 240 -40%
17.33 $ 347 0% -13%
2.67 $ 53 15% 2.67 $ 53 15% (5.33) $ (107) -31%
8.00 $ 160 0% 202
203 820785 A FURNISH SINGLE SHEET ALUMINUM SIGN (0.063"-FRAMED) F( SQFT 94 $ 25.00 $ 2,350 0% 20.00 $ 1,880 -20% 20.00 $ 1,880 -20% 12.00 $ 1,128 -52%
17.33 $ 1,629 0% -31%
2.67 $ 251 15% 2.67 $ 251 15% (5.33) $ (501) -31%
8.00 $ 752 0% 203
204 820795 A FURNISH SINGLE SHEET ALUMINUM SIGN (0.080"-FRAMED) F( SQFT 166 $ 30.00 $ 4,980 0% 25.00 $ 4,150 -17% 20.00 $ 3,320 -33% 12.00 $ 1,992 -60%
19.00 $ 3,154 0% -37%
6.00 $ 996 32% 1.00 $ 166 5% (7.00) $ (1,162) -37%
13.00 $ 2,158 0% 204
205 820807 A RETROREFLECTIVE SHEETING (TYPE XI) SQFT 1,877 $ 15.00 $ 28,155 0% 4.50 $ 8,447 -70% 5.00 $ 9,385 -67% 3.00 $ 5,631 -80%
4.17 $ 7,821 0% -72%
0.33 $ 626 8% 0.83 $ 1,564 20% (1.17) $ (2,190) -28%
2.00 $ 3,754 0% 205
206 820810 METAL (ROADSIDE SIGN) LB 6,000 $ 9.00 $ 54,000 0% 5.00 $ 30,000 -44% 5.00 $ 30,000 -44% 4.00 $ 24,000 -56%
4.67 $ 28,000 0% -48%
0.33 $ 2,000 7% 0.33 $ 2,000 7% (0.67) $ (4,000) -14%
1.00 $ 6,000 0% 206
207 820820 METAL (BARRIER MOUNTED SIGN) LB 350 $ 15.00 $ 5,250 0% 12.00 $ 4,200 -20% 15.00 $ 5,250 0% 4.00 $ 1,400 -73%
10.33 $ 3,617 0% -31%
1.67 $ 583 16% 4.67 $ 1,633 45% (6.33) $ (2,217) -61%
11.00 $ 3,850 0% 207
208 820840 ROADSIDE SIGN - ONE POST EA 37 $ 351.00 $ 12,987 0% 250.00 $ 9,250 -29% 300.00 $ 11,100 -15% 350.00 $ 12,950 0%
300.00 $ 11,100 0% -15%
(50.00) $ (1,850) -17% - $ - 0% 50.00 $ 1,850 17%
100.00 $ 3,700 0% 208
209 820850 ROADSIDE SIGN - TWO POST EA 12 $ 955.00 $ 11,460 0% 750.00 $ 9,000 -21% 750.00 $ 9,000 -21% 650.00 $ 7,800 -32%
716.67 $ 8,600 0% -25%
33.33 $ 400 5% 33.33 $ 400 5% (66.67) $ (800) -9%
100.00 $ 1,200 0% 209
210 820860 INSTALL SIGN (STRAP AND SADDLE BRACKET METHOD) EA 25 $ 181.00 $ 4,525 0% 200.00 $ 5,000 10% 150.00 $ 3,750 -17% 120.00 $ 3,000 -34%
156.67 $ 3,917 0% -13%
43.33 $ 1,083 28% (6.67) $ (167) -4% (36.67) $ (917) -23%
80.00 $ 2,000 0% 210
211 820870 INSTALL SIGN OVERLAY SQFT 9 $ 45.00 $ 405 0% 25.00 $ 225 -44% 1.00 $ 9 -98% 12.00 $ 108 -73%
12.67 $ 114 0% -72%
12.33 $ 111 97% (11.67) $ (105) -92% (0.67) $ (6) -5%
24.00 $ 216 0% 211
212 832007 MIDWEST GUARDRAIL SYSTEM (WOOD POST) LF 5,313 $ 30.00 $ 159,390 0% 28.00 $ 148,764 -7% 30.00 $ 159,390 0% 28.00 $ 148,764 -7%
28.67 $ 152,306 1% -4%
(0.67) $ (3,542) -2% 1.33 $ 7,084 5% (0.67) $ (3,542) -2%
2.00 $ 10,626 0% 212
213 832070 VEGETATION CONTROL (MINOR CONCRETE) SQYD 3,367 $ 54.00 $ 181,818 1% 85.00 $ 286,195 57V' 70.00 $ 235,690 30% 74.00 $ 249,158 37%
76.33 $ 257,014 1% 41%
8.67 $ 29,181 11% (6.33) $ (21,324) -8% (2.33) $ (7,856) -3%
15.00 $ 50,505 0% 213
214 839521 CABLE RAILING LF 1,670 $ 60.00 $ 100,200 0% 25.00 $ 41,750 -58% 30.00 $ 50,100 -50% 27.00 $ 45,090 -55%
27.33 $ 45,647 0% -54%
(2.33) $ (3,897) -9% 2.67 $ 4,453 10% (0.33) $ (557) -1%
5.00 $ 8,350 0% 214
215 839543 TRANSITION RAILING (TYPE WB-31) EA 6 $ 4,000.00 $ 24,000 0% 4,500.00 $ 27,000 13% 4,500.00 $ 27,000 13% 4,700.00 $ 28,200 18%
4,566.67 $ 27,400 0% 14%
(66.67) $ (400) -1% (66.67) $ (400) -1% 133.33 $ 800 3%
200.00 $ 1,200 0% 215
216 839576 END CAP (TYPE A) EA 2 $ 450.00 $ 900 0% 200.00 $ 400 -56% 300.00 $ 600 -33% 200.00 $ 400 -56%
233.33 $ 467 0% -48%
(33.33) $ (67) -14% 66.67 $ 133 29% (33.33) $ (67) -14%
100.00 $ 200 0% 216
217 839581 END ANCHOR ASSEMBLY (TYPE SFT) EA 6 $ 809.00 $ 4,854 0% 850.00 $ 5,100 5% 1,000.00 $ 6,000 24% 900.00 $ 5,400 11%
916.67 $ 5,500 0% 13%
(66.67) $ (400) -7% 83.33 $ 500 9% (16.67) $ (100) -2%
150.00 $ 900 0% 217
218 839584 ALTERNATIVE IN -LINE TERMINAL SYSTEM EA 11 $ 3,200.00 $ 35,200 0% 3,500.00 $ 38,500 9% 3,500.00 $ 38,500 9% 3,700.00 $ 40,700 16%
3,566.67 $ 39,233 0% 11%
(66.67) $ (733) -2% (66.67) $ (733) -2% 133.33 $ 1,467 4%
200.00 $ 2,200 0% 218
219 839607 A CRASH CUSHION (TYPE SCI-100GM) EA 1 $ 42,000.00 $ 42,000 0% 40,000.00 $ 40,000 -5% 40,000.00 $ 40,000 -5% 40,100.00 $ 40,100 -5%
40,033.33 $ 40,033 0% -5%
(33.33) $ (33) 0% (33.33) $ (33) 0% 66.67 $ 67 0%
100.00 $ 100 0% 219
220 839640 CONCRETE BARRIER (TYPE 60M) LF 381 $ 175.00 $ 66,675 0% 160.00 $ 60,960 -9% 180.00 $ 68,580 3% 130.00 $ 49,530 -26%
156.67 $ 59,690 0% -10%
3.33 $ 1,270 2% 23.33 $ 8,890 15% (26.67) $ (10,160) -17%
50.00 $ 19,050 0% 220
221 839642 CONCRETE BARRIER (TYPE 60MC) LF 183 $ 150.00 $ 27,450 0% 300.00 $ 54,900 100% 230.00 $ 42,090 535 102.00 $ 18,666 -32%
210.67 $ 38,552 0% 40%
89.33 $ 16,348 42% 19.33 $ 3,538 9% (108.67) $ (19,886) -52%
198.00 $ 36,234 0% 221
222 839643 CONCRETE BARRIER (TYPE 60MD) LF 1,590 $ 120.00 $ 190,800 1% 55.00 $ 87,450 -54% 115.00 $ 182,850 -4% 70.00 $ 111,300 -42%
80.00 $ 127,200 0% -33%
(25.00) $ (39,750) -31% 35.00 $ 55,650 44% (10.00) $ (15,900) -13%
60.00 $ 95,400 0% 222
223 839649 CONCRETE BARRIER (TYPE 60MS) LF 150 $ 250.00 $ 37,500 0% 150.00 $ 22,500 -40% 200.00 $ 30,000 -20% 92.00 $ 13,800 -63%
147.33 $ 22,100 0% -41%
2.67 $ 400 2% 52.67 $ 7,900 36% (55.33) $ (8,300) -38%
108.00 $ 16,200 0% 223
224 839741 CONCRETE BARRIER (TYPE 836) LF 213 $ 160.00 $ 34,080 0% 160.00 $ 34,080 0% 155.00 $ 33,015 -3% 105.00 $ 22,365 -34%
140.00 $ 29,820 0% -13%
20.00 $ 4,260 14% 15.00 $ 3,195 11% (35.00) $ (7,455) -25%
55.00 $ 11,715 0% 224
225 839747 CONCRETE BARRIER (TYPE 842A) LF 735 $ 160.00 $ 117,600 0% 165.00 $ 121,275 3% 160.00 $ 117,600 0% 94.00 $ 69,090 -41%
139.67 $ 102,655 0% -13%
25.33 $ 18,620 18% 20.33 $ 14,945 15% (45.67) $ (33,565) -33%
71.00 $ 52,185 0% 225
247
L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis \Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 rO, Bid Schad (2)
Page 5 of 6
Printed: 2/14/2020, 11:47 AM
1-15 Railroad Canyon Interchange ENGINEER'S BID PRICES AND AMOUNTS
AVERAGE OF
BID AMOUNTS
VARIANCE FROM AVERAGE OF BIDS
LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
SPREAD
(HIGH MINUS LOW)
Revision No.: A (completed 10/21/2019) Yellow items are > $100kbelow ENGR EST
Bid Opening Date: 17 OCT 2019 ESTIMATE LOW BIDDER SECOND BIDDER THIRD BIDDER
Riverside Skanska Ortiz
%Var
PRICE AMOUNT
to Avg
% Var % Var
PRICE AMOUNT PRICE AMOUNT
to Avg to Avg
UNIT BID ENGINEER'S
ITEM ITEM AMOUNT % of
ITEM DESCRIPTION OF QTY ESTIMATED Eng
CODE MEASURE (A) PRICE (B) (C-_ A x B) Est
% VAR
PRICE AMOUNT ENGR
EST
% VAR % VAR
PRICE AMOUNT ENGR PRICE AMOUNT ENGR
EST EST
% of % VAR
PRICE AMOUNT Total ENGR
Avg. EST
% of
PRICE AMOUNT
Total
SPREAD SPREAD Avg
2 2
alNUM z
226 839752 REMOVE GUARDRAIL LF 2,225 $ 7.00 $ 15,575 0%
10.00 $ 22,250 43% 5.00 $ 11,125 -29% 11.00 $ 24,475 57%
8.67 $ 19,283 0% 24%
1.33 $ 2,967 15% (3.67) $ (8,158) -42% 2.33 $ 5,192 27%
6.00 $ 13,350 0% 226
227 840515 THERMOPLASTIC PAVEMENT MARKING SQFT 7,465 $ 4.00 $ 29,860 0%
4.00 $ 29,860 0% 5.00 $ 37,325 25% 3.50 $ 26,128 -13%
4.17 $ 31,104 0% 4%
(0.17) $ (1,244) -4% 0.83 $ 6,221 20% (0.67) $ (4,977) -16%
1.50 $ 11,198 0% 227
228 846007 6" THERMOPLASTIC TRAFFIC STRIPE (ENHANCED WET NIGH' LF 204,515 $ 0.55 $ 112,483 0%
1.20 $ 245,418 118% 0.65 $ 132,935 18% 0.62 $ 126,799 13%
0.82 $ 168,384 1% 50%
0.38 $ 77,034 46% (0.17) $ (35,449) -21% (0.20) $ (41,585) -25%
0.58 $ 118,619 0% 228
229 846009 8" THERMOPLASTIC TRAFFIC STRIPE (ENHANCED WET NIGH' LF 24,091 $ 1.00 $ 24,091 0%
2.10 $ 50,591 110% 1.50 $ 36,137 50% 1.30 $ 31,318 30%
1.63 $ 39,349 0% 63%
0.47 $ 11,242 29% (0.13) $ (3,212) -8% (0.33) $ (8,030) -20%
0.80 $ 19,273 0% 229
230 846030 REMOVE THERMOPLASTIC TRAFFIC STRIPE LF 110,811 $ 0.50 $ 55,406 0%
0.30 $ 33,243 -40% 0.50 $ 55,406 0% 0.35 $ 38,784 -30%
0.38 $ 42,478 0% -23%
(0.08) $ (9,234) -22% 0.12 $ 12,928 30% (0.03) $ (3,694) -9%
0.20 $ 22,162 0% 230
231 846035 REMOVE THERMOPLASTIC PAVEMENT MARKING SQFT 3,671 $ 2.00 $ 7,342 0%
1.50 $ 5,507 -25% 2.50 $ 9,178 25% 3.00 $ 11,013 50%
2.33 $ 8,566 0% 17%
(0.83) $ (3,059) -36% 0.17 $ 612 7% 0.67 $ 2,447 29%
1.50 $ 5,507 0% 231
232 870009 MAINTAINING EXISTING TRAFFIC MANAGEMENT SYSTEM ELE LS 1 $ 50,000.00 $ 50,000 0%
3,500.00 $ 3,500 -93% 25,000.00 $ 25,000 -50% 25,000.00 $ 25,000 -50%
17,833.33 $ 17,833 0% -64%
(14,333.33) $ (14,333) -80% 7,166.67 $ 7,167 40% 7,166.67 $ 7,167 40%
21,500.00 $ 21,500 0% 232
233 870136 ELECTRIC SERVICE FOR IRRIGATION LS 1 $ 19,090.00 $ 19,090 0%
25,000.00 $ 25,000 31% 35,000.00 $ 35,000 83% 34,000.00 $ 34,000 78%
31,333.33 $ 31,333 0% 64%
(6,333.33) $ (6,333) -20% 3,666.67 $ 3,667 12% 2,666.67 $ 2,667 9%
10,000.00 $ 10,000 0% 233
234 870403 A SIGNAL AND LIGHTING SYSTEM (LOCATION 3) LS 1 $ 324,000.00 $ 324,000 1%
330,000.00 $ 330,000 2% 365,000.00 $ 365,000 13% 335,000.00 $ 335,000 3%
343,333.33 $ 343,333 1% 6%
(13,333.33) $ (13,333) -4% 21,666.67 $ 21,667 6% (8,333.33) $ (8,333) -2%
35,000.00 $ 35,000 0% 234
235 870511 A RAMP METERING SYSTEM (LOCATION 1) LS 1 $ 210,100.00 $ 210,100 1%
190,000.00 $ 190,000 -10% 340,000.00 $ 340,000 62%
338,000.00 $ 338,000 61%
289,333.33 $ 289,333 1% 38%
(99,333.33) $ (99,333) -34% 50,666.67 $ 50,667 18% 48,666.67 $ 48,667 17%
150,000.00 $ 150,000 1% 235
236 870512 A RAMP METERING SYSTEM (LOCATION 2) LS 1 $ 125,600.00 $ 125,600 0%
130,000.00 $ 130,000 4% 225,000.00 $ 225,000 79%
220,000.00 $ 220,000 75%
191,666.67 $ 191,667 1% 53%
(61,666.67) $ (61,667) -32% 33,333.33 $ 33,333 17% 28,333.33 $ 28,333 15%
95,000.00 $ 95,000 0% 236
237 870513 A RAMP METERING SYSTEM (LOCATION 3) LS 1 $ 146,600.00 $ 146,600 0%
160,000.00 $ 160,000 9% 320,000.00 $ 320,000 118% 319,000.00 $ 319,000 118%
266,333.33 $ 266,333 1% 82%
(106,333.33) $ (106,333) -40% 53,666.67 $ 53,667 20% 52,666.67 $ 52,667 20%
160,000.00 $ 160,000 1% 237
238 871300 CAMERA SYSTEMS LS 1 $ 58,190.00 $ 58,190 0%
35,000.00 $ 35,000 -40% 50,000.00 $ 50,000 -14% 53,000.00 $ 53,000 -9%
46,000.00 $ 46,000 0% -21%
(11,000.00) $ (11,000) -24% 4,000.00 $ 4,000 9% 7,000.00 $ 7,000 15%
18,000.00 $ 18,000 0% 238
239 872131 MODIFYING LIGHTING SYSTEMS LS 1 $ 465,500.00 $ 465,500 1%
525,000.00 $ 525,000 13% 500,000.00 $ 500,000 7/ 480,000.00 $ 480,000 3%
501,666.67 $ 501,667 2% 8%
23,333.33 $ 23,333 5% (1,666.67) $ (1,667) 0% (21,666.67) $ (21,667) -4%
45,000.00 $ 45,000 0% 239
240 872132 MODIFYING SIGN ILLUMINATION SYSTEMS LS 1 $ 27,900.00 $ 27,900 0%
50,000.00 $ 50,000 79 120,000.00 $ 120,000 330% 119,000.00 $ 119,000 327%
96,333.33 $ 96,333 0% 245%
(46,333.33) $ (46,333) -48% 23,666.67 $ 23,667 25% 22,666.67 $ 22,667 24%
70,000.00 $ 70,000 0% 240
241 872134 A MODIFYING SIGNAL AND LIGHTING SYSTEMS (LOCATION 1) LS 1 $ 362,700.00 $ 362,700 1%
390,000.00 $ 390,000 8%77 400,000.00 $ 400,000 10% 400,000.00 $ 400,000 10%
396,666.67 $ 396,667 1% 9%
(6,666.67) $ (6,667) -2% 3,333.33 $ 3,333 1% 3,333.33 $ 3,333 1%
10,000.00 $ 10,000 0% 241
242 872134 B MODIFYING SIGNAL AND LIGHTING SYSTEMS (LOCATION 2) LS 1 $ 180,600.00 $ 180,600 1%
145,000.00 $ 145,000 -20% 120,000.00 $ 120,000 -34% 116,000.00 $ 116,000 -36%
127,000.00 $ 127,000 0% -30%
18,000.00 $ 18,000 14% (7,000.00) $ (7,000) -6% (11,000.00) $ (11,000) -9%
29,000.00 $ 29,000 0% 242
243 872138 MODIFYING INTERCONNECTION CONDUIT AND CABLE LS 1 $ 117,760.00 $ 117,760 0%
185,000.00 $ 185,000 57% 4 250,000.00 $ 250,000
112%
250,000.00 $ 250,000
112%
228,333.33 $ 228,333 1% 94%
(43,333.33) $ (43,333) -19% 21,666.67 $ 21,667 9% 21,666.67 $ 21,667 9%
65,000.00 $ 65,000 0% 243
244 872142 REMOVING SIGN ILLUMINATION SYSTEMS LS 1 $ 6,000.00 $ 6,000 0%
10,000.00 $ 10,000 67% 15,000.00 $ 15,000
150%
11,500.00 $ 11,500
92%
12,166.67 $ 12,167 0% 103%
(2,166.67) $ (2,167) -18% 2,833.33 $ 2,833 23% (666.67) $ (667) -5%
5,000.00 $ 5,000 0% 244
245 872143 A REMOVING SIGNAL AND LIGHTING SYSTEMS (LOCATION 1) LS 1 $ 28,900.00 $ 28,900 0%
15,000.00 $ 15,000 -48% 50,000.00 $ 50,000
73 %
50,000.00 $ 50,000
73%
38,333.33 $ 38,333 0% 33%
(23,333.33) $ (23,333) -61% 11,666.67 $ 11,667 30% 11,666.67 $ 11,667 30%
35,000.00 $ 35,000 0% 245
246 872143 B REMOVING SIGNAL AND LIGHTING SYSTEMS (LOCATION 2) LS 1 $ 33,700.00 $ 33,700 0%
15,000.00 $ 15,000 -55% 55,000.00 $ 55,000
63%
54,000.00 $ 54,000
60%
41,333.33 $ 41,333 0% 23%
(26,333.33) $ (26,333) -64% 13,666.67 $ 13,667 33% 12,666.67 $ 12,667 31%
40,000.00 $ 40,000 0% 246
247 872145 REMOVING TRAFFIC MONITORING STATIONS LS 1 $ 5,000.00 $ 5,000 0%
15,000.00 $ 15,000 200% 25,000.00 $ 25,000
400%
22,000.00 $ 22,000
340%
20,666.67 $ 20,667 0% 313%
(5,666.67) $ (5,667) -27% 4,333.33 $ 4,333 21% 1,333.33 $ 1,333 6%
10,000.00 $ 10,000 0% 247
248 995100 WATER METER CHARGES LS 1 $ 146,500.00 $ 146,500 0%
92,146.00 $ 92,146 -37% 92,156.00 $ 92,156 -37% 45,000.00 $ 45,000 -69%
76,434.00 $ 76,434 0% -48%
15,712.00 $ 15,712 21% 15,722.00 $ 15,722 21% (31,434.00) $ (31,434) -41%
47,156.00 $ 47,156 0% 248
249 999990 MOBILIZATION LS 1 $ 3,572,578.00 $ 3,572,578
[0%
1,485,000.00 $ 1,485,000 -58% 2,372,972.90 $ 2,372,973 -34% 3,000,000.00 $ 3,000,000 -16%
2,285,990.97 $ 2,285,991 8% -36%
(800,990.97) $ (800,991) -35% 86,981.93 $ 86,982 4% 714,009.03 $ 714,009 31%
1,515,000.00 $ 1,515,000 5% 249
250 720008 REMOVE SLOPE PAVING (SQYD) SQYD 614 $ 30.00 $ 18,420 0%
15.00 $ 9,210 -50% 20.00 $ 12,280 -33% 25.00 $ 15,350 -17%
20.00 $ 12,280 0% -33%
(5.00) $ (3,070) -25% - $ - 0% 5.00 $ 3,070 25%
10.00 $ 6,140 0% 250
1
$ 35,611,854
$ 27,698,589.41 -227o
5 27,874,000 -22%
$ 30,374,376 -15%
$ 28,648,989 -29°0
$ (95g399)
5 (//4,989)
5 1, (25,388
248
L:\Project Controls\Cost Estimates (ICE), Cost Analysis & Negotiations\Construction Bid Analysis \Pachappa UP\Bid Comparison -Analysis Table - Construction Pachappa UC 2019-10-18 rO, Bid Sched (2)
Page 6 of 6
ATTACHMENT 4
Agreement No. 20-31-046-00
CULTURAL RESOURCES TREATMENT AND TRIBAL MONITORING AGREEMENT
(Pre -Excavation Agreement)
I-15 RAILROAD CANYON ROAD INTERCHANGE
I. PARTIES
The PARTIES to this Agreement are (1) The Pechanga Band of Luiseno Indians, a federally
recognized Indian tribe ("PECHANGA TRIBE") and (2) /Riverside County Transportation
Commission ("AGENCY"). `
All notices to the PARTIES shall be given at the addresses below:
Pechanga Band of Luiseno Indians
Gary DuBois, Director
Pechanga Cultural Resources
P.O. Box 2183
Temecula, CA 92593
Telephone: (951) 770-6300
Agency
Riverside County Transportation
Commission
4080 Lemon Street, Third Floor
Riverside, Ca 92501
Telephone: (951) 787-7141
II. SUBJECT MATTER
General Counsel for the Pechanga Band
Michele Fahley, Deputy General Counsel
Pechanga Office of the General Counsel
P.O. Box 1477
Temecula, CA 92593
Telephone: (951) 770-6170
Facsimile: (951) 694-0733
*For Tribal Moni for scheduling and Tribal Monitor
contact information, please refer to Addendum
onitar-ing Services Summary Sheet)*
This Agreement concerns a projectiknown as th0-15 Railroad Canyon Road Interchange. The
PECHANGA TRIBE will provide a copy of this Agreement to the Riverside County Medical
Examiner's Office and the Riverside County Transportation Commission, Lead Agency for the
Project, and agency responsible for environmental compliance of this Project ("AGENCY").
III. PURPOSE
This Agreement formalizes procedures for the treatment of Native American human remains,
grave goods, funerary objects, ceremonial items, and cultural items, in the event that any are found
in conjunction with construction of the Project. This Agreement also formalizes procedures for
Tribal Monitoring during all grading, groundbreaking, excavation, and ground -disturbing
activities performed in conjunction with the Project , including archaeological testing, studies,
surveys, and staging activities. This Agreement is entered into pursuant to the mitigation
measures required under the California Environmental Quality Act, Cal. Public Resources Code
Section 21000 et seq., as amended ("CEQA') and the conditions of approval for this Project. This
Agreement is effective as of the date provided for in Section XVII.
I-15 Railroad Canyon Road Interchange
Cultural Resources Treatment &
Tribal Monitoring Agreement
Pechanga Band of Luiseno Indians
(Rev. July 2016)
249
IV. CULTURAL AFFILIATION & TREATMENT OF CULTURAL RESOURCES
Cultural resources, including ceremonial items and archaeological items, which may be found in
conjunction with the development of this Project shall be treated as follows:
The AGENCY agrees to give all cultural items to the PECHANGA TRIBE for appropriate
treatment, unless the AGENCY is otherwise ordered by a court or agency of competent
jurisdiction. The AGENCY waives any and all claims to ownership of all cultural items in favor of
the PECHANGA TRIBE. If temporary possession of cultural items by the AGENCY or its agents,
subcontractors, or representatives is necessary (for example a Project archaeologist), said entity
or individual shall not possess those items for longer than is reasonably necessary, except that all
PARTIES agree that ceremonial and sacred items shall be immediately relinquished to the
PECHANGA TRIBE for appropriate treatment.
V. DISCOVERY OF HUMAN REMAINS
A. Most Likely Descendant Determination
If Native American human remains are foundiduring development of the Project, the PARTIES
understand that the Native American Heritage mmission ("NAHC") will: -be notified and will
make a determination of Most Likely Descendant ('ML.D')::,pursuant to California Public
Resources Code Section 5097.98. Ne, ther PARTY guarantees that the PECHAN4 TRIBE or one
of its members will be named the; :NILD. However, given the location of the site and the
history/prehistory of the area, the PARTIES' good faith belief is that Tribal Chairperson Mark
Macarro of the PECHANGA TRIBE will be named the MLD.
Should the NAHC determine that a member of an Indian tribe other than the PECHANGA TRIBE
is the MLD, the provisions of this Agreement relating to the treatment of such Native American
human remains shall be null and voicl in their entirety, except -that the provisions of Addendum 1
to this Agreement, which is fully severable, shall continue in full force and effect.
B. Coordination with County Medical Examiner's Office
The AGENCY shall iinmediately contact the Medical Examiner and the PECHANGA TRIBE in
the even that any human remains are discovered during the development of the Project. The
Medical Examiner shall ensure that notification is provided to the NAHC as required by
California Public Resources ..Code Section 5097.98(a) and California Health & Safety Code
Section 7050.5(c).
C. Treatment of Native:naerican Human Remains
In the event that Native American human remains are found during development of the Project
and the PECHANGA TRIBE Or one of its members is determined to be the MLD by the NAHC,
the following provisions shall apply.
The term "Native American human remains" encompasses more than human bones. The
PECHANGA TRIBE'S traditions call for the burial of associated cultural resources with the
deceased (grave goods and funerary objects), and the ceremonial burning of human remains, with
funerary objects, grave goods and animals. Ashes and other remnants of these burning ceremonies,
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250
Pechanga Band of Luiseno Indians
(Rev. July 2016)
as well as grave goods and funerary objects, associated with or buried with the Native American
remains, are to be treated in the same manner as bones, bone fragments, and cremations.
The Medical Examiner shall immediately be notified, ground disturbing activities in that location
shall cease, and the remains shall be left in the place where they were discovered until the Medical
Examiner has had the opportunity to inspect the remains in place and make determinations as
required by State law, and until a final decision as to the treatment and disposition has been made
pursuant to this Agreement and the State law.
The PECHANGA TRIBE shall be allowed, pursuant to California Public Resources CodeSection
5097.98(a), to (1) inspect the site of the discovery, and (2) makeecommendations as to how the
human remains and grave goods should be treated with appropriate dignity. The AGENCY shall
discuss and confer with the PECHANGA TRIBE all reasonable options with regard to its
preferences and recommendations for treatment. The.:PA=RTXES agree to discuss in good faith
what constitutes "appropriate dignity," as that term..:is •used in the..applicable statutes and in the
PECHANGA TRIBE'S customs and traditions.
The PECHANGA TRIBE shall complete its inse.an and make its MLb:recommendation within
forty-eight (48) hours of receiving notification ofrhe MLD determination £ropy the NAHC. RCTC
acknowledges that the PECHANGA TRIBE's generrefer. may be th, human remains
not be disturbed or disinterred and,RCJC agrees in gvadfW1 to accommodate that preference
when feasible to the extent allowed` nder California Pubi Resources Code Section 5097.98.
D. Non -Disclosure of Reburial~Lpcati.ons
Unless otherwise required bylaw, the site'o any reburiatof NativeAmerican human remains shall
not be disclosed and will. not be governed :by public disclosure requirements of the California
Public Records Act, :Ga:,.Govt. Code Section 6250: et seq. The .Medical Examiner shall withhold
public disclosure of information related to such celiurial pursuant to the specific exemption set
forth in California Government CodeSection 625:4:(r).
VI. SIQ IFICANT SITES IMPACTED BY PROJECT
Handling -of any additional.signihcant sites shall be conducted in accordance with the Cultural
Resources Treatment and Tribal Monitoring Agreement.
VII. TRIMiL:MONITORS
The description of worl< for TribatMonitors is attached hereto as Addendum 1 and incorporated
herein by reference. Addendum ;l specifies the development activities that Tribal Monitors will
monitor, the geographical area ofer which this monitoring shall be conducted, the size of the
monitoring crew, the powers of'the monitoring crew, provisions for compensation of the Tribal
Monitors, and other pertinent provisions.
VIII. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the heirs, successors,
representatives, executors, administrators, and assigns of the parties, including subsequent land
owners, developers, and subcontractors of the Project area, and any person or entity obligated to
comply with environmental and cultural/archaeological protection laws applicable to the Project.
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251
IX. STATUTORY COMPLIANCE
Nothing in this Agreement shall excuse the AGENCY on this Project from their obligations under
any applicable state or federal laws or regulations, including but not limited to the CEQA, Public
Resources Code Section 21000 et seq.; the National Historic Preservation Act, 16 U.S.C. Section
470 et seq.; California Public Resources Code Sections 5097.98, 5097.98(c), and 5097.99;
California Health and Safety Code Section 7050.5(c); California Government Code Sections 6254,
65040.2, 65092, 65351, 65352, 65560, 65352.3, 65352.4, 65562.5;
California Civil Code Section 815.3; the Native American Graves Protection and Repatriation Act,
25 U.S.C. Section 3001 et seq.; the California Native American Graves Protection and Repatriation
Act of 2001, California Health and Safety Code Section 8010 et seas the American Indian Religious
Freedom Act, 16 U.S.C. Section 1996, et seq., and the FirSt:%endment to the United States
Constitution. Nothing in this Agreement is intended toz.rm*Vra.rly of the above -referenced laws
applicable where such laws would otherwise be inappli: 'je.
X. INDEMNITY ,
The PECHANGA TRIBE in no way indemnifier :ar guarantees the AGENCY in any of their legal
obligations. The PECHANGA TRIBE assumes�ll.-risk of injury to their employees, agents, and
contractors, including loss, arising out of or in cannetU.on with,. property dam age or bodily injury
resulting from the work of the Tribalmonitors on the: Project except in the caseof negligence or
willful misconduct of the RCTC, its`empl'oyees, agents, and contractors.
XI. SEVERABILITY
Should any part of this Agreement be found by any court or ager y; gf competent jurisdiction to
be to any extent invalid or unenfgxceable, the remainder of this Agr&ment shall not be affected
thereby and shall be Valid and erifcable to the fullest extent.pmitted by law.
XII. CONFIDENTIALITY,
The AGENCagrees. to keep canfidenti tl Y and shall not disclose the following, unless required by
law or a coo t of corriipetent jurisdiction: any:items discussed in Section V(D). The AGENCY shall
ensurethat all of its •officers, directors, agents;; employees and contractors agree to keep
confidential the above items •and to full., comply with this section as though each of them had
signed this Agreement. The PARTIES agree that any remedy at law for a breach of this section
would be inadk irate and such hrretch shall result in irreparable harm to the PECHANGA TRIBE,
who shall be entitlea•to obtain injunctive relief for a breach of this section, in addition to any other
remedies available to: it at law. •
XIII. LIMITATION ON SCOPE
This Agreement is unique to this Project only and does not set a precedent for other projects.
XVI. AUTHORITY TO EXECUTE
Each of the persons executing this Agreement expressly warrants that he or she is authorized to
do so on behalf of the entity for which he or she is executing this Agreement. Each PARTY to this
Agreement represents and warrants that this Agreement is executed voluntarily, with full
knowledge of its significance.
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252
XVII. COUNTERPARTS
This Agreement may be signed in two or more counterparts and will be effective when all
PARTIES and signatories have affixed their signatures to two or more of the counterparts and
said counterparts have been delivered to all PARTIES, at which time the counterparts together
will be deemed one original document.
XVIII. TERM
The term of this Agreement shall commence upon the date of the, last signature below and shall
remain in effect until completion of all Project construction a es subject to monitoring as
defined herein, and as determined by RCTC.
IX. ELECTRONICALLY TRANSMITTED SIGNATURES
A manually signed copy of this Agreement which is transmitted by facsimile, email or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement for all purposes.
Date:
Tribe: PECHANbA BAND OFLUISEIVO Ag ncy:
INDIANS
By:
Its:
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253
-)RIVERSIDE COUNTY
TRANSPORTATION
COMMISSION
Anne Mayer
Executive Director
Pechanga Band of Luisefio Indians
(Rev. July 2016)
ADDENDUM 1
TRIBAL MONITORING
I-15 Railroad Canyon Road Interchange
I. MONITORING SPECIFICATIONS
The I-15 Railroad Canyon Road Interchange, defined in Section II of the Cultural Resources
Treatment and Tribal Monitoring Agreement, shall consist of ramp improvements, and
reconfigurations of the existing I-15 Railroad Canyon Road Interchange.
Given the nature and sensitivity of the archaeological sites and. -cultural resources that are ormay
be in the Project area, it is agreed that the PECHANGA TRIBE. shall designate representatives to
be retained as Tribal Monitors to monitor all grading, groundbreaking, excavation, and ground -
disturbing activities performed in the Project area •arid in conjunction with the Project
construction including archaeological testing, studies, surveys, Arid. staging activities. Tribal
Monitors will not monitor paleontological material... If necessary, archaeological observation shall
consist of a qualified archaeologist, retained by the AGENCY, to be present during grading
activities to identify and/or ascertain the significance of any subsurface cultural resources or to
aid in the avoidance of sensitive areas.
II. DISCOVERY OF HUMAN`REMAINS
In the event that human remains, as defined in .S'ection V(C) .Of the Cultural Resources Treatment
and Tribal Monitoring Agreement, incorporated herein by '-teference, are found during
development of the Projecf; Tribal Monitors ha11 immediately notify he AGENCY Construction
Manager and after noti- ying are einpowered to temporarily hilt grading or excavation activities
pending further invests tion by the Medical Exaininer and the PECHANGA TRIBE, pursuant to
California Health & Saf .Code Section 7050.5.. The Tribal Monitors are further empowered to
temporarily halt grading or excavation activities, for short periods of time, to conduct further
evaluation • •of the significance of discovered cultural items, including further controlled
excavations pursuant to. California Public Resources Code Section 21083.2(i). Surface or
subsurface artifacts of 'significance may be collected and mapped during this controlled
excavation.
III. PRE -GRADING CONFERENCE & PROJECT CREW SIZES
Regarding grading activities, a ptOgrading conference shall be held by the AGENCY to clarify
Tribal Monitoring specification`s With the grading contractor and/or Construction Manager and
Resident Engineer. The PECHAGA TRIBE shall be invited to participate in this conference.
To determine Tribal Monitoring crew sizes, a written schedule of excavation, testing, grading,
and ground -disturbing activities shall be submitted by the AGENCY to the PECHANGA TRIBE
one week in advance of the commencement of these activities. If the AGENCY changes the written
schedule of excavation with less than twenty-four (24) hours' notice, the PECHANGA TRIBE
may impose a minimum half -day show -up charge. "Notice" must be given during normal business
hours (i.e., Monday -Friday from 8:00 a.m. to 5:00 p.m.). Notice provided outside of normal
business hours may result in a minimum half -day charge.
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254
The PARTIES to this Agreement anticipate the need for a Tribal Monitoring crew consisting of
two (2) persons. If the scope of work changes to require additional monitors (for example, if
inadvertent discoveries of cultural resources are made or simultaneous grading in two or more
geographic areas), the AGENCY agrees to come to a reasonable agreement with the PECHANGA
TRIBE regarding compensation of more than two (2) monitors.
IV. COMPENSATION
The PECHANGA TRIBE shall hire the Tribal Monitoring crew for this Project and shall be
responsible for coordinating their activities on this Project. The PECHANGA TRIBE recognizes
that dangerous conditions can exist at the Project work sj:te, particularly during grading
operations, and agrees to assume responsibility for the safe . the Tribal Monitors while on the
Project site. The PECHANGA TRIBE possesses liabilityii-isilrftice for its Monitors.
The AGENCY shall compensate the Tribal Monitors at the rate of $75.00 per hour, plus
reimbursement for all reasonable and documented mileage expenisesat the current Federal Travel
Regulation mileage rate. The hourly rate of compensation shall be adjusted for inflation based on
2020 dollars. The adjustment, if any, shall be calculated at the beginning'of the calendar year and
will be in accordance with the United States Department of Labor, Bureau of Labor Statistics, and
Revised Consumer Price Index. A minimum half -day charge ("show up tune') will be charged to
the AGENCY for unannounced ware stoppages of Tribal Monitors which are not:due to actions
of the PECHANGA TRIBE. The handy rate,will not be applicable to travel time to and from the
Project site. A minimum two-hour charge, wfl be applied for tlhe pre -grading conference and any
other meetings conducted outside of regularly scheduled grading or constructionhours.
Overtime rates of time and:a.half . ($112.50 per hour) of the quoted raft, apply for "after hours" and
"weekend" work. "After hours work" is defined as setvices performed beyond an eight -hour day
from start of construction. "Weekend work" is defined as services performed between close of the
eight -hour construction,* on Friday and start of construction work Monday morning. Holiday
rates of double... e ($150 per'hour)-of the quoted "rate apply for all holiday work. The hourly rate
will not be app. ealir ro travd tiizie to and the E,roject site.
The AGE iCY agrees that the PECHANGA TRIPE may invoice the AGENCY for the Tribal
Monitors' compensation on a monthly basis. The PECHANGA TRIBE shall submit verified time
records with:. each invoice. The AGENCY -also agrees to remit payment in full to the following
address within thirty (30) days ofreceipt of the PECHANGA TRIBE's invoice:
Accounting ]epartment •
Pechanga Baneiof Luiserio•lildians
Attn: Accounts Receivable
P.O. Box 1477
Temecula, CA 92593
All unpaid balances are subject to a monthly finance charge of 2% of the balance owed. If the
AGENCY fails to remit payment, the PECHANGA TRIBE may pursue any necessary legal action,
including collections, to recover the money owed.
RCTC estimates that Tribal Monitors will be required for 8 hours per day, over a period of 150
days, for a total cost of Ninety Thousand Dollars ($90,000). To ensure adequate funding for any
additional days, overtime or work on holidays, RCTC has allocated the total not to exceed sum of
One Hundred Thousand Dollars ($100,000) to this Agreement. Notwithstanding the foregoing,
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(Rev, July 2016)
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255
payment of any funds under this Agreement shall be based on actual invoiced costs, approved by
RCTC, in accordance with the terms of this Agreement.
V. MONITOR SERVICES SUMMARY SHEET
Please refer to Addendum 2 for pertinent contact information regarding monitor services.
VI. INSURANCE
The PECHANGA TRIBE shall furnish the RCTC with a certificate aF workers compensation insurance
indicating compliance with a worker's compensation program and employer's liability insurance. The
specific requirements are provided in Addendum 3 to this Agreement
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256
Pechanga Band of Luiseho Indians
(Rev. July 2016)
ADDENDUM 2
MONITORING SERVICES SUMMARY SHEET
Project : Project Owner/Developer
Hourly Rate:
Overtime hare:
$75.00
$112.50
Project Manager Name:
Holiday Rate: I
$150.00
E-mail:
Accounts Payable Contact:
E-mail:
Account #:
#:
Mileage Rate:
Project Start Dare; Projecr End Dare:
Show Up: Y or N Pre -grading Time:
Phone Number:
r-
ix YFx
Address:
u'
Name of Tribe: j A4t1ress: •
Phone Number:
P,e banga Band of, itiscno l ndiaxis P.d:" px 1477 Temecula CA 92593
•
Ku'Y
Accounts Receivable Contact: Address:
Fiery f�..'.
Aide
mail:
Phone Numbe.r:
951-770-6000
Phone Number:
P.O. Bax'1477Temecula, CA 92593 afierro@pechanga-nsn.gov
951-770-6111
Monitor Services Contact: Address: E-mail: Phone Number:
Tina Thompson-Mena.•-ssa,Z . Box 2183 Temecula, CA 92593 ` tmendoza@pechanga-nsn.gov f 951-770-6302
I I
If you can not reach Tina Thj asgn ease contact Ebru Ozdil at (951) 770-6313
For Internal Use Only:
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Tribal Monitoring Agreement
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Pechanga Band of Luiseno Indians
(Rev. July 2016)
257
ADDENDUM 3
TRIBAL MONITOR INSURANCE REQUIREMENTS
A. WORKERS COMPENSATION (IF APPLICABLE)
The Pechanga Band shall furnish the Riverside County Transportation Commission (RCTC) with a certificate of
workers compensation insurance indicating compliance with a worker's compensation program and employer's
liability insurance with a minimum of $1,000,000.00 for injury, death, or disease to any employee.
B. GENERAL LIABILITY AND AUTOMOBILE LIABILITY COVERAGES
The Pechanga Band shall, at their own expense, maintain during the performance of this contract professional
liability, general liability, and auto liability insurance of the cover ge:and:amount provided below:
Automobile Liability Insurance shall include coverage for bodily injury arid;property damage for owned (if any),
hired, and non -owned vehicles and shall be not less than '$1,000,000.00 cainlined limit for any one occurrence.
Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property
damage, and personal injury for premises operations, praductslcompleted operation, and contractual liability.
The amount of the insurance shall not be less than $1,000 000.00 coinbin.ed single limit per occurrence and
$2,000,000.00 in the aggregate.
C. ADDITIONAL INSURANCE PROVISIO
74,
Comprehensive or Commercial General Liability%ldsuranct shall. (I) include/an endorsement adding the County as
additionally insured rci trding work performed bythe Pechanga Band, (2) contain a severability of interest clause,
and (3) provide that the ftCTC shall riot cur liabilkyto the insurance carrier for payment of premium.
I-15 Railroad Canyon Road Interchange
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Pechanga Band of Luiseno Indians
(Rev. July 2010
258
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
AWARD CONSTRUCTION
CONTRACT FOR 1-15 RAILROAD
CANYON INTERCHANGE
Riverside County Transportation Commission
March 11, 2020
Bryce Johnston, Construction Manager
Interstate 15
RAILROAD CANYON
Project Location
Chino
Chino Hills
State Park
Ida
i Tustin
IRV
na Beach
Norco
Corona
Silverado
Lake Forest Rancho Santa
Margarita
Mission Viejo
Jurupa Valley
El Cerrito
Riverside
er
Woodcrest
Lake Mathews
Estelle
Mountain
Reserve
Temescal
Valley
Ar
Moreno Valley
March Air
Reserve Base
Calimesa
Hinda
Mead Valley Lakeview
7d
Perris
Terra Cotta
a N• /Canyon Lake
Lake ElsFnore
0 Lakeland
Village
m
i Idomar
Meni Fee
MurrieL
Nuevo
Homeland
Winchester
Chi,Valley
I
Beaumont a
Q
San Jacinto
Hemet
Glenoak Hills
Sa
2
Interstate 15
RAILROAD CANYON
Features & Benefits
• Safety: Build auxiliary and
deceleration lanes on I-15 to
help drivers enter and exit the
highway, reduce queuing
PP it: —
Diamond Dr
Railroad
`- RIGHT LANE
—••.ram .. -AMUST
EXIT,_.A.A71,01:iii I
"ai;
• Capacity: Add two new lanes on Railroad Canyon Road
through the interchange; add lanes to on-ramps/off-ramps
• Traffic Flow: Change northbound diamond ramps to hook
ramps to connect to Grape Street
3
Interstate 15
RAILROAD CANYON
I-1$ RAILROAD CANYON ROAD INTERCHANGE
4
Interstate 15
RAILROAD CANYON
Public Outreach
• Cities, county, Caltrans, first responders, tribes,
businesses, residents, motorists
• Changeable message signs billboards
• Construction updates
• Social media and videos
• News media
• Helpline
• Website: rctc.org/railroadcanyon
5
Interstate 15
RAILROAD CANYON
Preliminary Schedule
Award Construction
Contract
March 11, 2020
Groundbreaking
May 7, 2020
1[ Project Completion
Late 2022
6
Interstate 15
RAILROAD CANYON
Bid Results
Firm
(In orde from Low Bid to High Bid)
Bid
Am u unt
$35,725,774
Engineer's Estimate
Riverside Construction Company
$27,698,589
5kinske USA Civil West California District,. Inc.
$27,874,1000
Ortiz Enterprises, Inc.
$30,374,376
Security Paving Company, Inc
3 0 499,5 21
'te..,. e P. Rados, Inc.
$30,691,251
Beador Construction Company, Inc.
$30,944,678
Group OHL— North America
$31,363,344
Flatiron West, Inc.
$31,730,939
SEMA Construction, Inc.
31,741,926
Walsh Construction Company II, LLC
$33,307,616
Griffith Company
$34,578,0010
Accel Construction
N/A
7
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
QUESTIONS
AGENDA ITEM 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
March 11, 2020
TO:
Riverside County Transportation Commission
FROM:
David Thomas, Toll Project Manager
Michael Blomquist, Toll Program Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Award of: (1) Design -Build Contract; and (2) Amendment to Project and
Construction Management Services Agreement for the Interstate 15/State
Route 91 Express Lanes Connector Project
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Award Agreement No. 19-31-074-00 to Myers -Rados, a Joint Venture (Myers -Rados JV)
as the design -build contractor to design and construct the Interstate 15/State Route 91
Express Lanes Connector project (15/91 ELC) in the amount of $164,840,000, plus a
contingency amount of $10,487,000, for a total amount not to exceed $175,327,000;
2) Approve Agreement No. 15-31-001-07, Amendment No. 7 to Agreement
No. 15-31-001-00, with Parsons Transportation Group (Parsons) to provide project and
construction management services for the proposed 15/91 ELC in the amount of
$14,825,000, plus a contingency amount of $1,482,000, for a total amount not to
exceed $16,307,000, and extend the term to June 30, 2024;
3) Authorize the Chair or the Executive Director, pursuant to legal counsel review, to
finalize and execute the agreements on behalf of the Commission; and
4) Authorize the Executive Director or designee to approve contingency work up to the
total amounts as required for the project.
BACKGROUND INFORMATION:
In April 2017 Governor Brown signed Senate Bill 132 (SB 132), which appropriated $427 million
to the Riverside County Transportation Efficiency Corridor (RCTEC) for five projects. SB 132
allocated $180 million to the 15/91 ELC. The 15/91 ELC will provide a tolled express lanes
connector between the existing 91 Express Lanes and the future 15 Express Lanes to the north
of SR-91 (Figure 1: Vicinity Map).
SB 132 also statutorily created a task force to develop recommendations to accelerate project
delivery of the RCTEC projects. On June 27, 2017, Governor Brown signed budget trailer bill
Agenda Item 10
259
Assembly Bill 115 (AB 115) through which the Commission received additional project delivery
authority to ensure cost-effective and timely delivery of the 15/91 ELC.
At its October 2017 meeting, the Commission approved an overall procurement strategy for the
15/91 ELC to secure all the services, design and construction needed to deliver the project. The
approved strategy consisted of a series of contract amendments, as permitted by AB 115, to
existing 91 Project and 1-15 Express Lanes Project (1-15 ELP) contracts with engineering
companies, contractors, toll vendors, legal, and financial advisors.
1-15/SR-91Express Lanes Connector
Prgject Limits
Figure 1: 15J91 Express Lanes Connector Project Vicinity Map
The 15/91 ELC involves adding:
1) A single -lane tolled express lane connector from the eastbound RCTC 91 Express Lanes
to the future northbound 15 Express lanes that would extend in the median of 1-15 to
the Hidden Valley Road interchange; and
2) A single -lane tolled express lane connector from the future southbound 15 Express
Lanes that would extend from the median of 1-15 at the Hidden Valley Road
interchange and would connect to the westbound RCTC 91 Express Lanes.
In addition, operational improvements are proposed along eastbound SR-91 by extending
the eastbound RCTC 91 Express Lane to approximately 0.5 mile east of the 15/91 interchange
and widening SR-91 to accommodate extending the outside eastbound general purpose lane
from the SR-91 bridge over Arlington Channel to east of Promenade Avenue. A detailed map
of the 15/91 ELC is provided as Attachment 1.
Agenda Item 10
260
In April 2018, staff initiated negotiations with Skanska-Ames, a Joint Venture (Skanska-Ames
JV), the 1-15 ELP design -build (DB) contractor, to amend the 1-15 ELP contract to include the
15/91 ELC work. In November 2018, staff and the 1-15 ELP DB contractor were unable to
reach an agreement on a negotiated price for the 15/91 ELC. To advance the 15/91 ELC work
while the new procurement was underway, the 1-15 ELP DB contract was amended to
include specific advance engineering design and construction work to accommodate the
15/91 ELC and eliminate throw -away work. The same approach was taken with the 1-15 ELP
Toll System Provider (TSP) so that the installed 1-15 ELP tolling system and software could
accommodate the 15/91 ELC upon opening.
The Commission has also executed several amendments with existing firms working on the
1-15 ELP to provide support services during the development of the 15/91 ELC. These
services include work in the following major areas: environmental studies and approvals,
preliminary engineering, legal support, contract document preparation, procurement
assistance and construction management.
DISCUSSION:
Design -Build Procurement
Selection Process
The DB contractor for the 15/91 ELC was procured using a competitive procurement method to
obtain the best -value for the Commission. The competitive procurement method considers and
evaluates the proposal price and the proposal's technical elements.
The DB contractor was selected using a two-step procurement process, as allowed by federal
regulations and Public Contract Code 6820 (Design -Build Law). The first step consisted of
shortlisting the proposers based on a request for qualifications (RFQ). The second step
consisted of the receipt and evaluation of price and technical proposals in response to the
request for proposals (RFP). As allowed by the Design -Build Law, the recommended award is
based upon a determination using criteria established in the RFP.
The RFP included an upset limit, which identified the Commission's maximum price expectation
to the proposers. The upset limit of $142 million was initially developed by an independent
engineer's estimate for the 15/91 ELC based upon the understanding of market conditions at
the time of the estimate's development and further increased due to feedback from proposer
one-on-one meetings. Depending on the price proposals received, the selection process
utilizing the upset limit had three possible selection outcomes:
1. One proposal price under the upset limit: If only one proposer had a price less than the
upset limit, were technically compliant with all other RFP requirements and were
Agenda Item 10
261
responsive and passed all pass/fail criteria, the technical evaluations are not performed
and the award could be made to that proposer.
2. More than one proposal price is under the upset limit: If more than one proposer had a
price less than the upset limit, were technically compliant with all other RFP
requirements and were responsive and passed all pass/fail criteria, the technical
evaluations are performed on the proposals under the upset limit, and selection is made
on the basis of price and technical scoring as set forth in the RFP.
3. All proposal prices are over the upset limit: If no proposer had a price less than the
upset limit, the Commission reserved the right to waive the upset limit requirement and
award the contract to the proposer with lowest proposal price that was technically
compliant with all other RFP requirements and was responsive and passed all pass/fail
criteria.
Request for Qualifications
On February 4, 2019, staff issued a letter to the industry announcing the upcoming release of a
RFQ for the 15/91 ELC. The Commission conducted numerous meetings with interested
companies to garner their input about the 15/91 ELC prior to the release of the RFQ. On March
4, 2019, staff issued the DB RFQ No. 19-31-001-00 and received seven statements of
qualifications (SOQs) in response to the RFQ. A selection team of staff, Caltrans and the city of
Corona supported by procurement management consultants reviewed the SOQs and
performed a comprehensive evaluation. On May 6, 2019 the Commission announced the
shortlisting of the following four design -build teams:
1. Flatiron West, Inc.
2. Guy F. Atkinson Construction, LLC., dba Guy F. Atkinson
3. MCM Construction, Inc.
4. Myers -Rados, a Joint Venture
Request for Proposals
The four short-listed proposers were issued an RFP. Several one-on-one meetings were held
with each proposer to get input from the proposers relative to risk allocation, and commercial
terms. A total of four Addenda were issued responding to questions received and issues posed
by the short-listed proposers.
Two proposers submitted proposals that were reviewed and evaluated by a pass/fail and
responsiveness committee for responsiveness to the RFP requirements and satisfaction of the
pass/fail criteria set forth in the RFP. Upon determination by the technical evaluation
committee that both proposals were responsive and passed the pass/fail criteria, staff opened
and reviewed the proposers' form containing the contract upset limit indication. Staff
Agenda Item 10
262
confirmed that both proposers were above the established upset limit of $142 million.
Pursuant to the RFP, in the event that all proposers' price proposals were above the upset limit,
a scored technical evaluation would not proceed and the Commission reserved the right to
award the contract to the team that had the lowest proposal price that was technically
compliant with all other RFP requirements, was responsive, and passed all pass/fail criteria.
Both proposals were determined by the evaluation committees to be technically compliant with
all RFP requirements and responsive and passing all pass/fail criteria.
Proposal Price
The two price proposals are as follows:
Proposer
Price Proposal
Myers -Rados, a Joint Venture
$164,840,000
Flatiron West, Inc.
$187,298,643
Staff recommends award to the proposer that was technically compliant with all RFP
requirements and was responsive and passed all pass/fail criteria — Myers -Rados, a Joint
Venture.
Project and Construction Management Services
In April 2015, the Commission awarded an agreement with Parsons to provide project and
construction management services for the 1-15 ELP. Project and construction management
services for this design -build project includes procurement services, project financing support,
toll system and operations planning, engineering, design review/oversight, construction
management/oversight, agency agreement support, and other necessary services.
On July 10, 2018 the Commission approved an amendment to the Parsons agreement to add
additional project and construction management services for the 15/91 ELC. The scope of work
included support to staff in its efforts to negotiate with the 1-15 ELP DB contractor to amend the
1-15 ELP contract to include the 15/91 ELC work, as well as continuing the 1-15 ELP construction
management/oversight for the 15/91 ELC.
As noted above, an agreement with the 1-15 ELP DB contractor on a negotiated price for the
15/91 ELC was not reached, and a new procurement was initiated to hire a 15/91 ELC DB
contractor. Staff recommends an amendment to the Parsons contract, in an amount of
$14,825,000 to secure additional project and construction management resources and services
for the anticipated duration of the 15/91 ELC.
Agenda Item 10
263
Total Project Cost
The following is a breakdown of the major cost categories for the 15/91 ELC:
Project Cost Table
Cost Category
Cost
Project and Construction Management Preliminary
Engineering/Environmental
$ 2,070,000
Project and Construction Management and Legal Services for Design-
Build Procurement
9,329,000
Project and Construction Management and Legal Services for Design-
Build Phase
24,293,000
Toll Services Provider
12,308,000
Skanska-Ames JV Design -Build Amendments
25,962,000
Myers -Rados JV Design -Build Contract
164,840,000
Caltrans Oversight
7,166,000
Agency
7,831,000
Contingency
16,530,000
Total:
$ 270,329,000
The current estimated capital cost of the 15/91 ELC is $270.329 million. At its January 2019
workshop, the Commission committed to fund the remaining balance with surplus toll revenue
from the RCTC 91 Express Lanes. Based on current estimates (see Project Cost Table above),
this requires a total allocation from surplus toll revenue of $90.329 million.
STAFF RECOMMENDATION:
Staff recommends approval of Agreement No. 19-31-074-00 with Myers -Rados JV as the DB
contractor to design and construct the 15/91 ELC in the amount of $164,840,000, plus a
contingency amount of $10,487,000, for a total amount of $175,327,000. Further, staff
recommends approval of Agreement No. 15-31-001-07, Amendment No. 7 to Agreement No.
15-31-001-00, with Parsons to provide project and construction management services for the
15/91 ELC, extend the contract term to June 30, 2024, and increase the not to exceed amount
by $14,825,000, plus a contingency amount of $1,482,000, for a total amount not to exceed
$16,307,000. Staff also recommends authorization for the Chair or Executive Director, pursuant
to legal counsel review, to finalize and execute these agreements on behalf of the Commission
and authorization for the Executive Director or designee to approve contingency work up to the
total not to exceed amounts as required for the 15/91 ELC.
Agenda Item 10
264
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2019/20
Amount:
$ 10,000,000
N/A
FY 2020/21+
$181,634,000
SB 132 Funds and 91 Express Lanes
No
Source of Funds:
Surplus Toll Revenue
Budget Adjustment:
N/A
003039 81603 00000 0000
605 31
81601 $175,327,000
GL/Project Accounting No.:
003039 81601 00000 0000
605 31
81601 $16,307,000
Fiscal Procedures Approved:
\JolAkorif
Date:
02/13/2020
Attachments:
1) Detailed Vicinity Map for the 15/91 Express Lanes Connector
2) Draft Contract No. 19-31-074-00 between the Commission and Myers -Rados, a Joint
Venture (Posted on Commission Website)
3) Draft Agreement No. 15-31-001-07, Amendment No. 7 between the Commission and
Parsons Transportation Group
Approved by the Western Riverside County Programs and Projects Committee on
February 24, 2020
In Favor: 10 Abstain: 0 No: 1
Agenda Item 10
265
=15 R =91 EXPRESS LAN
266
ATTACHMENT 1
S CONNECTOR
EXPRESS LANES CONNECTOR PROJECT
CCO6/CCO10
PROPOSED RE -STRIPING
COUNTY LINE
SR-91 CIP APE
VTMS VARIABLE TOLL MESSAGE SIGN
Sensitive
ATTACHMENT 2
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
REQUEST FOR PROPOSALS (RFP No. 19-31-074-00)
TO DESIGN AND BUILD THE
I-15/SR-91 EXPRESS LANES CONNECTOR (ELC)
THROUGH A
DESIGN -BUILD CONTRACT
VOLUME II: CONTRACT
DRAFT EXECUTION COPY: February 12, 2020
EXECUTED: [INSERT DATE]
tite
MN MINE
Riverside County Transportation Commission
4080 Lemon Street, 3' Floor
Riverside, CA 92501
www.rctc.org
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TABLE OF CONTENTS
Design -Build Contract
Page
SECTION 1 CONTRACT COMPONENTS; INTERPRETATION OF CONTRACT 3
1.1 Certain Definitions 3
1.2. Order of Precedence 3
1.3. Reference Documents 4
1.4. No Liability Arising From RCTC Actions 5
1.5. Integration of Department Standard Specifications into Contract 6
1.6. Interpretation of Contract 6
1.7. Project Standards and Specifications 8
1.8. Standard for Approvals 8
1,9, Incorporation of ATCs 8
1,10, Federal Requirements 9
SECTION 2 REPRESENTATIONS, WARRANTIES AND COVENANTS 10
2.1. DB Contractor Representations, Warranties and Covenants 10
2,2, RCTC Representations, Warranties and Covenants 13
SECTION 3 OBLIGATIONS OF DB CONTRACTOR; DESIGN REQUIREMENTS 14
3.1 Project Management Plan 14
3.2. Deviations 15
3.3. Performance as Directed 16
3.4. General Obligations of DB Contractor 16
3.5. Coordination and Cooperation 17
SECTION 4 INFORMATION SUPPLIED TO DB CONTRACTOR; SUBMITTALS,
DESIGN REQUIREMENTS AND DISCLAIMER; ROLES OF PCM, DEPARTMENT,
FHWA 19
4,1, Submittals 19
4.2. Responsibility for Design 22
4.3. Design Professional Licensing Requirements 24
4.4. Role of PCM 25
4.5. Role of Department and FHWA 25
4.6. Role of OCTA 26
4.7. Role of Other Local Agencies 26
4.8. Toll Services Provider 26
4,9. ELP DB Contractor 26
4,10, 91 Express Lanes Operator 26
SECTION 5 NOTICES TO PROCEED 27
5.1. NTP1 27
5,2, NTP2 27
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SECTION 6 TIME WITHIN WHICH PROJECT SHALL BE COMPLETED, PROJECT
SCHEDULE AND PROGRESS 29
6.1. Time of Essence 29
6.2. Scheduling of Design, Construction and Payment 29
6.3. Conditions to Design Work Review and Payment 30
6.4. Conditions to Commencement of Construction 31
6.5. Recovery Schedule 33
SECTION 7 CONTROL OF WORK 34
7.1. Control of Work 34
7.2, Safety 34
7.3. Oversight, Inspection and Testing 34
7.4. Obligation to Uncover Finished Work 35
SECTION 8 ACCESS TO SITE; UTILITIES; ENVIRONMENTAL MITIGATION;
HAZARDOUS MATERIALS; APPROVALS; COOPERATION WITH LOCAL
AGENCIES 38
8.1. Access to Site 38
8.2. Access to Temescal Wash 44
8.3. Utility Relocations 45
8,4, Accuracy of RCTC-Supplied Information Concerning Existing Utilities 48
8,5, Utility Enhancements 50
8.6. Failure of Utility Owners to Cooperate 52
8.7. Avoiding Relocations and Minimizing RCTC Costs 53
8.8. Process to Follow Upon Discovery of Certain Site Conditions 54
8,9, Hazardous Materials Management 55
8.10, Environmental Compliance, Mitigation, and Approval Requirements 58
8.11, Approvals 59
8.12. Cooperation with Local Agencies 61
SECTION 9 SUBCONTRACTORS AND LABOR 63
9.1. Subcontracts 63
9.2. Equal Employment Opportunity 67
9.3. Labor Code Requirements 68
9,4. Prevailing Wages 69
9.5, Key Personnel; Qualifications of Employees 69
9.6. Key Personnel Liquidated Damages 70
SECTION 10 PERFORMANCE AND PAYMENT BONDS; GUARANTY 72
10.1. Provision of Bonds 72
10.2. No Relief of Liability 74
1 0.3. Guaranty 74
SECTION 11 INSURANCE 75
11.1. General Insurance Provisions 75
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SECTION 12 SITE SECURITY; MAINTENANCE AND REPAIR; TITLE 81
12.1, Site Security 81
12.2, Obligation to Maintain and Repair 81
12.3, Title 83
SECTION 13 WARRANTIES AND NONCONFORMANCES DURING THE WARRANTY
PERIOD 84
13.1. DB Contractor Warranties 84
13.2. Subcontractor Warranties 85
13,3, No Limitation of Liability 86
13.4. Damages for Breach of Warranty and Other Rights at Law / Equity 86
SECTION 14 PAYMENT FOR SERVICES 87
14,1, Contract Price 87
14.2. Invoicing and Payment 88
14.3. Deductions, Exclusions and Limitations on Payment 91
14.4. Final Payment 96
14.5. Payment for Subsequent Claims 98
14.6. Payments Not Acceptance of Work 98
14.7. Payment to Subcontractors 98
14,8, Payment of "Claims" under Public Contract Code section 9204 99
14.9, Disputes 99
SECTION 15 GENERAL PROVISIONS APPLYING TO CHANGES IN THE WORK 100
15,1, Mitigation 100
15,2, Deductions/Reductions for Relevant Events 100
15.3. Sole Entitlement 100
15.4. Notifications; Delay in Notification 101
SECTION 16 CHANGES IN THE WORK 103
16.1. Change Order and Directive Letters 103
16.2. Right of RCTC to Issue Change Orders and Directive Letters 103
16.3, Issuance of Directive Letter 103
16.4, RCTC-Directed Change Orders 104
16.5, DB Contractor -Initiated Change Orders for Eligible Change 106
16.6. Change Order Entitlement for Delay Events 108
16.7. Change Order Entitlement for Compensable Events 109
16,8, Change Order Entitlement for Force Majeure Events 110
16.9, Change Order Pricing 110
16.10. Time and Materials Change Orders 111
16.11. Basic Configuration Changes 113
16.12. Main or Trunkline Utilities 113
16.13. Differing Site Conditions 115
16.14. Changes in Project Standards 115
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16.15. Hazardous Materials Management 116
16.16. Pavement Adjustment 117
16.17. Errors in As -Built Reference Document Information 118
16.18. Change Order Records 118
16.19. Daily Work Reports and Data Collection 119
16.20. Supplier's Invoices 119
16.21. Execution of Reports 119
16.22. Disputes 120
16.23. Work Performed Without Direction or Authority 120
16.24. Changes Not Requiring Change Order 120
16.25. No Release or Waiver; Course of Dealings 120
SECTION 17 VALUE ENGINEERING 122
17.1. General 122
17,2, Value Engineering Recommendation 122
17.3. Information to be Provided 122
17,4, Review by RCTC 123
17.5. Approval of VECPs 123
17.6. Contract Price Adjustment 124
17.7. Use of VECPs by RCTC 125
17,8, Public Records Act Exclusion 125
SECTION 18 SUSPENSION 126
18,1, Suspensions for Convenience 126
18,2, Suspensions for Cause 126
18.3. Department Suspensions 127
18.4. Responsibilities of DB Contractor during Suspension Periods 127
SECTION 19 TERMINATION FOR CONVENIENCE 128
19.1. Notice of Termination for Convenience 128
19.2. Transition Plan 128
19.3, DB Contractor's Responsibilities after Receipt of Notice of Termination 128
19.4, Acceptance 130
19.5. Payment for Termination for Convenience 130
19.6. Settlement Proposal 131
19.7. Amount of Negotiated Termination Settlement 132
19,8, No Agreement as to Amount of Termination Settlement for Work 132
19,9, Conditions to Payment; Reduction in Amount of Claim 132
19.10. Payment upon Termination 133
19.11. Termination Based on Delay in or Failure to Issue NTP1 133
19.12. Termination Based on Delay in or Failure to Issue NTP2 133
19.13. No Waiver; Release 133
19.14. Dispute Resolution 134
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19.15. Allowability of Costs 134
SECTION 20 DEFAULT 135
20.1. Default of DB Contractor 135
20.2. Remedies 137
20.3. Right to Stop Work for Failure by RCTC to Make Undisputed Payment 140
20.4. Event of Default Due Solely to DB Contractor's Failure to Achieve Completion
Deadlines 140
SECTION 21 LIQUIDATED DAMAGES 141
21.1 Liquidated Damages for Delay in Completion 141
21.2. Lane Closure Charges for Lane Closures on General Purpose Lanes, 91
Express Lanes and 15 Express Lanes 141
21.3. Liquidated Damages for Failure to Comply with Requests for Lane Closures
of General Purpose Lanes 143
21.4. Liquidated Damages for DB Contractor's Failure to Timely Cancel BNSF
Flagging Services 143
21.5. Liquidated Damages for Unavailability of Key Personnel 143
21.6. Pavement Adjustments; Liquidated Damages for Net Negative Pavement
Adjustments 143
21.7. Acknowledgements Regarding Liquidated Damages, Lane Closure Charges
and Flagging Charges 144
21.8. Payment; Offset; Reduction; Waiver; Non -Exclusive Remedy 145
21.9. Liquidated Damages for Failure to Comply with Time Limitation for SR-91
Eastbound Lane Closure 145
SECTION 22 LIMITATION OF DB CONTRACTOR'S LIABILITY 147
22.1. Limitation of Liability 147
22.2. Consequential Damages 147
SECTION 23 INDEMNIFICATION 149
23.1. Indemnifications by DB Contractor 149
23.2. Defense and Indemnification Procedures 151
23.3. Responsibility of RCTC for Certain Hazardous Materials 154
23.4. No Effect on Other Rights 154
23.5. CERCLA Agreement 154
23.6. Notification of Third Party Claim 154
SECTION 24 PARTNERING AND DISPUTE RESOLUTION 155
24.1. Partnering; Informal Process and mediation for Resolution of Claims 155
24.2. Commencement of Dispute Resolution Process 156
24.3. Disputes Review Board 159
24.4. Resolution of Disputes Exceeding $375,000 by Disputes Review Board 162
24.5. Resolution of Disputes Exceeding $375,000 by Judicial Reference 163
24.6. Resolution of Disputes Involving $375,000 or Less by Arbitration 165
24.7. Cooperation 165
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24.8. Costs 165
24,9, Provisional Remedies 166
24.10. Continuing Performance 166
24.11. Participation in Proceedings; Joinder 166
24.12. Effect on Surety and Guarantor 166
24.13. Emergency Dispute Resolution 166
24.14. Time Limitation 167
24.15. Timely Payment of Undisputed Amounts of any Claim 167
SECTION 25 ACCEPTANCE 168
25,1, Coordination of Work with ELP DB Contractor 168
25.2, Coordination of work with Pavement Rehabilitation Project 169
25.3. Coordination of Work with TSP 170
25.4. Notification of Substantial Completion 171
25.5. Punch List 172
25,6, Project Completion 172
25.7, Final Acceptance 173
25.8. Opening Sections of Project to Traffic 174
25.9. Expiration of Plant Establishment Period 175
SECTION 26 DOCUMENTS AND RECORDS 176
26.1. Escrowed Proposal Documents 176
26.2. Review of EPDs 176
26.3. Proprietary Information 177
26.4, Format and Contents of EPDs 177
26.5. Subcontractor Pricing Documents 178
26.6. Financial Reporting Requirements 178
26.7. Maintenance of, Access to and Audit of Records 180
26,8, Public Records Act 182
26.9, Ownership of Documents 183
26.10. Intellectual Property 183
SECTION 27 MISCELLANEOUS PROVISIONS 186
27.1. Amendments 186
27.2, Waiver 186
27.3. Independent Contractor 186
27.4. Successors and Assigns 187
27.5, Designation of Representatives; Cooperation with Representatives 188
27.6, Gratuities and Conflicts of Interest 188
27.7, Survival 189
27.8. Limitation on Third Party Beneficiaries 189
27,9. Tort Liability, Personal Liability of RCTC Employees 189
27.10. Governing Law; Venue 190
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27.11. Notices and Communications 190
27.12. Taxes 192
27,13, Further Assurances 192
27.14. Severability 192
27.15. Headings 192
27.16. Entire Agreement 192
27.17. Counterparts 192
27.18. Costs 192
SECTION 28 SIGNATURE WARRANTY 194
28.1. Signature Warranty 194
ADDENDUM 196
EXHIBIT 1 ABBREVIATIONS AND DEFINITIONS 1
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LIST OF EXHIBITS
Exhibit 1 Abbreviations and Definitions
Exhibit 2 Contract Particulars
Exhibit 3 Modified Standard Specifications
(Replacing Sections 1 through 9 of Department's Standard Specifications)
Exhibit 4 Preliminary Baseline Schedule
Exhibit 5 Reserved
Exhibit 6 Listed Subcontractors
Exhibit 7 Subcontractor Identification Form
Exhibit 8 Bonds
8-A Form of Performance Bond
8-B Form of Payment Bond
8-C Form of Warranty Bond
Exhibit 9 Invoice and Invoice Certificate
9-A Invoice
9-B Invoice Certificate
Exhibit 10 NTP1 and NTP2 Payment Schedules
10-A NTP1 Payment Schedule
10-B NTP2 Payment Schedule
Exhibit 11 Disputes Review Board Agreement
Exhibit 12 Insurance Policy Requirements
Exhibit 13 Proposal Commitments and ATCs
13-A DB Contractor's Proposal Commitments
13-B ATCs
Exhibit 14 Federal Requirements
Exhibit 15 Form of Guaranty
Exhibit 16 Labor Code Requirements
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Exhibit 17 OCTA-Related Work
Exhibit 18 Form of DB Contractor Request for Change Order
Exhibit 19 GP Lane Closure Charges
Exhibit 20 15 EL Closure Charges
Exhibit 21 91 EL Closure Charges
Exhibit 22 ELC Lane Closure Charges
Exhibit 23 Public Contract Code Section 9204
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DESIGN -BUILD CONTRACT
I-15/SR-91 EXPRESS LANES CONNECTOR (ELC)
RECITALS
This Design -Build Contract ("Contract") is entered into between the Riverside County
Transportation Commission, a public entity of the State of California ("RCTC"), and Myers -Rados,
A Joint Venture ("DB Contractor"). This Contract is effective as of the date of its execution by
both Parties (the "Effective Date"), with reference to the definitions contained in Exhibit 1
(Abbreviations and Definitions) and the following facts:
A. RCTC, in cooperation with Department, wishes to (1) develop a new south to
west/east to north Express Lanes connector between 15 Express Lanes and 91 Express Lanes,
(2) widen eastbound SR-91 to accommodate extension of the General Purpose Lane #4 from the
SR-91 bridge over Arlington Channel to "A" Line Station 435+25 east of South Promenade Avenue
bridge, and (3) extend the SR-91 eastbound Express Lane to approximately %-mile east of the
I-15/SR-91 interchange, including ancillary improvements along the 15 Express Lanes and 91
Express Lanes, otherwise known as the 15/91 Express Lanes Connector Project (the "Project").
B. Under this Contract, DB Contractor shall design and build the civil infrastructure for
the Project.
C. The Project is authorized pursuant to Public Contract Code section 6820 et seq.,
which authorizes regional transportation agencies, in cooperation with Department, to award design -
build contracts for highway, bridge, or tunnel projects under the Transportation Design -Build
Program. Contracts authorized under this program are awarded on the basis of the lowest
responsible bid or best value, as determined by the regional transportation agency.
D. The Project is authorized in accordance with RCTC's authority to use state-owned
ROW granted by the State of California, acting by and through Department, under a Cooperative
Agreement (District Agreement No. 08-1526), dated May 31, 2016 (as amended, the "Department
Cooperative Agreement") and a Toll Facilities Agreement (RCTC Agreement No 17-31-002-00).
RCTC also entered into a Reimbursement Agreement with OCTA (RCTC Agreement No 19-31-
067000), dated August 7, 2019 (as amended, the "OCTA Agreement").
E. On July 10, 2019, RCTC's Commission authorized RCTC staff to issue a Request for
Proposals (as subsequently amended by addenda, the "RFP") to four shortlisted proposers to design
and build the Project, select and negotiate this Contract with the apparent best value proposer, and
make a recommendation to RCTC's Commission to award this Contract.
F. On July 10, 2019, RCTC issued the RFP to the short-listed proposers. On November
22, 2019, RCTC received two Proposals in response to the RFP.
G. An RFP evaluation committee determined that DB Contractor was the proposer
which best met the selection criteria contained in the RFP and that the Proposal was the one which
provided the best value to RCTC.
H. On (NTD: Update once complete] [March 11], 2020, RCTC's Commission accepted
the recommendation of the Executive Director of RCTC and the RFP evaluation committee to award
this Contract to DB Contractor.
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The Parties intend for this Contract to be a lump sum design -build contract obligating
DB Contractor to perform all Work necessary to achieve the Completion Milestones by the
Completion Deadlines, and for the Contract Price, subject only to certain specified limited exceptions.
DB Contractor has agreed in this Contract to assume such responsibilities and risks and has
reflected the assumption of such responsibilities and risks in the Contract Price.
J. Following completion and acceptance of the Project by RCTC and Department, the
Project will become part of the state highway system and Department will own all real property
located within the ROW, subject to the rights of RCTC to operate and maintain the Toll Facilities for
a period of 50 years after the ELP Revenue Service Commencement Date.
NOW, THEREFORE, in consideration of the sums to be paid to DB Contractor by RCTC, the
foregoing premises and the covenants and agreements in this Contract, the Parties agree as
follows:
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SECTION 1
CONTRACT COMPONENTS;
INTERPRETATION OF CONTRACT
1.1. Certain Definitions
Unless the context otherwise requires, capitalized terms, terms used in the Department Standard
Specifications, and abbreviations used in this Contract have the meanings given in Exhibit 1
(Abbreviations and Definitions).
1.2. Order of Precedence
1.2.1. Subject to Sections 1.2.2 through 1.2.5, in the event of any irreconcilable
conflict, ambiguity or inconsistency between or among any of the provisions of this Contract, the
following order of precedence, from highest to lowest, applies:
(a) For design and other non -construction Work:
(i)
Change Orders and Contract amendments;
(ii) Section 1 through Section 27, including all Exhibits, Schedules,
and attachments to this Contract (excluding the Modified Standard Specifications (Exhibit 3) and
Proposal Commitments (Exhibit 13-A));
(iii) Technical Provisions (excluding TP Attachments);
(iv) All TP Attachments (excluding the Project Standards);
(v) The Modified Standard Specifications (Exhibit 3);
(vi) Project Standards; and
(vii) Proposal Commitments (Exhibit 13-A).
(b) Without limiting Section 1.2.2, for construction -related Work, the same
order of precedence shall apply, except that the Final Design Documents shall also be considered
part of this Contract and shall be included as a new Section 1.2.1(a)(viii) in the order of
precedence subject to the following:
(i)
Specifications have precedence over plans; and
(ii) Any other Deviations contained in the Final Design Documents
take priority over conflicting requirements of other parts of this Contract.
1.2.2. Except as set out in Sections 1.5.2 and 1.10, any provisions of this Contract
that establish a higher standard, quality, quantum or method of performance shall take
precedence over provisions establishing a lower standard, quality, quantum or method of
performance regardless of the order of precedence set out in Section 1.2.1(a), as determined by
RCTC in its sole discretion.
1.2.3. Except as otherwise expressly provided in this Contract, where this Contract
cites any Reference Document to define requirements of this Contract, the cited portion of the
applicable Reference Document shall (a) be deemed incorporated into this Contract to the extent
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it is so cited, and (b) have the same order of priority as the part of this Contract where the citation
is made.
1.2.4. Notwithstanding the order of precedence set out in Section 1.2.1(a), to the
extent that any Proposal Commitment expressly specifies that it supersedes specific provisions
of this Contract, that Proposal Commitment shall take precedence over the applicable Contract
provisions. Incorporation into this Contract of any part of the Proposal (including the Proposal
Commitments) shall not (a) limit, modify, or alter RCTC's right to review and approve any
Submittal included in the Proposal, or submitted to RCTC after the Proposal (including any Project
Schedule), or (b) be deemed as acceptance or approval of any part of the Proposal by RCTC.
1.2.5. DB Contractor shall not take advantage of or benefit from any apparent or
actual Error, conflict or ambiguity in this Contract. If DB Contractor becomes aware that any
matters with respect to the Work are not sufficiently detailed, described or explained in this
Contract, or if DB Contractor becomes aware of any Error or any conflict or ambiguity between or
among the documents forming this Contract, DB Contractor shall promptly provide Notice to
RCTC, including the item DB Contractor considers should apply based on the applicable rules in
this Section 1.2. If (a) the Error, conflict or ambiguity cannot be reconciled by applying the
applicable rules in this Contract or (b) the Parties disagree about (i) which rule applies and/or (ii)
the results of the application of such applicable rule(s), then RCTC will determine, in its good faith
discretion, which of the conflicting items is to apply and provide Notice to DB Contractor before
DB Contractor proceeds with the applicable aspect of the Work.
1.3. Reference Documents
1.3.1. Subject to Section 1.2.3 and DB Contractor's rights under Section 16,
DB Contractor acknowledges and agrees that:
(a) The Reference Documents are provided without any representation or
warranty by or recourse to RCTC, all of which representations and warranties are disclaimed in
their entirety;
(b) DB Contractor may not rely on the Reference Documents (including
any information, reports or studies about site conditions, geotechnical conditions, Utilities or
structures and bridge design (including the Project Schematics), and any interpretations,
extrapolations, analyses and recommendations contained in such documents) as presenting a
feasible, complete, accurate, viable or desirable technical, design, engineering, construction,
system, deployment, integration, operations or maintenance solution or other direction, means or
methods for complying with the requirements of this Contract;
(c) The Reference Documents may include interpretations, extrapolations,
analyses and recommendations about data, design solutions, technical issues and solutions and
construction means and methods, and such interpretations, extrapolations, analyses and
recommendations are (i) preliminary in nature and, in many cases, obsolete, (ii) not intended to
express the views or preferences of RCTC or any other Governmental Entity, or represent any
statement of approval or acceptance thereof by RCTC or any other Governmental Entity, and (iii)
not intended to form the basis of DB Contractor's design solutions, technical solutions, or
construction means and methods;
(d) Neither RCTC nor Department are liable for any Losses suffered by any
DB-Related Entity in connection with the Reference Documents, including any DB-Related
Entity's reliance on the Reference Documents;
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(e) To the extent any DB-Related Entity or anyone on any DB-Related
Entity's behalf uses the Reference Documents in any way, such use is made on the basis that
DB Contractor, not RCTC, has approved, and is liable for, the use of the Reference Documents;
(f) DB Contractor is capable of conducting and obligated under this
Contract to conduct any and all studies, analyses and investigations as it deems advisable to
verify or supplement the Reference Documents; and
(g) Use of the Reference Documents is entirely at DB Contractor's own risk
and at its own discretion.
1.4. No Liability Arising From RCTC Actions
1.4.1. DB Contractor acknowledges and agrees that RCTC's and Department's rights
under this Contract to review, comment on, approve, disapprove, monitor, inspect, test, accept,
or carry out any other act of RCTC or Department in connection with any Submittal, the Project,
or the Work exist solely for the benefit and protection of RCTC or Department (as applicable).
1.4.2. Except as expressly set out in this Contract, RCTC and Department owe no
duty of care to DB Contractor to:
(a) Review, comment on, approve, disapprove, monitor, inspect, test,
accept or carry out any other act or omission of RCTC in connection with any Submittal, the
Project or the Work; or
(b) Inspect or review the Work for Nonconformances.
1.4.3. Failure of RCTC or Department to review, comment on, approve, disapprove,
monitor, inspect, test, accept or carry out any other act or omission of RCTC or Department in
connection with any Submittal or the Project, or to inspect or review the Work shall not:
(a) Relieve DB Contractor from, or alter or affect, its liabilities, obligations
or responsibilities, whether under this Contract or otherwise at law, including obligations to
perform the Work in accordance with the Contract, or any of its General Warranty or indemnity
obligations;
(b) Prejudice RCTC's or Department's rights against DB Contractor,
whether under this Contract or Governmental Rules;
(c) Be deemed or construed as any kind of representation or warranty,
express or implied, by RCTC or Department, or be relied upon by DB Contractor in determining
whether DB Contractor has satisfied the requirements of this Contract;
(d) Be asserted against RCTC or Department by DB Contractor as a
defense, legal or equitable, to DB Contractor's obligation to satisfy the requirements of this
Contract; or
(e) Preclude or estop RCTC from asserting or showing that the Work or
materials do not comply with this Contract or recovering from DB Contractor and its Guarantors
or Surety(ies) such damages as RCTC may sustain in connection with DB Contractor's failure to
comply or to have complied with this Contract.
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1.4.4. Notwithstanding the provisions of Sections 1.4.1 through 1.4.3, DB Contractor
may rely on Notices that RCTC gives under this Contract for purposes of confirming RCTC's
approval or consent to an event or matter, but without prejudice to any of RCTC's other rights and
remedies under the Contract.
1.4.5. RCTC shall use reasonable endeavours to notify DB Contractor if RCTC or
Department intend not to review, comment on, approve, disapprove, monitor, inspect, test, accept
or carry out any other act or omission of RCTC or Department in connection with any Submittal,
the Project or the Work.
1.5. Integration of Department Standard Specifications into Contract
1.5.1. The Parties acknowledge and agree that the Department Standard
Specifications dated 2018, published by Department, incorporated by reference into the Technical
Provisions, with the exception of Sections 1 through 9 of the Department Standard Specifications
which are replaced with the Modified Standard Specifications in Exhibit 3, subject to certain
additional modifications as specified in TP Section 1.4 and otherwise in this Contract. The term
"Department Standard Specifications" as used in this Contract shall refer to the Standard
Specifications, as so modified, and include the Modified Standard Specifications contained in
Exhibit 3. The Technical Provisions also require compliance with other Department Documents.
1.5.2. If any question arises regarding whether any provision of the Department
Documents is applicable to this Contract or how to apply such provision, RCTC's interpretation
regarding such matter shall control, subject to Department concurrence.
1.6. Interpretation of Contract
1.6.1. Unless the context otherwise requires, in this Contract:
(a) Words in the singular number include the plural number and vice versa;
(b) A reference to a Section is a reference to the Section in the body of the
Contract, Exhibit, Schedule or Attachment in which the reference appears;
(c) Words denoting any gender include all genders;
(d) The terms "hereby," "hereof," "herein," "under this Contract" and any
similar terms refer to this Contract;
(e) References to days are references to calendar days, provided that if
the date to perform falls on a non -Business Day, such act or notice may be timely performed on
the next Business Day. Notwithstanding the foregoing, requirements contained in this Contract
relating to actions to be taken in the event of an emergency and other requirements for which it
is clear that performance is intended to occur on a non -Business Day, shall be performed as
specified, even though the date in question may fall on a non -Business Day;
(f) A reference to time is a reference to Pacific Time;
(g) The words "include", "includes" and including" will be read as if followed
by the words "without limitation";
(h) The meaning of "or" will be that of the inclusive "or", that is meaning
one, some, or all of a number of possibilities;
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(I) A reference to any legislation (including any orders, regulations, by-
laws, ordinances, orders, codes of practice or instruments made under the relevant legislation) or
a provision within it includes any legislation or provision which amends, extends, consolidates or
replaces such legislation or provision;
(j) References to Codes are to the codified laws of the State;
(k) A reference to any Governmental Entity includes a reference to any
successor to such Governmental Entity or any organization or entity or organizations or entities
which has or have taken over the functions or responsibilities of such Governmental Entity;
(I) A reference to any Person includes each of their legal representatives,
trustees, executors, administrators, successors and permitted substitutes and assigns, including
any Person taking part by way of novation;
(m) A reference to a right includes any benefit, remedy, discretion, authority
or power associated with such right;
(n) A reference to an agreement, document, standard, principle or other
instrument includes a reference to that agreement, document, standard, principle or instrument
as amended, supplemented, substituted, novated or assigned;
(o) A reference to "$" is to United States Dollars;
(p) On plans, working drawings, and standard plans, calculated
dimensions take precedence over scaled dimensions;
(q) The use of the word "remedy" or any form of it in this Contract means
that the event to be remedied must be cured or its effects overcome;
(r) In the event of any irreconcilable conflict, ambiguity, inconsistency or
dispute regarding the interpretation of this Contract, it shall not be interpreted or construed against
the Person which prepared it and, instead, other rules of interpretation and construction shall
apply;
(s) Subject to Section 1.8 or as otherwise expressly provided in this
Contract, the term "may", when used in the context of a power or right exercisable by RCTC or
RCTC's Representative, means that RCTC or RCTC's Representative can exercise that right or
power in its sole and unfettered discretion and RCTC or RCTC's Representative has no obligation
to DB Contractor to do so;
(t) If this Contract requires calculation of an amount payable to a Party,
there must be no double counting in calculating that amount such that the Party would receive
more than the amount owed or payable; and
(u) RCTC's interim or final answers to the questions posed during the
Proposal process for this Contract do not form part of this Contract and are not relevant in
interpreting this Contract, except to the extent RCTC believes the Contract is ambiguous, in which
case such interim or final answers may be used to clarify such ambiguous provisions.
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1.7. Project Standards and Specifications
1.7.1. Except as otherwise specified in this Contract or directed by RCTC, material
and workmanship specified by the number, symbol or title of any standard established by
reference to a described manual or publication affecting any portion of the Work shall comply with
the latest edition or revision thereof and amendments and supplements as at the Project
Standards Setting Date.
1.7.2. In interpreting Project Standards, the following apply:
(a) References to the project owner shall mean RCTC;
(b) References to an "engineer" or "Engineer" in which the engineer or
Engineer determines compliance with the Project Standard(s) may mean DB Contractor's Quality
Manager or similar representative or it may mean an RCTC or Department representative,
depending on the context, as determined by RCTC, in its good faith discretion;
(c) References to "plan(s)" shall mean the Final Design Documents; and
(d) Cross-references to measurement and payment provisions contained
in the Project Standards shall be deemed to refer to the measurement and payment provisions in
this Contract.
1.8. Standard for Approvals
In all cases where approvals or consents are required to be provided by RCTC or DB Contractor
under the Contract, such approvals or consents shall not be withheld unreasonably except in
cases where a different standard (such as sole discretion or good faith discretion) is specified or,
pursuant to Section 1.6.1(s) (with respect to "may" and sole discretion), deemed to specify a
different standard. In cases where RCTC's sole discretion is specified, the decision shall not be
subject to dispute resolution or other legal challenge under the Contract.
1.9. Incorporation of ATCs
1.9.1. Subject to Section 8.11.3(b)(ii), Section 1.9.5 and as otherwise expressly
provided in this Contract, if any ATC requires additional Governmental Approvals, analysis,
assessment, approvals, permits or findings prior to implementation, Section 8.11.3(b) shall apply
to such Governmental Approvals, analysis, assessment, approvals, permits or findings (as if each
were a Governmental Approval).
1.9.2. DB Contractor shall satisfy all conditions in Exhibit 13-B (ATCs) prior
implementing the ATC.
1.9.3. If DB Contractor does not obtain the Governmental Approvals as contemplated
by Section 1.9.1 or is unable to comply with Section 1.9.2, or fails in any other way to implement
the ATC:
(a) DB Contractor shall promptly provide Notice of such event to RCTC's
Representative;
(b) This Contract is deemed to be amended to delete the relevant
amendments set out in Exhibit 13-B (ATCs) with respect to the applicable ATC;
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(c) DB Contractor shall comply with the corresponding baseline
requirements specified in this Contract (unmodified by the ATC) and shall not be entitled to any
increase in the Contract Price, extension of the Completion Deadlines or any other Change Order;
1.9.4. DB Contractor may incorporate ATCs contained in proposals submitted by
unsuccessful proposers with RCTC's prior consent and such ATCs may be incorporated through
the RCTC-Directed Change Notice process under Section 16.4 of this Contract.
1.9,5. RCTC will act as the liaison for additional RCTC-Provided Approvals required
as a result of any ATC and the direct costs of labor in the direct employ of RCTC shall be RCTC's
expense.
1.10. Federal Requirements
The Work is subject to certain federal statutes, rules and regulations, including the requirements
in Exhibit 14 (Federal Requirements). DB Contractor shall comply and require its Subcontractors
to comply with all applicable federal requirements, including those requirements in Exhibit 14. In
the event of any conflict, ambiguity or inconsistency between any applicable federal requirements
and the other requirements of this Contract, the federal requirements shall prevail.
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SECTION 2
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1. DB Contractor Representations, Warranties and Covenants
DB Contractor represents, warrants and covenants that:
2.1.1. DB Contractor is a joint venture, duly organized and validly existing under the
laws of the State of California, with all requisite power to own its properties and assets and carry
on its business as now conducted or proposed to be conducted.
2.1.2. DB Contractor is composed of Myers & Sons Construction, LLC and Steven P.
Rados, Inc.. DB Contractor and each member of DB Contractor is duly qualified to do business,
and is in good standing, in the State, and shall remain in good standing throughout the term of
this Contract and for as long thereafter as any obligations remain outstanding under this Contract.
2.1.3. As of the Effective Date, DB Contractor has full power, right and authority to
execute and deliver this Contract, and to perform all of DB Contractor's obligations provided for
under this Contract.
2.1.4. Each person executing this Contract on behalf of DB Contractor has been duly
authorized to execute and deliver this Contract on behalf of DB Contractor.
2.1.5. This Contract to which DB Contractor is (or will be) a Party has been (or will
be) duly executed and delivered by DB Contractor.
2.1.6. DB Contractor has evaluated the Planned ROW Limits and other constraints
affecting design and construction of the Project and has reasonable grounds to believe, and does
believe, that the Project can be designed and built within such constraints.
2.1.7. DB Contractor has evaluated the feasibility of performing the Work so as to
achieve the Completion Milestones by the Completion Deadlines and for the Contract Price,
accounting for constraints affecting the Project, and has reasonable grounds to believe and does
believe such performance is feasible and practicable.
2.1.8. DB Contractor has, prior to submitting the Proposal and in accordance with
Good Industry Practice, reviewed this Contract and the Reference Documents and has brought
to RCTC's attention any Errors, conflicts and ambiguities in the Contract and the Reference
Documents.
2.1.9. As of the Effective Date, DB Contractor conducted a Reasonable Investigation
of the Site, and DB Contractor is familiar with and has satisfied itself as to the character of the
Site, including quality and quantity of surface and subsurface materials or obstacles to be
encountered at the Site (including the presence of Utilities, Hazardous Materials, Contaminated
Groundwater, archaeological, paleontological, biological, cultural, and other protected resources,
and threatened or endangered species affecting the Site or surrounding locations) insofar as this
information was reasonably ascertainable through DB Contractor's Reasonable Investigation and
that such Reasonable Investigation constituted the basis for establishing its Contract Price.
2.1.10. Failure by DB Contractor to acquaint itself with the available Site information
will not relieve DB Contractor from responsibility for the difficulty or cost of successfully performing
the Work. DB Contractor further acknowledges and agrees that changes in conditions at the Site
may occur after the Effective Date, and that DB Contractor's entitlement to any Change Order in
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connection therewith shall be only as permitted under Section 16. Before commencing any Work
on a portion of the Site, DB Contractor shall verify all governing dimensions at the relevant portion
of the Site, and shall examine all adjoining work which may affect its Work. DB Contractor shall
ensure that the Design Documents and Construction Documents accurately depict all governing
and adjoining dimensions and conditions.
2.1.11. DB Contractor has familiarized itself with the requirements of all applicable
Governmental Rules and the conditions of all required Governmental Approvals prior to entering
into this Contract. Except as specifically permitted under Section 16, DB Contractor shall and
shall cause its Subcontractors to comply with all such rules and conditions without any increase
in the Contract Price or extension of any Completion Deadline on account of such compliance,
regardless of whether such compliance would require additional time for performance or
additional labor, equipment and/or materials not expressly provided for in this Contract. DB
Contractor has no reason to believe that any Governmental Approval required to be obtained by
DB Contractor will not be granted in due course in a timely fashion and thereafter remain in effect
so as to enable the Work to proceed in accordance with this Contract.
2.1.12. All Work provided by DB Contractor throughout the term of the Contract shall
be performed by or under the supervision of Persons who hold all necessary and valid licenses,
certifications, registration, permits or approvals to perform the Work in the State, by personnel
who are careful, skilled, experienced, and competent in their respective trades or professions,
who are professionally qualified to perform the Work in accordance with this Contract, and who
shall assume responsibility for the accuracy and completeness of the Design Documents,
Construction Documents, and other documents prepared or checked by them (as applicable). Any
Subcontractor that performs environmental remediation work shall, to the extent required by
Governmental Rules, have a Hazardous Substance Removal Certification from the State of
California Contractors State License Board.
2.1.13. The award of this Contract by RCTC to DB Contractor was based, in part, on
the qualifications and experience of the personnel listed in the Proposal and DB Contractor's
commitment that such individuals would be available to undertake and perform the Work and that
such individuals are available for and will fulfill the roles identified for them in the Proposal in
connection with the Work.
2.1.14. Execution, delivery and performance of this Contract have been duly
authorized by all necessary action of DB Contractor, DB Contractor's members and any
Guarantor, and will not result in breach or default under DB Contractor's organizational
documents, any indenture, loan or credit agreement, or any other material agreement or
instrument to which DB Contractor, any of DB Contractor's members, or any Guarantor is a party,
or by which their properties and assets may be bound or affected.
2.1.15. This Contract constitutes the legal, valid and binding obligation of
DB Contractor and, if applicable, each member of DB Contractor, in accordance with the terms of
this Contract, subject only to applicable bankruptcy, insolvency, and similar Governmental Rule
that affect the enforceability of the rights of creditors generally, and the general principles of
equity. The Guarantees, if any, constitute the legal, valid, and binding obligation of the
Guarantors, enforceable in accordance with the terms of the Guarantees, subject only to
applicable bankruptcy, insolvency, and similar laws that affect the enforceability of the rights of
creditors generally, and the general principles of equity.
2.1.16. There is no action, suit, proceeding, investigation, or litigation pending and
served on DB Contractor that challenges (a) DB Contractor's authority to execute, deliver or
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perform, or the validity or enforceability of, this Contract, (b) DB Contractor's assets, properties
or operations, as they relate to the Project, or (c) the authority of DB Contractor's official to
execute this Contract; and DB Contractor has disclosed to RCTC any pending and un-served or
threatened action, suit, proceeding, investigation or litigation with respect to such matters that DB
Contractor is aware of or should be aware of after reasonable inquiry and investigation.
2.1.17. DB Contractor agrees to avoid organizational conflicts of interest. For
purposes of this Contract, an organizational conflict of interest exists if, due to its other activities,
relationships, or contracts, a consultant to RCTC is unable to render impartial assistance or advice
to RCTC, or the consultant's objectivity in providing services to RCTC is or might be otherwise
impaired. For purposes of the Proposal, organizational conflicts of interest also included any
matters that resulted in DB Contractor obtaining an unfair competitive advantage in connection
with the procurement of this Contract. As of the Proposal Date, to the extent DB Contractor was
actually aware, DB Contractor provided Notice to RCTC of all organizational conflicts of interest
involving DB Contractor and DB-Related Entities. Between the Proposal Date and the Effective
Date, DB Contractor has not obtained knowledge of any additional organizational conflict of
interest, and there have been no organizational changes to DB Contractor or Subcontractors
identified in its Proposal not approved by Notice to DB Contractor.
2.1.18. DB Contractor is aware of the provisions of Labor Code section 3700 that
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 DB Contractor shall comply
with such provisions before commencing performance of the Work, and at all times during the
term of this Contract, whether by providing its own insurance or self-insurance in accordance with
the provisions of that Code.
2.1.19. In connection with this Contract, DB Contractor has not committed or caused,
and will not commit or cause, a violation of: (a) Government Code sections 1090 through 1099,
84308, or 87100 through 87105; or (b) California Code of Regulations sections 18438.1 through
18438.8.
2.1.20. DB Contractor is not presently debarred, suspended, proposed for debarment,
declared ineligible or voluntarily excluded by any federal or State department or agency.
2.1.21. DB Contractor has not, in the past three years, been convicted of or had a civil
judgment rendered against it for (a) commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (e.g., federal, state or local) transaction or
public contract, (b) violation of federal or state antitrust statutes, or (c) commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property.
2.1.22. DB Contractor is not presently indicted for or otherwise criminally or civilly
charged by a Governmental Entity with commission of any of the offenses enumerated in Section
2.1.21;
2.1.23. DB Contractor has not, in the past three years, had one or more public
transactions (federal, state or local) terminated for cause or default.
2.1.24. DB Contractor has not received any communication or notice (written or oral),
whether from a Governmental Entity, employee, citizens group or any other Person, that alleges
DB Contractor is not in full compliance with all Governmental Rules and Governmental Approvals
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in connection with the Project and, to the knowledge of DB Contractor, there are no circumstances
that may prevent or interfere with full compliance in the future.
2.1.25. DB Contractor (a) is not in violation of: (i) any applicable United States anti -
money laundering laws, including those contained in the Bank Secrecy Act and the regulations
promulgated thereunder; (ii) any applicable economic sanction laws administered by Office of
Foreign Assets Control of the United States Department of the Treasury ("OFAC") or by the United
States Department of State; or (iii) any applicable United States anti -drug trafficking, anti-
terrorism, or anti -corruption laws, civil or criminal, and (b) is not a Person: (i) that is charged with,
or has reason to believe that he, she or it is under investigation for, any violation of any such laws;
(ii) that has been convicted of any violation of, has been subject to civil penalties pursuant to, or
had any of its property seized or forfeited under any such laws; (iii) that is named on the list of
"Special Designated Nationals or Blocked Persons" maintained by OFAC (or any successor
United States government office or list), or any similar list maintained by the United States
Department of State (or any successor United States government office or list); (iv) with whom
any United States Person, any entity organized under the laws of the United States or its
constituent states or territories, or any entity, regardless of where organized, having its principal
place of business within the United States or any of its territories, is prohibited from transacting
business of the type contemplated by any applicable Governmental Rule; (v) that is owned,
controlled by, or affiliated with any Person identified in Sections 2.1.25(b)(i), 2.1.25(b)(ii),
2.1.25(b)(iii) or 2.1.25(b)(iv); or (vi) that is in violation of any obligation to maintain appropriate
internal controls as required by the governing laws of the jurisdiction of such Person as are
necessary to ensure compliance with the economic sanctions, laundering and anti -corruption laws
of the United States and the jurisdiction where the Person resides, is domiciled or has its principal
place of business.
2.2. RCTC Representations, Warranties and Covenants
RCTC represents, warrants and covenants that:
2.2.1. As of the Effective Date, RCTC has full power, right and authority to execute,
deliver and perform this Contract and to perform all of RCTC's obligations provided for under this
Contract;
2.2.2. Each person executing this Contract on behalf of RCTC has been duly
authorized to execute and deliver this Contract on behalf of RCTC; and
2.2.3. This Contract has been (or will be) duly executed and delivered by RCTC.
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SECTION 3
OBLIGATIONS OF DB CONTRACTOR; DESIGN REQUIREMENTS
3.1. Project Management Plan
3.1.1. DB Contractor is responsible for all Quality Validation and Quality Control
activities necessary to manage the Work. DB Contractor shall perform all aspects of Quality
Validation and Quality Control for the Project in accordance with the RCTC-approved Project
Management Plan, this Contract, Governmental Approvals, Governmental Rules and Good
Industry Practice.
3.1.2. DB Contractor shall prepare and submit to RCTC the Project Management
Plan and any updates to it, for RCTC's approval in its good faith discretion, in accordance with
the procedures, and within the time periods described in Section 4 and TP Section 2.1, and the
schedule in TP Attachment 2-1.
3.1.3. RCTC may propose and DB Contractor shall implement any change to the
Project Management Plan required (a) to comply with the requirements of TP Section 2.1, (b) to
comply with this Contract, Governmental Approvals, Governmental Rules, and Good Industry
Practice, or (c) to reflect a change in working practice to be implemented by DB Contractor.
3.1.4. If any part or other documentation of the Project Management Plan refers to,
relies on or incorporates any manual, plan, procedure or like document, then all such referenced
or incorporated materials shall be submitted to RCTC for approval in its good faith discretion when
the relevant part or other documentation of the Project Management Plan or change, addition or
revision to the Project Management Plan is submitted to RCTC.
3.1.5. DB Contractor shall carry out internal audits of the Project Management Plan
at the times prescribed in the Quality Management Plan and shall provide full details of such
audits to RCTC.
3.1.6. DB Contractor shall ensure that, the DQVM shall, irrespective of his or her
other responsibilities, have express authority to establish and maintain the design elements of the
Project Management Plan and report directly to RCTC on the performance of the Project
Management Plan with respect to those elements.
3.1.7. DB Contractor shall ensure that the CQVM shall, irrespective of his or her other
responsibilities, have express authority to establish and maintain the construction elements of the
Project Management Plan and report directly to RCTC on the performance of the Project
Management Plan with respect to those elements.
3.1.8. The construction quality validation laboratory shall not be owned at any time
during the term of the Contract by DB Contractor or any subsidiary or affiliate of DB Contractor or
DB Contractor's design Subcontractors unless agreed to by Notice from RCTC, in RCTC's sole
discretion.
3.1.9. DB Contractor shall not terminate any agreement with the construction quality
validation laboratory that may affect the Work, or permit or suffer any substitution or replacement
of the construction quality validation laboratory, except with RCTC's prior written approval, in its
reasonable discretion.
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3.2. Deviations
3.2.1. DB Contractor may provide Notice to RCTC seeking approval of Deviations
regarding the design or construction of the Project. Where DB Contractor requests a Deviation
as part of the submittal of a component plan of the Project Management Plan or Design
Document, DB Contractor shall specifically identify and label the proposed Deviation. RCTC may
consider Deviations requested by DB Contractor.
3.2.2. DB Contractor shall bear the burden of persuading RCTC that the Deviation
sought is consistent with Governmental Approvals, Governmental Rules and Good Industry
Practice, achieves RCTC's applicable safety standards and criteria and, but for the specific
item(s) expressly included in the Deviation, is otherwise in accordance with this Contract.
3.2.3. No Deviation shall be deemed approved or be effective unless stated in a
signed Notice by RCTC's Representative. RCTC's failure to provide Notice of a Deviation within
14 days after DB Contractor's Notice shall be deemed a disapproval of such application.
3.2.4. RCTC's affirmative approval Notice of any part of the Project Management
Plan shall constitute:
(a) Approval of any Deviations expressly identified and labeled as
Deviations in the Project Management Plan, unless RCTC takes exception to any such Deviation
in which case the identified Deviation is not approved (and DB Contractor shall deliver revisions
to such part of the Project Management Plan for RCTC approval in accordance with Section 4);
and
(b) Disapproval of any Deviations not expressly identified and labeled as
Deviations in the Project Management Plan.
3.2.5. Except as set out in TP Sections 1.4 and 10 and subject to Section 3.2.6, DB
Contractor may use the approved nonstandard features in TP Attachment 10-1 without requesting
a new Deviation or obtaining approval of the nonstandard features.
3.2.6. DB Contractor shall request a Deviation and follow the processes for
Deviations in TP Sections 1.4 and 10.3.2 for those approved nonstandard features in TP
Attachment 10-1 where:
(a) The justification or basis under which the nonstandard features was
approved by Department has been changed or otherwise modified as a result of DB Contractor's
design or utilization of the nonstandard feature, as determined by RCTC and/or Department, in
their respective sole discretion;
(b) The submittal by or on behalf of RCTC upon which the nonstandard
feature was approved by Department is no longer accurate or no longer reflects the Project design
and impacts as a result of DB Contractor's design or utilization of the nonstandard feature, as
determined by RCTC and Department, in their respective sole discretion; or
(c) DB Contractor's utilization of the nonstandard feature differs in any way
from that which was approved by Department (including as it relates to the location, length, station
position or impact of the nonstandard feature), unless (i) RCTC and Department, in their
respective sole discretion, determine such difference is not material; and (ii) DB Contractor may
utilize such nonstandard feature in the express manner indicated in DB Contractor's design.
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3.2.7. DB Contractor shall provide Notice and plan sheets to RCTC and Department
which expressly describe and identify any eliminations, changes, improvements, differences or
deviations in DB Contractor's proposed use of any nonstandard feature approved by Department
and listed in TP Attachment 10-1.
3.2.8. Use of any nonstandard features listed in TP Attachment 10-1 is entirely at DB
Contractor's own risk and discretion. DB Contractor assumes sole responsibility and risk for the
use of such nonstandard features, including for any Errors in the nonstandard features.
3.3. Performance as Directed
At all times during the term of this Contract, including during the course of any Dispute, DB
Contractor shall: (a) perform the Work as directed by RCTC, in a diligent manner and without
delay; (b) abide by RCTC's decisions or orders in accordance with this Contract; and (c) comply
with all applicable provisions of this Contract.
3.4. General Obligations of DB Contractor
3.4.1. DB Contractor shall, and shall cause its Subcontractors to:
(a) Comply with the terms of the General Warranty;
(b) Perform the Work in accordance with:
(i) The Project Management Plan;
(ii) The Basic Configuration, except as otherwise approved by
Notice from RCTC, in its sole discretion;
(iii) All Governmental Rules (including Environmental Laws, the
Labor Code, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), including
any amendments, and the federal requirements in Exhibit 14), Governmental Approvals and
Project Standards;
(iv) Supplier warranties in the case of equipment;
(v) The RCTC-approved Final Design Documents and
Construction Documents;
(vi) Good Industry Practice; and
(vii) Otherwise in accordance with this Contract, in each case taking
into account the Planned ROW Limits and other constraints affecting the Project; and
(c) Perform the Work so as to ensure:
(i) The Construction Work meets each of the purposes and
requirements set out in the Contract;
Contract; and
(ii) The Design Work meets each of the requirements set out in the
(iii) The Work is free of Deviations unless approved by RCTC; and
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(d) Timely submit all Submittals by the applicable times in this Contract,
including TP Section 3, and all such Submittals shall be accurate and complete as required under
this Contract.
3.4.2. DB Contractor shall:
(a) Use the design Subcontractor(s) identified in Exhibit 2 (Contract
Particulars) to perform the design services required by this Contract or other Subcontractors
approved by Notice from RCTC. RCTC's approval shall not be withheld where RCTC determined,
in its reasonable discretion, that such firm has the demonstrated competence and professional
qualifications necessary for the satisfactory performance of the required design services, and that
the key personnel at such firm have sufficient experience with Department and other requirements
applicable to the Project;
(b) Not shift design Work from any Major Subcontractor or Listed
Subcontractor to another without the prior written approval of RCTC, in its good faith discretion,
except that DB Contractor may shift non -material amounts of design Work to the extent consistent
with Applicable Law where such shift does not eliminate a Major Subcontractor or Listed
Subcontractor;
(c) Provide and maintain field offices as described in TP Section 2.2 for the
exclusive use of RCTC and its consultants for the Project, as well as for Department and other
third parties as directed by RCTC; and
(d) Ensure labor harmony on the Site during all stages of the Project,
including taking appropriate steps to prevent strikes, walkouts, work stoppages, work slowdowns,
work curtailments, cessations or interruptions of production due to labor disputes or other labor -
related matters.
3.4.3. Except as otherwise expressly provided in this Contract, DB Contractor:
(a) Accepts all risks, responsibilities, obligations and liabilities in
connection with delivering the Work consistent with this Contract; and
(b) Is not entitled to make any Claim against RCTC for any Losses in
connection with the Project, Work or this Contract other than as expressly provided in Section 16.
3.5. Coordination and Cooperation
3.5.1. DB Contractor shall perform the Work so as not to:
(a) Enter upon, disturb or use any property of any Person except with the
express permission of, and in compliance with all requirements of, the owner or holder of such
property;
(b) Damage, close or obstruct any Utility installation, highway, road or
other property unless and until all applicable Governmental Approvals have been obtained; or
(c) Disrupt or otherwise interfere with the operation of any Utility,
improvement or structure unless otherwise specifically authorized by this Contract, an applicable
Governmental Rule or any Governmental Approval.
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3.5.2. DB Contractor acknowledges and agrees that:
(a) Other RCTC Contractors might be working at, near or otherwise be
present on or near the Site during performance of the Work;
(b) The work of Other RCTC Contractors might interfere with DB
Contractor's use of certain facilities on or near the Site; and
(c) DB-Related Entities, including DB Contractor, shall fully cooperate and
be solely responsible for coordinating the Work with Other RCTC Contractors and shall schedule
and sequence the Work as reasonably necessary to accommodate the work of Other RCTC
Contractors.
3.5.3. DB Contractor shall cooperate and coordinate with:
(a) RCTC and Other RCTC Contractors in connection with the ongoing
operation, maintenance, renewal, and replacement of the 15 Express Lanes, the 91 Express
Lanes, this Project and other obligations under this Contract; and
(b) RCTC, Other RCTC Contractors, Department, FHWA and other
Governmental Entities with jurisdiction over the Work in performing oversight and conducting
inspections during the performance of the Work and other matters relating to the 15 Express
Lanes, the 91 Express Lanes and this Project.
3.5.4. DB Contractor shall cause Subcontractors to cooperate and provide such
information as is necessary or requested by RCTC to assist or facilitate the submission by RCTC
of any documentation, reports or analysis required by the State, FHWA and/or any other
Governmental Entity with jurisdiction over the Project.
3.5.5. Additional requirements for DB Contractor to coordinate the Work with TSP,
ELP DB Contractor, 91 Express Lanes Operator and the Pavement Contractor are included in
Section 25.1 through Section 25.3.
3.5.6. If RCTC awards or performs other, separate contracts or projects that affect
the Work, DB Contractor shall perform and coordinate the Work so as to not unreasonably
interfere with the progress or completion of the work performed under such contracts or as part
of such projects.
3.5.7. Except as set out in Section 3.5.8 or as expressly provided under the this
Contract, if DB Contractor asserts that a contractor of Department, Local Agencies or BNSF has
caused damage to the Work or has hindered or interfered with the progress or completion of the
Work, then except as expressly set forth in the Contract, DB Contractor's sole remedy under this
Contract shall be to seek recourse against the respective contractor.
3.5.8. DB Contractor may submit disputes between itself and contractors of
Department, Local Agencies or BNSF for resolution under Section 24 so long as: (a) the
contractor and the contractor's sureties agree to submit the dispute to the Disputes Review Board;
and (b) the proceeding is conducted at no cost to RCTC.
3.5.9. DB Contractor shall have no right to compensation, time extension, or
otherwise make any Claim against RCTC for the actions or omissions of any contractor retained,
or work performed, by Department, BNSF, or other Local Agencies or any Utility Owner except
as expressly provided in this Contract.
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SECTION 4
INFORMATION SUPPLIED TO DB CONTRACTOR; SUBMITTALS, DESIGN
REQUIREMENTS AND DISCLAIMER; ROLES OF PCM, DEPARTMENT, FHWA
4.1. Submittals
4.1.1. General
(a) This Section 4 describes the terms and procedures that govern
DB Contractor's Submittals to RCTC pursuant to this Contract (including the Project Management
Plan, Project Schedule, Design Documents and Construction Documents, among others). In the
event of any irreconcilable conflict between the provisions of this Section 4 and other provisions
of this Contract or the Project Management Plan concerning submission, review and approval
procedures for Submittals, this Section 4 shall control, except to the extent that the conflicting
provision expressly states that it supersedes this Section 4.
(b) Where DB Contractor is required to make a Submittal to RCTC under
this Contract, DB Contractor shall deliver such Submittal to the individual or organization, if any,
appointed by RCTC to act on its behalf.
(c) Where DB Contractor is required to obtain an action (e.g., review,
comment, approval) from Department, FHWA or BNSF in connection with a Submittal under this
Contract, DB Contractor shall timely make the corresponding Submittal to RCTC for RCTC to
review and distribute to Department, FHWA or BNSF, as applicable, in accordance with TP
Section 3.2.2. In the case of all other third parties, DB Contractor shall make the Submittal directly
to the third party in accordance with TP Section 3.2.2. DB Contractor shall coordinate with all
third parties to determine and comply with their applicable requirements such that third -party
action in connection with Submittals does not cause delay to the Project Schedule.
(d) DB Contractor shall provide RCTC with copies of all correspondence,
communications, submittals or notices to, by or between DB Contractor and Department, FHWA,
other Governmental Entities, Utility Owners, BNSF, Other RCTC Contractors, property owners,
insurers and other third parties with an interest arising out of or relating to the Work.
4.1.2. Time Periods
(a) Except as otherwise provided below, whenever RCTC and/or
Department are entitled to review and comment on, to affirmatively approve, or take other action
with respect to a Submittal, RCTC and/or Department will have the following time periods to
provide DB Contractor the applicable review, comment, approval or other action after the date
RCTC and/or Department, as applicable, receive an accurate and complete Submittal:
(i) For NTP1 Submittals, the time period indicated in TP
Section 3.2.2;
(ii) For Design Documents, Construction Documents, and
Requests for Information, the time periods indicated in TP Section 3.2.2; and
(iii) For all other Submittals, the time periods expressly indicated for
the applicable Submittal in this Contract or, if no specific time period is indicated, ten Business
Days after receipt by RCTC or Department (as applicable).
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(b) DB Contractor acknowledges that this Contract, including TP Section
3.2.2, includes certain limitations on the number, type, sequencing, bundling and packaging of
Submittals DB Contractor may submit to RCTC and/or Department at any one time and during
any particular period.
(c) All time periods for RCTC and/or Department to act shall be extended
by the period of any delay caused, in whole or in part, by (i) the acts or omission of any DB-
Related Entity or any DB Contractor Fault, and (ii) any Delay Event (other than those described
in clauses (b), (c), (e), and of the definition of "Delay Event").
(d) RCTC shall endeavor to reasonably accommodate Notices from
DB Contractor for expedited action on specific Submittals, within the reasonable and practical
limitations on availability of RCTC personnel appropriate for acting on the types of Submittal in
question, so long as DB Contractor sets forth in its request specific, abnormal or exigent
circumstances demonstrating the need for expedited action. Such accommodation, if undertaken,
may result in extension of the time period for review, response and/or approval of other
Submittals. This provision shall not apply, however, during any time described in Section 4.1.2(c).
(e) Whenever RCTC and/or Department are required to affirmatively
approve a Submittal or other matter under this Contract, and RCTC and/or Department, as
applicable, deliver no approval, disapproval, consent, denial, determination, decision or other
action within the applicable time period under this Section 4.1.2, then DB Contractor shall deliver
to RCTC and/or Department, as applicable, a Notice stating the date within which RCTC and/or
Department was to have decided or acted. Any delay from and after such Notice shall constitute
an RCTC-Caused Delay (for RCTC failure to decide or act where the standard is a "reasonable"
standard) for which DB Contractor may be entitled to relief under Section 16.
4.1.3. RCTC and Department Approvals
(a) If the Submittal is one where this Contract indicates approval, consent,
determination, acceptance, decision or other action (including a failure to act which constitutes a
disapproval) is required from RCTC and/or Department in its sole or good faith discretion, then
RCTC's and/or Departments' lack of approval, consent, determination, acceptance, decision or
other action within the applicable time period under Section 4.1.2 will be deemed disapproval. If
the approval, consent, determination, acceptance, decision or other action is subject to the sole
discretion of RCTC and/or Department (as applicable), then its approval, consent, determination,
decision or other action (including a failure to act which constitutes a disapproval) shall be subject
to Section 1.8.
(b) Whenever this Contract indicates that a Submittal or other matter is
subject to RCTC's and/or Department's approval, consent, determination, acceptance, decision
or other action and the standard is a reasonable standard, RCTC's and/or Department's
exception, objection, rejection, disapproval or other action (including a failure to act which
constitutes a disapproval) under this Section 4 shall be deemed reasonable, valid and binding if
based on any of the following grounds or other grounds set forth elsewhere in this Contract:
(i) The Submittal or subject provision fails to comply, or is
inconsistent, with any applicable covenant, condition, requirement, standard, term or provision of
this Contract;
(ii) The Submittal or subject provision is not to a standard equal to
or better than Good Industry Practice;
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(iii) DB Contractor has not provided all content or information
required or reasonably requested in respect of the Submittal or subject provisions thereof, in
which case DB Contractor may resubmit the Submittal with the required content or information;
(iv) Adoption of the Submittal or subject provision, or of any
proposed course of action under such Submittal, would result in a conflict with or violation of any
Applicable Law or Governmental Approval; or
(v) In the case of a Submittal that is to be delivered to a
Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend,
supplement, renew, extend, waive or carry out a Governmental Approval, it proposes
commitments, requirements, actions, terms or conditions that are (i) inconsistent with this
Contract, Applicable Law, the requirements of Good Industry Practice, or RCTC and/or
Department practices for public -private contracting, or (ii) not usual and customary arrangements
that RCTC and/or Department offers or accepts for addressing similar circumstances affecting its
projects (except if usual and customary for RCTC and/or Department regarding its projects
delivered via public -private contracting).
4.1.4. RCTC and/or Department Review and Comment
Whenever this Contract indicates that a Submittal or other matter is subject to RCTC and/or
Department's review, comment, review and comment, disapproval or similar action not entailing
a prior approval and RCTC and/or Department delivers no comments, exceptions, objections,
rejections or disapprovals within the applicable time period under Section 4.1.2, then DB
Contractor may proceed thereafter at its election and risk, without prejudice to RCTC and/or
Department's rights to later object or disapprove in accordance with Section 4.1.3. No such failure
or delay by RCTC and/or Department in delivering comments, exceptions, objections, rejections
or disapprovals within the applicable time period under Section 4.1.2 shall constitute an RCTC-
Caused Delay, or Delay Event or other basis for any Claim. When used in this Contract, the
phrase "completion of the review and comment process" or similar terminology means either (a)
RCTC and/or Department has reviewed, provided comments, exceptions, objections, rejections
or disapprovals, and all the same have been fully resolved, or (b) the applicable time period has
passed without RCTC and/or Department providing any comments, exceptions, objections,
rejections or disapprovals.
4.1.5. Submittals Not Subject to Prior Review, Comment or Approval
Whenever this Contract indicates that DB Contractor is to deliver a Submittal to RCTC and/or
Department but expresses no requirement for RCTC and/or Department review, comment,
disapproval, prior approval or other action, then DB Contractor is under no obligation to provide
RCTC and/or Department any period of time to review the Submittal or obtain approval of it before
proceeding with further Project Work, and RCTC and/or Department may at any time review,
comment on, take exception to, object to, reject or disapprove the Submittal in accordance with
Section 4.1.6(a). No failure or delay by RCTC and/or Department in delivering comments,
exceptions, objections, rejections or disapprovals with respect to any such Submittal shall
constitute an RCTC-Caused Delay or Department -Caused Delay or be the basis of a Change
Order, Delay Event or other basis for any Claim.
4.1.6. Resolution of RCTC and/or Department Comments and Objections
(a) DB Contractor acknowledges that RCTC and/or Department may
provide comments, exceptions, disapprovals and objections which reflect concerns regarding
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interpretation or preferences of the commenter or which otherwise do not directly relate to grounds
in Section 4.1.5. DB Contractor shall undertake reasonable efforts to accommodate or otherwise
resolve any such comments, exceptions, disapprovals or objections through the review processes
described in this Section 4.1.6.
(b) DB Contractor shall respond in writing to all of RCTC's and/or
Department's comments, exceptions, disapprovals and objections to a Submittal and, except as
provided below, make modifications to the Submittal as necessary to fully reflect and resolve all
such comments, exceptions, disapprovals and objections, in accordance with the review
processes in TP Section 3.2.2.5. However, if the Submittal is not governed by Section 4.1.2, DB
Contractor is not obligated to incorporate any comments or resolve exceptions, disapprovals or
objections that (a) are not on any of the grounds in Section 4.1.2 (and not on any other grounds
set forth elsewhere in this Contract), (b) are otherwise not reasonable with respect to subject
matter or length, and (c) would result in a delay to a Critical Path matter in the Project Schedule,
or in costs associated with additional work or delay, except pursuant to a Change. If, however,
DB Contractor does not accommodate or otherwise resolve any comment, exception, disapproval
or objection, DB Contractor shall deliver to RCTC and/or Department within a reasonable time
period, not to exceed 14 Business Days after receipt of RCTC and/or Department's comments,
exceptions, disapprovals or objections, an explanation why modifications based on such
comment, exception, disapproval or objection are not required. The explanation must include the
facts, analyses and reasons that support the conclusion.
(c) The foregoing does not obligate DB Contractor to incorporate any
comments or resolve exceptions, disapprovals and objections that would render the Submittal
erroneous, defective or less than Good Industry Practice, except pursuant to an RCTC-Directed
Change.
(d) If DB Contractor fails to notify RCTC within the time period in Section
4.1.6(b), RCTC may deliver to DB Contractor a Notice stating the date by which DB Contractor
was to have addressed RCTC's and/or Department's comments and that if DB Contractor does
not address those comments within five days after receipt of this Notice, then that failure will
constitute DB Contractor's agreement to make all changes necessary to accommodate and
resolve the comment or objection and full acceptance of all responsibility for such changes without
right to an RCTC-Directed Change, Delay Event or other basis for any Claim, including any Claim
that RCTC and/or Department assumes design or other liability.
(e) After RCTC receives DB Contractor's explanation as to why the
modifications are not required as provided in Sections 4.1.6(a) through 4.6.1(d), if RCTC and/or
Department is not satisfied with DB Contractor's explanation the Parties shall attempt in good
faith to resolve the dispute. If they are unable to resolve the Dispute, either Party may request
dispute resolution in accordance with Section 24; provided that if RCTC elects to issue a Directive
Letter with respect to the matter in Dispute, DB Contractor shall proceed in accordance with
RCTC's Directive Letter while retaining any Claim as to the matter in dispute.
4.2. Responsibility for Design
4.2.1. DB Contractor Responsibility
DB Contractor acknowledges and agrees that:
(a) It has full responsibility and liability for the design of the Project and that
DB Contractor will provide the design of the Project, regardless of the fact that aspects of the
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Project Schematics have been provided to DB Contractor prior to the date of execution of the
Contract, as a preliminary basis for DB Contractor's design.
(b) Except to the extent expressly provided in this Contract, DB Contractor
is not entitled to rely on (i) the Project Schematics, except as expressly specified in
Section 4.2.2(b), (ii) the other Reference Documents, or (iii) any other documents or information
provided by or on behalf of RCTC.
(c) DB Contractor shall be responsible for any Errors in the Project
Schematics through the design and/or construction process without any increase in the Contract
Price, extension of a Completion Deadline or any other relief, subject only to the right to a Change
Order with respect to any Necessary Basic Configuration Changes to the extent permitted by
Section 16.
(d) RCTC's liability for Errors in the Project Schematics, Geometric
Approval Drawings or Planned ROW Limits (as applicable) is limited to its obligations relating to
Necessary Basic Configuration Changes and provision of access to parcels within the RCTC-
Provided Property, and is subject to the requirements and limitations of Section 16.
(e) Except for Necessary Basic Configuration Changes to the extent
permitted by Section 16, DB Contractor's warranties and indemnities under this Contract cover
Errors in the Project even though they may be related to, result from, or arise out of Errors in the
Project Schematics.
(f) DB Contractor shall verify all calculations and quantity takeoffs
contained in the Technical Provisions or otherwise provided by RCTC without any increase in the
Contract Price, extension of a Completion Deadline or any other relief.
4.2,2, Project Schematics
(a) DB Contractor acknowledges and agrees that:
(i) The Project Schematics have been previously reviewed by
Department;
(ii) If DB Contractor wishes to deviate from the concepts contained
in the Project Schematics, it must provide Notice of such proposed deviations to RCTC and
Department together with justification for the modification; and
(iii) Constraints in this Contract, including Planned ROW Limits,
RCTC's schedule for acquisition of property within the Planned ROW Limits, conditions, and
RCTC's schedule for acquisition of the RCTC-Provided Approvals, draft BNSF Construction &
Maintenance Agreement as described in TP Section 8 and TP Attachment 8-1, and Site
conditions, will impact DB Contractor's ability to revise the concepts contained in the Project
Schematics.
(b) DB Contractor may rely on the Planned ROW Limits identified in the
Project Schematics, and may obtain a Change Order for Necessary Basic Configuration Changes.
4.2.3. Design Review Process and Compliance with Final Design Documents
(a) DB Contractor shall:
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(i) Prepare, sign, seal and provide Design Documents and
Construction Documents to RCTC, Department and other third parties, as applicable, for
appropriate action in accordance with this Contract, including TP Section 3;
(ii) Obtain Department and RCTC approval for any Deviation from
Project Standards, including design exceptions from applicable Department requirements, as
specified in TP Section 10.3.2;
(iii) Obtain RCTC and Department approval of Release for
Construction Packages and Final Design Documents in accordance with TP Section 3.2.2.5.
Approval by RCTC and Department of Release For Construction Packages and Final Design
Documents, as described in TP Section 3.2.2.5, shall constitute approval of the design in advance
of construction by RCTC and Department for purposes of Government Code section 830.6, and
shall not relieve DB Contractor of liability for the design;
(iv) Provide Notice to RCTC within the earlier of 14 days (i) after
receipt of any comments, the incorporation of which DB Contractor believes would adversely
affect the Design Documents, Construction Documents, the Work, the Project Schedule or any
other part of this Contract; or (ii) the date on which it should have, in the exercise of reasonable
diligence or in the performance of its obligations under this Contract, been aware that such
comments would adversely affect the Design Documents, Construction Documents, the Work,
the Project Schedule or any other part of this Contract. Failure of DB Contractor to Notify RCTC
shall not relieve DB Contractor of its full responsibility and liability for the design of the Project
under this Section 4.2;
(v) Respond to the comments and make modifications to the
Design Documents and Construction Documents based on the comments in accordance with TP
Section 3.2, including specifically TP Section 3.2.2.5. DB Contractor acknowledges that
comments may be provided that reflect concerns regarding operability or preferences of the
commenter or that otherwise do not directly relate to specific requirements of this Contract.
DB Contractor shall undertake reasonable efforts to accommodate or otherwise resolve any such
comments through the review processes described in TP Section 3.2.2, provided that DB
Contractor shall not be required to incorporate any comments regarding operability or preferences
that would result in a significant disruption to its schedule or a significant increase in its costs,
except pursuant to an RCTC-Directed Change; and
(vi) Coordinate design reviews by, and obtain all required design
approvals and other action required under this Contract from, Governmental Entities, BNSF, and
Utility Owners in connection with the Work in accordance with TP Section 3.2.2 and TP
Attachment 3-2.
(b) The Final Design Documents may be changed only with prior written
approval of RCTC and Department.
4.3. Design Professional Licensing Requirements
RCTC does not intend to contract for, pay for or receive any professional services that violate any
professional licensing or registration laws. By execution of this Contract, DB Contractor
acknowledges that RCTC has no such intent. It is the intent of the Parties that DB Contractor is
fully responsible for furnishing and providing the professional services of the Project itself or
through Subcontracts with licensed/registered professional service firm(s) as provided in this
Contract. Any references in this Contract to DB Contractor's responsibilities or obligations to
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"perform" the professional services portions of the Work shall be deemed to mean that DB
Contractor shall "furnish" the professional services for the Project. The terms and provisions of
this Section 4.3 shall control and supersede every other provision of this Contract.
4.4. Role of PCM
4.4.1. Project and Construction Manager is responsible for oversight of all Work on
RCTC's behalf. PCM shall coordinate comments from RCTC to DB Contractor with respect to
the Work, and shall be the primary liaison between RCTC and DB Contractor. PCM will perform
the function of the "Department Engineer" under the Department Standard Specifications.
4.4.2. DB Contractor shall deliver all Design Documents, Construction Documents,
other Submittals and other documents required to be submitted to RCTC pursuant to Section 4.1
to PCM.
4.4.3. PCM has certain responsibilities with respect to environmental mitigation
requirements, as specified in TP Section 6.3.2 and TP Attachment 6-1.
4.4.4. RCTC may retain other consultants to provide services to RCTC relating to the
Project. DB Contractor shall fully cooperate with PCM and RCTC's other consultants in the
exercise of their respective duties and responsibilities in connection with the Project.
4.4.5. PCM is not authorized to:
(a) Direct or suspend the performance of the Work, unless continued
performance of Work will endanger the health, welfare, or safety of the public or any Project
worker, or will damage or endanger Environmentally Sensitive Areas;
(b) Approve Deviations from Contract requirements;
(c) Approve changes in or Deviations from the approved Design
Documents;
(d) Approve performance by DB Contractor of extra Work or changed
Work;
(e) Waive any Contract requirements or provisions
(f) Issue Directive Letters; or
(g) Approve Change Orders, VECPs or Contract amendments.
4.5. Role of Department and FHWA
4.5.1. DB Contractor acknowledges and agrees that Department and FHWA will have
certain review and approval rights with respect to the Project (including rights to approve the
Project design and certain Change Orders), as well as the right to provide certain oversight and
technical services with respect to the Project.
4.5.2. DB Contractor shall fully cooperate with Department and FHWA in the exercise
of their respective duties and responsibilities in connection with the Project. DB Contractor shall
comply with all applicable terms, requirements and conditions of the Department Cooperative
Agreement and OCTA Agreement expressly set out in this Contract.
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4.6. Role of OCTA
DB Contractor acknowledges and agrees that OCTA will have certain approval, review and
compensation rights with respect to the Project. DB Contractor shall fully cooperate with OCTA
in the exercise of its duties and responsibilities in connection with the Project. Without limiting
the foregoing, DB Contractor shall comply with all applicable terms, requirements and conditions
set forth in this Contract, including Section 21.1, Exhibit 17 (OCTA-Related Work), Exhibit 21 (91
EL Closure Charges) and TP Section 18.3.3.3, in connection with OCTA-Related Work.
4.7. Role of Other Local Agencies
DB Contractor acknowledges and agrees that, in addition to OCTA, other Local Agencies will
have certain approval, review, and other rights with respect to the Project. DB Contractor shall
comply with applicable terms, requirements, and conditions in the Technical Provisions with
respect to cooperation with Local Agencies.
4.8. Toll Services Provider
DB Contractor shall:
(a) If requested by RCTC, (i) review and comment on submissions TSP
makes to RCTC as part of the TSP Work or inspect any work RCTC is required to inspect under
the TSP Contract, and (ii) provide written comments to RCTC, in the form requested by RCTC,
no later than two Business Days before RCTC is required to respond to the applicable submission
or inspection under the contract between RCTC and TSP, or if such contract provides no
applicable response time, ten Business Days after RCTC makes the request, provided RCTC
allows DB Contractor a minimum of three Business Days to respond; and
(b) Before submitting to RCTC any Release for Construction Package that
includes design elements for the TCS Infrastructure, obtain from TSP the TSP Ready for
Construction Certification for such design elements in accordance with TP Section 19.2.2.
4.9. ELP DB Contractor
DB Contractor shall, if requested by RCTC, (i) review and comment on submissions ELP DB
Contractor makes to RCTC as part of the ELP or inspect any work RCTC is required to inspect
under the ELP DB Contract, and (ii) provide written comments to RCTC, in the form requested by
RCTC, no later than two Business Days before RCTC is required to respond to the applicable
submission or inspection under the contract between RCTC and ELP DB Contractor, or if such
contract provides no applicable response time, ten Business Days after RCTC makes the request.
4.10. 91 Express Lanes Operator
DB Contractor shall, if requested by RCTC, (i) review and comment on submissions 91 Express
Lanes Operator makes to RCTC as part of the 91 Express Lanes Operator Work or inspect any
work RCTC is required to inspect under the 91 Express Lanes Operator Contract, and (ii) provide
written comments to RCTC, in the form requested by RCTC, no later than two Business Days
before RCTC is required to respond to the applicable submission or inspection under the contract
between RCTC and 91 Express Lanes Operator, or if such contract provides no applicable
response time, ten Business Days after RCTC makes the request.
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SECTION 5
NOTICES TO PROCEED
5.1. NTP1
5.1.1. DB Contractor shall not proceed with the Work until directed by RCTC through
issuance of NTP1. DB Contractor acknowledges and agrees that:
(a) RCTC has no obligation to issue NTP1; and
(b) Unless and until NTP1 is issued, RCTC has no liability to DB Contractor
under this Contract.
5.1.2. Subject to Section 5.1.3, RCTC anticipates issuing NTP1 concurrently with the
execution and delivery of this Contract.
5.1.3.
been satisfied:
of the ITP);
RCTC shall not issue NTP1 until the following requirements for the Work have
(a) Satisfaction of all conditions to award in the ITP (including Section 6.1
(b) DB Contractor has delivered to RCTC the NTP1 Performance Bond
and the NTP1 Payment Bond, each executed by the issuing Eligible Surety;
(c) DB Contractor has delivered to RCTC the Guaranty of DB Contractor's
obligations in accordance with this Contract, executed by Guarantor in the form of Exhibit 15;
(d) DB Contractor has provided to RCTC the insurance policies,
certificates of insurance, riders to its existing insurance policies or other evidence reasonably
required by RCTC to confirm the existence of all the insurance coverages required for the NTP1
Work in accordance with Section 11; and
(e) DB Contractor has provided to RCTC any other documents, things or
assurances required by this Contract as a condition of NTP1.
5.1.4. Issuance of NTP1 authorizes DB Contractor to perform the NTP1 Work, so
long as DB Contractor obtains the applicable approvals and permits described in TP
Sections 1.1.3 and 9.4.3.
5.1.5. RCTC will pay DB Contractor for NTP1 Work prior to NTP2 in accordance with
Section 14.1.2(a), Section 14.2.1 and Exhibit 10-A (NTP1 Payment Schedule).
5.1.6. DB Contractor's rights and remedies arising from a delay in issuance of NTP1
are in Section 19.11.
5.2. NTP2
5.2.1. DB Contractor acknowledges and agrees that unless and until NTP2 is issued,
RCTC has no liability to DB Contractor under this Contract, except with respect to the NTP1 Work
and any other work for which payment is authorized in accordance with Section 5.1.5, where
NTP1 has been issued.
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5.2.2.
conditions:
Schedule;
RCTC shall issue NTP2 within 10 Business Days of satisfaction of the following
(a) DB Contractor has submitted to RCTC a draft of the full Baseline
(b) DB Contractor has submitted and RCTC has approved all Submittals,
including the Post Award Baseline Schedule, designated "Approved Prior to Issuance of NTP2"
in TP Section 1.1.3, Table 1-2;
(c) DB Contractor has submitted to RCTC a draft of the Utility Strip Map;
(d) DB Contractor has submitted to RCTC a draft of the As -Built Verification
Map;
(e) DB Contractor has delivered to RCTC the NTP2 Performance Bond
and NTP2 Payment Bond;
(f) The Guaranty of DB Contractor's obligations in accordance with this
Contract in the form of Exhibit 15 (Form of Guaranty) remains in full force and effect;
(g) RCTC has approved, in writing, any changes in Key Personnel, in
accordance with Section 9.5.1;
(h) DB Contractor has provided to RCTC the insurance policies,
certificates of insurance, riders to its existing insurance policies, or other evidence reasonably
required by RCTC to confirm the existence of all the insurance coverages required for the NTP2
Work in accordance with Section 11;
(I) DB Contractor has provided RCTC office space available for
occupancy at the Co -Located Office, in accordance with TP Section 2.2.1; and
(j) DB Contractor has provided to RCTC any other documents or
assurances required by this Contract as a condition of NTP2.
5.2.3. Issuance of NTP2 authorizes DB Contractor to perform all other Work and
activities for the Project.
5.2.4. DB Contractor's rights and remedies arising from a delay in issuance of NTP2
are provided in Sections 14.1.2 and 19.12.
5.2.5. RCTC will pay DB Contractor for NTP2 Work in accordance with Section 6.2.3.
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SECTION 6
TIME WITHIN WHICH PROJECT SHALL BE COMPLETED,
PROJECT SCHEDULE AND PROGRESS
6.1. Time of Essence
6.1.1. DB Contractor acknowledges that achieving the Completion Milestones by the
relevant Completion Deadlines is of the essence of this Contract.
6.1.2. Except as otherwise specifically provided in Section 15 and Section 16, and
subject to any constraints on Work under this Contract (including applicable Governmental Rules),
DB Contractor shall:
(a) Perform the Work in accordance with this Contract so as to achieve
each Completion Milestone by the applicable Completion Deadline and in accordance with the
Project Schedule; and
(b) Provide such employees, materials, facilities and equipment, and work
such hours, extra shifts, overtime operations, Sundays, and holidays as necessary to achieve
each Completion Milestone by the applicable Completion Deadline.
6.2. Scheduling of Design, Construction and Payment
6.2.1. Project Schedule
(a) DB Contractor shall undertake and complete the NTP1 Work in
accordance with the Preliminary Baseline Schedule.
(b) DB Contractor shall undertake and complete the Work between NTP2
and the earlier of (i) 180 days after NTP2, and (ii) RCTC's approval of the final Baseline Schedule
in accordance with the Post Award Baseline Schedule, which DB Contractor shall submit to RCTC
for review and approval within 14 days after issuance of NTP1.
(c) DB Contractor shall undertake and complete the remaining Work
(i.e., Work commencing after RCTC's approval of the Baseline Schedule) in accordance with the
Baseline Schedule.
(i) DB Contractor shall submit to RCTC a draft of the Baseline
Schedule for review and comment within 60 days after issuance of NTP1.
(ii) DB Contractor shall submit to RCTC the proposed final Baseline
Schedule for RCTC review and approval no later than 60 days after NTP2. DB Contractor
acknowledges and agrees that: (1) if DB Contractor fails to obtain RCTC's approval of the final
Baseline Schedule within 60 days after NTP2, RCTC may withhold up to 25% from each progress
payment until RCTC approves the Baseline Schedule; and (2) if DB Contractor fails to obtain
RCTC's approval of the final Baseline Schedule within 180 days of NTP2, RCTC may withhold up
to 50% from each progress payment until RCTC approves the Baseline Schedule.
(d) The Parties shall use the then -applicable Project Schedule to plan and
monitor the progress of the Work, and as the basis to determine the amount of monthly progress
payments owing from RCTC to DB Contractor.
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(e) RCTC has no obligation to accept a Project Schedule that sets forth
Completion Deadlines that differ from the Preliminary Baseline Schedule, Post Award Baseline
Schedule, or previously -approved Baseline Schedule (as applicable), as those durations may be
extended pursuant to Section 16; provided, however, that, if RCTC accepts a Project Schedule
with Completion Deadlines forecasted earlier than the previously -approved Project, then the
difference between the forecasted early Completion Deadline and the specified Completion
Deadline shall be considered Float.
(f) If DB Contractor plans to achieve any Completion Milestone prior to the
scheduled Completion Deadline, RCTC shall not be responsible for any delays or compensation
related to delays, however caused, that affect DB Contractor's planned early completion.
(g)
RCTC's acceptance of a Project Schedule shall not:
(i) Imply RCTC's acceptance of any particular construction
methods, or relieve DB Contractor from its responsibility to provide sufficient materials, equipment
and labor to guarantee completion of the Project (or any portion thereof) in accordance with this
Contract;
(ii) Attest to the validity of assumptions, activities, relationships,
sequences, resource allocations or any other aspect of the applicable Project Schedule;
(iii) Imply that DB Contractor is entitled to any Change Order
extending a Completion Deadline or adjusting the Contract Price; or
(iv) Modify this Contract.
(h) DB Contractor's failure to include any element of Work required by the
Contract in the applicable Project Schedule shall not relieve DB Contractor's responsibility to
perform that element of Work.
6.2.2. Float
(a) All Float contained in the Project Schedule, or generated after RCTC's
approval of the Baseline Schedule, shall be a Project resource available to either Party or both
Parties, as needed, to absorb delays caused by any event and to achieve schedule milestones,
interim completion dates and/or Completion Deadlines.
(b) All Float shall be shown as such in the Project Schedule and on each
applicable schedule path. RCTC shall consider DB Contractor's identification of (or failure to
identify) Float on the Project Schedule in determining whether to approve the Project Schedule.
Once identified, DB Contractor shall monitor, account for and maintain Float in accordance with
CPM.
6.2.3. Payment
Following issuance of NTP2, RCTC shall pay DB Contractor on the basis of DB
Contractor's progress of the Work.
6.3. Conditions to Design Work Review and Payment
6.3.1. Except as set out in Sections 5.1.4 and 5.1.5, RCTC shall have no obligation
to commence its review of, or pay DB Contractor for, any Design Documents until RCTC
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(a) issues NTP2, and (b) receives and approves: (i) the Quality Management Plan (general
requirements and professional services); and (ii) the Submittal Schedule.
6.3.2. RCTC may reject without review or payment any Design Documents
DB Contractor submits to RCTC before all the conditions in Section 6.3.1 are satisfied. All time
periods available under this Contract for RCTC to review and, as applicable approve any Design
Document submitted before the date all such conditions are satisfied shall begin to run on that
date, and shall be subject to TP Section 3.2.2.7.
6.4. Conditions to Commencement of Construction
6.4.1. Construction Work Generally
(a) Except with the prior written approval of RCTC, which RCTC may
provide, DB Contractor shall not start construction of any portion of the Project (or recommence
construction following any suspension) unless:
(i) RCTC has delivered NTP2 to DB Contractor;
(ii) RCTC and, as applicable, Department have approved the
Submittals in TP Section 1.1.3, Table 1-2, including the proposed final Baseline Schedule;
(iii) RCTC and Department have approved the Transportation
Management Plan in accordance with TP Section 18.3.1;
(iv) All requirements of the Construction Quality Management Plan,
which are a condition to commencement of construction, have been met;
(v) DB Contractor has obtained and delivered to RCTC in fully
executed, required form, all approvals from RCTC and any Governmental Approvals necessary
for construction of the applicable portion of the Project required by the Project Management Plan
and this Contract;
(vi) DB Contractor has complied with and performed all conditions
of Governmental Approvals which are a prerequisite to commencement of the applicable portion
of the Project;
(vii) RCTC and Department have approved all Release for
Construction Packages and Construction Documents for the applicable portion of the Project;
(viii) The Performance Bond and Payment Bond required under
Sections 10.1.1 and 10.1.2, respectively, have been obtained and such Bonds remain in full force
and effect;
(ix) All insurance policies required to be delivered to RCTC under
this Contract prior to commencement of construction have been received and approved by RCTC
and shall remain in full force and effect;
(x) The Guarantees, if any, required under Section 10.3 have been
obtained and delivered to RCTC and are in full force and effect;
(xi) All necessary rights of access acceptable to RCTC, in its good
faith discretion, for construction of the applicable portion of the Project have been obtained, and
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all previous owners or occupants of such portion of RCTC-Provided Property have been
relocated;
(xii) All pre -construction environmental surveys and mitigation have
been completed as required by the Governmental Approvals or otherwise under this Contract for
the area(s) proposed for construction, and DB Contractor has performed all other survey work
and delivered all notices required by this Contract to be delivered prior to commencement of
construction on such portion of the Project;
(xiii) All representations and warranties of DB Contractor in
Section 2.1 remain true and correct in all material respects;
(xiv) There exists no uncured Event of Default for which DB
Contractor has received Notice from RCTC; and
(xv) DB Contractor has provided to RCTC at least ten Business
Days' advance Notice of the date DB Contractor determines it will satisfy the conditions in this
Section 6.4.1.
(b) As used in this Section 6.4.1, the term "construction" specifically
excludes potholing and geotechnical investigations incidental to design Work, mobilization, Site
security and establishment of work yard(s) and storage sites.
6.4.2. As -Built Verification Map
DB Contractor shall submit to RCTC the final As -Built Verification Map for review and
approval within 180 days after NTP1 ("As -Built Verification Map Deadline").
6.4.3. DB Utility Work
(a) DB Contractor shall submit to RCTC the final Utility Strip Map for review
and approval within 180 days after NTP1 ("Utility Strip Map Deadline").
(b) DB Contractor shall not commence or permit commencement of
construction of any Relocation or Incidental Utility Work until:
(i) RCTC issues NTP2;
(ii) RCTC approves the final Utility Strip Map; and
(iii) All the conditions in Section 6.4.1 that are applicable to the
Relocation or Incidental Utility Work (reading such provisions as if they referred to the applicable
Relocation or Incidental Utility Work) have been satisfied.
(c) With respect to Relocations only, DB Contractor shall not commence
or permit commencement of construction of any Relocation until:
(i) Except as otherwise provided in Section 8.6.5, the Relocation
is contemplated by an executed Utility Agreement;
(ii) The review and comment process has been completed or
RCTC's approval has been obtained, as applicable, for the Utility Plans covering the Relocation;
and
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(iii) Any other required approvals have been obtained for the Utility
Plans covering the Relocation.
6.5. Recovery Schedule
6.5.1. If at any time, the Work on any Critical Path or near critical item is delayed for
a period that exceeds the lesser of (a) 30 days in the aggregate, and (b) that number of days in
the aggregate equal to 5% of the days remaining until a Completion Deadline (including delays
for which DB Contractor is entitled to submit a Claim for a time extension subject to complying
with Section 16), then DB Contractor shall prepare and submit to RCTC for review and approval
a Recovery Schedule within ten Business Days after DB Contractor first becomes aware of such
delay or otherwise at the request of RCTC.
6.5.2. Within ten Business Days after receipt of a Recovery Schedule, RCTC shall
notify DB Contractor whether the Recovery Schedule is approved or rejected. Within five
Business Days after RCTC's rejection of a Recovery Schedule, DB Contractor shall resubmit a
revised Recovery Schedule incorporating RCTC's comments.
6.5.3. Within five Business Days after RCTC's approval of a Recovery Schedule, DB
Contractor shall incorporate and fully include such Recovery Schedule into the Project Schedule,
and perform the Work so as to achieve the Recovery Schedule.
6.5.4. If DB Contractor fails to provide RCTC with an acceptable Recovery Schedule,
and the reason for the Recovery Schedule being required does not relate to an event for which
DB Contractor is entitled to submit a Claim for a time extension subject to complying with Section
16, within 30 days after DB Contractor's receipt of Notice to do so, RCTC may withhold up to 10%
from each progress payment owing to DB Contractor thereafter until DB Contractor prepares and
RCTC reviews and approves the Recovery Schedule. Any failure or delay in DB Contractor's
submittal or RCTC's approval of a Recovery Schedule shall not result in any compensation, time
extension or otherwise entitle DB Contractor to any Claim under this Contract.
6.5.5. The requirement to submit a Recovery Schedule shall not preclude the need
for, or delay the submittal of, regular monthly updates of the Project Schedule during the period
when a Recovery Schedule is being prepared and submitted by DB Contractor and reviewed and
approved by RCTC.
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SECTION 7
CONTROL OF WORK
7.1. Control of Work
DB Contractor shall be solely responsible for and have control over the construction means and
methods, techniques, sequences, procedures, and Site safety.
7.2. Safety
7.2.1. DB Contractor shall:
(a) Take all reasonable precautions and be solely responsible for the
safety of, and provide protection to prevent damage, injury, or loss to, all Persons on the Site or
who would reasonably be expected to be affected by the Work, including Persons performing
Work, employees of RCTC and its consultants, employees of Department and FHWA, visitors to
the Site and members of the public who may be affected by the Work;
(b) Comply with all safety requirements of this Contract, the RCTC-
approved Health and Safety Plan, and all such requirements under applicable Governmental
Rules and Government Approvals (as applicable); and
(c) Undertake the Work in a manner that will minimize the effect on
surrounding property and the public to the maximum extent practicable.
7.2.2. If, in the sole discretion of RCTC, PCM or Department, any conditions or
activities may present an imminent danger that could result in serious injury, death, material
property damage or material loss of revenues, RCTC may direct DB Contractor to stop the
affected portion of the Work immediately and not to recommence the Work until the practices or
conditions are corrected to the satisfaction of RCTC, PCM and Department.
7.2.3. If the Work or any portion of it is suspended by RCTC, PCM, Department or
any other Governmental Entity because of an unsafe condition, such suspension shall be treated
in accordance with Section 18.2.1(a).
7.3. Oversight, Inspection and Testing
7.3.1. DB Contractor shall perform the inspection, sampling, testing, Quality Control
and Quality Validation necessary to comply with this Contract.
7.3.2. DB Contractor shall at all times permit RCTC, Department, PCM, FHWA and
their authorized representatives safe, free and unrestricted access to the Work and the Site to the
extent necessary or advisable (as determined by each of such entities) to: (i) comply with FHWA
or other applicable federal agency requirements; (ii) carry out Department's inspection and other
rights under the Department Cooperative Agreement and California Streets and Highways Code
section 91.2; and (iii) verify DB Contractor's compliance with this Contract and Project
Management Plan.
7.3.3. RCTC shall perform activities under this Section 7.3 in compliance with DB
Contractor's reasonable safety procedures and in a manner intended to minimize interference
with the Project.
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7.3.4. If this Contract or any Governmental Rule requires any portion of the Project
or the Site to be inspected, tested or approved by RCTC or Department, DB Contractor shall give
RCTC timely Notice of its readiness to continue the Work, pending satisfaction of any such
inspection, test or approval, so RCTC and, if applicable, Department may observe or make such
inspection, testing or approval. DB Contractor shall not proceed with any such inspection, test or
approval until RCTC or Department, as applicable, have observed or made such inspection, test
or approval or provided Notice waiving their respective rights to inspect, test or approve.
7.3.5. DB Contractor shall provide to RCTC all test results and reports one Business
Day after DB Contractor receives them. Where the inspection, test or approval does not meet the
requirements of this Contract or Governmental Rules, DB Contractor shall provide further Notice
to RCTC of such fact and re -perform the inspection, test or approval in accordance with this
Contract as if it were the original inspection, test or approval.
7.3.6. When any Utility Owner is to accept or pay for a portion of the cost of the Work,
its respective representatives have the right to oversee, inspect and test such Work.
7.3.7. DB Contractor shall cause its representatives to be available at all reasonable
times for consultation with RCTC and Department.
7,3.8. Without limiting the foregoing, DB Contractor shall afford RCTC, PCM,
Department, FHWA, and their respective authorized representatives: (a) safe and unrestricted
access to the Project at all times, (b) safe access during normal business hours to DB Contractor's
Project offices and operations buildings and (c) unrestricted access to data related to the Project,
subject to Section 26.7. Without limiting the foregoing, DB Contractor shall deliver to RCTC upon
request accurate and complete books, records, data and information regarding the Project and
the Relocation Work, in the format required by the Technical Provisions.
7,3.9. Nothing in this Contract shall preclude, and DB Contractor shall not interfere
with, any review or oversight of Submittals or of Work that FHWA or any other applicable federal
agency may desire to conduct.
7.3.10. DB Contractor shall bear all of its costs of such inspections, tests or approvals
unless otherwise provided in this Contract.
7.4. Obligation to Uncover Finished Work
7.4.1. Before covering any part of the Work, DB Contractor shall provide Notice to
RCTC and Department, and offer RCTC, Department, PCM and any other Persons designated
by RCTC a full and adequate opportunity to inspect and test such part of the Work before it is
covered.
7.4.2. At all times before Final Acceptance, DB Contractor shall remove or uncover
such portions of the finished or covered construction Work as directed by RCTC or Department
for inspection and/or testing by RCTC, Department, PCM and any other Persons designated by
RCTC.
7.4.3. If, after inspection and/or testing under Section 7.3.2 or 7.3.3, the Work
exposed or examined is found to not be in accordance with this Contract:
(a) DB Contractor shall rebuild, repair or replace the Work to the standard
required by this Contract; and
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(b) Recovery of any delay to any Critical Path occasioned by such
examination shall be at DB Contractor's cost and DB Contractor is not entitled to any Claim in
connection with the inspection and/or testing.
7.4.4. If DB Contractor fails to provide Notice in accordance with Section 7.4.1 to
allow RCTC, Department, PCM and any other Persons designated by RCTC a full and adequate
opportunity to inspect and test any Work done or materials used may be ordered uncovered,
removed, repaired, restored or replaced by RCTC at DB Contractor's cost and without an
entitlement to a Claim, even if the Work proves to be in compliance with the Contract after
uncovering.
7.4.5. Progress Meetings
DB Contractor shall arrange and conduct regular meetings with RCTC, and other Persons
as provided in TP Section 2.5.4 and otherwise designated by RCTC, at least weekly during the
course of the Work. In addition, RCTC and DB Contractor, through their respective
Representatives, shall meet from time to time at the other Party's request to discuss and resolve
matters relating to the Work or Project. DB Contractor shall schedule all meetings with RCTC at
a date, time, and place reasonably convenient to both Parties and, except in the case of urgency,
shall provide RCTC with Notice and a meeting agenda at least three Business Days in advance
of each meeting.
7.4.6. Nonconformances and Correction of Work
(a) At any time prior to Project Completion and within a reasonable period
after RCTC has Actual Knowledge of any Nonconformance, RCTC may give DB Contractor
Notice of any Nonconformance.
(b) If RCTC fails to provide Notice in accordance with Section 7.4.6(a),
such failure shall not constitute a waiver of RCTC's rights. DB Contractor shall not, however, be
responsible for any increase in Cost directly and solely resulting from RCTC's failure to provide
timely Notice of the Nonconformance, unless DB Contractor had Actual Knowledge of, or should
have been aware of, in the exercise of reasonable diligence or in the performance of its obligations
under this Contract, such Nonconformance.
(c) If DB Contractor has Actual Knowledge of any Nonconformance or has
received Notice from RCTC under Section 7.4.6(a), DB Contractor shall:
(i) Promptly, and within five Business Days, provide Notice to
RCTC of such Nonconformance;
(ii) Subject to Section 7.4.6(c)(iii), remedy such Nonconformance
and any damage to the TSP Work, ELP Work or property of third parties to the extent caused by
such Nonconformance within ten Business Days of having Actual Knowledge;
(Hi) If DB Contractor considers it is not possible to remedy the
Nonconformance within ten Business Days of having Actual Knowledge or receipt of Notice: (1)
commence efforts to remedy such Nonconformance within ten Business Days of having Actual
Knowledge or receipt of Notice; (2) submit a written plan to RCTC for approval, in its good faith
discretion, identifying DB Contractor's process for remedying the Nonconformance and the
proposed timeframe for remedying the Nonconformance within ten Business Days of having
Actual Knowledge or receipt of Notice; and (3) if such plan is approved by RCTC, remedy the
Nonconformance within the time period for remedy approved in such plan;
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(iv) Take all action necessary to prevent similar Nonconformances
from occurring in the future; and
(v) Perform such tests as RCTC may require to remedy a
Nonconformance.
(d) If DB Contractor has received Notice from RCTC under
Section 7.4.6(a), failure of DB Contractor to provide timely Notice to RCTC in accordance with
Section 7.4.6(c)(i) shall be treated as DB Contractor's acknowledgement that the
Nonconformance exists and shall preclude DB Contractor from disputing the existence of such
Nonconformance.
7.4.7. Failure to Remedy Nonconformances
(a) RCTC may remedy any Nonconformance, and may deduct the Cost of
doing so (plus an administrative charge equal to 10% of the Cost) from moneys due to DB
Contractor or may obtain reimbursement from DB Contractor for that Cost (plus an administrative
charge equal to 10% of the Cost), if DB Contractor fails to comply with its obligations under
Section 7.4.6(c)(ii) or 7.4.6(c)(iii) (as applicable).
(b) RCTC's right to remedy Nonconformances shall be in addition to all
other rights and remedies provided under this Contract or by applicable Governmental Rules, and
shall not relieve DB Contractor of any of its responsibilities under this Contract.
7.4.8. Agreement to Accept Nonconformances
(a) If RCTC agrees (subject to Department's prior written consent) to
accept any Nonconformance without requiring it to be fully remedied, RCTC shall be entitled to
reimbursement of an amount equal to the greater of: (i) the amount deemed appropriate by RCTC
and Department to provide compensation for future revenue impacts and maintenance and/or
other Costs relating to the Nonconformance; or (ii) 100% of DB Contractor's cost savings
associated with its failure to perform the Work in accordance with Contract requirements.
(b) Without limiting Section 14.3.2, such reimbursement shall be payable
to RCTC within ten Business Days after DB Contractor's receipt of an invoice from RCTC
identifying the amounts owing.
(c) DB Contractor acknowledges and agrees that RCTC and Department
shall each have sole discretion regarding acceptance or rejection of Nonconformances and the
amount payable in connection with such Work; provided, however, that the foregoing does not
preclude DB Contractor from disputing whether or not a Nonconformance has occurred.
Payment, reimbursement or deduction of the amounts owing to RCTC under this Section 7.4.8
shall be a condition precedent to the acceptance of the applicable Nonconformances.
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SECTION 8
ACCESS TO SITE; UTILITIES;
ENVIRONMENTAL MITIGATION; HAZARDOUS MATERIALS; APPROVALS;
COOPERATION WITH LOCAL AGENCIES
8.1. Access to Site
8.1.1. Planned ROW Limits
In the event of any changes in ROW requirements in connection with any RCTC-Directed
Change or Necessary Basic Configuration Change, the Planned ROW Limits shall be deemed
modified to incorporate the change.
8.1.2. Access to RCTC-Provided Property
(a) Subject to Section 8.1.2(b), RCTC shall:
(i) Provide access to each RCTC-Provided Property parcel on or
before the latest date construction is scheduled to start on such parcel in the Project Schedule;
(ii) In the case of TCEs included in RCTC-Provided Property,
provide DB Contractor access to each TCE for the applicable time specified in TP Attachment 9-
1. If DB Contractor requires use of any TCE beyond such specified time, then TP Section 9.4.4
shall apply; and
(iii) In the case of Utility Easements (if any) RCTC is required to
provide under any Utility Agreement, provide DB Contractor access to such Utility Easement(s)
by the time(s) specified in the applicable Utility Agreement.
(b) RCTC is not required to provide access to, and construction shall not
be scheduled to commence on, RCTC-Provided Property earlier than the applicable date in TP
Section 9.4 and TP Attachment 9-1.
(c) DB Contractor shall obtain and maintain encroachment permits and
other permits and rights of entry to gain access to areas of RCTC-Provided Property within the
jurisdictions of Local Agencies (excluding Department) and BNSF.
(d) RCTC shall obtain encroachment permits to gain access to areas of
RCTC-Provided Property within the jurisdiction of Department, and DB Contractor shall obtain
and maintain any corresponding encroachment permit riders or rights of entry required to perform
the Work.
(e) DB Contractor shall pay all permit fees and comply with all permit
requirements in connection with RCTC-Provided Property, including obtaining necessary
approvals of plans and specifications.
(f) The Department Cooperative Agreement provides certain terms and
conditions relating to the encroachment permit process applicable to Existing Department ROW.
DB Contractor shall remain informed of and comply with any access restrictions in any documents
granting access to any Project ROW (including the Department Cooperative Agreement).
(g) Access to the ELP Project Site is subject to Section 25.1 and TP
Section 9.4 and access to the Pavement Contractor ROW is subject to Section 25.2.
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(h) RCTC shall provide Notice to DB Contractor within ten Business Days
after it becomes apparent to RCTC that RCTC will not be able to obtain any particular parcel(s)
included in the RCTC-Provided Property, and shall provide a Directive Letter or Change Order
requiring DB Contractor to take action as necessary to accommodate the change.
(I) Concurrently with preparation and review of the Baseline Schedule,
DB Contractor and RCTC shall: (i) discuss ROW access requirements associated with the
scheduled activities; (ii) identify and agree which parcels are on a Critical Path; and (iii) agree
latest dates, to be included in the Baseline Schedule, for scheduled activities associated with
provision of access as specified in TP Section 9 (including TP Section 9.4 and TP Attachment 9-
1). The Baseline Schedule shall provide commercially reasonable workarounds, re -sequencing,
and redeployments to progress the Project based on the scheduled access date for each parcel,
and minimize dependence on the acquisition process.
(j) Within ten Business Days after RCTC determines that it will be unable
to provide access to a particular parcel or parcels of RCTC-Provided Property by the date set out
in TP Attachment 9-1, RCTC shall provide Notice to DB Contractor regarding the revised
projected date for delivery of access. DB Contractor shall fully cooperate with RCTC to work
around, re -sequence, and redeploy around such parcel until access can be provided, including
rescheduling Work so as to avoid any delay to the overall Project.
(k) Without limiting the requirements of Section 15 or Section 16, within ten
Business Days after DB Contractor is advised of a projected delay, DB Contractor shall provide
RCTC with Notice (i) specifying the Project Schedule activity number, late finish date, and current
total Float associated with the parcel in question, and (ii) advising RCTC of any potential impacts
to a Critical Path and potential costs that may be incurred as the result of a delay.
(I) Various agreements that RCTC has entered into, or will enter into, with
respect to the 1-15 Express Lanes and the SR-91 Express Lanes provide, or will provide, that the
TSP and the SR 91 Express Lanes operator shall have access to the Project ROW for purposes
of sporadic operations and maintenance activities. DB Contractor shall remain informed of and
comply with any documents granting the TSP and the 91 Express Lanes operator the right to
access the Project ROW, subject to DB Contractor's right to additional time for completion and
compensation in case of a Compensable Event resulting from such access to the Planned ROW
Limits taken by the TSP or SR 91 Express Lanes operator.
8.1.3. Additional Properties
(a) In addition to provision of access to the RCTC-Provided Property,
RCTC will provide access to certain other parcels provided DB Contractor provides Notice and
can demonstrate to RCTC's reasonable satisfaction (after consultation with Department), that:
(i) the property is required for permanent improvements for the Project or for Relocations being
constructed by the Utility Owners; and (ii) acquisition of the property is otherwise consistent with
applicable Governmental Rules and Governmental Approvals; and (iii) DB Contractor has
complied with TP Section 9.4.2 ("Additional Properties"). RCTC has no obligation to acquire
temporary interests in property (other than those included in the RCTC-Provided Property), but
may agree to do so following receipt of request from DB Contractor.
(b) The process for acquisitions of Additional Properties by RCTC is set
out in TP Section 9.4.
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(c) The process for scheduling provision of access in Section 8.1.2 shall
apply to Additional Properties as if the Additional Properties were RCTC-Provided Properties,
except that (i) RCTC shall provide DB Contractor with Notice of the minimum time necessary for
provision of access upon its approval of the acquisition, and (ii) delay in acquisition is not
considered an RCTC-Caused Delay except to the extent that the delay was directly attributable
to negligent actions affirmatively taken by RCTC.
(d) Except as set out in Section 8.1.3(f), DB Contractor shall pay directly
all Costs in connection with acquiring Additional Properties, including:
(i)
The cost of acquisition services and document preparation;
(ii) The cost of condemnation proceedings required by RCTC and
Department, including private attorneys' fees and expert witness fees, and all fees and expenses
for exhibits, transcripts, photos and other documents and materials production;
(iii) The purchase prices, court awards or judgments in connection
with the acquisition of all Additional Properties (to be paid by DB Contractor at the time of closing
or final award, as applicable);
(iv) The cost of permitting;
(v) Closing costs associated with parcel purchases;
(vi) Relocation assistance payments and costs;
(vii) The cost for separate property survey(s) in addition to the
Planned ROW Limits survey(s); and
(viii) The cost of all claims for good will, severance damages or
inverse condemnation in connection with the acquisition of the Additional Properties.
(e) All Costs described in Section 8.1.3(d) shall be determined in
accordance with the California Relocation Assistance Law (Government Code section 7260 et
seq.), the Uniform Act, and RCTC and Department policies. If RCTC incurs any such Costs on
DB Contractor's behalf, RCTC may submit invoices for such Costs to DB Contractor, in which
case DB Contractor shall pay the invoices prior to delinquency. If RCTC pays any such Costs on
DB Contractor's behalf, and without limiting Section 14.3.2, DB Contractor shall reimburse RCTC
within ten Business Days of RCTC's submittal to DB Contractor of an invoice for such RCTC
Costs.
(f) Notwithstanding the foregoing: (i) for additional real property
associated with a VECP, the costs of obtaining the additional real property shall be considered in
determining the Contract Price adjustment under Section 17; (ii) DB Contractor is not responsible
for costs of acquisition for any Utility Easement unless required because of a change to the Project
design proposed by DB Contractor; and (iii) DB Contractor is not responsible for costs of or delays
resulting from acquisition of additional real property required in connection with any RCTC-
Directed Change or Necessary Basic Configuration Change. Any cost savings resulting from the
acquisition of Additional Properties (including by avoiding use of retaining walls or other
engineering modifications) shall be subject to the "value engineering" provisions in Section 17.
(g) Except as set out in Section 8.1.3(f), in the event that the acquisition of
Additional Properties necessitates any Governmental Approvals, DB Contractor shall: (i) be solely
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responsible for the cost and schedule impact of any related review, analysis, assessment,
approvals, permits and findings; (ii) be solely responsible for the risk that any Governmental
Approvals are not (1) granted, issued, approved or obtained or (2) timely granted, issued,
approved or obtained; and (iii) not be entitled to any increase in the Contract Price or extension
of the Completion Deadlines as a result of any delay, inability or cost associated with the
Governmental Approvals related to such Additional Properties.
(h) Except as expressly provided otherwise in this Contract, DB Contractor
is not entitled to any increase in the Contract Price or any extension of a Completion Deadline
pursuant to Section 16 or otherwise entitled to make a Claim as a result of (i) Site conditions
associated with any Additional Properties (including those relating to Hazardous Materials,
Differing Site Conditions or Utilities); (ii) any delay, liability or cost associated with the acquisition
of any Additional Properties, including Additional Properties required to implement any ATCs.
(i) DB Contractor shall support any requests for acquisition of Additional
Properties with such information as may be reasonably required by RCTC, including all
information required by TP Section 9.4.2. In all cases, RCTC's obligation to provide such access
is subject to the following conditions: (i) if requested by RCTC, DB Contractor's providing an
analysis regarding alternative courses of action; (ii) RCTC's agreement (after consultation with
Department) that the property acquisition is in the best interest of the Project; (iii) DB Contractor's
providing such evidence as RCTC may require to enable issuance of a determination of necessity;
and (iv) if required, issuance of a determination of necessity by RCTC's Commission.
8,1.4. Acquisition of Temporary Interests by DB Contractor
(a) DB Contractor shall acquire all temporary interests in property (if any)
that DB Contractor determines are necessary, desirable, or advisable to complete the Project,
other than temporary interests included in RCTC-Provided Property. Temporary interests may
include construction easements or rights to use property for borrow pits and storage, as well as
any property needed for any temporary utility facilities being constructed by DB Contractor. DB
Contractor shall pay the purchase price for all such property interests directly.
(b) If the property is within the limits of the RCTC-Provided Property or is
intended to be used for permanent improvements, or if DB Contractor intends to request that
RCTC acquire such property, DB Contractor shall not negotiate with the property owner(s), except
in compliance with the California Relocation Assistance Law (Cal. Gov. Code section 7260 et
seq.), the Uniform Act, and 23 CFR Part 710.
(c) Additional requirements regarding early access to properties subject to
temporary rights or interests are provided in TP Section 9.
(d) RCTC has no obligations or responsibilities with respect to the
acquisition, maintenance, or disposition of such temporary rights or interests or the condition of
such rights or interests, and is not obligated to use its powers of eminent domain in connection
therewith.
(e) DB Contractor shall comply with all applicable Governmental Approvals
and Governmental Rules in acquiring and maintaining or disposing of any such property rights or
interests. DB Contractor shall cause the documentation of any such property interest to contain
the grantor's express acknowledgment that RCTC has no liability or obligations with respect
thereto.
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(f) If a temporary interest in property is sought by DB Contractor for any
property that is owned or otherwise possessed or occupied by a Person with whom RCTC has
acquired or is acquiring RCTC-Provided Property or if DB Contractor requires use of any TCE
beyond the applicable time specified in TP Attachment 9-1:
(i) DB Contractor shall not attempt to secure such Temporary
Interest;
(ii) RCTC shall, if such acquisition is, in RCTC's determination,
consistent with Governmental Rules and Governmental Approvals, reasonably attempt to secure
access through the applicable property owner;
(iii) RCTC makes no representations or guaranty that RCTC shall
be able to secure such interests or access; and
(iv) DB Contractor shall be solely responsible for the cost and
schedule impact of any acquisition, including any inability to acquire such interests.
8.1.5. Avoidance of Additional Permanent Acquisitions
DB Contractor shall use its best efforts to avoid additional permanent acquisitions. To the
extent reasonably possible, DB Contractor shall use retaining walls or make other engineering
adjustments as an alternative to acquiring Additional Properties.
8.1.6. Conveyance Documents
DB Contractor shall prepare all documents necessary to evidence any easements or
conveyance of other real property interests relating to the Project to be granted by RCTC to Utility
Owners and other Persons; except that RCTC shall prepare legal descriptions and grant
documentation for any transfers of real property and/or interests therein by RCTC to Department.
8.1.7. Access to BNSF Property
(a) RCTC has delivered to DB Contractor the final BNSF Construction &
Maintenance Agreement(s) to be entered into by and among BNSF, RCTC and Department.
(b) Upon execution thereof, RCTC shall deliver to DB Contractor the final
BNSF Construction & Maintenance Agreement(s) to be entered into by and among BNSF, RCTC
and Department.
(c) DB Contractor shall comply with the requirements that apply to the
Work in the final BNSF Construction & Maintenance Agreement(s). Such requirements include
DB Contractor's obligation to (i) enter into the "Agreement Between BNSF Railway Company and
the Contractor" (which shall be attached to the BNSF Construction & Maintenance Agreement(s)
as Exhibit C-1), and (ii) comply with the "Contractor Requirements," including requirements
regarding scheduling and use of BNSF flagging services, which shall be attached to said
agreement as Exhibit C. A sample copy of the Contractor Requirements is provided in TP
Attachment 8-1 (Railroad Agreement Term Sheet). DB Contractor shall use the provisions and
information in TP Attachment 8-1 relevant to the Work as a basis to plan the related Work prior to
execution of the final BNSF Construction and Maintenance Agreement(s).
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(d) DB Contractor shall be liable for and pay to RCTC $3,200.00 per
consecutive 12 hour period or part thereof for BNSF flagging services during the periods and
subject to the conditions identified in TP Section 8.4.2 ("Flagging Charges").
(e) DB Contractor shall provide Notice to RCTC requesting BNSF flagging
services at least 30 days before the date and time flagging services are required. For costs in
connection with BNSF flaggers required at all other times beyond the periods specified in Section
8.1.7(c) or where so specified in the BNSF Construction & Maintenance Agreement,
DB Contractor shall pay, at RCTC's option, BNSF or RCTC, for BNSF's expenses relating to Work
under this Contract that the BNSF Construction & Maintenance Agreements state are payable by
RCTC, within the time specified in the BNSF Construction & Maintenance Agreements.
(f) If BNSF flagging services are scheduled and DB Contractor wishes to
reschedule or cancel the services, then DB Contractor shall provide applicable Notice to RCTC
at least 72 hours in advance of the originally scheduled date and time or shall otherwise be subject
to Liquidated Damages under Section 21.4.
(g) Notwithstanding anything to the contrary contained in the BNSF
Construction & Maintenance Agreement(s), DB Contractor shall maintain the structures described
in the BNSF Construction & Maintenance Agreements until it is relieved of maintenance liability
in accordance with Section 12.2.
(h) If DB Contractor considers that there are changes in the BNSF
Construction & Maintenance Agreement(s) that would constitute an Eligible Change, DB
Contractor shall provide a DB Contractor Change Request pursuant to Section 16 within 30 days
of receipt of RCTC's final agreement(s). DB Contractor shall assist and fully cooperate with RCTC
in obtaining and amending the BNSF Construction & Maintenance Agreement(s), including
providing complete Permit Submittal Packages and other information requested by RCTC and
participating in meetings regarding such agreement(s) and related approvals.
(i) DB Contractor shall enter into any agreements with Governmental
Entities or others, and obtain and maintain any Governmental Approvals from such Governmental
Entities or others that are necessary to comply with the requirements of TP Section 8 or that
otherwise apply to the Work, except for those items expressly described in this Section 8.1.7 or
Section 8.11 as being the responsibility of RCTC.
8.1.8. Available Properties for Temporary Work
(a) In addition to providing access to the RCTC-Provided Property, RCTC
will provide access to Available Properties subject to the terms of this Section 8.1.8 for the
performance of temporary Work (e.g., office trailers).
(b) Subject to Sections 8.1.8(c) and (d), DB Contractor shall provide Notice
to RCTC prior to NTP2 as to (i) which Available Properties DB Contractor requires RCTC to
provide access to for the performance of temporary Work ("DB Contractor Available
Properties"); (ii) the duration of access for such DB Contractor Available Properties, which may
not commence prior to February 1, 2021 or extend beyond one year following Substantial
Completion; and (iii) the proposed usage for such access to DB Contractor Available Properties.
(c) RCTC shall provide access to DB Contractor Available Properties on
or before the latest date temporary Work is scheduled to start on such parcel in the Project
Schedule; provided such date is no earlier than February 1, 2021. RCTC is not obligated to
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provide access to Available Properties that are not specified in DB Contractor's Notice under
Section 8.1.8(b).
(d) DB Contractor shall comply with all obligations with respect to
encroachment permits, as set out in the License Agreement with respect to each of the DB
Contractor Available Properties.
(e) DB Contractor shall enter into a License Agreement with RCTC with
respect to each of the DB Contractor Available Properties prior to being granted access to such
property.
(f) DB Contractor shall comply with TP Section 9.4.2, as if DB Contractor
Available Properties were Additional Properties.
(g) DB Contractor shall obtain all Government Approvals, pay all
Government Approvals fees and comply with all Government Approvals requirements in
connection with DB Contractor Available Properties, including obtaining necessary approvals of
plans and specifications.
(h) DB Contractor shall pay directly all Costs in connection with access to
and use of DB Contractor Available Properties.
(i) Subject to Section 8.1.8(j), notwithstanding any contrary provision of
this Contract, DB Contractor is not entitled to any increase in the Contract Price or any extension
of a Completion Deadline pursuant to Section 16 or otherwise entitled to make a Claim as a result
of (i) Site conditions associated with any DB Contractor Available Properties (including those
relating to Hazardous Materials, Differing Site Conditions or Utilities); (ii) any delay, liability or cost
associated with the acquisition of any DB Contractor Available Properties.
(j) DB Contractor shall not be responsible for the cost of the removal,
disposal and/or remediation of Known or Suspected Hazardous Materials on DB Contractor
Available Properties.
(k) DB Contractor, at its own cost and risk, shall be solely liable and
responsible for Hazardous Materials Management of any Hazardous Materials that any DB-
Related Entity brings on to or uses at or near DB Contractor Available Properties.
8.2. Access to Temescal Wash
DB Contractor shall not access the Temescal Wash and surrounding areas shown in TP
Attachment 1-1 until DB Contractor:
(a) Provides to RCTC, and receives RCTC's approval of, the Permit
Submittal Packages for the Major Approvals described in TP Section 6.3.5.1;
(b) Provides other information to RCTC, and participates in meetings as
requested by RCTC, in order for DB Contractor to obtain in RCTC's name the Major Approvals
described in TP Section 6.3.5.1; and
(c) Obtains the Major Approvals described in TP Section 6.3.5.1, and any
other Governmental Approvals from Governmental Entities and/or other third parties, including
the City of Corona encroachment permit and Riverside County Flood Control District permit,
necessary for DB Contractor to comply with the requirements of TP Section 6, or that otherwise
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apply to the Work to be performed in the Temescal Wash and surrounding areas shown in TP
Attachment 1-1.
8.3. Utility Relocations
8.3.1. Scope of DB Utility Work
(a) Sections 8.3 through 8.7 describe DB Contractor's responsibilities with
respect to DB Utility Work, and how the risks associated with DB Utility Work are allocated
between RCTC and DB Contractor. TP Section 7 further describes the scope of Work with respect
to DB Utility Work.
(b) DB Contractor shall perform (and the scope of the DB Utility Work
includes) all Relocations and Incidental Utility Work necessary to complete the Project, except
Relocations under Section 8.3.3, and any other efforts expressly identified as "work by others" in
the Utility Information or that this Section 8 or TP Section 7 specifically identifies as the
responsibility of Utility Owners or RCTC, or otherwise specifically excludes from the DB Utility
Work.
(c) The DB Utility Work includes all Work associated with Relocation of
Utilities and Incidental Utility Work, including:
(i) The Work described in Sections 8.3 through 8.7 and TP Section
7;
(ii) Any Betterments added to the scope of the DB Utility Work
pursuant to Section 8.5.1;
(iii) Any Work to be performed by DB Contractor pursuant to
Section 8.1 with regard to acquisition of Utility Easements; and
(iv) Any efforts expressly identified as "work by others" (including
Utility Owners and RCTC) in the Utility Maps or Utility Agreements that this Section 8 or TP
Section 7 expressly identifies as the responsibility of DB Contractor.
(d) Reserved.
(e) The DB Utility Work does not include:
(i) Drafting or negotiating Utility Agreements with Utility Owners
(except that DB Contractor shall fully cooperate and provide assistance to RCTC with preparing
and finalizing Utility Agreements and preparing and issuing any Notices to Owner, as specified in
TP Section 7);
(ii) Except as set out in Section 8.3.1(c)(iv), any efforts expressly
identified as "work by others" (including Utility Owners and RCTC) in the Utility Maps or Utility
Agreements;
(iii) Billing for and collecting payments due from Utility Owners
(except that DB Contractor shall fully cooperate with RCTC, assist in the preparation of estimates
and invoices, and provide supporting documentation, as specified in Section 14.2.2 and in TP
Section 7);
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(iv) Reimbursing Utility Owners for costs they incur in connection
with Relocations (except that this foregoing exclusion shall not limit DB Contractor's obligations
to reimburse RCTC for certain payments to Utility Owners, to indemnify, defend and hold
harmless RCTC and/or Utility Owners with respect to certain matters, and to repair damage to
Utilities caused by any DB-Related Entity, all as specified in this Contract);
(v) Obtaining access to or rights or interests in property for the
benefit of Utility Owners (except that DB Contractor shall perform any duties and bear any costs
that are DB Contractor's responsibility pursuant to Section 8.1 and/or TP Section 9, and DB
Contractor shall at all times accommodate work by, and cooperate with, Utility Owners in
performing each party's obligations and exercising each party's rights under the applicable Utility
Agreements); and
(vi) Relocations under Section 8.3.3.
(f) Relocations may be necessary upon discovery of the following
conditions: (i) a physical conflict exists between the Project and a Utility (including their respective
construction, operation, maintenance, or use); and/or (ii) a conflict exists between the Project, as
designed, and a Utility based on the applicable Utility Standards, Governmental Approvals, and/or
Governmental Rules (even though there is no physical conflict). The limits of Relocation of
existing Utilities extend as far as necessary to accommodate or permit construction of the Project
in accordance with the foregoing, whether inside or outside the Planned ROW Limits. DB
Contractor shall ensure that all Relocations are compatible, interface properly, and do not conflict
with the Project.
(g) Certain Utilities being Relocated are also being modified to provide
service to the Project (i.e., they are "New Utilities"). This Section 8.3 and all other provisions of
this Contract pertaining to Relocations apply to such New Utilities. Any New Utilities that do not
also involve Relocation Work, however, are not subject to provisions in the Contract pertaining to
Relocations. The scope of DB Contractor's responsibilities relating to the New Utilities is
addressed in TP Sections 15.3.3.1 and 21.3.7.
8.3.2. Agreements with Utility Owners
(a) If any Utilities are identified after the Setting Date as requiring
Relocation, RCTC will prepare, negotiate and enter into additional Utility Agreements with the
applicable Utility Owners setting out the details for the applicable Relocation(s).
(b) DB Contractor shall provide such assistance as RCTC shall reasonably
require, as provided in TP Section 7 with respect to any subsequently entered Utility Agreement.
DB Contractor shall not be a party to any Utility Agreement and shall have no authority to enter
into Utility Agreements on RCTC's behalf.
(c) Subject only to DB Contactor's entitlement, if any, to a Change Order
under Section 16.12, DB Contractor shall:
(i) Comply with the terms and conditions of all Utility Agreements;
and
(ii) Timely perform DB Contractor's obligations under each Utility
Agreement together with any of RCTC's obligations under each Utility Agreement that are
delegated to DB Contractor under this Contract.
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(d) If applicable, and in accordance with TP Section 7.2.4, RCTC shall
issue FD Notices to Owner and Construction Notices to Owner for any Relocations to be
performed by Utility Owners, except as otherwise provided in TP Section 7.2.6. DB Contractor
shall not issue or negotiate FD Notices to Owner or Construction Notices to Owner, but shall
provide such assistance as RCTC shall reasonably require, including attendance at meetings,
preparation of such designs, reports, documentation, and information as RCTC may require for
RCTC's meetings with the Utility Owners, and preparation of exhibits.
8.3.3. Responsibility for Relocations
(a) For any known, unknown or misidentified Utility that requires
Relocation, the corresponding Utility Owner will be responsible for design, construction and/or
materials procurement, in accordance with TP Section 7.2.6 and as otherwise provided under the
applicable Utility Agreement.
(b) For purposes of this Section 8.3.3 and TP Section 7.2.6, references to
responsibility for design and construction of Relocations includes all tasks customarily associated
with a Relocation; except that DB Contractor shall coordinate with Utility Owners as necessary in
order to accomplish the Relocations in compliance with the requirements of this Contract.
8.3.4. Incidental Utility Work
(a) DB Contractor shall provide all designs for Incidental Utility Work it
performs, unless a Utility Owner provides such designs under the applicable Utility Agreement.
(b) DB Contractor shall not be required to provide a credit or reimburse
RCTC on account of any Incidental Utility Work performed by a Utility Owner, even if RCTC is
required to reimburse the Utility Owner for such work.
8.3.5. Work Not Assigned to DB Contractor in a Utility Agreement
(a) RCTC may issue a Directive Letter or Change Order requiring DB
Contractor to perform Relocation Work regardless of whether the Work is covered under a Utility
Agreement, and regardless of the assignment of responsibility for such Work under the applicable
Utility Agreement or this Contract. In such case, Relocation Work shall be treated as if a Utility
Agreement has been executed that requires DB Contractor to perform the Work in question. If
the Utility Owner objects to such direction to proceed, then Section 8.6 shall apply.
(b) DB Contractor shall ensure that the Project Schedule includes sufficient
time for all required Relocations (without regard to whether a Relocation is performed by DB
Contractor or by the affected Utility Owner or its contractors). Accordingly, any reallocation of
responsibility for Relocation work between DB Contractor and a Utility Owner shall not entitle DB
Contractor to any compensation, time extension or otherwise make any Claim under this Contract.
8.3.6. Bonds and Insurance Increase or Change for DB Utility Work
(a) Utility Owners whose Relocations are included in the DB Utility Work
may, upon request, require DB Contractor to:
(i) Add the Utility Owner as an additional obligee to the Payment
Bonds and Performance Bonds, to the extent of the amount of the applicable DB Utility Work;
provided that the Payment Bonds and Performance Bonds continue to cover the full amounts
required by RCTC, with no riders that reduce RCTC's potential of recovery; or
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(ii) Provide separate bonds satisfactory to the Utility Owners to
cover such DB Utility Work.
(b) DB Contractor shall procure from and provide all information necessary
for the bonds required under Section 8.3.6(a) to the surety(ies) providing such bonds.
(c) DB Contractor shall include the cost (or the allocable cost, as
applicable) of any applicable bond premiums in all cost estimates it provides for DB Utility Work.
(d) Without limiting the requirements of Section 11, DB Contractor shall
comply with all insurance requirements established in the applicable Utility Agreement(s). Such
insurance shall be provided by naming the applicable Utility Owner as an additional insured on
the insurance provided by DB Contractor and any Subcontractor pursuant to Section 11, to the
extent it satisfies the requirements of the Utility Agreement(s).
8.4. Accuracy of RCTC-Supplied Information Concerning Existing Utilities
8.4.1. Main or Trunkline Utilities
RCTC's and DB Contractor's entitlements to Change Orders for certain inaccuracies in
the Utility Information regarding Main or Trunkline Utilities are described in Section 16.12
8.4.2. All Other Utilities
(1) DB Contractor acknowledges that:
(b) Except as expressly provided in Section 16.12 with respect to Main or
Trunkline Utilities, any information with respect to Utilities (including their existence, location,
ownership, occupancy rights, type, material, status, usage or any other characteristic including
the Proposed Dispositions for any Utilities or how the Proposed Dispositions will be accomplished)
provided in the Utility Information, or elsewhere in the Reference Documents or this Contract, is
for informational purposes only, is preliminary, has not been verified and shall not be relied upon
by DB Contractor;
(c) The information with respect to Utilities described in Section 8.4.2(b)
does not identify most Service Lines at the Site and may not identify all non -Service Line Utilities
at the Site. DB Contractor shall verify all information with respect to Utilities included in the Utility
Information, and elsewhere in the Reference Documents or this Contract, and shall perform its
own investigations as provided in TP Section 7.3.2; and
(d) DB Contractor is not entitled to any adjustment to the Contract Price
(either up or down) or an extension of any Completion Deadlines on account of any inaccuracies
in the Utility Information, other Reference Documents or this Contract, with respect to any Utility
(including its existence, location, ownership, type, material, status, usage and/or any other
characteristic), unless otherwise expressly allowed pursuant to Section 16.12.
8.4.3. Acknowledgements and Waivers
(a) The Parties specifically intend to delegate to DB Contractor the
obligation to perform all responsibilities with respect to identification of Utilities, and to allocate to
DB Contractor all risk of increased costs and time of the Work resulting from having to repair,
remove, relocate, or Protect in Place any Utilities not identified or misidentified in the Utility
Information, other Reference Documents, and this Contract, except as otherwise provided in
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Section 16.12 with respect to Main or Trunkline Utilities. DB Contractor acknowledges and agrees
that the provisions of Section 16.12 satisfy RCTC's obligations pursuant to Government Code
section 4215.
(b) DB Contractor acknowledges and agrees that:
(i) If the Parties' delegation to DB Contractor of the obligation
described in Section 8.4.3(a) is deemed ineffective, RCTC shall be entitled to a credit against the
Contract Price equal to the actual costs incurred by RCTC to cause performance of the obligations
and satisfaction of the liabilities from which DB Contractor is thereby relieved; and
(ii) The acknowledgements, waivers and agreements in
Section 8.4.3(a) extend to and include any rights that DB Contractor might otherwise claim under
Chapters 11-4.3 and 11-2.4 of RCTC's ROW Policies and Procedures Manual.
8.4.4. DB Contractor's Failure to Timely and Accurately Identify Utilities
If any Utility potentially requiring Protection in Place or Relocation is not identified fully and
accurately in the final Utility Strip Map that DB Contractor submits to RCTC in accordance with
Section 6.4.3(a), then DB Contractor shall (i) reimburse RCTC for the increase (if any) in the
amount that RCTC owes to the Utility Owner for such Protection in Place or Relocation (including
with respect to the acquisition of Utility Easements) that could have been avoided if the Utility had
been fully and accurately identified (and the actual field conditions addressed) in the final Utility
Strip Map; and (ii) DB Contractor shall also bear the schedule impact of such Protection in Place
or Relocation and shall not be entitled to any compensation, extension of time of otherwise make
a Claim under this Contract. Without limiting Section 14.3.2, DB Contractor shall pay any amount
under this Section 8.4.4 to RCTC within ten Business Days after receipt of RCTC's invoice
therefor, or, in RCTC's discretion, RCTC may deduct the amount of reimbursement due from the
payment (or payments, if necessary) next due to DB Contractor under this Contract.
8.4.5. Changes by DB Contractor
(a) For purposes of this Section 8.4.5, a Project design change that
impacts Relocations is a change in Project plans that requires Relocation of a Utility that was not
listed on the Preliminary Utility Matrix.
(b) DB Contractor acknowledges and agrees that:
(i) Through the design and construction of the Project, DB
Contractor may have opportunities to reduce the costs of certain portions of the Work, which may
increase the costs of certain other portions of the Work or of Relocation work to be performed by
Utility Owners;
(ii) In considering such opportunities, DB Contractor shall consider
the impact of Project design changes on Relocations with the overall goal of minimizing the
necessity for Relocations to the extent practicable, in compliance with Section 8.7; and
(iii) Except for cost increases or decreases resulting from
Necessary Basic Configuration Changes or RCTC-Directed Changes in Project design affecting
Relocation work, and notwithstanding any other contrary provision of this Contract, the following
rules shall apply with respect to Project design changes during the course of the Project which
either reduce the nature or extent of or eliminate any Relocation, or result in unanticipated
Relocations or an increase in the nature, extent, or costs of anticipated Relocations:
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(1) DB Contractor is not entitled to extension of any
Completion Deadline on account of delays resulting from any such Project design changes
(including delays in acquisition of Utility Easements by RCTC or Utility Owners or delays in
performing any Relocations);
(2) DB Contractor is not entitled to any increase in the
Contract Price for any additional costs DB Contractor incurs as a result of such Project design
changes (including additional costs of DB Utility Work, the costs of any additional Work on other
aspects of the Project undertaken in order to facilitate the avoidance or minimization of
Relocations, and increased costs resulting from any Site conditions associated with Utility
Easements made necessary by such design changes);
(3) If RCTC incurs any additional costs as a result of such
design changes (including any increases in reimbursement for Utility Easement acquisition costs
or other amounts owed by RCTC to Utility Owners, e.g. for work which is unusable or which must
be redone), then without limiting Section 14.3.2, DB Contractor shall reimburse RCTC for such
costs within ten days after receipt of RCTC's invoice for such work; and
(4) RCTC is not entitled to a credit on account of reductions
in the cost of the Work due to any such avoided or minimized Relocations.
(c) This Section 8.4.5 shall not apply to any changes in design made to
accommodate any change in Utility Standards or Change in Law.
8.5. Utility Enhancements
8.5.1. Betterments
Betterments shall be addressed as provided in this Section 8.5.1 and in TP Section
7.2.7.4.
(a) Notwithstanding any other provision of this Section 8.5.1, DB
Contractor cannot claim a Betterment for any work initially included in the Work as described in
the Contract, including any Utility Agreement.
(b) Any Utility Owner may request that RCTC permit DB Contractor to
perform Betterments as part of the DB Utility Work, at the Utility Owner's expense. RCTC may
approve or deny a Utility Owner's request for a Betterment. DB Contractor shall provide RCTC
with such information, analyses and certificates as may be requested by RCTC in connection with
the possible addition of a Betterment to the DB Utility Work.
(c) If RCTC approves any such Betterment request, DB Contractor shall
be required to perform such work, with the right to receive additional payment and, if allowed
pursuant to Section 8.5.1(e), an extension of any affected Completion Deadline. Work performed
pursuant to such Betterment request shall be performed on a time and materials basis in
accordance with Section 16.10 unless RCTC, the Utility Owner and DB Contractor agree upon a
lump sum price or other pricing method for such additional Betterment work.
(d) A Betterment approved by RCTC will be added to the scope of the Work
by execution of an agreement between RCTC and the Utility Owner providing for performance of
such work as a Betterment. In such event, RCTC agrees to issue a Change Order increasing the
Contract Price on account of any Betterment added to the Work pursuant to this Section 8.5.1.
The amount of any such Change Order shall be a direct pass -through of the price determined in
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accordance with Section 8.5.1(c) as set forth in the applicable agreement between RCTC and the
Utility Owner (with no additional mark-ups, profit or overhead) or, if no such price has been
negotiated, an amount determined in accordance with Section 16.10. DB Contractor shall not be
entitled to any compensation, time extension or any other Claim for a Betterment, unless the work
in question (i) has been approved by RCTC (including the amount of any compensation and extent
of any time extension) and identified as a Betterment in the applicable agreement, and (ii) was
not initially included in the Work. DB Contractor shall not accept any payment directly from the
Utility Owner for any Betterment initially included in or added to the Work. Any change in the
scope of Work pursuant to this Section 8.5.1 shall not be considered an RCTC-Directed Change.
(e) If the addition of an approved Betterment to the Work causes delay to
a Critical Path, then DB Contractor shall be entitled to an extension of any affected Completion
Deadline, but only if DB Contractor complies with the requirements stated in this Section 8.5.1(e)
and Section 16. If DB Contractor anticipates that a proposed Betterment would cause delay to a
Critical Path, DB Contractor shall submit an Eligible Change Notice to RCTC in accordance with
Section 16.5.1; provided, however, that such Eligible Change Notice shall be delivered to RCTC
concurrently with DB Contractor's submittal to RCTC of Utility Plans providing for such Betterment
(in lieu of the deadline specified for delivery of an Eligible Change Notice in Section 16.5.1(a)). If
DB Contractor delivers to RCTC more than one version of Utility Plans providing for such a
Betterment, DB Contractor shall include an Eligible Change Notice with each version.
Notwithstanding any contrary provision of the Contract, if DB Contractor fails to timely provide a
notice required by this Section 8.5.1(e), DB Contractor shall be deemed to have irrevocably
waived and forfeited any Claim or right to a time extension or additional compensation, and shall
be precluded from any relief on account of any delay caused by such Betterment, regardless of
(a) any contrary provision of this Contract, (b) Actual Knowledge on the part of RCTC and (c) any
alleged lack of prejudice to RCTC from late notice.
(f) If DB Contractor's Work with regard to any Betterment previously added
to the Work (pursuant to this Section 8.5.1) is reduced or eliminated, then RCTC shall be entitled
to a deductive Change Order equal to the full amount added to the Contract Price pursuant to
Section 8.5.1(d)) if an added Betterment is being deleted entirely; otherwise, RCTC shall be
entitled to a deductive Change Order determined in accordance with Section 16.9.4.
(g) DB Contractor shall promptly provide Notice to RCTC of any requests
or requirements by Utility Owners that DB Contractor considers to be Betterments, and shall keep
RCTC informed as to the status of discussions with Utility Owners concerning such requests and
requirements. If DB Contractor and the Utility Owner disagree as to whether a particular Utility
Owner request or requirement is a Betterment, DB Contractor shall notify RCTC and the
provisions of this Section 8.5 shall apply.
(h) Except as otherwise provided in this Section 8.5.1, any Change Order
requested by DB Contractor to extend a Completion Deadline or increase the Contract Price on
account of a Betterment shall be addressed in accordance with the requirements and procedures
set forth in Section 16.
(i) Except as otherwise provided in this Section 8 or in TP Section 7, all
the terms and conditions of the Contract which apply to the DB Contractor Utility Work shall apply
to any Betterment initially included in the Work or added to the Work pursuant to this Section
8.5.1.
8.5.2. Utility Owner Projects
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(a) If requested by a Utility Owner, DB Contractor may design and/or
construct any Utility Owner Project meeting the requirements of Section 8.5.2(b); however, DB
Contractor shall perform any such work pursuant to a separate contract between DB Contractor
and the Utility Owner, outside of the Contract and the Work, and without any right to a Change
Order or impact on any Completion Deadline or on the Contract Price.
(b) DB Contractor shall not proceed with any Utility Owner Project that is
incompatible with the Project or cannot be performed within the constraints of the applicable
Governmental Rules, the Governmental Approvals and this Contract, including the Completion
Deadlines and the Contract Price, in each case, as determined by RCTC, in its sole discretion.
DB Contractor shall provide RCTC with such information, analyses and certificates as RCTC_may
request in order to determine compliance with this Section 8.5.2.
8.6. Failure of Utility Owners to Cooperate
8.6.1. DB Contractor shall make diligent efforts to obtain the cooperation of each
Utility Owner as necessary for the Project.
8.6.2. DB Contractor shall provide Notice to RCTC immediately if:
(a) DB Contractor reasonably believes for any reason that any Utility
Owner would not undertake or permit a Relocation in a manner consistent with the timely
completion of the Project or in accordance with the applicable Utility Agreement, Governmental
Rules, the Governmental Approvals, or this Contract;
(b) DB Contractor becomes aware that a Utility Owner is not cooperating
in providing needed work, reviews, comments, or approvals; or
(c) Any other dispute arises between DB Contractor and any Utility Owner
with respect to the Project, including any dispute as to whether a particular Utility Owner request
or requirement is a Betterment.
8.6.3. After giving Notice in accordance with Section 8.6.2, DB Contractor shall:
(a) Continue to diligently pursue the Utility Owner's cooperation or to
otherwise resolve the dispute, and may request RCTC's assistance for such purposes;
(b) Include in any request for assistance evidence satisfactory to RCTC
showing that DB Contractor has made diligent efforts to obtain the Utility Owner's cooperation or
to otherwise resolve the dispute, but that such efforts have not succeeded; and
(c) Provide RCTC with such evidence and information as RCTC requests
regarding the Utility Owner's failure to cooperate and the effect of any resulting delay on the
Project Schedule.
8.6.4. Following RCTC's receipt of satisfactory evidence and information under
Section 8.6.3(c), RCTC shall take such reasonable steps as DB Contractor may request to obtain
the cooperation of the Utility Owner or resolve the dispute and DB Contractor shall comply with
Section 8.11.1(a)(iii); except that RCTC is not obligated to take legal action against an
uncooperative Utility Owner unless RCTC elects to do so in its sole discretion.
8.6.5. If a Utility Owner fails to complete work for which it is responsible on or before
the deadline established in the applicable Utility Agreement(s), or if RCTC reasonably determines
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that the Utility Owner will be unable to timely complete such work, then RCTC may, if permitted
by applicable Governmental Rules or the applicable Utility Agreement(s), terminate the Utility
Owner's performance of such work and either direct DB Contractor to perform such work or cause
it to be performed by another contractor. If RCTC directs DB Contractor to perform work pursuant
to this Section 8.6.5, then the provisions of Section 8.3.5 shall apply.
8.6.6. Monitoring and Notification
DB Contractor shall verify progress of each Utility Owner's work and provide Notice to
RCTC when DB Contractor believes that any Utility Owner will not meet a deadline determined
pursuant to Section 8.6.5. DB Contractor shall provide Notice to RCTC within two Business Days
after discovery of such potential delay.
8.7. Avoiding Relocations and Minimizing RCTC Costs
8.7.1. DB Contractor shall use its best efforts to minimize costs to Utility Owners that
will be subject to reimbursement by RCTC (provided that DB Contractor has Actual Knowledge
of RCTC's reimbursement obligation or has been advised of such reimbursement obligation,
whether by receipt of Utility Agreements providing for same, or by other notice from RCTC), to
the extent practical and allowable pursuant to this Contract.
8.7.2. Subject to Section 8.7.1, DB Contractor shall consider the location of Utilities
and the potential impact of Relocations in developing and finalizing the design of the Project, with
the goal of minimizing Relocations to the extent practical and allowable pursuant to this Contract.
8.7.3. DB Contractor shall reimburse RCTC for any costs RCTC incurs as a result of
DB Contractor's failure to comply with the requirements of this Section 8.7 (including with respect
to the acquisition of Utility Easements). Without limiting the generality of the foregoing, DB
Contractor shall reimburse RCTC for any payments RCTC makes to Utility Owners in
reimbursement for Relocations (whether temporary or permanent) not necessary for the Project
but undertaken merely for DB Contractor's convenience. Without limiting Section 14.3.2, all
reimbursement amounts required pursuant to this Section 8.7 (plus an administrative charge
equal to 10% of the amount) shall be due within ten days after DB Contractor receives RCTC's
request for reimbursement.
8.7.4. DB Contractor shall use best efforts to avoid multiple Relocations or
Protections in Place of the same Utility, whether by the Utility Owner or by DB Contractor.
Accordingly, after a Utility has been Relocated or Protected in Place once in order to
accommodate the Project, DB Contractor shall be responsible for all costs incurred by any of DB
Contractor, the Utility Owner or RCTC in order to subsequently Relocate or Protect in Place such
Utility to accommodate the Project. If the Utility Owner performs such subsequent Relocation or
Protection in Place at RCTC's expense, then DB Contractor shall reimburse RCTC for all amounts
paid by RCTC to such Utility Owner in reimbursement for such subsequent Relocation or
Protection in Place. If DB Contractor performs such subsequent Relocation or Protection in Place,
then DB Contractor shall not receive any extension of any Completion Deadline or increase in the
Contract Price on account of the performance of such subsequent Relocation or Protection in
Place.
8.7.5. DB Contractor shall provide documentation satisfactory to RCTC showing that
the required analysis was performed and an appropriate determination made regarding the need
for any Relocation, and shall also bear the burden of proving that the amount of any additional
costs or time incurred by DB Contractor are both necessary and reasonable.
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8.7.6. Coordination Costs
DB Contractor is not entitled to any increase in the Contract Price for any costs of
coordinating with Utility Owners.
8.7.7. Cost Liability; Reimbursement by Utility Owners
DB Contractor may not collect reimbursement from Utility Owners for DB Utility Work.
Subject to DB Contractor's right to obtain an increase in the Contract Price for certain Work in
accordance with this Section 8, all DB Utility Work is included in the Contract Price, regardless of
whether RCTC or the Utility Owner has Cost Liability for such DB Utility Work. Accordingly, the
determination of Cost Liability for a Relocation (as between the Utility Owner and RCTC), and/or
RCTC's collection of reimbursement from any Utility Owner, shall not constitute grounds for any
change in the Contract Price (either up or down) or extension of time.
8.7.8. Voluntary Action by DB Contractor
If DB Contractor elects to make payments to Utility Owners or to undertake any other
efforts which are not required by the terms of this Contract, DB Contractor is not entitled to any
compensation, time extension or any other Claim unless DB Contractor has received a Directive
Letter or Change Order to do so. DB Contractor shall promptly notify RCTC of the terms of any
such arrangements and provide RCTC with copies of all related correspondence and agreements.
8.7.9. RCTC's Utility Easement Acquisition Costs
If, due to a circumstance entitling DB Contractor to a Change Order for increased costs
pursuant to any of Sections 8.3 through 8.7 or Section 16, RCTC incurs additional costs in
acquisition of a Utility Easement which DB Contractor is otherwise required to reimburse pursuant
to Section 8.1.3(d), then DB Contractor is not required to reimburse RCTC for such additional
costs, notwithstanding the provisions of Section 8.1.3(d).
8.8. Process to Follow Upon Discovery of Certain Site Conditions
8.8.1. Notification to RCTC
(a) If DB Contractor discovers or becomes aware of within the Site (1) any
material that DB Contractor believes may contain Hazardous Materials required to be removed
or treated in accordance with this Contract or applicable Governmental Rules, (2) any Differing
Site Conditions, or (3) any other protected resources that may affect the Work, DB Contractor
shall immediately:
(i) Notify RCTC by telephone or in person, to be followed
immediately by Notice, with a copy of the Notice provided directly to Department (if it relates to
Hazardous Materials); and
(ii) Except where DB Contractor is required to take immediate
action under this Contract or applicable Governmental Rules, stop Work in and secure the area
unless the materials are Known or Suspected Hazardous Materials in which case Section 8.9 will
apply.
(b) DB Contractor's Notice under Section 8.8.1(a)(i) shall:
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(i) Specify the nature of the discovery, including, if possible,
whether the potential Hazardous Material is HM-1 or HM-2;
(ii) Specify whether the Hazardous Material is located within
Existing Department ROW; and
(iii) Advise RCTC of any obligation to notify Governmental Entities
under applicable Governmental Rules and Governmental Approvals.
(c) Except where DB Contractor is required to take immediate action under
this Contract or applicable Governmental Rules, RCTC and Department shall have three
Business Days after RCTC receives Notice to inspect the area and consult with DB Contractor
about the recommended approach before any other action is taken that would inhibit RCTC's or
Department's ability to ascertain the nature and extent of the discovery.
8.8.2. RCTC Response
(a) Upon receipt of Notice under Section 8.8.1(a)(i), RCTC will:
(i) View the location and conduct such further investigation as
RCTC deems appropriate; and
(ii) Use reasonable efforts to provide Notice to DB Contractor within
three Business Days of receiving Notice under Section 8.8.1(a)(i) whether Work should be
resumed, whether further investigation is required, whether additional action is required to be
undertaken by DB Contractor, or whether in RCTC's opinion the situation falls within the scope of
Section 8.9.3.
(b) If Hazardous Materials or Contaminated Groundwater is involved,
RCTC's Notice under Section 8.8.2(a)(ii) shall describe the type of remediation measures, if any,
that DB Contractor is to undertake with respect to such Hazardous Materials or Contaminated
Groundwater.
(c) If any Governmental Approval or this Contract specifies a procedure to
be followed that differs from the procedure in this Contract, DB Contractor shall follow the
procedure in the Governmental Approval or this Contract in lieu of the procedure in Section 8.8.1.
(d) RCTC may require DB Contractor to recommence Work in the area at
any time, even though an investigation may still be ongoing. DB Contractor shall promptly
recommence Work in the area upon Notice from RCTC to do so. Upon recommencing Work, DB
Contractor shall follow all applicable procedures contained in this Contract and all other
Governmental Rules with respect to such Work, consistent with RCTC's determination or
preliminary determination regarding the nature of the material or condition and the basis upon
which DB Contractor may recommence Work.
8.9. Hazardous Materials Management
8.9.1. Procedures and Compensation for Hazardous Materials Management
(a) Except for Hazardous Materials Management with respect to HM-1
undertaken by Department under Section 8.9.3, DB Contractor shall test, manage, treat, handle,
store, remediate, remove, transport (where applicable), document and dispose of all Hazardous
Materials, including Contaminated Groundwater, and perform all other aspects of Hazardous
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Materials Management as appropriate, in accordance with Governmental Rules, Governmental
Approvals, the approved plans required to be provided under TP Section 6.3, and all provisions
of this Contract.
(b) Where the discovery relates to quantities of Hazardous Materials that
trigger any reporting, investigation, remediation, other response action requirements under any
Environmental Law not covered by Section 8.9.3, develop and obtain RCTC's approval of a plan
to undertake Hazardous Materials Management, which plan shall provide for reasonable steps,
including design modifications and/or construction techniques, to avoid excavation, dewatering or
other active, intrusive management in areas where Hazardous Materials are encountered.
(c) Where excavation or dewatering is unavoidable, DB Contractor shall
use appropriately trained personnel and shall select the most cost-effective approach to
Hazardous Materials Management, unless otherwise directed by RCTC. Wherever feasible and
consistent with applicable Governmental Rules, contaminated soil and groundwater shall not be
disposed off -Site.
(d) DB Contractor shall: (i) comply with all Governmental Rules and
Governmental Approvals applicable to Hazardous Materials brought onto the Site by any DB-
Related Entity; (ii) test, contain, store, manage, transport and dispose of all such Hazardous
Materials in accordance with this Contract and all Governmental Rules and Governmental
Approvals; and (iii) pay all penalties, expenses (including attorneys' fees and costs), costs, suits,
judgments, claims, actions, damages (including damages to natural resources, property or
Persons), delays and liability arising in connection with such Hazardous Materials.
8.9.2. Hazardous Materials Generator
(a) Subject to Section 8.9.2(b), as between DB Contractor and RCTC,
RCTC shall be considered the generator and assume generator responsibility for (i) existing
Hazardous Materials located within the RCTC-Provided Property as of the date of issuance of
NTP1; and (ii) any spill of Hazardous Material by a third party that falls within clause (i), sub -
clause (iv) of the definition of Delay Event.
(b) Section 8.9.2(a) does not alter or modify DB Contractor's obligation to
undertake all Hazardous Materials Management, specifically including the hazardous waste
management responsibilities found at 40 CFR Part 261, but excluding Hazardous Materials
Management undertaken by Department under Section 8.9.3. DB Contractor may list RCTC as
the "generator" under applicable Governmental Rules of materials covered under Section 8.9.2(a)
on all manifests and other waste tracking records.
(c) DB Contractor shall propose to RCTC the destination facility to which
existing or third party -generated Hazardous Materials will be transported. RCTC shall exercise
reasonable discretion regarding selection of such destination facilities.
(d) This Section 8.9.2 does not preclude or limit any rights or remedies that
RCTC may have against any Governmental Entity or other third parties, including prior owners,
lessees, licensees and occupants of properties on or under which Hazardous Materials exist
under Sections 8.9.2(a)(i) or 8.9.2(a)(ii). Notwithstanding the foregoing, DB Contractor (and not
RCTC) shall be considered the generator and assume generator responsibility for performing the
obligations and all Costs associated with any Release(s) of Hazardous Materials for which DB
Contractor is responsible under Section 23.1.1(g).
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8.9.3. HM-1 in Existing Department ROW
(a) Pursuant to the terms of the Department Cooperative Agreement,
Department is responsible for Hazardous Materials Management of HM-1 discovered within the
Existing Department ROW excluding any costs of testing to determine whether such material is
HM-1 which shall be borne by DB Contractor under this Contract. If HM-1 is discovered within
the Existing Department ROW, Department may either (i) undertake the Hazardous Materials
Management with Department forces or contractors or (ii) delegate the Hazardous Materials
Management investigation work to RCTC, to be undertaken by DB Contractor in which case
Section 8.8.2 will apply as if RCTC had received a Notice from DB Contractor under Section
8.8.1(a)(i).
(b) Upon receipt of the Notice under Section 8.8.1(a)(i), Department or its
representative has three Business Days to investigate and commence Hazardous Materials
Management of any HM-1 located within the Existing Department ROW. Upon commencement
of the applicable Hazardous Materials Management, Department has an additional seven days to
complete such Hazardous Materials Management.
(c) During the period of Department's investigation and Hazardous
Materials Management of any HM-1 discovered within the Existing Department ROW, DB
Contractor shall fully cooperate with RCTC to work around and re -sequence and redeploy around
the area, including rescheduling Work so as to avoid any delay to the overall Project.
8.9.4. Environmental Approvals Relating to Hazardous Materials
DB Contractor shall obtain, maintain and comply with all Governmental Approvals relating
to Hazardous Materials Management performed by DB Contractor, including federal and State
surface water and groundwater discharge permits, permits for recycling or reuse of Hazardous
Materials, and Governmental Approvals governing the preparation of waste profiles, waste
manifests and bills of lading. DB Contractor shall coordinate with RCTC on obtaining appropriate
signatures.
8.9.5. Public Contract Code Section 7104
DB Contractor acknowledges and agrees that, as a result of its agreement to undertake
the risk of and responsibility for differences in site conditions from those which may have been
anticipated by DB Contractor, and except to the extent that a Change Order is allowed under
Section 16, information regarding site conditions included in the Technical Provisions, Project
Schematics and other Reference Documents (including any information, reports, or studies about
site conditions, geotechnical conditions, Utilities or structure and bridge design, and any
interpretations, extrapolations, analyses and recommendations contained in the Reference
Documents) shall not be considered "indicated" therein as such term is used in Public Contract
Code section 7104. To the maximum extent permitted by law, DB Contractor knowingly,
unconditionally, irrevocably and specifically waives each and every right and benefit of Public
Contract Code section 7104 to the extent that it may be inconsistent with any provision of this
Contract, including the provisions in Section 16. DB Contractor acknowledges and agrees that
this waiver and the risk allocations in this Contract are material consideration for RCTC to award
this Contract to DB Contractor and to enter into this Contract. The foregoing shall in no way affect
DB Contractor's rights to an increase in the Contract Price and/or extension of a Completion
Deadline as and to the extent provided in Section 16.
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8.10. Environmental Compliance, Mitigation, and Approval Requirements
8.10.1. Environmental Compliance
DB Contractor shall:
(a) Comply with all Environmental Laws in performance of the Work, and
with all other conditions and requirements of this Contract and Governmental Approvals issued
under such Environmental Laws, whether obtained by RCTC or DB Contractor, including the
requirements in the RCTC-Provided Approvals and TP Section 6;
(b) Perform or cause to be performed all environmental mitigation
measures required under this Contract, the Environmental Approvals, and other Governmental
Approvals that apply to the Work, and shall comply with all other conditions, and requirements
thereof; and
(c) Abide by and comply with the commitments contained in subsequent
re-evaluations, re -validations, and modifications of Environmental Approvals.
8.10.2. DB Contractor shall reimburse RCTC for RCTC's costs of technical studies and
documentation, including biological and cultural resource studies, prepared in connection with
any such environmental re-evaluations, re -validations, and new or modified Environmental
Approvals, other Governmental Approvals and any other approvals, authorizations and consents
required for the Work, unless such items are due to a Necessary Basic Configuration Change
pursuant to Section 16.
8.10.3. Performance of Mitigation Measures
(a) DB Contractor shall perform all environmental mitigation measures
(which term shall be deemed to include all requirements of the RCTC-Provided Approvals and
similar Governmental Approvals and the New Approvals which Section 8.11 provides are
DB Contractor's responsibility, regardless of whether such requirements would be considered to
fall within a strict definition of the term) for the Project, excluding only those which are expressly
specified as RCTC's responsibility in TP Attachment 6-1 and this Section 8.10.
(b) DB Contractor shall monitor the progress of performance of
environmental mitigation measures and provide periodic reports to RCTC as required by the
Environmental Management Plan, the requirements in TP Attachment 6-1 that are specified as
being the responsibility of DB Contractor, and TP Section 6.
(c) DB Contractor acknowledges and agrees that the Environmental
Management Plan may be updated from time to time to account for any revisions in mitigation
requirements. Whenever a New Approval is obtained which changes the existing environmental
mitigation requirements or adds new environmental mitigation requirements, the Environmental
Management Plan will be revised to include such amendments or new requirements, and DB
Contractor shall comply with the revised plan from and after the date it receives the revised plan.
(d) No Change Order shall be allowed in connection with any update or
revision to the Environmental Management Plan except that (a) Change Orders shall be issued
for additional Work resulting from New Approvals which are RCTC's responsibility as specified in
Section 8.11.3(a), and (b) if DB Contractor believes that any revision represents an RCTC-
Directed Change, it may seek a Change Order on that basis in accordance with the requirements
of, and subject to the limitations in Section 15 and Section 16.
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8.11. Approvals
8.11.1. Governmental Approvals and Third Party Agreements
(a) DB Contractor shall:
(i) Obtain and pay the cost of obtaining all Governmental
Approvals required in connection with the Project (except to the extent RCTC has expressly
agreed to be responsible under Section 8.10 or with respect to RCTC-Provided Approvals);
(ii) Comply with all conditions imposed by and undertake all actions
required by and all actions necessary to maintain in full force and effect all Governmental
Approvals, except to the extent that this Contract expressly assigns responsibility for performance
of such actions to another Person;
(iii) Provide such assistance as is reasonably requested by RCTC
in dealing with any Governmental Entity or Utility Owner and/or in prosecuting and defending
lawsuits in any and all matters relating to the Project. Such cooperation shall include DB
Contractor's staff and consultants acting as witnesses in such lawsuits and proceedings and
providing testimony, information, reports, graphs, photos, plans, renderings, and similar materials
to RCTC's counsel, executing declarations, attending meetings and hearings. RCTC shall remit
to DB Contractor any amounts collected on DB Contractor's behalf as a result of any such action
or proceeding. This provision is not intended to require DB Contractor to provide legal services
for the benefit of RCTC and any assistance provided by RCTC shall not relieve DB Contractor of
its sole and primary responsibility for the satisfactory compliance with its obligations under this
Contract;
(iv) Prior to submitting to a Governmental Entity any application for
a Governmental Approval (or any proposed modification, renewal, extension or waiver of a
Governmental Approval or provision thereof), DB Contractor shall submit the same, together with
any supporting environmental or technical studies, data and analyses, to RCTC. RCTC may
approve any application for a proposed modification, renewal, extension or waiver of an RCTC-
Provided Approval. All other applications for Governmental Approvals shall be subject to RCTC's
review and comment; and
(v) Promptly provide RCTC and Department with copies of all
Governmental Approvals and any other permit, license, consent, authorization, approval or similar
document issued to DB Contractor by, or agreement entered into between DB Contractor and any
Governmental Entity, Utility Owner, BNSF, property owner or other third party relating to the
Project.
(b) If DB Contractor wishes to pursue Additional Properties, or any other
Deviation from any Governmental Approvals, including RCTC-Provided Approvals, DB Contractor
shall first comply with, and obtain and maintain, as applicable, any consent, approval or waiver
required pursuant to, then -existing agreements between RCTC and other Governmental Entities.
(c) Upon DB Contractor's request, RCTC will reasonably cooperate with
DB Contractor in providing DB Contractor with copies of the applicable agreements between
RCTC and other Governmental Entities.
(d) If any Governmental Approvals required to be obtained by DB
Contractor (including Major Approvals) must formally be issued in the name of RCTC, DB
Contractor shall undertake all efforts to obtain and maintain such approvals subject to RCTC's
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reasonable cooperation with DB Contractor, at DB Contractor's expense (except in connection
with Governmental Approvals required solely due to an RCTC-Directed Change), including
execution and delivery of appropriate applications and other documentation in form approved by
RCTC. DB Contractor shall assist RCTC in obtaining any Governmental Approvals which RCTC
may be obligated to obtain, including providing information requested by RCTC and participating
in meetings regarding such approvals.
(e) In the event that RCTC, Department or FHWA must act as the lead
agency and directly coordinate with a Governmental Entity in connection with obtaining
Governmental Approvals which are the responsibility of DB Contractor, DB Contractor shall
provide all necessary support to facilitate the approval, mitigation or compliance process. Such
support shall include conducting necessary field investigations, surveys, and preparation of any
required reports, documents and applications.
(f) DB Contractor shall not enter into any agreement with any
Governmental Entity, Utility Owner, BNSF, property owner or other third party having regulatory
jurisdiction over any aspect of the Project or having any property interest affected by the Project
that in any way purports to obligate RCTC or Department, or states or implies that RCTC or
Department has an obligation, to the third party to carry out any installation, design, construction,
maintenance, repair, operation, control, supervision, regulation or other activity after the expiration
or termination of this Contract, unless RCTC otherwise approves such agreement by Notice, in
its sole discretion. DB Contractor has no power or authority to act as an agent or representative
of RCTC or Department or to enter into any such agreement with a third party in the name or on
behalf of RCTC or Department.
8.11.2. RCTC-Provided Approvals
(a) The RCTC-Provided Approvals that RCTC has obtained as of the
Proposal Date are included in the Reference Documents, but do not form part of this Contract.
DB Contractor shall comply with applicable requirements and conditions of those RCTC-Provided
Approvals in TP Sections 2.5.2 and 6.3 and TP Attachment 6-1.
(b) Where RCTC or Department acts as a regulatory authority or permitting
entity:
(i) Section 4.1.2(e) does not apply, and nothing in this context shall
be considered an RCTC-Caused Delay; and
(ii) RCTC or Department is not obligated to: (A) exercise its legal
rights in order to avoid or eliminate the requirement to obtain any Governmental Approvals; or (B)
automatically grant Governmental Approvals for which it is the authorizing entity and will apply its
usual procedures and criteria in considering applications from DB Contractor for such
Governmental Approvals.
8.11.3. New Approvals
(a) New Approvals To Be Obtained at RCTC's Expense
(i) RCTC shall obtain any New Approvals necessitated by an
RCTC-Directed Change, Force Majeure Event, or Necessary Basic Configuration Change. DB
Contractor shall provide support services to RCTC with respect to obtaining any such New
Approval.
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(ii) Any Change Order covering a New Approval necessitated by
an RCTC-Directed Change, Force Majeure Event or Necessary Basic Configuration Change shall
include compensation to DB Contractor for any material changes in the Work (including
performance of material additional mitigation measures but excluding performance of such
support services) resulting from such New Approvals, as well as any time extension necessitated
by such New Approvals, subject to the limitations contained in Section 15 and Section 16.
(b) Other Governmental Approvals To Be Obtained at DB Contractor's
Expense
(i) Subject to Sections 8.11.3(b)(ii) and 8.11.3(b)(iii), if any
Governmental Approval (including any New Approval) becomes necessary for any reason other
than those specified in Section 8.11.3(a), DB Contractor shall: (1) be solely responsible for the
risk that any such Governmental Approvals are not (or are not timely) granted, issued, approved
or obtained as well as for any litigation arising in connection therewith; and (2) not be entitled to
any increase in the Contract Price or extension of the Completion Deadlines as a result of any
delay or cost associated with such Governmental Approvals.
(ii) RCTC shall be the implementing agency for any New Approvals
under applicable Governmental Rules with the exception of the California Water Resources
Control Board Clean Water Act - Section 402 Permit.
(iii) If DB Contractor wishes to adopt any design or construction
approach that would require a New Approval, DB Contractor shall consult with RCTC (and with
Department if the RCTC-Provided Approval is in Department's name). DB Contractor shall not
implement any such approach unless concurrence of RCTC (and Department) has first been
obtained and arrangements have been made to reimburse RCTC and Department for the costs
of the proposed change.
(iv) If any New Approval is associated with a VECP, the costs of
obtaining and complying with the terms of the New Approval shall be considered in determining
the Contract Price adjustment under Section 17.
8.11.4. Environmental Compliance by DB Contractor for Off -Site Activities
If DB Contractor chooses to add or select any ground or resource disturbing features such
as material (gravel, borrow, disposal or re -use) sites, equipment staging sites, office sites, water
lines, holding ponds, Hazardous Materials and/or non -Hazardous Materials staging areas, etc.,
for which a new Governmental Approval is required, DB Contractor shall, at is cost and risk, obtain
and provide to RCTC such Governmental Approvals before commencing any construction activity
within the feature(s).
8.11.5. Major Approvals
DB Contractor shall obtain and maintain all Major Approvals, even though such approvals
must formally be issued in RCTC's name.
8.12. Cooperation with Local Agencies
8.12.1. Compliance with Local Agency Requirements
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DB Contractor shall comply with all Local Agency terms, requirements and conditions
applicable to the Work, including payment of all plan review and construction inspection costs
charged by Local Agencies relating to the Work.
8.12.2. Bonds and Insurance
Upon request by RCTC, DB Contractor shall: (a) provide additional obligee riders to the
Payment Bonds and Performance Bonds in favor of Local Agencies; and (b) provide certificates
naming Local Agencies as additional insureds to the insurance policies required to be provided
under Section 11.
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SECTION 9
SUBCONTRACTORS AND LABOR
9.1. Subcontracts
9.1.1. General
(a) DB Contractor is responsible for:
(i) The engagement and management of each Subcontract;
(ii) All Work performed by its Subcontractors;
(iii) Proper supervision and coordination of the Work performed by
its Subcontractors so as to ensure that all Work is in accordance with this Contract; and
(iv) The actions, errors, omissions, negligence, willful misconduct,
or breach of applicable Governmental Rules or contract by any DB-Related Entity or
Subcontractor, as though DB Contractor directly employed all such Persons.
(b) DB Contractor may not materially amend or terminate any Major
Subcontract or amend the scope of a Listed Subcontractor without the prior written consent of
RCTC, in its sole discretion except that DB Contractor may terminate a Major Subcontract in the
event of material default by the Major Subcontractor, provided that DB Contractor has provided
Notice of such intended termination to RCTC in advance of the termination. Where an
amendment includes a material addition to the scope of work under a Subcontract with a Listed
Subcontractor, RCTC may require such work to be the subject of a new procurement by DB
Contractor under Section 9.1.2. RCTC shall respond to such Notice within 10 Busines Days.
(c) No Subcontractor may start any Work until after RCTC receives a copy
of its Subcontract, a copy of such Subcontractor's valid California Contractor License, and any
insurance documents required under Section 11.
9.1.2. Procurement of New Subcontracts
The following procedures shall apply to procurement of Subcontracts under this Contract
by DB Contractor for construction Work (including Subcontractors for fabrication and installation
of a portion of the Work), excluding Subcontracts with Listed Subcontractors and Affiliates.
(a) DB Contractor shall (i) provide public notice of the availability of work
to be subcontracted in accordance with the publication requirements applicable to the competitive
bidding process of RCTC; and (ii) provide a fixed date and time on which the subcontracted work
will be awarded.
(b) DB Contractor shall use a competitive process that complies with the
provisions of Public Contract Code section 6826. Prior to soliciting any proposals or bids for
Subcontracts, DB Contractor shall submit to RCTC for its review and approval a reasonable
procedure for the conduct of the procurement and approval process applicable to Subcontracts.
(c) DB Contractor shall promptly provide Notice to RCTC identifying each
Subcontractor selected and, upon RCTC's request, provide the solicitation and evaluation
materials and results.
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(d) If any Subcontractor is an Affiliate, DB Contractor shall require such
Affiliate to follow the procedures under this Section 9.1.2 in connection with lower tier
Subcontracts for construction Work and shall comply with Section 9.1.5.
9.1.3. Substitution of Subcontractors
DB Contractor may not make any substitution of any Listed Subcontractor or
Subcontractor selected pursuant to Section 9.1.2 except in accordance with the provisions of the
Subletting and Subcontracting Fair Practices Act, Public Contract Code section 4100 et seq.
9.1.4. Subcontract Requirements
(a) Each Subcontract shall:
(i) Include express requirements that: (1) RCTC and Department
are third party beneficiaries of the Subcontract, and shall each have the independent right to
enforce all of the terms of the Subcontract for their own benefit; (2) all guarantees and warranties,
express or implied, shall inure to the benefit of RCTC and Department, and their respective
successors and assigns; (3) the rights of DB Contractor under such instrument are assigned to
RCTC contingent only upon delivery of Notice from RCTC following default by DB Contractor or
termination or expiration of this Contract, allowing RCTC to assume the benefit of DB Contractor's
rights with liability only for those remaining obligations of DB Contractor accruing after the date of
assumption by RCTC; and (4) the Subcontractor shall recognize and attorn to RCTC upon receipt
of Notice from RCTC that RCTC has exercised its rights under this Contract, without necessity
for consent or approval from DB Contractor or to determine whether RCTC validly exercised its
rights, and DB Contractor's covenant to waive and release any claim or cause of action against
the Subcontractor in connection with its recognition and attornment in reliance on any such Notice;
(ii) Not impose upon RCTC or Department any obligation or
liability;
(iii) Not create any contractual relationship between RCTC or
Department and the applicable Subcontractor;
(iv) Include the following provision:
Nothing contained herein shall be deemed to create any privity of
contract between or among the Riverside County Transportation
Commission (RCTC), the California Department of Transportation
(Department) and the Subcontractor, nor does it create any duties,
obligations, or liabilities on the part of RCTC or Department to the
Subcontractor except those allowed under California law. In the
event of any claim or dispute arising under the Subcontract and/or
DB Contractor's Contract with RCTC, the Subcontractor shall look
only to DB Contractor for any payment, redress, relief, or other
satisfaction. The Subcontractor hereby waives any claim or cause
of action against RCTC or Department arising out of the
Subcontract or otherwise arising in connection with the
Subcontractor's Work;
(v) Set forth a standard of professional responsibility or standard
for commercial practice (as applicable) equal to or better than the requirements of this Contract
and Good Industry Practice for work of similar scope and scale and contain certification by the
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Subcontractor that the Subcontractor is experienced in and qualified to do, and knowledgeable
about, the subcontracted Work;
(vi) Require the Subcontractor to carry out its applicable scope of
work in accordance with this Contract, applicable Governmental Approvals, and Governmental
Rules, and to be joined in any dispute resolution proceeding pursuant to Section 24 if RCTC
determines such joinder is reasonably necessary to resolve the Dispute;
(vii) Set forth effective procedures for claims and change orders,
which procedures are consistent with the Change Order process in this Contract;
(viii) Set forth warranties, guaranties, and liability provisions of the
contracting party in accordance with Good Industry Practice for work of similar scope and scale;
(ix) Include the following: (1) requirement to maintain usual and
customary Books and Records for the type and scope of operations of business in which the
Subcontractor is engaged (e.g., constructor, equipment supplier, designer, service provider); (2)
provision permitting audits to be conducted by DB Contractor, RCTC, Department, and FHWA;
(3) provision that Subcontractor warrants the completeness and accuracy of all information the
Subcontractors or its agents provide in connection with Section 26.7; (4) requirement to provide
progress reports to DB Contractor appropriate for the type of work it is performing sufficient to
enable DB Contractor to provide the reports it is required to provide RCTC under this Contract;
(5) requirement for the Subcontractor to maintain all appropriate licenses and for any
Subcontractor performing construction Work to be registered and maintain registration to perform
public work pursuant to Labor Code section 1725.5 and to notify of any labor dispute that may
delay performance under this Contract, requiring each Subcontractor to give notice and
information to the next higher tier Subcontractor (or to DB Contractor, if it is a direct Subcontract;
(6) provision prohibiting assignment of the Subcontract by the Subcontractor without DB
Contractor's prior written consent; (7) provisions implementing the requirements of Section 26.5,
and (8) copies of Labor Code sections 1771, 1775, 1776, 1777.5, 1813, and 1815; For Major
Subcontracts: (i) be terminable only for cause, unless RCTC exercises a Termination for
Convenience under this Contract pursuant to Section 19.1, in which case DB Contractor may
terminate the Subcontractor for convenience in accordance with Section 9.1.4(a)(xi); (ii) include
an indemnity from the Subcontractor in favor of DB Contractor and the Indemnified Parties against
any and all Losses in connection with any negligent act error, or omission, gross negligence,
fraud, recklessness, willful misconduct, or breach of Governmental Approvals, violation of
Governmental Rules, or breach of contract by the Subcontractor or any of its officers, employees,
agents or representatives; provided, however, that such Subcontractor indemnities shall not inure
to the benefit of an Indemnified Party so as to impose liability on the Subcontractor for the active
negligence of RCTC, or to relieve RCTC of liability for such active negligence; and (iii) include a
covenant, expressly stated to survive termination of the Major Subcontract, to promptly execute
and deliver to RCTC a new contract between the Subcontractor and RCTC on the same terms
and conditions as the Major Subcontract, in the event: (A) the Major Subcontract is rejected by
DB Contractor in bankruptcy or otherwise wrongfully terminated by DB Contractor or (B) RCTC
delivers Notice for such new contract following termination or expiration of this Contract;
(x) Expressly require that, upon Notice from DB Contractor after
RCTC's request, the Subcontractor participate in meetings between DB Contractor and RCTC
concerning matters pertaining to the Subcontract or its work. Nothing in this Section 9.1.4(a)(x)
shall limit the authority of RCTC to give such direction or take such action which, in its opinion, is
necessary to remove an immediate and present threat to the safety of life, property or revenues;
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(xi) Include the right of DB Contractor to terminate the Subcontract
in whole or in part upon any Termination for Convenience of this Contract without liability of
DB Contractor or RCTC for the Subcontractor's lost profits, consequential, or other damages, or
business opportunity;
(xii) Expressly provide that all Liens, claims, and charges of the
Subcontractor and its Subcontractors at any time shall not attach to any interest of RCTC or
Department in the Project or the Project ROW;
(xiii) Include the prompt payment requirements in Section 14.7.1 and
require the Subcontractor to make payments to sub -subcontractors and Suppliers in a similar
manner;
(xiv) Include provisions consistent with Public Contract Code section
9204(d)(5), which provides that a Subcontractor may request in writing, either on its own behalf
or on behalf of a lower tier Subcontractor, that DB Contractor present a claim for work which was
performed by the Subcontractor or by a lower tier Subcontractor on behalf of the Subcontractor.
In such event the Subcontractor must furnish reasonable documentation to support the claim.
Within 45 days of receipt of this written request, DB Contractor is required to notify the
Subcontractor in writing as to whether DB Contractor presented the claim to RCTC and, if DB
Contractor did not present the claim, provide the Subcontractor with a statement of the reasons
for not having done so; and
(xv) Be consistent in all other respects with the terms and conditions
of this Contract to the extent such terms and conditions are applicable to the scope of work of
such Subcontractors, and include all other provisions required by this Contract.
(b) The amount of retainage to be withheld under Subcontracts shall not
exceed the amount withheld by RCTC pursuant to Section 14.3.1.
(c) RCTC is not bound by any Subcontract, and no Subcontract shall
include a provision purporting to bind it.
(d) Within ten Business Days after issuance of NTP2, DB Contractor shall
complete and provide to RCTC a schedule listing its current Subcontractors, in the form of
Exhibit 7 (Subcontractor Identification Form). DB Contractor shall provide an updated schedule
monthly throughout performance of the Work.
(e) DB Contractor shall allow RCTC access to all Subcontracts and records
regarding Subcontracts and shall deliver to RCTC, within ten Business Days after execution, true
and complete copies of all Major Subcontracts, and within ten Business Days after receipt of a
request from RCTC, true and complete copies of all other Subcontracts as may be requested. At
DB Contractor's option, copies of the pages of the Subcontracts delivered to RCTC may be
redacted to remove pricing information; provided, however, that in such event a full copy of the
Subcontract shall be added to the EPDs maintained under Section 26.1.
(f) RCTC may review the form of subcontract used by DB Contractor for
the Project and require modifications to such form to conform to the requirements in this Contract.
9.1.5. Subcontracts with Affiliates
(a) DB Contractor may have Work and services performed by Affiliates
only under the following terms and conditions:
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(i) DB Contractor shall execute a written Subcontract with the
Affiliate which complies with all requirements for Subcontracts under this Contract;
(ii) The terms and conditions of the Subcontract (including pricing
and scheduling) shall be no less favorable to DB Contractor than those that DB Contractor could
reasonably obtain in an arm's length, competitively procured transaction with an unaffiliated
Subcontractor. DB Contractor shall bear the burden of proving that the same are no less favorable
to DB Contractor; and
(iii) No Affiliate shall be engaged to perform any Work which this
Contract or the Project Management Plan requires be performed by an independent or unaffiliated
party. No Affiliate shall be engaged to perform any Work which would be inconsistent with Good
Industry Practice or other Contract requirements.
(b) Before entering into or amending any Subcontract with an Affiliate, DB
Contractor shall submit a true and complete copy of the proposed Subcontract to RCTC for review
and comment. RCTC has 20 Business Days after receipt to deliver its comments to DB
Contractor.
(c) DB Contractor shall make no payments to Affiliates for Work in advance
of provision of such Work, except for reasonable mobilization payments or other payments
consistent with arm's length, competitive transactions of similar scope.
9.1.6. Other Requirements
(a) Pursuant to section 6109 of the Public Contract Code, no Subcontractor
shall perform Work if that Subcontractor is ineligible to perform work on public works projects
pursuant to section 1777.1 or 1777.7 of the Labor Code.
(b) DB Contractor shall comply with all other subcontracting requirements
in Section 7 of the Modified Standard Specifications (Exhibit 3).
9.2. Equal Employment Opportunity
9.2.1. DB Contractor shall not, and shall cause the Subcontractors to not,
discriminate on the basis of race, color, national origin or sex in the selection of Subcontractors
and the performance of the Work under this Contract. Failure by DB Contractor to carry out these
requirements is a material breach of this Contract, which may result in the termination of this
Contract or such other remedy as RCTC deems appropriate (subject to DB Contractor's rights to
notice and opportunity to cure in this Contract).
9.2.2. DB Contractor shall include Section 9.2.1 in every Subcontract (including
purchase orders and in every subcontract of any DB-Related Entity for the Work), and shall
require that they be included in all Subcontracts at lower tiers, so that such provisions will be
binding upon each Subcontractor.
9.2.3. DB Contractor confirms that DB Contractor has an equal employment
opportunity policy ensuring equal employment opportunity without regard to race, color, national
origin, sex, age, religion or handicap; and that DB Contractor maintains no employee facilities
segregated on the basis of race, color, religion or national origin. DB Contractor shall comply with
all applicable Governmental Rules relating to equal employment opportunity and
nondiscrimination, including those in Section 7-1.01A of the Modified Standard Specifications
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(Exhibit 3), and in Exhibits 14 (Federal Requirements) and 16 (Labor Code Requirements), and
shall require its Subcontractors to comply with such provisions.
9.3. Labor Code Requirements
9.3.1. DB Contractor shall comply and cause its Subcontractor to comply with the
provisions of the Labor Code and implementing regulations, including requirements with respect
to prevailing wages, and employment and training of apprentices, as described in Exhibit 16
(Labor Code Requirements).
9.3.2. DB Contractor shall comply with the applicable provisions of the Labor Code
and implementing regulations relating to labor nondiscrimination, and with the applicable federal
requirements, including those in Exhibits 2 (Contract Particulars), 14 (Federal Requirements) and
16 (Labor Code Requirements).
9.3.3. The California Department of Industrial Relations (DIR) is responsible for
monitoring and enforcing prevailing wage requirements of applicable labor laws to insure that all
contractors working on the Project are in compliance with State (Division 2, Part 7, Chapter 1 of
the Labor Code) prevailing wage statutes and regulations. Accordingly, the Project is subject to
the requirements of DIR's compliance monitoring and enforcement program in Title 8, Chapter 8,
Subchapter 4.5 of the California Code of Regulations, which include, among other requirements,
the obligation to provide payroll records directly to the DIR Labor Commissioner.
9.3.4. Refer to Section 7-1.02K(3) of the Modified Standard Specifications (Exhibit 3)
and Exhibit 16 (Labor Code Requirements) for certain information regarding a number of labor
compliance requirements applicable to the Contract under Labor Code section 1776. The labor
compliance requirements do not constitute an exhaustive list, and that additional labor compliance
requirements may apply to the Project under other Governmental Rules.
9.3.5. DB Contractor shall post a notice at the Site containing the following language:
"This public works project is subject to monitoring and investigative
activities by the Division of Labor Standards Enforcement (DLSE),
Department of Industrial Relations, State of California. This Notice
is intended to provide information to all workers employed in the
execution of the contract for public work and to all contractors and
other persons having access to the job site to ensure compliance
with and enforcement of prevailing wage laws on public works
projects.
The prevailing wage laws require that all workers be paid at least
the minimum hourly wage as determined by the Director of
Industrial Relations for the specific classification (or type of work)
performed by workers on the Project. These rates are listed on a
separate job site posting of minimum prevailing rates required to be
maintained by the public entity which awarded the public works
contract. Complaints concerning nonpayment of the required
minimum wage rates to workers on this Project may be filed with
the office of the DLSE.
Complaints should be filed in writing immediately upon discovery of
any violations of the prevailing wage laws due to the short period of
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time following the completion of the Project that the CMU may take
legal action against those responsible.
Complaints should contain details about the violations alleged (for
example, wrong rate paid, not all hours paid, overtime rate not paid
for hours worked in excess of 8 hours per day or 40 per week, etc.)
as well as the name of the employer, the public entity which
awarded the public works contract, and the location and name of
the Project.
For general information concerning the prevailing wage laws and
how to file a complaint concerning any violation of these prevailing
wage laws, you may contact any DLSE office. Complaint forms are
also available at the Department of Industrial Relations website
found at www.dir.ca.gov/dlse/PublicWorks.html."
9.3.6. Whenever DB Contractor has knowledge that any actual or potential labor
dispute may delay its performance under this Contract, DB Contractor shall immediately Notify
and submit all relevant information to RCTC.
9.4. Prevailing Wages
9.4.1. DB Contractor shall comply and cause its Subcontractors to comply with all
applicable requirements of Division 2, Part 7, Chapter 1 of the Labor Code, including those in
Exhibits 2 (Contract Particulars) and 16 (Labor Code Requirements).
9.4.2. If it is found that a DB Contractor employee or a Subcontractor has been or is
being paid a rate of wages less than the rate of wages required by this Contract to be paid, RCTC
may declare a DB Contractor Default under Section 20.1.1(q).
9.5. Key Personnel; Qualifications of Employees
9.5.1. DB Contractor shall:
(a) Appoint or procure the engagement of the Key Personnel in the
positions stated in Exhibit 2 (Contract Particulars);
(b) Not change, or permit any change in, Key Personnel without the prior
written consent of RCTC;
(c) Provide Notice to RCTC of any proposed changes in any Key
Personnel;
(d) Provide phone, e-mail addresses and mobile telephone numbers for all
Key Personnel. RCTC requires the ability to contact the following Key Personnel 24 hours per
day, seven days per week:
(i) Project Manager;
(ii) Construction Manager;
(iii) Design Manager;
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(iv) Structures Design Manager; and
(v) Traffic Manager;
(e) Ensure the Key Personnel are available for the time commitment
specified in TP Section 2.6.1. RCTC may require a 100% time commitment per position from any
Key Personnel if RCTC, in its good faith discretion, determines that such personnel are not
devoting sufficient time to the prosecution and performance of the Work; and
(f)
Ensure that all Persons performing the Work:
(i) Have the skill and experience and any licenses required to
perform the Work assigned to them; and
(ii) Are available for the Work and shall maintain active involvement
in the prosecution and performance of the Work.
9.5.2. RCTC may review the qualifications and character of each individual to be
appointed to a Key Personnel position (including personnel employed by Subcontractors) and
may approve or disapprove use of such individual in such position prior to the commencement of
any Work by such individual or at any time during the prosecution of the Work.
9.5.3. If RCTC determines, in its good faith discretion, that any Person (a) is not
performing the Work in a proper, safe and skillful manner or is detrimental to the Work; (b) poses
a potential health, safety or security threat to RCTC's customers, RCTC Parties or assets; (c)
does not meet the minimum performance requirements of the Work; or (d) is not qualified to fulfill
the responsibilities of his or her appointed Key Personnel position, then upon Notice from RCTC,
DB Contractor or its Subcontractor shall promptly remove such Person and shall not re-employ
them on the Project without the prior written approval of RCTC, which RCTC may grant or
withhold.
9.6. Key Personnel Liquidated Damages
9.6.1. If an individual filling a Key Personnel role is not available for, or actively
involved in, the performance of the Work as required in TP Section 2.6.1, as determined by RCTC
in its good faith discretion, then:
(a) DB Contractor acknowledges that RCTC and the Project will suffer
significant and substantial damages and that it is impracticable and extremely difficult to ascertain
and determine the actual damages which would accrue to RCTC in such event; and
(b) DB Contractor agrees to pay RCTC a liquidated amount as follows, for
each position held by such individual, as deemed compensation to RCTC for such damages:
POSITION
LIQUIDATED
AMOUNT
Project Manager
$150,000
Construction Manager
$100,000
Design Manager
$50,000
Structures Design Manager
$50,000
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9.6.2. A further liquidated amount in accordance with Section 9.6.1 for the positions
listed above or in the amount of $20,000 for any other Key Personnel will be payable from DB
Contractor to RCTC for each 6 month period where any Key personnel position is vacant or not
being fulfilled in accordance with this Contract as determined by RCTC.
9.6.3. DB Contractor is not liable for Liquidated Damages under Section 9.6.1 if: (a)
DB Contractor removes or replaces such personnel at the direction of RCTC; (b) such individual
is unavailable due to death, retirement, injury or no longer being employed by the applicable DB-
Related Entity (provided that moving to an affiliated company or a Subcontractor is not considered
grounds for avoiding Liquidated Damages); or (c) such individual is unavailable due to RCTC's
failure to issue NTP1 within 210 days of the Proposal Date for a reason other than the acts or
omissions or any DB-Related Entity, or any DB Contractor Fault; provided DB Contractor promptly
proposes to RCTC a replacement for such personnel for review and approval within 15 Business
Days of unavailability, in the case of Sections 9.6.3(a) or 9.6.3(b) or 15 Business Days from the
issuance of NTP1, in the case of Section 9.6.3(c).
9.6.4. Upon approval of any Key Personnel replacement under Section 9.6.3, the new
individual shall be considered a Key Personnel for all purposes under this Contract, including
Section 9.6.1.
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SECTION 10
PERFORMANCE AND PAYMENT BONDS; GUARANTY
10.1. Provision of Bonds
DB Contractor shall provide RCTC with Bonds securing DB Contractor's obligations under this
Contract, each in the amount specified in Exhibit 2 (Contract Particulars), and shall maintain such
bonds in full force and effect as described below.
10.1.1. Performance Bond
(a) As a condition precedent to issuance of NTP1, DB Contractor shall
provide RCTC a performance bond in the initial amount specified in Exhibit 2 (Contract
Particulars) (the "NTP1 Performance Bond Amount"), including a multiple obligee rider in favor
of Department, and in the form of Exhibit 8-A (the "NTP1 Performance Bond").
(b) As condition precedent to issuance of NTP2: (i) the amount of the NTP1
Performance Bond shall increase to the amount specified in Exhibit 2 (the "NTP2 Performance
Bond Amount"), in accordance with the rider included in Exhibit 8-A effecting such increase; or
(ii) DB Contractor shall provide a new performance bond in the same form as Exhibit 8-A (with
such modifications as RCTC may accept, in its sole discretion), including a multiple obligee rider
in favor of Department, in an amount equal to the NTP2 Performance Bond Amount.
(c) RCTC will release the NTP2 Performance Bond upon Final Acceptance
so long as the following conditions have been met: (i) DB Contractor is not in default under this
Contract and no event has occurred which, with the passage of time or the giving of notice, would
constitute a default under this Contract; and (ii) RCTC has received the Warranty Bond in
accordance with Section 10.1.3.
10.1.2. Payment Bond
(a) As a condition precedent to issuance of NTP1, DB Contractor shall
provide RCTC a payment bond in the amount specified in Exhibit 2 (Contract Particulars) (the
"NTP1 Payment Bond Amount"), including a multiple obligee rider in favor of Department, and
in the form of Exhibit 8-B (the "NTP1 Payment Bond").
(b) As a condition to issuance of NTP2: (i) the amount of the NTP1
Payment Bond shall increase to the amount specified in Exhibit 2 (the "NTP2 Payment Bond
Amount"), in accordance with the rider included in Exhibit 8-B effecting such increase; or (ii) DB
Contractor shall provide a new payment bond in the same form as Exhibit 8-B (with such
modifications as RCTC may accept, in its sole discretion), including a multiple obligee rider in
favor of Department, in an amount equal to the NTP2 Payment Bond Amount.
(c) DB Contractor shall maintain the NTP2 Payment Bond in full force and
effect until: (i) DB Contractor has delivered to RCTC (1) evidence, satisfactory to RCTC, that all
Persons eligible to file a Claim against the Payment Bond have been fully paid, and
(2) unconditional releases of Liens and stop payment notices from all Subcontractors who filed a
preliminary notice of a claim against the NTP2 Payment Bond; or (ii) expiration of the statutory
period for Subcontractors to file a claim against the NTP2 Payment Bond.
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10.1.3. Warranty Bond
(a) Subject to Sections 10.1.1(c) and 10.1.2(c), upon Final Acceptance, DB
Contractor may obtain a release of the Performance Bond and Payment Bond if DB Contractor
provides to RCTC and maintains a warranty bond in the form of Exhibit 8-C, or such other security
as RCTC may approve, that guarantees performance of Work required to be performed during
the period following Final Acceptance, including Warranty Work and Plant Establishment Work,
and which shall also constitute a payment bond guaranteeing payment to Persons performing
such Work (the "Warranty Bond"). The Warranty Bond, if used, shall include a multiple obligee
rider, in form and substance consistent with that in Exhibit 8-C, in favor of Department, Utility
Owners and Local Agencies (as applicable).
(b) If used, the Warranty Bond shall be in an amount specified in Exhibit 2
(Contract Particulars) ("Warranty Bond Amount"). RCTC will release the Warranty Bond upon
the later of expiration of the Warranty Period or Plant Establishment Period, provided the following
conditions have been met:
(i) DB Contractor is not in default under this Contract and no event
has occurred that, with the passage of time or the giving of Notice, would constitute a default
under this Contract;
(ii) RCTC receives (1) evidence satisfactory to RCTC that all
Persons eligible to file a Claim against the Warranty Bond have been fully paid, and
(2) unconditional releases of Liens and stop payment notices from all Subcontractors, if any, that
filed preliminary notice of a claim against the Warranty Bond;
(iii) The statutory period for Subcontractors to file a Claim against
the Warranty Bond has expired and no claims have been filed; and
(iv) As of the end of the Warranty Period, DB Contractor has
assigned and transferred to RCTC all unexpired warranties on equipment, materials or otherwise
relating to the Work.
10.1.4. Eligible Surety; Replacement Bonds; Increase in Bonds
(a) Each Bond required under this Contract shall be issued by an Eligible
Surety authorized to do business in the State and listed on United States Department of the
Treasury's Listing or Approved Sureties or otherwise approved by RCTC in its sole discretion.
(b) If any Bond previously provided becomes ineffective, or if the Eligible
Surety that provided the Bond no longer meets the requirements of this Contract, DB Contractor
shall provide a replacement Bond in the same form issued by an Eligible Surety. DB Contractor
shall provide Notice to RCTC promptly following such Bond being rendered ineffective or when
such Bond's surety is no longer an Eligible Surety, in no case later than two Business Days
thereafter.
(c) If the Contract Price is increased in connection with a Change Order,
RCTC may require a corresponding proportionate increase in the amount of any Bond, a new
Bond, or alternative security to cover the Change Order Work.
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10.2. No Relief of Liability
Notwithstanding any other provision of this Contract, performance by a Surety or Guarantor of
any of the obligations of DB Contractor shall not relieve DB Contractor of any of its obligations
under this Contract.
10.3. Guaranty
(a) The Guarantor shall provide and maintain the guaranty, in the form of
Exhibit 15, in full force and effect throughout the term of this Contract.
(b) DB Contractor shall periodically report to RCTC regarding the financial
capacity of the Guarantor as required in Section 26.6.2(b). If, at any point during the course of
this Contract, the Guarantor's financial capacity is materially negatively affected, as determined
by RCTC in its good faith discretion, RCTC may require, and DB Contractor provide, one or more
additional guarantees so that the combined financial capacity of the Guarantor and the additional
guarantors provides equivalent security to RCTC as the guaranty provided as of the Effective
Date. Each such guaranty shall be substantially in the form provided in Exhibit 15, together with
appropriate evidence of authorization, execution, delivery and validity of such guarantee.
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SECTION 11
INSURANCE
DB Contractor shall purchase and continuously maintain in full force and effect the insurance
coverages specified in this Section 11 and Exhibit 12 (Insurance Policy Requirements). Coverage
shall be maintained from and after the Effective Date through the expiration of the Warranty
Period, or such longer or shorter time as may be specifically provided in this Section 11 or Exhibit
12.
11.1. General Insurance Provisions
11.1.1. Commencement of Work
DB Contractor and its Subcontractors shall not commence Work under this Contract or
any applicable Subcontract until DB Contractor or the applicable Subcontractor: (a) obtains the
insurance coverage required under this Section 11 and Exhibit 12 for the applicable Work;
(b) provides RCTC with evidence that the required insurance, as specified under Section 11.1.8,
is in effect for the applicable Work; and (c) RCTC approves such insurance. RCTC has no duty
to pay or perform under this Contract until such evidence of insurance, in compliance with all
requirements of this Section 11, has been provided.
11.1.2. Non Limitation of Insurance Requirements
(a) The Parties acknowledge and agree that:
(i) the insurance coverage provided and limits required under this
Contract are minimum requirements and are not intended to limit DB Contractor's indemnification
obligations under Section 23, nor do the indemnity obligations limit the rights of the Indemnified
Parties to the coverage afforded by their insured status;
(ii) requirements of specific coverage features or limits contained
in this Section 11 and Exhibit 12 are not intended as a limitation on coverage, limits, or other
requirements, or a waiver of any coverage normally provided by insurance;
(iii) specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or insured to be
all inclusive, or to the exclusion of other coverage, or a waiver of any type; and
(iv) all insurance coverage and limits provided by DB Contractor, or
by third parties pursuant to DB Contractor's obligations under this Contact, and, in each case,
available or applicable to this Contract are intended to apply to the full extent of the insurance
policies, and nothing contained in this Contract limits, or shall be deemed to limit, the application
of such insurance coverage.
(b) With the exception of any insurance required by a railroad, liability
insurance coverage shall not be limited to the specific location designated as the Site, except that
if DB Contractor arranges project -specific general liability, excess liability, or workers'
compensation coverage, limitations of coverage to the Site will be permitted subject to RCTC
approval and use of the broadest available site -specific endorsements. No liability policy shall
contain any provision or definition that would serve to eliminate so-called "third -party -over action"
claims, including any exclusion for bodily injury to an employee of the insured or of any
Subcontractor.
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11.1.3. No Recourse
There shall be no recourse against RCTC or Department for payment of premiums,
deductibles, or other amounts with respect to the insurance DB Contractor is required to provide
under this Contract, except for deductibles payable by RCTC as specified in this Contract.
11.1.4. Changes in Insurance Requirements
RCTC shall provide Notice to DB Contractor of any changes in the requirements to
insurance DB Contractor is required to provide under this Contract. Subject to Section 11.1.10(c),
any additional cost from such change shall be paid by RCTC and any reduction in cost shall
reduce the Contract Price pursuant to a Change Order.
11.1.5. Premiums, Deductibles and Self -Insured Retentions
(a) DB Contractor shall pay all insurance premiums required under this
Section 11.
(b) DB Contractor acknowledges and agrees that for each Claim made
against insurance policies provided under this Contract, with respect to all matters for which DB
Contractor is responsible under this Contract, DB Contractor shall be solely responsible for all
deductibles, self -insured retentions, and loss amounts in excess of the coverage limits provided.
(c) Any self -insured retentions maintained by DB Contractor over
$500,000 must be declared to and approved by RCTC; except that (i) self -insured retentions for
professional liability insurance shall be governed by Section 6 of Exhibit 12, and (ii) self -insured
retentions for commercial general liability insurance shall be governed by Section 1(d) of
Exhibit 12.
(d) In the event RCTC determines, in its good faith discretion, that
conditions exist that could result in substantial financial peril to DB Contractor, RCTC may, in its
good faith discretion, require DB Contractor to post collateral to RCTC guaranteeing payment of
losses and related investigations, claims administration, and defense expenses or require DB
Contractor to reduce the amount of self -insured retentions under the policies.
11.1.6. Required Endorsements or Policy Provisions
All insurance policies that DB Contractor is required to provide under this Contract shall
contain provisions or be endorsed to comply with the following requirements:
(a) Each of the Indemnified Parties, either through endorsement or policy
provision, shall be an insured under DB Contractor's and Subcontractors' commercial general
liability, automobile liability, umbrella or excess liability, pollution liability, and builder's risk
insurance policies. Insured status for Indemnified Parties under any commercial general liability
policy shall be as specified in Section 1(a) of Exhibit 12. Insured status for Indemnified Parties
under any builder's risk insurance policies shall be as specified in Section 7 of Exhibit 12.
(b) For Claims covered by the insurance required under this Contract, said
insurance coverage shall be primary insurance with respect to the insureds, additional insureds,
and their respective members, directors, officers, employees, agents, and consultants. Any
insurance or self-insurance beyond that required in this Contract that is maintained by an
Indemnified Party, their directors, officers, employees, agents, or consultants shall be excess of
such insurance required by this Contract and shall not contribute with it.
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(c) The insurance shall apply separately to each insured and additional
insured against whom a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
(d) Each insurance policy required under this Contract shall be endorsed
to state that coverage shall not be canceled or non -renewed except after providing to RCTC
30 days' prior Notice (or ten days' prior Notice in the case of cancellation for non-payment of
premium), and such endorsement shall not include any limitation of liability of the insurer for failure
to provide such Notice.
(e) Each policy shall provide coverage on an "occurrence" basis and not a
"claims made" basis (with the exception of professional liability), and no policy issued on an
occurrence basis shall have any sunset clause requiring reporting within a specified period of
time, except as specified for pollution liability policies in Section 4(e) of Exhibit 12.
11.1.7. Waivers
RCTC and DB Contractor waive all rights against each other, against each other's agents
and employees, and their respective members, directors, officers, employees, agents, and
consultants for any Third Party Claims to the extent covered by insurance obtained pursuant to
this Section 11 and Exhibit 12, except such rights as they may have to the proceeds of such
insurance. DB Contractor shall include similar waivers in all Subcontracts. Workers'
compensation policies must be endorsed to waive the insurer's right of subrogation for the parties
identified above. All other policies, except professional liability, shall waive any right of
subrogation by endorsement, or by policy provision that would allow the insured to waive its right
of recovery against the Indemnified Parties and their respective members, directors, officers,
employees, agents and consultants "before loss."
11.1.8. Verification of Coverage
(a) DB Contractor Policies
DB Contractor shall:
(i) Prior to its commencement of the applicable Work, cause each
Subcontractor to provide certificates of insurance and amendatory endorsements effecting
coverage required by this Section 11 and Exhibit 12 and maintain such evidence until the fifth
anniversary of the expiration of the last Warranty Period, at which time DB Contractor shall
forward to RCTC all collected evidence of insurance relating to the Project, or copies thereof; and
(ii) Permit, and cause each Subcontractor to permit, RCTC to
inspect any insurance policies that have not been delivered to RCTC; except that this requirement
shall not apply to the corporate or practice professional liability insurance policies of design
Subcontractors.
(b) Renewal Policies
DB Contractor shall promptly deliver to RCTC evidence of insurance
with respect to each renewal policy, as necessary to demonstrate the maintenance of the required
insurance coverages for the terms specified in this Contract. Such evidence shall be delivered to
RCTC not less than 15 Business Days prior to the expiration date of any policy, or such shorter
period as approved in advance by RCTC.
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11.1.9. Review of Coverage
(a) RCTC may at any time to review the coverage, form, and amount of
insurance required under this Section 11 and Exhibit 12, and may require DB Contractor to make
changes in such insurance reasonably sufficient in coverage, form, and amount to provide
adequate protection against the kind and extent of risk that exists at that time.
(b) RCTC may change the insurance coverages and limits required under
this Section 11 and Exhibit 12 by Notice to DB Contractor, whereupon DB Contractor shall, within
60 days of such Notice date, procure the additional and/or modified insurance coverages. Upon
such change, and except as provided in Section 11.1.10, any additional Cost from such change
shall be paid by RCTC and any reduction in Cost shall reduce the Contract Price pursuant to a
Change Order.
11.1.10. Commercial Unavailability of Required Coverages
(a) If, through no fault of DB Contractor, any of the coverages required in
this Section 11 or Exhibit 12 (or any of the required terms of such coverages, including policy
limits) become unavailable or are available only with commercially unreasonable premiums,
RCTC will consider in good faith alternative insurance packages and programs that DB Contractor
proposes, with the goal of reaching agreement on a package that provides coverage equivalent
to that specified in this Contract.
(b) DB Contractor shall demonstrate to RCTC's satisfaction that
DB Contractor used diligent efforts in the global insurance markets to place the required insurance
coverages, and shall advise RCTC of the specific results of those efforts.
(c) DB Contractor shall not be entitled to any increase in the Contract Price
for increased Costs resulting from the unavailability of coverage and the requirement to provide
acceptable alternatives. RCTC, however, may receive a reduction in the Contract Price if it
accepts alternative policies that provides less than equivalent coverage, with the amount of such
reduction to be determined by extrapolation using the insurance quotes included in the Escrowed
Proposal Documents (or based on other evidence of insurance premiums as of the Proposal Date
if the Escrowed Proposal Documents do not provide adequate information).
11.1.11. Notice of Prosecution of Claims
Responsibility for Notice and prosecution of Claims shall be in accordance with the
following provisions:
(a) To the extent permitted by applicable Governmental Rules, RCTC may
submit RCTC's Claims and tenders of defense and indemnity under applicable insurance policies.
Unless otherwise directed by RCTC by Notice with respect to RCTC's insurance Claims, DB
Contractor shall report and process all potential claims by RCTC or DB Contractor against the
insurance policies. DB Contractor agrees to report timely to the insurer(s) under such policies
any and all matters that may give rise to an insurance Claim by DB Contractor or RCTC, and to
promptly and diligently pursue such insurance Claims in accordance with the Claims procedures
specified in such policies, whether for defense or indemnity or both. DB Contractor shall enforce
all legal rights against the insurer under the applicable insurance policies and applicable
Governmental Rules in order to collect thereon, including pursuing necessary litigation and
enforcement of judgments.
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(b) DB Contractor shall immediately provide Notice to RCTC, and
thereafter keep RCTC fully informed, of any incident, Claim, or other matter of which
DB Contractor becomes aware that involves or could conceivably involve an Indemnified Party
as a defendant. DB Contractor shall cooperate with RCTC and shall require its liability insurers
to agree in writing to work with RCTC to assure compliance with all requirements of the California
Government Claims Acts, Government Code sections 910, 911, 912, 913, and 945, regarding
timely response to claims.
(c) RCTC shall promptly provide Notice to DB Contractor of RCTC's
incidents, potential Claims against RCTC, and matters of which RCTC is actually aware and that
may give rise to an RCTC insurance claim, or to a right of defense and indemnification under
Section 23.1. Delivery of any such Notice will constitute a tender of RCTC's defense of the Claim
to DB Contractor and the insurer under any applicable insurance policies, subject to RCTC's
rights to control its own defense to the extent provided in Section 23.2 or by applicable
Governmental Rules. RCTC shall cooperate with DB Contractor as necessary for DB Contractor
to fulfill its duties under this Contract, including providing DB Contractor a copy of all written
materials RCTC receives asserting a claim against RCTC that is subject to defense by an insurer
under an insurance policy or by DB Contractor under Section 23.1.
(d) If an insurer providing any of the insurance policies required under this
Section 11 becomes the subject of bankruptcy proceedings, becomes insolvent, or is the subject
of an order or directive given by any Governmental Entity, including the State, limiting the insurer's
business activities, DB Contractor shall promptly secure alternative coverage that complies with
the insurance requirements in this Section 11, so as to avoid any lapse in insurance coverage.
11.1.12. DB Contractor's Failure to Comply
(a) If DB Contractor or any Subcontractor fails to provide and maintain
insurance as required in this Contract, then RCTC may purchase such insurance or suspend
DB Contractor's right to proceed with the Work until proper evidence of insurance is provided.
(b) Any amounts paid by RCTC pursuant to Section 11.1.12(a) (plus an
administrative charge equal to 10% of the cost) shall, at RCTC's sole option, be deducted from
amounts payable to DB Contractor, or reimbursed by DB Contractor upon demand. Nothing in
this Contract shall preclude RCTC from exercising its rights and remedies under Section 20 as a
result of the failure of DB Contractor or any Subcontractor to satisfy the obligations of this
Section 11 and Exhibit 12.
(c) If on account of DB Contractor's failure to comply with the provisions of
this Section 11 or Exhibit 12, RCTC is adjudged to be responsible for all or any portion of a
judgment, loss, or settlement (through admission or stipulation by DB Contractor or court decision)
that would have been covered by insurance but for non-compliance with this Section 11 or Exhibit
12, then any loss or damage RCTC sustains by reason thereof shall be borne by DB Contractor,
and DB Contractor shall immediately pay the same to RCTC, upon receipt of Notice and evidence
of such loss or damage.
(d) DB Contractor acknowledges and agrees that any actual or alleged
failure on the part of RCTC to inform DB Contractor of non-compliance with any requirement
imposes no additional obligations on RCTC nor does it waive any rights under this Contract.
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11.1.13. Subcontractor Insurance Requirements
(a) DB Contractor shall cause each Subcontractor to provide insurance
that complies with the requirements for DB Contractor -provided insurance in this Section 11 and
Exhibit 12 in circumstances where Subcontractor acts or omissions are not covered by
DB Contractor -provided insurance.
(b) Except as otherwise specified in this Section 11 or Exhibit 12,
DB Contractor has sole responsibility for determining the limits of coverage required to be
obtained by Subcontractors, which determination shall be made in accordance with reasonable
and prudent business practices.
(c) DB Contractor shall cause each such Subcontractor to include the
Indemnified Parties as additional insureds under such Subcontractor's general liability and excess
liability insurance policies.
(d) If requested by RCTC, DB Contractor shall promptly provide certificates
of insurance evidencing coverage for each Subcontractor. RCTC may contact the Subcontractors
directly in order to verify the above coverage. DB Contractor's determination of such insurance
shall not be interpreted as relieving DB Contractor or its insurer of any liability otherwise imposed
on DB Contractor or its insurers under this Contract.
11.1.14. Coverage to be Provided by DB Contractor During Warranty Period and
Plant Establishment Period
During the period from Project Completion and through the expirations of the Warranty
Period and Plant Establishment Period, DB Contractor shall continue to comply with insurance
requirements, which shall be the same as required during the period after issuance of NTP1 and
prior to issuance of NTP2, as specified in Sections 1 through 6 of Exhibit 12.
11.1.15. Disclaimer
(a) DB Contractor and each Subcontractor shall ensure that their insurance
programs fit their particular needs, and it is their responsibility to arrange for and secure any
insurance coverage they deem advisable, whether or not specified in this Contract, and to fulfill
their defense and indemnity obligations as specified under this Contract.
(b) RCTC makes no representation or warranty that the coverage, limits of
liability, or other terms specified for the insurance policies required under this Section 11 or Exhibit
12 are adequate to protect DB Contractor against its undertakings under this Contract or its liability
to any third party, nor shall the existence of any such terms preclude RCTC from taking any
actions as are available to it under this Contract or otherwise at law.
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SECTION 12
SITE SECURITY; MAINTENANCE AND REPAIR; TITLE
12.1. Site Security
DB Contractor shall provide appropriate security for the Site, and shall take all reasonable
precautions and provide protection to prevent damage, injury, vandalism, theft and loss to the
Work, equipment and materials used to perform the Work, real property within the Site (including
all RCTC-Provided Property, Available Properties and Additional Properties) and other property
at or on the Site, whether owned, or under exercise of other real property rights, by DB Contractor,
RCTC, Department or any other third party.
12.2. Obligation to Maintain and Repair
12.2.1. Maintenance and Repair Liability
(a) Subject to DB Contractor's relief from maintenance responsibilities
under Section 12.2.3, DB Contractor shall:
(i) Perform Maintenance Work and Extra Maintenance Work within
the RCTC-Provided Property, in accordance with and during the time periods in TP Section 21.4;
(ii) Maintain and, as applicable, rebuild, repair, or replace Work
(including Design Documents, Construction Documents, materials, equipment, supplies, and
maintenance equipment purchased for permanent installation in, or for use during construction
of, the Project, and regardless of whether RCTC has title thereto) that is injured or damaged from
NTP1 until the Revenue Service Commencement Date for Work comprising the TCS
Infrastructure, and from NTP1 until Final Acceptance for all other Work;
(iii) Maintain and protect existing landscaping (including existing
trees, shrubs, lawns, and other plantings), replacement plantings, and irrigation systems within
the Site in accordance with and during the time periods in TP Section 20.4; and
(iv) Subject to DB Contractor's entitlement to additional
compensation or extension of time for Extra Maintenance Work, maintain and, as applicable,
rebuild, repair, or replace all other property (including structures, Utilities, curbs, walks, drives,
trees, shrubs, lawns, and landscaping) at or on the Site or affected by DB Contractor's activities,
whether owned by DB Contractor, RCTC, Department, or any other third party from the Effective
Date until Final Acceptance as provided in TP Section 21.4.5, Table 21-1.
(b) DB Contractor shall provide suitable drainage of the roadway and erect
temporary structures where necessary to protect the Work, and equipment and materials used to
perform the Work, from damage and loss. If any element of the Work is damaged, DB Contractor
shall rebuild, repair, or replace the damaged element to the condition this Contract requires for
initial construction of the element.
(c) DB Contractor shall provide guards, protection and covering as
necessary to protect third -party owned real property (including RCTC-Provided Property,
Available Property and Additional Property) and other property within, on, or adjacent to the Site,
and affected in connection with the Work but excluding the TCS Infrastructure. If any such third -
party owned real or other property is damaged (whether caused by a DB-Related Entity or arising
out of the Work) DB Contractor shall immediately provide Notice to the affected third party and to
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RCTC and, subject to Section 12.2.1(d), rebuild, repair, or replace, as applicable, the damaged
property to its condition before the damage.
(d) Where a Governmental Rule or preexisting agreement between the
third -party property owner and either RCTC or DB Contractor requires a different standard for
rebuilding or replacing damaged property, DB Contractor shall rebuild, repair, or replace the
damaged property to such different standard. If, however, the third -party property owner elects
to rebuild or repair the damaged property with its own forces, DB Contractor shall pay such party
to perform that work.
(e) If DB Contractor fails to comply with the requirements of
Section 12.2.1(c) through 12.2.1(d), RCTC may take action under Section 7.4.7 as if the work
was a Nonconformance.
(f) If ordered by RCTC, DB Contractor shall properly store materials that
have been partially paid for by RCTC. Storage by DB Contractor shall be on behalf of RCTC;
RCTC shall at all times be entitled to the possession of the materials; and DB Contractor shall
promptly return the materials to the Site when requested by RCTC. DB Contractor shall not
dispose of any of the materials so stored except with RCTC's prior, written consent.
12.2.2. Use of Insurance Proceeds
(a) If insurance proceeds with respect to any loss or damage are paid to
RCTC under any insurance policies required to be provided under this Contract, then RCTC shall
arrange for such proceeds to be paid to DB Contractor as rebuild, repair or replacement work is
performed by DB Contractor to the extent that RCTC has not previously paid for such rebuild,
repair or replacement work.
(b) Release of proceeds to DB Contractor under Section 12.2.2(a) is not a
condition precedent to DB Contractor performing such repair, rebuild or replacement work or an
indication that such rebuild, repair or replacement work has been approved and accepted by
RCTC, and DB Contractor shall remain obligated to pay deductibles and self -insured retentions
as specified in Section 11.
12.2.3. Relief from Maintenance Liability
(a) Effective as of the Revenue Service Commencement Date,
DB Contractor shall be relieved of maintenance liability for the TCS Infrastructure and all other
elements of the Project that comprise the Toll Facilities and which are then placed in full
operations and service, which decision shall be subject to RCTC's good faith discretion.
(b) All remaining elements of the Work (except for Plant Establishment
Work) and remaining portions of the RCTC-Provided Property shall be considered accepted for
maintenance purposes, and relief from maintenance responsibility for DB Contractor shall occur,
as of the Final Acceptance Date.
(c) Upon expiration of the Plant Establishment Period, DB Contractor shall
be relieved of responsibility for Plant Establishment Work.
(d) Notwithstanding the foregoing, all elements of the Work and portions of
the RCTC-Provided Property that will be owned by Persons other than RCTC or Department
(such as Utility facilities or Local Agencies) will be considered accepted for maintenance purposes
only as of the date of acceptance of maintenance responsibilities by such Persons.
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12.2.4. Extension of Maintenance and Repair Obligation
RCTC may require DB Contractor to continue to maintain, rebuild, repair or replace Work
accepted by RCTC by way of a Change Order or Directive Letter under Section 16.4. Any RCTC-
Directed Change extending DB Contractor's obligations to maintain, rebuild, repair and replace
Work shall include a requirement to provide performance security separate from the Bonds
described in Section 10.1 and extensions of certain insurance coverages described in Section 11
and Exhibit 12 (Insurance Policy Requirements). Notwithstanding the RCTC-Directed Change,
DB Contractor shall be entitled to release of each Performance Bond and Payment Bond in
accordance with the terms of those instruments and Section 10.1, provided that (a) DB Contractor
has otherwise satisfied all conditions to the release of the Payment Bond and Performance Bond
but for the addition of the extended maintenance, rebuild, repair and replacement obligations
directed by RCTC, and (b) DB Contractor has provided separate performance security for the
extended maintenance, rebuild, repair and replacement obligations in form, amount and
substance satisfactory to RCTC and such security will remain in effect after the release of the
Payment Bond and Performance Bond.
12.3. Title
(a) DB Contractor warrants that it owns, or will own, and has, or will have,
good and marketable title to all materials, equipment, tools and supplies provided, or to be
provided, by it and its Subcontractors that become part of the Project or are purchased for RCTC
for the operation, maintenance, rebuild, repair or replacement thereof, free and clear of all Liens.
(b) Title to all such materials, equipment, tools and supplies delivered to
the Site shall pass to RCTC, free and clear of all Liens, upon the sooner of (i) incorporation into
the Project, (ii) payment by RCTC to DB Contractor of invoiced amounts pertaining to such
materials, equipment, tools and supplies; and (iii) acceptance by RCTC.
(c) Notwithstanding any such passage of title, DB Contractor shall retain
sole care, custody and control of, and risk of loss with respect to, such materials, equipment, tools
and supplies and shall exercise due care with respect thereto until Final Acceptance or until DB
Contractor is removed from the Project.
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SECTION 13
WARRANTIES AND NONCONFORMANCES DURING THE WARRANTY PERIOD
13.1. DB Contractor Warranties
13.1.1. General Warranty
DB Contractor warrants that:
(a) All Design Work furnished under this Contract shall conform to Good
Industry Practice and shall comply with the applicable requirements of this Contract;
(b) The Project and the Work shall be free of Nonconformances;
(c) Materials furnished by or on behalf of any DB-Related Entity under this
Contract shall be of good quality and shall be new when installed;
(d) Equipment furnished by or on behalf of any DB-Related Entity shall be
of modern design and in good working condition;
(e) The Work shall be free of Deviations that do not constitute RCTC
approved Deviations;
(f)
Contract; and
The Work shall meet all of the requirements and warranties of this
(g) The Construction Work shall be fit for use for the purposes and
requirements set out in this Contract.
13.1.2. Warranty Period
(a) Subject to Sections 13.1.2(b) and 13.1.2(c), the original Warranty
Period during which each element of the Project shall meet the General Warranty is as follows:
(i) For each element of the Project, except elements that will be
owned by Persons other than RCTC and/or Department (e.g., Utility Owners and Local Agencies),
the Warranty Period commences upon Project Completion and ends two years after the Project
Completion Date; and
(ii) For each element of the Project that will be owned by Persons
other than RCTC and/or Department (e.g., Utility Owners and Local Agencies), the Warranty
Period commences upon acceptance of the element by the Person that will own such element
and ends two years after such acceptance, or, in the case of Relocations, for such longer term
required by the applicable Utility Agreement(s).
(b) For each element of the Project subject to Warranty Work, the Warranty
Period for that element shall extend beyond the original Warranty Period, if necessary, to provide
at least a two-year Warranty Period after acceptance of the Warranty Work; except that no
Warranty Period shall exceed three years after the Project Completion Date.
(c) If this Contract is terminated for any reason prior to Substantial
Completion, then a two-year Warranty Period shall apply to the elements of the Project completed
or provided in accordance with the requirements of this Contract on or prior to such termination.
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For such elements, the Warranty Period shall commence upon the Termination Date and end two
years after the Termination Date.
(d) At the completion of the Warranty Period, DB Contractor shall assign
and transfer to RCTC all unexpired warranties on equipment, materials or otherwise relating to
the Work.
13.1.3. Nonconformances during the Warranty Period; Warranty Work
(a) If RCTC determines within the applicable Warranty Period that any of
the Work does not meet the General Warranty, then, subject to Section 7.4.8, DB Contractor shall
perform the Warranty Work necessary to remedy such Work as specified in Section 13.1.3(b),
even if performance of such Warranty Work extends beyond the applicable Warranty Period.
(b) To the extent applicable, the provisions in Sections 7.4.6 through 7.4.8
regarding notice and remedy of Nonconformances prior to Project Completion, shall apply to
Warranty Work, except that if DB Contractor fails to remedy Nonconformances in accordance with
Section 7.4.7, RCTC may, without limiting its rights under Section 14.3.2, make a claim under any
Bond, or draw on any certificate of deposit, letter of credit, or other security provided by DB
Contractor pursuant to this Contract to satisfy such amounts.
(c) RCTC and DB Contractor shall conduct a walkthrough of the Site prior
to expiration of the applicable Warranty Period and produce a punch list of Nonconformances that
require Warranty Work.
13.2. Subcontractor Warranties
13.2.1. Warranty Requirements
(a) Without in any way derogating the General Warranty and DB
Contractor's own representations and warranties and other obligations with respect to the Work,
DB Contractor shall obtain from all Subcontractors for periods at least coterminous with the
Warranty Period and cause to be extended to RCTC and Department, appropriate
representations, warranties, guarantees and obligations with respect to design, materials,
workmanship, equipment, tools and supplies provided by such Subcontractors to comply with this
Section 13.
(b) Subject to Section 13.2.1(c), DB Contractor shall cause Subcontractor
warranties to be extended and enforceable by:
(i) RCTC and Department and any other parties for whom Work is
being performed or equipment, tools, supplies or software is being supplied by such
Subcontractor; and
(ii) Local Agencies and Utility Owners, with respect to those
portions of the Work owned or controlled by each such Person, respectively provided such
enforcement shall not exceed, RCTC and Department's applicable rights under this
Section 13.2.1(b).
(c) Section 13.2.1(b) shall not apply to standard, pre -specified
manufacturer warranties of mass -marketed materials, products (including software products),
equipment or supplies where the warranty cannot be extended to RCTC using commercially
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reasonable efforts. RCTC agrees to forebear from exercising remedies under any such warranty
so long as DB Contractor is diligently pursuing remedies thereunder.
(d) All representations, warranties, guarantees and obligations of
Subcontractors (i) shall be written so as to survive all RCTC and Department inspections, tests
and approvals under this Contract, and (ii) shall run directly to and be enforceable by DB
Contractor, Department and/or RCTC and their respective successors and assigns.
(e) DB Contractor assigns to RCTC and Department all of DB Contractor's
rights and interest in all extended warranties DB Contractor receives from any of its
Subcontractors for periods exceeding the applicable Warranty Period. To the extent that any
Subcontractor warranty would be voided by reason of DB Contractor's negligence or failure to
comply with this Contract in incorporating material or equipment into the Work, DB Contractor
shall remedy such Nonconformance to preserve such Subcontractor warranty.
(f) Except with respect to extended warranties under Section 13.2.1(e)
after expiration of the Warranty Period, if RCTC or Department provides Notice of a failure of any
of the Work to satisfy any Subcontractor warranty, representation, guarantee, or obligation, DB
Contractor shall enforce or perform any such representation, warranty, guaranty, or obligation for
the duration of the applicable warranty (including correcting any Nonconformances).
13.3. No Limitation of Liability
(a) The General Warranty and Subcontractor warranties are in addition to
all rights and remedies available under this Contract or applicable law or in equity, and, subject
to the limitation on punitive, indirect, incidental, or consequential damages in Section 22.2.1, shall
not relieve DB Contractor of any liability or responsibility imposed by this Contract or applicable
law with respect to the Work, including liability for design defects, latent construction defects, strict
liability, breach, negligence, willful misconduct or fraud.
(b) The fact that RCTC may not have discovered any Nonconformance
prior to Final Acceptance shall not constitute an acceptance of such Nonconformances.
13.4. Damages for Breach of Warranty and Other Rights at Law / Equity
Subject to Section 22, RCTC and Department may pursue any remedies available at law or in
equity against DB Contractor and the DB-Related Entities for (a) Nonconformances, including
design defects and latent construction defects; and (b) breach of an express or implied warranty,
Subcontractor warranty or the General Warranty, including the cost of performance of such
obligations by others.
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SECTION 14
PAYMENT FOR SERVICES
14.1. Contract Price
14.1.1. Fixed Price
Except as set out in Section 14.1.2, and as otherwise expressly provided in Section 16:
(a) The complete compensation payable by RCTC to DB Contractor under
this Contract is the Contract Price; and
(b) The Contract Price shall not be modified.
14.1.2. NTP1 Work; Delay in Issuance of NTP2
(a) Subject to Section 19, DB Contractor acknowledges and agrees that
the amount of funds available to pay for Work performed prior to issuance of NTP2 is limited to:
(i) $1,400,000 for performance of NTP1 Submittals, to be paid in
accordance with the NTP1 Payment Schedule; plus
(ii) $3,500,000 for performance of NTP Design and Geotechnical
Work, to be paid in accordance with the NTP1 Payment Schedule; plus
(iii) $4,700,000 for mobilization (including NTP1 Mobilization Work)
to be paid in accordance with Section 14.3.5(a)(i); plus
(iv) Premiums for bonds and insurance associated with NTP1 Work
to be paid accordance with Section 14.3.6.
(b) RCTC has no obligation to make any payments to DB Contractor in
excess of the amounts specified under Section 14.1.2(a), until such time (if any) as NTP2 is
issued.
(c) If NTP1 has not been issued by 210 days after the Proposal Date and
such delay is not caused in whole or in part by any act or omission of any DB-Related Entity or
any DB Contractor Fault, then the Contract Price (less any amounts previously earned or paid)
shall be adjusted based on the change in the three-year rolling average of the monthly ENR
Los Angeles Construction Cost Index (CCI), by adding or subtracting the product of the following
from the Contract Price:
D = (Contract Price (less any amounts previously earned or paid))
* ([A-B]/B)
where:
"D" is the adjustment amount;
"A" is the average of the ENR Los Angeles CCI published during
the 36-month period preceding the date of issuance of NTP1
(i.e., the amount determined by taking the average of the index
most recently published as of the date of the NTP1, the index most
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recently published as of the date one month prior to that date, etc.);
and
"B" is the average of the ENR Los Angeles CCI published during
the 36-month period preceding the date that is NTP1 plus 210 days.
For example, if the Proposal Date was November 20, 2019, the date for commencement of
escalation would be August 16, 2020. Assuming (a) the as -proposed Contract Price (less any
amounts previously earned or paid) is $100,000,000, (b) NTP1 is issued on November 1, 2020,
(c) the average monthly ENR Los Angeles CCI for the 36-month period ending August 16, 2020
was 7500, and (d) the average monthly ENR Los Angeles CCI published for the 36-month period
ending November 1, 2020 was 7875, then the price adjustment amount would be:
D = $100,000,000 x (([7875-7500]/7500)) = $5,000,000
Accordingly, the Contract Price of $100,000,000 would be increased to $105,000,000 as a result
of the delay in issuance of NTP1.
(d) Any Contract Price increase under this Section 14.1.2 shall be
amortized proportionally over all Work at issue, and shall be evidenced by a Change Order
accompanied by a revised Project Schedule and otherwise in accordance with Section 16.
14.2. Invoicing and Payment
The Contract Price shall be invoiced and paid in accordance with the following process.
14.2.1. NTP1 Work
RCTC will pay DB Contractor for NTP 1 Work no more often than once monthly after NTP
1 and only based on the following:
(a) For NTP 1 Submittals in the NTP1 Payment Schedule (Exhibit 10-A),
RCTC will pay DB Contractor the amounts in the corresponding line items for Submittals in the
NTP1 Payment Schedule (Exhibit 10-A) subject to complete submission to and approval by RCTC
of the Submittals for which DB Contractor is requesting payment;
(b) For NTP1 Mobilization Work, RCTC will pay DB Contractor in
accordance with Section 14.3.5(a)(i); and
(c) For bond and insurance premiums for NTP1 Work, RCTC will pay DB
Contractor in accordance with Section 14.3.6(a)(i).
14.2.2. Draft Invoice and Progress Meeting
(a) On or before the 25th day of each month following the issuance of NTP1,
DB Contractor shall deliver to RCTC a draft invoice for that month ("Draft Invoice"), or other
RCTC-approved form, including:
(I) The portion of the Contract Price allocable to the Work actually
performed by DB Contractor in accordance with this Contract during the month, and due in
accordance with the most recent Monthly Progress Schedule, as of the date of the most recent
Progress Meeting;
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(ii) The Monthly Progress Report described in TP Section 2.5.3;
(iii) An Invoice Certificate certified by DB Contractor, signed and
sealed by DB Contractor's Representative, with no additions or deletions other than those
approved by RCTC;
(iv) In the case of amounts to be paid on a unit price basis, invoices,
receipts or other evidence establishing the number of units delivered;
(v) In the case of amounts invoiced for Time and Materials Work,
all supporting documentation described in Section 16.10;
(vi) The amounts paid to Subcontractors (including Suppliers) from
the payments made by RCTC to DB Contractor with respect to the prior month's invoice;
(vii) Affidavits of payment and unconditional waivers of Liens and
claims, in the applicable forms required under Civil Code sections 8132 and 8138, executed by
DB Contractor and each Subcontractor with respect to all amounts paid in the prior month's
invoice;
(viii) In the case of invoices that cover Utility Work, documentation
as required by TP Section 7.2.7.2. Such invoices shall also separately identify the total amount
due for (a) Utility Betterments, and (b) any other Work for which the Utility Owner has Cost
Liability;
(ix) Subcontractor payment releases in the form required in Civil
Code sections 8132 through 8138;
(x) Documentation showing that materials being invoiced meet or
exceed the applicable requirements of the Quality Management Plan (e.g., sampling/testing
frequency, Buy America Certification, etc.);
(xi) Any other Submittals that this Contract require to be included
with invoice packages;
(xii) Any amounts otherwise payable in accordance with this
(xiii) All materials, reports, schedules, certifications and other
submittals identified in TP Sections 2.5.3 and 4.3.3; and
Contract;
(xiv) Any supporting documentation reasonably requested by RCTC
to enable RCTC to fully and accurately determine (without needing to refer to any other
documentation or information) the amounts payable by RCTC to DB Contractor.
(b) Each Progress Meeting shall be attended by DB Contractor and RCTC
and/or its consultants and may also be attended by Department.
(c) At each Progress Meeting, DB Contractor's and RCTC's
Representatives shall:
(i)
Ascertain the progress of the Work;
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(ii) Review the Draft Invoice reflecting the value of Work completed
as of the date of the Progress Meeting based on:
(1) Completed and approved Submittals for NTP1 Work;
(2) Quantities and unit prices for unit priced Work;
(3) Time and materials for Time and Materials Work; and
(4) For all other Work, based on the percentage completion
of Project Schedule activities and the values distributed to such activities; and
(iii) Sign the Draft Invoice, indicating the portions of it that have
been approved and the proposed total payment amount, which shall be the approved value of the
Work then completed, based on the factors in Section 14.2.2(c)(ii), less Retainage and progress
payments previously made.
(d) If DB Contractor fails to submit the Monthly Progress Report by the time
required under Section 14.2.2(a), RCTC may, in addition to any other withholdings, withhold up
to 5% from each progress payment until RCTC receives the Monthly Progress Report.
14.2.3. Delivery of Invoice
(a) Within seven days after each Progress Meeting, DB Contractor shall
submit to RCTC five copies of an updated Invoice. Each Invoice shall be based upon the Draft
Invoice signed under Section 14.2.2(c)(iii) and may not include any amounts not approved by
RCTC in the Progress Meeting reviewing the Draft Invoice, except for modifications as appropriate
to account for unit priced, and for Time and Materials Work completed during the remainder of
the Month.
(b) DB Contractor acknowledges that RCTC will obtain funding for portions
of the Work from various sources, and agrees to segregate billings for all such Work in a format
reasonably requested by RCTC and with detail and information as reasonably requested by
RCTC.
(c) Within ten Business Days after RCTC's receipt of the Invoice, RCTC:
(i) Will review the Invoice for consistency with the Draft Invoice
signed under Section 14.2.2(c)(iii) and compliance with this Contract;
(ii) Shall Notify DB Contractor of the amount approved for payment
and specify the reason for disapproval of any remaining amounts in the Invoice; and
(iii) DB Contractor may include any disapproved amounts under
Section 14.2.3(c)(iii) in the next month's Draft Invoice and Invoice (as applicable) after correction
of the deficiencies noted by RCTC (all such disapproved amounts shall be deemed in dispute
unless otherwise agreed).
14.2.4. Payment by RCTC
(a) Within 30 days after RCTC's receipt of a complete Invoice or
Application for Final Payment in accordance with Section 14.4, RCTC shall pay DB Contractor
the amount of the invoice or Application for Final Payment approved for payment less any
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applicable Retainage and less any amounts that RCTC is otherwise entitled to withhold or deduct
under this Contract.
(b) For Work authorized by NTP1, RCTC has no obligation to pay
DB Contractor any amount that would result in: (i) payment for any activity or Submittal prior to its
completion and approval by RCTC, as provided in Section 14.2.1; or (ii) aggregate payments for
Work authorized by NTP1 that exceed the maximum limit specified in Section 14.1.2(a).
(c) For Work authorized by NTP2, RCTC has no obligation to pay DB
Contractor any amount that:
(i) Results in payment for any activity in excess of the value of the
activity times the completion percentage of such activity (for non -unit priced Work);
(ii) Was not approved by RCTC under Section 14.2.3(c); or
(iii) Results in aggregate payments under this Contract in excess of
the overall completion percentage for the Project multiplied by the Contract Price (for non -unit
priced Work), plus amounts allowed by Change Orders.
14.3. Deductions, Exclusions and Limitations on Payment
14.3.1. Retainage
(a) RCTC shall withhold funds ("Retainage") from each payment to be
made to DB Contractor under Section 14.2.4 until DB Contractor achieves Substantial
Completion, and thereafter shall cease withholding Retainage from future payments other than
payment for Plant Establishment Work. The Retainage shall be an amount equal to 5% of the
payment amount.
(b) Except as otherwise provided in Section 14.3.1(c), no portion of the
Retainage shall be released until the following conditions have been met:
(i) All Liquidated Damages, Lane Closure Charges and Flagging
Charges have been paid to RCTC in accordance with this Contract;
(ii) DB Contractor has established to RCTC's satisfaction that
Liquidated Damages, Lane Closure Charges and Flagging Charges are not anticipated to be
owing to RCTC;
(iii) DB Contractor has provided Notice requesting release or
Retainage;
(iv) No Event of Default has occurred or remains uncured, and no
event has occurred that, with the passage of time or the giving of notice, would constitute an Event
of Default; and
(v) Release or Retainage has been approved in writing by each
Surety.
(c) RCTC shall release Retainage withheld for Work completed by any
Subcontractor, once per fiscal quarter upon receipt of a quarterly application from DB Contractor
(i) stating the Subcontractor has satisfactorily completed all Work required to be performed under
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its Subcontract, (ii) stating the amount withheld by DB Contractor under the Subcontract, and (iii)
providing all backup information and stop payment notice and Lien releases as may be required
by RCTC.
(d) Within seven days after receipt of payment of Retainage from RCTC to
DB Contractor for completed subcontracted Work, DB Contractor shall pay to the applicable
Subcontractor (i.e., the Subcontractor that completed the subcontracted Work) all moneys
withheld as retention from the Subcontractor, even if Work to be performed by DB Contractor or
other Subcontractors is not completed and has not been accepted. DB Contractor must show
good cause and obtain RCTC's prior written consent for any delay or postponement in payment
of retainage over 30 days.
(e) Subject to Section 14.3.1(f), RCTC shall release:
(i) 50°/0 of the Retainage less the total amount of prior releases
(bringing the total withholding to 50% of the value of the total Retainage) 30 days after Substantial
Completion;
(ii) An additional portion of Retainage 30 days after Project
Completion to bring the total withholding to 25% of the value of the total Retainage; and
(iii) All remaining Retainage on the date that Final Payment is due
under the Contract other than payment for Plant Establishment Work and 150% of estimated
amounts to pay:
(f) The amounts to be released under Section 14.3.1(e) shall be reduced
by 150% of the sum of (i) any amounts which RCTC is required to retain under Public Contract
Code section 9203, (ii) amounts applied to the payment of Losses incurred by RCTC for which
DB Contractor is responsible, (iii) amounts that RCTC deems advisable, in its good faith
discretion, to retain to cover any existing or threatened claims, Liens and stop payment notices
from Subcontractors, Suppliers, laborers, Utility Owners, BNSF or other third parties relating to
the Project, (iv) the estimated cost, as determined by RCTC, in its good faith discretion, of
remedying any Nonconformances or otherwise remedying any breach of contract or Event of
Default by DB Contractor, (v) amounts RCTC is required to retain under applicable federal law,
including 26 U.S.C. § 3402, and (vi) any Liquidated Damages, Lane Closure Charges or Flagging
Charges.
(g) Final payment of Retainage not applied as a result of Section 14.3.1(f)
shall be made upon DB Contractor's showing, to RCTC's satisfaction, that all such matters have
been resolved, and DB Contractor shall deliver to RCTC a certificate representing that there are
no outstanding Claims of DB Contractor or any Claims, Liens or stop payment notices of any
Subcontractor, Supplier, laborer, Utility Owner or other third party with respect to the Work.
(h) RCTC shall release payment for Plant Establishment Work in
accordance with Section 14.3.8.
(i) DB Contractor may substitute securities or a letter of credit for the
Retainage pursuant to the procedures contained in Public Contract Code section 22300. No such
substitution shall be accepted until: (i) RCTC approves such securities or letter of credit as
qualifying substitutes; (ii) the value of such securities has been established to RCTC's
satisfaction; (iii) the Parties have entered into an escrow agreement (if the securities are to be
held in escrow) in form substantially similar to that contained in Public Contract Code
section 22300; (iv) and all documentation necessary for assignment of the securities to RCTC or
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to the escrow agent, as appropriate, has been delivered in form and substance satisfactory to
RCTC. If DB Contractor has substituted securities for any of the Retainage, then RCTC may
request that such securities be revalued from time to time, but not more often than monthly. Such
revaluation would be made by the Person designated by RCTC and approved by DB Contractor.
If such revaluation results in a determination that such securities have a market value less than
the amount of Retainage for which they were substituted, then, notwithstanding anything to the
contrary contained in this Contract, the amount of the Retainage required under this Contract shall
be increased by such difference in market value. Such increased Retainage shall be withheld
from the next progress payment due to DB Contractor under this Contract.
14.3.2. Withholding of Payment
Notwithstanding any other provision of this Contract and in addition to the deductions
provided for under Section 14.3.1, RCTC may deduct from any payment owing under this
Contract:
(a) Any debt, charge, payment, reimbursement or other moneys due from
DB Contractor to RCTC, whether under this Contract, under applicable Governmental Rules or in
equity, including Liquidated Damages, Lane Closure Charges or Flagging Charges, that have
accrued as of the date of the Invoice or Application for Final Payment, or that are anticipated to
accrue based on the Completion Deadlines shown in the Project Schedule;
(b) Any Claim that RCTC or others as specified below may have against
DB Contractor including;
(i) Failure of DB Contractor to make payments of undisputed
amounts to a Subcontractor when such payments are due under the Subcontract, which failure is
not cured by DB Contractor; and
(ii) Third Party Claims for which DB Contractor is responsible under
this Contract;
(c) If a notice to stop payment is filed with RCTC, due to DB Contractor's
failure to pay for labor or materials used in the Work, money due for such labor or materials, plus
the 25% prescribed by law, will be withheld from payment to DB Contractor. In accordance with
Civil Code section 9364, RCTC may accept a bond by a corporate surety in lieu of withholding
payment;
(d) Any sums expended by or owing to RCTC as a result of DB Contractor's
failure to maintain the As -Built Documents;
(e) Any sums expended by RCTC in performing any of DB Contractor's
obligations under this Contract that DB Contractor has failed to perform or that RCTC may elect
to undertake itself plus an administrative charge equal to 10% of such costs;
(f)
removes Work;
Any sums for a Change Order that decreases, omits, deletes or
(g) Any sums for Nonconformances that are not timely remedied by DB
Contractor pursuant to the terms of this Contract; and
(h) All legally required sums for, but not limited to stop notices, labor and
tax Liens, including any fines or penalties RCTC or Department incurs because of the failure or
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alleged failure by any DB-Related Entity to comply with the Governmental Approvals or
Governmental Rules (including any Environmental Laws).
The failure by RCTC to deduct any of these sums from any payment shall not constitute
a waiver of RCTC's rights (i) to such sums or (ii) with respect to any breach or default related
thereto. When the reasons for deducting, offsetting or withholding payment are removed, RCTC
shall pay DB Contractor for amounts previously deducted as part of the next monthly payment.
14.3.3. Interest
(a) Any amounts that DB Contractor owes to RCTC under this Contract
shall earn interest from the date such amounts are due to RCTC at the lesser rate of (i) 10% per
annum, and (ii) the maximum rate allowable under applicable Governmental Rules.
(b) Except with respect to Claims under Section 24, if payment of any
undisputed amount from RCTC to DB Contractor is made after the 30th day following the proper
submission of an undisputed and properly complete Invoice, then the payment shall include
interest on the amount owing, at the rate in Code of Civil Procedure section 685.010(a), from the
30th day after the payment was due until the date of payment.
(c) Interest shall not accrue on Retainage or monies withheld pursuant to
stop notices or the final payment.
14.3.4. Unincorporated Materials
RCTC will not pay for materials not yet incorporated in the Work unless the following
conditions are met:
(a) Material shall be delivered to the Site, or delivered to DB Contractor
and promptly stored by DB Contractor in bonded storage at a location approved by RCTC, in its
reasonable discretion. DB Contractor shall submit certified bills for such materials with the
Invoice, as a condition to payment for such materials. RCTC shall allow and pay only such portion
of the amount represented by these bills as in its opinion is consistent with the reasonable cost of
such materials. If such materials are stored at any site not approved by RCTC, DB Contractor
shall accept responsibility for and pay all personal and property taxes that may be levied against
RCTC by any state or subdivision thereof on account of such storage of such material. RCTC
will permit DB Contractor, in good faith, to contest the validity of any such tax levied against RCTC
in appropriate proceedings and in the event of any judgment or decree of a court, DB Contractor
agrees to pay same together with any penalty or other costs, relating thereto.
(b) DB Contractor shall promptly execute, acknowledge and deliver to
RCTC proper bills of sale or other instruments in writing in a form acceptable to RCTC conveying
and assuring to RCTC title to such material included in any Invoice, free and clear of all Liens, as
and when title passes under Section 12.3 for any materials delivered to Site. DB Contractor shall
conspicuously mark such material as the property of RCTC, shall not permit such materials to
become commingled with non-RCTC-owned property and shall take such other steps, if any, as
RCTC may require or regard as necessary to vest title to such material in RCTC free and clear of
Liens.
(c) Material included in an Invoice but which is subsequently lost, damaged
or unsatisfactory shall be deducted from succeeding Invoices.
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(d) Payment for material provided and delivered as indicated in this
Section 14.3.4 will not exceed the amount paid by DB Contractor as evidenced by a bill of sale
supported by the paid Invoice. RCTC shall withhold Retainage from such payment as specified
in Section 14.3.1.
14.3.5. Payment for Mobilization
(a) RCTC shall pay DB Contractor for mobilization an amount equal to the
amount set out in Exhibit 2 (Contract Particulars), not to exceed $14.8 million. This amount shall
be fixed and paid in installments as follows:
(i) The first $4.7 million for NTP1 Mobilization Work shall be paid
in three consecutive monthly installments of equal amounts, commencing with RCTC's first
payment to DB Contractor after issuance of NTP1;
(ii) The second payment shall be made after issuance of NTP2 in
an amount not to exceed $3 million, payable when 5% of the Contract Price is earned on items
other than mobilization;
(iii) The third payment shall be made after issuance of NTP2 in an
amount not to exceed $2.5 million, payable when 7.5% of the Contract Price is earned on items
other than mobilization; and
(iv) The fourth payment shall be made after issuance of NTP2 in an
amount not to exceed $1.1 million, payable when 10% of the Contract Price is earned on items
other than mobilization.
14.3.6. Payment for Bond and Insurance Premiums
(a) RCTC shall reimburse DB Contractor for bond and insurance premiums
set forth in the Proposal. Any additional bond and insurance premiums with respect to Work
performed under a Change Order (whether it is a reduction or increase) will be paid on the basis
of the amount actually paid, without markup and not to exceed the amount set out in Exhibit 2
(Contract Particulars). DB Contractor shall invoice such pass -through amounts as follows:
(i) For the portion of the Contract Price allocated to bond and
insurance premiums for NTP1 Work, no earlier than the first Invoice following NTP1;
(ii) For the portion of the Contract Price allocated to bond and
insurance premiums for NTP2 Work, no earlier than the first Invoice following NTP2; and
(iii) Except for any Work performed with respect to a Change Order,
any excess portion of the insurance premiums actually paid, without markup shall be payable
following Substantial Completion provided such amounts do not exceed the amount set out in
Exhibit 2 (Contract Particulars).
14.3.7. Payment for As -Built Documents
DB Contractor shall not be entitled to payment for the last $824,200 until As -Built
Documents have been delivered to RCTC and approved by RCTC.
14.3.8. Payment for Plant Establishment Work
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RCTC shall retain from payment to DB Contractor an amount equal to $200,000 until the
end of the Plant Establishment Period and RCTC's receipt of a certification from DB Contractor
representing that there are no outstanding Claims of DB Contractor or any claims, Liens or stop
payment notices of any Subcontractor, Supplier, laborer or third party with respect to the Plant
Establishment Work.
14.3.9. Payment for Equipment
RCTC shall not pay for direct costs of equipment. Costs of equipment, whether new, used,
or rented, and to the extent not included in the mobilization payments under Section 14.3.5, shall
be allocated to and paid for as part of the activities with which the equipment is associated, in a
manner which is consistent with the requirements of Section 16.10.3.
14.3.10. DB Contractor Payment for Department furnished materials
DB Contractor shall pay RCTC for all Department furnished materials in accordance with
Section 6-1.02 of the Modified Standard Specifications.
14.4. Final Payment
14.4.1. Final Payment for all Work, other than Plant Establishment Work, shall not
become due to DB Contractor under this Contract until DB Contractor submits to RCTC the
Application for Final Payment showing the proposed total amount due to DB Contractor, including
Retainage. The Application for Final Payment shall include:
(a) All requirements for Invoices under Section 14.2.2;
(b) A list of all outstanding or pending DB Contractor Change Requests
and all existing or threatened claims, Liens and stop payment notices by Subcontractors, Utility
Owners, BNSF, or other third parties relating to the Project, including any notices filed or to be
filed with the Affidavit of Final Acceptance, stating the amount at issue associated with each such
notice;
(c) Complete and legally effective releases or waivers of Liens and stop
payment notices, in the applicable forms required under Civil Code sections 8132 through 8138,
from all Persons legally eligible to file Liens and stop payment notices in connection with the Work;
except that, as applicable, DB Contractor may provide release bonds, or other security acceptable
to RCTC, in amounts equal to 125% of amounts claimed in any stop payment notices filed in
connection with the Project;
(d) Consent of any Guarantors and Surety(ies) to the Final Payment;
(e) An executed release from DB Contractor for any Claims that arise in
connection with the Work that survives the Final Payment, including an express and unconditional
waiver and release sufficient to waive any rights and benefits DB Contractor may have pursuant
to section 1542 of the Civil Code, which shall release and waive any Claims against the
Indemnified Parties, excluding only those matters identified in any Change Notices listed as
outstanding in the Application for Final Payment and any Claims for unpaid amounts owing under
this Contract relating to Plant Establishment Work and Warranty Work. The release shall be
accompanied by an affidavit from DB Contractor certifying that:
(i) All Work has been performed in accordance with this Contract;
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(ii) It has resolved any Claims made by Subcontractors, Utility
Owners, BNSF and others against DB Contractor or the Project;
(iii) It has no reason to believe that any Person has a valid Claim
against DB Contractor or the Project which DB Contractor has not provided Notice of to RCTC as
of the date of the certificate; and
(iv) All guarantees, the General Warranty and Subcontractor
warranties are in full force and effect.
(f) Bills of sale or other instruments of title transfer or assignment with
respect to Intellectual Property (excluding Proprietary Intellectual Property), as requested by
RCTC, free and clear of liens, claims and encumbrances;
(g) Affidavits of prevailing wages paid, signed and submitted by DB
Contractor and each Subcontractor required to submit such an affidavit under Labor Code
section 1775(b)(4) in the form required under Governmental Rules or Project Standards;
(h) Assignment to RCTC of all right, title and interest in and to all claims
and causes of action it might have under section 4 of the Clayton Act (15 U.S.C. § 15) or under
the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, equipment,
hardware, software or materials in accordance with this Contract or any Subcontract; and
(i) Such other supporting documentation to enable RCTC to fully an
accurately determine (without needing to refer to any other documentation or information) the
amounts payable by RCTC to DB Contractor, including any information reasonably requested by
RCTC.
14.4.2. DB Contractor Change Requests filed concurrently with the Application for
Final Payment must otherwise be timely and meet all requirements under Section 16 and are
subject to Section 15.
14.4.3. If the Application for Final Payment lists any existing or threatened Claims,
Liens and stop payment notices of Subcontractors, Suppliers, laborers, Utility Owners, BNSF or
other third parties against DB Contractor, RCTC or the Project, or if any is thereafter filed, RCTC
may withhold from payment such amount as RCTC deems advisable to cover any amounts owing
or which may become owing to RCTC by DB Contractor, including costs to complete or remediate
uncompleted Work or Nonconformances, and 125% of the amount of any existing or threatened
Claims, Liens and stop payment notices of Subcontractors, Suppliers, laborers, Utility Owners,
BNSF and other third parties against DB Contractor, RCTC or the Project.
14.4.4. RCTC will review DB Contractor's proposed Application for Final Payment as
if it were an Invoice under Section 14.2.3 except that any changes or corrections, including
deductions described in Section 14.3.2 or 14.4.3, will be forwarded to DB Contractor for correction
within 20 Business Days. Any changes or corrections made pursuant to this Section 14.4.4 will
be reflected in an updated monthly payment schedule showing the net amount owed to DB
Contractor by month.
14.4.5. DB Contractor's acceptance of Final Payment for the Work shall constitute a
waiver of all Claims by DB Contractor, known or unknown, suspected or unsuspected, except
those previously made in writing and identified as unsettled at the time of submission of the
Application for Final Payment for the Work and Claims which DB Contractor may be entitled to
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assert against RCTC with respect to indemnities under this Contract or with respect to RCTC's
breach of obligations under this Contract to be performed after Final Payment.
14.5. Payment for Subsequent Claims
Except as set out in Section 14.4.5, if, after Final Payment is made, it is determined through the
informal or formal Claims or dispute resolution processes in this Contract, that either Party is
entitled to payment from the other Party with respect to Claims that (a) were identified as being
unsettled in the release and waivers of Claims required in Section 14.4.1(b), (b) DB Contractor
may be entitled to assert against RCTC with respect to indemnities under this Contract or with
respect to RCTC's breach of obligations under this Contract that may occur after the Final
Payment, or (c) RCTC may be entitled to assert against DB Contractor with respect to
DB Contractor's continuing obligations under this Contract, such Party shall pay the amounts
determined to be owing to the other Party within ten Business Days after such determination.
14.6. Payments Not Acceptance of Work
14.6.1. Any payment of moneys under Section 14.2.4 is not (a) evidence of the value
of Work, (b) evidence that the Work has been satisfactorily carried out in accordance with this
Contract, (c) an admission of liability by RCTC, (d) an approval by RCTC of DB Contractor's
performance or compliance with this Contract, (e) an acknowledgement that RCTC has inspected
or accepted the Work or (f) a waiver of any Claim or right that RCTC may then or thereafter have,
including among others, warranty and indemnity rights.
14.6.2. All payments made by RCTC shall be subject to correction or adjustment in
subsequent progress reviews and payments.
14.7. Payment to Subcontractors
14.7.1. Upon receipt of payment from RCTC, DB Contractor shall pay each
Subcontractor within seven days of receipt of payment from RCTC, out of the amount paid to DB
Contractor on account of such Subcontractor's portion of the Work, the amount to which such
Subcontractor is entitled, less any retainage provided for in the Subcontract.
14.7.2. Any breach of the prompt payment requirements in Section 14.7.1 shall subject
DB Contractor to the penalties, sanctions and other remedies specified in Business and
Professions Code section 7108.5, and may result in the application of appropriate administrative
sanctions, including RCTC's right to withhold two percent of the Invoice amount due to DB
Contractor as a penalty for every month that full payment is not made to a Subcontractor. This
requirement shall not be construed to limit or impair any contractual, administrative, judicial or
equitable remedies otherwise available to DB Contractor or any Subcontractor against each other
in the event of a dispute involving late payment or nonpayment by DB Contractor or deficient
Subcontract performance or noncompliance by a Subcontractor.
14.7.3. RCTC has no obligation to pay or to see to the payment of money to a
Subcontractor, except as may otherwise be required by applicable Governmental Rules. Within
five Business Days after submission of any Notice of Claim (including any Relevant Event Notice)
or other similar notification under this Contract, in each case, that is based in whole or in part on
a request by a Subcontractor for a price increase or time extension under its Subcontract, DB
Contractor shall review and analyze the claim, determine in good faith and certify that it is justified
under the Subcontract and that DB Contractor is justified in making its request for an increase in
compensation and/or time extension. Each such Notice of Claim (or similar notification) involving
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Subcontractor work shall include a summary of DB Contractor's analysis of the claim. Any Notice
of Claim (or similar notification) under this Section 14.7.3 shall be considered incomplete if it
involves Subcontractor work and is not accompanied by such analysis and certification.
14.8. Payment of "Claims" under Public Contract Code section 9204
The Parties acknowledge that Public Contract Code section 9204 requires RCTC to make
payments to DB Contractor with respect to any portion of a "claim" as that term is defined in Public
Contract Code section 9204, which RCTC identifies as undisputed. If any such payments are
made, future Invoices shall account for such payments in a manner acceptable to RCTC. A copy
of Public Contract Code section 9204 is attached as Exhibit 23.
14.9. Disputes
Failure by RCTC to pay any amount in dispute shall not alleviate, diminish or modify in any respect
DB Contractor's obligation to perform the Work in accordance with this Contract, and DB
Contractor shall not cease or slow down its performance under this Contract on account of any
such amount in dispute. Any Dispute regarding payment shall be resolved in accordance with
Section 24. DB Contractor shall proceed as directed by RCTC pending resolution of the Dispute.
Upon resolution of any such Dispute, each Party shall promptly pay to the other any amount
owing.
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SECTION 15
GENERAL PROVISIONS APPLYING TO CHANGES IN THE WORK
15.1. Mitigation
15.1.1. If an event occurs for which DB Contractor considers it is entitled to claim an
extension of time, compensation, relief from performance of its obligations under this Contract or
other relief under this Contract (a "Relevant Event"), DB Contractor shall, and shall require DB-
Related Entities to use and continue to use commercially reasonable efforts to:
(a) Eliminate or mitigate the Losses, schedule impacts, and other adverse
consequences of the Relevant Event on performance of the Work by re -sequencing, reallocating,
and/or redeploying forces to other Work, as appropriate;
(b) Except as expressly provided in this Contract, continue to perform and
remain liable and responsible for its obligations under this Contract notwithstanding the Relevant
Event; and
(c) Resume performance of Work affected by the Relevant Event as soon
as practicable and in all events promptly after the cessation or mitigation of the Relevant Event.
15.1.2. To the extent that DB Contractor does not comply with its obligations under
this Section 15.1, then DB Contractor's entitlement to claim an extension of time, compensation,
or relief from performance of its obligations, or other relief under this Contract with respect to the
Relevant Event will be reduced or eliminated to the extent of such failure.
15.2. Deductions/Reductions for Relevant Events
15.2.1. The compensation payable, extension of time granted, or other relief provided
to DB Contractor in connection with an applicable Relevant Event shall be reduced:
(a) By any amount any DB-Related Entities recovers under any insurance
policy required under this Contract, or otherwise maintained by DB-Related Entities, or would
have recovered if the DB-Related Entity had complied with the requirements of this Contract in
respect of any insurance policy required under this Contract, which amount, for greater certainty,
will not include any excess or deductibles or any amount over the maximum amount insured under
any such insurance policy;
(b) Subject to Section 16.6.2(b), in the case of an extension of time, by the
amount of time avoided or otherwise reduced as a result of the Relevant Event;
(c) By the amount of any Costs avoided or otherwise reduced as a result
of the Relevant Event; or
(d) To the extent the Relevant Event arises out of, relates to, or was caused
or contributed to by any act or omission of any DB-Related Entity or DB Contractor Fault.
15.3. Sole Entitlement
DB Contractor acknowledges and agrees that:
(a) The Contract Price constitutes full compensation for performance of the
Work; and
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(b) DB Contractor's sole right to claim an extension of time, additional
compensation, relief from performance of its obligations, or other relief under this Contract or to
otherwise make any Claim for any Losses in connection with any Change or Relevant Event is as
set out in Section 15, Section 16 and Section 17.
15.4. Notifications; Delay in Notification
15.4.1. If DB Contractor submits to RCTC any Notice or any required information with
respect to a Relevant Event ("Relevant Event Notice") after the due date under this Contract for
the applicable Relevant Event, then DB Contractor shall be deemed to have expressly waived:
(a) The right to collect any Costs, in connection with the Relevant Event,
that DB Contractor incurs prior to the delivery date of the Relevant Event Notice; and
(b) The right to an extension of any Completion Deadline for a Critical Path
delay in connection with the Relevant Event, which accrued prior to the delivery date of the
Relevant Event Notice.
15.4.2. If DB Contractor fails to provide a Relevant Event Notice within the earlier of:
(a) the timeframe expressly stated within this Contract with respect to the specific Relevant Event;
or (b) 20 Business Days after the earlier of (i) obtaining Actual Knowledge of a Relevant Event;
or (ii) the date on which it should have, in the exercise of reasonable diligence or in the
performance of its obligations under this Contract, been aware of the Relevant Event,
DB Contractor shall not be entitled to any relief, and waives all relief, in connection with that
Relevant Event, unless DB Contractor proves to RCTC, based on clear and convincing evidence,
that:
(a) RCTC was not materially prejudiced by the lack of the Relevant Event
Notice; or
(b) RCTC's Representative had Actual Knowledge of the Relevant Event
prior to the due date for the Relevant Event Notice.
15.4.3. DB Contractor may be entitled to relief under this Contract for such Relevant
Event, subject to application of Section 15.4.1 and the other applicable provisions of this Contract.
15.4.4. The following matters (among others) shall be considered in determining
whether RCTC has been prejudiced by DB Contractor's failure to provide a timely Relevant Event
Notice:
(a) The effect of the delay on alternatives available to RCTC (that is, a
comparison of alternatives available at the time Notice was actually given and alternatives that
would have been available if Notice were given within the applicable time frame in
Section 15.4.2); and
(b) The impact of the delay on RCTC's ability to obtain and review objective
information contemporaneously with the applicable Relevant Event.
15.4.5. DB Contractor's failure to provide a Relevant Event Notice within
(a) 15 Business Days of the timeframe expressly stated within this Contract with respect to the
specific Relevant Event; or (b) 30 Business Days after the earlier of (i) obtaining Actual Knowledge
of a Relevant Event; or (ii) the date on which it should have, in the exercise of reasonable diligence
or in the performance of its obligations under this Contract, been aware of the Relevant Event
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shall preclude DB Contractor from any relief due to the occurrence of the Relevant Event,
including the right to receive payment for any Costs, receive a Change Order or make any Claim
for any Losses or Costs in connection with the Relevant Event.
15.4.6. DB CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO
ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE WORK, DELAY,
SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE IN THE
WORK, DELAY, SUSPENSION OR ACCELERATION) FOR WHICH DB CONTRACTOR
FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY
DB CONTRACTOR CHANGE REQUEST, AND AGREES THAT IT SHALL BE ENTITLED TO NO
COMPENSATION OR DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION
WITH THE WORK EXCEPT TO THE EXTENT THAT THE CONTRACT EXPRESSLY
SPECIFIES THAT DB CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER
COMPENSATION, DAMAGES OR TIME EXTENSION.
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SECTION 16
CHANGES IN THE WORK
16.1. Change Order and Directive Letters
Subject to Section 15, this Section 16 sets forth the requirements for obtaining Change Orders
and Directive Letters.
To the extent that any other provision of this Contract expressly provides for a Change Order or
Directive Letter to be issued, such provision is incorporated into and subject to Section 15 and
this Section 16.
16.2. Right of RCTC to Issue Change Orders and Directive Letters
16.2.1. RCTC may, at any time and for any reason, without notice to any Surety or
Guarantor, authorize and/or require a change within the general scope of this Contract pursuant
to a Change Order or Directive Letter.
16.2.2. DB Contractor shall have no obligation to perform any material change outside
the general scope of this Contract, except on terms mutually acceptable to RCTC and DB
Contractor.
16.2.3. For the purpose of Sections 16.2.1 and 16.2.2:
(a) Any direction to perform Work shall not be considered a Change and
shall be considered within the general scope of this Contract if the direction is related in whole or
in part, or directly or indirectly, to the Project; or
(b) Any direction to delete or modify the Work shall be considered within
the general scope unless, as a result the change, this Contract would no longer be considered a
contract to design and build the Project of the nature described in the RFP.
16.3. Issuance of Directive Letter
16.3.1. RCTC may, at any time and for any reason, issue a Directive Letter to
DB Contractor with respect to a change or in the event of any Dispute regarding the scope of
Work.
16.3.2. Any Directive Letter shall state that it is issued under this Section 16.3 and
provide a written detailed description of the change, and the proposed basis for compensation or
reduction in compensation, if any.
16.3.3. Directive Letters shall be effective upon issuance by RCTC. If RCTC issues a
Directive Letter, DB Contractor shall proceed immediately to implement the change in accordance
with the Directive Letter, pending execution of a formal Change Order in the event of a Change.
If, however, the Directive Letter states that the directed Work is within DB Contractor's original
scope of Work and does not constitute a Change, DB Contractor shall proceed with the Work as
directed, but may advise RCTC that it considers the directed Work to constitute a Change and
request that RCTC issue a Change Order under Section 16.4.
16.3.4. In RCTC's sole discretion, a Directive Letter may also be considered a Notice
by RCTC pursuant to Section 16.4.2(b)(ii), requiring DB Contractor to provide a Change
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Response to RCTC, provided the DB Contractor is provided Notice in the Directive Letter to such
effect by RCTC.
16.4. RCTC-Directed Change Orders
16.4.1. Change Notice
If RCTC desires to evaluate whether to initiate an RCTC-Directed Change, then RCTC
may issue a Change Notice setting out the details of the proposed Change.
16.4.2. Change Notice Consultations
(a) Within seven days after delivery of RCTC's Change Notice, or such
shorter period as the Parties mutually agree depending upon the complexity of the proposed
Change, the Parties shall consult to define the proposed scope of the Change. Within five
Business Days after the initial consultation, or such longer period as the Parties mutually agree,
the Parties shall consult concerning the estimated cost and time impacts, if any, to complete the
Change Work. DB Contractor shall provide data regarding such matters as requested by RCTC.
(b) Within five Business Days after the second consultation and provision
of any data regarding matters RCTC requests, RCTC shall notify DB Contractor whether RCTC:
(i) Wishes to issue a Change Order or Directive Letter;
(ii) Wishes to request DB Contractor to provide a full Change
Response;
(iii) Wishes to request DB Contractor to prepare a modified work
plan for the Change and a full Change Response based on the modified work plan; or
(iv) No longer wishes to issue a Change Order.
16.4.3. Change Response
(a) If so requested by RCTC, within ten Business Days after receiving
Notice under Section 16.4.2(b)(ii), or such longer period as the Parties mutually agree, DB
Contractor shall prepare and deliver to RCTC, for RCTC's review and approval, a Change
Response that includes:
(i) A detailed written evaluation of and justification for the proposed
Change, including all activities associated with the Change and the specific provision(s) of this
Contract which permit a Change Order, including data and documents supporting such
evaluation;
(ii) A statement and detailed breakdown of the estimated increase
or decrease (as applicable) to the Contract Price and adjustments to any applicable budget within
or component of the Contract Price required as a result of the Change including all data and
reports required under Section 16.17 and Section 16.18) to support such estimate;
(iii) A breakdown for labor, materials, equipment and permitted
markups for overhead and profit;
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(iv) If the Work will be performed by Subcontractors and if the work
is sufficiently defined to obtain Subcontractor quotes, DB Contractor shall obtain and provide
quotes (with breakdowns showing cost of labor, materials, equipment, and markups for overhead
and profit) on the Subcontractor's stationery, and shall include such quotes as back-up for DB
Contractor's estimate. No markup shall be allowed in excess of the amounts allowed under
Section 16.10;
(v) If DB Contractor believes the Change affects a Critical Path, it
shall provide an impacted delay analysis indicating all activities represented or affected by the
Change, with activity numbers, durations, predecessor, and successor activities, resources and
cost, and with a narrative report, in form satisfactory to RCTC, which compares the proposed new
schedule to the Project Schedule or details of any Acceleration Costs. RCTC may at any time
require DB Contractor to provide two alternative Cost and Schedule Proposals: alternative A,
which shall provide for a time extension and any additional costs permitted under this Contract;
and alternative B, which shall show all Acceleration Costs associated with meeting the original
Completion Deadlines. If it is not feasible to recover any original Completion Deadline or if DB
Contractor believes that the costs associated with such a recovery are prohibitive, then DB
Contractor shall recommend a date to be shown in the alternative B Change Response;
(vi) A certification under penalty of perjury according to the laws of
the State, in form acceptable to RCTC, executed by DB Contractor and stating that (1) the amount
of time and/or compensation requested is justified as to entitlement and amount, (2) the amount
of time and/or compensation requested includes all known and anticipated impacts or amounts,
direct, indirect and consequential, which may be incurred as a result of the proposed Change,
and (3) the cost and pricing data forming the basis for the Change Order is complete, accurate
and current, with specific reference to the California False Claims Act (Government Code section
12650 et seq.) and the U.S. False Claims Act (31 U.S.C. § 3729 et seq.);
(vii) A schedule for completing the Change including any estimated
adjustments to the Completion Deadlines;
(viii) DB Contractor's proposed plan to mitigate the impacts of the
Change and a reasonably detailed breakdown of the expected actual Costs, if any, of such
mitigation; and
(ix) Any other information reasonably requested by RCTC.
(b) If it is not practicable, due to the nature and/or timing of the event giving
rise to a proposed Change Order, for DB Contractor to provide a complete Change Response
within the time in Section 16.4.3(a), DB Contractor shall provide an incomplete Change Response
that includes all information capable of being ascertained together with a list of those Change
Response requirements that are not fulfilled, and an explanation reasonably satisfactory to RCTC
stating why such requirements cannot be met. DB Contractor shall bear the burden of proving
that providing the Change Response within the time in Section 16.4.3(a) was not practicable.
(c) DB Contractor shall bear the cost of developing the Change Response,
including any modifications requested by RCTC, except that actual and reasonable costs of
design and engineering work required for preparation of plans or exhibits necessary to the
Change Response, as pre -authorized by RCTC, may be included in the Change Order as
reimbursable items. If the Change Order is approved, such actual and reasonable design and
engineering costs will be included within the Change Order.
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16.4.4. Change Order Determination
(a) Within 20 Business Days after receipt of DB Contractor's Change
Response, RCTC shall provide Notice of RCTC's intent to proceed or not to proceed with the
Change. If RCTC elects to proceed with the Change and accepts DB Contractor's Change
Response, and any proposed adjustments to this Contract, DB Contractor shall prepare a Change
Order for execution. If RCTC elects to proceed with the Change Order but does not accept the
Change Response in total, RCTC shall either: (i) negotiate and agree to a Change Order with DB
Contractor; (ii) issue a Time and Materials Change Order, as provided in Section 16.10 for the
Change; or (iii) issue a Directive Letter for the Change.
(b) Subject to receipt of any required approvals from Department and
FHWA, if RCTC issues or agrees to a Change Order with DB Contractor in accordance with
Section 16.4.4(a), RCTC and DB Contractor shall execute a Change Order form with respect to
the Change.
(c) Upon receipt of a Change Order under Section 16.4.4(b), DB
Contractor shall implement the Change in accordance with the Change Order.
16.4.5. Notwithstanding the process in this Section 16.4, the Parties may agree to use
a multiple -step process involving issuance of a Change Order which includes an estimated cost
and which provides for a revised Change Order to be issued after a certain design level has been
reached, to allow refinement and further definition of the estimated cost.
16.5. DB Contractor -Initiated Change Orders for Eligible Change
16.5.1. Notice Requirements and DB Contractor Change Requests
(a) DB Contractor shall give RCTC a Notice as soon as possible and within
ten Business Days after DB Contractor had Actual Knowledge of or should have known of an
Eligible Change.
(b) DB Contractor shall, within 20 Business Days after its Notice under
Section 16.5.1(a) or such longer period of time as may be allowed in writing by RCTC, provide a
DB Contractor Change Request which shall:
(i) Be labeled and numbered sequentially (for example the first
DB Contractor Change Request shall be labeled "DB Contractor Change Request No. 1");
(ii) Include, all information required to be submitted by DB
Contractor in a Change Response as if the Eligible Change was a Change with respect to which
RCTC issued a Change Notice;
(iii) In the case of an Eligible Change that is a Delay Event for which
DB Contractor seeks relief under Section 16.6, provide a time impact and delay analysis indicating
all activities represented or affected by the Change, with activity numbers, durations, predecessor
and successor activities, resources and cost; and include a narrative report in form satisfactory to
RCTC that compares the proposed new schedule to the Project Schedule and, if RCTC issues
direction under Section 16.5.1(e), provides details of any Acceleration Costs;
(iv} State the name, title, and activity of each PCM personnel and
RCTC representative with Actual Knowledge of the Eligible Change;
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(v) Identify any documents and the substance of any oral
communication involved in the facts underlying the Eligible Change;
(vi) Provide an estimate of the time within which a response from
RCTC to the DB Contractor Change Request is required to minimize cost, delay or disruption of
performance; and
(vii) If the DB Contractor Change Request relates to a decision that
this Contract leaves to the discretion of a Person or as to which this Contract provides that such
Person's decision is final, the DB Contractor Change Request shall set out in detail all facts
supporting DB Contractor's objection to the decision, including all facts supporting any contention
that the decision was capricious or arbitrary or is not supported by substantial evidence.
(c) DB Contractor's Notice of an Eligible Change under Section 16.5.1(a)
may also serve as a DB Contractor Change Request provided it meets the requirements for a DB
Contractor Change Request under Section 16.5.1(b).
(d) Any adjustments made to the Contract shall not include increased
Costs or time extensions for delay resulting from DB Contractor's failure to timely provide
requested additional information under this Section 16.5.1.
(e) If DB Contractor requests a time extension as part of a DB Contractor
Change Request, then RCTC may require DB Contractor to provide two alternative Requests for
Change Order, one of which shall provide for a time extension and any additional Costs permitted
under this Contract, and the other of which shall show all Acceleration Costs associated with
meeting the original Completion Deadlines, as well as any additional Costs permitted under this
Contract. If it is not feasible to recover any original Completion Deadline or if DB Contractor
believes that the costs associated with such a recovery are prohibitive, then DB Contractor shall
recommend a date to be shown in the alternative DB Contractor Change Request.
16.5.2. Incomplete Requests for Change Order
(a) If it is not practicable, due to the nature and/or timing of the event giving
rise to an Eligible Change, for DB Contractor to provide a complete DB Contractor Change
Request meeting all of the requirements of Section 16.5.1, DB Contractor shall provide an
incomplete DB Contractor Change Request that includes:
(i)
All information capable of being ascertained;
(ii) A list of those DB Contractor Change Request requirements
which are not fulfilled, and an explanation reasonably satisfactory to RCTC stating why such
requirements cannot be met;
(iii) Such information regarding projected impact of the Relevant
Event on a Critical Path and Completion Deadlines as is requested by RCTC; and
(iv) Sufficient detail to ascertain the basis for the proposed Change
Order and for any Contract Price increase associated therewith, to the extent such amount is then
ascertainable.
(b) DB Contractor shall furnish, when requested by RCTC or its designee,
such further information and details as may be required to determine the facts or contentions
involved. DB Contractor shall give RCTC and its designees access to any and all of DB
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Contractor's books, records, and other materials relating to the Work, and shall cause its
Subcontractors to do the same, so that RCTC and its designees can investigate the basis for such
proposed Change Order.
(c) Once a complete DB Contractor Change Request is provided, RCTC
shall, within a period not to exceed 45 days, provide DB Contractor with a written statement
identifying what portion of the DB Contractor Change Request is disputed and what portion is
undisputed.
(d) RCTC may reject the DB Contractor Change Request at any point in
the process for any reason. Once a complete DB Contractor Change Request is provided,
RCTC's failure to respond within 45 days of delivery of the request shall be deemed a rejection
of such DB Contractor Change Request. In any such case, either Party may request dispute
resolution in accordance with Section 24.
16.5.3. Review of Subcontractor Claims
(a) Prior to submission by DB Contractor of any DB Contractor Change
Request that is based in whole or in part on a request by a Subcontractor to DB Contractor for a
price increase or time extension under its Subcontract, DB Contractor shall have: (i) reviewed and
analyzed all Claims by the Subcontractor that constitute the basis for the DB Contractor Change
Request; and (ii) determined in good faith that each such claim has sufficient justification under
this Contract to warrant DB Contractor requesting an increase in the Contract Price and/or change
in Completion Deadlines in the amounts specified in the DB Contractor Change Request. DB
Contractor shall certify in its DB Contractor Change Request that it has completed such review
and that the Claim has justification under this Contract.
(b) Each DB Contractor Change Request involving Subcontractor Work,
and each update to an incomplete DB Contractor Change Request involving such Work, shall
include a summary of DB Contractor's analysis of all Subcontractor claims components and shall
include a certification signed by DB Contractor's Representative stating that DB Contractor has:
(i) investigated the basis for the Subcontractor's claims and believes there is sufficient justification
under this Contract as to entitlement and the amount of money and/or time requested; (ii)
reviewed and verified the adequacy of all back-up documentation to be placed in escrow pursuant
to Section 26.5; and (iii) no reason to believe and does not believe that the factual basis for the
Subcontractor's claim is falsely represented. Any DB Contractor Change Request involving
Subcontractor Work which is not accompanied by such analysis and certification shall be
considered incomplete.
16.6. Change Order Entitlement for Delay Events
16.6.1. Subject to Section 15 and Section 16.6.2, and so long as DB Contractor
complies with the applicable Notice requirements in this Section 16, in the case of a Delay Event
that causes or will result in an identifiable and measurable disruption of the Project that impacts
an activity on the Critical Path (i.e., consumes all available Float and extends the time required to
achieve a Completion Milestone beyond the applicable Completion Deadline), DB Contractor shall
be entitled to a Change Order that provides for:
(a) Either (i) an adjustment to the applicable Completion Deadline (based
on critical path method analysis) to the extent of the actual delay caused by the Delay Event, or
(ii) Acceleration Costs, but only if RCTC elects to order acceleration under Section 16.5.1(e), in
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which case the Change Order shall not provide for an adjustment in the applicable Completion
Deadline;
(b) Subject to Sections 16.6.2(a), 16.6.2(b) and 16.6.2(c), delay and
disruption damages for events only within clauses (a), (b), (c), (e), (f) or (h) of the definition of
RCTC-Caused Delays;
(c) Subject to Sections 16.6.2(a), 16.6.2(b) and 16.6.2(c), delay and
disruption damages for events only within clauses (d) and (g) of the definition of RCTC-Caused
Delays and within clauses (d), (g), (h), (j) and (I) of the definition of Delay Event, subject to the
following thresholds:
Delay and disruption damages as a
result of specified Delay Events
RCTC liability to DB Contractor for
delay and disruption damages as a
result of specified Delay Events
Up to and including 60 days of delay
No liability for delay and disruption
damages
Greater than 60 days of delay
$5,000 per day (regardless of the
number of concurrent Delay Events)
; and
(d) Compensation for idle time of equipment, but only if (i) the Delay Event
results from unidentified or misidentified Main or Trunkline Utilities, to the extent set out in
Section 16.12.1(a), and (ii) DB Contractor is also entitled to extension of a Completion Deadline
under Section 16.6.1(a).
16.6.2. DB Contractor's entitlement to a Change Order under Section 16.6.1 is subject
to the following limitations:
(a) Delay and disruption damages shall be limited to (i) direct costs solely
and directly attributable to the delays described in Section 16.6.1(a) and markups on such direct
costs in accordance with Section 16.10, and (ii) any additional field office and jobsite overhead
costs that DB Contractor incurs solely and directly attributable to such delays and subject to
Section 9-1.11 of the Modified Standard Specifications (Exhibit 3);
(b) DB Contractor shall not be entitled to an extension of a Completion
Deadline or delay or disruption damages under Section 16.6.1 if the Delay Event is concurrent
with any other unrelated delay to a Critical Path for which any DB-Related Entity is responsible
under this Contract.
(c) Delay and disruption damages for the event within clause (j) of the
definition of Delay Event shall be limited to negligent acts or omissions of any Other RCTC
Contractor, which materially and adversely directly affects DB Contractor's obligations under this
Contract.
16.7. Change Order Entitlement for Compensable Events
Subject to Section 15 and DB Contractor complying with this Section 16, where RCTC issues a
Change Order as a result of a Change or a Compensable Event that changes the scope of the
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Work, DB Contractor (or RCTC, in the case of a deductive change) shall be entitled to an
adjustment of the Contract Price as provided in Sections 16.8 through 16.21 (as applicable).
16.8. Change Order Entitlement for Force Majeure Events
16.8.1. Subject to Section 15 and DB Contractor complying with this Section 16, if
Work or the Project is wholly or substantially destroyed or damaged by:
(a) A Force Majeure Event which is not insured against and is not required
to be insured against in accordance with this Agreement; and
(b) RCTC requires DB Contractor to repair, replace or rebuild the Work or
the Project,
the Parties will use reasonable efforts to negotiate and agree on how the Work or the Project will
be repaired, replaced or rebuilt in accordance with this Section 16.
16.8.2. The Parties' attempts to negotiate shall not limit RCTC's right to issue a
Directive Letter or terminate the Contract in accordance with this Contract.
16.9. Change Order Pricing
16.9.1. General Pricing
Except as expressly provided otherwise in this Sections 16.9 through 16.24, the price of a Change
Order issued under this Section 16 shall be a negotiated lump sum price or unit prices as provided
below. The lump sum price or unit prices shall be based on the original allocations of the Contract
Price to comparable activities, whenever possible. If reference to price allocations is inappropriate
(as determined by RCTC) and if requested by RCTC, negotiation for lump sum or unit price
Change Orders shall be on an Open Book Basis and may be based on the pricing contained in
Escrowed Proposal Documents as well as competitive Subcontractors' bid prices.
16.9.2. Detailed Cost Proposal
DB Contractor may be required to submit to RCTC a detailed cost proposal identifying all
categories of costs set out in Section 16.10: (a) showing all impacts on the Contract from Work
additions, deletions, and modifications shown in the Change Order being priced; and (b) setting
out the proposed costs in such a way that a fair evaluation can be made. DB Contractor shall
identify all conditions with respect to prices or other aspects of the cost proposal, such as pricing
contingent on firm orders being made by a certain date or the occurrence or nonoccurrence of an
event.
16.9.3. Added Work
When a Change Order adds Work to DB Contractor's scope, the increase in the Contract
Price shall be negotiated based on: (a) estimated costs of labor, material, and equipment; (b) unit
prices in accordance with Section 16.9.6; or (c) actual costs in accordance with Section 16.10.
For negotiated Change Orders, markups for profit and overhead shall be consistent with
Section 16.10.3.
16.9.4. Deleted Work
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When a Change Order deletes Work from DB Contractor's scope, the amount of the
reduction in the Contract Price shall be based upon applicable documentation in the EPDs,
including a bill of material, a breakdown of labor, material, and equipment costs, and overhead
and profit associated with the deleted Work. The current estimated amount of risk associated
with such Work shall be a factor in determining the markup for the deduction. When a deduction
is involved, documented cancellation and restocking charges may be included in costs and
subtracted from the price deduction.
16.9.5. Change Order Both Adding and Deleting Work
When the Change Order includes both added and deleted Work, DB Contractor shall
prepare a statement of the cost of labor, material and equipment for both added and deleted work.
If the cost of labor, material and equipment for the Work added and deleted results in a:
(a) Net increase in cost, the Change shall be treated as work added and
the provisions of Section 16.9.3 shall be used to determine markups for overhead and profit.
Markups for overhead and profit will be allowed only for the net increase in cost in order to
establish the amount to be added to the Contract Price;
(b) Net decrease in cost, the change shall be treated as Work deleted and
the provisions of Section 16.9.4 shall be used on the net decrease in cost in order to establish the
amount deducted from the Contract Price; or
(c) Net change of zero, there will be no change in the Contract Price.
16.9.6. Unit Priced Change Orders
Measurement of unit -priced quantities will be in accordance with Section 9-1.02 of the
Department Standard Specifications. Unit prices shall be deemed to include all costs for labor,
material, overhead and profit, and are not subject to change regardless of any change in the
estimated quantities. Unit -priced Change Orders shall initially include an estimated increase in
the Contract Price based on estimated quantities. Upon final determination of the quantities,
RCTC will issue a modified Change Order setting forth the final adjustment to the Contract Price.
DB Contractor shall keep detailed records of the quantities for unit priced Work, and shall submit
supporting documentation of such quantities with its Invoices.
16.10. Time and Materials Change Orders
16.10.1. Issuance
RCTC may issue a Time and Materials Change Order. The Time and Materials Change
Order shall instruct DB Contractor to perform the Work, indicating expressly the intention to treat
the items as changes in the Work, and setting forth the kind, character, and limits of the Work as
far as they can be ascertained, the terms under which changes to the Contract Price will be
determined and the estimated total change in the Contract Price. Upon final determination of the
allowable costs, RCTC shall issue a modified Change Order setting forth the final adjustment to
the Contract Price.
16.10.2. Pricing and Payment
(a) Time and Materials Change Orders shall be issued in accordance with
Section 9-1.04 of the Modified Standard Specifications (Exhibit 3). DB Contractor shall comply
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with all recordkeeping and other obligations in Section 9-1.04D(6) of the Modified Standard
Specifications (Exhibit 3).
(b) Payments for Time and Materials Work shall be invoiced with the
regular monthly Invoice, based on the extra work reports provided by DB Contractor for each
period. Costs evidenced by daily extra work reports provided less than five Business Days prior
to preparation of the Invoice shall be included in the subsequent month's Invoice.
16.10.3. Overhead Items
The following items are considered overhead costs and are included in the Change Order
markups in Section 9-1.04 of the Modified Standard Specifications (Exhibit 3):
(a) Additional salary and expenses of executive officers, supervising
officers or supervising employees;
(b) DB Contractor's superintendent (general foreman);
(c) Clerical or stenographic employees;
(d) Charges for minor equipment, such as small tools, including shovels,
picks, axes, saws, bars, sledges, lanterns, jacks, cables, pails, wrenches, etc., consumables, and
other miscellaneous supplies and services;
whatsoever;
excluded); and
(e) Any and all field and home office overhead and operating expenses
(f) Subsistence and travel expenses for personnel (craft personnel
(g) All additional bond and insurance premiums.
With respect to non -construction related labor costs, overhead is covered by the labor surcharge
which shall constitute full compensation for all profit, overhead, and all state and federal payroll,
unemployment and other taxes, insurance, fringe benefits and all other payments made to, or on
behalf of, the workers, in excess of actual wages, as well as for profit and overhead, and includes
accessories such as computer assisted drafting and design (CADD) systems, software and
computers, facsimile machines, scanners, plotters, etc.
16.10.4. Change Order Data
(a) DB Contractor shall collect, record in writing, segregate and preserve:
(a) all data necessary to determine the Costs described in this Section 16.10 with respect to all
Work that is the subject of a Change Order, a Change Response or a DB Contractor Change
Request (excluding negotiated lump sum Change Orders previously executed and delivered),
specifically including costs associated with design Work as well as DB Contractor's costs for
DB Utility Work, and (b) all data, documents and analyses necessary to show the actual impact
(if any) on the Critical Path, the Project Schedule, and applicable Completion Deadlines with
respect to all Work which is the subject of a Change Order or a proposed Change Order. Such
data shall be provided to RCTC and any RCTC representative reviewing any Claim or Dispute
regarding compensation for such Work or time extension immediately upon their request or
demand. DB Contractor waives the right to obtain compensation or time extension for any Work
for which cost or schedule data is required to be maintained and provided under this Contract, if
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DB Contractor fails to maintain and timely provide to RCTC cost or schedule data, documents
and analyses meeting the requirements of this Contract.
(b) DB Contractor shall maintain its records in such a manner as to provide
a clear distinction between: (i) the direct Cost of Work for which it is entitled (or for which it believes
it is entitled) to an increase in the Contract Price; and (ii) the Costs of other operations.
DB Contractor shall provide daily, on forms approved by RCTC, reports of all costs described in
Section 16.10.4(b)(i). The reports shall itemize all Costs for labor, materials, and equipment rental
and give a total of costs through the date of the report. For workers, the reports shall include
hours worked, rates of pay, names and classifications. For equipment, the reports shall include
size, type, identification number, rental rate and actual working hours of operation. All such
records and reports shall be made immediately available to RCTC upon its request.
DB Contractor cost accounting records, payroll reports, paid invoices, and other actual cost
records shall be provided to RCTC upon request to support hourly labor rates and other submitted
costs included in the daily cost reports.
(c) All reports prepared under this Section 16.10 shall be signed by DB
Contractor and certified as true, accurate and complete. RCTC will compare its records with DB
Contractor's reports, make the necessary adjustments and compile the costs of Work completed
under a Time and Materials Change Order. When such reports are agreed upon and signed by
both Parties, they will become the basis of payment. If the Parties cannot agree on the data
contained in the reports then only the amounts agreed to by RCTC will be processed for payment
and DB Contractor and DB Contractor may submit the amount of such price deduction to dispute
resolution in accordance with Section 24.
16.11. Basic Configuration Changes
16.11.1. If DB Contractor commences construction Work affected by a Necessary Basic
Configuration Change prior to delivery of an appropriate DB Contractor Change Request in
accordance with Section 16.5, the Change Order shall allow RCTC a credit for the cost of any
unnecessary Work performed and/or shall exclude any additional costs associated with redoing
the Work already performed.
16.11.2. DB Contractor shall be responsible for any cost increases and/or delays that
affect the duration of a Critical Path or Completion Deadline resulting from changes in
requirements and obligations of DB Contractor relating to the Project due to Errors in the Project
Schematics other than those which require a Necessary Basic Configuration Change.
16.11.3. If a VECP results in a change in Basic Configuration, any cost savings from
such VECP shall be shared in accordance with Section 17.6.
16.11.4. DB Contractor shall not make any change in the Basic Configuration, except
as approved by RCTC and authorized in accordance with this Section 16.
16.12. Main or Trunkline Utilities
16.12.1. Inaccuracy Resulting in Additional Costs or Time
(a) If, prior to the 180-day period in which the Utility Strip Map must be
approved by RCTC, any Main or Trunkline Utility that is located within the Planned ROW Limits
and requires Relocation is:
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(i)
"unidentified"); or
Not identified at all in the Utility Information (i.e., is
(ii) Not identified in the Utility Information with "reasonable
accuracy," as defined in Section 16.12.2 (i.e., is "misidentified"),
then DB Contractor shall be entitled to a Change Order that increases the Contract Price to
compensate DB Contractor for any increase in DB Contractor's costs to perform the Work directly
attributable to such lacking or inaccurate information, subject to the limitations in Section
16.12.1(c). The amount of such Change Order shall be determined in accordance with Section
16.9.3.
(b) If any Main or Trunkline Utility is discovered after the 180-day period
in which the Utility Strip Map must be approved by RCTC, and such Main or Trunkline Utility was
not identified (i.e., is "unidentified"); in the Utility Information or the Utility Strip Map, then DB
Contractor shall be entitled to a Change Order that increases the Contract Price to compensate
DB Contractor for any increase in DB Contractor's direct costs to perform the Work directly
attributable to such lacking or inaccurate information, subject to the limitations in Section
16.12.1(c). The amount of such Change Order shall be determined in accordance with Section
16.9.3.
(c) DB Contractor shall not be entitled to any increase in the Contract Price
or extension of time for any of the following:
(i) Increased costs of the Work or time attributable to unidentified
or misidentified Utilities, to the extent that the existence of the Utility was known to DB Contractor
as of the Setting Date or could have been inferred from a Reasonable Investigation or the
presence of other facilities, such as buildings, meters, junction boxes, manholes, or identifying
markers, visible during a surface inspection of the area conducted prior to the Setting Date;
(ii) Non -Dig Alert Mapped Utilities; and
(iii) Except as provided in Section 16.12.1(b) for unidentified
Utilities, increased costs of the Work or time attributable to misidentified or unidentified Utilities,
to the extent such costs could have been avoided if DB Contractor had fully and accurately
identified the Utility and addressed the actual field conditions in the Utility Strip Map;
(iv) Delay and disruption damages or extensions of time, except
that DB Contractor shall be entitled to compensation for idle time of equipment in Section 16.6.1(d)
on account of such delay.
16.12.2. "Reasonable Accuracy" Defined
(a) For purposes of this Section 16.12, a Main or Trunkline Utility is not
identified with "reasonable accuracy" only if:
(i) The Utility's actual centerline location is located more than five
feet distant from the horizontal centerline location indicated therefor in the Utility Information
(without regard to vertical location);
(ii) The Utility Information shows the Utility as abandoned (i.e.,
nonexistent except "on paper", or existent but no longer active) when in fact the Utility exists and
is active, or the Utility Information shows the Utility as active when in fact the Utility is abandoned;
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(iii) The Utility has an actual nominal diameter (excluding casings
and any other appurtenances) greater than 12 inches, and its actual nominal diameter is either
greater than or less than the outside diameter shown in the Utility Information by 25% or more of
the diameter shown in the Utility Information; or
(iv) The encasement material or encasement status of the Utility
differs materially from what is shown in the Utility Strip Map.
(b) Any other inaccuracies in the Utility Information have no impact on
"reasonable accuracy" and shall not result in a determination that the Utility was not identified with
"reasonable accuracy." If there is any discrepancy between any of the components of the Utility
Information (e.g., Preliminary Utility Matrix and Utility Maps contain conflicting information), only
the most accurate information shall be relevant for purposes of this Section 16.12.
16.13. Differing Site Conditions
16.13.1. DB Contractor shall bear the burden of proving that a Differing Site Condition
exists and that DB Contractor could not have reasonably worked around the Differing Site
Condition so as to avoid additional cost.
16.13.2. Each DB Contractor Change Request relating to a Differing Site Condition shall
be accompanied by a statement signed by a qualified professional including all relevant
assumptions made by DB Contractor with respect to the condition at the relevant portion of the
Site, justifying the basis for such assumptions, explaining exactly how the existing conditions differ
from those assumptions, and stating the efforts DB Contractor took to find alternative design or
construction solutions to eliminate or minimize the problem and the associated costs. If the
request is based on clause (a) of the definition of Differing Site Condition, the statement shall also
include detailed information regarding the alleged Error in the Boring Data provided by RCTC
forming the basis for the request, and shall explain how DB Contractor's assumptions would have
changed had the Boring Data been accurate.
16.13.3. No additional compensation, time extension or other Claim will be allowed in
connection with any Work stoppage in affected areas during periods within which DB Contractor
prepares the DB Change Order Request under this Section 16.13.
16.14. Changes in Project Standards
(a) If a change to a Project Standard occurs after the Setting Date,
DB Contractor shall give Notice to RCTC of such change within 20 Business Days of the change.
If, after such Notice, RCTC directs DB Contractor to comply with the changed Project Standard
(rather than with the Project Standard applicable at the Setting Date), then DB Contactor shall
comply with the Project Standard as changed. To the extent such compliance directly and
materially impacts the Work and would not have otherwise been taken into account by compliance
with Good Industry Practice, DB Contractor shall be entitled to a Change Order, subject to
Section 15 and compliance with this Section 16.
(b) If RCTC directs DB Contractor not to comply with the changed Project
Standard (which direction may only be given where DB Contractor is not otherwise legally obliged
to comply with the changed Project Standard), then DB Contractor shall continue to comply with
the Project Standard applicable at the Setting Date without entitlement to a Change Order.
(c) This Section 16.14 shall not apply to Changes in Law.
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16.15. Hazardous Materials Management
Subject to the limitations in this Section 16.15 and Section 15, DB Contractor shall be entitled to
a Change Order for certain costs of Hazardous Materials Management for Compensable Events
that fall within clause (g) of the definition of Delay Event:
(a) Any Costs payable under this Section 16.15 shall be limited to Costs of
Work performed pursuant to the approved plans required to be provided under TP Section 6.3,
excluding markup for overhead and profit;
(b) No Contract Price increase or time extension shall be allowed with
respect to:
(i) Removal, disposal and/or remediation of (A) asbestos or
asbestos -containing materials (other than mineral asbestos naturally occurring in the ground) on
or in the Site, removed in accordance with TP Sections 6.3 and 6.4 and the approved
Environmental Management Plan, or (B) any other materials not falling within the definition of
Hazardous Waste that are encountered during or in connection with the demolition of buildings,
fixtures or other improvements on any parcels within the Site;
(ii) Release(s) of Hazardous Materials or threatened Release(s) of
Hazardous Materials for which DB Contractor is responsible under Section 23.1.1(o);
(iii) Less than "material quantities" (e.g., quantities that trigger a
reporting requirement as defined in Section 8.9.1) of Hazardous Materials;
(iv) Any Hazardous Materials that could have been avoided by
reasonable design modifications or construction techniques; or
(v) Any Hazardous Materials on or affecting property outside of the
RCTC-Provided Property, except that compensation will be allowed for environmental
remediation work on such property to the extent that it is legally required to be taken with
Hazardous Materials Management required within the RCTC-Provided Property;
(c) The amount of the Change Order for Hazardous Materials
Management shall either be a negotiated amount acceptable to the Parties, or an amount
determined in accordance with Section 16.10 and this Section 16.15 for the work in question;
(d) DB Contractor shall be deemed to have waived the right to collect any
and all costs incurred in connection with any Hazardous Materials Management and any right to
obtain an extension of a Completion Deadline if RCTC and Department are not provided Notice
of the discovery of Hazardous Materials delivered under Section 8.8.1(a), and afforded the
opportunity to inspect sites containing Hazardous Materials before any action is taken which
would inhibit the ability of RCTC or Department to ascertain, based on a Site inspection, the
nature and extent of the materials. In the event of an emergency involving Hazardous Materials,
DB Contractor may take such limited actions as are required by Governmental Rules without
advance notice to RCTC and Department, but shall provide Notice immediately thereafter (which
in no event shall be more than two hours after the incident by phone and 24 hours after the
incident by Notice);
(e) In cases involving reimbursement for Hazardous Materials
Management under this Section 16.15, allowable costs shall be limited to the incremental direct
costs but excluding both delay and disruption damages and markup for overhead and profit
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(except to the extent any delay qualifies as an RCTC-Caused Delay under clause (g) of the
definition of that term in Exhibit 1 (Abbreviations and Definitions), in which case delay and
disruption damages calculated in accordance with Section 16.6.2(a) shall be allowed) incurred
after completion of the testing process to determine whether Hazardous Materials are present,
associated with the Hazardous Materials at issue (deducting any avoided costs such as the cost
of disposal that would have been incurred had Hazardous Materials not been present).
Investigating and characterizing Hazardous Materials are included in the Work and in the Contract
Price and DB Contractor is not entitled to additional compensation therefor. DB Contractor shall
take all reasonable steps to minimize any such costs. Compensation shall be allowed only to the
extent that DB Contractor demonstrates to RCTC's satisfaction that (i) the Hazardous Materials
Management could not have been avoided by reasonable design modifications or construction
techniques, and (ii) DB Contractor's plan for the Hazardous Materials Management represents
the approach which is most beneficial to the Project and the public. DB Contractor shall provide
RCTC with such information, analyses and certificates as may be requested by RCTC in order to
enable a determination regarding eligibility for payment;
(f) If DB Contractor encounters Hazardous Materials within the RCTC-
Provided Property which, due to no actor omission of any DB-Related Entity or any DB Contractor
Fault, results in delays to a Critical Path, then RCTC shall bear the risk of such delay (excluding
those conditions for which DB Contractor has agreed to be responsible as described in
Section 23.1.1(g)), and subject to the limitations in this Section 16.15;
(g) Section 16.15(f) shall not apply to any delays associated with
Department's investigation and Hazardous Materials Management of HM-1 located within the
Existing Department ROW, which delays shall be treated as an RCTC-Caused Delays under this
Contract; and
(h) Notwithstanding any contrary provision of this Contract, DB Contractor
has no right to receive (a) any compensation for delay and disruption damages (except to the
extent any delay qualifies as a RCTC-Caused Delay under clause (g) of the definition of that term
in Exhibit 1 (Abbreviations and Definitions), in which case delay and disruption damages
calculated in accordance with Section 16.6.2(a) shall be allowed) or markup for overhead and
profit related to Hazardous Materials Management, (b) any compensation for any Hazardous
Materials Management resulting from a situation described in Section 23.1.1(g), or (c) any
compensation, time extension or otherwise make any Claim in connection with any work stoppage
in affected areas during the investigation periods described in Sections 8.8.1, 8.8.2, or 8.9.3. DB
Contractor shall also not be entitled to receive any compensation, time extension or otherwise
make any Claim for (1) immaterial quantities of Hazardous Materials, (2) any Hazardous Materials
that could have been avoided by reasonable design modifications or construction techniques, (3)
any costs that could have been avoided, (4) Hazardous Materials on any Available Properties or
any Additional Properties, temporary real property interests or other property of DB Contractor,
or (5) any Hazardous Materials encountered during or in connection with the demolition of
buildings, fixtures or other improvements on any parcels within the Site. Such limitations shall
apply to all Change Orders related to Hazardous Materials Management.
16.16. Pavement Adjustment
Subject to the limitations in Section 15 and this Section 16, the amount payable by RCTC to DB
Contractor for any Change Order issued with respect to an event falling within clause (d) of the
definition of Compensable Event shall not be greater than 100% of the positive Pavement
Adjustment calculated under Section 21.6.4. DB Contractor shall not otherwise be entitled to
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receive any compensation, time extension or otherwise make any Claim with respect to any
pavement adjustment falling within clause (d) of the definition of Compensable Event.
16.17. Errors in As -Built Reference Document Information
(a) Where a material error exists at the Setting Date in:
(i) information within the bridge as -built plans contained in the
Reference Documents that directly specifies the bridge type, number and type of girders,
foundation type and barrier type, of the existing bridges;
(ii) information within the retaining wall as -built plans contained in
the Reference Documents that directly specifies retaining wall type, foundation type, barrier and
railing type, of the existing retaining walls; and
(iii) information within other as -built plans contained in the
Reference Documents that directly specifies existing lane -widths, shoulder widths, structural
sections, barrier type and approximate barrier locations, approximate location and type of
drainage facilities, approximate location of existing overhead signs,
(together the "As -Built Reference Document Information"),
then DB Contractor shall be entitled to a Change Order that provides for an extension of time and
increases the Contract Price to compensate DB Contractor for any material increase in
DB Contractor's costs to perform the Work directly attributable to such errors, subject to the
limitations specified in Section 16.17(b). The amount of such Change Order shall be determined
in accordance with Section 16.9.3.
(b) DB Contractor shall not be entitled to any increase in the Contract Price
or extension of time under Section 16.17(a) for any of the following:
(i) Increased costs of the Work or time attributable to errors in As -
Built Reference Document Information, to the extent that the existence of the error was known to
DB Contractor as of the Setting Date or could have been inferred from a Reasonable Investigation
conducted prior to the Proposal Due Date; and
(ii) Increased costs of the Work or time attributable to errors in As -
Built Reference Document Information, to the extent such costs could have been avoided if DB
Contractor had fully and accurately identified the relevant structures and addressed the actual as -
built conditions in the As -Built Verification Maps as required by TP Section 17.3.2.
16.18. Change Order Records
DB Contractor shall maintain its records in such a manner as to provide a clear distinction between
the direct costs of Work for which it is entitled (or for which it believes it is entitled) to an increase
in the Contract Price and the costs of other operations. DB Contractor shall collect, record in
writing, segregate and preserve: (a) separate daily occurrence logs as required under TP
Section 5.4.2.6 and Section 9-1.04(D)(6) of the Modified Standard Specifications (Exhibit 3),
together with all other data necessary to determine the costs of all Work which is the subject of a
Directive Letter, Change Order or a requested Change Order, specifically including costs
associated with design Work as well as Relocations; and (b) all data necessary to show the actual
impact (if any) of the change on each Critical Path and Completion Deadline with respect to all
Work which is the subject of a Directive Letter, Change Order or a proposed Change Order. Such
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data shall be provided to the Disputes Review Board (if a Change Order or requested Change
Order is under dispute), RCTC and its representatives as directed by RCTC, on forms approved
by RCTC.
16.19. Daily Work Reports and Data Collection
DB Contractor shall provide RCTC completed daily work reports for each day's Work which is to
be paid for on a time and material basis. The daily time and material Work reports shall be
detailed as follows:
(a) Name, classification, date, daily hours, total hours, rate and extension
for each worker (including both construction and non -construction personnel) for whom
reimbursement is requested;
(b) Designation, dates, daily hours, total hours, rental rate and extension
for each unit of machinery and equipment;
(c) Quantities of materials, prices, and extensions;
(d) Transportation of materials; and
(e) The total costs to date for the Work performed under the Time and
Materials Change Order.
16.20. Supplier's Invoices
Materials charges shall be substantiated by valid copies of Supplier's invoices. Such invoices
shall be submitted with the daily time and material Work reports, or if not available, they shall be
submitted with subsequent daily time and material Work reports. Should said Supplier's invoices
not be submitted within 60 days after the date of delivery of the materials, RCTC may establish
the cost of such materials at the lowest current wholesale prices at which such materials are
available, in the quantities concerned, delivered to the location of Work, less any discounts
available.
16.21. Execution of Reports
RCTC will compare its records with the completed daily time and material Work reports provided
by DB Contractor and make any necessary adjustments. When these daily time and material
Work reports are agreed upon and signed by both Parties, said reports shall become the basis of
payment for the Work performed, but shall not preclude subsequent adjustment based on a later
audit. DB Contractor's cost records pertaining to Change Order Work paid for on a time and
material basis shall be open, during all regular business hours, to inspection or audit by
representatives of RCTC during the term of the Contract and for a period of not less than five
years after the Final Acceptance Date, and DB Contractor shall retain such records for that period.
Where payment for materials or labor is based on the cost thereof to any Person other than DB
Contractor, DB Contractor shall make every reasonable effort to insure that the cost records of
each such other Person will be open to inspection and audit by representatives of RCTC on the
same terms and conditions as the cost records of DB Contractor. Payment for such costs may
be deleted if the records of such third parties are not made available to RCTC's representatives.
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1 6.22. Disputes
The failure of RCTC and DB Contractor to agree to any Change Order under this Section 16
(including agreement as to the amount of compensation allowed under a Time and Materials
Change Order and the disputed amount of the increase in the Contract Price and/or extension of
a Completion Deadline in connection with a Change Order as described above) shall be a Dispute
to be resolved pursuant to Section 24.
Except as otherwise specified in the Change Order, execution of a Change Order by both Parties
shall be deemed accord and satisfaction of all claims by DB Contractor of any nature arising from
or relating to the Work covered by the Change Order and DB Contractor shall be deemed to have
expressly released, waived, and disclaimed any right to receive compensation, time extension or
make any Claim related thereto. DB Contractor's Claim and any award by the dispute resolver
shall be limited to the incremental costs incurred by DB Contractor with respect to the disputed
matter (crediting RCTC for any corresponding reduction in DB Contractor's other costs) and shall
in no event exceed the amounts allowed by Section 16.10 with respect thereto.
16.23. Work Performed Without Direction or Authority
If DB Contractor undertakes any work or efforts: (a) outside of the scope of the Work; (b) upon
any request, order, or other authorization issued by a Person in excess of that Person's authority
as provided in this Contract, (c) included in any oral request or directive or (d) unrelated to the
Project, DB Contractor shall be deemed to have undertaken such efforts voluntarily, at its sole
cost and risk, and shall not be entitled to a Change unless DB Contractor has received a Directive
Letter or Change Order signed by RCTC. In addition, RCTC may require DB Contractor to remove
or otherwise undo the results of any such work efforts without any entitlement to a Claim.
16.24. Changes Not Requiring Change Order
Subject to Section 16.11, Deviations from standards specified in this Contract which have a
neutral net cost effect and do not affect a Critical Path or Completion Deadline shall not require a
Change Order provided such Deviations are approved by RCTC and Department pursuant to TP
Section 1.4. Any other change in the requirements of this Contract shall require either a Directive
Letter, a Change Order or an executed amendment to this Contract.
16.25. No Release or Waiver; Course of Dealings
16.25.1. The grant of an extension of time beyond the date fixed for the completion of
any part of the Work, the performance and acceptance of any part of the Work or materials
specified by the Contract after a Completion Deadline, and making of payments to DB Contractor
after a Completion Deadline shall not, in any case:
(a) Be deemed to be a waiver by RCTC of any of its rights and remedies
under this Contract, at law or in equity, including its right to terminate the Contract for
abandonment or failure to complete within the time specified (as it may have been extended) or
to impose and deduct damages as may be provided; or
(b) Release DB Contractor's Surety(ies) or any Guarantor from its
obligations and Work shall continue and be carried on in accordance with all the provisions of this
Contract and this Contract shall be and shall remain in full force and effect unless formally
suspended or terminated by RCTC in accordance with the terms of this Contract.
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16.25.2. No Claim, Change Order or DB Contractor Change Request shall be based on
any course of conduct or dealings between the Parties, any express or implied acceptance of
alterations or additions to the Work, or any claim that RCTC has been unjustly enriched.
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SECTION 17
VALUE ENGINEERING
17.1. General
17.1.1. This Section 17 sets forth the requirements applicable to preparation, review
and approval of value engineering recommendations ("Value Engineering Change Proposals"
or "VECPs") for the purpose of enabling DB Contractor and RCTC to take advantage of potential
cost savings or provide potential improvements to the Work through changes in the requirements
relating to the Work.
17.1.2. DB Contractor is encouraged to submit VECPs whenever it identifies potential
savings or improvements for the Project. RCTC may also request DB Contractor to develop and
submit a specific VECP ("RCTC-Initiated VECP"). DB Contractor may refuse to consider such
RCTC-Initiated VECP; provided, however, that nothing in this Contract is intended to alter RCTC's
right to issue RCTC-Directed Changes in accordance with Section 16.
17.2. Value Engineering Recommendation
A VECP is a proposal developed and documented by DB Contractor which:
17.2.1. Would modify or require a change in any of the commitments, requirements of
or constraints in this Contract in order to be implemented; and
17.2.2. Reduces the Contract Price without impairing essential functions or
characteristics of the Project (including the meeting of requirements contained in all Governmental
Approvals) including service life, economy of operation, ease of maintenance, desirability and
safety, and provided that it is not based solely upon a change in quantities, performance or
reliability or a relaxation of the requirements contained in this Contract.
17.3. Information to be Provided
17.3.1. At a minimum, the following information shall be submitted by DB Contractor
with each VECP:
(a) A statement that the submission is a VECP, and a narrative description
of the proposed change;
(b) Description of the existing requirements of this Contract which are
involved in the proposed change;
(c) Discussion of differences between existing requirements in this
Contract and the proposed change, together with advantages and disadvantages of each
changed item;
(d) Itemization of the requirements of this Contract which must be changed
if the VECP is approved (e.g., document sections, drawing numbers and specifications);
(e) A complete cost analysis including: (i) DB Contractor's cost estimate
for performing the subject Work in accordance with this Contract compared to DB Contractor's
cost estimate for performing the subject Work in accordance with the proposed changes, (ii) an
estimate of additional costs that will be incurred by RCTC, including estimated impact on future
maintenance costs; and (iii) costs of development and implementation of the VECP by DB
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Contractor. The cost of any additional Governmental Approvals, rights of way or easements and
other costs or impacts to the Project, shall be included in the cost analysis;
(f) Justification for changes in function or characteristics of each item, and
effect of the change on the performance of the end item, as well as on the meeting of requirements
contained in this Contract, including environmental compliance and requirements contained in
Governmental Approvals;
(g) If available, a description of any previous use or tests of the VECP and
the conditions and results; and
(h) Date or time by which a Change Order adopting the VECP must be
issued in order to obtain the maximum cost reduction, noting any effect on the Project Schedule.
17.3.2. Any additional information requested by RCTC shall be provided in a timely
manner. Additional information could include results of field investigations and surveys, design
computations and field change sheets.
17.4. Review by RCTC
17.4.1. DB Contractor shall submit VECPs directly to PCM for transmittal to RCTC.
Each VECP shall be prepared in a form acceptable to RCTC, and shall meet all applicable
requirements of this Section 17. RCTC will determine whether a VECP qualifies for consideration
and evaluation. VECPs that require excessive time or costs for review, evaluation or
investigations, or that are not consistent with RCTC's design policies and basic design criteria
may be rejected without evaluation.
17.4.2. DB Contractor has no Claim for any additional costs or delays resulting from
the rejection of a VECP initiated by DB Contractor, including VECP development costs, loss of
anticipated profits or increased material or labor costs. RCTC will consider only proven features
that have been employed under similar conditions or projects acceptable to RCTC. RCTC is not
liable for any delay in acting upon any proposal submitted pursuant to this Section 17. DB
Contractor may withdraw all or part of any VECP at any time prior to approval by RCTC. Subject
to Section 17.6, in all other situations each Party shall bear its own costs in connection with
preparation and review of VECPs. Notwithstanding anything in this Contract to the contrary,
RCTC will not consider any VECP with estimated net savings less than $50,000.
17.5. Approval of VECPs
17.5.1. RCTC may approve or reject, in whole or in part, by Change Order, any VECP
submitted. Designs for approved VECPs shall be prepared by DB Contractor for incorporation
into the Design Documents. Until a Change Order is issued based on a VECP, DB Contractor
shall remain obligated to perform in accordance with the Project Design Documents and this
Contract.
17.5.2. The following provisions shall apply to any Dispute between RCTC and DB
Contractor regarding DB Contractor's performance of Work that RCTC believes should have
properly been submitted as a VECP:
(a) DB Contractor agrees that, within 30 days following a request from
RCTC for a VECP with regard to any such Work, DB Contractor shall deliver a VECP to RCTC
meeting the requirements of this Section 17, but may specify that the VECP is delivered under
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protest. In such case, either Party may submit the question of DB Contractor's entitlement to
proceed without an approved VECP to dispute resolution;
(b) If a determination is ultimately made that DB Contractor is not entitled
to proceed without an approved VECP, RCTC may receive a credit against the Contract Price as
provided in Section 17.6; and
(c) If a determination is ultimately made that DB Contractor is entitled to
proceed without an approved VECP, the VECP shall be deemed withdrawn and have no effect.
If DB Contractor fails to deliver a complete VECP within the foregoing deadline, RCTC may submit
the issue to dispute resolution at any time. In such event, if the dispute resolution proceeding
ultimately results in a determination that DB Contractor was not entitled to perform such Work
without a prior approved VECP, RCTC may receive a credit against the Contract Price equal to
100% of DB Contractor's cost savings, plus profit, rather than 50% of estimated net savings as
provided in Section 17.6.
17.5.3. Unless DB Contractor has received written approval from RCTC to proceed
with VECP work pending approval of a VECP, DB Contractor shall not proceed with such work
until the VECP is approved. Furthermore, if DB Contractor proceeds with any work that might
have been the basis for a VECP price increase based on savings in RCTC's right of way costs,
without first submitting a VECP, DB Contractor shall be deemed to have performed such work
voluntarily, at its sole cost and risk and shall not have the right to later submit a VECP under this
Contract.
17.6. Contract Price Adjustment
If RCTC accepts a VECP submitted by DB Contractor pursuant to this Section 17, the Contract
Price shall be adjusted in accordance with the following.
17.6.1. The term "estimated net savings" as used in this Contract shall mean (a) the
difference between the cost of performing the Work according to this Contract and the actual cost
to perform it according to the proposed change, less (b) the reasonable costs of studying and
preparing the VECP as proven by DB Contractor and approved by RCTC in accordance with the
Change Order procedures in this Contract, less (c) any additional costs incurred or to be incurred
by RCTC resulting from the VECP, including the cost of RCTC's review of the VECP and
implementation and maintenance costs associated therewith. DB Contractor's profit is not
considered part of the cost.
17.6.2. Except as specified in Section 17.6.4, DB Contractor is not entitled to share in
either collateral or future contract savings. The term "collateral savings" means additional
revenues that may arise as a result of the VECP and those measurable net reductions in RCTC's
costs resulting from the VECP, including operations and maintenance costs and cost of RCTC-
provided property. The term "future Contract savings" shall mean reductions in the cost of
performance of future construction contracts for essentially the same item resulting from a VECP
submitted by DB Contractor.
17.6.3. Subject to Sections 17.6.4 and 17.6.5, the Contract Price shall be reduced by
an amount equal to the sum of (a) 100% of any additional costs incurred by RCTC resulting from
the VECP plus (b) 50% of estimated net savings; provided, however, that DB Contractor's profit
shall not be reduced by application of the VECP.
17.6.4. In a case where DB Contractor proposes that an adjustment be made to the
planned acquisition of real property in order to result in an overall cost savings to the Project (such
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as a proposal that additional real property be purchased outside of the Planned ROW Limits in
order to save on construction costs, or a proposal which would enable a reduction in the real
property required to be obtained by RCTC under this Contract by incurring additional construction
costs), the VECP shall compare (a) the incremental reduction in costs (such as for not designing
and building a wall), and (b) the costs involved in adjusting the real property limits or
Environmental Approvals (which shall be based on DB Contractor's additional costs, such as for
providing real property acquisition support services (including profit) plus RCTC's additional costs,
including costs of personnel as well as out-of-pocket costs such as the price of the additional real
property), or (as appropriate) shall compare (y) the incremental reduction in costs (if any) for not
acquiring the unnecessary real property, and (z) the additional construction costs to be incurred.
The estimated net savings shall be shared 50-50 between RCTC and DB Contractor.
Reimbursements for Relocation expenses owed to Utility Owners shall be addressed in
calculating estimated net savings to be shared between RCTC and DB Contractor. DB Contractor
shall include in its VECP an analysis of any impacts on Utility Owners for consideration by RCTC.
If DB Contractor wishes to propose such a VECP, DB Contractor shall provide a separate
notification to RCTC describing the proposed impact concurrently with delivery of the VECP to
RCTC.
17.6.5. DB Contractor's share of any VECP cost savings shall be payable at such time
as payments would have been made for the Work which is the subject of the VECP had the VECP
not been implemented.
17.6.6. A VECP is not required for any changes to the concepts in the Project
Schematics approved by RCTC and Department as specified in Section 4.2.2, or for any
Deviations from Project Standards allowed by RCTC and Department as specified in TP Section
1.4, except for changes based on concepts submitted by other proposers, or changes that also
entail a modification of commitments contained in the Proposal or requirements of or constraints
in this Contract.
17.7. Use of VECPs by RCTC
All approved or disapproved VECPs will become the property of RCTC, and shall contain no
restrictions imposed by DB Contractor on their use or disclosure, except as permitted in
Section 17.8 below. Notwithstanding any restrictions pursuant to Section 17.8, RCTC may use,
duplicate and disclose in whole or in part any data necessary for the utilization of the VECP on
any other or subsequent projects without any obligation to DB Contractor. This provision is not
intended to deny rights provided by law with respect to patented materials or processes.
17.8. Public Records Act Exclusion
If DB Contractor proposes any VECP that incorporates intellectual property or other proprietary
information developed prior to award of the Contract, or developed by DB Contractor after award
of the Contract (provided that DB Contractor establishes to RCTC's satisfaction that it was
developed apart from, and in isolation from, the Contract), DB Contractor may identify such data
and information included in the VECP as "trade secret" or "confidential," as such terms are used
in the Public Records Act, in which event the provisions of Section 26.8.3 shall apply.
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SECTION 18
SUSPENSION
18.1. Suspensions for Convenience
18.1.1. RCTC may, at any time and for any reason, by Notice, order DB Contractor to
suspend all or any part of the Work for its convenience, for the period of time RCTC deems
appropriate.
18.1.2. DB Contractor shall promptly comply with any Notice under Section 18.1.1.
18.1.3. DB Contractor shall promptly recommence the Work upon receipt of Notice
from RCTC directing DB Contractor to resume Work.
18.2. Suspensions for Cause
18.2.1. RCTC may, by Notice to DB Contractor, order DB Contractor to suspend the
whole or any part of the Work for DB Contractor or any Subcontractors failure to:
(a) Correct conditions unsafe for the Project personnel, RCTC personnel,
Other RCTC Contractor personnel or the general public;
(b) Comply with any Governmental Approval, Governmental Rule or this
Contract;
(c) Carry out orders or directions of RCTC in accordance with this Contract,
Change Orders or Directive Letters;
(d) Comply with requirements to develop and implement the Quality
Management Plan;
(e) Remove any Person as required under Section 9.5.3 or if DB
Contractor or its Subcontractor fails to ensure employment of an alternative skilled and
experienced Person;
(f) Provide proof of required insurance coverage as provided in
Section 11;
(g) Reopen lanes closed to public traffic as part of a Permitted Lane
Closures by the times specified in the approved closure requests in TP Section 18.3.3;
(h) Comply with environmental requirements;
(i) Pay in full when due undisputed amounts owing to RCTC under this
Contract; or
(j) Remove from the Work and dismiss from the Project any Subcontractor
that is determined disqualified, suspended, debarred or otherwise excluded from bidding,
proposing or contracting with a federal or a State department or agency.
18.2.2. DB Contractor shall promptly comply with any Notice under Section 18.2.1 to
suspend the Work in whole or in part.
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18.2.3. DB Contractor shall promptly recommence the suspended Work upon receipt
of Notice from RCTC directing DB Contractor to resume the Work.
18.2.4. RCTC has no liability to DB Contractor and DB Contractor is not entitled to
make any Claim in connection with any suspension under Section 18.2.1.
18.2.5. If RCTC orders suspension of any Work under Section 18.2.1, but it is finally
determined under the dispute resolution procedures of this Contract that such grounds did not
exist, it shall be treated as a suspension for RCTC's convenience under Section 18.1.
18.3. Department Suspensions
18.3.1. DB Contractor acknowledges that Department has the authority to issue an
order suspending Work wholly or in part and to take appropriate action when public safety is
jeopardized as authorized under Streets and Highways Code section 91.2(b) and otherwise in
accordance with the Department Cooperative Agreement. DB Contractor shall promptly comply
with any such written suspension order. DB Contractor shall promptly recommence the Work upon
receipt of Notice from Department directing DB Contractor to resume the suspended Work.
Neither RCTC nor Department shall have any liability to DB Contractor related to such suspension
and DB Contractor shall have no right to Claim in connection with any such suspension.
18.4. Responsibilities of DB Contractor during Suspension Periods
Where the Work is suspended in whole or in part:
18.4.1. DB Contractor remains responsible for the Work and shall prevent damage,
loss or injury to the Project, provide for drainage and shall erect necessary temporary structures,
signs or other facilities required to maintain the Project;
18.4.2. DB Contractor shall maintain in a growing condition all newly established
plantings, seedings and soddings provided under this Contract, and shall protect new tree growth
and other vegetative growth against injury, replacing all dead plants requiring replacement during
the suspension period; and
18.4.3. DB Contractor shall continue other Work not subject to the suspension.
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SECTION 19
TERMINATION FOR CONVENIENCE
19.1. Notice of Termination for Convenience
19.1.1. RCTC may, at any time after NTP2, terminate this Contract in whole or in part,
at its convenience, by Notice to DB Contractor specifying the extent of termination and its effective
date ("Notice of Termination for Convenience").
19.1.2. Termination (or partial termination) of this Contract shall not relieve any Surety
or Guarantor of its obligation for any Claims arising out of the Work performed.
19.1.3. DB Contractor acknowledges and agrees that unless and until NTP2 is issued,
RCTC has no liability to DB Contractor for a Termination for Convenience under this Contract,
except as provided under Sections 19.11 and 19.12.
19.2. Transition Plan
19.2.1. Within three days after receipt of a Notice of Termination for Convenience, DB
Contractor shall meet and confer with RCTC to develop an interim transition plan for the orderly
transition of the terminated Work, demobilization and transfer of the Project to RCTC.
19.2.2. The Parties shall use diligent efforts to:
(a) Complete preparation of the interim transition plan within 15 days after
DB Contractor receives Notice of Termination for Convenience; and
(b) Complete preparation of a final transition plan within 30 days after DB
Contractor receives Notice of Termination for Convenience.
19.2.3. The transition plan shall be in form and substance acceptable to RCTC in its
good faith discretion and shall include and be consistent with the other provisions and procedures
in Section 19.3.
19.3. DB Contractor's Responsibilities after Receipt of Notice of Termination
After receipt of a Notice of Termination for Convenience, and except as otherwise directed by
RCTC, DB Contractor shall immediately proceed with the following obligations, regardless of any
delay in determining or adjusting any amounts due under this Section 19 or acceptance of the
transition plan:
(a) Stop Work as specified in the Notice of Termination for Convenience;
(b) Notify all affected Subcontractors that this Contract is being terminated,
and that such Subcontractors stop performance under their Subcontracts (including orders for
materials, services or facilities), unless otherwise authorized by Notice from RCTC;
(c) Place no further (i) Subcontracts (including orders for materials,
services. equipment or facilities) or (ii) orders for Department furnished materials pursuant to
Section 6-1.02 of the Modified Standard Specifications (Exhibit 3), except as necessary to
complete the continued portion of the Work, if any, or for mitigation of damages;
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(d) Unless instructed otherwise by RCTC, terminate all Subcontracts to the
extent they relate to the Work terminated;
(e) To the extent directed by RCTC, execute and deliver to RCTC written
assignments, in form and substance acceptable to RCTC, acting reasonably, of all of
DB Contractor's right, title, and interest in and to (i) Subcontracts that relate to the terminated
Work, provided that RCTC assumes by Notice all of DB Contractor's obligations thereunder that
arise after the effective date of the termination, and (ii) all warranties (excluding those that DB
Contractor is unable to secure assignment of despite performing its obligations under Section
13.2.1(c)), claims, and causes of action held by DB Contractor against Subcontractors and other
third parties in connection with the terminated Work, to the extent such Work is adversely affected
by any Subcontractor or other third party breach of warranty, contract or other legal obligation;
(f) Subject to the prior written approval of RCTC, settle all outstanding
Claims and all termination settlement proposals arising from termination of Subcontracts;
(g) No later than 30 days from the effective Termination Date, unless
extended by Notice from RCTC responding to any request from DB Contractor within this 30-day
period, provide RCTC with an inventory list of all materials and equipment previously produced,
purchased or ordered from (i) Suppliers and (ii) Department (for Department furnished materials
as described in Section 6-1.02 of the Modified Standard Specifications (Exhibit 3) for use in the
Work but not yet used in the Work, including its storage location, as well as any documentation
or other property required to be delivered under this Contract that is either in the process of
development or previously completed but not yet delivered to RCTC, and such other information
as RCTC may request; and transfer title and deliver to RCTC through bills of sale or other
documents of title, as directed by RCTC, (1) the Work in process, completed Work, supplies and
other material produced or acquired for the Work terminated, and (2) the Design Documents,
Construction Documents, and all other completed or partially completed drawings (including
plans, elevations, sections, details and diagrams), specifications, records, samples, information
and other property that would have been required to be provided to RCTC if the Work had been
completed;
(h) Complete performance in accordance with this Contract of all Work not
terminated;
(i) Take all action that may be necessary, or that RCTC may direct, for the
safety, protection and preservation of: (i) the public, including public and private vehicular
movement, (ii) the Work; (iii) the property and facilities of Department and Local Agencies; and
(iv) equipment, machinery, materials and property related to the Project that is in the possession,
care, custody or control of DB Contractor and in which RCTC has or may acquire an interest;
(j) As authorized by Notice from RCTC, use its best efforts to sell at
reasonable prices any property of the types referred to in Section 19.3(g); except that DB
Contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire the
property under the conditions prescribed and at prices approved by RCTC. The proceeds of any
transfer or disposition will be applied to reduce any payments to be made by RCTC under this
Contract or paid in any other manner directed by RCTC;
(k) If requested by RCTC, withdraw from the portions of the Site
designated by RCTC and remove such materials, equipment, tools and instruments used by, and
any debris or waste materials generated by, DB Contractor and any Subcontractor in the
performance of the Work as RCTC may direct; and
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(I)
19.4. Acceptance
Take other actions directed by RCTC.
19.4.1. DB Contractor shall remain responsible for damage and loss to materials after
issuance of the Notice of Termination for Convenience, except as follows:
(a) DB Contractor's responsibility for damage to materials for which partial
payment has been made, as provided in this Contract, shall terminate when RCTC's
Representative certifies that those materials have been stored in the manner and at the locations
directed by RCTC; and
(b) DB Contractor's responsibility for damage to materials purchased by
RCTC after the issuance of the Notice of Termination for Convenience shall terminate when
RCTC takes title and delivery of those materials.
19.4.2. When RCTC's Representative determines that DB Contractor has completed
the Work directed to be completed prior to termination and such other work as may have been
ordered to secure the Project for termination, RCTC's Representative will recommend that RCTC
formally accept such Work, and immediately upon and after RCTC's acceptance, DB Contractor
shall not be required to perform any further work thereon (except for such work that otherwise
would have been required with respect to the terminated Work after Final Acceptance) and shall
be relieved of maintenance responsibility for such terminated Work after RCTC formally accepts
such Work.
19.5. Payment for Termination for Convenience
19.5.1. If RCTC terminates this Contract for convenience under Section 19.1,
DB Contractor shall be entitled to payment of the following amounts (collectively, the
"Termination for Convenience Amount").
(a) DB Contractor's documented Costs, without profit, and including
equipment costs only to the extent permitted by Section 16.10.3, for all Work performed, including
mobilization, demobilization, and work done to secure the Project for termination, including
reasonable overhead and accounting for any refunds payable with respect to insurance
premiums, deposits, or similar items, as established to RCTC's satisfaction. In determining the
reasonable Cost, deductions will be made for the Cost of materials to be retained by
DB Contractor, amounts realized by the sale of materials, and for other appropriate credits against
the cost of the Work. Deductions will also be made, when the Contract is terminated as the result
of a Force Majeure Event, for the cost of materials damaged by the "occurrence." When, in the
opinion of RCTC's Representative, the Cost of a contract item of Work is excessively high due to
costs incurred to remedy or replace Nonconformances, the reasonable Cost to be allowed will be
the estimated reasonable Cost of performing that Work in compliance with the requirements of
this Contract.
(b) As profit on Section 19.5.1(a), a sum determined by RCTC to be fair
and reasonable; except that if it appears DB Contractor would have sustained a loss on the entire
Contract had it been completed, no profit shall be included or allowed under this Section 19.5.1(b),
and an appropriate adjustment shall be made by reducing the amount of the settlement to reflect
the indicated rate of loss.
(c) The cost of settling and paying Claims arising out of the termination of
Work under Subcontracts, as provided in Section 19.3(f), excluding the amounts paid or payable
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on account of supplies or materials delivered or services provided by the Subcontractor prior to
the effective date of the Notice of Termination for Convenience, which amounts shall be included
in the Cost on account of which payment is made under Section 19.5.1(a).
(d) The reasonable out-of-pocket cost (including reasonable overhead) of
the preservation and protection of property incurred pursuant to Section 19.3(i) and any other
reasonable out-of-pocket cost (including overhead) incidental to termination of Work under this
Contract, including the reasonable cost to DB Contractor of handling material returned to a
Supplier, delivered to RCTC or otherwise disposed of as directed by RCTC, and including a
reasonable allowance for DB Contractor's administrative costs in determining the amount payable
due to termination of the Contract.
19.5.2. DB Contractor acknowledges and agrees that the Termination for Convenience
Amount shall not exceed:
(a) The value of the terminated Work performed plus its settlement costs,
and that items such as lost or anticipated profits, unabsorbed overhead, opportunity costs, and
consequential damages shall not be recoverable in the Termination for Convenience Amount; or
(b) The total Contract Price less the amount of payments previously made
and the Contract Price of Work not terminated.
19.5.3. The Termination for Convenience Amount excludes the fair value, as
determined by RCTC, of equipment, machinery, and materials that are destroyed, lost, stolen or
damaged so as to become undeliverable to RCTC.
19.5.4. Upon determination of the Termination for Convenience Amount, this Contract
shall be amended to reflect the terminated Work and the agreed termination payment, DB
Contractor shall be paid the agreed amount, and the Contract Price shall be reduced to reflect
the reduced scope of the Work.
19.5.5. If a partial termination occurs, DB Contractor may file a proposal with RCTC
for an equitable adjustment of the Contract Price for the continued portion of this Contract. Any
proposal by DB Contractor for an equitable adjustment under this Section 19.5.5 shall be
requested within 90 days from the Termination Date unless extended by Notice from RCTC. The
amount of any such adjustment as may be agreed upon shall be set forth in an amendment to
this Contract.
19.6. Settlement Proposal
No later than 90 days from the Notice of Termination for Convenience, DB Contractor shall submit
a final termination settlement proposal (including the proposed Termination for Convenience
Amount) in a form reasonably acceptable to RCTC and with such certifications requested by
RCTC. DB Contractor's termination settlement proposal shall be reviewed by RCTC and acted
upon, returned with comments, or rejected. If RCTC returns the termination settlement proposal
with comments, DB Contractor shall address such comments and resubmit the termination
settlement proposal within 30 days after receiving RCTC's comments. If DB Contractor fails to
submit the proposal within the time allowed, RCTC may determine the Termination for
Convenience Amount and DB Contractor shall be bound by RCTC's determination.
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19.7. Amount of Negotiated Termination Settlement
19.7.1. DB Contractor and RCTC may agree upon the Termination for Convenience
Amount, as provided and subject to the limitations in Section 19.5, by reason of any Termination
for Convenience. Such negotiated settlement shall be documented in a settlement agreement,
executed and delivered by the Parties, and subject to Section 19.5.1(b) may include a reasonable
allowance for profit solely on Work that has been completed as of the Termination Date and
subsequently inspected and accepted by RCTC.
19.7.2. Upon determination of the settlement amount, this Contract will be amended
accordingly, and DB Contractor will, subject to Section 19.9 and following execution of such
settlement agreement, be paid the agreed amount as described in this Section 19.7. RCTC's
execution and delivery of any settlement agreement shall not affect any of its rights under this
Contract with respect to completed Work, relieve DB Contractor from its obligations under this
Contract, including the General Warranty, or affect the right and obligations of RCTC or DB
Contractor under any Bond and/or Guaranty as to such completed or non -terminated Work.
19.8. No Agreement as to Amount of Termination Settlement for Work
If DB Contractor and RCTC fail to agree upon any amount payable to DB Contractor because of
RCTC's termination of this Contract for convenience, RCTC shall pay to DB Contractor the
Termination for Convenience Amount described in Section 19.5.1 (excluding interest charges and
any amounts deducted pursuant to Section 19.9) as calculated by RCTC (and without duplication
of any items or of any amounts agreed upon in accordance with Sections 19.5 and 19.7) within
30 days after RCTC's calculation of the Termination for Convenience Amount described in
Section 19.5.1.
19.9. Conditions to Payment; Reduction in Amount of Claim
19.9.1. As a condition to its obligation to pay DB Contractor amounts due under this
Section 19, but not as a condition to termination, DB Contractor shall provide RCTC the following:
(a) A list of all outstanding or pending DB Contractor Change Requests
and all existing or threatened claims, Liens, and stop payment notices by Subcontractors, Utility
Owners, BNSF or other third parties relating to the Project;
(b) Complete and legally effective releases or waivers of Liens and stop
payment notices satisfactory to RCTC, from all Persons legally eligible to file Liens and stop
payment notices in connection with the Work;
(c) Consent of any Guarantors and Surety(ies);
(d) Executed release(s) meeting the requirements of Sections 14.4.1(e)
and 19.13.3 and otherwise satisfactory in form and content to RCTC;
(e) An affidavit from DB Contractor meeting the requirements of
Section 14.4.1(e); and
(f)
Such other documentation as RCTC may reasonably require.
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19.10. Payment upon Termination
19.10.1. Subject to Sections 14.3.2, 19.8 and 19.9, RCTC shall pay the Termination for
Convenience Amount within 30 days after receipt of an Invoice from DB Contractor. If DB
Contractor and RCTC fail to agree upon the Termination for Convenience Amount under Section
19.8, RCTC shall pay the Termination for Convenience Amount within 30 days after RCTC's
calculation as to the Termination for Convenience Amount described in Section 19.5.1.
19.10.2. RCTC may from time to time, under such terms and conditions as it may
prescribe and in its good faith discretion, make partial payments on account against Costs
incurred by DB Contractor in connection with the terminated portion of this Contract, whenever in
the opinion of RCTC the aggregate of such payments shall be within the amount to which
DB Contractor will be entitled under this Contract. If the total of such payments is in excess of
the Termination for Convenience Amount, such excess shall be payable by DB Contractor to
RCTC upon demand together with interest at the rate of the lesser of: (a) 10% per annum; and
(b) the maximum rate allowable under applicable Governmental Rules.
19.11. Termination Based on Delay in or Failure to Issue NTP1
If NTP1 has not been issued within 210 days after the Proposal Date, and this delay is not caused
by an act or failure to act by any DB-Related Entity or any DB Contractor Fault, DB Contractor
shall have the right to terminate this Contract. This right shall be exercised by delivery of Notice
of termination to RCTC. In such event, RCTC's sole liability to DB Contractor shall be to pay DB
Contractor $250,000 (i.e., the amount equal to the stipend payment provided to unsuccessful
proposers under the RFP).
19.12. Termination Based on Delay in or Failure to Issue NTP2
RCTC may, at any time after issuance of NTP1 and for any reason, elect not to issue NTP2 and
terminate this Contract and the performance of the Work by DB Contractor by Notice to DB
Contractor. In such event, RCTC's sole liability to DB Contractor is to pay DB Contractor (a) any
unpaid amounts due for Work performed pursuant to NTP1 in accordance with Section 14.2.1;
plus (b) all additional Costs for performing Work up to the date of termination only if the delay in
issuing NTP2 is not caused in whole or in part by any act or omission of any DB-Related Entity or
any DB Contractor Fault.
19.13. No Waiver; Release
19.13.1. The payment to DB Contractor determined in accordance with this Section 19
constitutes DB Contractor's exclusive remedy for a termination hereunder.
19.13.2. Notwithstanding any other provision of this Contract, a termination under this
Section 19 shall not waive any Claim that RCTC may have under this Contract. Accordingly,
RCTC may pursue any such Claim against DB Contractor.
19.13.3. RCTC's payment to DB Contractor of the amounts provided under this
Section 19 shall constitute full and final satisfaction of, and upon payment RCTC shall be forever
released and discharged from, any and all Claims or Losses, known or unknown, suspected or
unsuspected, that DB Contractor may have against RCTC in connection with the terminated
Work. Concurrently with such payment, DB Contractor shall execute and deliver to RCTC all
such releases and discharges RCTC reasonably requires to confirm the foregoing (which releases
shall include an express and unconditional waiver and release sufficient, in RCTC's good faith
discretion, to waive any rights and benefits DB Contractor may have pursuant to Civil Code
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section 1542), but no such written release and discharge shall be necessary to give effect to the
foregoing satisfaction and release.
19.14. Dispute Resolution
The failure of the Parties to agree on amounts due under this Section 19 shall be a Dispute to be
resolved in accordance with Section 24.
19.15. Allowability of Costs
All Costs claimed by DB Contractor under this Section 19 shall be allowable, allocable, and
reasonable in accordance with the cost principles and procedures of 48 CFR Part 31.
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SECTION 20
DEFAULT
20.1. Default of DB Contractor
20.1.1. Events and Conditions Constituting DB Contractor Default
DB Contractor shall be in default under this Contract upon the occurrence of any one or more of
the following events or conditions (each a "DB Contractor Default"):
(a) DB Contractor fails to: (i) promptly begin the Work under this Contract
following issuance of any Notice to Proceed; or (ii) resume performance of Work that has been
suspended or stopped within a reasonable time after receipt of Notice from RCTC to do so or (if
applicable) after cessation of the event preventing performance;
(b) DB Contractor fails to perform the Work in accordance with this
Contract, including DB Contractor's failure to comply with applicable standards in this Contract
with respect to the Work, and refusing to remedy Nonconformances;
(c) DB Contractor suspends, ceases, stops or abandons the Work, or fails
to continuously and diligently prosecute the Work excluding Work stoppages due to:
(i) termination by RCTC; (ii) the occurrence and continuance of a Force Majeure Event or
suspension by RCTC; or (iii) RCTC's failure to make undisputed payments to DB Contractor, in
accordance with Section 20.3;
(d) DB Contractor fails to obtain, provide or maintain in full force and effect
any insurance, Bonds, guarantees or other performance security as and when required under this
Contract and for the benefit of relevant parties, or fails to comply with any requirement of this
Contract pertaining to the amount, terms, or coverage of the same;
(e) DB Contractor fails to provide RCTC with the NTP2 Performance Bond
and NTP2 Payment Bond within 15 days of receiving Notice from RCTC of RCTC's intent to close
its financing for the Project, and in no event later than three weeks prior to close of financing;
(f) DB Contractor makes or attempts to make, or suffers a voluntary or
involuntary assignment or transfer of this Contract or any right or interest in this Contract, except
as expressly permitted under Section 27.4;
(g) DB Contractor fails, absent a valid dispute, to make payment when due
for labor, equipment or materials in accordance with its agreements with Subcontractors and
applicable law, or fails to comply with any Governmental Rule or reasonably comply with the
instructions of RCTC consistent with this Contract;
(h) DB Contractor fails to make payment when due to RCTC of any
amounts owing to RCTC under this Contract, including Liquidated Damages, Lane Closure
Charges or Flagging Charges;
(i) DB Contractor fails to timely observe or perform, or fails to cause to be
timely observed or performed, any other agreement or covenant that DB Contractor is required to
perform under this Contract;
(j) Any Guarantor revokes or attempts to revoke its obligations under its
Guaranty, or otherwise takes the position that such instrument is no longer in full force and effect;
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(k) Issuance of any final judgment holding DB Contractor or any of its
equity members liable for an amount in excess of $100,000 based on a finding of intentional or
reckless misconduct or violation of a state or federal false claims act;
(I) Any representation or warranty made by DB Contractor or any
Guarantor in this Contract (including the Proposer Questionnaire included in the Proposal, and
the questionnaire included in the Statement of Qualifications) or any certificate, schedule,
instrument or other document delivered by DB Contractor pursuant to this Contract was false or
materially misleading when made;
(m) DB Contractor commences a voluntary case seeking liquidation,
reorganization or other relief with respect to DB Contractor or DB Contractor's debts under any
U.S. or foreign bankruptcy, insolvency or other similar Governmental Rule; seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of its, or any
substantial part of its, assets; becomes insolvent, or generally does not pay its debts as they
become due; provides notice of its inability to pay its debts; makes an assignment for the benefit
of creditors; or takes any action to authorize any of the foregoing;
(n) An involuntary case is commenced against DB Contractor seeking
liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors,
a readjustment of debts or other relief with respect to such DB Contractor or DB Contractor's
debts under any U.S. or foreign bankruptcy, insolvency or other similar Governmental Rule;
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its assets; seeking the issuance of a writ of attachment, execution, or
similar process; or seeking like relief, and such involuntary case shall not be contested by it in
good faith or shall remain undismissed and unstayed for a period of 60 days;
(o) In any voluntary or involuntary case seeking liquidation, reorganization
or other relief with respect to DB Contractor or its debts under any U.S. or foreign bankruptcy,
insolvency or other similar Governmental Rule, this Contract, is rejected, including a rejection
under 11 U.S.C. section 365 or any successor statute;
(p) Any voluntary or involuntary case or other act or event described in
Sections 20.1.1(m) through (o) shall occur (and in the case of an involuntary case shall not be
contested in good faith or shall remain undismissed and unstayed for a period of 60 days) with
respect to (i) any member, partner or joint venture member of DB Contractor (unless said Person
has fully met all financial obligations owing to DB Contractor investment and payments or
transfers of money or property previously made to or for the benefit of DB Contractor are not
subject to sections 544, 547, 548 or 550 of the Bankruptcy Code or any similar applicable state
or federal Governmental Rule respecting the avoidance or recovery of preferences or fraudulent
transfers, including any applicable enactment of the Uniform Fraudulent Transfer Act), (ii) any
member, partner or joint venture member of DB Contractor for whom transfer of ownership or
management authority would constitute a prohibited assignment under Section 27.4 or
impermissible Change of Control, or (iii) any Guarantor of DB Contractor obligations to RCTC
under this Contract, unless another Guarantor of the same obligations then exists, is solvent, is
not and has not been the debtor in any such voluntary or involuntary case, has not repudiated its
guaranty and is not in breach of its guaranty; and
(q) After any rights of appeal have been exhausted, DB Contractor, any
Affiliate or any Subcontractor (i) is determined disqualified, suspended or debarred, or otherwise
excluded from bidding, proposing or contracting with a federal or a State department or agency,
or (ii) has not dismissed any Subcontractor whose work is not substantially complete and who is
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determined disqualified, suspended or debarred, or otherwise excluded from bidding, or
proposing or contracting with a federal or a State department or agency.
20.1.2. Notice and Opportunity to Cure
(a) Except with respect to the DB Contractor Defaults described in
Sections 20.1.1(c), csll, ff), ft), and Section 20.1.1(j) through (q), DB Contractor and Surety
shall be entitled to 15 days' Notice and opportunity to cure any DB Contractor Default before an
Event of Default is declared.
(b) No notice and opportunity to cure is required for any DB Contractor
Default that by its nature cannot be cured. Failure to provide notice to Surety or any Guarantor
shall not preclude RCTC from exercising its remedies against DB Contractor.
(c) If a DB Contractor Default (other than the DB Contractor Defaults
described in Sections 20.1.1(c), (d), (e), LQ, (h),and if) through (q)) is capable of cure but, by its
nature, cannot be cured within 15 days, as determined by RCTC, such additional period of time
shall be allowed as may be reasonably necessary to cure the DB Contractor Default, so long as
DB Contractor commences such cure within such 15-day period and thereafter diligently
prosecutes such cure to completion; except that, in no event shall such cure period exceed
60 days in total.
(d) In the event of a DB Contractor Default under Section 20.1.1(d), (e) or
(h), DB Contractor shall be entitled to seven days' Notice and opportunity to cure.
(e) DB Contractor acknowledges and agrees that the DB Contractor
Defaults described in Sections 20.1.1(c), (f), and (j) through (q) are not curable and no notice or
cure period shall apply; except that, if a DB Contractor Default under Section 20.1.1(m) or Section
20.1.1(n) arises due solely to the specified acts or events of a Guarantor, then DB Contractor
shall have an opportunity to cure such DB Contractor Default, within two Business Days after the
occurrence thereof (without any requirement of notice from RCTC), by providing RCTC with
alternative security, which security must be in a form satisfactory to RCTC, in its sole discretion.
(f) Notwithstanding the foregoing, RCTC may, without Notice and without
awaiting lapse of the period to cure any DB Contractor Default, in the event of existence of a
condition on or affecting the Project which RCTC believes poses an immediate and imminent
danger to revenues or public health or safety, rectify the dangerous condition at DB Contractor's
cost, and so long as RCTC undertakes such action in good faith, even if under a mistaken belief
in the occurrence of such DB Contractor Default, such action shall not expose RCTC to any
liability to DB Contractor and shall not entitle DB Contractor to any other remedy, it being
acknowledged that RCTC has a paramount public interest in providing and maintaining safe public
use of and access to the Project. RCTC's good faith determination of the existence of such
danger shall be deemed conclusive in the absence of clear and convincing evidence to the
contrary.
20.2. Remedies
20.2.1. If any DB Contractor Default is not subject to cure or is not cured within the
applicable cure period (if any) specified in Section 20.1.2, RCTC may provide Notice to
DB Contractor that an "Event of Default" has occurred. In addition to all other rights and remedies
provided by law or in equity, and such rights and remedies as are otherwise available under this
Contract, the Performance Bond, the Warranty Bond and/or the Guaranty, if an Event of Default
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occurs, then RCTC may without further notice and without waiving or releasing DB Contractor
from any obligations, and DB Contractor shall have the following obligations (as applicable):
(a) RCTC may terminate this Contract in whole or part, including
DB Contractor's rights of entry upon the Site and possession, control and operation of the Project,
in which case, the provisions of Sections 19.3 and 19.4 shall apply;
(b) If and as directed by RCTC, DB Contractor shall discontinue the Work,
withdraw from the Site, and shall remove materials, equipment, tools, and instruments used by,
and any debris or waste materials generated by, any DB-Related Entity in the performance of the
Work;
(c) DB Contractor shall deliver to RCTC possession of any or all Design
Documents, Construction Documents, and all other completed or partially completed drawings
(including plans, elevations, sections, details and diagrams), specifications, records, information,
schedules, samples, shop drawings, electronic files and other documents and facilities related to
the Project that RCTC deems necessary to complete the Work;
(d) DB Contractor shall confirm the assignment to RCTC of the
Subcontracts requested by RCTC, and DB Contractor shall terminate all other Subcontracts;
(e) RCTC may deduct from any amounts payable by RCTC to
DB Contractor such amounts payable by DB Contractor to RCTC, including: (i) the aggregate of
reimbursements owing; (ii) Liquidated Damages; (iii) Lane Closure Charges; (iv) Flagging
Charges; (v) 125% of the amounts RCTC deems advisable to cover any existing or threatened
claims, Liens, and stop payment notices of Subcontractors, laborers, or other Persons; (vi)
amounts of any Losses or Third Party Claims that have accrued; (vii) the cost to complete or
remediate uncompleted Work or Nonconformances, plus an administrative charge equal to 10%
of such costs; and (viii) other damages or amounts that RCTC has determined are or may be
payable to RCTC under this Contract;
(f) RCTC may pay such amounts and/or perform such act as may then be
required from DB Contractor under this Contract or Subcontracts;
(g) RCTC may appropriate any or all materials and equipment on the Site
as may be suitable and acceptable and may direct the Surety to complete the Project or may
enter into an agreement to complete the Project according to the terms and provisions hereof with
another contractor or the Surety, or use such other methods as may be required to complete the
Project, including completion of the Project by RCTC; and/or
(h) If RCTC exercises any right to perform any obligations of DB
Contractor, in the exercise of such right RCTC may: (i) perform or attempt to perform, or cause to
be performed, such work; (ii) spend such sums as RCTC deems necessary and reasonable to
employ and pay such architects, engineers, consultants and contractors, and obtain materials
and equipment as may be required to complete such work; (iii) execute all applications,
certificates and other documents as may be required to complete the work; (iv) modify or terminate
any contractual arrangements; (v) take any other actions that RCTC may consider necessary to
complete the Work; and (vi) prosecute and defend any action or proceeding incident to the Work.
20.2.2. If an Event of Default occurs, DB Contractor, any Guarantor and Surety shall
be jointly and severally liable to RCTC for all Losses incurred by RCTC or any party acting on
RCTC's behalf to complete the Work, or to have the Work completed by another Person (including
any re -procurement costs, throw -away costs for unused portions of the completed Work, and
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increased financing costs). Upon occurrence of an Event of Default and for so long as the Event
of Default continues, RCTC may withhold all or any portion of further payments to DB Contractor
until the Final Acceptance Date or the date on which RCTC otherwise accepts the Project as
complete or determines that it will not proceed with completion, at which time RCTC will determine
whether DB Contractor is entitled to further payments. Promptly following the Final Acceptance
Date or the date on which RCTC otherwise accepts the Project as complete or determines that it
will not proceed with completion, the total cost of all completed Work shall be determined, and
RCTC shall provide Notice to DB Contractor, Surety and each Guarantor of the amount, if any,
that DB Contractor, each Guarantor, and the Surety shall pay RCTC or RCTC shall pay DB
Contractor or its Surety with respect thereto. RCTC will deduct, from any moneys due or which
will become due DB Contractor or its Surety, all costs and charges incurred by RCTC, including
attorneys', accountants' and expert witness fees and costs; together with: (a) the cost of
completing the Work (which shall include all Plant Establishment Work) under this Contract
together with an administrative charge of 10% of such costs; (b) any reimbursements owing to
RCTC; (c) any Liquidated Damages, Lane Closure Charges and Flagging Charges; (d) 125% of
the amounts RCTC deems advisable to cover any existing or threatened claims, Liens and stop
payment notices of Subcontractors, laborers or other Persons; (e) the amounts of any Losses or
Third Party Claims that have accrued; and (f) other damages or amounts that RCTC has
determined are or may be payable to RCTC under this Contract. If such expense exceeds the
sum which would have been payable under the Contract, then DB Contractor, each Guarantor
and its Surety(ies) shall be liable and shall pay to RCTC the amount of such excess. If any
Guarantor or the Surety fails to pay such amount immediately upon RCTC's demand, then RCTC
may collect interest from the Surety and/or such Guarantors on the amounts DB Contractor is
required to pay in excess of the remaining balance of the Contract Price. The interest rate which
the Surety and/or such Guarantors shall pay shall be the lesser of (i) 10% per annum or (ii) the
maximum rate allowable under applicable Governmental Rules. The interest rate shall accrue on
all amounts RCTC has had to pay in excess of the remaining balance of the Contract Price from
the date of RCTC payment.
20.2.3. DB Contractor acknowledges that if a DB Contractor Default under
Section 20.1.1(m) through 20.1.1(p) occurs, such event could impair or frustrate DB Contractor's
performance of the Work. Accordingly, DB Contractor agrees that upon the occurrence of any
such DB Contractor Default, RCTC may request of DB Contractor, or its successor in interest,
adequate assurance of future performance in accordance with the terms and conditions hereof.
Failure to comply with such request within ten days of delivery of the request shall entitle RCTC
to terminate the Contract and to the accompanying rights set forth above. Pending receipt of
adequate assurance of performance and actual performance in accordance therewith, RCTC may
proceed with the Work with its own forces or with other contractors on a time and material or other
appropriate basis, the cost of which (plus an administrative charge of 10% of such cost) will be
credited against and deducted from RCTC's payment obligations under this Contract. The
foregoing shall be in addition to all other rights and remedies provided by law or equity and such
rights and remedies as are otherwise available under this Contract, the Performance Bond and
the Guaranty.
20.2.4. In lieu of the provisions of this Section 20.2 for terminating the Contract and
completing the Work, RCTC may pay DB Contractor for the Work already done according to the
provisions of this Contract (including RCTC's right to deduct certain amounts therefrom) and may
treat the Work remaining undone as if they had never been included or contemplated by this
Contract. No claim under this provision will be allowed for prospective profits on, or any other
compensation relating to, Work uncompleted by DB Contractor.
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20.2.5. In the event that the Contract is terminated for grounds which are later
determined not to justify a termination for default, such termination shall be deemed to constitute
a termination for convenience pursuant to Section 19.
20.2.6. The exercise or beginning of the exercise by RCTC of any one or more rights
or remedies under this Section 20.2 shall not preclude the simultaneous or later exercise by
RCTC of any or all other such rights or remedies, each of which shall be cumulative.
20.2.7. DB Contractor, each Guarantor and Surety shall not be relieved of liability for
continuing Liquidated Damages, Lane Closure Charges or Flagging Charges on account of a DB
Contractor Default by DB Contractor under this Contract or by RCTC's declaration of an Event of
Default, or by actions taken by RCTC under this Section 20.2.
20.2.8. In the event RCTC suffers Losses as a result of any act or omission of any DB-
Related Entity or any DB Contractor Fault, then, subject to the limitation on liability contained in
Section 22, RCTC may recover such Losses from DB Contractor regardless of whether the
breach or failure that gives rise to the damages ripens into an Event of Default.
20.2.9. RCTC's remedies associated with any false statement contained in the
Proposer Questionnaire included in the Proposal or the questionnaire included in the Statement
of Qualifications shall include the right to rescind the Contract.
20.3. Right to Stop Work for Failure by RCTC to Make Undisputed Payment
DB Contractor may stop Work if RCTC fails to make an undisputed payment due under this
Contract within 30 days after receipt of Notice of nonpayment. Any such Work stoppage shall be
considered a suspension for convenience under Section 17. DB Contractor shall not have the
right to terminate the Contract for default as the result of any failure by RCTC to make an
undisputed payment due under this Contract. However, if such nonpayment continues for more
than 180 days, upon Notice from DB Contractor to RCTC, DB Contractor may declare a
Termination for Convenience under Section 19 by delivering to RCTC a Notice of termination
specifying its effective date. Upon such termination, the Parties' rights and obligations shall be
as provided in Section 19.
20.4. Event of Default Due Solely to DB Contractor's Failure to Achieve Completion
Deadlines
20.4.1. If an Event of Default consists solely of DB Contractor's failure to achieve
Substantial Completion, Project Completion, or Final Acceptance by the applicable Completion
Deadline, RCTC's sole monetary remedy for such Event of Default shall be the right to assess
Liquidated Damages under Section 21.1; provided, however, that: (a) such Event of Default does
not delay Substantial Completion, Project Completion, or Final Acceptance beyond 180-days of
the applicable Completion Deadline; and (b) DB Contractor continues to diligently perform the
Work despite such Event of Default. Nothing in this Section 20.4 shall prejudice any other rights
or remedies that RCTC may have due to any other Event of Default during such 180-day period.
20.4.2. If any Completion Milestone has not occurred within 180-days of the applicable
Completion Deadline, RCTC may: (a) terminate this Contract; (b) continue to assess Liquidated
Damages subject only to the limitations in Section 21.1; and/or (c) exercise any other right or
remedy under this Contract, at law or in equity.
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SECTION 21
LIQUIDATED DAMAGES
21.1. Liquidated Damages for Delay in Completion
21.1.1. DB Contractor shall be liable for and pay to RCTC Liquidated Damages with
respect to any failure to achieve a Completion Milestone by the applicable Completion Deadline.
This liability shall apply to DB Contractor whether a cure period remains available to DB
Contractor or a cure occurs. The amounts of Liquidated Damages under this Section 21.1 are as
follows:
(a) $30,000 for each day Substantial Completion is delayed beyond the
Substantial Completion Deadline, not to exceed 365 days;
(b) $10,000 for each day Project Completion is delayed beyond the Project
Completion Deadline, not to exceed 365 days; and
(c) $10,000 for each day Final Acceptance is delayed beyond the Final
Acceptance Deadline, not to exceed 365 days.
21.1.2. The Liquidated Damages under this Section 21.1 shall commence on the
applicable Completion Deadline, and shall continue to accrue until the date of the applicable
Completion Deadline, or until termination of this Contract. Such Liquidated Damages shall
constitute RCTC's sole right to monetary damages for Completion Deadline delay.
21.1.3. The application of Liquidated Damages under this Section 21.1, shall not: (a)
liquidate DB Contractor's liability under the indemnification provisions of Section 23, even though
Third Party Claims against Indemnified Parties may arise out of the same event, breach, or failure
that gives rise to the Liquidated Damages; or (b) limit RCTC's rights to terminate this Contract
under Section 19 or Section 20.
21.2. Lane Closure Charges for Lane Closures on General Purpose Lanes, 91 Express
Lanes and 15 Express Lanes
21.2.1. DB Contractor shall perform the Work in a manner that will reasonably
minimize impacts to the operations of the GP Lanes, 15 Express Lanes and the 91 Express Lanes,
including minimizing Lane Closures.
21.2.2. For Lane Closures between NTP1 and the end of the Warranty Period (or as
otherwise expressly stated in Exhibits 19-22), DB Contractor shall be liable for and pay the
following fees and/or charges to RCTC. Numbered "Segments" referenced below are as shown
in TP Attachment 18-3:
(a) Permitted GP Lane Closures at the locations and during the periods
identified in TP Attachment 18-1, shall be at no charge to DB Contractor, so long as the Lane
Closure complies with the requirements for Lane Closures in this Contract. Where a Permitted
GP Lane Closure goes beyond or outside the duration approved by RCTC or does not comply
with the requirements for Lane Closures in this Contract, it is an Unpermitted GP Lane Closure
and Section 21.2.2(b) shall apply.
(b) For an Unpermitted GP Lane Closure, DB Contractor shall pay GP
Lane Closure Charges for each affected GP Lane as set forth in Exhibit 19 (GP Lane Closure
Charges).
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(c) For Permitted 15 EL Closures of Segment 1 Northbound, Segment 2
Northbound, Segment 1 Southbound, and Segment 2 Southbound, DB Contractor shall pay 15
EL Closure Charges for each affected EL Segment as set forth in Exhibit 20 — Chart 20-1.
(d) For Permitted 15 EL Closures of Segment 3 Northbound, Segment 4
Northbound, Segment 3 Southbound, and Segment 4 Southbound, DB Contractor shall pay 15
EL Closure Charges for each affected EL Segment as set forth in Exhibit 20 — Chart 20-2.
(e) For Unpermitted 15 EL Closures of Segment 1 Northbound, Segment
2 Northbound, Segment 1 Southbound, and Segment 2 Southbound, DB Contractor shall pay 15
EL Closure Charges for each affected EL Segment as set forth in Exhibit 20 — Chart 20-3.
(f) For Unpermitted 15 EL Closures of Segment 3 Northbound, Segment
4 Northbound, Segment 3 Southbound, and Segment 4 Southbound, DB Contractor shall pay 15
EL Closure Charges for each affected EL Segment as set forth in Exhibit 20 — Chart 20-4.
(g) For a Permitted 91 RCTC Westbound EL Closure, DB Contractor shall
pay 91 EL Closure Charges for each affected EL as set forth in Exhibit 21 — Chart 21-1.
(h) For a Permitted 91 RCTC Eastbound EL Closure, DB Contractor shall
pay 91 EL Closure Charges for each affected EL as set forth in Exhibit 21 — Chart 21-2.
(i) For an Unpermitted 91 RCTC EL Closure, DB Contractor shall pay 91
EL Closure Charges for each affected EL as set forth in Exhibit 21 — Chart 21-3.
(j) For a Permitted 91 OCTA EL Closure, DB Contractor shall pay 91 EL
Closure Charges for each affected EL as set forth in Exhibit 21 — Chart 21-4.
(k) For an Unpermitted 91 OCTA EL Closure, DB Contractor shall pay 91
EL Closure Charges for each affected EL as set forth in Exhibit 21 — Chart 21-5.
(I) For a Permitted ELC Lane Closure, DB Contractor shall pay ELC Lane
Closure Charges for each affected EL as set forth in Exhibit 22 — Chart 22-1.
(m) For an Unpermitted ELC Lane Closure, DB Contractor shall pay ELC
Lane Closure Charges for each affected EL as set forth in Exhibit 22 — Chart 22-2.
21.2.3. DB Contractor shall pay the Lane Closure Charges owing under this Contract
to RCTC as and when provided in TP Sections 18.3.3.1 and 18.3.3.2, as applicable.
21.2.4. Without limiting Section 21.7, if DB Contractor fails to timely make any timely
payment of Lane Closure Charges, then:
(a) RCTC may prohibit DB Contractor from pursuing or implementing any
further Permitted Lane Closures, until such past due payments are made; and
(b) DB Contractor shall not be entitled to any compensation, time extension
or otherwise make any Claim arising out of any inability to pursue or implement such Permitted
Lane Closures.
21.2.5. When RCTC permits or requires DB Contractor to proceed with a Permitted
Lane Closure after DB Contractor has failed to timely pay Lane Closure Charges, as provided in
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this Contract, this shall not waive RCTC's or OCTA's right to receive damages under this Contract
or any rights or remedies otherwise available to RCTC or OCTA, as applicable.
21.3. Liquidated Damages for Failure to Comply with Requests for Lane Closures of
General Purpose Lanes
DB Contractor shall be subject to Liquidated Damages under this Section 21.3 for failure to comply
with requests for GP Lane Closures (including failure to timely cancel). Subject to the monthly
threshold in TP Section 18.3.3.1.1, the amount of Liquidated Damages owing from DB Contractor
to RCTC for each failure shall be $5,000. These Liquidated Damages are in addition to any fees
or costs associated with the Construction Zone Enhanced Enforcement Program ("COZEEP"),
which DB Contractor shall reimburse RCTC for in accordance with TP Section 18.4.1.2.
21.4. Liquidated Damages for DB Contractor's Failure to Timely Cancel BNSF Flagging
Services
Subject to the monthly aggregate thresholds in TP Section 8.4.2, DB Contractor shall be subject
to Liquidated Damages under this Section 21.4 in the amount of $20,000, in each instance, if
DB Contractor (a) fails to utilize BNSF flagging services its requests under Section 8.1.7(e)
(including in the manner for which such flagging services were requested), or (b) fails to provide
RCTC advance Notice canceling the requested flagging services at least 72 hours before the date
and time the requested flagging services are scheduled to commence.
21.5. Liquidated Damages for Unavailability of Key Personnel
DB Contractor shall be subject to Liquidated Damages for unavailability of Key Personnel to work
on the Project, in accordance with Section 9.6.
21.6. Pavement Adjustments; Liquidated Damages for Net Negative Pavement
Adjustments
21.6.1. Construction of new pavement for the Project shall comply with all Contract
requirements, including TP Section 11 and Department Standard Specifications.
21.6.2. Subject to DB Contractor's obligations with respect to performance of
Corrective Measures under TP Section 11.4, if, at either Package 2 Turnover, Package 3
Turnover or Substantial Completion, any 0.10-mile segment of new pavement within the Project
(as applicable) has an MRI measured value of less than 85.0, RCTC will calculate the sum total
of each 0.10-mile segment's Pavement Adjustment (i.e., pavement deductions or credits against
pavement deductions) in accordance with the following table (each, a "Pavement Adjustment"):
MRI
Measured
Value
< 45.0
Pavement Adjustment Per 0.10-Mile Segment of the Project (as applicable)
DB Contractor credit of $1500 against any pavement deduction
45.1
— 55.0
DB Contractor credit $1000 against any pavement deduction
55.1
— 65.0
No adjustment
65.1
— 75.0
DB Contractor to pay RCTC $3500 as a pavement deduction
75.1
— 85.0
DB Contractor to pay RCTC $5000 as a pavement deduction
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MRI
Measured
Value
> 85.0
Pavement Adjustment Per 0.10-Mile Segment of the Project (as applicable)
DB Contractor shall perform Corrective Measures in accordance with TP Section 11.4.
21.6.3. Subject to Section 21.6.4, where a Pavement Adjustment results in a net
negative Pavement Adjustment, DB Contractor shall pay RCTC such amount as Liquidated
Damages in accordance with Section 21.7.
21.6.4. Where a Pavement Adjustment results in a net positive Pavement
Adjustment, such net positive Pavement Adjustment will constitute a Compensable Event,
entitling DB Contractor to additional compensation in an amount no greater than 100% of the
positive Pavement Adjustment.
21.6.5. For illustrative purposes only, as examples:
If Package 2 there are eight 0.10-mile segments with MRI measurements < 45.0,
three 0.10-mile segments with MRI measurements between 65.1 and 75.0, and
two 0.1-mile segments with MRI measurements between 75.1-85.0, the net
negative Pavement Adjustment would be -$8,500, and DB Contractor shall pay
RCTC $8,500 calculated as follows:
8 x ($1,500) — 3 x ($3,500)) — 2 x ($5,000) = -$8,500.
If, in the above example, for Package 2, there was a net positive Pavement
Adjustment of $3,000, then DB Contractor would not owe any Pavement
Adjustment to RCTC for Package 2. However, the $3,000 for Package 2 would
offset a net negative Pavement Adjustment owing for Substantial Completion up
to $3,000. Accordingly, if, consistent with the above example for Package 2, there
is a net negative Pavement Adjustment of -$8,500, DB Contractor shall pay RCTC
$5,000 calculated as follows at Substantial Completion:
-$8,500 + $3,000 =-$5,000
21.7. Acknowledgements Regarding Liquidated Damages, Lane Closure Charges and
Flagging Charges
21.7.1. The Parties acknowledge and agree that if DB Contractor fails to comply with
certain obligations under this Contract, DB Contractor shall be liable to RCTC or OCTA, as
applicable, for liquidated damages. Liquidated damages (collectively, "Liquidated Damages"),
Lane Closure Charges and Flagging Charges shall apply and be payable in accordance with
Sections 21.1, 21.2, 21.3, 21.4, 21.5 21.6 and 21.9.
21.7.2. The Parties acknowledge and agree:
(a) That RCTC or OCTA, as applicable, shall incur damages that are
incapable of accurate measurement, because of, among other things the unique nature of the
Project and the unavailability of a substitute for it. Such damages include loss of use, enjoyment
and benefit of the Project, the 91 Express Lanes and connecting RCTC transportation facilities
by the general public, injury to the credibility and reputation of RCTC's and OCTA's transportation
improvement program with policy makers and with the general public who depend on and expect
availability of service on the Project, 15 Express Lanes and 91 Express Lanes, which injury to
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credibility and reputation may directly result in loss of ridership on the Project, 15 Express Lanes
and 91 Express Lanes, and additional costs of administering this Contract (including engineering,
legal, accounting, overhead and other administrative costs);
(b) To fix the Liquidated Damages, Lane Closure Charges and Flagging
Charges payable by DB Contractor to RCTC or OCTA (as applicable) in the event of the
Liquidated Damages Events, Lane Closure Charges and Flagging Charges (as applicable) and
avoid later Disputes over what amounts of damages are properly chargeable to DB Contractor for
such Liquidated Damages Events given the difficulties of the proof of loss, and the inconvenience
or infeasibility of otherwise obtaining an adequate remedy;
(c) That the Liquidated Damages, Lane Closure Charges and Flagging
Charges are reasonable and represent good faith estimates and evaluations by the Parties as to
the actual, potential damages or harm RCTC or OCTA (as applicable) would incur as a result of
the applicable Liquidated Damages Event, Lane Closure Charges or Flagging Charges (as
applicable);
(d) That the Parties intend for the Liquidated Damages in Section 21.1 to
constitute "liquidated damages" as such term is used in Government Code section 53069.85 to
the extent said statute may apply, and to constitute "stipulated damages" to the extent that said
statute is not applicable; and
(e) The Liquidated Damages, Lane Closure Charges and Flagging
Charges (as applicable) do not constitute a penalty.
21.8. Payment; Offset; Reduction; Waiver; Non -Exclusive Remedy
21.8.1. Except for the Liquidated Damages set out in Section 21.2.3, DB Contractor
shall pay any Liquidated Damages, Lane Closure Charges and Flagging Charges owing, within
ten Business Days after DB Contractor's receipt of RCTC's invoice or demand therefor.
21.8.2. RCTC may deduct and offset any unpaid Liquidated Damages, Lane Closure
Charges and Flagging Charges from any amounts owed by RCTC to DB Contractor, including
any Retainage which may be payable by RCTC to DB Contractor pursuant to Section 14.3.1.
RCTC also may draw on any bond, certificate of deposit, letter of credit or other security provided
by DB Contractor pursuant to this Contract to satisfy Liquidated Damages, Lane Closure Charges
and Flagging Charges not paid when due.
21.8.3. Permitting or requiring DB Contractor to continue and finish the Work or any
part thereof after a Completion Deadline as applicable shall not act as a waiver of RCTC's right
to receive Liquidated Damages, Lane Closure Charges and Flagging Charges under this Contract
or any rights or remedies otherwise available to RCTC.
21.8.4. Subject to Section 20.4, RCTC's right to, and imposition of, Liquidated
Damages, Lane Closure Charges and Flagging Charges are in addition, and without prejudice, to
any other rights and remedies available to RCTC under this Contract, at law or in equity respecting
the breach, failure to perform or DB Contractor Default, except for recovery of the monetary
damage that the Liquidated Damages, Lane Closure Charges and Flagging Charges are intended
to compensate.
21.9. Liquidated Damages for Failure to Comply with Time Limitation for SR-91
Eastbound Lane Closure
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(a) DB Contractor's closure of the eastbound SR-91 GP number 4 lane in
compliance with the requirements specified in TP Section 18.3.3.1.2 shall be a Permitted Lane
Closure for a period of not more than 396 consecutive days. If such Permitted Lane Closure goes
beyond 396 days or does not comply with the requirements for Lane Closures in this Contract, it
shall be an Unpermitted Lane Closure for each day of closure in excess of 396 days, and each
day in noncompliance with the requirements specified in TP Section 18.3.3.1.2, in which case
Section 21.9(b) shall apply.
(b) For an Unpermitted Lane Closure of the eastbound SR-91 GP number
4 lane, DB Contractor shall be subject to Liquidated Damages under this Section 21.9 in the
amount of $5,000 per day of such Unpermitted Lane Closure.
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SECTION 22
LIMITATION OF DB CONTRACTOR'S LIABILITY
22.1. Limitation of Liability
To the extent permitted by Governmental Rules, DB Contractor's liability under this Contract to
RCTC for all damages (including (i) actual, special or multiple damages; and (ii) indirect,
incidental, consequential or punitive damages for which DB Contractor is liable under Section
22.2) whether arising in contract, negligence or other tort, or any other theory of law shall not
exceed the sum of:
(a) All those costs reasonably incurred by RCTC or any party acting on
RCTC's behalf to complete or correct the Work, or to have the Work completed or corrected by
another Person, including costs as described in Section 24; plus
(b) An amount equal to $65,000,000 (which amount shall specifically
include any Liquidated Damages paid under Section 21.1 and without limiting Section 22.1(c), DB
Contractor's indemnities under Section 23 regarding third party suits, actions, proceedings,
judgments and claims); plus
(c) Any amounts paid or payable by or on behalf of DB Contractor which
are covered by insurance proceeds required to be carried under this Contract, or for which DB
Contractor was required to provide insurance if coverage is not in force; plus
(d) All Losses incurred by any Indemnified Party in connection with,
relating to or arising out of any illegal activities, fraud, recklessness, criminal conduct, gross
negligence, bad faith or intentional misconduct on the part of any DB-Related Entity; plus
(e) Losses arising out of DB Contractor Release of Hazardous Materials;
plus
(f)
(g)
Section 21.1).
Lane Closure Charges and Flagging Charges; and plus
Liquidated Damages (excluding Liquidated Damages under
22.2. Consequential Damages
22.2.1. Except as otherwise expressly specified in this Contract, including this
Section 22, to the extent permitted by applicable Governmental Rules, neither Party shall be liable
to the other for punitive, indirect, incidental or consequential damages, whether arising out of
breach of this Contract, tort (including negligence) or any other theory of liability, with the
understanding that lost toll revenues other than those covered by Liquidated Damages, Lane
Closure Charges or Flagging Charges payable under this Contract shall be considered as
consequential damages for purposes of this Section 22.2, and each Party releases the other Party
from any such liability.
22.2.2. The limitations on DB Contractor's liability under this Section 22.2 shall not
apply to or limit any right of recovery RCTC may have with respect to the following (and DB
Contractor agrees that it shall not assert the application of Section 22.2.1 against any such item,
obligation, liability or Losses):
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(a) Any amounts paid or payable by or on behalf of DB Contractor which
are covered by insurance proceeds required to be carried under this Contract, or for which DB
Contractor was required to provide insurance if coverage is not in force;
(b) Losses in connection with any illegal activities, fraud, recklessness,
criminal conduct, intentional misconduct, bad faith, or gross negligence on the part of any DB-
Related Entity;
(c) DB Contractor's indemnities under Section 23 or elsewhere in this
Contract;
(d) DB Contractor's obligation to pay Lane Closure Charges, Flagging
Charges or Liquidated Damages under this Contract; and
(e) Losses arising out of DB Contractor Release of Hazardous Materials.
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SECTION 23
INDEMNIFICATION
23.1. Indemnifications by DB Contractor
23.1.1. Subject to Section 23.1.2, DB Contractor shall release, defend, indemnify and
hold harmless the Indemnified Parties from and against any and all Claims and Losses in
connection with the following (each an "Indemnified Claim"):
(a) The breach or alleged breach of this Contract by any DB-Related Entity;
(b) The failure or alleged failure by any DB-Related Entity to comply with
the Governmental Approvals or Governmental Rules (including any Environmental Laws);
(c) Any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how,
copyright rights or inventions in connection with the Project, this Contract and the Work and/or
the system of methods, processes, designs, information or other items provided or communicated
to RCTC or another Indemnified Party in accordance with this Contract; provided that if
infringement can be avoided by modification to the allegedly infringing article, RCTC agrees to
allow such modification unless the form, fit, or function of the allegedly infringing article or the
system is, in RCTC's sole determination, adversely affected; and further provided that this
indemnity shall not apply to any infringement to the extent directly and solely resulting from: (i)
RCTC's material failure to comply with a material specific prior written instruction regarding use
provided to RCTC by DB Contractor; (ii) compliance with written specifications prescribed by
RCTC with respect to which: (1) DB Contractor has complied in full; (2) the reason for the
infringement solely and directly arises out of RCTC's specifications; and (3) DB Contractor has
notified RCTC in writing in advance of potential infringement and RCTC has directed DB
Contractor to proceed and disregard the potential infringement; or (iii) material modifications to
the deliverables directed by RCTC and not made by a DB-Related Entity;
(d) The actual or alleged negligent act, error or omission, illegal activities,
fraud, recklessness, criminal conduct, intentional misconduct, bad faith or gross negligence or of
any DB-Related Entity or any DB Contractor Fault in or associated with performance of the Work
and/or this Contract;
(e) Any and all Claims by any Governmental Entity or taxing authority
claiming taxes based on gross receipts, purchases or sales, the use of any property or income of
any DB-Related Entity or any of their respective agents, officers or employees with respect to any
payment for the Work made to or earned by any DB-Related Entity;
(f) Any and all stop payment notices and/or Liens filed in connection with
the Work, including all reasonable expenses and attorneys', accountants' and expert witness fees
and costs incurred in discharging any stop payment notice or Lien and any other liability to
Subcontractors for failure to pay sums due for their work or services; provided that RCTC is not
in default in undisputed payments owing to DB Contractor with respect to such Work;
(g) Any DB Contractor Release of Hazardous Materials;
(h) To the extent of the negligence of any DB-Related Entity or failure to
comply with DB Contractor's obligations under Section 3 or Section 25; the claim or assertion by
Pavement Contractor or any other contractor (excluding Other RCTC Contractors) that any DB-
Related Entity (i) interfered with or hindered the progress or completion of work being performed
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by such other contractor, so as to cause inconvenience disruption, delay, or loss, except where
the DB-Related Entity was not in any manner engaged in performance of the Work, or (ii) failed
to cooperate reasonably with other contractors in accordance therewith;
(i) DB Contractor's performance of, or failure to perform, the obligations
under any Utility Agreement or BNSF Construction & Maintenance Agreement(s) which are DB
Contractor's responsibility pursuant to this Contract, or any dispute between DB Contractor and
a Utility Owner as to whether work relating to a Relocation constitutes a Betterment;
(j) Any DB-Related Entity's breach of or failure to perform an obligation
that RCTC owes to a third Person, including Governmental Entities, Utility Owners, and BNSF,
under law or under any agreement between RCTC and a third Person, where (i) RCTC has
delegated performance of the obligation to DB Contractor under this Contract, or (ii) the acts or
omissions of any DB-Related Entity which render RCTC unable to perform an obligation that
RCTC owes to a third Person, including Governmental Entities, Utility Owners, and BNSF, under
any agreement between RCTC and a third Person, where the agreement was expressly disclosed
to DB Contractor;
(k) Inverse condemnation, trespass, nuisance, or similar taking of or harm
to real property by reason of (i) the failure of any DB-Related Entity to comply with Good Industry
Practices, requirements of this Contract, Project Management Plan or Governmental Approvals,
(ii) the fraud, criminal conduct, bad faith, intentional misconduct, recklessness or negligence of
any DB-Related Entity, or (iii) the actual physical entry onto or encroachment upon another's
property by any DB-Related Entity not permitted under this Contract;
(I) Any failure to pay any Liquidated Damages, Lane Closure Charges of
Flagging Charges under this Contract; and/or.
(m) Subject to Section 23.1.2, Errors in the Design Documents provided by
DB Contractor (including those pertaining to Relocations), regardless of whether such Errors were
also included in the Basic Configuration, Project Schematics, or other Reference Documents. DB
Contractor agrees that, because the concepts in the Basic Configuration, Project Schematics and
other Reference Documents are subject to review and modification by DB Contractor, (i) it is
appropriate for DB Contractor to assume liability for Errors in the completed Project even though
they may be related to Errors in the Basic Configuration, Project Schematics, and other Reference
Documents, and (ii) such documents shall not be deemed "design furnished" by RCTC or any of
the other Indemnified Parties, as the term "design furnished" is used in Civil Code section 2782
and as it pertains to Section 23.1.4(a). DB Contractor agrees to waive the benefit (if any) of Civil
Code section 2782 and agrees that this Section 23.1.1(m) constitutes an agreement governed by
Civil Code section 2782.5.
23,1.2. Subject to the releases and disclaimers under this Contract, DB Contractor's
indemnity under this Section 23 shall not extend to any Claim or Losses to the extent that such
Claim or Losses were directly caused by:
(a) Without limiting Section 23.1.4(a) the active negligence, gross
negligence, reckless or willful misconduct, bad faith or fraud of such Indemnified Party;
(b) RCTC's material breach of any of its obligations under this Contract; or
(c) An Indemnified Parties material violation of any applicable
Governmental Rules or Governmental Approvals.
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23.1.3. With respect to Claims by an employee of DB Contractor, a Subcontractor,
anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Section 23 shall not be limited by any limitations under
workers' compensation, disability benefit or other employee benefits laws, including limitations on
the amount or type of damages, compensation or benefits payable by or for DB Contractor or a
Subcontractor.
23.1.4. The following restrictions shall apply to the indemnities in Sections 23.1.1.
(a) Except as permitted by Civil Code sections 2782.1, 2782.2 and 2782.5,
such indemnities shall not inure to the benefit of an Indemnified Party so as to impose liability on
DB Contractor for the active negligence of RCTC, or to relieve RCTC of liability for such active
negligence.
(b) With respect to Work performed by a design professional as defined in
California Civil Code section 2782.8, such indemnities shall apply only to the extent permitted by
said section 2782.8.
(c) In Claims by an employee of DB Contractor, a Subcontractor, anyone
directly or indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Section 23 is not limited by a limitation on the amount or type
of damages, compensation or benefits payable by or for DB Contractor or a Subcontractor under
workers' compensation, disability benefit or other employee benefits laws.
(d) DB Contractor is advised that Utility Agreements and the BNSF
Construction & Maintenance Agreement(s) may include certain agreements by RCTC to
indemnify, defend and hold harmless the Utility Owners and BNSF with respect to certain matters.
DB Contractor's obligations under this Section 23 shall automatically apply to require DB
Contractor, subject to Section 23.1.2, to release, indemnify, defend and hold harmless the Utility
Owners, BNSF and their employees and agents, in addition to the Indemnified Parties, with
respect to all such matters. If any Utility Agreements or BNSF Construction & Maintenance
Agreement(s) contain provisions requiring RCTC's contractor(s) to indemnify, save and hold
harmless the Utility Owner with respect to any matters, then, subject to Section 23.1.2,
DB Contractor agrees to and shall perform and comply with such provisions of the Utility
Agreements for the benefit of the Utility Owners, their employees and agents.
(e) The requirement to provide an indemnity for breach or alleged breach
of this Contract as provided in Section 23.1.1(a) is intended to provide protection to RCTC with
respect to third -party claims associated with such breach or alleged breach. It is not intended to
provide RCTC with an alternative cause of action for damages incurred by RCTC with respect to
such breach or alleged breach.
23.2. Defense and Indemnification Procedures
23.2.1. If an Indemnified Party receives notice of a Claim or other item covered under
this Section 23, or otherwise has Actual Knowledge of an Indemnified Claim that it believes is
within the scope of the indemnities provided under this Section 23, then, as soon as practicable
after receipt of the Indemnified Claim, RCTC shall by Notice:
(a) Inform DB Contractor of the Indemnified Claim;
(b) Send to DB Contractor a copy of all written materials RCTC has
received asserting such Indemnified Claim; and
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(c) Notify DB Contractor that if no insurer accepts defense of the
Indemnified Claim, the Indemnified Party will conduct its own defense unless DB Contractor
accepts the tender of the Indemnified Claim in accordance with Section 23.2.4.
23.2.2. As soon as practicable after DB Contractor receives Notice of an Indemnified
Claim or otherwise has Actual Knowledge of an Indemnified Claim, it shall tender the Indemnified
Claim by Notice to the insurers under all potentially applicable insurance policies. RCTC and
other Indemnified Parties also may tender such Indemnified Claims directly to such insurers.
23.2.3. If the insurer under any applicable insurance policy accepts the tender of
defense, RCTC and DB Contractor shall cooperate in the defense as required by the insurance
policy. If no insurer under potentially applicable insurance policies provides defense, then
Section 23.2.4 shall apply.
23.2.4. If the defense is tendered to DB Contractor, then within 30 days after receipt
of the tender, DB Contractor shall notify the Indemnified Party whether it has tendered the matter
to an insurer and (if not tendered to an insurer or if the insurer has rejected the tender) shall
deliver a Notice stating that DB Contractor:
(a) Accepts the tender of defense and confirms that the Indemnified Claim
is subject to full indemnification under this Contract without any "reservation of rights" to deny or
disclaim full indemnification thereafter;
(b) Accepts the tender of defense but with a "reservation of rights" in whole
or in part; or
(c) Rejects the tender of defense based on a determination that it is not
required to indemnify against the Indemnified Claim under the terms of this Contract.
23.2.5. If DB Contractor accepts the tender of defense under Section 23.2.40),
DB Contractor may select legal counsel for the Indemnified Party, subject to reasonable approval
by the Indemnified Party, and DB Contractor shall otherwise control the defense of such
Indemnified Claim, including settlement, and bear the fees and costs of defending and settling
such Indemnified Claim; except that RCTC has the right of prior approval of any settlement that
waives any defenses or rights of RCTC, increases RCTC's risk, including Project risk, or relates
to or may impact the Work or the design, construction, operations, maintenance, financing, or
revenues of the Project. During such defense:
(a) DB Contractor shall fully and regularly inform the Indemnified Party in
writing of the progress of the defense and of any settlement discussions; and
(b) The Indemnified Party shall fully cooperate in said defense, provide to
DB Contractor all materials and access to personnel that DB Contractor requests as necessary
for defense, preparation and trial, and which or who are under the control of or reasonably
available to the Indemnified Party, and use reasonable efforts to maintain the confidentiality of all
communications between it and DB Contractor concerning such defense.
23.2.6. If DB Contractor responds to the tender of defense as specified in
Section 23.2.4(b) or 23.2.4(c), the Indemnified Party may select its own legal counsel and
otherwise control the defense of such Indemnified Claim, including settlement.
23.2.7. Notwithstanding DB Contractor's acceptance of a tender of defense under
Section 23.2.4(a) or 23.2.4(b), the Indemnified Party may assume its own defense by delivering
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to DB Contractor Notice of such election and the reasons therefore, if the Indemnified Party, at
the time it gives Notice of the Indemnified Claim or at any time thereafter, reasonably determines
that:
(a) A conflict exists between the Indemnified Party and DB Contractor
which prevents or potentially prevents DB Contractor from presenting a full and effective defense;
(b) DB Contractor is otherwise not providing an effective defense in
connection with the Indemnified Claim; or
(c) DB Contractor lacks the financial capacity to satisfy potential liability or
to provide an effective defense.
23.2.8. If the Indemnified Party is entitled to and elects to conduct its own defense of
an Indemnified Claim for which it is entitled to indemnification under this Contract, DB Contractor
shall reimburse on a current basis all reasonable Costs and expenses the Indemnified Party
incurs in investigating and defending. If the Indemnified Party is entitled to and elects to conduct
its own defense, then:
(a) In the case of a defense that otherwise would be conducted under
Section 23.2.4(a), the Indemnified Party may settle or compromise the Indemnified Claim with DB
Contractor's prior written consent, which shall not be unreasonably withheld or delayed;
(b) In the case of a defense that otherwise would be conducted under
Section 23.2.4(b), the Indemnified Party may settle or compromise the Indemnified Claim with DB
Contractor's prior written consent, which shall not be unreasonably withheld or delayed, or with
approval of the court or arbitrator following reasonable notice to DB Contractor and opportunity to
be heard and without prejudice to the Indemnified Party's rights to be indemnified by DB
Contractor; and
(c) In the case of a defense conducted under Section 23.2.4(c), the
Indemnified Party shall have the right to settle or compromise the Indemnified Claim without DB
Contractor's prior written consent and without prejudice to its rights to be indemnified by DB
Contractor.
23.2.9. A refusal of, or failure to accept, a tender of defense, as well as any Dispute
over whether an Indemnified Party that has assumed control of defense is entitled to do so under
Section 23.2.6 shall be resolved in accordance with Section 24, but the foregoing shall not
preclude an Indemnified Party from preserving its rights or defending the claim pending such
resolution.
23.2.10. The Parties acknowledge that while this Section 23 contemplates that
DB Contractor will have responsibility for certain Indemnified Claims, circumstances may arise
where the Parties may share liability with respect to such Indemnified Claims and liabilities. In
such cases, where either Party believes that an Indemnified Claim or liability may entail shared
responsibility, and that principles of comparative negligence and indemnity are applicable, the
Party shall confer with the other Party on management of the Indemnified Claim or liability in
question. If the Parties cannot agree on an approach to representation in the matter in question,
each Party shall arrange to represent itself and to bear its own costs in connection therewith
pending the outcome of the matter. Within 30 days after the final, non -appealable resolution of
the matter in question (whether by settlement, arbitration or by judicial proceedings), the Parties
shall adjust the costs of defense, including reimbursement of reasonable attorneys' fees, and
other litigation and defense costs, in accordance with the indemnification arrangements of this
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Section 23.2, and consistent with the outcome of such proceedings concerning the respective
liabilities of the Parties on the Indemnified Claim.
23.2.11. In determining responsibilities and obligations for defending Indemnified
Claims under to this Section 23.2, specific consideration shall be given to the following factors:
(a) The party performing the activity in question;
(b) The location of the activity and incident;
(c) Contractual arrangements then governing the performance of the
activity; and
(d) Allegations of respective fault contained in the Indemnified Claim.
23.3. Responsibility of RCTC for Certain Hazardous Materials
The Parties acknowledge and agree that:
23.3.1. RCTC may assert that certain third persons or parties may rightfully bear the
ultimate legal responsibility for any and all Hazardous Materials that may currently be present on
the Site; and
23.3.2. Certain State and federal statutes provide that individuals and firms may be
held liable for damages and claims related to Hazardous Materials under such doctrines as joint
and several liability and/or strict liability. It is not the intention of the Parties that DB Contractor
be exposed to any such liability to the extent arising out of (a) proper Hazardous Materials
Management activities in connection with pre-existing Site contamination, whether known or
unknown, and/or (b) the activities of any Persons other than DB-Related Entities.
23.4. No Effect on Other Rights
The obligations in Sections 23.1 through 23.3 shall not be construed to negate, abridge or reduce
other rights or obligations which would otherwise exist in favor of an Indemnified Party under this
Contract.
23.5. CERCLA Agreement
The indemnities in Section 23.1.1(g) are intended to operate as agreements pursuant to section
9607(e) of the Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA), 42 U.S.C. § 9607(e), and Health and Safety Code section 25364, to defend, indemnify
and hold harmless the Indemnified Parties.
23.6. Notification of Third Party Claim
RCTC and DB Contractor shall each provide timely notification to the other party of the receipt of
any third party claim relating to this Contract.
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SECTION 24
PARTNERING AND DISPUTE RESOLUTION
24.1. Partnering; Informal Process and mediation for Resolution of Claims
The Parties acknowledge that Public Contract Code section 9204 applies to Claims (as
defined thereunder) made by DB Contractor or its Subcontractors under this Contract, and that
this Section 24, and as pertains to "claims" under Public Contract Code section 9204, complies
in substance and procedure with Public Contract Code section 9204. To the extent that any
provision in this Section 24 conflicts with Public Contract Code section 9204, solely with respect
to "claims" thereunder, the procedures in Public Contract Code section 9204 shall control.
24.1.1. Partnering
(a) RCTC encourages partnering among DB Contractor, its
Subcontractors, TSP, RCTC, PCM, Department, FHWA and other stakeholders. Partnering is
intended to identify potential problem areas early in the progress of the Project. The parties shall
commence partnering sessions to address and establish a process for resolving them in order to
prevent them from becoming Claims or Disputes. Early in the progress of the Project, specific
interface issues, definition of the scope of Work, division of responsibilities, communication
channels, and application of alternative resolution principles shall guide partnering sessions so
as to prevent problems from becoming Claims or Disputes. The issues addressed in subsequent
partnering sessions will be determined by the parties to the partnering sessions as needed.
(b) The facilitator for the partnering sessions will be the individual in
Exhibit 2 (Contract Particulars), or another facilitator acceptable to DB Contractor, TSP and
RCTC. The cost of the partnering facilitator shall be shared equally among DB Contractor, TSP
and RCTC. Partnering meetings shall be conducted at the offices of RCTC, PCM or at such
location as otherwise agreed upon by the parties to the partnering sessions. An initial partnering
session will be conducted with DB Contractor, TSP, RCTC, PCM, Department and FHWA as soon
as possible after the Effective Date, but no later than the first 90 days. Follow up partnering
sessions shall be held quarterly throughout the term of this Contract. Persons who must attend
partnering sessions include key personnel and senior management officials of the Parties and
Department.
(c) Pursuant to Evidence Code sections 1119 and 1152, and Federal Rule
of Evidence 408, and similar prohibitions, oral and written statements made during partnering
sessions and statements of the facilitator shall not be admissible or discoverable in any judicial
or other dispute resolution proceeding.
24.1.2. Informal Process and Mediation for Resolution of Claims
(a) Notwithstanding anything to the contrary in this Contract, DB Contractor
shall deliver to RCTC a Notice of any potential Claim under this Contract. For purposes of clarity
the Notice sent under this Section 24.1.2(a) is not (i) the Notice sent under Section 24.2.2(a),
which initiates this Contract's dispute resolution process at such point a potential or actual Claim
becomes a Dispute or (ii) the Notice sent under Section 16.5.1(a), which initiates this Contract's
DB Contractor -initiated Change Order process.
(b) RCTC will provide a written statement identifying what portion of any
Claim is disputed and what portion is undisputed, if any, within 45 days (or, if any determination
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requires approval from RCTC's governing body, three days after the next duly publicly noticed
meeting of such governing body after such 45 day period).
(c) Without limiting any other provision of this Contract (e.g., relating to
timely filing of Relevant Event Notices or other Notices), if DB Contractor disputes RCTC's written
response (or deemed response) to any Notice of potential Claim delivered by DB Contractor to
RCTC under this Contract, DB Contractor may notify RCTC, within ten Business Days of receipt
of RCTC's written or deemed response, that it wishes to proceed with informal discussion of the
matter through partnering or through a separate informal process as contemplated by Public
Contract Code section 9204. If the notification regarding the dispute of RCTC's written response
involves a DB Contractor "claim" as that term is defined in Public Contract Code section 9204,
then DB Contractor shall identify, in writing that portion of the claim which is still in dispute and
shall deliver such request by registered mail or certified mail, return receipt requested. Upon
receipt of such notification, RCTC shall schedule a meet and confer conference within ten
Business Days.
(d) Within ten Business Days following the conclusion of the meet and
confer conference, if the Claim, or any portion of the Claim remains unresolved, RCTC shall
provide DB Contractor with a written statement identifying the portion of the Claim that remains
unresolved and the portion that is resolved.
(e) Failure of either party to request mediation under this Section 24.1.2(e)
within 10 Business Days shall be deemed acceptance by DB Contractor that the unresolved
portion of the Claim is resolved in RCTC's favor. Any unresolved portion of the Claim, as identified
by DB Contractor in writing to RCTC, may, on the request of either party, be submitted to
nonbinding mediation before the facilitator chosen by the Parties for the partnering sessions, with
both Parties sharing the associated costs equally, unless both Parties agree to proceed with
formal dispute resolution proceedings under this Contract without mediation. If mediation is
elected, the parties shall mutually agree to a mediator within ten Business Days after RCTC has
received the Notice identifying the unresolved portion of the Claim. If the Parties cannot agree
upon a mediator, then each Party shall select a mediator and those mediators shall select a
qualified neutral third party to mediate with regard to the unresolved portion of the Claim. Each
Party shall bear the fees and costs charged by its respective mediator in connection with the
selection of the neutral mediator. If mediation is unsuccessful, the parts of the Claim remaining
unresolved shall be subject to further dispute resolution as specified below.
(f) Unresolved Claims that become Disputes between the Parties that are
not governed by Public Contract Code section 9204 shall be presented to RCTC's Executive
Director (or other officer of RCTC with authority to make final decisions subject only to board
approval and any required third party approvals) for resolution under Section 24.2.4 below.
(g) Failure by RCTC to respond to a claim from DB Contractor within the
time periods described in this Section 24.1.2 (including failure to schedule a meet and confer
within the timeframe in Section 24.1.2(c)) or to otherwise meet the time requirements of Public
Contract Code section 9204 shall result in the Claim being deemed rejected in its entirety.
24.2. Commencement of Dispute Resolution Process
All Disputes between DB Contractor and RCTC that arise under this Contract shall be resolved in
accordance with this Section 24, except for those matters identified in Section 24.2.1. All
Disputes shall be decided strictly in accordance with the terms and conditions of this Contract and
general principles of contract law of the State. Before DB Contractor may submit any Dispute to
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dispute resolution under Sections 24.4, 24.5, or 24.6, it must first obtain a final RCTC Decision in
accordance with this Section 24.2.
24.2.1. Matters not Eligible for Dispute Resolution
The dispute resolution procedures in this Section 24 shall not apply to the following:
(a) Any matters this Contract expressly states are final, binding, or not
subject to dispute resolution or are subject to the sole discretion of RCTC;
(b) Disputes regarding compliance with Governmental Rules, the rights of
RCTC to terminate this Contract, liability or indemnification;
(c) Any claim for injunctive relief;
(d) Any claim against an insurance company, including any Subcontractor
Dispute that is covered by insurance;
(e) Disputes regarding matters under the jurisdiction of Cal -OSHA;
(f) Reserved;
(g) Issues related to Subcontractor substitutions governed by Public
Contract Code section 4100 et seq.;
statute;
(h) Any claim for, or Dispute based on, remedies expressly created by
(i)
Any Dispute that is actionable only against a Surety;
(j) Any claim arising out of or relating to the Work where a third party is a
necessary or appropriate party (excluding any DB-Related Entity, TSP, the 91 Express Lanes
Operator, the ELP DB Contractor, Pavement Contractor, RCTC, PCM, Department, FHWA); and
(k) Any claim or dispute that does not arise under the Contract.
The Parties acknowledge and agree that the items above are not "claims" within the
meaning of Public Contract Code section 9204.
24.2.2. Request for Dispute Resolution
(a) DB Contractor may file with RCTC a Notice requesting dispute
resolution if DB Contractor objects to any decision, action, order, or position of RCTC. Such
Notice shall be filed within ten Business Days of the written decision, action, order, or position of
RCTC to which DB Contractor objects. Without limiting the foregoing restriction, in no event shall
any such Notice be filed later than ten Business Days after Project Completion (except to the
extent that the decision, action, order, or position relates to warranties or other post -Final
Acceptance obligations of DB Contractor). Notices given under this Section 24.2.2(a) regarding
Claims that are governed by (and defined under) Public Contract Code section 9204 shall conform
to the requirements of such Governmental Rule. Notices given under this Section 24.2.2(a) for
Disputes between the Parties that are not governed by Public Contract Code section 9204 shall
be deemed to be Notices given under Section 24.2.3(c) for executive level negotiation without
need to proceed to project level negotiation under Section 24.2.3.
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(b) RCTC may initiate the dispute resolution process at any time by filing
with the Disputes Review Board and delivering to DB Contractor a Notice requesting dispute
resolution.
(c) Notices requesting dispute resolution, whether from DB Contractor or
RCTC, shall: (i) identify the issues in dispute; (ii) state the position of the requester; (iii) state the
dollar amount and/or duration of Critical Path and Completion Deadline impact or interference
involved in the Dispute; and (iv) state whether it is the position of the requester that the Dispute
must be resolved expeditiously and thus must be resolved in accordance with the provisions of
Section 24.13.
(d) Within ten Business Days of receipt of a Notice requesting dispute
resolution, RCTC may join, or require that DB Contractor join, such other parties as RCTC deems
necessary or appropriate for the full resolution of the dispute.
24.2.3. Project Level Negotiation
(a) Upon commencement of the dispute resolution process, except with
respect to Notices given under this Section 24.2.3(a) (seeking executive level negotiation under
Section 24.2.4), the Parties shall first attempt to resolve the Dispute between RCTC's
Representative and DB Contractor's Representative. The two Representatives shall meet and
attempt to resolve the Dispute in good faith within five Business Days after the date the Notice for
dispute resolution is received by the non -requesting Party. There shall be at least one meeting
to attempt such project level negotiation. The project level negotiation may be continued upon
the agreement of all Parties.
(b) Within ten Business Days following the conclusion of the project level
negotiation, RCTC will issue to DB Contractor a Notice of RCTC Decision; except that if no Notice
is issued, RCTC shall be deemed to have denied DB Contractor's objection and an RCTC
Decision to that effect shall be deemed received by DB Contractor at the end of such ten Business
Day period. A project level negotiation is deemed concluded if a session has ended for the day,
but the parties have not agreed within five Business Days to the date for a continuation of that
project level negotiation."
(c) Within ten Business Days following receipt (or deemed receipt) of an
RCTC Decision, DB Contractor may, by Notice to all other parties involved, request executive
level negotiation. If no such request is made, the initial RCTC Decision shall be deemed final and
binding.
24.2.4. Executive Level Negotiation
(a) RCTC's Executive Director and DB Contractor's Chief Executive Officer
(or other officer of either Party with authority to make final decisions subject only to board approval
and any required third party approvals) shall meet within ten Business Days after receipt of the
Notice (i) given under Section 24.2.2(a) for Disputes between the Parties that are not governed
by Public Contract Code section 9204, or (ii) given under Section 24.2.3(c), following
unsuccessful project level negotiation, requesting executive level negotiation, and attempt to
resolve the Dispute. There shall be at least one meeting between RCTC's Executive Director and
DB Contractor's Chief Executive Officer (or such other officer described above).
(b) If RCTC's Executive Director or DB Contractor's Chief Executive Officer
(or such other officer described above) is not in the United States during the time period he or she
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needs to participate in any dispute resolution procedure, the person authorized to perform any or
all of such officer's duties during his or her absence may participate in said dispute resolution
procedure instead.
(c) RCTC will issue a final RCTC Decision to DB Contractor at RCTC's
own initiative, but in any event within five Business Days after the meeting between RCTC's
Executive Director and DB Contractor's Chief Executive Officer (or such other officer described
in Section 24.2.4(a)) (which meeting shall be no later than ten Business Days after receipt of DB
Contractor's Notice); except that if no Notice is issued, RCTC shall be deemed to have denied
DB Contractor's protest and a final RCTC Decision to that effect shall be deemed received by DB
Contractor at the end of such five Business Day period.
24.2.5. Effect of Final RCTC Decision
The final RCTC Decision shall be final and conclusive, subject to DB Contractor's right to
submit the issue to the Disputes Review Board, if DB Contractor does not accept the final RCTC
determination, for further dispute resolution under Section 24.4 or 24.6, as applicable, based on
the value of the Dispute, and in any event only after providing a Notice within ten Business Days
after receipt of the final RCTC Decision, stating in general terms the factual or legal objections,
or both, to the determination. DB Contractor's failure to object in writing within the above -specified
time limit shall constitute acceptance of the final RCTC Decision. Thereafter, either DB Contractor
(if DB Contractor objects to the final RCTC Decision in accordance with this Section 24.2.5), or
RCTC may seek a determination of the dispute by the dispute resolution procedure set forth
below.
24.3. Disputes Review Board
RCTC and DB Contractor shall select a Disputes Review Board to assist in resolution of
Disputes that: (a) arise prior to expiration of the Warranty Period; (b) are subject to the dispute
resolution process under this Section 24; and (c) the Parties attempted to but did not resolve
through project level and executive level negotiations. The Disputes Review Board will provide
special expertise to assist in and facilitate the resolution of such Disputes, and attempt to avoid
construction delays. The Disputes Review Board may also assist in resolution of Disputes
involving other parties. This Section 24.3 describes the purpose, procedure, functions, and key
features of the Disputes Review Board.
24.3.1. Membership
The Disputes Review Board shall consist of one member selected by RCTC, one member
selected by DB Contractor, and a third member selected by the first two members. Normally, the
third member will act as chairman for all Disputes Review Board activities. All members of the
Disputes Review Board shall be both experienced with the type of design and construction
involved in the Project, and experienced in the interpretation of contract documents. The third
member shall be a lawyer, licensed in the State and experienced with design and construction
disputes.
(a) The criteria and limitations for Disputes Review Board membership
shall be as follows:
(i) No member of the Disputes Review Board shall have an
ownership interest in any DB-Related Entity, Affiliate, or PCM, or any financial interest in this
Contract or the Project, except for payment for serving on the Disputes Review Board;
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(ii) Except for fee -based consulting services on other projects, no
member of the Disputes Review Board or member's employer has been employed by RCTC,
Department, any DB-Related Entity, Affiliate or PCM within a period of two years prior to the
Effective Date;
(iii) No member of the Disputes Review Board shall have had
substantial prior involvement in the Project or with RCTC, Department, any DB-Related Entity,
any Affiliate or PCM of a nature that could affect his/her ability to impartially resolve Disputes;
(iv) No member of the Disputes Review Board shall be employed
by RCTC, Department, any DB-Related Entity, any Affiliate or PCM during the term of the Contract
and for as long thereafter as any Dispute submitted to the Disputes Review Board remains
outstanding under this Contract, except as a member of other disputes boards; and
(v) During the term of the Contract and for as long thereafter as any
obligations remain outstanding under this Contract, no discussion or agreement shall be made
between any member of the Disputes Review Board and RCTC, Department, any DB-Related
Entity, any Affiliate or PCM regarding employment of a member of the Disputes Review Board.
(b) Within 30 days after the issuance of NTP1, each Party shall select its
member of the Disputes Review Board and enter into a three -party agreement between the
member, RCTC and DB Contractor with such member pursuant to which such person shall serve
on the Disputes Review Board. The first two members shall immediately commence selection of
a third member who shall meet all the criteria listed above. The third member shall be selected
within 30 days after both of the first two members have been selected, and shall enter into an
agreement with RCTC and DB Contractor negotiated by the first two members and agreed to by
RCTC and DB Contractor. All parties shall enter into an agreement in the form attached as Exhibit
11 (Disputes Review Board Agreement).
(c) Before their appointments are made, the first two prospective members
shall submit complete disclosure statements for approval by both RCTC and DB Contractor. Each
statement shall include a resume of experience, a disclosure of any circumstances likely to
prevent prompt hearings and decisions or to create any appearance of bias and a declaration
describing all past, present, anticipated, or planned future relationships to the Project and with all
parties involved in this Contract. The third member of the Disputes Review Board shall supply
such a statement to the first two members of the Disputes Review Board before his/her
appointment is finalized.
(d) Disputes about an appointment to the Disputes Review Board
(including Disputes resulting from an objection by either Party to any member on the grounds that
the qualifications in this Contract are not met and disputes resulting from the inability of the two
selected members to agree on a third member) shall be subject to judicial reference in accordance
with Section 24.5.
(e) Prior to hearing the first Dispute under this Contract, and upon request
by either Party thereafter, each member of the Disputes Review Board shall supply RCTC and
DB Contractor a declaration under penalty of perjury affirming that such member meets the above
qualifications and agrees to be bound by the terms of this Contract. If at any time a member of
the Disputes Review Board fails to meet such qualifications, such member shall be removed and
replaced in accordance with the procedures for appointment of members set forth above.
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(f) Either Party may require that a new Disputes Review Board be
appointed to resolve future Disputes, which right shall be exercised by delivery of Notice to such
effect to the other Party. The procedures and requirements for appointment shall be identical with
those in this Section 24.3.1, except that the members selected by the Parties shall be selected
within 30 days after the date of delivery of the Notice requesting a new Disputes Review Board.
In such event, a new agreement, in the same form as Exhibit 11 (Disputes Review Board
Agreement), shall be executed establishing a new Disputes Review Board. Nothing shall prohibit
a Party from reappointing its then -current member. All Disputes submitted to the Disputes Review
Board after delivery of Notice requiring appointment of a new Disputes Review Board shall be
heard and decided by the new Disputes Review Board. All Disputes submitted prior to such date
shall be heard by the old Disputes Review Board unless the Parties agree otherwise.
(g) If a Party does not select its member for the new Disputes Review
Board within 30 days after the date of delivery of the Notice requesting a new Disputes Review
Board, the other Party may provide a Notice to cure to that Party. Upon receipt of the Notice, the
Party that did not make its selection will have 20 days to cure by selecting a member for the new
DRB. If the Party does not make the selection within the 20 day cure period, the noticing Party
may proceed in accordance with Section 24.5.
24.3.2. Operation
The Disputes Review Board shall adopt rules of procedure subject to approval by RCTC
and DB Contractor. The Parties may agree in writing to any new or different procedures and the
Disputes Review Board will follow such changes. The Disputes Review Board may schedule
regular meetings and visits to the Site. If the Parties consider it necessary or desirable, RCTC
will prepare minutes of all regular meetings and circulate them for comments, corrections, and/or
approval by all concerned. If a field inspection is undertaken, the Disputes Review Board shall
be accompanied by representatives of both RCTC and DB Contractor. Seeking the Disputes
Review Board member(s)' advice or consultation, ex parte, is expressly prohibited.
24.3.3. Procedure and Schedule for Dispute Resolution
(a) Disputes shall be considered as quickly as possible, taking into
consideration the particular circumstances and the time required to prepare detailed
documentation. All Disputes arising out of a single event, act, omission or set of circumstances
shall be considered a single Dispute. All Losses and Claims arising out of that event, act,
omission or set of circumstances shall be considered Losses and Claims under a single Dispute.
Accordingly, all such Disputes, Losses and Claims presented as a single Dispute shall be included
in the statement of the single Dispute within a reasonable time after the initial filing so that the
other Party will have ample time for discovery before the hearing date. Any disputes, Losses or
Claims not presented in such single Dispute within such reasonable time shall be deemed waived
by the Party bringing the Dispute.
(b) DB Contractor and RCTC shall each be afforded an opportunity to be
heard by the Disputes Review Board and to offer evidence. The Parties agree that discovery
shall be permitted to the full extent provided by Code of Civil Procedure sections 1283.05(a)
through (d). The Recommendation of the Disputes Review Board will be given in writing to both
RCTC and DB Contractor within ten Business Days of completion of the hearings, if possible.
(c) RCTC will promptly process any required Change Order or amendment
to this Contract based on: (i) an agreed upon resolution between RCTC and DB Contractor; (ii) a
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binding Recommendation of the Disputes Review Board; or (iii) a final judgment or award entered
in accordance with Section 24.5 or 24.6.
24.3,4, Hearing and Recommendation
Each hearing before the Disputes Review Board shall be conducted at facilities provided
by RCTC. RCTC and DB Contractor may have representatives at all hearings. After the hearings
are concluded, the Disputes Review Board shall meet in private to formulate its Recommendation,
which shall be supported by two or more members. All deliberations of the Disputes Review
Board shall be conducted in private, with all individual views kept strictly confidential, except as
may be reflected in the Recommendation. The Recommendation shall be made in accordance
with such procedures as are approved by the Parties. The Disputes Review Board shall make
every effort to reach a unanimous Recommendation. If the Recommendation is not unanimous,
then the dissenting member may prepare a minority recommendation.
24.3.5.
Findings
Right to Litigate Disputes; Admissibility of Disputes Review Board
(a) RCTC and DB Contractor agree that submission of any unresolved
Dispute to project level and executive level negotiations, under Sections 24.2.3 and 24.2.4, and
the Disputes Review Board, under this Section 24.3, are conditions precedent to RCTC's or
DB Contractor's right to litigate such unresolved Dispute.
(b) Findings of fact by the Disputes Review Board will not be collateral
estoppel in any other proceeding involving the same issue, but final decisions that are binding in
accordance with Section 24.6 will be res judicata. The written findings and Recommendations of
the Disputes Review Board, together with its reasons, including any minority reports or dissenting
recommendations or opinions, and all submissions of the Parties shall not be admissible in any
subsequent arbitration, mediation, or litigation concerning the same Dispute or Claim. Any
settlement negotiations between the Parties during the Disputes Review Board process, whether
voluntary or at the direction of the Disputes Review Board, shall be considered confidential, and
no evidence of anything said, nor any admission made in such settlement negotiations, nor any
document prepared for the purpose of the settlement negotiations, shall be admissible in
evidence, nor shall disclosure of such evidence be compelled at a later date, unless such
evidence is otherwise admissible or subject to discovery, except that any settlement executed by
the Parties shall not be considered confidential and may be disclosed.
(c) RCTC and DB Contractor shall not call any individual who served as a
member of the Disputes Review Board as a witness in any litigation proceedings in connection
with this Contract.
24.4. Resolution of Disputes Exceeding $375,000 by Disputes Review Board
24.4.1. RCTC and DB Contractor may submit to the Disputes Resolution Board
Disputes that arise prior to the expiration of the applicable Warranty Period only when (a) project
level and executive level negotiations between the Parties are unsuccessful, and (b) the amount
in controversy exceeds $375,000.
24.4.2. Such Disputes submitted by DB Contractor to the Disputes Review Board must
be based on a final RCTC Decision, and must be submitted within 30 days of the date the RCTC
Decision became final. RCTC may submit such a Dispute to the Disputes Review Board at any
time.
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24.4.3. The Dispute shall be submitted to the Disputes Review Board by filing a
"complaint" in accordance with the procedures adopted by the Disputes Review Board, and
service upon the other Party in accordance with the requirements of the Code of Civil Procedure
that pertain to service of summons and complaint. Concurrently with service of the complaint
upon the other Party, the Party submitting the Dispute shall also deliver a copy of the complaint
to counsel for the other Party, if the other Party has been previously represented in such Dispute.
The complaint shall include a declaration executed by the Party submitting the Dispute, in the
following form:
I certify that the claim set forth herein is made in good faith, that the
supporting data is accurate and complete to the best of my
knowledge and belief, and that the amount and/or time requested
accurately reflects the [Contract schedule adjustment] [amount] for
which [RCTC] [DB Contractor] believes, at this time, [RCTC] [DB
Contractor] is liable.
By: [RCTC] / [DB Contractor]
[Person Responsible for Claim]
24.4.4. The term "Recommendation" means the written document issued by the
Disputes Review Board in connection with a Dispute, issued in accordance with the procedures
adopted by the Disputes Review Board, which states that it is the Disputes Review Board's final
recommendation for resolution of said Dispute. The Parties agree that all statutes of limitations
shall be tolled from the date of submission of a Dispute to the Disputes Review Board until the
date of receipt of the Recommendation.
24.4.5. Within 30 days after receiving the Recommendation, or such other time
specified by the Disputes Review Board, both RCTC and DB Contractor shall respond to each
other and to the Disputes Review Board by Notice, signifying either acceptance or rejection of the
Recommendation. Failure of either Party to respond within the specified period shall be deemed
an acceptance of the Recommendation, such that the duration of the limitations period(s) is
increased by the amount of time that the Dispute is tolled, and that no limitations period shall
expire while the statutes of limitations are tolled. If RCTC and DB Contractor are able to resolve
the Dispute based on the Recommendation, RCTC will promptly process any required Contract
changes.
24.4.6. If the Dispute remains unresolved during the 120 days following issuance of
the Recommendation, either Party may submit the Dispute to judicial reference under
Section 24.5 (no other methods of settlement shall be available). If the Dispute is not submitted
to judicial reference within such 120-day period, then the applicable Recommendation shall stand
as final and binding, and the Parties shall be deemed to have conclusively agreed to accept that
Recommendation.
24.5. Resolution of Disputes Exceeding $375,000 by Judicial Reference
RCTC and DB Contractor may submit Disputes to judicial reference only when: (a) the amount in
controversy exceeds $375,000; (b) project level and executive level negotiations between the
Parties are unsuccessful with respect to the Dispute; either (c)(i) the Disputes Review Board has
issued a Recommendation with respect to the Dispute or (c)(ii) a Party has failed to cure a failure
to select a member for a new Disputes Review Board after notice and an opportunity to cure
pursuant to Section 24.3.1(g); and (d) the Dispute is submitted to judicial reference within
timeframe in Section 24.4.6. All Disputes submitted to judicial reference shall be heard and
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determined by a referee in accordance with Code of Civil Procedure section 638, subsection 1.
The venue of any proceeding under this Contract shall be in Riverside County, California, unless
changed by the judicial officer.
24,5,1. Filing of Complaint
Subject to the procedural requirements in this Section 24.5, the Party submitting a Dispute
to judicial reference shall file in court and serve on the other Party a complaint describing the
matters in dispute. Said complaint shall be filed no later than 120 days following issuance of the
applicable Recommendation by the Disputes Resolution Board. Service of the complaint shall be
as prescribed by law.
24.5.2. Procedure for Appointment
(a) At any time after service of the complaint, either Party may request the
designation of a referee to try the Dispute. Thereafter the Parties shall use their best efforts to
agree upon the selection of a referee.
(b) If the Parties are unable to agree upon a referee within ten Business
Days after a written request to do so by any Party, then either Party may petition the presiding
judge of the Superior Court to appoint a referee. The presiding judge shall have the power to
assign such request to such judge of the Riverside County, California, Superior Court as the
presiding judge deems appropriate.
(c) For the guidance of the judge making the appointment of such referee,
the Parties agree that the person so appointed shall be a lawyer, licensed in the State and
experienced in the subject matter of the Dispute, a court commissioner, or a retired judge.
24.5.3. Standards for Decision
(a) The provisions of Code of Civil Procedure sections 640, 642, 643, 644
and 645 shall be applicable to dispute resolution by a referee hereunder. In an effort to clarify
and amplify the provisions of Code of Civil Procedure sections 644 and 645, the Parties agree
that the referee shall decide issues of fact and law submitted by the Parties for decision in the
same manner as required for a trial by court as specified in Code of Civil Procedure sections
631.8 and 632, and California Rules of Court, Rule 3.1590. The right to trial by jury is waived by
both Parties.
(b) The referee shall try and decide the Dispute, and all pretrial matters,
including discovery, and shall proceed according to all of the substantive and procedural laws of
the State, unless the Parties stipulate to the contrary.
(c) When the referee has decided the Dispute, the referee shall also cause
the preparation of a judgment based on such decision. The judgment to be entered by the
Superior Court, based upon the decision of the referee, shall be appealable in the same manner
as if the judge signing the judgment had tried the case.
24.5.4. Agreement to Appoint Proposed Referee as Judge Pro Tem
The Parties recognize that the appointment of the proposed referee as a temporary judge
in accordance with Article VI, Section 21 of the California Constitution and California Rules of
Court, Rule 2.831, would be desirable and therefore agree that the proposed referee be appointed
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as a temporary judge in accordance with Article VI, Section 21 of the California Constitution, in
the event of the filing of an action in the Superior Court to resolve any Dispute.
24.6. Resolution of Disputes Involving $375,000 or Less by Arbitration
24.6.1. RCTC and DB Contractor may submit to arbitration Disputes that arise prior to
the expiration of the applicable Warranty Period only when (a) project level and executive level
negotiations between the Parties are unsuccessful, and (b) the amount in controversy is equal to
or less than $375,000.
24.6.2. Disputes submitted by DB Contractor to arbitration under this Section 24.6
must be based on a final RCTC Decision, and a demand for arbitration must be submitted within
30 days after the date the RCTC Decision becomes final. RCTC may submit a demand for
arbitration under this Section 24.6 at any time.
24.6.3. As permitted by Public Contract Code section 20104(a)(2), each Dispute
involving $375,000 or less shall be heard and determined by an arbitrator or arbitrators selected
pursuant to Public Contract Code sections 10240 et seq. (the "State Arbitration Act"), and in
accordance with the procedures in California Code of Regulations, title 1, sections 300 et seq.
(the "Regulations").
24.6.4. RCTC and DB Contractor agree to appoint the members of the Disputes
Review Board to act as arbitrators under the State Arbitration Act for all such Disputes, as
permitted by Public Contract Code section 10240.3 and section 321(a) of the Regulations; except
that the Parties may, in lieu of appointing the entire Disputes Review Board, agree to appoint the
neutral member of the Disputes Review Board as such arbitrator.
24.6.5. Discovery shall be permitted to the full extent provided by Code of Civil
Procedure sections 1283.05(a) through (d).
24.6.6. The Parties intend to comply with the State Arbitration Act, and agree that the
State Arbitration Act and Regulations shall be applicable with respect to Disputes up to $375,000,
except as otherwise provided in this Contract. Accordingly, for Disputes up to $375,000, the
Disputes Review Board will issue a final decision which will be binding in accordance with the
State Arbitration Act.
24.7. Cooperation
The Parties shall diligently cooperate with one another and with the person(s) appointed to resolve
Disputes, and shall perform such acts as may be necessary to obtain a prompt and expeditious
resolution of Disputes. If either Party refuses to diligently cooperate, and the other Party, after
first giving Notice of its intent to rely on the provisions of this Section 24.7, incurs additional
expenses or attorneys' fees solely as a result of such failure to diligently cooperate, then the
individual(s) resolving the Dispute may award such additional expenses and attorneys' fees to
the Party giving such Notice, even if such Party is not the prevailing Party in the Dispute.
24.8. Costs
The Parties shall share equally in all Costs for the Disputes Review Board and for resolution of
Disputes pursuant to the dispute resolution procedures under this Contract, including any costs
associated with a reference of a Dispute to a judicial referee in accordance with Section 24.5;
except that the Party against whom an award of additional attorneys' fees or expenses is made
in accordance with Section 24.7 shall make such payments to the other Party and is not entitled
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to recover (or offset) the amount paid. If either Party refuses to pay its share of the costs of the
proceeding at the time required, then the other Party may do so, in which event that Party will be
entitled to recover (or offset) the amount advanced, with interest at the maximum rate permitted
by law, even if that Party is not the prevailing Party. The person(s) resolving the Dispute shall
include such costs in his/her/their judgment or award. Except as otherwise provided in
Section 24.7, each Party shall pay its own attorneys' fees and expert witness fees. If DB
Contractor is entitled to recover from RCTC costs and interest under this Section 24.8, and so
long as RCTC's portion of such costs is undisputed, then "interest at the maximum rate permitted
by law" means interest at the rate of 7% per annum, if such undisputed amount is not paid within
60 days after the undisputed amount is established by written statement to RCTC under this
Contract.
24.9. Provisional Remedies
No party shall be precluded from initiating a proceeding in a court of competent jurisdiction for the
purpose of obtaining any emergency or provisional remedy which may be necessary, and which
is not otherwise available under this Section 24, to protect its rights, including temporary and
preliminary injunctive relief, attachment, claim and delivery, receivership and any extraordinary
writ.
24.10. Continuing Performance
During any dispute resolution proceedings, DB Contractor shall carry on its duties under this
Contract, and RCTC shall continue to make undisputed payments in accordance with this
Contract.
24.11. Participation in Proceedings; Joinder
DB Contractor agrees that: (a) at RCTC's request, DB Contractor shall take appropriate action to
join TSP or any third parties, including Subcontractors, involved in the design or construction of
any part of the Project as parties in dispute resolution proceedings under this Section 24; and (b)
DB Contractor will allow itself to be joined as a participant in any Dispute, arbitration or other
proceeding that involves RCTC and any other Person relating to the Project, including those
relating to TSP, and agrees to be bound by the procedures and decisions rendered in such
proceeding. This provision is for the benefit of RCTC and not for the benefit of any other party.
24.12. Effect on Surety and Guarantor
Decisions made in accordance with this Section 24 that are binding on DB Contractor shall also
be binding on the Surety under the Performance Bond and any Guarantor; except that, unless
the Surety or Guarantor, as applicable, is a party to such proceedings, such decisions shall not
affect any defenses that are special to the Surety or Guarantor, as applicable (i.e. defenses
available to the Surety or Guarantor, as applicable, which could not have been asserted by DB
Contractor in the underlying proceeding). In the event that the Surety or Guarantor, as applicable,
is a party to any proceedings, it may, and must, assert any such special defenses therein or else
such defenses are deemed waived.
24.13. Emergency Dispute Resolution
If a Dispute arises that must be resolved expeditiously in order to prevent serious damage to
revenues, person or property, or serious interference with a Critical Path, both Parties shall make
commercially reasonable efforts to resolve that Dispute quickly. In such case, if DB Contractor's
Representative and RCTC's Representative cannot reach a resolution of that Dispute within
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24 hours, they must refer the Dispute to RCTC's Executive Director and DB Contractor's Chief
Executive Officer (or other officer with authority to make final decisions subject only to board
approval and any required third party approvals) for a meeting between RCTC's Executive
Director and DB Contractor's Chief Executive Officer to occur within the following 24 hours. Once
the urgent aspects of the Dispute have been resolved, the Parties may continue with the
remaining procedures for dispute resolution if necessary and to the extent applicable.
24.14. Time Limitation
DB Contractor acknowledges and agrees that RCTC is subject to substantial constraints that have
resulted in limitations on its ability to increase the Contract Price or extend a Completion Deadline.
DB Contractor acknowledges and agrees that, due to limitations on funding for the Project, prompt
resolution of Disputes is of vital importance to RCTC. DB Contractor agrees that the time
limitations stated in the Contract for the filing of Claims and/or complaints with the Disputes
Review Board are necessary and reasonable. DB Contractor expressly waives any longer statute
of limitations contained in any statute, including Government Code section 900 et seq. that would
otherwise be applicable, except as it relates to the matters in Section 24.2.1.
24.15. Timely Payment of Undisputed Amounts of any Claim
In accordance with Public Contract Code section 9204, RCTC shall conduct a reasonable review
of any Claim by DB Contractor subject to Public Contract Code section 9204 within 45 days (or,
if any determination requires approval from RCTC's governing body, in which case within three
days after the next duly publicly noticed meeting of such governing body after such 45 day period)
and pay DB Contractor within 60 days thereafter the undisputed portion of any Claim. RCTC shall
provide DB Contractor a written statement identifying what portion of any Claim is disputed and
what portion is undisputed, if any. RCTC may request additional evidence from DB Contractor to
aid RCTC in identifying the disputed and undisputed portions of any Claim. DB Contractor shall
provide such evidence promptly thereafter. RCTC will pay within 60 days after receipt of sufficient
evidence, in RCTC's discretion, further amounts of such Claim that RCTC identifies as
undisputed. The Parties may, by mutual agreement, extend these time periods. As part of any
dispute resolution proceeding in this Section 24, DB Contractor bears the burden of identifying
the disputed and undisputed portions of the Claim and providing reasonable documentation in
support thereof.
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SECTION 25
ACCEPTANCE
25.1. Coordination of Work with ELP DB Contractor
25.1.1. General Requirements
DB Contractor acknowledges and agrees that:
(a) The Project physically interfaces with the ELP as described in TP
Section 2.5.1; and
(b) DB Contractor shall coordinate the performance of the Work with the
ELP in accordance with TP Section 18.4.6, and shall allow ELP DB Contractor to complete the
ELP in advance of the applicable portions of the Planned ROW Limits being made available in TP
Attachment 9-2.
25.1.2. Requirements for ELP Turnover
(a) RCTC shall give DB Contractor separate Notices:
(i) 120 days;
(ii) 60 days; and
(iii) 30 days,
prior to the date upon which it reasonably expects ELP Turnover to be
achieved.
25.1.3. Notice and Inspection of ELP Substantial Completion
(a) ELP Turnover shall not be effective until RCTC issues the applicable
Certificate of ELP Turnover in accordance with this Section 25.1.3.
(b) RCTC shall provide DB Contractor not less than ten Business Days'
prior Notice of the date ELP DB Contractor considers it will achieve ELP Turnover.
(c) During this ten Business Day period:
(i) DB Contractor, RCTC, and ELP DB Contractor shall meet and
confer on a regular and cooperative basis to exchange information, with the goal being orderly
and timely inspection of the work comprising ELP Turnover to determine whether ELP Turnover
has been achieved; and
(ii) ELP DB Contractor shall allow RCTC and DB Contractor access
to the portion of the Site comprising ELP Turnover, but neither RCTC nor DB Contractor shall
perform the applicable ELP Turnover inspection until ELP DB Contractor considers it has
achieved ELP Turnover, including ELP DB Contractor's own internal inspection and punch list,
and RCTC delivers Notice under Section 25.1.3(d).
(d) RCTC shall provide DB Contractor with a second Notice when ELP
DB Contractor determines it has achieved ELP Turnover.
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(e) ELP DB Contractor shall allow DB Contractor and RCTC access to the
portion of the Site comprising the applicable ELP Turnover for up to an additional ten Business
Days after receipt of RCTC's second Notice indicating ELP DB Contractor has achieved ELP
Turnover. During this ten Business Days period: (i) RCTC and DB Contractor shall inspect the
Work comprising the applicable ELP Turnover and its components, and conduct such other
investigations as may be necessary to evaluate whether ELP DB Contractor achieved ELP
Turnover; and (ii) DB Contractor shall provide Notice to RCTC listing the Work which, in DB
Contractor's opinion, remains to be performed to achieve the ELP Turnover.
(f) No later than ten Business Days after DB Contractor receives RCTC's
second Notice described in Section 25.1.3(d), RCTC shall (i) issue a Certificate of ELP Turnover,
or (ii) provide Notice to ELP DB Contractor listing the Work which, in RCTC's opinion, remains to
be performed to achieve the ELP Turnover.
(g) If applicable, RCTC shall give Notice to DB Contractor when ELP
DB Contractor considers that the Work listed in a Notice issued by the RCTC under
Section 25.3.3(f) has been completed, and Sections 25.1.3(d) through 25.1.3(g) will apply to such
Notice in the same way as if it were the original Notice.
(h) If ELP DB Contractor performs repairs to elements of the Work
damaged after the applicable ELP Turnover, the repair Work shall be subject to inspection by
RCTC and DB Contractor, and acceptance by RCTC. Accordingly, the provisions in Sections
25.1.3(b) through 25.1.3(g) shall apply to the repair work as if it were part of the initial ELP
Turnover.
25.2. Coordination of work with Pavement Rehabilitation Project
25.2.1. General
DB Contractor acknowledges and agrees that:
(a) The Project physically interfaces with the Pavement Rehabilitation
Project as described in TP Section 18.4.7; and
(b) DB Contractor shall coordinate the performance of the Work with the
Pavement Rehabilitation Work in accordance with TP Section 18.4.7;
25.2.2. Requirements for Pavement Rehabilitation Project
(a) RCTC shall give DB Contractor separate Notices:
(i) 120 days;
(ii) 60 days; and
(iii) 30 days,
prior to the date upon which the Pavement Rehabilitation Project is anticipated to be
complete.
(b) RCTC shall give DB Contractor Notice on the actual date upon which
the Pavement Rehabilitation Project is complete (as certified by Department).
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(c) Subject to DB Contractor's entitlement to relief under clause (k) of the
definition of Force Majeure Event, DB Contractor shall allow the Pavement Contractor access to
the applicable portions of the Pavement Contractor ROW to complete the Pavement
Rehabilitation Project from the Effective Date until the date RCTC provides Notice to DB
Contractor that the Pavement Rehabilitation Project is complete under Section 25.2.2(b).
25.3. Coordination of Work with TSP
25.3.1. General Requirements
DB Contractor acknowledges and agrees that:
(a) The Project is comprised of three Packages as described in TP Section
19; and
(b) DB Contractor shall coordinate the performance of the Work with the
TSP Work in accordance with TP Section 19, and shall allow TSP to install such facilities
reasonably in advance of the Substantial Completion Deadline, as specified in this Section 25
and TP Section 19.
25.3.2. Notice Requirements for each Package Turnover
(a) In its Monthly Progress Reports and schedule updates, DB Contractor
shall provide updates as to the anticipated date for each Package Turnover.
(b) DB Contractor shall give the RCTC Representative and TSP separate
Notices:
(I) 120 days;
(ii) 60 days; and
(iii) 30 days,
prior to the date upon which it reasonably expects to achieve each Package
Turnover.
25.3.3. Conditions for Package Turnover; Inspection of Packages
(a) No Package Turnover shall be effective until RCTC issues the
applicable Certificate of Package Turnover in accordance with this Section 25.3.3.
(b) DB Contractor shall provide RCTC and TSP not less than ten Business
Days' prior Notice of the date DB Contractor determines it will achieve each Package Turnover.
(c) During this ten Business Day period:
(i) DB Contractor, RCTC, and TSP shall meet and confer on a
regular and cooperative basis to exchange information, with the goal being orderly and timely
inspection of the Work comprising the applicable Package Turnover to determine whether the
applicable Package Turnover has been achieved.
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(ii) DB Contractor shall allow RCTC and TSP access to the portion
of the Site comprising the applicable Turnover Package, but neither RCTC nor TSP shall perform
the applicable Package Turnover inspection until DB Contractor considers it has achieved
Package Turnover, including DB Contractor's own internal inspection and punch list, and delivers
Notice under Section 25.3.3(d).
(d) DB Contractor shall provide RCTC with a second Notice when
DB Contractor determines it has achieved each Package Turnover.
(e) DB Contractor shall allow TSP and RCTC access to the portion of the
Site comprising the applicable Package Turnover for up to an additional ten Business Days after
receipt of DB Contractor's second Notice indicating it has achieved Package Turnover. During
this ten Business Days period RCTC and TSP shall inspect the Work comprising the applicable
Package Turnover and its components, and conduct such other investigations as may be
necessary to evaluate whether DB Contractor achieved Package Turnover.
(f) No later than ten Business Days after RCTC receives DB Contractor's
second Notice described in Section 25.3.3(d), RCTC shall (i) issue a Certificate of Package
Turnover, or (ii) provide Notice to DB Contractor listing the Work which, in RCTC's opinion,
remains to be performed to achieve the Package Turnover.
(g) If applicable, DB Contractor shall give Notice to RCTC when
DB Contractor considers that the Work listed in a Notice issued by the RCTC under
Section 25.3.3(f) has been completed, and Sections 25.3.3(d) through in will apply to such Notice
in the same way as if it were the original Notice.
(h) If DB Contractor performs repairs to elements of the TCS Infrastructure
damaged after the applicable Package Turnover, the repair Work shall be subject to inspection
by RCTC and TSP, and acceptance by RCTC. Accordingly, Sections 25.3.3(b) through tal shall
apply to the repair work as if it were part of the initial Package Turnover.
25.4. Notification of Substantial Completion
(a) DB Contractor shall provide RCTC with at least 30 Business Days' prior
Notice of the date DB Contractor determines it will achieve Substantial Completion. During this
30 Business Day period, DB Contractor and RCTC shall meet, confer, and exchange information
on a regular and cooperative basis with the goal being RCTC's orderly, timely inspection and
review of the Project, Final Design Documents, and Construction Documents, and RCTC's
issuance of a Certificate of Substantial Completion.
(b) During this 30 Business Day period, RCTC shall conduct an inspection
of the Project and its components, a review of the Final Design Documents and Construction
Documents and such other investigation as may be necessary to evaluate whether Substantial
Completion is achieved. To facilitate RCTC's inspection of the Project, DB Contractor shall
provide RCTC marked up copies of the Final Design Documents and Construction Documents to
reflect changes made to the Project during construction and reflect the Project's as -built condition
(e.g., draft As -Built Documents).
(c) DB Contractor shall provide RCTC a second Notice when
DB Contractor determines it has achieved Substantial Completion.
(d) RCTC will then conduct such inspections, surveys and/or testing as it
deems desirable. If such inspections, surveys and/or tests disclose that any of the Work does
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not meet the requirements of this Contract, RCTC, after consultation with Department, will
promptly advise DB Contractor as to any Nonconformances in the Work necessary to be corrected
as a condition to Substantial Completion and as to any Nonconformances which may be corrected
as Punch List items. Upon correction of the Nonconformances identified as a prerequisite to
Substantial Completion, DB Contractor shall provide Notice to RCTC, and RCTC will conduct
additional inspections, surveys and/or testing as it deems desirable. This procedure shall be
repeated until RCTC finds that all prerequisites to Substantial Completion have been met.
(e) Within five Business Days after expiration of the 30 Business Day
period and RCTC's receipt of the second Notice described in Section 25.4(c), RCTC shall either:
(a) issue the Certificate of Substantial Completion or (b) provide Notice to DB Contractor setting
forth, why the Project has not reached Substantial Completion. If RCTC and DB Contractor
cannot agree as to the date of Substantial Completion, such Dispute shall be resolved in
accordance with Section 24.
25.5. Punch List
The Project Management Plan shall establish procedures and schedules for preparing a
Punch List and completing Punch List work for each Package Turnover and Substantial
Completion. Such procedures and schedules shall conform to the following provisions:
(a) For each Package Turnover and Substantial Completion, the schedule
for preparation of the Punch List either shall be consistent and coordinated with the inspections
regarding each Package Turnover and Substantial Completion, or shall follow such inspections.
(b) DB Contractor shall prepare and maintain the Punch List. DB
Contractor shall deliver to RCTC not less than five Business Days' prior Notice stating the date
when DB Contractor will commence Punch List field inspections and Punch List preparation.
RCTC may participate in the development of the Punch List. Each participant may add items to
the Punch List and none shall remove any item added by any other without the other's express
permission. If DB Contractor objects to the addition of an item by RCTC, the item shall be noted
as included under protest, and if the Parties thereafter are unable to reconcile the protest, the
Dispute shall be resolved according to the dispute resolution procedures in this Contract. DB
Contractor shall deliver to RCTC a true and complete copy of the Punch List, including
modifications, as soon as it is prepared.
(c) DB Contractor shall immediately commence work on the Punch List
items and diligently prosecute such work to completion, consistent with this Contract, within the
time period in the Project Management Plan and in any case by the Project Completion Deadline.
25.6. Project Completion
25.6.1. Project Completion
(a) DB Contractor shall provide Notice to RCTC when it considers it has
achieved Project Completion. Such Notice shall be accompanied by a certification from
DB Contractor's Construction Quality Validation Manager, in form and substance satisfactory to
RCTC, certifying conformity of the construction with the Design Documents.
(b) RCTC will issue a Certificate of Project Completion when it finds that
(i) all conditions for Project Completion have been satisfied, and (ii) all Nonconformances that are
prerequisites to Project Completion have been corrected.
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25.6.2. Recordation of Notice of Project Completion
DB Contractor is advised that recordation of a notice of completion meeting the
requirements of Civil Code section 8182, within 15 days after completion of all construction Work,
has the effect of reducing the period for filing of stop payment notices and claims against the
Payment Bond, under Civil Code sections 9356 and 9560. If DB Contractor wishes RCTC to
record a notice of completion, DB Contractor shall prepare such notice and deliver it to RCTC at
least ten Business Days prior to the scheduled date for completion of construction. The notice
shall: (a) identify RCTC as the Project owner as defined in Civil Code section 8188, (b) state that
RCTC has been granted certain rights with respect to the Project pursuant to the Department
Cooperative Agreement, (c) provide the names and addresses of the record owners of the
improvements constructed under this Contract (i.e., Department, Local Agencies and Utility
Owners), and (d) otherwise meet the requirements of Civil Code sections 8182 and 9200 et seq.
25.7. Final Acceptance
25.7.1. Conditions to Final Acceptance
(a) Promptly after Project Completion has occurred, DB Contractor shall
perform all Work, if any, that was deferred for purposes of Final Acceptance, and shall satisfy its
other obligations under this Contract (other than completion of the obligation for Plant
Establishment Work), so as to achieve Final Acceptance. When all of the foregoing have
occurred, DB Contractor shall provide an executed sworn Affidavit of Final Acceptance to RCTC
including the following statement:
To the best of DB Contractor's knowledge and belief, except for
Plant Establishment Work not yet performed, all Work under this
Contract has been completed in strict accordance with this
Contract, no lawful debts for labor or materials are outstanding and
no federal excise tax has been included in the Contract Price; all
requests for funds for undisputed work under this Contract,
including changes in the Work, and under all billings of whatsoever
nature are accurate, complete and final and no additional
compensation over and above the final payment will be requested
or is due under this Contract or under any adjustment issued
thereunder for said undisputed work; there are no outstanding
claims, Liens or stop payment notices relating to the Project or the
Work, including claims by Utility Owners, BNSF and Local
Agencies, there is no existing default of RCTC's obligations under
any Utility Agreement that are DB Contractor's responsibility
pursuant to this Contract, and no event has occurred which, with
the passing of time or giving of notice or both, would lead to a claim
relating to the Work or an event of default under any Utility
Agreement; and upon receipt of final payment, DB Contractor and
Subcontractors acknowledge that RCTC and any and all
employees of RCTC and their authorized representatives will
thereby be released, discharged and acquitted from any and all
claims or liability for additional sums on account of undisputed work
performed under this Contract.
(b) If DB Contractor is unable to provide the affidavit in the above form as
it relates to outstanding Claims, Liens or stop payment notices relating to the Project or the Work,
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the affidavit shall certify that all such outstanding matters are in an attached list which shall
describe the outstanding matters in such detail as may be requested by RCTC. The affidavit shall
include a representation of DB Contractor that it is diligently and in good faith contesting all such
matters by appropriate legal proceedings and shall provide a status report regarding the same
including an estimate of the maximum payable with respect to each such matter. RCTC may
condition its acceptance of such affidavit in such form by requiring that DB Contractor post security
or take other actions which, in RCTC's discretion, will adequately protect RCTC and the Project
against such outstanding matters.
25.7.2. Inspection and Issuance of Certificate of Final Acceptance
(a) Upon receipt of Notice from DB Contractor that it has met all conditions
to Final Acceptance, RCTC and Department will perform the final inspection with the final As -Built
Documents in hand.
(b) Based on this final inspection RCTC will either issue a Certificate of
Final Acceptance or notify DB Contractor regarding any Work that remains to be performed. Final
Acceptance is subject to concurrence by Department.
(c) If RCTC fails to issue a Certificate of Final Acceptance, DB Contractor
shall promptly remedy the defective and/or uncompleted portions of the Work and shall give
RCTC a revised Affidavit of Final Acceptance with a new date based on when the defective and/or
uncompleted portions of the Work were corrected. The foregoing procedure shall apply
successively thereafter until RCTC has given DB Contractor an executed Certificate of Final
Acceptance.
25.7.3. No Relief from Liability
Final Acceptance will not prevent RCTC from correcting any measurement, estimate, or
certificate made before or after completion of the applicable Work, nor shall it prevent RCTC from
recovering from DB Contractor, any Guarantor, the Surety(ies), or other provider of performance
security or any combination of the foregoing, overpayment sustained for failure of DB Contractor
to fulfill the obligations under this Contract. A waiver on the part of RCTC of any breach of any
part of DB Contractor is not a waiver of any other or subsequent breach. Final Acceptance shall
not relieve DB Contractor from any of its continuing or surviving obligations under this Contract,
including Warranty obligations.
25.8. Opening Sections of Project to Traffic
25.8.1. Plan for Opening to Traffic
(a) The Project Schedule shall set forth DB Contractor's plan for
completing segments of the Project and opening them to traffic. RCTC may request that DB
Contractor expedite certain segments of the Project, and DB Contractor shall accommodate such
requests to the extent that it can do so in consideration of safety to the public and construction
personnel and without significant disruption to its schedule or a significant increase in its costs.
(b) Notwithstanding Section 25.8.1(a), if RCTC orders DB Contractor to
open portions of the Project to traffic which cannot be accommodated without significant
disruption to DB Contractor's schedule or a significant increase in DB Contractor's costs, such
direction shall be considered an RCTC-Directed Change provided that DB Contractor has
provided RCTC Notice and otherwise followed the process for RCTC-Directed Changes in
Section 16.
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25.8.2. Direction to Open Following DB Contractor Failure to Perform
If DB Contractor is delinquent in completing outside tie-in work, drainage structures or
other features of the Work, and is not compliant with the applicable traffic opening date(s) set
forth in the Project Schedule, RCTC may order all or a portion of the Project opened to traffic
notwithstanding such incomplete elements. DB Contractor shall then conduct the remainder of
the construction operations, minimizing obstruction to traffic. Except as provided in
Section 25.8.1, DB Contractor shall not receive any compensation, time or otherwise make any
Claim due to the schedule impacts attributable to the opening of the Project to traffic.
25.8.3. No Waiver
Opening of portions or segments of the Project prior to Final Acceptance does not
constitute acceptance of the Work, constitute Substantial Completion, Project Completion, or
Final Acceptance or waive any provisions of or any of RCTC's rights under this Contract.
25.9. Expiration of Plant Establishment Period
Expiration of the Plant Establishment Period shall be deemed to have occurred when
DB Contractor has fully satisfied the obligation for the Plant Establishment Work in accordance
with the requirements of TP Section 20.4.5.2, and is subject to concurrence by Department.
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SECTION 26
DOCUMENTS AND RECORDS
26.1. Escrowed Proposal Documents
26.1.1. Prior to the Effective Date, DB Contractor and RCTC have delivered one copy
of all cost and pricing data used in preparation of its Proposal and the Contract Price (the
"Escrowed Proposal Documents" or "EPDs") and previously held by the Escrow Agent to a
jointly keyed and locked fireproof cabinet supplied by DB Contractor and located in the Co -
Located Office or another location acceptable to both Parties.
26.1.2. Concurrently with submission of any quotations or revisions to quotations
provided in connection with Contract amendments and concurrently with approval of each Change
Order, if appropriate, one copy of all cost and pricing data used in preparation of the quotation,
amendment or Change Order, as applicable, shall be added to the cabinet, to be held with the
other EPDs, and shall update the index and catalogue.
26.1.3. The EPDs shall comply with Section 26.4 and be maintained in accordance
with this Section 26.1 until the following have occurred: (a) 180 days have elapsed from Final
Acceptance or termination of the Work, as applicable; (b) all Claims and Disputes regarding this
Contract have been settled; and (c) Final Payment on the Contract has been made by RCTC and
accepted by DB Contractor.
26.2. Review of EPDs
26.2.1. Upon at least three days' Notice, DB Contractor and RCTC may jointly
examine, through one or more designated representatives all or any part of the EPDs during
RCTC's normal business hours. The Party undertaking an examination need not have or state a
specific reason to examine such material.
26.2.2. If RCTC determines that any EPDs are incomplete or missing, RCTC may
request that DB Contractor submit the supplementary information and DB Contractor shall provide
such supplementary information within five days of the request. The supplementary EPDs shall:
(a) Be date stamped and labeled to identify it as supplementary
information;
(b) Added to the EPDs along with an updated executed index and
catalogue of the full contents of the EPDs (which was originally developed as of the Effective
Date); and
(c) Include a written certification that (i) the supplementary information
constitutes true and complete EPDs in accordance with this Agreement, and (ii) an authorized
officer of DB Contractor has personally examined the contents of the supplementary information.
26.2.3. In connection with any negotiations, Disputes or Claims, RCTC may make and
retain copies of EPDs as it deems appropriate; provided, however, that RCTC has executed and
delivered to DB Contractor a confidentiality statement specifying that, to the extent consistent with
applicable law, all proprietary information contained in such documents will be kept confidential,
that copies of such documents will not be distributed to any third parties other than RCTC's
attorneys and experts, the Disputes Review Board and any judicial referee, arbitrator or court
considering a Dispute or Claim, and that all copies of such documents (other than those delivered
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to dispute resolvers) will be either destroyed or returned to the depository (or to DB Contractor if
the EPDs have been returned to it) upon final resolution of the negotiations or Disputes or Claims.
26.2.4. Neither Party may add to or change the EPDs except as otherwise provided in
this Contract or with prior written approval of the other Party.
26.2.5. Either Party may introduce the EPDs into evidence in accordance with the
Dispute Resolution Procedures. The Parties shall promptly abide by any request from the court,
or other dispute resolver to assist in its deliberations.
26.3. Proprietary Information
The EPDs are the property of DB Contractor and shall be considered to be in DB Contractor's
possession, subject to RCTC's right to review and use the EPDs as provided in this Section 26.
RCTC acknowledges that DB Contractor may consider that the EPDs constitute trade secrets or
proprietary information. This acknowledgment is based upon RCTC's understanding that the
information contained in the EPDs is not known outside DB Contractor's business, is known only
to a limited extent and by a limited number of employees of DB Contractor, is safeguarded while
in DB Contractor's possession, and may be valuable to DB Contractor's construction strategies,
assumptions and intended means, methods and techniques of construction. RCTC further
acknowledges that DB Contractor expended money in developing the information included in the
EPDs and further acknowledges that it would be difficult for a competitor to replicate the
information contained therein. RCTC acknowledges that the EPDs are being made accessible to
RCTC only because it is an express prerequisite to award of the Contract.
26.4. Format and Contents of EPDs
26.4.1. The EPDs shall:
(a) Detail how the components of the Contract Price were determined and
shall be adequate to enable a complete understanding and interpretation of how DB Contractor
arrived at the Contract Price;
(b) Detail how the components of the Contract Price were determined and
shall be adequate to enable a complete understanding and interpretation of how DB Contractor
arrived at the Contract Price;
(c) In connection with quotations, Contract amendments and Change
Orders, clearly detail how the total price and individual components of that price were determined;
(d) Detail crews, equipment, materials, quantities, rates of production;
(e) Be divided into DB Contractor's usual cost categories such as direct
labor, repair labor, equipment ownership, rental and operation, expendable materials, permanent
materials and Subcontract costs as appropriate;
(f) Detail plant and equipment and indirect costs including identifying risk
contingencies, markup and other items to each direct cost item;
(g) Itemize the estimated costs of the Payment Bonds and Performance
Bonds and the insurance premiums for each coverage required to be provided by DB Contractor
under Section 11;
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(h) Include electronic media data files associated with all assumptions, risk
assumptions, detailed quantity takeoffs, progress calculations, quotes from Subcontractors and
Suppliers, quotes for insurance and bond premiums, memoranda, narratives and all other
information used by DB Contractor to arrive at the Contract Price or any amendment or Change
Order; and
(i) Be submitted in format as is used by DB Contractor to develop its
Proposal and Contract Price.
26.4.2. DB Contractor represents, warrants and agrees that the EPDs:
(a) Provided with the Proposal and this Contract were or will be personally
examined prior to delivery by an authorized officer of DB Contractor and meet the requirements
of Section 26.4.1;
(b) Constitute all of the information used in the preparation of its Proposal,
the Contract Price and pricing related to Contract amendments and Change Orders and agrees
that no other historical cost information will be considered in resolving Disputes or Claims; and
(c) Are not part of this Contract and that nothing in the EPDs shall change
or modify this Contract.
26.5. Subcontractor Pricing Documents
26.5.1. DB Contractor shall require the principal design Subcontractor (including any
joint venture) and each Major Subcontractor to:
(a) Submit to DB Contractor a copy of all cost and pricing data used in
determining its Subcontract price (or the price for Subcontract Work included in any Change Order
or Contract amendment), immediately prior to executing the Subcontract and each Change Order
and Subcontract amendment, to be deposited, accessed and maintained on terms substantially
similar to the EPDs under this Contract; and
(b) Provide a representation and warranty from the Subcontractor, for the
benefit of DB Contractor and RCTC, consistent with Section 26.4.2, replacing references to the
DB Contractor with principal design Subcontractor.
26.5.2. Each Subcontract that is not subject to the requirements in Section 26.5.1(a)
shall include a provision requiring the Subcontractor to preserve all cost and pricing data used in
establishing its Subcontract price and to provide such documentation to DB Contractor and/or
RCTC in connection with any claim made by such Subcontractor.
26.6. Financial Reporting Requirements
26.6.1. DB Contractor shall provide, or cause to be provided, to RCTC such
information, statements, financial and narrative reports, budgets and information required under
this Contract and as RCTC may otherwise reasonably request from time to time for any purpose
related to the Project or this Contract.
26.6.2. DB Contractor shall deliver to RCTC, at the times specified below, the following
financial statements, stated in United States Dollars and prepared in accordance with U.S. GAAP
as set forth in Section 26.6.2(b) for DB Contractor and each Guarantor:
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(a) Within 60 days after the end of each fiscal year, duplicate copies of the
balance sheet and a consolidated statement of earnings of DB Contractor and each Guarantor
and its consolidated subsidiaries for such fiscal year, setting forth in comparative form the figures
for the previous fiscal year, all in reasonable detail and certified as complete and correct, subject
to changes resulting from year-end adjustments, by the chief financial officer of DB Contractor
and each Guarantor, respectively;
(b) Within 120 days after the end of each fiscal year, (i) any financial ratings
obtained, and (ii) duplicate copies of the financial statements (which shall include a balance sheet
and a consolidated statement of financial condition of DB Contractor and each Guarantor and
their respective consolidated subsidiaries at the end of such year, and statements of earnings,
changes in financial position of DB Contractor and each Guarantor and their respective
consolidated subsidiaries for such year, and all related notes to the financial statements, setting
forth in each case in comparative form the figures for the previous fiscal year), all in reasonable
detail and accompanied by an opinion thereon of an independent public accountant of recognized
national standing selected by DB Contractor and each Guarantor, as applicable, which opinion
shall state that such financial statements have been prepared in accordance with U.S. GAAP
consistently applied, and that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted auditing standards,
and accordingly, included such tests of the accounting records and such other auditing
procedures as were considered necessary in the circumstances. If financial statements are
prepared in accordance with principles other than U.S. GAAP, a letter from the certified public
accountant of the applicable entity, discussing the areas of the financial statements that would be
affected by a conversion to U.S. GAAP is required and an estimate of changes required to
recalculate in accordance with U.S. GAAP. Provision of financial statements and information for
a parent company or other affiliate will not be sufficient to satisfy the requirement to provide
financial statements; and
(c) Upon request of RCTC for particular fiscal quarters, and without
request where documents are provided under Section 26.6.2(b), copies of all other financial
statements and information reported by DB Contractor and each Guarantor to its shareholders
generally and of all reports filed by DB Contractor and each Guarantor with the United States
Securities Exchange Commission under sections 13, 14 or 15(d) of the Securities Exchange Act,
to be provided to RCTC as soon as practicable after providing such information to the
shareholders of DB Contractor and each Guarantor, as applicable, or filing such reports with the
Securities and Exchange Commission, as the case may be.
26.6.3. DB Contractor shall cooperate and provide, and shall cause each Guarantor
and the Subcontractors to cooperate and provide, such information as determined necessary or
desirable by RCTC in connection with any Project funding or financing. Without limiting the
generality of the foregoing, DB Contractor shall provide such information deemed necessary or
desirable by RCTC for inclusion in RCTC's securities disclosure documents and in order to comply
with Securities and Exchange Commission Rule 15c2-12 regarding certain periodic information
and notice of material events as well as summary financial information detailing DB Contractor's
financial capacity to perform the Work. DB Contractor shall provide customary representations
and warranties to RCTC and the capital markets as to the correctness, completeness and
accuracy of any information provided.
26.6.4. All reports and information delivered by DB Contractor under Section 26.6.3
shall also be delivered electronically, to the extent electronic files exist, and be suitable for website
posting.
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26.7. Maintenance of, Access to and Audit of Records
26.7.1. Except for EPDs (which shall be maintained as set forth in Section 26.1), DB
Contractor shall maintain at its Project administration office in Riverside County, California a
complete set of all Books and Records, including copies of all original documents delivered to
RCTC and Department. DB Contractor shall notify RCTC where such records and documents
are kept.
26.7.2. DB Contractor shall keep and maintain all the documents required under
Section 26.7.1 in accordance with applicable provisions of this Contract and of the Project
Management Plan, and otherwise in accordance with Good Industry Practice until five years after
the Final Acceptance Date or the termination of this Contract (as applicable).
26.7.3. Notwithstanding Section 26.7.2, all Books and Records which relate to Claims
being processed or Disputes brought under the dispute resolution procedures of this Contract
shall be retained and made available until such Disputes and Claims have been finally resolved.
26.7.4. RCTC may:
(a) Review and audit DB Contractor, its Subcontractors and their
respective Books and Records as and when RCTC deems necessary from time to time:
(i) For the purposes of verifying compliance with this Contract, the
Governmental Approvals and applicable Governmental Rules; and
(ii) In connection with the issuance of Change Orders and Contract
amendments, the resolution of Disputes and Claims.
(b) Audit DB Contractor's Project Management Plan and compliance
therewith, including the right to inspect Work and/or activities and to verify the accuracy and
adequacy of the Project Management Plan and its component parts, plans and other
documentation.
26.7.5. DB Contractor agrees to grant to RCTC and its representatives and legal
counsel, Department, and FHWA the audit and inspection rights under Section 26.7.4 without
charge and allow such Persons such access to such Books and Records and the Work. RCTC
may conduct any such audit of Books and Records or inspection of the Work upon 48 hours' prior
Notice, or unannounced and without prior notice where there is good faith suspicion of fraud or
other criminal activity. The right of audit and inspection includes the right to make copies and
extracts and take notes.
26.7.6. Where the payment method for any Work is on a time and materials basis,
such examination and audit rights shall include all Books and Records and other evidence and
accounting principles and practices sufficient to reflect properly all direct and indirect costs of
whatever nature claimed to have been incurred and anticipated to be incurred for the performance
of such Work. If an audit indicates DB Contractor has been over credited under a previous
progress report or progress payment, that over credit will, at RCTC's sole option, be credited
against current progress reports or payments or reimbursed to RCTC by DB Contractor upon
demand therefor.
26.7.7. For cost and pricing data submitted in connection with pricing Change Orders
or Contract amendments, unless such pricing is based on adequate price competition (as
determined by RCTC), established catalog or market prices of commercial items sold in
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substantial quantities to the public, or prices set by Governmental Rule, such Persons and their
representatives have the right to examine all Books and Records related to the negotiation of or
performance of Work under such Change Orders and Contract amendments for the purpose of
evaluating the accuracy, completeness and currency of the cost or pricing data submitted. The
right of examination shall extend to all documents deemed necessary by such Persons to permit
adequate evaluation of the cost or pricing data submitted, along with the computations and
projections used therein.
26.7.8. All Claims or Disputes filed against RCTC shall be subject to audit at any time
following the filing of the Claim or Dispute. The audit may be performed by employees of RCTC
or by an auditor under contract with RCTC. No notice is required before commencing any audit
before 45 Business Days after the Final Acceptance Date. Thereafter, RCTC shall provide 15
Business Day notice to DB Contractor, any Subcontractors or their respective agents before
commencing an audit of any Claim or Dispute. DB Contractor, Subcontractors or their agents
shall provide adequate facilities, acceptable to RCTC, for the audit during normal business hours.
DB Contractor, Subcontractors or their agents shall cooperate with the auditors. Failure of DB
Contractor, Subcontractors or their agents to maintain and retain sufficient Books and Records to
allow the auditors to verify all or a portion of the Claim or Dispute or to permit the auditor access
to the Books and Records of DB Contractor, Subcontractors or their agents shall constitute a
waiver of the Claim or Dispute and shall bar any recovery thereunder.
26.7.9. Full compliance by DB Contractor with the provisions of this Section 26.7 is a
contractual condition precedent to DB Contractor's right to seek relief under Section 24.
26.7.10. DB Contractor represents and warrants the completeness and accuracy of all
information (including Books and Records) it or its agents provide in connection with the audits
identified in this Contract, and shall cause all Subcontractors to warrant the completeness and
accuracy of all information (including Books and Records such Subcontractors or their agents
provide in connection with this Section 26.7.
26.7.11. DB Contractor's internal and third party quality and compliance auditing
responsibilities shall be set forth in the Project Management Plan, consistent with the audit
requirements in TP Sections 2.1, 5.2.3, 5.3.2, 5.4.2, and 5.4.3.
26.7.12. DB Contractor shall collect and preserve each of the following types of data in
written form contemporaneously during DB Contractor's performance of the Work, which shall be
in form approved by RCTC and in conformance with the requirements of the Department
Cooperative Agreement, and index filed in accordance with Section 5-102 "Organization of Project
Documents" of the Department Construction Manual:
(a) Monthly report of labor by classification of management, supervision,
engineering and other technical personnel used on the job;
(b) Daily labor and equipment reports from DB Contractor and each
Subcontractor for construction related activities;
(c) Quality Control documentation as required by TP Section 5;
(d) A daily occurrence log (in the form of a bound book with entries in ink)
for construction related activities which shall be maintained by DB Contractor's Representative or
his designee(s), in which shall be recorded daily in a narrative form all significant occurrences on
the Project, including permit problems, unusual weather, asserted Force Majeure Events, events
and conditions causing or threatening to cause delay or disruption or interference with the
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progress of any of the Work, known injuries to person or property, a listing of each activity depicted
on the Project Schedule which is being actively prosecuted; notifications given and received, and
significant Project related meetings; and
(e) A daily record in the format required by Section 9-1.04D(6) of the
Modified Standard Specifications (Exhibit 3), recording all labor, materials and equipment
expenses which are being incurred by reason of any event, condition or circumstance which DB
Contractor believes is or may become the subject of a Claim against RCTC. Any initialed or
signed concurrence by PCM (or designees) will be for purposes of verifying physical labor,
material and equipment count rather than validating DB Contractor's Claims.
26.7.13. To the extent requested by RCTC, DB Contractor shall provide RCTC with
access to and a copy of each item described in Section 26.7.12 (provided, however, that the
provision of such information shall not constitute a Notice under Section 15.4.1).
26.7.14. Pursuant to Government Code section 8546.7, this Contract, and DB
Contractor and RCTC as the contracting parties, are subject to the examination and audit of the
California State Auditor, at the request of RCTC or as part of any audit of RCTC, for a period of
three years after the final payment under the Contract.
26.8. Public Records Act
26.8.1. DB Contractor acknowledges and agrees that all records, documents,
drawings, plans, specifications and other materials in RCTC's possession, including materials
submitted by DB Contractor, are subject to the provisions of the California Public Records Act
(Government Code section 6250 et seq.) (the "Public Records Act").
26.8.2. If DB Contractor believes information or materials submitted to RCTC
constitute trade secrets, proprietary information or other information that is not subject to or
excepted from disclosure under the Public Records Act, DB Contractor shall be solely responsible
for specifically and conspicuously designating that information by placing "CONFIDENTIAL" in the
center header of each such page affected, as it determines to be appropriate. Any specific
proprietary information, trade secrets or confidential commercial and financial information shall
be clearly identified as such, and shall be accompanied by a concise statement of reasons
supporting the claim. Nothing contained in this Section 26.8 shall modify or amend requirements
and obligations imposed on RCTC by the Public Records Act or other applicable Governmental
Rule, and the provisions of the Public Records Act or other Governmental Rules shall control in
the event of a conflict between the procedures described above and the applicable Governmental
Rules. DB Contractor is advised to contact legal counsel concerning such Governmental Rules
and its application to DB Contractor.
26.8.3. If RCTC receives a request for public disclosure of materials marked
"CONFIDENTIAL," RCTC will use reasonable efforts to provide Notice to DB Contractor of the
request and give DB Contractor an opportunity to assert, by Notice, a claimed exception under
the Public Records Act or other applicable Governmental Rules within the time period specified
in the notice issued by RCTC and allowed under the Public Records Act. Under no
circumstances, however, will RCTC be responsible or liable to DB Contractor or any other Person
for the disclosure of any such labeled materials, whether the disclosure is required by
Governmental Rules, or court order, or occurs through inadvertence, mistake or negligence on
the part of RCTC or its officers, employees, contractors or consultants.
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26.8.4. In the event of any proceeding or litigation concerning the disclosure of any
material submitted by DB Contractor to RCTC, RCTC's sole involvement will be as a stakeholder
retaining the material until otherwise ordered by a court or such other authority having jurisdiction
with respect to the material, and DB Contractor shall be fully responsible for otherwise prosecuting
or defending any action concerning the materials; provided, however, that RCTC reserves the
right, in its sole discretion, to intervene or participate in the litigation in such manner as it deems
necessary or desirable. Except in the case of RCTC's voluntary intervention or participation in
litigation, DB Contractor shall pay and reimburse RCTC within 30 days after receipt of written
demand and reasonable supporting documentation for all costs and fees, including attorneys' fees
and costs RCTC incurs in connection with any litigation, proceeding or request for disclosure.
26.9. Ownership of Documents
Subject to Sections 26.3 and 26.10, all data, sketches, charts, calculations, plans, specifications,
electronic files, correspondence, reports, analyses, studies and other documents and materials
created or collected under the terms of this Contract shall be considered "works made for hire"
for which RCTC owns the copyright. Design Documents shall become RCTC's property upon
preparation; Construction Documents shall become RCTC's property upon delivery to RCTC; and
other documents prepared or obtained by DB Contractor in connection with the performance of
its obligations under this Contract, including studies, manuals, As -Built Documents, technical and
other reports and the like, shall become the property of RCTC upon DB Contractor's preparation
or receipt thereof. Copies of all Design Documents and Construction Documents shall be
provided to RCTC upon preparation or receipt thereof by DB Contractor. DB Contractor shall
maintain all other documents described in this Section 26.9 in accordance with the requirements
of Section 26.7 and shall deliver copies to RCTC as required by this Contract or upon request if
not otherwise required to be delivered, with an indexed set delivered to RCTC as a condition to
Final Acceptance.
26.10. Intellectual Property
26.10.1. All Proprietary Intellectual Property, including with respect to Source Code and
Source Code Documentation, shall remain exclusively the property of DB Contractor or its
Affiliates or Subcontractors that supply the same, notwithstanding any delivery of copies to RCTC.
26.10.2. RCTC has and is hereby granted a nonexclusive, transferable, irrevocable,
royalty -free, fully paid up right and license to use, reproduce, modify, adapt and disclose, and
sublicense others to use, reproduce, modify, adapt and disclose, the Proprietary Intellectual
Property of DB Contractor, including with respect to Source Code and Source Code
Documentation, solely in connection with the Project and any interstate or state highway, tolled
or not tolled, owned and operated by RCTC or a State or regional Governmental Entity; provided
that RCTC may exercise such license only at the following times:
(a) From and after the expiration or earlier termination of this Contract for
any reason whatsoever; and
(b) During any time that a receiver is appointed for DB Contractor, or during
any time that there is pending a voluntarily or involuntary proceeding in bankruptcy in which DB
Contractor is the debtor, in which case RCTC may exercise such license only in connection with
the Project.
26.10.3. Notwithstanding the foregoing, DB Contractor shall have no liability or
responsibility to RCTC for Claims and Losses in connection with RCTC's use of DB Contractor's
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Proprietary Intellectual Property on any interstate or state highway, tolled or not tolled, owned and
operated by RCTC or a State or regional Governmental Entity other than the Project.
26.10.4. Subject to the license and rights granted to RCTC pursuant to Section 26.10.2,
RCTC shall not at any time sell any Proprietary Intellectual Property of DB Contractor or use,
reproduce, modify, adapt and disclose, or allow any party to use, reproduce, modify, adapt and
disclose, any such Proprietary Intellectual Property for any other purpose.
26.10.5. The right to transfer the license is limited to any Governmental Entity that
succeeds to the power and authority of RCTC generally or with respect to the Project.
26.10.6. The right to sublicense is limited to State or regional Governmental Entities that
own or operate an interstate or state highway or other road, tolled or not tolled, and to the lessees,
operators, contractors, subcontractors, employees, attorneys, consultants and agents that are
retained by or on behalf of RCTC or any such State or regional Governmental Entity in connection
with the Project or an interstate or another state highway or other road, tolled or non -tolled. All
such sublicenses shall be subject to Section 26.10.7.
26.10.7. Subject to Section 26.8, RCTC shall:
(a) Not disclose any Proprietary Intellectual Property of DB Contractor to
any Person other than authorized transferees and sublicensees who agree to be bound by any
confidentiality obligations of RCTC relating thereto; and
(b) Include, or where applicable require such State or regional
Governmental Entity to include, in the contract with the sublicensee its covenant to employ sound
business practices no less diligent than those used for its own confidential information, and no
less diligent than required by commercially reasonable standards of confidentiality, to protect all
Proprietary Intellectual Property of DB Contractor and other materials provided under the
sublicense against disclosure to third parties not in receipt of a sublicense, and to use the
sublicense only for the permitted purposes.
26.10.8. Notwithstanding any contrary provision of this Contract, in no event shall RCTC
or any of its directors, officers, employees, consultants or agents be liable to DB Contractor, any
Affiliate or any Subcontractor for any damages, including loss of profit, arising out of breach of
the duty of confidentiality in Section 26.10.7 if such breach is not the result of gross negligence
or intentional misconduct. DB Contractor irrevocably waives all claims to any such damages.
26.10.9. DB Contractor shall continue to have a full and complete right to use any and
all duplicates or other originals of its Proprietary Intellectual Property in any manner it chooses.
26.10.10. With respect to any Proprietary Intellectual Property, including with respect to
Source Code and Source Code Documentation, owned by a Person other than DB Contractor,
including any Affiliate, and other than RCTC or a Governmental Entity acting as a Subcontractor,
DB Contractor shall obtain from such owner, concurrently with the execution of any contract,
Subcontract or purchase order with such owner or with the first use or adaptation of the
Proprietary Intellectual Property in connection with the Project, both for DB Contractor and RCTC,
nonexclusive, transferable, irrevocable, fully paid up, royalty -free licenses to use, reproduce,
modify, adapt and disclose such Proprietary Intellectual Property solely in connection with the
Project and any state highway, tolled or not tolled, owned and operated by RCTC or a State or
regional Governmental Entity, of at least identical scope, purpose, duration and applicability as
the license granted under Section 26.10.2. The foregoing requirement shall not apply, however,
to mass -marketed software products (sometimes referred to as "shrink wrap software") owned by
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such a Person where such a license cannot be extended to RCTC using commercially reasonable
efforts. The limitations on sale, transfer, sublicensing and disclosure by RCTC in
Sections 26.10.3 through 26.10.7 shall also apply to RCTC's licenses in such Proprietary
Intellectual Property.
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SECTION 27
MISCELLANEOUS PROVISIONS
27.1. Amendments
Except to the extent expressly provided otherwise in this Contract, this Contract may be amended
only by a written instrument duly executed by the Parties or their respective successors or
assigns.
27.2. Waiver
27.2.1. No waiver of any term, covenant or condition of this Contract shall be valid
unless in writing and signed by the obligee Party.
27.2.2. The exercise by a Party of any right provided under this Contract shall not
waive or preclude any other or further exercise thereof or the exercise of any other right. No
waiver by any Party of any right under this Contract shall be deemed to be a waiver of any other
or subsequent right under this Contract. The consent by one Party to any act by the other Party
requiring such consent shall not create a course of conduct or be deemed to render unnecessary
the obtaining of consent to any subsequent act for which consent is required, regardless of
whether similar to the act for which consent is given.
27.2.3. Except as expressly provided otherwise in this Contract, no act, delay or
omission done, suffered or permitted by one Party or its agents shall be deemed to create a
course of conduct or waive, exhaust or impair any right, remedy or power of such Party under this
Contract, or to relieve the other Party from the full performance of its obligations under this
Contract.
27.2.4. Either Party's waiver of any breach or failure to enforce any of the terms,
covenants, conditions or other provisions of this Contract at any time shall not in any way create
a course of conduct or limit or waive that Party's right thereafter to enforce or compel strict
compliance with every term, covenant, condition or other provision, any course of dealing or
custom of the trade notwithstanding. Furthermore, if the Parties make and implement any
interpretation of this Contract without documenting such interpretation by an instrument in writing
signed by both Parties, such interpretation and implementation thereof will not be binding in the
event of any future Disputes.
27.3. Independent Contractor
27.3.1. DB Contractor is an independent contractor, and nothing contained in this
Contract shall be construed as constituting any relationship with RCTC other than that of Project
developer and independent contractor.
27.3.2. Both Parties, in the performance of this Contract, shall act in an individual
capacity and not as agents, employees, partners, joint venturers or associates of one another.
Nothing in this Contract is intended or shall be construed to create any partnership, joint venture
or similar relationship between RCTC and DB Contractor; and in no event shall either Party take
a position in any tax return or other writing of any kind that a partnership, joint venture or similar
relationship exists.
27.3.3. In no event shall the relationship between RCTC and DB Contractor be
construed as creating any relationship whatsoever between RCTC and DB Contractor's
employees. Neither DB Contractor nor any of the employees of any DB-Related Entity is or shall
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be deemed to be an employee of RCTC. Except as otherwise specified in this Contract, DB
Contractor has sole authority and responsibility to employ, discharge and otherwise control its
employees and has complete and sole responsibility as a principal for its agents, for all
Subcontractors and for all other Persons that DB Contractor or any Subcontractor hires to perform
or assist in performing the Work.
27.4. Successors and Assigns
27.4.1. This Contract shall be binding upon and inure to the benefit of RCTC and DB
Contractor and their permitted successors, assigns and legal representatives.
27.4.2. Upon providing ten Business Days' prior Notice to DB Contractor, RCTC may
assign all or part of its right, title and interest in and to any part of this Contract and performance
security, including rights with respect to the Payment Bonds and Performance Bonds, the
Warranty Bond and the Guaranty, to any other Person.
27.4.3. DB Contractor shall not voluntarily or involuntarily sell, assign, convey, transfer,
pledge, mortgage, or otherwise encumber DB Contractor's interest in and to this Contract or any
portion thereof without RCTC's prior written approval, except to any entity in which the
organizations signing this Contract for DB Contractor, or the shareholder(s), general partner(s) or
member(s) that exercise management control over such organizations, hold and exercise
effective management control and hold the same percent of equity interest in DB Contractor that
exists as of the Proposal Date. DB Contractor shall not sublease or grant any other special
occupancy or use of the Project to any other Person, without RCTC's prior written approval. Any
sale, assignment, conveyance, transfer, pledge, mortgage, encumbrance, sublease or grant of
other special occupancy or use in violation of this provision shall be null and void ab initio and
RCTC, at its option, may declare any such attempted action to be a material DB Contractor
Default.
27.4.4. DB Contractor shall not voluntarily or involuntarily cause, permit or suffer any
Change of Control prior to Final Acceptance without RCTC's prior written approval. If there occurs
any voluntary or involuntary Change of Control without RCTC's prior written approval, RCTC, at
its option, may declare it to be a material DB Contractor Default.
27.4.5. Where RCTC's prior approval is required for a proposed sale, assignment,
conveyance, transfer, pledge, mortgage, encumbrance, sublease or grant of other special
occupancy or use, or for any proposed Change of Control prior to Final Acceptance, RCTC may
withhold or condition its approval in its sole discretion. Any such decision of RCTC to withhold
consent shall be final, binding and not subject to the dispute resolution procedures in this Contract.
If for any reason RCTC does not act within 30 days after receiving all required information, or any
extension thereof by mutual agreement of the Parties, the proposed sale, assignment,
conveyance, transfer, pledge, mortgage, encumbrance, sublease or grant of other special
occupancy or use, or for any proposed Change of Control is not permitted.
27.4.6. Assignments and transfers of DB Contractor's interest permitted under this
Section 27.4 or otherwise approved by Notice from RCTC shall be effective only upon RCTC's
receipt of Notice of the assignment or transfer and a written recordable instrument executed by
the transferee (and any Guarantor and any Surety), in form and substance acceptable to RCTC,
in which the transferee, without condition or reservation, assumes all of DB Contractor's
obligations, duties and liabilities under this Contract then in effect and agrees to perform and
observe all provisions thereof applicable to DB Contractor. Each transferee shall take DB
Contractor's interest subject to, and shall be bound by, the Project Management Plan, the Major
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Subcontracts, the Utility Agreements, all RCTC-Provided Approvals, all agreements between the
transferor and railroads, the Governmental Approvals, and all agreements between the transferor
and Governmental Entities with jurisdiction over the Project, except to the extent otherwise
approved by Notice from RCTC, in its sole discretion.
27.4.7. No assignment, conveyance, transfer, pledge, mortgage, encumbrance,
sublease or grant by DB Contractor or any permitted successor and assign thereto shall release
DB Contractor, any Guarantor, any Surety or the assignor from any liabilities or obligations under
this Contract and each of such entities shall remain liable and obligated therefor.
27.4.8. DB Contractor shall not change the legal form of its organization without the
prior written approval of RCTC, which RCTC may grant or withhold.
27.4.9. Any permitted assignment of DB Contractor's interest shall not take effect until
replacement Bonds and Guarantees are provided without lapse in coverage. This requirement
may be met if the Surety/ies and Guarantor(s) amend existing Bonds and Guarantees to name
DB Contractor's assignee as the Principal (under the Bonds) and "DB Contractor" (under the
Guarantees).
27.5. Designation of Representatives; Cooperation with Representatives
27.5.1. RCTC and DB Contractor shall each designate an individual or individuals who
shall be authorized to make decisions and bind the Parties on matters relating to this Contract
("Representative"). Exhibit 2 (Contract Particulars) provides the Parties' initial Representative
designations.
27.5.2. DB Contractor Representative (a) will have full responsibility for the
prosecution of the Project, (b) will act as agent and be a single point of contact in all matters on
behalf of DB Contractor, (c) will be available to execute instructions and directions received from
RCTC or its Representatives; and (d) shall be available at all times while the Project is actually in
progress.
27.5.3. The designation of Representatives may be changed by a subsequent Notice
to the other party in accordance with Section 27.11.
27.5.4. The Parties may also designate technical representatives, who shall be
authorized to investigate and report on matters relating to the Project and to negotiate on behalf
of each of the Parties, but who shall not have authority to bind RCTC or DB Contractor.
27.6. Gratuities and Conflicts of Interest
27.6.1. DB Contractor shall not permit any officer, official or employee of RCTC to have
any financial interest in the Contract prohibited by sections 1090 et seq. and 87100 et seq. of the
Government Code. In addition, DB Contractor or its employees shall not enter into any contract
involving services or property with a Person or business prohibited from transacting such business
with RCTC, pursuant to sections 1090 et seq. and 87100 et seq. of the Government Code. Except
to the extent explicitly disclosed in DB Contractor's Proposal, DB Contractor affirms that no RCTC
officer, official or employee has any interest (whether contractual, non -contractual, financial, or
otherwise) in this transaction or in the business of DB Contractor. If any such interest becomes
known to DB Contractor at any time, DB Contractor shall submit a full and complete disclosure of
such information by Notice to RCTC, even if such interest would not be considered a conflict
under sections 1090 et seq. and 87100 et seq. of the Government Code.
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27.6.2. Neither DB Contractor nor any of its employees, agents and representatives
shall offer or give to an officer, official or employee of RCTC or Department gifts, entertainment,
payments, loans or gratuities. RCTC may, by Notice to DB Contractor, terminate the right of DB
Contractor to proceed under the Contract if it is found that gratuities (in the form of gifts,
entertainment, or otherwise) were offered or given by DB Contractor, or any agent of DB
Contractor, to any member of RCTC's board of directors or any officer, agent and/or employee of
RCTC or Department.
27.6.3. The rights and remedies of RCTC specified in this Section 27.6 are not
exclusive and are in addition to any other rights and remedies allowed by law.
27.6.4, Employment (whether as an employee, consultant, or independent contractor)
of personnel on RCTC's payroll by any DB-Related Entity is not permitted in the performance of
the Contract, even though such employment may be outside RCTC's employee's regular working
hours or on Saturdays, Sundays, holidays or vacation time; further, employment by any DB-
Related Entity of personnel who have been on RCTC's payroll within one year prior to the date of
Contract award is also prohibited, if such employment is caused by and/or dependent upon DB
Contractor securing this or a related Contract with RCTC.
27.7. Survival
DB Contractor's representations and warranties, the dispute resolution provisions contained in
Section 24, the warranties contained in Section 13, the indemnifications and releases contained
in Section 23 and elsewhere in this Contract, the rights and obligations of the Parties following
termination of this Contract under Section 19 and Section 20, the provisions regarding invoicing
and payment under Section 14, the obligations regarding Application for Final Payment under
Section 14.4 and payment for subsequent Claims under Section 14.5, and all other provisions
which by their express terms or their inherent character or express terms should survive
termination of the Contract and/or Final Acceptance, shall survive the termination of the Contract
and the Final Acceptance Date.
27.8. Limitation on Third Party Beneficiaries
Department is an intended third party beneficiary to this Contract and the Indemnified Parties are
intended third party beneficiaries of the indemnity and insurance provisions of this Contract.
Except as expressly provided in this Contract (such as warranty and indemnity provisions), it is
not intended by any of the provisions of this Contract to create any other third party beneficiary
under this Contract or to authorize anyone not a Party to maintain a suit for personal injury or
property damage pursuant to the terms or provisions hereof. Except as otherwise provided in this
Section 27.8, the duties, obligations and responsibilities of the Parties pursuant to this Contract
with respect to third parties shall remain as imposed by law. This Contract does not create a
contractual relationship of any kind between RCTC and a Subcontractor or any Person other than
DB Contractor.
27.9. Tort Liability, Personal Liability of RCTC Employees
27.9.1. RCTC's Representatives are acting solely as agents and representatives of
RCTC when carrying out the provisions of or exercising any right under this Contract. They shall
not be liable either personally or as employees of RCTC for actions in their ordinary course of
employment.
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27.9.2. The Parties agree to provide to each other's Representative(s) Notice of any
Claim that either Party receives from any third party relating in any way to the matters addressed
in this Contract, and shall otherwise provide Notice in such form and within such period as is
required by Governmental Rules.
27.9.3. No agent, consultant, officer, or authorized employee of RCTC nor any
member of RCTC's Board of Directors, shall be personally responsible for any liability arising
under this Contract.
27.10. Governing Law; Venue
This Contract shall be governed by and construed in accordance with the law of the State, without
regard to conflict of law principles. The venue of any court, judicial, or referee proceeding under
this Contract shall be in Riverside County, California, unless changed by the judicial officer.
27.11. Notices and Communications
27.11.1. All notices, requests, demands, instructions, certificates, consents,
explanations, agreements, approvals and other communications (each being a "Notice") required
or permitted under this Contract shall be in writing and (a) delivered personally, (b) sent by
certified mail, return receipt requested, (c) sent by a recognized overnight mail or courier service,
with delivery receipt requested, or (d) sent by facsimile or email communication followed by a
hard copy and with receipt confirmed by telephone, to the following addresses (or to such other
address as may from time to time be specified in writing by such Person):
All correspondence with DB Contractor shall be sent to DB Contractor's Representative
or as otherwise directed by DB Contractor's Representative. The address for such
communications shall be:
Myers -Rados, A Joint Venture
Address: 2002 E. McFadden Avenue, Suite 200,
Santa Ana, CA 92705
Mailing Address: P.O. Box 15184, Santa Ana, CA
92735-0184
Attention: Stephen S. Rados
Telephone: (714) 835-4612
E-mail: ssrados@radoscompanies.com
All communications to RCTC shall be marked as regarding the 15/91 Express Lanes
Connector Project and shall be delivered as directed by RCTC's Toll Program Director. The
address for such communications shall be:
Riverside County Transportation Commission
Attention: Michael Blomquist, Toll Program Director
3850 Vine Street,
Riverside, California
Phone: (951) 787-7141
Facsimile: (951) 787-7920
Email address: mblomquist(a�rctc.orq
With a copy to:
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Riverside County Transportation Commission
Attention: David Thomas, Toll Program Manager
4080 Lemon Street, 3rd Floor
Riverside, California 92501
Phone: (951) 787-7141
Facsimile: (951) 787-7920
Email address: dthomas@rctc.orq
In addition, copies of all notices regarding Claims, Disputes, termination and default
Notices shall be delivered to the following Persons:
Riverside County Transportation Commission
Attention: Anne Mayer, Executive Director
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Phone: (951) 787-7141
Facsimile: (951) 787-7920
Email address: amayer@rctc.org
Steven C. DeBaun, Esq.
Best and Krieger
3750 University Avenue, Suite 400
P.O. Box 1028
Riverside, California, 92502
Phone: (951) 686-1450
Facsimile: (951) 686-3083
Email address: Steve.DeBaun@bbklaw.com
All Notices and other communications or documentation required to be delivered by DB
Contractor to OCTA under this Contract shall be marked as regarding the Project and shall be
delivered to the following Person or as otherwise directed by OCTA in writing. The address for
such Notices and other communications or documentation shall be:
Orange County Transportation Commission
Attention: Kirk Avila, General Manager
550 South Main Street
Orange, California 92688
Phone: (714) 560-5674
Facsimile: (714) 560-5800
Email address: kavila@octa.net
27.11.2. Notices shall be deemed received when actually received in the office of the
addressee (or by the addressee if personally delivered) or when delivery is refused, as shown on
the receipt of the U.S. Postal Service, private carrier or other Person making the delivery.
Notwithstanding the foregoing, Notices sent by facsimile after 4:00 p.m. Pacific Standard or
Daylight Time (as applicable) and all other Notices received after 5:00 p.m. shall be deemed
received on the first Business Day following delivery (that is, in order for a fax to be deemed
received on the same day, at least the first page of the fax must have been received before 4:00
p.m.). Any technical or other communications pertaining to the Work shall be conducted by DB
Contractor's Representative and technical representatives designated by RCTC.
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27.11.3. DB Contractor shall copy RCTC on all written correspondence pertaining to
this Contract between DB Contractor and any Person other than DB Contractor's Subcontractors,
consultants and attorneys.
27.12. Taxes
27.12.1. DB Contractor shall pay, prior to delinquency, all applicable taxes.
DB Contractor accepts sole responsibility, and agrees it shall have no right to a Change Order or
to any other Claim, because of its misinterpretation of Governmental Rules respecting taxes, or
incorrect assumptions regarding applicability of taxes.
27.13. Further Assurances
DB Contractor shall promptly execute and deliver to RCTC all such instruments and other
documents and assurances as are reasonably requested by RCTC to further evidence the
obligations of DB Contractor under this Contract, including assurances regarding the validity of
(a) the assignments of Subcontracts contained in this Contract and (b) any instruments securing
performance hereof.
27.14. Severability
If any clause, provision, Section or part of this Contract is ruled invalid under Section 24 or
otherwise by a court having proper jurisdiction, then the Parties shall: (a) promptly meet and
negotiate a substitute for such clause, provision, Section or part, which shall, to the greatest extent
legally permissible, effect the original intent of the Parties, including an equitable adjustment to
the Contract Price to account for any change in the Work resulting from such invalidated portion;
and (b) if necessary or desirable, apply to the court or other decision maker (as applicable) which
declared such invalidity for an interpretation of the invalidated portion to guide the negotiations.
The invalidity or unenforceability of any such clause, provision, Section or part shall not affect the
validity or enforceability of the balance of this Contract, which shall be construed and enforced as
if this Contract did not contain such invalid or unenforceable clause, provision, Section or part.
27.15. Headings
The table of contents and captions of the Sections of this Contract are for convenience only and
shall not be deemed part of this Contract or considered in construing this Contract.
27.16. Entire Agreement
This Contract contain the entire understanding of the Parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, statements, representations and
negotiations between the Parties with respect to its subject matter.
27.17. Counterparts
This instrument may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
27.18. Costs
(a) Each Party is responsible for paying its own Costs and expenses
incurred in connection with the negotiation, preparation and execution and delivery of this
Contract.
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(b) Except as otherwise provided in this Contract, each Party perform its
obligations in accordance with this Contract at its own Cost and risk.
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SECTION 28
SIGNATURE WARRANTY
28.1. Signature Warranty
Each signatory to this Contract warrants that the signatory has necessary authority to execute
this Contract on behalf of the entity represented.
[Signatures on next page]
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IN WITNESS WHEREOF, this Contract has been executed as of , 2020.
DB CONTRACTOR:
Myers -Rados, A Joint Venture
By:
Name:
Title:
By:
Name:
Title:
Contractor License No.: 1059871
RCTC:
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Steven C. DeBaun, General Counsel
Date: , 2020
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ADDENDUM
Myers & Sons Construction, LLC and Steven P. Rados, Inc. agree that they shall be jointly and
severally liable for the obligations of DB Contractor under this Contract. Myers & Sons
Construction, LLC and Steven P. Rados, Inc. agree that RCTC and its successors and assignees
may enforce any claim or judgment against DB Contractor arising out of this Contract directly
against DB Contractor, Myers & Sons Construction, LLC, and Steven P. Rados, Inc. in any order.
Dated as of , 2020
Steven P. Rados, Inc.
By:
Name:
Title:
***
Myers & Sons Construction, LLC
By:
Name:
Title:
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EXHIBIT 1
ABBREVIATIONS AND DEFINITIONS
Unless the context otherwise requires:
(a) the following abbreviations, capitalized terms or terms used in the Department
Standard Specifications as used in this Contract have the meanings given in this Exhibit 1; and
(b) the definitions in this Exhibit 1 that are in lower case also apply to terms that are
capitalized.
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Abbreviation
Meanin •
AASHTO American Association of State Highway and Transportation Officials
AB aggregate base
ACI American Concrete Institute
ADA Americans with Disabilities Act
ADAS Automatic Data Acquisition System
ADL Aerially Deposited Lead
ANSI American National Standards Institute
APE Area of Potential Effect
AQMD air quality management district
ARB California Air Resources Board
AREMA American Railway Engineering and Maintenance -of -Way Association
AS aggregate subbase
ASME American Society of Mechanical Engineers
ASNT American Society of Nondestructive Testing
ASTM American Society of Testing and Materials
AT&T American Telephone & Telegraph
ATC Alternative Technical Concept
AV Audio Visual
AWSa American Welding Society
BMP Best Management Practice
BNSF Burlington Northern and Santa Fe
BO Biological Opinion
BSDS Bridge Site Data Submittal
BSPP Business Support Program Plan
CAC California Certified Asbestos Consultant
CADD Computer Aided Drafting and Design
Cal-NExUS California Numbered Exit Uniform System
Cal/OSHA California Division of Occupational Safety and Health Administration
CAR Corrective Action Report
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CAT Contract Acceptance Testing
CCI Construction Cost Index
CCITT International Telegraph and Telephone Consultative Committee
CCP Crisis Communication Plan
CCR California Code of Regulations
CCS California Coordinate System
CCTV Closed Circuit Television
CDFW California Department of Fish and Wildlife
CEQA California Environmental Quality Act
CERCLA Comprehensive Environmental Response Compensation and Liability Act
CFR Code of Federal Regulations
CHP California Highway Patrol
CHST Construction Health and Safety Technician
CIDH Cast -In -Drilled -Hole
CIH Certified Industrial Hygienist
CIP Corridor Improvement Project
CJP complete joint penetration
CLOMR Conditional Letter Map or Revision
CMS Changeable Message Sign
CMU DIR's Compliance Monitoring Unit
CNDDB California Natural Diversity Database
CO Change Order
COZEEP Construction Zone Enhanced Enforcement Program
CPL Contractor's Pollution Liability (insurance)
CPM critical path method
CPP Communication Protocol Plan
CPR Cardiopulmonary Resuscitation
CPT Cone Penetration Test
CPUC California Public Utilities Commission
CQMP Construction Quality Management Plan
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CQVM Construction Quality Validation Manager
CRCP continuously reinforced concrete pavement
CRM crumb rubber modifier
CSL crosshole sonic logging
CTB cement treated base
CTM California Test Method
CWI AWS Certified Welding Inspector
DB Design -Build
DBESP Determination of Biological Equivalent or Superior Preservation
DFEH California Department of Fair Employment and Housing
DGS California Department of General Services
DHCP Dynamic Host Configuration Protocol
DIGGS Data Interchange for Geotechnical and Geoenvironmental Specialists
DIR California Department of Industrial Relations
DLC Detector Lead -In Cable
DMS Document Management System
DOSH Division of Occupational Safety and Health
DOT Department of Transportation
Dpi Dots per inch
DPN Department Parcel Number
DQMP Design Quality Management Plan
DQVM Design Quality Validation Manager
DRA Dispute Resolution Advisor
DRB Dispute Resolution Board
DSA Division of the State Architect
DTSC Department of Toxic Substances Control
DVBE disabled veteran business enterprise
DVD Digital Versatile Disc
EA Expenditure Authorization
ECM Environmental Compliance Manager
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ECR Environmental Commitments Record
EDMS Electronic Document Management System
EEO Equal Employment Opportunity
El Expansion Index
EIA/ECIA Electronic Industries Alliance/Electronic Components Industry Association
EIT Engineer -in -Training
EL Express Lane
ELC I-15/SR-91 (South to West / East to North) Express Lanes Connector
ELP 15 Express Lanes Project
EMS Extinguishable Message Sign
EPD Escrowed Proposal Documents
ERS Earth Retaining Systems
ESA Environmentally Sensitive Area
ETC Electronic Toll Collection
ETW Edge of Travel Way
fc extreme fiber compressive stress in concrete at service loads
f'c compressive strength of concrete
F/O Fiber Optic
FD Final Design
FEMA Federal Emergency Management Agency
FHWA Federal Highway Administration
FR Foundation Report
FRP Fiber Reinforced Polymer
FSP Freeway Service Patrol
FTE Full-time equivalent
GAD Geometric Approval Drawing
Gbps Gigabit per second
GDR Geotechnical Design Report
GEP Geotechnical Execution Plan
GGL gamma -gamma logging
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GP General Purpose
GPS Global Positioning System
HAZWOPER Hazardous Waste Operations and Emergency Response
HDM Department Highway Design Manual
HEC Hydraulic Engineering Circular
HM Hazardous Materials
HMA Hot Mix Asphalt
HMA-0 hot mix asphalt (open graded)
HOV High Occupancy Vehicle
HS high strength
HVAC Heating Ventilation and Air Conditioning
1-15 Interstate 15
IAST Independent Assurance Sampling and Testing
ICC International Code Council
ICEA Insulated Cable Engineers Association
IDR Inspector Delay Report
IEEE Institute of Electrical and Electronics Engineers
IES Illuminating Engineer Society
IH Interstate Highway
IIPP Injury and Illness and Prevention Program
INVEST Infrastructure Voluntary Evaluation Sustainability Tool
IP Internet Protocol
ISO Insurance Services Office
IT Information Technology
ITE Institute of Transportation Engineers
ITP Instructions to Proposers
ITS Intelligent Transport Systems
JHA Job Hazard Analysis
JPCP Jointed Plain Concrete Pavement
JPEG Joint Photographic Experts Group
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JRT Joint Resolution Team
LAPM Local Assistance Procedures Manual
LBP Lead -Based Paint
LCB Lean Concrete Base
LCCA Life Cycle Cost Analysis
LCP Labor Compliance Program
LCS Department's lane closure system
LED Light Emitting Diode
LOE Level of Effort
LOTB Log of Test Borings
LOTO Lockout/Tagout
LRFD Load and Resistance Factor Design
LTDS long term design strength
MB Megabyte
MC medium curing
METS Material Engineering and Testing Services
MIT Magnetic Imaging Technology
MOT Maintenance of Traffic
MPQP Material Plant Quality Program published by the Department
MR movement rating
MRI Mean Roughness Index
MSDSb material safety data sheet
MSE Mechanically Stabilized Earth
MSHCP Multiple Association of Corrosion Engineers
MT magnetic particle testing
MUTCD Manual on Uniform Traffic Control Devices
MVP Maintenance Vehicle Pullout
NAD North American Datum
NAHC Native American Heritage Commission
NAL numeric action level
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NAVD North American Vertical Datum
NCR Nonconformance Report
NCR/MAR New Connections Report/Modified Access Report
NDC Notice of Design Change
NDT nondestructive testing
NEC National Electrical Code
NEMA National Electrical Manufacturers Association
NEPA National Environmental Policy Act
NESC National Electric Safety Code
NFPA National Fire Protection Association
NHPA National Historic Preservation Act
NOI Notice of Intent
NOT Notice of Termination
NPT National Pipe Thread Taper
NRTL Nationally Recognized Testing Laboratory
NTP Notice to Proceed
OC Overcrossing
OCP California Office of Community Partnerships
OCTA Orange County Transportation Authority
Office of Foreign Assets Control of the United States Department of the
OFAC Treasury
OFCCP Office of Federal Contract Compliance Program
OH Overhead
OJT On -the -Job Training
ORT Open Road Tolling
OSD Offices of Structure Design
OSHA Occupational Safety and Health Administration
OT Overtime
PA/ED Project Approval/Environmental Document
PALM Project Aesthetics and Landscape Master Plan
PC precast
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PCC Portland Cement Concrete
PCI Protective Coatings Inspector
PCM Project and Construction Manager
PCMS portable changeable message sign
Pdf portable document format
PE Professional Engineer
PFR Preliminary Foundation Report
PGSSP Project General Standard Special Provision
PI Plasticity Index
PLS Professional Land Surveyor
PMP Project Management Plan
PPE Personal Protective Equipment
PPM Pages Per Minute
PS prestressed
PS&E Plans, Specifications and Estimates
PTS Yellow Paint and Theroplastic Striping
QC Quality Control
QMP Quality Management Plan
QV Quality Validation
RCFC&WCD Riverside County Flood Control & Water Conservation District
RCP Reinforced Concrete Pipe
RCTC Riverside County Transportation Commission
RFC Release for Construction
RFI Request For Information
RFP Request for Proposals
RFQ Request for Qualifications
RHMA rubberized hot mix asphalt
RHMA-G Rubberized Hot Mix Asphalt (Gap Graded)
RM Ramp Meter
RMS Ramp Meter System
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ROC RCTC Operations Center
ROW Right of Way
RR Railroad
RT radiographic testing
SARB Santa Ana River Bridge
SARWQCB Santa Ana Regional Water Quality Control Board
SBCTA San Bernardino County Transportation Authority
SBE Small Business Enterprise
SC slow curing
SCE Southern California Edison
SCG Southern California Gas
SCRRA Southern California Regional Rail Authority
SDC Seismic Design Criteria
SDS safety data sheet
SER Standard Environmental Reference
SF Square Foot
SH State Highway
SHE Safety, Health and Environmental
SKR Stephen's Kangaroo Rat
SMFO Single Mode Fiber -Optic
SPT Standard Penetration Test
SR State Route
SR-91 State Route 91
SRC District 8 Safety Review Committee
SSID Service Set Identification
SSP Standard Special Provisions
SUE Subsurface Utility Engineering
SUV Service Utility Vehicle
SWDR
TCE
Storm Water Data Report
Temporary Construction Easement
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TCP Traffic Control Plan
TCS Toll Collection System
TEES Department Transportation Electrical Equipment Specification
TIFF Tagged Image File Format
TMC Traffic Management Center
TMDL Total Maximum Daily Load
TMP Transportation Management Plan
TMS Transportation Management System
TOC Toll Backbone Communications and Operations Center
TOS Traffic Operations System
TP Technical Provisions
TRO time -related overhead
TS Traffic Signal
TSP Toll Services Provider
TUB Toll Utility Building
TW Time Warner
UC Undercrossing
UL Underwriters Laboratories, Inc.
USACE United States Army Corps of Engineers
USB Universal Serial Bus
U.S.C. United States Code
USDOL United States Department of Labor
USDOT United States Department of Transportation
USEPA United States Environmental Protection Agency
USFWS United States Fish and Wildlife Service
U.S. GAAP Generally Accepted Accounting Principles
UT ultrasonic testing
UTP Unshielded Twisted Pair
VAC Voltage Alternating Current
VECP Value Engineering Change Proposal
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VGA Video Graphics Array
VLAN Virtual Local Area Network
VTMS Variable Toll Message Sign
WAN Wide Area Network
WBS Work Breakdown Structure
WDR Waste Discharge Requirement
WLAN Wireless Local Area Network
WPC water pollution control
WPCP water pollution control program
15 EL Closure Charges means the charges payable by DB Contractor to RCTC for certain Lane
Closures of 15 Express Lanes, as set forth in Exhibit 20.
15 Express Lanes means one to two tolled express lanes in each direction generally between
the I-15/Cajalco Road interchange and the I-15/State Route 60 interchange through the cities of
Corona, Norco, Eastvale, Jurupa Valley, and portions of unincorporated Riverside County.
55-Hour Weekend Closure means a 55-hour weekend closure of (a) the southbound 1-15
General Purpose Lanes and/or Express Lanes, or (b) the westbound 91 General Purpose Lanes
and 91 RCTC Express Lanes, in any case, commencing at or later than 9 p.m. on a Friday and
ending at or earlier than 4 a.m. on the immediately following Monday and solely for the purpose
of constructing the ELC bridge structures.
91 Express Lanes means approximately eighteen miles of tolled express lanes on State Route
91 (SR 91) between the State Route 55 and State Route 91 interchange and the Interstate 15
and State Route 91 interchange from the toll express lanes to and from the Interstate 15.
91 OCTA EL Closure Charges means the charges owing from DB Contractor to RCTC for Lane
Closures of 91 OCTA Express Lanes, in Exhibit 21.
91 OCTA Express Lanes means the 91 Express Lanes operated by OCTA. The eastbound 91
OCTA Express Lanes end at the express lane exit near the Orange County / Riverside County
line. The westbound 91 OCTA Express Lanes begin at the express lane entrance near the Orange
County / Riverside County line.
91 OCTA Express Lanes or 91 OCTA ELs means an approximately ten -mile high occupancy
toll road (express lanes) entirely within the median of the Riverside Freeway State Route 91 in
Orange County, California. The express lanes run from the Costa Mesa Freeway State Route 55
interchange in the vicinity of Anaheim to the Riverside/Orange County line. The 91 OCTA Express
Lanes are owned and operated by OCTA.
91 RCTC EL Closure Charges means the charges owing from DB Contractor to RCTC for Lane
Closures of 91 RCTC Express Lanes, in Exhibit 21.
91 RCTC Express Lanes means the 91 Express Lanes operated by RCTC. The eastbound 91
RCTC Express Lanes begin at the express lane entrance near the Orange County / Riverside
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County line. The westbound 91 RCTC Express Lanes end at the express lane exit near the
Orange County / Riverside County line.
91 Revenue Service Commencement Date means March 20, 2017.
abandon means to render unserviceable in place.
Acceleration Costs means those fully documented increased Costs reasonably incurred by DB
Contractor (that is, reasonable Costs over and above what DB Contractor would otherwise have
incurred) which are directly and solely attributable to increasing the performance and production
levels of the Work to complete necessary elements or segments of the Work earlier than otherwise
anticipated, such as for additional equipment, additional crews, lost productivity, overtime and
shift premiums, increased supervision and any unexpected material, equipment or crew
movement necessary for resequencing in connection with accelerated efforts. Profit, overhead
and indirect costs in connection with acceleration efforts shall not exceed the amount allowed
under Section 9 of the Modified Standard Specifications (Exhibit 3).
activity means, in the context of Project Schedules, a task, event, or other project element on a
schedule that contributes to completing the project. An activity has a description, start date, finish
date, duration, and one or more logic ties.
Actual Knowledge means facts and information actually known to RCTC, DB Contractor or
RCTC's or DB Contractor's Representative (in each case, as applicable), after due consultation
with other personnel of such Person (or in the case of DB Contractor, each DB-Related Entity),
as applicable.
Additional Properties has the meaning given in Section 8.1.3(a) and includes any Utility
Easements which are RCTC's responsibility to acquire pursuant to the applicable Utility
Agreement(s) and are not included in the RCTC-Provided Property.
adjust or Adjust means, in the context of Utility -related Work, to raise or lower a facility to match
a new grade line.
ADL Management Plan means the plan described in TP Section 6.4.5, as updated in accordance
with this Contract.
aerially deposited lead means lead primarily from vehicle emissions deposited within unpaved
areas or formerly unpaved areas.
Aesthetics and Replacement Planting Concept Meeting has the meaning given in TP Section
20.2.3.
Affidavit of Final Acceptance means the affidavit described in Section 25.7.1(a).
Affiliate means (a) any Person that directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, DB Contractor or any of its members,
partners, or shareholders holding a 10% or greater interest in DB Contractor; and (b) any Person
for which 10% or more of the equity interest in such Person is held directly or indirectly,
beneficially, or of record by (i) DB Contractor, (ii) any of DB Contractor's members, partners or
10% or greater shareholders, or (iii) any Affiliate of DB Contractor under clause (a) of this
definition. For purposes of this definition the term "control" means the possession, directly or
indirectly, of the power to cause the direction of the management of a Person, whether through
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voting securities, by contract, family relationship or otherwise. Work performed by Affiliates shall
be deemed performed by DB Contractor.
Alternative Technical Concept or ATC means an RCTC-approved technical solution or
approach that differs from the Contract requirements and is listed in Exhibit 13-B (ATCs).
Application for Final Payment means DB Contractor's written request for Final Payment of the
unpaid remainder of the Contract Price as described in Section 14.4.1.
Apprenticeable craft or trade has the meaning given in Exhibit 16 (Labor Code Requirements).
Area of Potential Effect or APE means the area of potential effect identified in TP Attachment
6-2 (APE Map).
As -Built Documents means (a) the Final Construction Documents and related documentation
revised to show changes made in the field during construction so that they reflect the Project's
as -built condition; and (b) the As -Built Schedule.
As -Built Schedule means the final schedule for the Project, reflecting the actual scope, actual
completion dates and actual durations of the activities in the Project Schedule.
As -Built Verification Maps has the meaning given in TP Section 17.3.2.
As -Built Verification Maps Deadline has the meaning given in Section 6.4.2, as such deadline
may be extended under this Contract.
authorized laboratory means an independent testing laboratory (a) not employed or
compensated by any Subcontractor or Subcontractor's affiliate providing other services for this
Contract, and (b) authorized by Department.
Available Properties means each of the RCTC-owned parcels described as "RCTC Available
Property — SITE PLAN" in the Reference Documents as being required for performance of the
Work by DB Contractor.
base means, in the context of road -building, a layer of specified material of planned thickness
placed immediately below the pavement or surfacing.
Baseline Schedule means the approved Submittal provided in accordance with TP Section 4.3.3
and Section 6.2.1(c)(ii).
basement material means, in the context of road -building, material in an excavation or
embankment under the lowest layer to be placed.
Basic Configuration means the following elements defining the Project:
(a) The Planned ROW Limits;
(b) The number of lanes (as set forth in the Geometric Approval Drawings);
(c) The approximate number and location of the following items as set forth in the
Project Schematics:
(i) Toll Gantries;
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(ii) CCTV and TTMS Poles; and
(iii) overhead signs for the 15 Express Lanes and 91 Express; and
(d) The approximate location of ramps and approximate lengths of auxiliary lanes (as
set forth in the Geometric Approval Drawings).
Bat Management Plan means the plan described in TP Section 6.4.10.2, as updated in
accordance with this Contract.
Betterment has, with respect to a given Utility facility, the meaning (if any) given in the applicable
Utility Agreement. In all other cases, the term "Betterment" means any upgrading of the Relocated
Utility that is not attributable to the construction of the Project and is made solely for the benefit
of and at the election of the Utility Owner, including an increase in the capacity, capability, level
of service, efficiency, duration or function of the Relocated Utility facility over that which was
provided by the existing Utility facility; except that the following are not considered Betterments in
such cases:
(a) Any upgrading necessary for safe and effective construction of the Project;
(b) Replacement devices or materials that meet equivalent standards although they
are not identical;
(c) Replacement of devices or materials no longer regularly manufactured with the
next highest grade or size;
(d) Any upgrading required by applicable Governmental Rules (excluding any
Governmental Rules that fall within the definition of Utility Standards for such Utility
Owner); or
(e) Replacement devices or materials which are used for reasons of economy (e.g.
non -stocked items may be uneconomical to purchase).
BNSF Construction & Maintenance Agreement means an agreement conforming to the terms
of TP Attachment 8-1 (Railroad Agreement Term Sheet).
BNSF Railway Company means the Burlington Northern and Santa Fe Railway Company.
Bond means each of the Performance Bond, Payment Bond and Warranty Bond or any or all of
them, as the context requires.
Books and Records means any and all documents, books, records, papers or other information
of any DB-Related Entity or Affiliate relating to the Project, RCTC-Provided Property, Relocations
or Work, including:
(a) all design and construction documents (including drawings, specifications,
Submittals, Subcontracts, invoices, schedules, meeting minutes, budgets,
forecasts and change orders);
(b) all budgets, certificates, claims, correspondence, daily time sheet and supervisor's
daily reports, data (including test data), cost accounting data, documents, expert
analyses, facts, files, information, investigations, materials, notices, payroll
documents, plans, projections, proposals, records, reports, requests, samples,
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schedules, settlements, statements, studies, surveys, tax returns and information,
tests, test results, vehicular traffic information, operational information analyzed,
categorized, characterized, created, collected, generated, maintained, processed,
produced, prepared, provided, recorded, stored or used by any DB-Related Entity
in connection with the Project;
(c) union agreements;
(d) insurance, welfare and benefits records;
(e) payroll registers;
(f) earnings records;
(g) payroll tax forms;
(h) material invoices and requisitions;
(i) material cost distribution work sheet;
(j) equipment records (list of company equipment, rates, etc.);
(k) Subcontractors' (including Suppliers) invoices;
(I) Subcontractors' and agents' payment certificates;
(m) canceled checks;
(n) job cost report;
(o) job payroll ledger;
(p) general ledger;
(q) cash disbursements journal;
(r) Project schedules;
(s) all documents that relate to each and every Claim and Dispute, together with all
documents that support the amount of damages as to each Claim or Dispute;
(t) work sheets used to prepare the Claim or Dispute establishing the cost
components for items of the Claim or Dispute, including labor, benefits and
insurance, materials, equipment, Subcontractors, all documents that establish the
time periods, individuals involved, the hours for the individuals, and the rates for
the individuals;
(u) email;
(v) network servers, data storage devices, backup tapes/media;
(w) letters and correspondence; and
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(x) with respect to all of the above, any information that is stored electronically or on
computer -related media.
For purposes of the requirements of this Contract to maintain Books and Records, the term "Books
and Records" includes documents or information that are subject to the attorney -client privilege,
but for purposes of requirements of this Contract to provide access to Books and Records, the
term specifically excludes documents or information that are subject to the attorney -client privilege
and are identified in a privilege log as attorney -client privileged information.
Boring Data means the geotechnical field and laboratory raw data provided for the actual boring
holes expressly identified in the Geotechnical Information included in the Reference Documents.
Boring Data does not include any interpretation, analysis, or other commentary that is based on
the raw data or otherwise contained in the Geotechnical Information.
Boulder means any rock that fails to pass through a 12-inch sieve as defined Department Soil
and Rock Logging, Classification, and Presentation Manual (2010).
bridge means a structure that:
(a) Has a bridge number, and
(b) Carries a (1) utility, (2) railroad, or (3) vehicle, pedestrian, or other traffic over,
under, or around obstructions or waterways.
Business Day means Monday through Friday, excluding weekends and Holidays.
Cal -OSHA means the California Department of Industrial Relations, Division of Occupational
Safety and Health.
California Test means Department -developed test for determining work quality. For California
Tests, go to the METS website.
certificate of compliance means, in the context of providing materials under the Technical
Provisions, a certificate stating the material complies with this Contract.
Certificate of Environmental Compliance has the meaning given in TP Section 6.3.1.
Certificate of Final Acceptance means the Notice issued by RCTC to DB Contractor that, except
for Plant Establishment Work, DB Contractor has achieved Final Acceptance and all Work has
been fully completed in accordance with this Contract.
Certificate of Package Turnover means each Notice issued by RCTC to DB Contractor that DB
Contractor has achieved Package Turnover with respect to a specific Package.
Certificate of Project Completion means the Notice issued by RCTC to DB Contractor that
DB Contractor has achieved Project Completion.
Certificate of Substantial Completion means the Notice issued by RCTC to DB Contractor that
DB Contractor has achieved Substantial Completion.
Certification of As -Built Documents has the meaning given in TP Section 3.4.4.
Certification of Final Design Documents has the certificate described in TP Section 5.3.3.2.
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Change means:
(a) Any addition, decrease, omission, deletion, or removal to or from the Work, the
Project or the Technical Provisions;
(b) Any change to a Completion Deadline or the Contract Price;
(c) Any addition, omission or change to insurance policy limits or deductibles; and
(d) Other items the Parties agree to be a Change or which this Contract states to be
a Change,
excluding Deviations.
Change in Law means the enactment, adoption, modification, repeal or other change in any
Governmental Rule that occurs after the Setting Date, including any change in the judicial or
administrative interpretation of any Governmental Rule, or adoption of any new Governmental
Rule, which is materially inconsistent with Governmental Rules in effect on the Setting Date, but
excluding:
(a) Any change in or new Governmental Rule which was passed or adopted but not
yet effective as of the Setting Date;
(b) A change in a Project Standard or Utility Standard;
(c) A change in the way a Governmental Rule is applied or interpreted as a result of:
(i) The failure of any DB-Related Entity to comply with a Governmental Rule
or any Governmental Approval; or
(ii) Any act or omission of any DB-Related Entity or any DB Contractor Fault;
(d) A change in any Governmental Rule relating to taxes (excluding any Change in
Governmental Rule related to sales tax on materials that are permanently
incorporated in the Work); or
(e) A change in Governmental Rule which was not in force at the Setting Date but
which (i) had been published as a draft bill or draft statutory instrument or otherwise
specifically referred to prior to the Setting Date; (ii) a party experienced and
competent in the implementation of works or services similar to the Work would
have reasonably foreseen or anticipated prior to the Setting Date, including
adoption of a national interoperability standard; or (iii) is substantially the same as
a Governmental Rule in force prior to the Setting Date.
Change Notice means a Notice delivered by RCTC to DB Contractor pursuant to Section 16.4.1.
Change of Control means any assignment, sale, financing, grant of security interest, transfer of
interest or other transaction of any type or description, including by or through voting securities,
asset transfer, contract, merger, acquisition, succession, dissolution, liquidation or otherwise, that
results, directly or indirectly, in a change in possession of the power to direct or control or cause
the direction or control of the management of DB Contractor or a material aspect of its business.
A Change of Control of a shareholder, member, partner or joint venture member of DB Contractor
may constitute a Change of Control of DB Contractor if such shareholder, member, partner or
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joint venture member possesses the power to direct or control or cause the direction or control of
the management of DB Contractor. Notwithstanding the foregoing, the following shall not
constitute a Change of Control:
(a) A change in possession of the power to direct or control the management of DB
Contractor or a material aspect of its business due solely to a bona fide transaction
involving beneficial interests in the ultimate parent organization of a shareholder,
member, partner or joint venture member of DB Contractor, (but not if the
shareholder, member, partner or joint venture member is the ultimate parent
organization), unless the transferee in such transaction is at the time of the
transaction suspended or debarred or subject to a proceeding to suspend or debar
from bidding, proposing or contracting with any federal or State department or
agency;
(b) An upstream reorganization or transfer of direct or indirect interests in DB
Contractor so long as no change occurs in the entity with ultimate power to direct
or control or cause the direction or control of the management of DB Contractor;
(c) A transfer of interests between managed funds that are under common ownership
or control other than a change in the management or control of a fund that
manages or controls DB Contractor; or
(d) The exercise of minority veto or voting rights (whether provided by applicable
Governmental Rules, by DB Contractor's organizational documents or by related
member or shareholder agreements or similar agreements) over major business
decisions of DB Contractor, provided that if such minority veto or voting rights are
provided by shareholder or similar agreements, RCTC has previously received
copies of such agreements.
Change Order means a written amendment to the terms and conditions of this Contract issued
by RCTC to DB Contractor with respect to a Change or Relevant Event in accordance with
Section 16 and includes the undisputed portion of any "claim" from DB Contractor, as that term is
defined in Public Contract Code section 9204.
Change Response has the meaning given in Section 16.4.3.
Claim means any claim, proceeding, action, cause of action, demand, judgment, investigation or
suit (including by way of contribution or indemnity) made:
(a) In connection with this Contract, the Project or the Site;
(b) Under Governmental Rules or in equity; or
(c) For specific performance, restitution, payment of money (including damages), an
extension of time, or any other form of relief.
Submission of a DB Contractor Change Request is not a Claim.
closure means a closure of a traffic lane or lanes, including shoulder, ramp or connector lanes,
within a single traffic control system.
Co -Located Office has the meaning given in TP Section 2.2.
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Code means the statutory law of the State.
Collection System means the toll collection system for the 91 Express Lanes or 15 Express
Lanes (as applicable).
commercial quality means the level of quality meeting the Good Industry Practice.
commercial source means an established business operating as a material source for the
general public.
Commission means the governing body of RCTC.
Compensable Event means each of the following events:
(a) Delay Events (excluding Force Majeure Events);
(b) Subject to Section 16.8, Force Majeure Events that are not insured against and
are not required to be insured against in accordance with this Contract and result
in substantial destruction or damage to the Work;
(c) Additional Work resulting from RCTC-Directed Changes for which RCTC has not
issued a Change Order or Directive Letter;
(d) Any net positive Pavement Adjustment with respect to Package 2 or Substantial
Completion as described in Section 21.6.4;
(e) Subject to DB Contractor complying with its obligations under Section 3.5,
Section 25, TP Section 2.5 and TP Section 19.2.2, performance of operations or
maintenance activities by TSP or 91 Express Lanes Operator, on the Planned
ROW Limits that (i) exceeds six hours a month in the aggregate for the 15 Express
Lanes; or (ii) exceeds 12 hours a month in the aggregate for the 91 Express Lanes
and the 91 OCTA Express Lanes (excluding any operation and maintenance
activities allowed under TP Sections 18.3.3.3.1(iii) and 18.3.3.3.2(iii), as
applicable); and (ii) materially and directly disrupts and interferes with the Work;
(f)
(g)
Except as set out in Section 7.4.4, uncovering, removing and restoring Work under
Section 7.4, where the Work uncovered, removed, or restored is in compliance
with this Contract; and
Elements of the ELP Work that: (i) differ materially from elements of the ELP Work
identified in TP Attachment 1-1 (Scope of Work), (ii) DB Contractor identifies in its
Notice to RCTC under Section 25.1.3(e) and are not remedied prior to the date
upon which DB Contractor is required to access the ELP Project Site under the
Project Schedule, and (iii) would result in a material increase in DB Contractor's
Cost of performing the Work.
Completion Deadline means the As -Built Verification Map Deadline, the Utility Strip Map
Deadline, each Package Turnover Deadline, Substantial Completion Deadline, Project
Completion Deadline and Final Acceptance Deadline, or all of them as the context requires.
Completion Milestone means each Package Turnover Deadline, Substantial Completion,
Project Completion and Final Acceptance or all of them as the context requires.
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Conduit means any conduit, casing, sleeve, hanger, attachment, or blockout for installation or
protection of Utilities attached to or installed through structures, or installed under rail or roadway
crossings, and any associated pull -ropes for Utility cables.
Construction Documents means all shop drawings, working drawings, fabrication plans,
material and hardware descriptions, specifications, construction quality control reports,
construction quality validation reports and samples necessary for construction of the Project in
accordance with this Contract.
Construction Manager has the meaning given in TP Section 2.6.1.2.
Construction Notice to Owner has the meaning given in TP Section 7.2.4.
Construction Quality Management Plan means the plan described in TP Section 5.4.1, as
updated in accordance with this Contract.
Construction Quality Validation Manager has the meaning given in TP Section 2.6.2.1.
Construction Safety Orders means the California Construction Safety Orders of the Division of
Occupational Safety and Health.
Construction Work means all Work to build or construct, make, form, manufacture, furnish,
install, supply, deliver, landscape or equip the Project.
Construction Work Zone means the portion of the RCTC-Provided Property in which a DB-
Related Entity's construction equipment or material is present, or temporary traffic control devices,
including temporary traffic striping and temporary signing, for the purposes of construction by any
DB-Related Entity, are in place.
Contaminated Groundwater means any extracted, pumped and/or ponded groundwater that
contains Hazardous Materials.
Contract means this Design -Build Contract made and entered into the day of
, 2020, between RCTC, and DB Contractor, including all exhibits, and the other
documents listed in Sections 1.2.1(a) and 1.2.1(b) (as applicable).
Contract Price means the amount set out in Exhibit 2 (Contract Particulars), subject to
adjustment only in accordance with the express terms of this Contract.
Contractor means the entity identified as "DB Contractor" under this Contract.
Controlling activity means, in the context of Project Schedules, a construction activity that will
extend the scheduled completion date if delayed.
Corrective Action Report or CAR has the meaning given in TP Section 5.2.3.1.6, as applicable.
Corrective Measures means corrective measures taken by DB Contractor in accordance with
Department Standards to achieve for any 0.10-mile segment of new pavement an MRI reading
less than 85.0.
Cost(s) means the actual, documented, direct incremental costs of design, construction,
commissioning, maintenance, or repair (as applicable).
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Cost and Schedule Proposal has the meaning given in Section 16.4.3(a)(v).
Cost Liability means the obligation to bear the cost of a Relocation (as between RCTC and the
Utility Owner), whether arising out of common or statutory law or contract (including Utility
Agreements), as determined by RCTC, in its good faith discretion.
Co -Sureties has the meaning given in Exhibit 8-A (Performance Bond).
Crisis Communications Plan or CCP means the Crisis Communications Plan, as updated in
accordance with this Contract.
Critical Activity Point has the meaning given in TP Section 5.4.4.
Critical Path means each critical path on the Project Schedule which ends on the applicable
Completion Deadline, as applicable (i.e., the term shall apply only following consumption of all
available Float in the schedule for a Completion Milestone, as applicable). The lower case term
"critical path," as used in the preceding sentence, means the longest continuous chain of activities
for the Project that has the least amount of total float of all chains.
critical path method means a method of planning and scheduling for a project where activities
are arranged based on activity relationships (i.e., a network -based planning technique using
activity durations and relationships between activities to calculate a schedule for the entire
project). This process determines which activities are "critical" (i.e., on the longest path) and which
have "total float" (i.e., can be delayed without making the project longer).
culvert means a structure other than a bridge that provides an opening under a roadway.
data date means, in the context of the Project Schedules, the day after the date through which a
schedule is current. Everything occurring earlier than the data date is as -built and everything on
or after the data date is planned.
DB Contractor has the meaning given in the Recitals to this Contract.
DB Contractor Available Property(ies) has the meaning given in Section 8.1.8(b).
DB Contractor Change Request means a Notice delivered by DB Contractor to RCTC pursuant
to Section 16.5.1(b).
DB Contractor Default has the meaning given in Section 20.1.1.
DB Contractor Fault means:
(a) A breach by DB Contractor of any of its obligations or any representation or
warranty under this Contract;
(b) A failure by DB Contractor to submit and/or obtain RCTC's approval of any
Submittal listed in Sections 5.1.3 and 5.2.2;
(c) A breach or violation by any DB-Related Entity of any Governmental Rule or
Governmental Approval; or
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(d) Negligence, gross negligence, fraud, bad faith recklessness, criminal conduct
intentional misconduct or any other negligent or culpable act or omission by any
DB-Related Entity.
DB Contractor Office Space has the meaning given in TP Section 2.2.
DB Contractor Release of Hazardous Materials means any spill or release, or threatened spill
or release, of a Hazardous Material and in the case of clause (b) any exacerbation of any existing
release or condition of Hazardous Materials, that was (a) brought onto the Site by a DB-Related
Entity, or (b) attributable to any act or omission of any DB-Related Entity or any DB Contractor
Fault.
DB Contractor's Utility Conflict Matrix means an update to the Preliminary Utility Matrix to be
provided by DB Contractor as described in TP Section 7.3.5.
DB-Related Entities means DB Contractor, Subcontractors or any of, their respective
employees, agents, representatives, shareholders, directors, members, managers, partners and
officers and all other Persons for whom DB Contractor may be legally or contractually responsible.
DB Utility Work has the meaning given in Section 8.3.1(c).
debarred has the meaning given in Attachment 2 to Exhibit 14.
Delay Event means each of the following events:
(a) Force Majeure Events;
(b) Extra Maintenance Work required in accordance with TP Section 21.4.4 of the TPs;
(c) RCTC-Caused Delays;
(d) A Change in Law which (i) requires a material modification in the design of the
Project, or (ii) results in imposition of material additional mitigation requirements
on the Project due to impacts on archaeological, paleontological, biological or
cultural resources;
(e) Any failure by a Utility Owner to complete design, construction, materials
procurement, and/or acquisition of a Utility Easement (as applicable) for any
Relocation before the deadline in the applicable Utility Agreement;
(f)
(g)
Subject to Section 16.13, a Differing Site Condition, provided a Reasonable
Investigation and exploration prior to the Setting Date would not have indicated the
condition DB Contractor and had no Actual Knowledge of such conditions as of the
Setting Date;
Performance of Hazardous Materials Management by DB Contractor resulting
from:
(i) Discovery of material quantities of HM-1 within the Existing Department
ROW;
(ii) Discovery of material quantities of HM-2 within the Existing Department
ROW which are Unknown Hazardous Material;
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(iii) Discovery of material quantities of Unknown Hazardous Materials within
the Project ROW or any parcels added to the RCTC-Provided Property by
an RCTC-Directed Change or required due to a Force Majeure Event
(excluding the Existing Department ROW); or
(iv) Any spill of Hazardous Material by a third party who is not acting in a
capacity of, on behalf or under the authority or permission of a DB-Related
Entity which: (i) is required to be reported to a Governmental Entity and (ii)
renders use of the roadway or construction area unsafe or potentially
unsafe absent assessment, containment and/or remediation;
(h) Failure by the Utility Owner or RCTC (as applicable) to provide DB Contractor with
timely access to any Utility Easement, where that Party is responsible for handling
acquisition efforts for a particular Utility Easement under the terms of any
applicable Utility Agreement;
(i)
Unidentified or misidentified Main or Trunkline Utilities to the extent set out in
Section 16.12.1(a) or Section 16.12.1(b);
Q) Subject to DB Contractor complying with its obligations under Section 3.5, acts or
omissions of any Other RCTC Contractor, which materially and adversely directly
affects DB Contractor's obligations under this Contract;
(k) Errors in As -Built Reference Document Information to the extent set out in Section
16.17; and
(I)
Any new or changed condition or requirement in the Major Approvals Baseline
Conditions not identified in Part 2 of TP Attachment 6-1, subject to the limitations
and conditions described in TP Section 6.3.5.1.
Demarcation Matrix means the table setting out the responsibilities of DB Contractor and TSP
with respect to the Project set out in TP Attachment 19-1.
Department means the State of California Department of Transportation as defined in Streets
and Highways Code section 20, and authorized in Streets and Highways Code section 90; and
its authorized representatives.
Department Cooperative Agreement means the cooperative agreement between RCTC and
Department identified in Recital D to this Contract.
Department Documents means the Department Standard Plans, Department Revised Standard
Plans, the Department Standard Specifications, the Department Revised Standard Specifications,
the Department Standard Special Provisions, and all other provisions of publications, manuals,
handbooks, engineering manuals, technical memoranda, standards, guidelines rules and
regulations of Department that are applicable to the type of Work required under this Contract.
Department Safety Review Committee has the meaning given in TP Section 22.2.7.
Department Standard Specifications or Standard Specifications has the meaning given in
Section 1.5.1.
Design Documents means all drawings (including plans, elevations, sections, details and
diagrams), specifications, reports, calculations, records and other Submittals necessary for
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design of the Project in accordance with this Contract, following approval by RCTC and others as
required by this Contract.
Design Manager has the meaning given in TP Section 2.6.1.3.
Design Quality Management Plan means the plan described in TP Section 5.3.1, as updated in
accordance with this Contract.
Design Quality Validation Manager has the meaning given in TP Section 2.6.2.2.
Design Review means the formal review of an existing or proposed design for the purpose of
detection and remedy of design deficiencies that would, among other things, affect fitness -for -use
and environmental aspects of the product, process or service, and/or identification of potential
improvements of performance, safety and economic aspects.
Design Work means all Work related to the design, engineering or architecture for the Project.
detour means a temporary route for traffic around a closed road part. A passageway through a
job site is not a detour.
Deviation means any change, deviation, modification, or alteration from the requirements of this
Contract (including deviations from standards referenced in this Contract) but excluding any
Change that is approved by RCTC in accordance with Section 3.2. Subject to Sections 3.2.2 and
3.2.3, and TP Section 10.3.1, a design exception not listed in TP Attachments 10-1, 10-2 and 10-
3 is a Deviation.
Differing Site Condition means (a) subsurface or latent physical conditions that are encountered
at or near the Site that differ from those reasonably assumed by DB Contractor based on incorrect
Boring Data provided by RCTC, to the extent that correct Boring Data would have resulted in
accurate assumptions, or (b) physical conditions of an unusual nature, differing materially from
those ordinarily encountered in the area and generally recognized as inherent in the type of work
provided for in the Contract including:
(a) The discovery at, near or on the Site of any archaeological, paleontological,
biological or cultural resource; provided that the existence of such resource was
not disclosed in the RFP Documents, DB Contractor had no Actual Knowledge of
such condition as of the Setting Date and such condition would not have become
known to DB Contractor by undertaking Reasonable Investigation prior to the
Setting Date; and
(b) The discovery at, near or on the Site of any species listed as threatened or
endangered under the federal or State Endangered Species Act, except to the
extent that the RCTC-Provided Approvals provide for mitigation measures to be
undertaken with respect thereto (regardless of whether the species is listed as
threatened or endangered as of the Setting Date), and also subject to the risk
allocation provisions contained in Section 8.11 (relating to DB Contractor's
obligation to obtain and maintain environmental approvals under certain
circumstances).
The definition of Differing Site Condition excludes: (i) the discovery of any Boulder that is Tess
than four feet in diameter or does not have a material impact on DB Contractor's performance of
the Work; (ii) Utilities; (iii) Hazardous Materials; (iv) moving groundwater; and (v) any differences
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in groundwater depth, flow or location from the depths, flow or location, if any, noted in the
Reference Documents or otherwise.
Subject to the exclusions in the above paragraph, for the purposes of the definition of Differing
Site Condition, and subject to the DB Contractor's obligation to perform a Reasonable
Investigation, it shall be reasonable for DB Contractor to assume the Boring Data will be
consistent within a 30 ft. horizontal radius from the center of the borehole or half the horizontal
distance to the nearest adjacent borehole, whichever is less.
Directive Letter means a Notice issued by RCTC under Section 16.3.
disabled veteran business enterprise means a business certified as a DVBE by the State
Department of General Services, Office of Small Business and DVBE Services.
Disadvantaged Business Enterprise means a disadvantaged business enterprise as defined in
49 CFR § 26.5.
dispose of means to remove from the job site.
Dispute means a disagreement between the Parties as to the merits, amounts, or remedy arising
out of an issue in controversy, including a disagreement regarding a Claim.
Disputes Review Board means the Project's adjudication board established by the Parties under
Section 24.3.
District 8 means Department District 8.
divided highway means a highway with separated traveled ways for traffic, generally in opposite
directions.
Draft Invoice means a draft invoice in the form included in Exhibit 9-A including all documents
and information required by Section 14.2.2(a), prepared for the purposes of the Progress Meeting
in Section 14.2.2.
early completion time means, in the context of the Project Schedule, the difference in time
between an early scheduled completion date and the work completion date.
Effective Date has the meaning given in the Recitals to this Contract.
ELC Lane Closure Charges means the charges payable by DB Contractor to RCTC for certain
Lane Closures of Express Lanes, as set forth in Exhibit 22.
Eligible Change means a Delay Event and a Compensable Event, or either, as the context
requires.
Eligible Surety means a Surety licensed in the State, listed on the U.S. Department of the
Treasury's "Listing and Approved Sureties" (found at www.fms.treas.gov/c570/c570.html), rated
"A" or higher by at least two nationally -recognized rating agencies (Fitch Ratings, Moody's
Investor Service and Standard & Poor's) or rated at least A-, X or higher according to A.M. Best's
Financial Strength Rating and Financial Size.
ELP DB Contract means the agreement between RCTC and the ELP DB Contractor for design
and construction of the civil infrastructure for the 1-15 Express Lanes Project.
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ELP DB Contractor means Skanska-Ames a Joint Venture, the design -build contractor for the I-
15 Express Lanes Project.
ELP Project Site means that portion of the Existing Department ROW on CADD layer "ELP
Project Site" within TP Attachment 9-2.
ELP Revenue Service Commencement Date means the date after or coincident with ELP
Substantial Completion upon which the Toll Facilities commence revenue service.
ELP Substantial Completion means substantial completion of the ELP by the ELP DB
Contractor in accordance with the ELP DB Contract.
ELP Turnover means the stage in the Work where ELP DB Contractor has completed design,
construction, and inspection of the elements of the ELP that physically interface with the Work as
described in TP Section 2.5.1 (including providing documentation of the ELP Project Site as
described in TP Section 2.3.3).
Emergency Action _Plan has the meaning given in TP Section 22.2.3.3, as updated in
accordance with this Contract.
Engineer means, subject to Section 1.7.2(b), a Registered Professional Engineer authorized by
DB Contractor to perform or furnish professional services in connection with the Work.
ENR Los Angeles Construction Cost Index means the Los Angeles Construction Cost Index
published by Engineering News Record.
Environmental Approvals means all Governmental Approvals arising from or required by any
Environmental Law in connection with construction, use or operation of the Project, including
approvals and permits required under the National Environmental Policy Act (42 U.S.C. §§ 4321
et seq.), as amended, or the California Environmental Quality Act (section 21000 et seq. of the
Public Resources Code). Environmental Approvals include the NEPA/CEQA Revalidation and
the ROD. In the case of the NEPA/CEQA Revalidation and the ROD, DB Contractor's obligations
with respect to such Environmental Approvals are limited to those obligations set out in the
Environmental Commitments Record.
Environmental Commitments Record means the document entitled "Environmental
Commitments Record" included in TP Attachment 6-1 (Project Environmental Commitment
Requirements).
Environmental Compliance Manager has the meaning given in TP Section 2.6.1.5.
Environmental Laws means (1) all Governmental Rules applicable to the Project or the Work
now or hereafter in effect regulating, relating to, or imposing liability or standards of conduct
concerning the environment or to generation, production, emissions, discharges, storage, use,
handling, transportation, treatment, disposal, remediation, releases or threatened releases of
Hazardous Materials or other hazardous, toxic or dangerous waste, pollutants, contaminants,
substances, or materials into the environment including into the air, surface water or ground water
or onto land, and (2) any requirements and standards that pertain to the protection of the
environment, or to the management of Hazardous Materials or generation, production, emissions,
storage, use, handling, transportation, treatment, disposal, remediation, discharges, releases or
threatened releases of Hazardous Materials or other hazardous, toxic or dangerous waste,
pollutants, contaminants, substances or materials into the environment, contamination of any type
whatsoever, or health and safety matters with respect to Hazardous Materials, set forth in any
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Governmental Approval, or other criteria and guidelines promulgated, pursuant to Governmental
Rules applicable to the Project or the Work, as each of the foregoing have been or are amended,
modified, or supplemented from time to time (including any present and future amendments
thereto and reauthorizations thereof), including those relating to:
(a) The manufacture, processing, distribution, use, re -use, treatment, storage,
disposal, transport or handling of Hazardous Materials or other hazardous, toxic or
dangerous waste, pollutants, contaminants, substances or materials;
(b) The protection of public health, public welfare, public safety or the environment
(including protection of nonhuman forms of life, land, surface water, groundwater
and air);
(c) Air, soil, surface and subsurface strata, stream sediments, surface water, and
groundwater;
(d) Releases of Hazardous Materials;
(e) Protection of wildlife, endangered, threatened, and sensitive species, wetlands,
water courses and water bodies, parks and recreation lands, cultural, historical,
archeological, and paleontological resources and natural resources;
(f)
(g)
The operation and closure of underground or aboveground storage tanks;
Health and safety of employees and other persons with respect to Hazardous
Materials; or other hazardous, toxic or dangerous waste, pollutants, contaminants,
substances or materials; and
(h) Notification, documentation and record keeping requirements relating to the
foregoing.
Without limiting the above, the term "Environmental Laws" shall also include the following
(all as amended):
(i)
The Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. § 9601 et seq. ("CERCLA");
(ii) The Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.
("RCRA");
(iii) The Emergency Planning and Community Right to Know Act of 1986, 42
U.S.C. § 11001 et seq.;
(iv) The Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.;
(v) The National Environmental Policy Act, 42 U.S.C. § 4321 et seq.;
(vi) The Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.;
(vii) The California Occupational Safety and Health Act of 1973, Lab. Code
§ 63000 et seq.;
(viii) The Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.;
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(ix) The Endangered Species Act, 16 U.S.C. § 1531 et seq.;
(x) The Clean Water Act, 33 U.S.C. § 1251 et seq.;
(xi) The Clean Air Act, 42 U.S.C. § 7401 et seq.;
(xii) The Federal Water Pollution Control Act, as amended by the Clean Water
Act, 33 U.S.C. § 1251 et seq.;
(xiii) The Oil Pollution Act, 33 U.S.C. § 2701 et seq.;
(xiv) The Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et
seq.;
(xv) The Federal Safe Drinking Water Act, 42 U.S.C. § 300 et seq.;
(xvi) The Federal Radon and Indoor Air Quality Research Act, 42 U.S.C. § 7401
et seq.;
(xvii) The Fish and Wildlife Coordination Act, 16 U.S.C. § 661 et seq.;
(xviii) The Coastal Zone Management Act, 33 U.S.C. § 1451 et seq.;
(xix) The Rivers and Harbors Act of 1899, 33 U.S.C. § 401 et seq.;
(xx) The Migratory Bird Treaty Act, 16 U.S.C. § 703 et seq.;
(xxi) The Marine Mammal Protection Act, 16 U.S.C. § 1361 et seq.;
(xxii) Section 4f of the Department of Transportation Act, 49 U.S.C. § 303;
(xxiii) The National Historic Preservation Act, 16 U.S.C. § 470;
(xxiv) 33 CFR §§ 114 and 125;
(xxv) The California Environmental Quality Act, § 21000 et seq. of the California
Public Resources Code;
(xxvi) The California Clean Air Act of 1988, § 39000 et seq. of the California
Health and Safety Code;
(xxvii) The California Porter -Cologne Water Quality Act, § 13000 et seq. of the
California Water Code;
(xxviii) The California Coastal Act, § 30000 et seq. of the California Public
Resource Code;
(xxix) The Integrated Waste Management Act, § 40000 et seq. of the California
Public Resources Code;
(xxx) The California Safe Drinking Water and Toxic Enforcement Act, § 25249.5
et seq. of the California Health and Safety Code;
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(xxxi) The California Hazardous Waste Control Act, Chapter 6.5 of Division 20 of
the California Health and Safety Code, § 25100 et seq.;
(xxxii) The California Hazardous Substance Account Act, the California Health
and Safety Code, § 25330 et seq.;
(xxxiii) Health and Safety Code § 25280 et seq. (Underground Storage of
Hazardous Substances);
(xxxiv) The California Hazardous Waste Management Act, the California Health
and Safety Code § 25170.1 et seq.;
(xxxv) Health and Safety Code § 25501 et seq. (Hazardous Materials Response
Plans and Inventory);
(xxxvi) Fish and Game Code §§ 1600 et seq., 1360 et seq., 2050 et seq., and 2080
et seq.; and
(xxxvii) California Energy Conservation Plan issued in compliance with the Energy
Policy and Conservation Act, all as amended.
Environmental Management Plan has the meaning given in TP Section 6.3.2, as updated in
accordance with this Contract.
Environmental Management Program has the meaning given in TP Section 6.3.1.
Environmental Monitoring Reports has the meaning given in TP Section 6.3.2.
Environmental Notification Checklist has the meaning given in TP Section 6.3.3.
Environmentally Sensitive Area means an area within or near the Site where access is
prohibited or limited to protect environmental resources and as set forth in TP Section 6.4.1.
Error means an error, omission, inconsistency, inaccuracy, deficiency or other defect.
Escrow Agent means the individual or entity designated in the RFP Documents who is authorized
to act as the escrow holder with respect to the Escrowed Proposal Documents.
Escrowed Proposal Documents has the meaning given in Section 26.1.
Event of Default has the meaning given in Section 20.2.1.
Existing Department ROW means the real property, owned by Department as of the Effective
Date, which RCTC intends to make available for permanent improvements included in the Project
which is shown graphically in the Project Schematic. Subject to TP Section 9, the limits of Existing
Department ROW permitted for use for the Project will be: (a) all real property shown in CADD
layer "Known Department ROW Limits" in TP Attachment 9-2; and (b) all real property within 10
feet of the boundary line shown in CADD layer "Approximate Department ROW Limits" in TP
Attachment 9-2.
Express Lane means any Lane that is an 15 Express Lane (or 15 EL), an 91 Express Lane (or
91 EL) or an 15/91 Express Lane (or 15/91 EL).
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Extra Maintenance Work has the meaning given in TP Section 21.4.4.
Facilitator for partnering meetings has the meaning given in Exhibit 2 (Contract Particulars).
FD Notice to Owner has the meaning given in TP Section 7.2.4.
federal -aid contract means a contract that is financed in part with federal funds.
Final Acceptance means the stage in the Work where the following requirements have been
satisfied by DB Contractor:
(a) All requirements for Project Completion have been satisfied;
(b) DB Contractor has provided RCTC with all Design Documents, original working
drawings, shop drawings and final As -Built Documents of the DB Work, right-of-
way record maps, surveys, test data and other Submittals required under this
Contract;
(c) DB Contractor has submitted and received RCTC approval of all Submittals
required by the Contract, including in TP Section 3.4.5.4;
(d) All special tools, equipment, furnishings and supplies purchased and/or used by
DB Contractor as provided in this Contract have been delivered to RCTC and all
replacement spare parts shall have been purchased and delivered to RCTC free
and clear of Liens;
(e) The items on the Final Acceptance Punch List shall have been completed to the
satisfaction of RCTC and Department, and all of DB Contractor's other obligations
under this Contract (other than obligations which by their nature are required to be
performed after Final Acceptance, including Plant Establishment Work) has been
satisfied in full or waived by Notice from RCTC;
(f)
(g)
RCTC's governing board formally accepts the Work as complete; and
All other conditions to Final Acceptance in this Contract shall have been satisfied.
Final Acceptance Date means the date on which Final Acceptance occurs.
Final Acceptance Deadline means 90 days after the Project Completion Date, as such deadline
may be extended under this Contract.
Final Design Documents means the complete final construction plans (including drawings,
elevations, sections, details and diagrams) and specifications needed by DB Contractor to build
the Project.
Final Design Package has the meaning given in TP Section 3.3.1.4.
Final Environmental Mitigation and Monitoring Reports has the meaning given in TP Section
6.3.2.
Final Payment means payment by RCTC of the final installment of the Contract Price.
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fixed cost means labor, material, or equipment cost directly incurred by DB Contractor or any of
its Subcontractors as a result of performing or supplying a particular bid item that remains constant
regardless of the item's quantity.
Flagging Charge has the meaning given in Section 8.1.7(d).
Float means the amount of time that any given activity or logically connected sequence of
activities shown on the Project Schedule may be delayed before it will affect DB Contractor's
ability to achieve a Completion Milestone by its applicable Completion Deadline. "Float" generally
means the difference between early completion times and late completion times for activities as
shown on the Project Schedule, and shall include any float contained within an activity as well as
any period containing an artificial activity (that is, one which is not encompassed within the
meaning of the word "Work").
Force Majeure Event means any of the events listed in clauses (a) through (k) below, subject to
the exclusions listed in clauses (i). through (vii) below, which materially and adversely directly
affects DB Contractor's obligations:
(a) Any earthquake, tornado, hurricane, Wildfire, lightning one in a 100 year flood or
other natural disaster that causes direct physical damage to the Project;
(b) Any epidemic in the Riverside County, California area;
(c) Any blockade, rebellion, war, riot, act of sabotage or civil commotion that causes
direct physical damage to the Project;
(d) Any major new State or federal Environmental Approval necessitated by the
discovery at, near or on the Planned ROW Limits of any archaeological,
paleontological, biological or cultural resources provided that the existence of such
resources or substances was not disclosed in, or ascertainable from, the RFP
Documents, was not otherwise known to DB Contractor prior to the Setting Date
and would not have become known to DB Contractor by undertaking Reasonable
Investigation prior to the Setting Date;
(e) Any major new State or federal Environmental Approval necessitated by the
discovery at, near or on the Planned ROW Limits of any species listed as a
threatened or endangered species (regardless of whether the species is listed as
threatened or endangered as of the Setting Date), provided that the presence of
such species was not disclosed in, or ascertainable from, the RFP Documents,
was not otherwise known to DB Contractor prior to the Setting Date and would not
have become known to DB Contractor by undertaking Reasonable Investigation
prior to the Setting Date;
(f)
(g)
Issuance of a temporary restraining order or other form of injunction by a court that
prohibits prosecution of a material portion of the Work;
The suspension, termination, interruption, denial or failure to obtain, failure to
maintain, or non -renewal of any RCTC-Provided Approval, except if such
suspension, termination, interruption, denial or failure to obtain, failure to maintain
or non -renewal arises from failure by any DB-Related Entity to locate or design the
Project or carry out the Work in accordance with the RCTC-Provided Approvals or
other Governmental Approval;
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(h) Any failure by RCTC to obtain a fully executed and recorded BNSF Construction
& Maintenance Agreement and CPUC authorization, prior to the later of (i) 365
days after RCTC's receipt from DB Contractor of a complete Permit Submittal
Package in accordance with TP Section 8, and (ii) the late date for start of Work
requiring such agreement in the Project Schedule;
(i)
Delay in obtaining a Major Approval by the applicable Major Approval Deadline
where the delay is not due to differences in the Basic Configuration or DB
Contractor's final design;
(j) If, after DB Contractor fully complies with all requirements in TP Section 18.3.3.5,
RCTC and Department do not approve (i) at least one 55-Hour Weekend Closure
of the 1-15 in the southbound direction; and (ii) at least one 55-Hour Weekend
Closure of the SR-91 in the westbound direction;
(k) Subject to DB Contractor complying with its obligations under Section 3.5,
Section 25 and TP Section 18.4.7, DB Contractor is unable to access the
Pavement Contractor ROW as of the latest of (i) 8 months after issuance of NTP2;
(ii) the date shown in the then current Project Schedule; and (iii) June 1, 2021;
(I) Delay in obtaining approvals from the City of Corona of design submittals within
the timeframe specified in TP Attachment 3-1 from DB Contractor's submittal to
the City of Corona of a complete package of documents required for such review
or approval, provided that such delay is not caused by DB Contractor's actions;
and
(m)
The cumulative duration of Work stoppages under paragraph (f) of the definition of
RCTC-Caused Delay exceeds 15 Business Days.
The term "Force Majeure Event" shall be limited to the matters listed above and specifically
excludes from its definition the following matters which might otherwise be considered a
force majeure event:
(i) Any physical destruction or damage, or delays to the Project which occur
by action of the elements, including explosion, fire, lightning, wind, drought,
rain, snow, or storm, except as specified in clause (a) above;
(ii) Except as provided in clause (c) above, malicious or other acts intended to
cause loss or damage or other similar occurrence, including vandalism or
theft;
(iii) Any strike, labor dispute, work slowdown, work stoppage, secondary
boycott, walkout or other similar occurrence;
(iv) The suspension, termination, interruption, denial, failure to obtain, non -
renewal or change in any requirements of any Governmental Approval,
except for any such matter falling within the scope of clause (e), �, III, or
fl above;
(v) Any increased costs or delays related to Relocations or failure to obtain or
maintain, as applicable, any approval, work or other action from a Utility
Owner, except to the extent directly due to any of the matters listed in
clauses (a) through above;
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(vi) The presence at, near or on the Site, of any Hazardous Material, including
substances disclosed in the Reference Documents as well as any
substances contained in any structure required to be demolished in whole
or in part or relocated as part of the Work; and
(vii) Any matters not caused by RCTC or beyond the control of RCTC or any
other matter not listed in clauses (a) through (k) above.
Foundation Release for Construction Package has the meaning given in TP Section 3.3.1.5.
General Purpose Lane means all mixed -flow Lanes (including ramps and direct connectors),
auxiliary Lanes on State Route 91 or Interstate 15 (as applicable), excluding the Express Lanes.
General TMP means the plan described in TP Section 18.3.1, as updated in accordance with this
Contract.
General Warranty means the general warranty set out in Section 13.1.1.
Generally Accepted Accounting Principles or U.S. GAAP means the set of accounting rules
and accounting standards promulgated by the "Financial Accounting Standards Board" (FASB),
as updated from time to time, and adopted by the accounting profession for the form and content
of financial statements and recording of financial transactions.
Geometric Approval Drawings means the Geometric Approval Drawings (Sheet 1 (interim),
Sheet 2 and Sheet 3), or either as the case may be.
Geotechnical Execution Plan means the plan described in TP Section 13.3.1, as updated in
accordance with this Contract.
Geotechnical Information means:
(a) Preliminary Foundation Information Report E91/N15 Express Lane Connector
prepared by Skanska-Ames, a Joint Venture and dated February 15, 2019;
(b) Preliminary Foundation Information Report Parkridge Avenue Undercrossing
Connector prepared by Skanska-Ames, a Joint Venture and dated February 15,
2019;
(c) Preliminary Foundation Information Report Retaining Walls 1 & 11, 9 & 10, 12 &
13, 2 & 3 prepared by Skanska-Ames, a Joint Venture and dated February 15,
2019;
(d) Preliminary Foundation Information Report Interstate 15 — State Route 91 Express
Lane Connector Project Retaining Walls 4, 5 and 6 prepared by Skanska-Ames, a
Joint Venture and dated February 18, 2018;
(e) Preliminary Foundation Information Report for S15/W91 Express Lane Connector
prepared by Skanska-Ames, a Joint Venture and dated February 18, 2019;
(f)
Preliminary Foundation Information Report E91/N15 EL Temescal Wash
Overhead prepared by Skanska-Ames, a Joint Venture and dated February 15,
2018;
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(g) Final Foundation Report 91/15 Express Lanes Connector Bridge No. 56-0871E
(AWJV Bridge No. 24) SR-91 Corridor Improvement Project (CIP) prepared by
URS and dated October 10, 2014;
(h) Final Foundation Report N15/S15-W91 Connector Overhead Bridge No. 56-0872H
(AWJV Bridge No. 25) SR-91 Corridor Improvement Project (CIP) prepared by
URS and dated April 4, 2014;
(i) Final Foundation Report W91 Temescal Wash BR & OH (Widen) Bridge No. 56-
0446L (AWJV Bridge No. 26) SR-91 Corridor Improvement Project (CIP) prepared
by URS and dated March 30, 2015;
(j) Final Foundation Report E91/Temescal Wash OH Bridge No. 56-0873R(AWJV
Bridge No. 27) SR-91 Corridor Improvement Project (CIP) prepared by URS and
dated June 30, 2014;
(k) Final Foundation Report E91-N15/S15 Connector Oh Bridge No. 56-0874G(AWJV
Bridge No. 28) Sr-91 Corridor Improvement Project (CIP) prepared by URS and
dated April 24, 2014;
(I) Final Foundation Report Retaining Wall No. 115D SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated May 21, 2014;
(m)
Final Foundation Report Retaining Wall No. 119 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated September 8, 2014;
(n) Final Foundation Report Retaining Wall No. 126 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated December 17, 2014;
(o) Final Foundation Report Retaining Wall No. 127 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated September 12, 2014;
(p)
(q)
Final Foundation Report Retaining Wall No. 128 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated March 2, 2015;
Final Foundation Report Retaining Wall No. 129 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated February 10, 2015;
(r) Final Foundation Report Retaining Wall No. 130 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated September 12, 2014; and
(s) Final Foundation Report Retaining Wall No. 223 SR-91 Corridor Improvement
Project (CIP) prepared by URS and dated December 18, 2014.
Good Industry Practice means
(a) in the case of all Work (excluding the Design Work), the exercise of the degree of
skill, diligence, prudence, and foresight which would reasonably and ordinarily be
expected from a skilled and experienced constructor, supplier or other contractor
seeking in good faith to comply with its contractual obligations, complying with all
applicable Governmental Rules and Governmental Approvals and engaged in the
same type of undertaking under circumstances and conditions similar to those
within the same geographic area as the Project; and
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(b) in the case of Design Work, the exercise of the degree of skill, diligence, prudence,
and foresight which would reasonably and ordinarily be expected from a
professional designer or engineer seeking in good faith to comply with its
contractual obligations, complying with all applicable Governmental Rules and
Governmental Approvals and engaged in the same type of undertaking under
circumstances and conditions similar to those within the same geographic area as
the Project.
Governmental Approval means any permit, license, consent, concession, grant, franchise,
authorization, waiver, certification, exemption, filing, lease, registration or ruling, variance or other
approval, guidance, protocol, mitigation agreement, agreement or memoranda of
agreement/understanding, and any revision, modification, amendment, supplement, renewal or
extension of any of the foregoing, required by or with any Governmental Entity in order to perform
the Work or any Relocation work being performed by a Utility Owner, but excluding (a) any such
approvals relating to the work to be performed by other contractors as specifically described in
this Contract, and (b) any such approvals required by or with a Governmental Entity in its capacity
as a Utility Owner. Governmental Approvals include Environmental Approvals, RCTC-Provided
Approvals and New Approvals.
Governmental Entity means any federal, state, local or foreign government and any political
subdivision or any governmental, quasi -governmental, judicial, public or statutory instrumentality,
administrative agency, authority, body or entity other than RCTC.
Governmental Rule means any statute, law, code, regulation, ordinance, rule, judgment,
common law, writ, injunction, order, decree, permit, concession, grant, franchise, license,
agreement, directive, guideline, policy requirement or other governmental restriction or any similar
form of decision of or determination by, or any interpretation or administration of any of the
foregoing by, any Governmental Entity, which is applicable to the Work, the Project, the Site or
any Relocation work being performed by a Utility Owner, whether now or hereafter in effect. The
term "Governmental Rule" excludes "Governmental Approvals."
GP Lane Closure Charges mean the charges owing from DB Contractor to RCTC for certain
Lane Closures of General Purpose Lanes, in Exhibit 19.
grading plane means the basement material surface on which the lowest layer of subbase, base,
pavement, surfacing, or other specified layer is placed.
Guaranteed Obligations has the meaning given in the Guaranty.
Guarantor means each Person providing a Guaranty as described in Section 10.3.
Guaranty means each guaranty executed by a Guarantor guaranteeing some or all of the
obligations of DB Contractor under this Contract.
Hazardous Materials means any element, chemical, compound, mixture, substance, product,
waste or other material, whether solid, liquid or gaseous, which is or becomes defined, listed,
classified, regulated, or addressed in any way under any Environmental Laws, or any other
substances or conditions (including mold and other mycotoxins, fungi or fecal matter) which may
create any unsafe or hazardous condition or pose any threat or harm to the environment or human
health and safety. "Hazardous Materials" includes the following:
(a) Any substance, product, waste or other material of any nature whatsoever which
may give rise to liability under any Environmental Law or common law theory
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based on negligence, trespass, intentional tort, nuisance or strict liability or under
any reported decisions of a state or federal court;
(b) Hazardous Waste, hazardous materials, hazardous substances, hazardous
constituents, and toxic substances, ignitable, corrosive and reactive substances or
related materials, whether solid, liquid or gas, including substances defined as or
included in the definition of "hazardous substance," "hazardous waste,"
"hazardous material," "extremely hazardous waste," "acutely hazardous waste,"
"radioactive waste," "radioactive materials," "bio-hazardous waste," "pollutant,"
"toxic pollutant," "contaminant," "restricted hazardous waste," "infectious waste,"
"toxic substance," "toxic waste," "toxic material," or any other term or expression
intended to define, list or classify substances by reason of properties harmful to
health, safety or the indoor or outdoor environment (including harmful properties
such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Law);
(c) Any petroleum or crude oil and any fraction thereof, including any refined
petroleum product or any additive thereto or fraction thereof, and any waste oil or
waste petroleum byproduct or fraction thereof or additive thereto, but excluding
petroleum and petroleum products contained within regularly operated motor
vehicles;
(d) Any solvent, solvent waste, including any refined solvent product, and any waste
solvent or waste solvent byproduct, including any additive, byproduct or fraction of
any of the foregoing;
(e) Any drilling fluids, produced waters and other wastes associated with the
exploration, development or production of crude oil, natural gas or geothermal
resources;
(f)
(g)
Any flammable substances or explosives, including unexploded ordnance;
Any radioactive materials;
(h) Any asbestos or asbestos -containing materials in structures and or other
improvements on or in the Site (other than mineral asbestos naturally occurring in
the ground);
(i)
(i)
Silica;
Any lead, cadmium, or lead -based paint or any other heavy metal -based paint or
material, or any metal listed in or regulated by the Resource Conservation and
Recovery Act (42 U.S.C. §§ 6901 et seq.);
(k) Any radon or radon gas;
(I) Any methane gas or similar or regulated gaseous materials;
(m) Any urea formaldehyde foam insulation;
(n) Electrical equipment and components which contain any oil or dielectric fluid
containing polychlorinated biphenyls;
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(o) Pesticides, herbicides or fungicides;
(p) Any other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any Governmental Entity or which may or could pose a hazard to
the health and safety of any Persons in the vicinity of the Project or to the
environment; and
(q) Soil, surface water or groundwater containing any of the Hazardous Materials as
defined above.
Hazardous Materials and Waste Management Plan has the meaning given in TP Section 6.4.4,
as updated in accordance with this Contract.
Hazardous Materials Management means sampling, characterization, stock -piling, storage,
backfilling in place, asphalt batching, recycling, treatment, clean-up, remediation, transportation
and/or off -Site disposal of Hazardous Materials, whichever is the most cost-effective approach
authorized under applicable Governmental Rules.
Hazardous Substance Removal Certification has the meaning given in Business and
Professions Code section 7085.7.
Hazardous Waste means material that is hazardous waste as defined in section 25117 of the
California Health and Safety Code pursuant to section 25141 of the California Health and Safety
Code.
Health and Safety Plan has the meaning given in TP Section 22.2.3, as updated in accordance
with this Contract.
highway means the whole right-of-way or area reserved for use in constructing the roadway and
its appurtenances.
HM-1 means Hazardous Material that may require removal and disposal in accordance with
Governmental Rules, whether disturbed by the Project or not.
HM-2 means Hazardous Material that may require removal and disposal in accordance with
Governmental Rules only if disturbed by the Project.
holiday means any holiday shown in the following table:
Holidays
Holiday
Date observed
Every Sunday
Every Sunday
New Year's Day
January 1st
Birthday of Martin Luther King, Jr.
3rd Monday in January
Lincoln's Birthday
February 12th
Washington's Birthday
3rd Monday in February
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Cesar Chavez Day
March 31 st
Memorial Day
Last Monday in May
Independence Day
July 4th
Labor Day
1st Monday in September
Columbus Day
2nd Monday in October
Veterans Day
November 11th
Thanksgiving Day
4th Thursday in November
Day after Thanksgiving Day
Day after Thanksgiving Day
Christmas Day
December 25th
If January 1st, February 12th, March 31 st, July 4th, November 11th, or December 25th falls on a
Sunday, the Monday following is a holiday. If November 11th falls on a Saturday, the preceding
Friday is a holiday.
1-15 Corridor means Interstate 15, generally between the I-15/Cajalco Road interchange and the
I-15/State Route 60 interchange through the cities of Corona, Norco, Eastvale, Jurupa Valley, and
portions of unincorporated Riverside County.
1-15 Express Lane Segments or 1-15 EL Segments means the segments depicted in TP
Attachment 18-3.
1-15 Pavement Rehabilitation Project means the Department project to replace damaged
general purpose lane pavement slabs along 1-15 between Cajalco Road and SR-60, within the
Project ROW described in TP Section 18.4.7.
Improved Landscape Areas has the meaning given in TP Section 20.3.2.1.
Incident Management has the meaning given in TP Section 18.4.1.1.
Incidental Utility Work means all of the following work necessary for construction of the Project,
including any necessary coordination with Utility Owners and property owners or holders of real
property rights, providing design, performing construction, and obtaining and complying with all
required Governmental Approvals:
(a) Protection in Place of Utilities;
(b) All work necessary to abandon in place any utility in accordance with proper
procedures (e.g., flushing, capping, slurry backfill, etc.);
(c) Traffic control for Relocation work, to the extent such responsibility is assigned to
DB Contractor pursuant to TP Section 7;
(d) Resurfacing and re -striping of streets; reconstruction of curbs, gutters and
sidewalks; reinstallation of signage; and reinstallation or replacement of traffic
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signals; to the extent such responsibility is assigned to DB Contractor pursuant to
TP Section 7;
(e) Adjustment of utility appurtenances (e.g., manholes, valve boxes, and vaults) for
line and grade upon completion of roadway work;
(f)
Potholing, electronic detection, surveying and any other methods used to
determine Utility locations and other material information concerning Utilities;
(g) Relocation or Protection in Place of Service Lines; and
(h) Temporary Relocations.
Indemnified Claim has the meaning given in Section 23.1.1.
Indemnified Parties means RCTC, the members of the Commission, the RCTC Representative,
Department, City of Corona, County of Riverside, Orange County Transportation Authority and
each of their respective officers, directors, board members, employees, consultants,
representatives and agents, or each of them as the context requires.
Instructions to Proposers means the RFP Document entitled "Instructions to Proposers" issued
by RCTC on July 10, 2019, as amended.
Instrumentation and Monitoring Program Plan has the meaning given in TP Section
13.3.4.1, as updated in accordance with this Contract.
Intellectual Property means all current and future legal and/or equitable rights and interests in
know-how, patents (including applications), copyrights (including moral rights), trade marks
(registered and unregistered), service marks, trade names, trade dress, trade secrets and trade
secret rights, designs (registered and unregistered) and design rights, utility models, circuit
layouts, plant varieties, business and domain names, inventions, solutions embodied in
technology, and other intellectual activity, and applications of or for any of the foregoing,
subsisting in or relating to the Project, Project design data or Project traffic data. Intellectual
Property includes toll -setting and traffic management algorithms, and software used in connection
with the Project (including software used for management of traffic on the Project), and Source
Code. Intellectual Property is distinguished from physical construction and equipment itself and
from data, sketches, charts, calculations, drawings, plans, depictions, specifications, layouts,
depictions, manuals, electronic files, artwork, correspondence, other Submittals and other
documentation that disclose Intellectual Property.
Intermediate Design Package has the meaning given in TP Section 3.3.1.3.
Invoice means an invoice in the form included in Exhibit 9-A including all documents and
information required by Section 14.2.2(a).
Invoice Certificate means the certificate to be provided with each Invoice in the form included in
Exhibit 9-B.
Job Hazard Analysis has the meaning given in TP Section 22.2.4.
Joint Resolution Team has the meaning given in TP Section 3.2.2.5.
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Key Person or Key Personnel means positions identified in TP Section 2.6.1 or positions
otherwise advised by RCTC to DB Contractor from time to time.
Known or Suspected Hazardous Materials means Hazardous Materials that are known or
reasonably suspected to exist as of the Setting Date from information or analysis contained in or
referenced in the Reference Documents, or Hazardous Materials that would have become known
to DB Contractor by undertaking Reasonable Investigation prior to the Proposal Date. Known or
Suspected Hazardous Materials include Hazardous Materials arising in or from any of the sites
identified in the NEPA Approval and TP Section 6, including TP Section 6.4.4, as having or
potentially having Hazardous Materials.
Labor Compliance Program means a Third Party Labor Compliance Program adopted by RCTC
and approved by DIR.
Labor Surcharge and Equipment Rental Rates means the Department publication that lists
labor surcharge and equipment rental rates.
landscaping means the practice of a landscaping contractor under 16 CA Code of Regs.
§ 832.27.
Lane means any traffic lane including main lanes, ramps, direct connectors, frontage roads and
cross roads.
Lane Closure means a Permitted Lane Closure or an Unpermitted Lane Closure, or both, as the
context requires.
Lane Closure Charges mean GP Lane Closure Charges, 15 EL Closure Charges or 91 EL
Closure Charges, as the context requires.
Lane Requirement Chart means TP Attachment 18-1.
Lane Transaction means a uniquely identified record of activity, including transponder reads,
license plat images, and other event data created as a result of a vehicle traveling through a Read
Point.
Lead Engineering Firm means the single entity or joint venture identified in Exhibit 2 (Contract
Particulars) that is primarily responsible for the design and engineering of the Project.
License Agreement means an agreement under which RCTC agrees to provide access to a DB
Contractor Available Property to DB Contractor generally in the form set out in the Reference
Documents and subject to such other conditions that RCTC may require.
Lien means any pledge, lien, hypothecation, security interest, mortgage, deed of trust or other
charge, encumbrance or restriction on title or property interest of any kind, or any other type of
preferential arrangement (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any lease in the nature of a security instrument and the
filing of or agreement to file any financing statement under the Uniform Commercial Code of any
jurisdiction).
Line of Sight Study has the meaning given in TP Section 19.3.3.
Liquidated Damages has the meaning given in Section 21.7.1.
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Liquidated Damages Events means each of the events described in Sections 21.1, 21.3, 21.4,
21.5 and 21.6 or all of them as the context requires.
Listed Subcontractors means each of the Major Subcontractors and the other Subcontractors
identified in Exhibit 2 (Contract Particulars).
Local Agencies means the County of Riverside, the city of Corona, Orange County
Transportation Authority and any other state or local agency owning property within the Planned
ROW Limits or with jurisdiction over any such property, or that otherwise has interfaces with the
Project, other than RCTC and Department. For purposes of this definition, the State Water
Resources Control Board and California Department of Parks and Recreation shall be considered
to be Local Agencies.
Losses includes any loss, damage (including personal injury, property damage and natural
resource damages), injury, expense, compensation, debt, obligation, charge, liability, cost,
expense (including attorneys' fees, accountants' fees expert witness fees and expenses,
deductibles or increased premiums (including those incurred in connection with the enforcement
of any provision of this Contract)), fee, charge, demand, investigation, proceeding, action, suit,
claim, judgment, penalty, fine or Third Party Claims, actual, prospective or contingent and whether
or not currently ascertainable. Losses include injury to or death of persons, damage or loss of
property, and harm or damage to natural resources.
Main or Trunkline Utility means an underground Utility, which is not a Service Line, and which
relative to the particular system of which it is a part, (a) is a larger line serving as a main line to
connecting tributary lines and (b) serves a larger area, all as determined by RCTC. In determining
whether a facility should be considered a Main or Trunkline Utility, RCTC may refer to definitions
in the relevant manual or code, if any, of the Utility Owner.
Maintenance Work has the meaning given in TP Section 21.4.3.
Maintenance Work Plan means the plan to be provided by DB Contractor and approved by
RCTC and Department as described in TP Section 21.4.2, as updated in accordance with this
Contract.
Major Approval Deadline means the end of the expected time necessary to secure each of the
Major Approvals in TP Section 6.3.5.1.
Major Approvals means:
(a) Amendment to the Streambed Alteration Agreement Fish and Game 1602 Lake
and Streambed Alteration Program as described in TP Section 6.3.5.1;
(b) Amendment to the Water Quality Certification - Section 401 Water Quality
Standards Certification as described in TP Section 6.3.5.1;
(c) Riverside County Flood Control and Water Conservation District (RCFCWCD)
Encroachment as described in TP Section 6.3.5.1; and
(d) The BNSF Construction & Maintenance Agreement as described in TP Section
8.3.2.
Major Approvals Baseline Conditions has the meaning given in TP Section 6.3.5.1.
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Major Subcontract means any Subcontract or combination of Subcontracts with a single
Subcontractor for design or construction of the Project or for special fabrication and installation of
a portion of the Work with a price in excess of $10 million.
Major Subcontractor means:
(a) The Lead Engineering Firm (if not the DB Contractor);
(b) The Structural Design Firm (if not the DB Contractor); and
(c) Any other Subcontractor that is a party to a Major Subcontract.
Major TMP means the plan described in TP Section 18.3.1, as updated in accordance with this
Contract.
material means any product or substance specified for use in the construction of a project.
Materials Report has the meaning given in TP Section 11.3.7.
median means, in the context of road -building, the portion of a divided highway separating the
traveled ways including inside shoulders.
milestone means an event activity that has zero duration and is typically used to represent the
start or end of a certain stage of the project.
mobilization means the preparatory work that must be performed or costs incurred before
starting work on the various items on the job site (Public Contract Code section 10104).
Modified Standard Specifications means the modifications to Sections 1 through 9 of the
Standard Specifications published by the Department, and included as Exhibit 3.
modify means to add to or subtract from an appurtenant part.
Monthly Progress Report has the meaning given in TP Section 2.5.3.
Monthly Progress Schedule has the meaning given in TP Section 4.3.4.
narrative report means, in the context of the Project Schedule, a document submitted with each
schedule that discusses topics related to project progress and scheduling.
near -Critical Path means, in the context of the Project Schedule, the chain of activities with total
float exceeding that of the critical path but having not more than 10 working days of total float.
Necessary Basic Configuration Change means a change in the Basic Configuration which is
necessary to meet the requirements of this Contract as the result of an Error in the Project
Schematics, Geometric Approval Drawings or Planned ROW Limited (as applicable) (with the
understanding that a change shall be deemed "necessary" only if the Error creates a problem in
which DB Contractor is unable to meet the requirements of this Contract without a material change
in the Basic Configuration).
NEPA/CEQA Approval means the 1-15 / SR-91 Express Lanes Connector Project NEPA/CEQA
Revalidation of the State Route 91 Corridor Improvement Project Environmental Impact
Report/Environmental Impact Statement, approved and signed on June 14, 2019].
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Nesting Bird Management Plan has the meaning given in TP Section 6.4.10.3, as updated in
accordance with this Contract.
New Approval means any of the following: (a) a new Governmental Approval of the same type
as the RCTC-Provided Approvals; and (b) a revision, modification, or amendment to one or more
of the RCTC-Provided Approvals.
New Utilities has the meaning given in Section 8.3.1(g).
Nonconformance means any aspect of the Work:
(a) that does not comply with the requirements of this Contract (including any failure
to comply with Proposal Commitments or ATCs); or
(b) is not consistent, or is incompatible with, its age, function, performance, and use
when properly maintained in accordance with Good Industry Practice and the
requirements of this Contract,
excluding any aspect of the Work that constitutes a Deviation that has been approved by RCTC
in accordance with the Contract.
Non -Dig Alert Mapped Utility(ies) means Utilities that are not documented by or recorded with
USA Dig Alert of Southern California.
Non -Standard Special Provision has the meaning given in TP Section 1.4.
Notice has the meaning given in Section 27.11.1.
Notice of Design Change means a Notice issued in accordance with TP Section 3.4.3.
Notice of Termination for Convenience means a Notice issued by RCTC to DB Contractor
terminating all or part of the Work of DB Contractor for convenience as described in
Section 19.1.1.
Notice to Owner means a Notice issued by RCTC to a Utility Owner, instructing the Utility Owner
to commence (a) preliminary planning of a Relocation, (b) final design of a Relocation, or (c)
construction of a Relocation. Notices to Owner include FD Notices to Owner and Construction
Notices to Owner.
NTP1 means a Notice issued by RCTC to DB Contractor authorizing DB Contractor to proceed
with the NTP1 Work.
NTP1 Mobilization Work has the meaning given TP Section 1.1.3.
NTP1 Payment Bond has the meaning given in Section 10.1.2(a).
NTP1 Payment Bond Amount has the meaning given in Section 10.1.2(a).
NTP1 Performance Bond has the meaning given in Section 10.1.1(a).
NTP1 Performance Bond Amount has the meaning given in Section 10.1.1(a).
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NTP1 Submittals means the NTP1 Submittals listed in items 1-16 of Table 1-2 of TP Section
1 1.3.
NTP1 Work has the meaning given in TP Section 1.1.3.
NTP2 means a Notice issued by RCTC to DB Contractor authorizing DB Contractor to proceed
with the NTP2 Work.
NTP2 Payment Bond means the rider included in Exhibit 8-B effecting an increase in the amount
of the NTP1 Payment Bond to the NTP2 Payment Bond Amount or the new payment bond
provided by DB Contractor in accordance with Section 10.1.2(b)(ii), as applicable.
NTP2 Payment Bond Amount has the meaning given in Section 10.1.2(b).
NTP2 Performance Bond means the rider included in Exhibit 8-A effecting an increase in the
amount of the NTP1 Performance Bond to the NTP2 Performance Bond Amount or the new
performance bond provided by DB Contractor in accordance with Section 10.1.1(b)(ii), as
applicable.
NTP2 Performance Bond Amount has the meaning given in Section 10.1.1(b).
NTP2 Work means the Project excluding the NTP1 Work.
obliterate means to place an earth cover over or root, plow, pulverize, or scarify.
OCTA Agreement means the reimbursement agreement between RCTC and OCTA identified in
Recital D to this Contract.
OCTA-Related Work means Lane Closures of 91 OCTA Express Lanes and associated work.
Open Book Basis means providing RCTC all underlying assumptions, price quotes and data
associated with pricing or compensation (whether of DB Contractor or RCTC) or adjustments
thereto, including assumptions as to costs of the Work, schedule, composition of equipment
spreads, equipment rates, labor rates, productivity, estimating factors, design and productivity
allowance, contingency and indirect costs, risk pricing, discount rates, interest rates, and other
items reasonably required by RCTC to satisfy itself as to the reasonableness of the amount.
Other RCTC Contractor means any contractor or consultant, except any DB-Related Entity, that
RCTC contracts to perform other or additional work on or near the Site or in connection with the
Project including TSP, the 91 Express Lanes Operator and the ELP DB Contractor, but excluding
BNSF and the Pavement Contractor.
Package means each of Package 1, Package 2 or Package 3 or all of them as the context
requires.
Package 1 means toll infrastructure related work exclusive of the Toll Gantries as described in
TP Section 19.3.
Package 1 Turnover means the stage in the Work where DB Contractor has completed design,
construction, and inspection of the following elements not required for the Toll Gantries:
(a) Infrastructure for CCTV, including poles, pads, conduit, power, and
communication;
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(b) Infrastructure for TTMS, including poles, pads, conduit, power and communication;
(c) Communications from Package 1 to the ROC;
(d) Power to all of the infrastructure within Package 1 and other TCS equipment
locations applicable to Package 1;
(e) Successful completion of a load verification and automatic transfer switch test for
each emergency generator meeting the requirements as set forth by the
manufacturer and in this Contract;
(f)
(g)
Successful completion of testing of the lightning protection and grounding systems
to certify compliance with requirements in the NFPA-70, National Electric Code:
NFPA-780, Lightening Protection Code, and UL-96A, Installation Requirements for
Master Labeled Lightning Protection Systems; and
All other requirements set out in TP Section 3.4.5 for Package 1 Turnover.
Package 1 Turnover Deadline means 120 days prior to the Substantial Completion Deadline,
as such deadline may be extended under this Contract.
Package 2 means the work necessary to complete the westbound SR-91 and eastbound SR-91
Toll Gantries and the area needed to test these Toll Gantries as described in TP Section 19.3.
Package 2 Turnover means, the stage in the Work where DB Contractor has completed design,
construction, and inspection of the following elements:
(a) Infrastructure for the eastbound and westbound SR-91 Toll Gantries, including
gantry, pads, conduits, cabinets, power and communication to support AVI, LPR,
beacons, and all ETC components;
(b) Infrastructure for CCTV, CMS, and Traffic Monitoring Station, including poles,
pads, conduit, power, and communication within the Toll Gantries;
(c) Communications from Package 2 to the ROC;
(d) Power to all of the infrastructure within Package 2 and other TCS equipment
locations applicable to the Toll Gantries;
(e) Successful completion of a load verification and automatic transfer switch test for
each emergency generator meeting the requirements as set forth by the
manufacturer and in this Contract;
(f)
(g)
Successful completion of testing of the lightning protection and grounding systems
to certify compliance with requirements in the NFPA-70, National Electric Code:
NFPA-780, Lightening Protection Code, and UL-96A, Installation Requirements for
Master Labeled Lightning Protection Systems;
DB Contractor has measured MRI separately for each 0.10-mile segment of
pavement for 1,500 feet on either side of each toll read point, and provided such
MRI measurements and supporting data to RCTC; with respect to new pavement:
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(i) Subject to clause (ii) below, each 0.10-mile segment meets the
requirements of TP Section 11.4 and the Department Standard
Specification; and
(ii) If any 0.10-mile segment fails to meet the requirements of TP Section 11.4
(1) RCTC has applied a Pavement Adjustment, and (2) no 0.10-mile
segment exceeds an MRI measurement of 85.0; and
(h) All other requirements set out in TP Section 3.4.5.
Package 2 Turnover Deadline means 90 days prior to the Substantial Completion Deadline, as
such deadline may be extended under this Contract.
Package 3 means the work necessary to complete the north 1-15 Toll Gantry and the area needed
to test this Toll Gantry as described in TP Section 19.3.
Package 3 Turnover means, the stage in the Work where DB Contractor has completed design,
construction, and inspection of the following elements:
(a) Infrastructure for the north 1-15 Toll Gantry, including gantry, pads, conduits,
cabinets, power and communication to support AVI, LPR, beacons, and all ETC
components;
(b) Infrastructure for CCTV, CMS, and Traffic Monitoring Station, including poles,
pads, conduit, power, and communication within the Toll Gantries;
(c) Communications from Package 3 to the ROC;
(d) Power to all of the infrastructure within Package 3 and other TCS equipment
locations applicable to the Toll Gantries;
(e) Successful completion of a load verification and automatic transfer switch test for
each emergency generator meeting the requirements as set forth by the
manufacturer and in this Contract;
(f)
(g)
Successful completion of testing of the lightning protection and grounding systems
to certify compliance with requirements in the NFPA-70, National Electric Code:
NFPA-780, Lightening Protection Code, and UL-96A, Installation Requirements for
Master Labeled Lightning Protection Systems;
DB Contractor has measured MRI separately for each 0.10-mile segment of
pavement for 1,500 feet on either side of each toll read point, and provided such
MRI measurements and supporting data to RCTC; with respect to new pavement:
(i) Subject to clause (ii) below, each 0.10-mile segment meets the
requirements of TP Section 11.4 and the Department Standard
Specification; and
(ii) If any 0.10-mile segment fails to meet the requirements of TP Section 11.4
(1) RCTC has applied a Pavement Adjustment, and (2) no 0.10-mile
segment exceeds an MRI measurement of 85.0; and
(h) All other requirements set out in TP Section 3.4.5.
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Package 3 Turnover Deadline means 60 days prior to the Substantial Completion Deadline, as
such deadline may be extended under this Contract.
Package Turnover means each of Package 1 Turnover, Package 2 Turnover and Package 3
Turnover, or all of them, as the context requires.
Package Turnover Deadline means each of the Package 1 Turnover Deadline, Package 2
Turnover Deadline or the Package 3 Turnover Deadline, or both of them, as the context requires.
Paleontological Mitigation Plan means the plan described in TP Section 6.4.3.1, as updated in
accordance with this Contract.
participant has the meaning given in Attachment 2 to Exhibit 14.
Party means DB Contractor or RCTC, as the context may require, and "Parties" means DB
Contractor and RCTC, collectively.
Pavement means the uppermost layer of material placed on a traveled way or shoulder.
Pavement Adjustment has the meaning given in Section 21.6.2.
Pavement Contractor ROW means that portion of the Existing Department ROW on CADD layer
"Pavement Contractor ROW" within TP Attachment 9-2.
Payment Bond means the NTP1 Payment Bond and the NTP2 Payment Bond, or either of them
as the context requires.
Performance Bond means the NTP1 Performance Bond and the NTP2 Performance Bond, or
either of them as the context requires.
Permit Submittal Package has the meaning given in TP Section 6.3.5.1.
Permitted 15 EL Closure means a Permitted Lane Closure of a 15 Express Lane during the
time frames specified for the applicable segment and direction in Exhibit 20 — Chart 20-1 or Exhibit
20 — Chart 20-2, as the context requires.
Permitted 91 OCTA EL Closure means a Permitted Lane Closure of a 91 OCTA Express Lane
at the locations and during the time frames specified for the applicable segment and direction in
Exhibit 21 — Chart 21-4.
Permitted 91 OCTA EL Closure means a Permitted Lane Closure of a 91 OCTA Express Lane
ELC during the time frames specified for the applicable segment and direction in Exhibit 21 —
Chart 21-4.
Permitted 91 RCTC Eastbound EL Closure means a Permitted Lane Closure of an eastbound
91 OCTA Express Lane during the time frames specified for the applicable segment and direction
in Exhibit 21 — Chart 21-2.
Permitted 91 RCTC EL Closure means a Permitted Lane Closure of a 91 RCTC Westbound
Express Lane or 91 RCTC Eastbound Express Lane at the locations and during the time frames
specified for the applicable segment and direction in Exhibit 21 — Chart 21-1 and Chart 21-2 (as
the context required).
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Permitted 91 RCTC Westbound EL Closure means a Permitted Lane Closure of a westbound
91 OCTA Express Lane during the time frames specified for the applicable segment and direction
in Exhibit 21 — Chart 21-1.
Permitted ELC Lane Closure means a Permitted Lane Closure of an Express Lane on either
connector of the ELC during the time frames specified for the applicable segment and direction in
Exhibit 22 — Chart 22-1
Permitted GP Lane Closure means a Permitted Lane Closure of a General Purpose Lane at the
locations and during the time frames specified for the applicable segment and direction in TP
Attachment 18-1.
Permitted Lane Closure means such cases where DB Contactor (a) fully or partially closes a
General Purpose Lane or Express Lane to facilitate construction of the Project, or (b) fully or
partially blocks ingress to or egress from a General Purpose Lane or Express Lane to facilitate
construction of the Project, and where, in the case of either clause (a) or &, (i) RCTC or OCTA
(as applicable) approves the closure or blockage in advance and in accordance with TP Sections
18.3.3.1, 18.3.3.2, 18.3.3.3, 18.3.3.4 and 18.3.3.1.2, and (ii) DB Contractor otherwise complies
with the provisions of the Contract applicable to Lane Closures.
Person means any individual, corporation, joint venture, company, voluntary association,
partnership, trust, unincorporated organization or Governmental Entity.
Planned ROW Limits means (a) Existing Department ROW, (b) permanent easements within
BNSF property that RCTC intends to acquire and make available for the Project as shown in TP
Attachment 9-2, and (c) any other real property that RCTC acquires in connection with an RCTC-
Directed Change or Necessary Basic Configuration Change.
plans means standard plans, Revised Standard Plans, and project plans as follows:
(a) standard plans means drawings standard to Department construction projects.
(b) Revised Standard Plans means new or revised standard plans.
(c) project plans means drawings specific to the project, including authorized shop
drawings.
Plant Establishment Period means the three-year period described in TP Section 20.4.5.2.
Plant Establishment Work means the work described in TP Section 20.4.5.
Post Award Baseline Schedule has meaning given in TP Section 4.3.2.
Preliminary Baseline Schedule means the Project Schedule included in Exhibit 4 (Preliminary
Baseline Schedule).
Preliminary Utility Matrix means the list of existing Utilities identified within the Planned ROW
Limits, which list will be maintained and updated by DB Contractor in DB Contractor's Utility
Conflict Matrix pursuant to TP Section 7. The Preliminary Utility Matrix is included in the
Reference Documents.
Progress Meeting means the regular meetings described in Section 7.4.5.
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Progress Report has the meaning given in TP Section 2.5.3.
Project has the meaning given in the Recitals to this Contract.
Project and Construction Manager or PCM means Parsons Transportation Group or such other
Person as may be designated by RCTC at any time as its Project and Construction Manager.
Project Completion means the stage of the Work when DB Contractor has satisfied the following
requirements:
(a) All requirements for Substantial Completion have been satisfied;
(b) All design and construction Work is complete, including correction of all
Nonconformances, completion of Punch List items and Department Safety Review
Committee review items;
(c) DB Contractor has provided RCTC an updated certification from DB Contractor's
Construction Quality Validation Manager, in form and substance satisfactory to
RCTC, certifying conformity of the construction to the Design Documents in
accordance with TP Section 19.2.2 and TP Attachment 19-2;
(d) All conditions to acceptance by Local Agencies, BNSF and Utility Owners have
been satisfied;
(e) All of DB Contractor's and Subcontractors' personnel, supplies, equipment, waste
materials, rubbish and temporary facilities has been removed from the Site, DB
Contractor has rebuilt, repaired or replaced all damage or injury arising from such
removal to the satisfaction of RCTC, and the Site shall be in good working order
and condition; and
(f)
All other conditions to Project Completion in this Contract have been satisfied.
Project Completion Date means the date on which Project Completion occurs.
Project Completion Deadline means 90 days after the Substantial Completion Date, as such
deadline may be extended under this Contract.
Project Management Plan means the Submittal approved by RCTC, describing Quality
Validation and Quality Control activities necessary to manage the development, design and
construction of the Project, as updated in accordance with this Contract. The Project
Management Plan includes each of the RCTC-approved component parts, plans and
documentation described in TP Section 2.1 and TP Attachment 2-1.
Project Manager has the meaning given in TP Section 2.6.1.1.
Project ROW means the property within the Planned ROW Limits, Available Properties and the
Additional Properties, excluding (a) any Utility Easements and (b) any portion of the Planned
ROW Limits eliminated from the Project by a Change Order. The boundaries of the Project ROW
will be as shown in the ROW Requirement Maps.
Project Schedule means the most current version of the Preliminary Baseline Schedule, Post
Award Baseline Schedule, or Baseline Schedule approved by RCTC, as applicable under Section
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6.2.1, in accordance with this Contract as described in TP Section 4 and applicable to the Work
as set out in Sections 6.2.1(a) through 6.2.1(c).
Project Scheduler has the meaning given in TP Section 2.6.2.3.
Project Schematics means the documents entitled "Project Schematics" included in the
Reference Documents
Project Standards means those standards discussed in TP Section 1.3 and listed in TP
Attachment 1-2, together with any additional standards and specifications applicable to the Work
and established by express reference contained in one of the documents listed in TP
Attachment 1-2, or this Contract.
Project Standards Setting Date means May 9, 2019.
Proposal means the original written offer of DB Contractor submitted in response to the Request
for Proposals, as modified and supplemented with RCTC's approval prior to the Effective Date.
Proposal Commitments means the commitments in Exhibit 13-A (Proposal Commitments).
Proposal Date means November 20, 2019.
Proposed Disposition means, for each Utility, the determination (which may be preliminary or
final, as the context may require) as to whether such facility will require any of the following:
(a) removal, (b) abandonment, (c) Protection in Place, (d) Relocation, (e) is a proposed new
Utility, or (f) will not be impacted by the Project in any significant way (i.e., "no impact").
Proposer Questionnaire means Form C to the ITP.
Proprietary Intellectual Property means Intellectual Property created, used, applied or reduced
to practice in connection with the Project or the Work that derives commercial value from its
protection as a trade secret under applicable Governmental Rules or from its protection under
patent law.
Protection in Place or Protect in Place means any activity undertaken to avoid damaging a
Utility which does not involve removing or relocating that Utility, including staking the location of
a Utility, avoidance of a Utility's location by construction equipment, installing steel plating or
concrete slabs, encasement in concrete, temporarily de -energizing power lines, and installing
physical barriers. For example, temporarily lifting power lines without cutting them would be
considered Protection in Place; whereas temporarily moving power lines to another location after
cutting them would be considered a Temporary Relocation. The term Protection in Place includes
both temporary measures and permanent installations meeting the foregoing definition.
Public Outreach Plan has the meaning given in TP Section 2.4.3, as updated in accordance with
this Contract.
Public Outreach Specialist has the meaning given in TP Section 2.6.2.5.
Public Records Act has the meaning given in Section 26.8.1.
Punch List means the list of Work that remains to be completed (a) as a condition to achieving
completion of each Package Turnover, or (b), after achievement of Substantial Completion or as
a condition of Project Completion or Final Acceptance, as applicable, and shall be limited to minor
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incidental items of Work necessary to correct imperfections which by virtue of not being
completed, will not, individually or collectively, have any adverse effect on the safety, use or
operability of the Project. Work required to comply with all applicable Governmental Rules or
Governmental Approvals is not "Punch List Work."
quality characteristic means a characteristic of a material that is measured to determine
conformance with a given requirement.
Quality Control means those functions that provide a means to control and measure
characteristics, as related to established system design requirements. It shall also mean the
techniques and activities that sustain the quality of an item to satisfy given needs; also the use of
such techniques and activities. Quality Control is a production tool.
quality control plan means a contractor's Quality Management Plan.
Quality Management Plan means, collectively, the Design Quality Management Plan and the
Construction Quality Management Plan included in the Project Management Plan and more fully
described in TP Section 5, as updated in accordance with this Contract.
Quality Manager has the meaning given in TP Section 2.6.1.6.
Quality Program has the meaning given in TP Section 5.
Quality Validation means all those planned and systematic actions necessary to provide
adequate confidence that an item of Work is in conformance with established requirements and
will satisfy given needs. The activity of providing the evidence needed to establish confidence
that quality functions are being performed adequately. Quality Validation is a management tool.
Railroad Coordinator has the meaning given in TP Section 2.6.1.10.
Railroad Flagging Plan has the meaning given in TP Section 8.4.2, as updated in accordance
with this Contract.
Railroad Submittal Package has the meaning given in TP Section 8.3.1.
RCTC has the meaning given in the Preamble to this Contract.
RCTC-Caused Deli means each of the following events:
(a) RCTC-Directed Changes;
(b) Subject to complying with Section 8.1.2(j), failure or inability of RCTC to make
RCTC-Provided Property available as provided in Section 8.1.2;
(c) Failure or inability of RCTC or Department to provide responses to proposed
schedules, plans, Design Documents, Construction Documents, and other
Submittals and matters for which affirmative response by RCTC or Departments is
required, within the time periods indicated in this Contract; provided, however, that
the foregoing shall apply only if the standard under the Contract for RCTC or
Department approval is reasonableness;
(d) Necessary Basic Configuration Changes to the extent permitted by Section 16.11;
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(e) Any order of RCTC to suspend for convenience exceeding 48 hours per order or
more than a total of 96 hours for all such orders to suspend for convenience
pursuant to Section 18.1.1;
(f) Work stoppages under Section 16.15(e) following a discovery of Hazardous
Materials (i) only to the extent the delay is caused by RCTC not permitting DB
Contractor to resume Work in the affected area within three Business Days of the
Work stoppage and (ii) such Work stoppage is not attributable to an RCTC-Caused
Delay arising under Section 16.15(g); and
(g) The failure or inability of Department to:
(i)
Provide design and construction oversight, materials inspection and
material and engineering testing services within the time period specified
in this Contract;
(ii) Conduct investigation and perform Hazardous Materials Management of
HM-1 discovered within the Existing Department ROW or delegate such
responsibility to RCTC, within the time periods specified in Section 8.9.3;
and
(iii) Notify RCTC of its intent to delegate the Hazardous Materials Management
by the expiration of the investigation period specified in Section 8.9.3(b)
where DB Contractor is directed by RCTC to undertake the Hazardous
Materials Management within the time periods specified in Section 8.9.3.
RCTC Decision means a written decision issued by RCTC pursuant to Section 24.2.3.
RCTC-Directed Changes means:
(a) Any Change which RCTC has directed DB Contractor to perform as described in
Section 16.1 (including Section 16.14(a));
(b) Any Change in the Work to be performed by DB Contractor as a result of material
modifications contained in the final BNSF Construction & Maintenance
Agreement(s) from the requirements of TP Section 8 and TP Attachment 8-1 that
(a) have a material adverse impact on DB Contractor's obligations under this
Contract, and (b) were not caused by modifications to the Project Schematics that
were initiated by DB Contractor or result from the design solutions provided by or
construction means, methods and techniques employed by DB Contractor; and
(c) Subject to Section 8.10.1, any Change in the Work to be performed by DB
Contractor as a result of material modifications contained in any final RCTC-
Provided Approval not obtained as of the Setting Date which will (a) have a material
adverse impact on DB Contractor's obligations under this Contract, and (b) were
not caused by modifications to the Project Schematics that were initiated by DB
Contractor or result from the design solutions provided by or construction means,
methods and techniques employed by DB Contractor; and
(d) A Direction by RCTC requiring DB Contractor to comply with commitments
contained in re-evaluations, re -validations, and modifications of Environmental
Approvals submitted after the Setting Date that have a material adverse impact on
DB Contractor's obligations under this Contract to the extent such re-evaluations,
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re -validations, and modifications are directly due to a Necessary Basic
Configuration Change pursuant to Section 16.
RCTC-Initiated VECP has the meaning given in Section 17.1.2.
RCTC Office Space means the RCTC office space within the Co -Located Office as described in
TP Section 2.2.
RCTC-Provided Approvals means the following Governmental Approvals: Final Initial Site
Assessment Addendum, dated September 5, 2018;
(a) Scenic Resource Evaluation and Visual Impact Assessment Addendum of State
Route 91 Corridor Improvement Project, dated August 31, 2018;
(b) NEPA/CEQA Approval; and
(c) Department's approval of the RCTC NEPA/CEQA Re -Validations, which has been
obtained as of August 8, 2018.
RCTC-Provided Property means the Planned ROW Limits plus; (a) all TCEs RCTC intends to
acquire for the Project as shown on the "Temporary Construction Easement" layer in TP
Attachment 9-2.
Read Point means a location where the TCS detects vehicles, reads transponders, and captures
images in order to create Lane Transactions.
reasonable accuracy has the meaning given in Section 16.12.2.
Reasonable Investigation means the following activities by appropriate, qualified professionals
prior to the Proposal Date:
(a) Visit and visual, non -intrusive inspection of the Site and adjacent locations
including inspection to identify the presence of other facilities, such as barriers,
railing, structures, manholes, or identifying markers, except areas to which access
rights have not been made available by the Setting Date;
(b) Review and analysis of all Reference Documents and online map tools;
(c) Review and analysis of RCTC-Provided Approvals available prior to the Setting
Date;
(d) Reasonable inquiry with Utility Owners, including request for and review of Utility
Plans provided by Utility Owners;
(e) Review and analysis of material Governmental Rules applicable to the Project or
the Work as of the Setting Date; and
(f)
Other activities sufficient to familiarize DB Contractor with surface and subsurface
conditions, including the presence of Utilities, Hazardous Materials, archeological,
biological, paleontological and cultural resources, and threatened or endangered
species, affecting the Site or surrounding locations;
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except that none of the foregoing activities includes conducting field studies, geotechnical
investigations, or original research of private records not contained or referenced in the Reference
Documents or Technical Provisions.
Recommendation has the meaning given in Section 24.4.4.
reconstruct means to remove and disassemble and construct again at an existing or new
location.
Record of Survey has the meaning given in TP Section 17.4.4.
Recovery Schedule means a schedule that demonstrates DB Contractor's proposed plan to
regain lost schedule progress and achieve the Completion Milestone by the applicable
Completion Deadline and which complies with the requirements of TP Section 4.3.6.
Reference Documents means the documents and information contained in Volume III of the
RFP.
Registered Professional Engineer means a person who is duly licensed and registered by the
California Board of Professional Engineers to engage in the practice of engineering in the State.
Regulations has the meaning given in Section 24.6.3.
Release for Construction means, for any element of the Project's design, the designation
indicating that the element may be constructed as shown in the corresponding RCTC-approved
Release for Construction Package.
Release for Construction Package has the meaning given in TP Section 3.3.1.5.
Release of Hazardous Materials means any spill, leak, emission, release, discharge, injection,
escape, leaching, dumping or disposal of Hazardous Materials into the soil, air, water,
groundwater or environment, including any exacerbation of an existing release or condition of
Hazardous Materials contamination.
Relevant Event has the meaning given in Section 15.1.1.
Relevant Event Notice has the meaning given in Section 15.4.1.
Relocate means action to undertake a Relocation. In its lowercase spelling to "relocate" means
to remove and install or place in a new location.
Relocated Utility means a Utility facility for which a Relocation has occurred.
Relocation means each removal, relocation, adjustment, reconstruction, abandonment,
Temporary Relocation, and provision of temporary services of any existing Utility facility that is
necessary in order to accommodate or permit construction of the Project, including backfilling,
pavement restoration and any other work described in TP Section 7.
remove means to remove and dispose of.
Representative has the meaning given in Section 27.5.1.
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Request for Change Order means a written request initiated by DB Contractor substantially in
the form of Exhibit 18.
Request for Proposals means the Request for Proposals regarding the Project issued by RCTC
on July 10, 2019, including all addenda thereto, and all attachments thereto.
Retainage has the meaning given in Section 14.3.1(a).
Revenue Service Commencement Date means the date after or coincident with Substantial
Completion upon which the Toll Facilities commence revenue service.
RFP Documents means the documents issued as part of the RFP, including all addenda.
roadbed means the roadway portion extending from the curb line to curb line or the shoulder line
to shoulder line. A divided highway has two roadbeds.
roadside an area between the outside shoulder edge and the right-of-way limits.
roadway the portion of a highway within the outside lines of curbs, sidewalks, slopes, ditches,
channels, or waterways. A roadway includes the structures and features necessary for safety,
protection of facilities, and drainage.
ROD means a record of decision issued by Department with respect to the Project based on,
among other things, the RCTC NEPA/CEQA Re -Validation.
ROW Commitment Dates has the meaning given in TP Attachment 9.4.1.
ROW Requirements Maps mean the maps DB Contractor prepares to show the parcels
comprising the final Project ROW based on the Project's final design, as further described in TP
Section 9.3.1.
Safety Manager has the meaning given in TP Section 22.2.2.
scheduled completion date means the planned work completion date shown on the current
schedule.
Security Plan has the meaning given in TP Section 22.2.3.4, as updated in accordance with this
Contract.
Senior Project Engineer has the meaning given in TP Section 2.6.2.11.
Service Line (also referred to as a service lateral or lateral) means (a) any Utility line, the function
of which is to directly connect the improvements on an individual property (e.g., a single family
residence or an industrial warehouse) to another Utility line located off such property, which other
Utility line connects more than one such individual line to a larger system, and (b) any cable or
Conduit that supplies an active feed from a Utility Owner's facilities to activate or energize a Local
Agency's lighting and electrical systems, traffic signal systems, traffic control systems, copper or
fiber communication systems or irrigation systems. The term also includes any Utility on public
or private property that services structures located on such property.
Segment means the 1-15 Express Lanes Segments depicted in TP Attachment 18-3.
Setting Date means the date which is 60 days before the Proposal Date.
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shoulder means the Roadway portion contiguous with the traveled way for accommodation of a
stopped vehicle, emergency use, and lateral support of base and surface courses.
Site means those areas designated in writing by RCTC for performance of the Work and such
additional areas as may, from time to time, be designated in writing by RCTC for DB Contractor's
use in performance of the Work. For purposes of insurance (subject to any notification and other
requirements imposed by the insurer(s) for approval), indemnification, safety and security
requirements, the prevailing wage requirements, and payment for use of equipment, the term
"Site" shall also include (a) the field office sites, (b) any property used for bonded storage of
material for the Project approved by RCTC under Section 14.3.4, (c) staging areas dedicated to
the Project, and (d) areas where activities incidental to the Project are being performed by DB
Contractor or Subcontractors covered by the worker's compensation policy included in the
insurance described in Section 11 but excluding any permanent locations of DB Contractor or
such covered Subcontractors.
Site Specific Instrumentation and Monitoring Plan has the meaning given in TP
Section 13.3.4.2, as updated in accordance with this Contract.
small tool means a tool or piece of equipment not listed in Labor Surcharge and Equipment
Rental Rates that has a replacement value of $500 or less.
Sound Wall Design Report has the meaning given in TP Section 6.4.8.2.
Source Code or Source Code Documentation means software written in programming
languages, such as C and Fortran, including all comments and procedural code, such as job
control language statements, in a form intelligible to trained programmers and capable of being
translated into object or machine readable code for operation on computer equipment through
assembly or compiling, and accompanied by documentation, including flow charts, schematics,
statements of principles of operations, architectural standards, and commentary, explanations
and instructions for compiling, describing the data flows, data structures, and control logic of the
software in sufficient detail to enable a trained programmer through study of such documentation
to maintain and/or modify the software without undue experimentation. Source Code and Source
Code Documentation also include all modifications, additions, substitutions, updates, upgrades
and corrections made to the foregoing items.
South Flyover Connector means, collectively, the existing north to west Express Lanes
connector and the existing east to south Express Lanes connector, in each case between 1-15
and SR-91.
Special Design has the meaning given in TP Section 1.4.1.
SR-91 Ultimate Exhibit has the meaning given in TP Section 10.2.2
State means the State of California, including its agencies, departments or divisions whose
conduct or action is related to the work.
State Arbitration Act has the meaning given in Section 24.6.3.
Statement of Qualifications means the Statement of Qualifications submitted by Proposer in
response to RCTC's Request for Qualifications 11-31-031-00.
Stipulated Damages has the meaning given in Exhibit 20 (15 EL Closure Charges), Exhibit 21
(91 EL Closure Charges) or Exhibit 22 (ELC Lane Closure Charges) (as applicable).
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Structural Design Firm means the single entity or joint venture identified in Exhibit 2 (Contract
Particulars) that is primarily responsible for the structural design of the Project.
Structure Design means the Offices of Structure Design of the Department of Transportation.
Structures Design Manager has the meaning given in TP Section 2.6.1.4.
subbase means the layer of material between a base and the basement material.
Subcontract means an agreement between DB Contractor and one or more third parties
providing for such third party to perform any part of the Work or provide any materials, equipment,
labor or supplies for any part of the Work, or any such agreement between a Subcontractor and
its lower tier Subcontractor or a Supplier and its lower tier Supplier, at any tier.
Subcontractor means any Person with whom DB Contractor has entered into any Subcontract
and any other Person with whom any Subcontractor has further subcontracted any part of the
Work, at any tier.
subgrade means the roadbed portion on which pavement, surfacing, base, subbase, or a layer
of any other material is placed.
Submittal means any document, work product, or other written or electronic end product or item
required under this Contract to be prepared by DB Contractor and delivered or submitted or
resubmitted to RCTC.
Submittal Schedule has the meaning given in TP Section 3.2.2.6.
Substantial Completion means the stage in the Work when the following requirements have
been satisfied by DB Contractor:
(a) All major safety features are installed and functional, such major safety features to
include shoulders, guard rails, striping and delineations, concrete traffic barriers,
bridge railings, cable safety systems, metal beam guard fences, safety end
treatments, terminal anchor sections, crash attenuators and any other items
specified in TP Section 22.2.3;
(b) All required illumination is installed and functional;
(c) All required signs and signals are installed and functional;
(d) The need for temporary traffic controls or for lane closures at any time has ceased
(except for any required for routine maintenance, and except for temporary lane
closures during hours of low traffic volume in accordance with and as permitted by
the Transportation Management Plan solely in order to complete Punch List items);
(e) All lanes of traffic (including ramps, interchanges, overpasses, underpasses, other
crossings and frontage roads) given in the Design Documents are in their final
configuration and available for public use;
(f)
The required TMS systems (excluding elements to be installed by TSP) are
installed and functional in accordance with TP Section 16.4.2;
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(g)
Whether DB Contractor has completed the Work in accordance with this Contract
and Design Documents, including the construction of noise/sound walls, such that
the Project (excluding elements of the Project that are to be installed by TSP) is in
a condition that it can be used for normal and safe vehicular travel in all lanes and
at all points of entry and exit, subject only to Punch List items and other items of
work that do not affect the ability to safely open the Project for such normal use
and operation by the traveling public and for normal tolling operation for the Toll
Facilities;
(h) The Parties shall disregard the status of the vegetative ground cover landscaping
and aesthetic features, except noise/sound walls, included in the Released for
Construction Documents in determining whether Substantial Completion has
occurred, except to the extent that its later completion will affect public safety or
satisfaction of the criteria in clause (d) of this definition;
(i)
G)
All Package Turnovers have occurred;
All noise/sound walls are installed and functional in accordance with TP Section
20.3.5; and
(k) DB Contractor has completed all Work which this Contract states is a condition
precedent to Substantial Completion; provided that, Substantial Completion shall
not be deemed to have occurred until (x) the earlier of DB Contractor's completion
of its Work for the relevant Package and acceptance of such Work by RCTC and
(y) each of the following having occurred:
(i)
With respect to Package 1, 120 days after RCTC's determination that DB
Contractor has achieved Package 1 Turnover;
(ii) With respect to Package 2, 90 days after RCTC's determination that DB
Contractor has achieved Package 2 Turnover; and
(iii) With respect to Package 3, 60 days after RCTC's determination that DB
Contractor has achieved Package 2 Turnover.
Substantial Completion Deadline means the date that is 1150 days after the effective date of
NTP1 as such date may be extended under this Contract.
substructure means bridge parts below the bridge seats, pier tops, and haunches for rigid -
framed bridges or spring lines for arched bridges; "substructure" includes abutment backwalls,
abutment parapets, and wingwalls.
superstructure means Bridge parts except the substructure.
Supplier means any Subcontractor that supplies machinery, equipment, materials or systems to
DB Contractor or any Subcontractor in connection with the performance of the Work and that
does not perform Work at the Site. Persons who merely transport, pick up, deliver or carry
materials, personnel, parts or equipment or any other items or persons to or from the Site shall
not be deemed to be performing Work at the Site. The term "Supplier" includes fabricators and
material dealers.
Surety means each properly licensed surety company, insurance company or other Person
approved by the California State Insurance Commissioner to do business in the State and
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approved by RCTC, which has issued the Payment Bond or the Performance Bond in accordance
with this Contract.
surfacing means the uppermost layer of material placed on a traveled way or shoulders;
pavement.
suspended has the meaning given in Attachment 2 to Exhibit 14.
Sustainability Management Plan means the plan described in TP Section 6.4.13, as updated in
accordance with this Contract.
Take means, in the context of Environmental Approvals and environmental Governmental Rules,
to harass, harm, pursue, hunt, shoot, wound, kill, trap, capture, or collect, or to attempt to engage
in any such conduct.
TCS Infrastructure has the meaning given in TP Section 19.3.1.
Technical Provisions means the part of the Contract identified as Technical Provisions.
Temporary Construction Easement means those work areas identified as TCE in TP
Attachment 9-1 (ROW Availability) and any TCE acquired as Additional Property in accordance
with Section 8.1.3.
Temporary Relocation means (a) any interim relocation of a Utility (i.e. the installation, removal
and disposal of the interim facility) pending installation of the permanent facility in the same or a
new location, and (b) any removal and reinstallation of a Utility in the same location with or without
an interim relocation.
Termination Date means the date of termination specified in the Notice for Termination for
Convenience or Termination for Default Notice (as applicable).
Termination for Convenience means a termination of the Contract, in whole or in part, pursuant
to Section 19.1.
Termination for Convenience Amount has the meaning given in Section 19.5.
Third Party Claims means any and all claims, disputes, disagreements, causes of action,
demands, suits, actions, judgments, investigations or proceedings brought by a Person that is not
a Party with respect to damages, injuries, liabilities, obligations, losses, costs, penalties, fines or
expenses (including attorneys', accountants' and expert witnesses' fees and expenses) sustained
or incurred by such Person.
Time and Materials Change Order has the meaning given in Section 16.10.
Time and Materials Work means Work performed pursuant to a Time and Materials Change
Order.
TMS Inventory has the meaning given in TP Section 16.2.2.
Toll Facilities means the tolled EL facilities located on the existing State highway system and
identified in the Project Schematics.
Toll Gantry(ies) has the meaning given in TP Section 19.3.5.
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Exhibit 1
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Toll Services means the design, installation, integration, deployment, testing, management,
operation and maintenance of the toll collection system and provision of customer service, back
office and traffic management services.
Toll Services Coordinator has the meaning given in TP Section 2.6.1.7.
Toll Services Provider or TSP means Kapsch TrafficCom USA, Inc., a Delaware corporation
(formerly Kapsch TrafficCom Transportation NA, Inc., a Michigan corporation).
total float means the amount of time that an activity or chain of activities can be delayed before
extending the scheduled completion date.
TP Attachments means those documents annexed to the Technical Provisions and identified as
"Attachments."
traffic means pedestrians, bicyclists, ridden or herded animals, vehicles, streetcars, and other
conveyances either singularly or together while using any highway for purposes of travel.
traffic lane means the portion of traveled way used for the movement of a single line of vehicles.
Traffic Management Center has the meaning given in TP Section 16.1 and shall, as the context
requires, refer to the Department Traffic Management Center, City of Corona Traffic Management
Center and/or County of Riverside Traffic Management Center.
Transportation Management Plan means the plan developed by DB Contractor for maintenance
of traffic during construction in accordance with TP Section 18.3.1, as updated in accordance with
this Contract.
Transportation Management System has the meaning given in TP Section 16.
traveled way means the portion of the roadway for the movement of vehicles, exclusive of the
shoulders, berms, sidewalks, and parking lanes.
Tree and Vegetation Preservation and Removal Plan has the meaning given in TP Section
20.3.2.2, as updated in accordance with this Contract.
TSP means Kapsch TrafficCom USA, Inc., a Delaware corporation (formerly Kapsch TrafficCom
Transportation NA, Inc., a Michigan corporation).
TSP Contract means that certain Toll Services Contract (for the 1-15 Express Lanes Project)
dated as of January 26, 2017, by and between RCTC and TSP, as amended.
TSP Ready for Construction Certification means a certificate signed by TSP and provided to
RCTC and DB Contractor pursuant to the process provided in TP Section 19.2.2, certifying to DB
Contractor and RCTC, that (i) TSP has reviewed the elements of the DB Contractor's Design
Documents that reflect the design elements for the TCS Infrastructure, (ii) such elements are
consistent with TSP's "Infrastructure Design Requirements" (as defined in the TSP Contract) set
forth in the "TCS Infrastructure Design Document" (as defined in the TSP Contract), and (iii) if the
Work is built in accordance with such Design Documents, it will be suitable for TSP's performance
of the Toll Services (as defined in the TSP Contract).
TSP Work has the meaning given in TP Section 19.2.2.
Riverside County Transportation Commission
Express Lanes Connector Project
56800642.v38
Exhibit 1
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tunnel means "Tunnel" as defined in 8 CA Code of Regs. § 8405 et seq.
Turnover Area has the meaning given in Section 25.1.
unauthorized work means work performed beyond the lines and grades described in this
Contract or established by RCTC or extra work performed without RCTC's authorization.
Uniform Act means the Federal Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970, 42 U.S.C. Chapter 61, as amended, and all associated regulations and
policies. Major app
Unknown Hazardous Materials means Hazardous Materials that meet all of the following
criteria:
(a) The Hazardous Materials are in, on or under the Project ROW, or parcels added
to the Project ROW by an RCTC-Directed Change or required due to a Force
Majeure Event or Necessary Basic Configuration Change as of the date
Department makes available to DB Contractor the affected parcel;
(b) The Hazardous Materials are not Known or Suspected Hazardous Materials; and
(c) The Hazardous Materials are not required to be removed and disposed of due to
a DB Contractor Release of Hazardous Materials.
For purposes of this definition, "makes available" means (i) the Effective Date for parcels acquired
as of the Effective Date or (ii) as to parcels not yet acquired as of the Effective Date, the date DB
Contractor first receives access to the parcel in accordance with this Contract. For avoidance of
doubt, ADL-contaminated soils that exceed applicable DTSC thresholds requiring off -Site
disposal and which are not permitted to be used on -Site are considered Unknown Hazardous
Materials so long as subparts (a), (b) and (c) of this definition of Unknown Hazardous Materials
apply.
Unpermitted 15 EL Closure means an Unpermitted Lane Closure of a 15 Express Lane at the
locations and during the time frames specified for the applicable segment and direction in Exhibit
20 — Charts 20-3 and 20-4 (as the context requires).
Unpermitted 91 OCTA EL Closure means an Unpermitted Lane Closure of a 91 OCTA Express
Lane at the locations and during the time frames specified for the applicable segment and
direction in Exhibit 21 — Chart 21-5.
Unpermitted 91 RCTC EL Closure means an Unpermitted Lane Closure of a 91 RCTC Express
Lane at the locations and during the time frames specified for the applicable segment and
direction in Exhibit 21 — Chart 21-3.
Unpermitted ELC Lane Closure means an Unpermitted Lane Closure of an Express Lane on
either connector of the ELC at the locations and during the time frames specified for the applicable
segment and direction in Exhibit 22 — Chart 22-2.
Unpermitted GP Lane Closure means an Unpermitted Lane Closure of a General Purpose Lane
at the locations and during the time frames specified for the applicable segment and direction in
Exhibit 19.
Riverside County Transportation Commission
Express Lanes Connector Project
56800642.v38
Exhibit 1
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Unpermitted Lane Closure means such cases where DB Contractor: (a) fully or partially closes
any portion of a General Purpose Lane or Express Lane, for any purpose; or (b) fully or partially
blocks ingress to or egress from any portion of a General Purpose Lane or Express Lane, for any
purpose, and where, in the case of either clause (a) or (b), the closure or blockage is not a
Permitted Lane Closure; or (c) fails to comply with any requirement with respect to any Lane
Closure.
unsuitable material means material encountered below the natural ground surface in
embankment areas or below the grading plane in excavation areas that the Engineer determines
to be in any of the following conditions:
(a) Of such unstable nature that it cannot be compacted to the specified density using
ordinary methods at optimum moisture content;
(b) Too wet to be properly compacted and cannot be dried before incorporating it into
the work. Excessive moisture alone is not sufficient cause for determining that the
material is unsuitable; or
(c) Inappropriate for the planned use.
Utilities Coordinator has the meaning given in TP Section 2.6.2.4.
Utility or utility means a privately, publicly, or cooperatively owned line, facility or system
(including municipal and/or government lines, facilities and systems) for transmitting or distributing
communications, cable television, power, electricity, gas, oil, crude products, water, steam, waste,
or any other similar commodity, including any irrigation system and any fire or police signal system
as well as streetlights. However, when used in the context of the Relocation of facilities to
accommodate the Project, the term "Utility" or "utility" excludes (a) storm water facilities that
provide drainage solely for the Project ROW, (b) traffic signals, ramp metering systems, flashing
beacon systems, and lighting systems for the Project, (c) all existing Department facilities not
included in clause (b) of the definition of Utility, including TMS components, fiber, and all existing
RCTC SR-91 CIP and 15 ELP tolling components, and (d) all existing BNSF owned facilities
including communications equipment and associated lines, and electrical systems and associated
lines. The necessary appurtenances to each Utility facility (including fire hydrants as
appurtenances to water lines) shall be considered part of such Utility. Without limitation, any
Service Line connecting directly to a Utility shall be considered an appurtenance to that Utility,
regardless of the ownership of such Service Line.
Utility Agreement means any agreement, as the same may be amended from time to time,
between RCTC and a Utility Owner, providing specific scope, cost and schedule details for the
Relocation of one or more particular Utilities. A document is a Utility Agreement if it meets the
foregoing definition, without regard to the title or form of the document. Any Notice to Owner
referenced in a Utility Agreement shall be deemed to be part of that Utility Agreement for purposes
of this Contract, unless the context requires otherwise. For any Utility Owner for which there is
no Utility Agreement, the FD Notice to Owner and Construction Notice to Owner shall be treated
as the Utility Agreement(s) for such Utility Owner.
Utility Easement means a permanent replacement easement and/or other interest in real
property (excluding a franchise) located outside of the Project ROW that is necessary for a
Relocation.
Utility Information means, collectively, the Preliminary Utility Matrix and Utility Maps included in
the Reference Documents.
Riverside County Transportation Commission
Express Lanes Connector Project
56800642.v38
Exhibit 1
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Utility Maps means the set of plans included in the Reference Documents that shows the existing
locations of Utilities listed in the Preliminary Utility Matrix. The Utility Maps are located in the
Utilities Folder of the Reference Documents and consist of the 15 Express Corridor Improvement
Project, Utility Map Plan Sheets 1 through 57.
Utility Owner means any private entity or public body (including city, county, state, public
corporation, or public district) that owns and/or operates a Utility, including cooperative utilities.
Utility Owner Project means the design and construction by or at the direction of a Utility Owner
of a New Utility that is not part of a Relocation. Utility Owner Projects shall be entirely the financial
obligation of the Utility Owner.
Utility Plans means the final installation details and construction documents that are prepared
by DB Contractor or Utility Owner(s) for Utilities being Relocated to accommodate the Project.
Utility Standards means the standard specifications, standards of practice, and construction
methods that a Utility Owner customarily applies to facilities constructed by the Utility Owner (or
for the Utility Owner by its contractors) at its own expense and that are comparable to the Utilities
being Relocated for the Project. Such Utility Standards may or may not all be incorporated into
documents issued by the Utility Owner, and shall include those processes, procedures, policies
and practices that are industry -standard in Southern California for each particular type of Utility
and those (if any) that are specified for the particular Utility Owner in accordance with TP Section
7. For any Utility Owner that is also a Governmental Entity, its Utility Standards shall include all
such requirements that are imposed by Governmental Rules issued by such Utility Owner.
Utility Strip Map has the meaning given in TP Section 7.3.2.
Utility Strip Map Deadline has the meaning given in Section 6.4.3(a), as such deadline may be
extended under this Contract.
Value Engineering Change Proposal has the meaning given in Section 17.1.1.
voluntarily excluded has the meaning given in Attachment 2 to Exhibit 14.
Warranty Bond has the meaning given in Section 10.1.3(a).
Warranty Bond Amount has the meaning given in Section 10.1.3(b).
Warranty Period has the meaning given in Section 13.1.2.
Warranty Work means Work required to remedy Nonconformances during the applicable
Warranty Period.
Weed Abatement Plan has the meaning given in TP Section 20.3.3, as updated in accordance
with this Contract.
Wildfire means an uncontrolled fire in an area of combustible vegetation.
Work or work means all of the resources required to be provided by DB Contractor, including
administrative, design, support services, procurement, professional, manufacturing, supply,
design, installation, integration testing, commissioning, construction, supervision, management,
labor, materials, equipment (including Department furnished materials), maintenance,
documentation and other duties and services to be provided and provided by DB Contractor under
Riverside County Transportation Commission
Express Lanes Connector Project
56800642.v38
Exhibit 1
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this Contract, including all efforts necessary or appropriate to achieve the Completion Milestones
by the Completion Deadlines, except for those efforts which this Contract expressly specifies will
be performed by Persons other than the DB-Related Entities.
work paid by force account means work ordered without an existing agreement on its cost, and
performed with the understanding that DB Contractor will bill RCTC according to the cost of labor,
materials, and equipment, plus a certain percentage for overhead and profit.
work plan means the detailed formulation of a program of action.
work zone means the area of a highway with construction, maintenance or utility work activities.
[END OF DEFINITIONS]
Riverside County Transportation Commission
Express Lanes Connector Project
56800642.v38
Exhibit 1
Page 65 of 65
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Abbreviations and Definitions
Draft Execution Copy: January 7, 2019
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
REQUEST FOR PROPOSALS (RFP No. 19-31-074-00)
TO DESIGN AND BUILD THE
I-15/SR-91 EXPRESS LANES CONNECTOR (ELC)
THROUGH A
DESIGN -BUILD CONTRACT
VOLUME II: CONTRACT EXHIBITS
DRAFT EXECUTION COPY: February 12, 2020
EXECUTED:
Riverside County Transportation Commission
[INSERT DATE]
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
www.rctc.org
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Design -Build Contract
Draft Execution Copy: February 12, 2020
TABLE OF CONTENTS
Exhibits to Design -Build Contract
EXHIBIT 1 Abbreviations and Definitions
EXHIBIT 2 Contract Particulars
EXHIBIT 3 Modified Standard Specifications
(Replacing Sections 1 through 9 of Department's Standard Specifications)
EXHIBIT 4 Preliminary Baseline Schedule
EXHIBIT 5 Reserved
EXHIBIT 6 Listed Subcontractors
EXHIBIT 7 Subcontractor Identification Form
EXHIBIT 8 Bonds
8-A Form of Performance Bond
8-B Form of Payment Bond
8-C Form of Warranty Bond
EXHIBIT 9 Invoice and Invoice Certificate
9-A Invoice
9-B Invoice Certificate
EXHIBIT 10 NTP1 and NTP2 Payment Schedules
10-A NTP1 Payment Schedule
10-B NTP2 Payment Schedule
EXHIBIT 11 Disputes Review Board Agreement
EXHIBIT 12 Insurance Policy Requirements
EXHIBIT 13 Proposal Commitments and ATCs
13-A DB Contractor's Proposal Commitments
13-B ATCs
EXHIBIT 14 Federal Requirements
Riverside County Transportation Commission Design -Build Contract
Express Lanes Connector Project i Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 15 Form of Guaranty
EXHIBIT 16 Labor Code Requirements
EXHIBIT 17 OCTA-Related Work
EXHIBIT 18 Form of DB Contractor Request for Change Order
EXHIBIT 19 GP Lane Closure Charges
EXHIBIT 20 15 EL Closure Charges
EXHIBIT 21 91 EL Closure Charges
EXHIBIT 22 ELC Lane Closure Charges
EXHIBIT 23 Public Contract Code Section 9204
Riverside County Transportation Commission Design -Build Contract
Express Lanes Connector Project ii Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 1
ABBREVIATIONS AND DEFINITIONS
[SEE EXHIBIT 1 IMMEDIATELY FOLLOWING CONTRACT]
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 1
Page 1 of 1
Design -Build Contract
Abbreviations and Definitions
Draft Execution Copy: February 12, 2020
56800652.v31
No.
1.
2.
3.
4.
5.
6.
7.
8.
Clause
References
Exhibit 1
3.4.2
9.1
9.6
EXHIBIT 2
CONTRACT PARTICULARS
Issue
Contract Price
Firm for Design Services
Major Subcontractors
Lead Engineering Firm
Structural Design Firm
Other Major Subcontractors
RCTC Representative
Listed Subcontractors
9. 9.6 DB Contractor Representative
10. 9.6 Key Personnel
Project Manager
Construction Manager
Design Manager
Structures Design Manager
Environmental Compliance
Manager
Quality Manager
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 2
Page 1 of 2
$164,840,000.00
T.Y. Lin International
T.Y. Lin International
T.Y. Lin International
RMA Group
Michael Blomquist
Arellano Associates, LLC
RMA Group
CNS Engineers, Inc.
Converse Consultants
Earth Mechanics, Inc.
Guida Surveying, Inc.
Iteris, Inc.
LIN Consulting, Inc.
LSA Associates, Inc.
Lynn Capouya, Inc.
WRECO
Stephen S. Rados
Felipe Olivar
Josh Dybala
Ray Fares
Stephen Dulor
Alicia Lemke
Jim Rucker
Design -Build Contract
Contract Particulars
Draft Execution Copy: February 12, 2020
56800652.v31
11. 10.1.1(a)
12. 10.1.2(a)
13. 10.1.1(b)
14. 10.1.2(b)
15. 10.1.3(b)
16. 14.3.5
17. 14.3.6
18. 14.3.6
19. 24.1.1(b)
20. Exhibit 1
Toll Services Coordinator
Traffic Manager
Roadway Design Manager
Railroad Coordinator
NTP1 Performance Bond
Amount
NTP1 Payment Bond Amount
NTP2 Performance Bond
Amount
NTP2 Payment Bond Amount
Warranty Bond Amount
Mobilization Amount
Bonds and Insurance Premium
Amount NTP1
Bonds and Insurance Premium
Amount NTP2
Facilitator for partnering
meetings
TSP
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 2
Page 2 of 2
Steven Bradley
John Merrill
Rodrigo Gonzalez
James Faber
$9,600,000.00
$9,600,000.00
$164,840,000.00
$164,840,000.00
$16,484,000.00
$11,300,000.00
$595,000.00
[$9,475,000.00]
(NTD — To be determined in
accordance with Section
24.1.1(b) of the DB Contract]
Kapsch TrafficCom USA, Inc.
(formerly Kapsch TrafficCom
Transportation NA, Inc.)
Design -Build Contract
Contract Particulars
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 3
MODIFIED STANDARD SPECIFICATIONS
(Replacing Sections 1 through 9 of Department's Standard Specifications)
This Exhibit 3 sets forth the Modified Standard Specifications for this Contract. The provisions
contained in these Modified Standard Specifications shall replace Sections 1 through 9 of the
2018 Standard Specifications issued by the State of California Department of Transportation
(Department), in their entirety and differ materially from the volume issued by Department.
The Modified Standard Specifications may include cross-references to provisions of the Standard
Specifications which are not applicable to this Contract because they have been superseded by
other provisions of this Contract. Any such cross-references are deemed references to the
provisions of this Contract which have superseded the referenced provisions of the Standard
Specifications.
Refer to Department Standard Specifications, dated 2018, for Sections 10 through 95 of the
Standard Specifications.
General Exceptions:
1. When these Modified Standard Specifications or other provisions in the Department
Standard Specifications refer to "Measurement for Payment," "Method of Measurement,"
or "Payment Quantities," except as otherwise provided in this Contract, such language is
disregarded. Terms and conditions of Final Payment are set forth in this Contract.
2. When these Modified Standard Specifications or other provisions in the Department
Standard Specifications refer to "basis of payment," "unit prices," or "adjustments of unit
prices," such references and language is disregarded, except as otherwise provided in
this Contract, including the Technical Provisions.
3. When these Modified Standard Specifications or other provisions in the Department
Standard Specifications refer to "extra work," "compensation for," "at the Department's
expense," "quantity adjustments," "equivalent quantities," or similar phrases, such
references shall be disregarded. It is intended that the payment of the Contract Price will
be full compensation for all Work performed pursuant to this Contract unless specific
provisions for additional payments are contained in this Contract, including the Technical
Provisions.
4. When these Modified Standard Specifications or other provisions in the Department
Standard Specifications refer to the term "incidental" such term will mean that the cost is
included in the Contract Price.
5. When these Modified Standard Specifications or other provisions in the Department
Standard Specifications refer to "Change Orders," "change order work," or "extra work,"
except as otherwise provided in this Contract, such language shall be disregarded.
Terms and conditions of changes, entitlement to additional compensation, and Change
Orders are set forth in this Contract.
6. Any references to the State Contract Act or provisions of the State Contract Act
contained in the Department documents shall be deemed references to the equivalent
provisions contained in statutes applicable to RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 1 of 53
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Modified Standard Specifications
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TABLE OF CONTENTS
Page
EXHIBIT 1 ABBREVIATIONS AND DEFINITIONS 1
EXHIBIT 2 CONTRACT PARTICULARS 1
EXHIBIT 3 MODIFIED STANDARD SPECIFICATIONS (REPLACING SECTIONS 1 THROUGH 9 OF
DEPARTMENT'S STANDARD SPECIFICATIONS) 1
DIVISION I GENERAL PROVISIONS 5
1 GENERAL 5
2 NOT USED 10
3 NOT USED 11
4 SCOPE OF WORK 12
5 CONTROL OF WORK 13
6 QUALITY CONTROL AND ASSURANCE 19
7 LEGAL RELATIONS AND RESPONSIBILITY TO THE PUBLIC 25
8 PROSECUTION AND PROGRESS 37
9 PAYMENT 38
EXHIBIT 4 PRELIMINARY BASELINE SCHEDULE 1
EXHIBIT 5 RESERVED 1
EXHIBIT A MONTHLY SUBCONTRACTORS PAID REPORT 1
EXHIBIT 6 LISTED SUBCONTRACTORS 1
EXHIBIT 7 1-15 EXPRESS LANES PROJECT SUBCONTRACTOR IDENTIFICATION FORM
EXHIBIT 8 BONDS
EXHIBIT 8-A FORM OF PERFORMANCE BOND
EXHIBIT 8-B FORM OF PAYMENT BOND
EXHIBIT 8-C FORM OF WARRANTY BOND 1
EXHIBIT 9 INVOICE AND INVOICE CERTIFICATE
EXHIBIT 9-A INVOICE
EXHIBIT 10 NTP1 AND NTP2 PAYMENT SCHEDULES 1
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 2 of 53
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EXHIBIT 11 DISPUTES REVIEW BOARD AGREEMENT
SECTION 1. ESTABLISHMENT OF BOARD
SECTION 2. BOARD ORGANIZATION AND RESPONSIBILITIES II
SECTION 3. HEARINGS AND DECISIONS III
SECTION 4. PROVISION OF DOCUMENTS TO BOARD IV
SECTION 5. EXPENSES IV
SECTION 6. DISPUTES INVOLVING OTHER PARTIES IV
SECTION 7. TERM V
SECTION 8. MISCELLANEOUS VI
EXHIBIT 12 INSURANCE POLICY REQUIREMENTS
EXHIBIT 13 PROPOSAL COMMITMENTS
ATTACHMENT 1 TO EXHIBIT 13 DB CONTRACTOR'S PROPOSAL COMMITMENTS &
CLARIFICATIONS 1
ATTACHMENT 2 TO EXHIBIT 13 ATCS
EXHIBIT 14 FEDERAL REQUIREMENTS
ATTACHMENT 1 TO EXHIBIT 14 FEDERAL REQUIREMENTS FOR FEDERAL -AID CONSTRUCTION
PROJECTS
ATTACHMENT 2 TO EXHIBIT 14 RESERVED
ATTACHMENT 3 TO EXHIBIT 14 RESERVED
ATTACHMENT 4 TO EXHIBIT 14 RESERVED
ATTACHMENT 5 TO EXHIBIT 14 RESERVED
ATTACHMENT 6 TO EXHIBIT 14 RESERVED
ATTACHMENT 7 TO EXHIBIT 14 COMPLIANCE WITH BUY AMERICA REQUIREMENTS
ATTACHMENT 8 TO EXHIBIT 14 RESERVED
EXHIBIT 15 FORM OF GUARANTY
EXHIBIT 16 LABOR CODE REQUIREMENTS
EXHIBIT 17 MAXIMUM PAYMENT SCHEDULE
EXHIBIT 18 FORM OF REQUEST FOR CHANGE ORDER
EXHIBIT 19 GP LANE CLOSURE CHARGES
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 3 of 53
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Modified Standard Specifications
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56800652.v31
EXHIBIT 20 1-15 EL LANE CLOSURE CHARGES 1
EXHIBIT 21 91 EL LANE CLOSURE CHARGES
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 4 of 53
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Modified Standard Specifications
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DIVISION I GENERAL PROVISIONS
1 GENERAL
1-1.01 GENERAL
Section 1 includes specifications related to the interpretation of this Contract.
The specifications are divided into 12 divisions.
Division I includes general specifications applicable to every contract unless specified as
applicable only under certain conditions.
Division II includes specifications for general construction applicable to every contract unless
specified as applicable only under certain conditions.
Divisions III through X include construction specifications for specific bid items.
Division XI includes specifications for common materials. For a material specified in this division,
that material specified in any section must comply with the specifications in division XI.
Division XII includes construction specifications for buildings.
Interpret sentences written in the imperative mood as starting with "the Contractor shall" and
interpret "you" as the Contractor and "your" as the "Contractor's."
After Contract approval, submit documents and direct questions to RCTC. Orders, authorizations,
and requests to the Contractor are by RCTC except as otherwise provided in this Contract.
Except as otherwise provided in this Contract, the following items from Riverside County
Transportation Commission ("RCTC") partnering with Department are in writing:
1. Approvals
2. Authorizations
3. Decisions
4. Notifications
5. Orders
6. Responses
Except as otherwise provided in this Contract, the following items from the Contractor must be in
writing:
1. Notifications
2. Proposals
3. Reports
4. Requests, including RFIs, sequentially numbered
5. Subcontracts
6. Test results
Where a location is not specified with the words "shown", "specified", or "described", interpret:
1. "Shown" as "shown on the plans".
2. "Specified" as "specified in the specifications".
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 5 of 53
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Modified Standard Specifications
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56800652.v31
3. "Described" as "described in this Contract". "Described" means "shown, specified, or
both".
Headings are included for the purposes of organization and referencing. Inclusion of a heading
with no related content, "Not Used", or "Reserved" does not indicate that no specification exists
for that subject; applicable specifications may be covered in a general or referenced specification.
Specifications in a section titled General apply to all subordinate sections within the section.
Specifications in the general section of a division apply to all sections within the division.
Sections are reserved in the Standard Specifications for correlation of special provisions and
revised standard specifications with the Standard Specifications and for future expansion of the
Standard Specifications.
The specifications are expressed in US customary units except where a referenced document
uses the International System of Units as the standard.
Unless an object or activity is specified to be less than the total, the quantity or amount is all of
the object or activity.
All items in a list apply unless the items are specified as choices.
1-1.02 STYLE VARIATIONS
The Department is gradually standardizing the style of the specifications. The use of the new style
does not change the meaning of a Contract part not using this style. The new style includes:
1. Use of:
1.1. Imperative mood
1.2. Introductory modifiers
1.3. Conditional clauses
1.4. Industry -standard terms
2. Elimination of:
2.1. Language variations
2.2. Definitions for industry -standard terms
2.3. Redundant specifications
2.4. Needless cross-references
1-1.03-1-1.04 RESERVED
1-1.05 REFERENCES
A reference within parentheses to a law or regulation is included in this Contract for convenience
only and is not a comprehensive listing of related laws and regulations. Lack of a reference does
not indicate no related laws or regulations exist.
Where the version of a referenced document is not expressly specified, use the most recent
version in effect on the date of the Request for Proposals.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 6 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
A reference to a section includes specifications in sections titled General that apply to the section.
Where a section number is referenced without a reference to a document, the reference is to a
section of the Standard Specifications as revised by any revised standard specification, special
provision, or both. Any reference directly to a revised standard specification is for convenience
only. Lack of a direct reference to a revised standard specification section does not indicate a
revised standard specification for the section does not exist.
A code not specified as a federal code is a California code.
An agency or a department not specified as a federal or local agency or department is a California
agency or department.
1-1.06 ABBREVIATIONS
Refer to Contract Exhibit 1 for the meanings of certain acronyms and abbreviations used in the
Contract, including these Modified Standard Specifications.
1-1.07 DEFINITIONS
Refer to Contract Exhibit 1 for the meanings of certain terms used in the Contract, including these
Modified Standard Specifications.
1-1.08 NOT USED
1-1.09 FREEZE -THAW AREAS
Freeze -thaw areas are areas of the State where freeze -thaw cycles and heavy salting frequently
occur. A project is in a freeze -thaw area if the project is specified in the special provisions to be
in a freeze -thaw area.
1-1.10 PAVEMENT CLIMATE REGIONS
To help account for the effects of various climatic conditions on pavement performance, the State
has been divided into 9 climate regions. The project's pavement climate region is shown on the
project plans.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 7 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
1-1.11 WEBSITES, ADDRESSES, AND TELEPHONE NUMBERS
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 8 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Websites, Addresses, and Telephone Numbers
Reference or
agency or
department
unit
Website
Address
Telephone
no.
Authorized
Facility Audit
List
http://www.dot.ca.gov/h
q/esc/Translab/OSM/d
ocuments/smdocument
s/Internet_auditlisting.p
df
--
--
Authorized
Material List
http://www.dot.ca.gov/h
q/esc/approved_produ
cts_I ist
--
--
Authorized
Material
Source List
http://www.dot.ca.gov/h
q/esc/Translab/authoriz
ed_material _ source _lis
t/
- -
--
Authorized
Material
Systems List
http://www.dot.ca.gov/h
q/esc/Translab/authoriz
ed_systems_list/
--
--
Authorized
Laboratory
List
http://www.dot.ca.gov/h
q/esc/Translab/authoriz
edlaboratories_list/
--
--
California
MUTCD
http://www.dot.ca.gov
--
--
Department
http://www.dot.ca.gov
--
--
Department of
Conservation,
Office of Mine
Reclamation
http://www.conservatio
n.ca.gov/omr/
__
--
Department of
General
Services,
Office of Small
Business and
DVBE
Services
http://www.dgs.ca.gov/
dgs/ProgramsServices/
BusServices.aspx
OFFICE OF SMALL BUSINESS
AND DVBE SERVICES
DEPARTMENT OF GENERAL
SERVICES
707 3rd St
West Sacramento CA 95605-2811
(800) 559-
5529
(916) 375-
4940
Department of
Industrial
Relations
http://www.dir.ca.gov
455 Golden Gate Ave
San Francisco CA 94102
--
Division of
Office Accounting,
External
Accounts
Payable
http://www.dot.ca.gov/h
q/asc/oap/payments/co
ntact.htm#conpets1
MAJOR CONSTRUCTION
PAYMENT AND INFORMATION
UNIT
AACCOUNOTS PAYABLEF L
DIVISION OF ACCOUNTING
DEPARTMENT OF
TRANSPORTATION
P.O. BOX 168043
SACRAMENTO CA 95816-8043
(916) 227-
9013
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 9 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Division of
Construction
http://www.dot.ca.gov/h
q/construc/
__
--
Geotechnical
Services
http://www.dot.ca.gov/h
q/esc/geotech
Geotechnical Services
DEPARTMENT OF
TRANSPORTATION
5900 FOLSOM BLVD
Sacramento CA 95819-4612
(916) 227-
7000
METS
http://www.dot.ca.gov/h
q/esc/Translab/
Materials Engineering and Testing
services
DEPARTMENT OF
TRANSPORTATION
5900 FOLSOM BLVD
Sacramento CA 95819-4612
(916) 227-
7000
MPQP
http://www.dot.ca.gov/
manuals.htm
-
--
Office
Engineer
__
MSC 43
OFFICE ENGINEER
DEPARTMENT OF
TRANSPORTATION
1727 30th St
Sacramento CA 95816-7005
(916) 227-
6299
Offices of
Structure
Design,
Documents
Unit
--
MSC 9-4/41
DOCUMENTS UNIT OFFICES OF
STRUCTURE DESIGN
DEPARTMENT OF
TRANSPORTATION
1801 30th St
Sacramento CA 95816-7006
(916) 227
0716
Publication
Distribution
Unit
--
PUBLICATION UNIT
DEPARTMENT OF
TRANSPORTATION
1900 Royal Oaks Dr
Sacramento CA 95815-3800
--
South Coast
Air Quality
Management
District
www.aqmd.gov
--
--
1-1.12 through 1-1.15 RESERVED
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 10 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Riverside County Transportation Commission
Express Lanes Connector Project
2 RESERVED
Exhibit 3
Page 11 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Riverside County Transportation Commission
Express Lanes Connector Project
3 RESERVED
Exhibit 3
Page 12 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
4 SCOPE OF WORK
4-1.01 GENERAL
Section 4 includes specifications related to the scope of work.
4-1.02 INTENT
This Contract's intent is to provide for work completion using Good Industry Practice.
Nothing in the specifications voids the Contractor's public safety responsibilities.
4-1.03-4-1.12 RESERVED
4-1.13 CLEANUP
Before final inspection, Contractor shall clean the highway, material sites and all ground occupied
by Contractor in connection with the Work and leave the job site neat and presentable and dispose
of:
1 Rubbish
2. Excess materials
3. Falsework
4. Temporary structures
5. Equipment
Do not remove warning, regulatory, or guide signs until Final Acceptance.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 13 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
5 CONTROL OF WORK
5-1.01 GENERAL
Section 5 includes specifications related to the Contract parties' relations and Final Acceptance.
5-1.02-5-1.12 RESERVED
5-1.13 SUBCONTRACTING
5-1.13A General
No Subcontract releases you from this Contract or relieves you of your responsibility for a
Subcontractor's work.
Do not use a debarred contractor. For a list of debarred contractors, go to the Department of
Industrial Relations' website.
If you violate Pub Cont Code § 4100 et seq., RCTC may exercise the remedies provided in Pub
Cont Code § 4110. RCTC may refer the violation to the Contractors State License Board as
provided under Pub Cont Code § 4111.
Each subcontract must comply with this Contract.
Each Subcontractor must have an active and valid
1. State contractor license with a classification appropriate for the work to be performed
(Bus & Prof Code § 7000 et seq.)
2. Public works contractor registration number with the Department of Industrial Relations.
Submit copies of Subcontracts upon request in accordance with the requirements of this Contract.
5-1.13B Disadvantaged Business Enterprises
5-1.13B(1) General
Section 5-1.13B applies to a federal -aid contract.
5-1.14-5-1.16 RESERVED
5-1.17 CHARACTER OF WORKERS
If a worker appears to RCTC to be incompetent or acts disorderly or improperly, discharge the
worker immediately upon request. Do not employ that worker again on the work.
5-1.18-5-1.26 RESERVED
5-1.27 RECORDS
5-1.27A General
Reserved
Riverside County Transportation Commission Exhibit 3 Design -Build Contract
Express Lanes Connector Project Page 14 of 53 Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
5-1.27B Record Retention
Retain project records from proposal preparation through:
1. Final payment
2. Resolution of claims, if any
For at least 5 years after the later of these, retain cost records, including records of:
1. Proposal preparation
2. Overhead
3. Payrolls
4. Payments to Subcontractors and Suppliers
5. Cost accounting
Maintain the records in an organized way in the original format, electronic and hard copy,
conducive to professional review and audit.
5-1.27C Record Inspection, Copying, and Auditing
Make your records available for inspection, copying, and auditing by RCTC and State
representatives for the same time frame specified under section 5-1.27B. The records of
Subcontractors and Suppliers must be made available for inspection, copying, and auditing by
RCTC and State representatives for the same period. Before Final Acceptance, RCTC and State
representatives notify the Contractor, Subcontractor, or supplier 5 business days before
inspection, copying, or auditing.
If an audit is to start more than 30 days after Final Acceptance, RCTC and the State
representatives notify the Contractor, Subcontractor, or supplier of the date when the audit is to
start.
5-1.27D Cost Accounting Records
Reserved
5-1.28-5-1.29 RESERVED
5-1.30 NONCOMPLIANT AND UNAUTHORIZED WORK
Correct or remove and replace work that (1) does not comply with this Contract, (2) is
unauthorized, or (3) both. RCTC does not pay for any of the following:
1. Corrective, removal, or replacement work
2. Unauthorized work
If ordered, submit a work plan for the corrective, removal, or replacement work.
If you fail to comply promptly with an order under section 5-1.30, RCTC may correct, remove, or
replace noncompliant or unauthorized work. RCTC deducts the cost of this work.
5-1.31 JOB SITE APPEARANCE
Keep the job site neat. In areas visible to the public:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 15 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
1. If practicable, dispose of debris removed during clearing and grubbing concurrently with
its removal. If stockpiling is necessary, dispose of debris weekly.
2. Furnish trash bins for construction debris. Place the debris in trash bins daily.
3. For falsework to be reused, stack the forms neatly and concurrently with their removal.
5-1.32 NOT USED
5-1.33 EQUIPMENT
Legibly stencil or stamp at a clearly visible location on each piece of equipment except hand tools
an identifying number and:
1. On compacting equipment, its make, model number, and empty gross weight that is
either the manufacturer's rated weight or the scale weight
2. On meters and on the load -receiving element and indicators of each scale, the make,
model, serial number, and manufacturer's rated capacity
Submit a list describing each piece of equipment and its identifying number.
Upon request, submit the manufacturer's information that designates portable vehicle scale
capacities.
For proportioning materials, use measuring devices, material plant controllers, and undersupports
complying with section 9-1.02B.
Measuring devices must be tested and approved under California Test 109 in the Department's
presence by any of the following:
1. County Sealer of Weights and Measures
2. Scale Service Agency
3. Official of the Division of Measurement Standards
The indicator over -travel must be at least 1/3 of the loading travel. The indicators must be
enclosed against moisture and dust.
Group the measuring system dials such that the smallest increment for each indicator can be read
from the location at which proportioning is controlled.
5-1.34-5-1.35 RESERVED
5-1.36 PROPERTY AND FACILITY PRESERVATION
5-1.36A General
Preserve and protect:
1. Highway improvements and facilities
2 Adjacent property
3. Waterways
4. ESAs
5. Lands administered by other agencies
6. Railroads and railroad equipment
7. Nonhighway facilities, including utilities
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 16 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
8. Survey monuments
9. Department's instrumentation
10. Temporary work
11. Roadside vegetation not to be removed
Comply with Govt Code § 4216 et seq. Notify RCTC at least 3 Business Days before you contact
the regional notification center. Failure to contact the notification center prohibits excavation.
Immediately report damage to RCTC.
If you cause damage, you are responsible.
The Department may make a temporary repair to restore service to a damaged facility.
Install suitable safeguards to preserve and protect facilities from damage.
Install temporary facilities such as sheet piling, cribbing, bulkheads, shores, or other supports
necessary to support existing facilities or to support material carrying the facilities.
Excavate and backfill as necessary to remove temporary facilities. Backfill with materials of equal
or better quality and to a comparable density of surrounding materials and grade surface to match
the existing grade and cross slope.
5-1.36B RESERVED
5-1.36C Nonhighway Facilities
5-1.36C(1) Reserved
5-1.36C(2) Nonhighway Facility Protection
Reserved
5-1.36C(3) Nonhighway Facility Rearrangement
RCTC may rearrange a nonhighway facility during this Contract. Rearrangement of a nonhighway
facility includes installation, relocation, alteration, or removal of the facility.
RCTC may authorize facility owners and their agents to enter the highway to perform
rearrangement work for their facilities or to make connections or repairs to their property.
Coordinate activities to avoid delays.
5-1.36D Survey Monuments
Protect survey monuments on and off the highway. Upon discovery of a survey monument not
identified and located by RCTC, immediately:
1. Stop work near the monument
2. Notify RCTC
Do not resume work near the monument until authorized.
5-1.36E Landscape
Riverside County Transportation Commission Exhibit 3
Express Lanes Connector Project Page 17 of 53
56800652.v31
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
If you damage plants not to be removed:
1. Dispose of them unless RCTC authorizes you to reduce them to chips and spread the
chips within the highway at locations designated by RCTC.
2. Replace trees as required in TP Section 20.3.2.2 of the Technical Provisions.
Removed shrubs shall be replaced with no. 15-container shrubs.
Replace ground cover plants with plants from flats. All replacement shrub and groundcover
species shall match the existing removed species, unless these species conflict with the
requirements to limit the use of plants considered invasive on the California Invasive Species list
(those considered moderate or higher). If the existing species can no longer be planted, choose
species that have similar characteristics and/or achieve the same quality of cover and hardiness.
Plant ground cover plants 1 foot on center.
If a plant establishment or permanent erosion control establishment period is specified, replace
plants before the start of the plant establishment or permanent erosion control establishment
period; otherwise, replace plants at least 30 days before Final Acceptance.
Water each plant immediately after planting Saturate the backfill soil around and below the roots
or the ball of earth around the roots of each plant. Water as necessary to maintain plants in a
healthy condition until Final Acceptance.
5-1.36F Irrigation Facilities
Keep existing irrigation facilities in place that are described to be removed, relocated, or modified
until RCTC determines they are no longer needed.
Maintain the existing water supply. If the existing water supply is interrupted for more than 3
consecutive days, provide an alternative water supply. Water the existing plants in the area
irrigated from that water supply, including those maintained by RCTC, as necessary to maintain
healthy plant growth.
If you and RCTC irrigate existing plants from the same water supply, furnish enough water to
RCTC for watering plantings on and off the highway as necessary to maintain a healthy condition
through Final Acceptance.
If you damage irrigation facilities not to be removed:
1. Remove and dispose of them.
2. Repair and replace damaged facilities within 10 days.
3. Use similar commercial -quality components from the same manufacturer or components
that are compatible with the existing irrigation system if authorized. Any changes from
the existing equipment must be reviewed and approved prior to installation.
4. After completing the repair or replacement of the facilities, perform an operational test in
the presence of RCTC. If you repair or replace the remote control valves, conduct the
test with the irrigation controller in the automatic mode.
Notify RCTC:
1. At least 4 Business Days before shutting off the water supply to any portion of the
existing irrigation system
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 18 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
2. Immediately after restoring the water supply to any portion of the existing irrigation system
5-1.37 MAINTENANCE AND PROTECTION
5-1.37A General
Maintain and protect work until RCTC has granted relief from maintenance or Final Acceptance
has occurred.
Do not remove any padlock used to secure a portion of the work until RCTC is present to replace
it. Notify RCTC at least 3 business days before removing the lock.
Prevent construction equipment that exceeds the maximum weight limits in Veh Code Div 15 from
operating on completed or existing treated base, pavement, or structures.
5-1.37B Load Limits
5-1.37B(1) General
For areas within the project limits and subject to the Contractor providing protective measures
and repairing related damage, construction equipment exceeding the size or weight limits in Veh
Code Div 15 may move over:
1. Public roads within the highway
2. Treated base or pavement under construction or completed
3. Culverts and pipes
4. Structures not open to traffic that are designed for AASHTO HS20-44 live loading,
except culverts and pipes. Before crossing one of these structures, submit the
dimensions and maximum axle loadings of the equipment; and unless a material hauling
equipment lane on a bridge is shown on the drawings, comply with the following
specifications:
4.1. The maximum loading on a bridge due to pneumatic -tired truck and trailer
combinations must not exceed:
4.1.1. 28,000 Ib. for single axles
4.1.2. 48,000 Ib. for tandem axles
4.1.3. 60,000 Ib. total gross Toad for single vehicles
4.1.4. 110,000 Ib. total gross load for truck and trailer or semi -trailer
combinations
4.2. The loading on a bridge due to 2- and 3-axle pneumatic -tired earthmovers must
not exceed that shown in the following table:
Allowable Construction Loading on Bridges for 2- and 3-Axle
Earthmovers
Bridge girder center -to -center spacing
(feet)
Maximum axle loading
(pounds)
4
28,000
5
29,000
6
30,000
7
32,000
8
34,000
9
37,000
10 and over
40,000
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 19 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Bridge girder center -to -center spacing
(feet)
NOTE: Minimum axle spacing:
For 2-axle earthmovers:
Axles 1 to 2 = 20 feet
Maximum axle loading
(pounds)
For 3-axle earthmovers:
Axles 1 to 2 = 8 feet
Axles 2 to 3 = 20 feet
5. Completed or existing base, pavement, and structures under the Department's
Transportation Permits Manual, whether open to the public or not
Loads imposed on existing, new, or partially completed structures must not exceed the load -
carrying capacity of the structure or any portion of the structure as determined by AASHTO LRFD
with interims and California Amendments, Design Strength Limit State II. The f'c to be used in
computing the load -carrying capacity must be the smaller of the following:
1. Actual compressive strength at the time of loading
2. Value of fc shown on the plans for that portion of the structure or 2.5 times the value of
fc shown on the plans for portions of the structure where no f'c is shown
5-1.37B(2) RESERVED
5-1.37B(3) Material Hauling Equipment Lane on Bridges
Section 5-1.37B(3) applies to a bridge constructed with a material hauling equipment lane.
You may cross the bridge with pneumatic -tired material hauling equipment that exceeds the size
and weight limits specified but that does not exceed the load limits shown on the material -hauling -
equipment loading diagram on the plans.
For each bridge with a material hauling equipment lane:
1. Construct a minimum 150-foot approach at each bridge end to a grade that provides a
smooth transition to the bridge roadway grade. Maintain these approaches in a smooth
and uniform condition during the operation of the equipment.
2. Operate equipment such that jolting and bouncing of the equipment while crossing the
bridge is prevented.
3. Confine equipment to the material hauling lane using temporary barriers unless the
plans show that the entire bridge may be used for hauling equipment and the permanent
barriers are completed.
4. Allow at most 1 piece of equipment on the bridge at one time.
If ordered, verify the weight of loaded material hauling equipment by weighing. The Department
furnishes individual wheel or axle type scales. The Department weighs the equipment within the
project limits and within the highway at a location accessible to the equipment. You determine the
exact weighing location. Install and maintain the scales.
5-1.38 RESERVED
5-1.39 DAMAGE REPAIR AND RESTORATION
5-1.39A General
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 20 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Before Final Acceptance, restore damaged work to the same state of completion as before the
damage. Restoration of damaged work includes restoration of erected falsework and formwork.
RCTC does not adjust payment for repair or restoration that RCTC determines was caused by
your failure to construct the work under the Contract or protect the work.
5-1.39B NOT USED
5-1.39C Landscape Damage
5-1.39C(1) General
Repair slopes or other existing facilities that were damaged after starting job site activities and
before starting plant establishment or permanent erosion control establishment.
As ordered, replace plants that have been damaged from either or both of the following conditions:
1. Ambient air temperature falling below 32 degrees F during the plant establishment
period
2. Contractor or its Supplier restricting or stopping water delivery during the plant
establishment period
This plant replacement work is included in the Contract Price.
5-1.39C(2)-5-1.50 RESERVED
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 21 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
6 QUALITY CONTROL AND ASSURANCE
6-1 GENERAL
6-1.01 GENERAL
Section 6 includes specifications related to quality control and validation.
Store materials and samples in a way that preserves the quality and facilitates prompt inspection.
Material incorporated into the work must be new, except as provided elsewhere in this Contract.
Before the preconstruction conference, submit material source information on a Notice of
Materials to be Used form.
6-1.02 DEPARTMENT -FURNISHED MATERIALS
Submit a request to RCTC for Department -furnished materials (TP Attachment 1-3, Department -
Furnished Materials) at least 180 days before their scheduled installation. RCTC will notify you
when Department -furnished material is available.
If the Department furnishes the material:
1. At the job site, inspect the material, unload and store the material
2. At a location other than the job site, inspect the material, deliver the material to the job
site and store it
Department -furnished material will be available for pick-up at:
Department District 8
SHOP 8
175 W. Cluster Street
San Bernardino, CA 92408
You are liable, and you are responsible to pay RCTC for all Department -furnished materials,
without right to claim an extension of time, additional compensation, other relief from performance
of your obligations or otherwise make a Claim under the Contract for the value of any such
Department -furnished materials, other than as included in the Contract Price.
You shall pay RCTC, as and when directed, and on such terms as required, by RCTC in
connection with your procurement of Department -furnished materials.
You are responsible for the cost of replacing lost or damaged Department -furnished material.
RCTC deducts replacement costs. Department -furnished material not used in the work remains
the property of RCTC.
6-1.03 LOCAL MATERIALS
Local material must be rock, sand, gravel, earth, or mineral material other than local borrow or
selected material obtained or produced from a source in the work vicinity specifically for use on
the project. Local borrow must not be a material from an established commercial source.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 22 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Upon your request, the Department tests material from an untested local source. If satisfactory
material from that source is used in the work, RCTC does not charge you for the tests; otherwise,
RCTC deducts the test costs.
6-1.04 BUY AMERICA
6-1.04A General
Reserved
6-1.04B Crumb Rubber (Pub Res Code § 42703(d))
Furnish crumb rubber with a certificate of compliance. Crumb rubber must be:
1. Produced in the United States
2. Derived from waste tires taken from vehicles owned and operated in the United States
6-1.04C Steel and Iron Materials
Steel and iron materials must be melted and manufactured in the United States except:
1. Foreign pig iron and processed, pelletized, and reduced iron ore may be used in the
domestic production of the steel and iron materials
2. If the total combined cost of the materials does not exceed the greater of 0.1 percent of
the Contract Price or $2,500, materials produced outside the United States may be used
if authorized
Furnish steel and iron materials to be incorporated into the work with certificates of compliance
and certified mill test reports. Mill test reports must indicate where the steel and iron were melted
and manufactured.
All melting and manufacturing processes for these materials, including an application of a coating,
must occur in the United States. Coating includes all processes that protect or enhance the value
of the material to which the coating is applied.
6-1.05 SPECIFIC BRAND OR TRADE NAME AND SUBSTITUTION
A reference to a specific brand or trade name establishes a quality standard and is not intended
to limit competition. You may use a product that is equal to or better than the specified brand or
trade name if authorized by RCTC.
Submit a substitution request with a time period that:
1. Follows Contract award
2. Allows 30 days for review
3. Causes no delay
Include substantiating data with the substitution request that proves that substitution:
1. Causes no delay
2. Is of equal or better quality and suitability
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 23 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
6-2 QUALITY PROGRAM
6-2.01 GENERAL
6-2.01A General
Section 6-2 includes provisions related to quality.
Work is subject to the Project's quality program in accordance with this Contract. The Quality
Program does not relieve you of your responsibility to provide QC.
For a material specified to comply with a requirement for a quality characteristic shown in the
following table, the quality characteristic is tested under the corresponding California Test:
California Tests
Quality characteristic
California Test
Relative compaction
216 or 231
Sand equivalent
217
Resistance (R-value)
301
Gradation (sieve analysis)
202
Durability index
229
6-2.01 B Authorized Facility Audit Lists
Section 6-2.01 B applies where a facility is specified to be on an Authorized Facility Audit List.
An audit authorized by the Department not more than 3 years before completion of the fabrication
process is acceptable if the Department determines the audit was for the same type of work to be
performed.
For procedures to be included on an Authorized Facility Audit List, go to the Authorized Facility
Audit List website.
6-2.01 C Authorized Material Lists
Section 6-2.01C applies where a material is specified to be on an Authorized Material List.
The material must be on an Authorized Material List before it is incorporated into the work.
For procedures to be included on an Authorized Material List, go to the Authorized Material List
website.
6-2.01 D Authorized Material Source Lists
Section 6-2.01 D applies where a material is specified to be on an Authorized Material Source List.
The material source must be on an Authorized Material Source List before the item from the
source is incorporated into the work.
For procedures to be included on an Authorized Material Source List, go to the Authorized Material
Source List website.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 24 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
6-2.01 E Material Source Inspection and Testing
Section 6-2.01 E applies if a material is to be inspected or tested at the source.
Submit an inspection request form:
1. At least 3 Business Days before the requested inspection date for a material source
within California.
2. At least 5 Business Days before the requested inspection date for a material source
outside California but within the United States.
3. 50 days before the planned production start for a material source outside the United
States. Notify RCTC and Department at least 20 days before the actual start.
For the inspection request form and the procedure for its submittal, go to the METS website. Notify
RCTC of each submittal.
For each item shown in the following table, RCTC deducts the corresponding amount shown:
Source Inspection Expense Deductions
Item
Distances
Deduction
Steel pipe piling
Prestressing system
Tier 1 and tier 2 precast concrete
members
Epoxy -coated reinforcement
Structural steel for sign structures
Miscellaneous metal
> 300
$5,000
> 3,000
$8,000
Extinguishable message signs
Variable message signs
Changeable message signs
Service equipment enclosures
Telephone demarcation cabinets
Closed circuit television cabinets
Weigh -in -motion cabinets
Highway advisory radio cabinets
> 300
$2,000
Poles for electrical systems
> 300
$1,000 for <_ 10 poles and
$1,000 for every multiple of 10 poles
thereafter
Structural steel
> 300
The greater of:
1. $5,000
2. $0.02/Ib.
> 3,000
The greater of:
1. $8,000
2. $0.036/Ib.
Structural steel paint
> 300
The greater of:
1. $2,000
2 $0.01/sq. ft.
> 3,000
The greater of:
1. $5,000
2. $0.015/sq. ft.
Check samples
> 300
$2,000
High mast poles
> 300
$2,500
> 3,000
$5,000
PTFE bearings, <_ 2 Tots
> 300
$5,000
> 3,000
$15,000
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 25 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
> 300
$10,000
PTFE bearings, > 2 lots
> 3,000
$20,000
aDistance is air -line miles from both Sacramento and Los Angeles to the inspection source.
6-2.01 F Test Samples
Section 6-2.01F applies where a test sample is specified in this Contract if a test sample is
requested.
Notify RCTC 10 days before taking a sample.
Submit material to be tested with a Sample Identification Card. For the card, go to the METS
website.
Restore work immediately after sampling.
If requested, obtain RCTC's authorization for the material before incorporating the material
represented by the test sample into the work.
6-2.01 G-6-2.01 K Reserved
6-2.02 QUALITY CONTROL
6-2.02A General
Material production and testing equipment must measure accurately and precisely.
6-2.02B Quality Control Plan
Develop, implement, and maintain a QC program.
Prepare and maintain QC records, including:
1. Names and qualifications of:
1.1. Samplers
1.2. Testers
1.3. Inspectors
2. Testing laboratories' identification and certifications
3. Testing equipment calibrations and certifications
4. Inspection reports
5. Sampling and testing records organized by date and type of material
6. Test results with comparison of quality characteristic requirements
7. Test results in relation to action and any suspension limits
8. Records of corrective actions and suspensions
Within 24 hours, notify RCTC of any noncompliance identified by your QC program.
Allow RCTC access to all QC records.
Submit QC test data and QC test results within 2 business days of test completion.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 26 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
6-2.02C RESERVED
6-2.02D RESERVED
6-2.03 RCTC ACCEPTANCE
6-2.03A General
RCTC and/or Department may use multiple quality verification methods for a material.
RCTC and/or Department may inspect, sample, and test materials for compliance with this
Contract at any time.
Allow RCTC and/or Department to record, including photograph and video, to ensure a material
is produced to comply with this Contract.
You may examine the records and reports of tests RCTC and/or Department performs.
Schedule work to allow time for RCTC and/or Department's inspection, sampling, and testing.
RCTC deducts testing costs for work that does not comply with this Contract.
RCTC and/or Department may retest material previously tested and authorized for use. If RCTC
notifies you of a retest, furnish resources for retesting.
6-2.03B Job Site Inspection and Testing
Section 6-2.03B applies if a material is to be inspected or tested at the job site.
The material must be authorized for use before it is incorporated into the work.
6-2.03C Certificates of Compliance
Section 6-2.03C applies (1) where a certificate of compliance is specified and (2) if any material
is produced outside the United States.
Submit a certificate of compliance:
1. Before the material is incorporated into the work
2. For each lot of the material. Identify the lot on the certificate
3. Signed by the producer of the material and stating that the material complies with this
Contract
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 27 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
7 LEGAL RELATIONS AND RESPONSIBILITY TO THE PUBLIC
7-1.01 GENERAL
Section 7 includes specifications related to your:
1. Compliance with laws
2. Responsibilities for public safety and convenience
3. Responsibilities for indemnification, insurance, and liability
7-1.02 LAWS
7-1.02A General
Comply with all Governmental Rules applicable to the Project and work. Immediately report to
RCTC any discrepancy or inconsistency between this Contract and Governmental Rule.
Immediately notify RCTC if a Governmental Entity requests access to the job site or to records.
Submit a list of documents provided to the Governmental Entity and issued enforcement actions.
7-1.02B US Fair Labor Standards Act
Comply with 29 USC § 201 et seq.
7-1.02C Emissions Reduction
Submit to the Department the following certification before performing the work:
I am aware of the emissions reduction regulations being mandated by the California Air
Resources Board. I will comply with such regulations before commencing the performance of the
work and maintain compliance throughout the duration of this Contract.
Contract signing constitutes submittal of this certification.
7-1.02D-7-1.02H Reserved
7-1.021 Government Code
7-1.021(1) RESERVED
7-1.021(2) Nondiscrimination
Under 2 CA Code of Regs § 11105:
1. During the performance of this contract, the recipient, contractor, and its subcontractors
shall not deny the contract's benefits to any person on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military and veteran status, nor shall they discriminate unlawfully
against any employee or applicant for employment because of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military and veteran status. Contractor shall insure that the
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 28 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
evaluation and treatment of employees and applicants for employment are free of such
discrimination.
2. Contractor shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code, § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs.,
tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2
of the Government Code (Gov. Code, §§ 11135-11139.5), and the regulations or
standards adopted by the awarding state agency to implement such article.
3. Contractor or recipient shall permit access by representatives of the Department of Fair
Employment and Housing and the awarding state agency upon reasonable notice at any
time during the normal business hours, but in no case less than 24 hours' notice, to such
of its books, records, accounts, and all other sources of information and its facilities as
said Department or Agency shall require to ascertain compliance with this clause.
4. Recipient, contractor and its subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they have a collective bargaining or
other agreement.
5. The contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the contract.
Under 2 CA Code of Regs § 11122:
STANDARD CALIFORNIA NONDISCRIMINATION CONSTRUCTION CONTRACT
SPECIFICATIONS (GOV. CODE SECTION 12990)
These specifications are applicable to all state contractors and subcontractors having a
construction contract or subcontract of $5,000 or more.
1. As used in the specifications:
a. "Act" means the Fair Employment and Housing Act.
b. "Administrator" means Administrator, Office of Compliance Programs, California
Department of Fair Employment and Housing, or any person to whom the
Administrator delegates authority;
2. Whenever the contractor or any subcontractor subcontracts a portion of the work, it shall
include in each subcontract of $5,000 or more the nondiscrimination clause in this
contract directly or through incorporation by reference. Any subcontract for work
involving a construction trade shall also include the Standard California Construction
Contract Specifications, either directly or through incorporation by reference.
3. The contractor shall implement the specific nondiscrimination standards provided in
paragraphs 6(a) through (e) of these specifications.
4. Neither the provisions of any collective bargaining agreement, nor the failure by a union
with whom the contractor has a collective bargaining agreement, to refer members of
any group protected by the Act shall excuse the contractor's obligations under these
specifications, Government Code section 12990, or the regulations promulgated
pursuant thereto.
5. In order for the nonworking training hours of apprentices and trainees to be counted,
such apprentices and trainees must be employed by the contractor during the training
period, and the contractor must have made a commitment to employ the apprentices
and trainees at the completion of their training, subject to the availability of employment
opportunities. Trainees must be trained pursuant to training programs approved by the
U.S. Department of Labor or the California Department of Industrial Relations.
6. The contractor shall take specific actions to implement its nondiscrimination program.
The evaluation of the contractor's compliance with these specifications shall be based
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 29 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
upon its effort to achieve maximum results from its actions. The contractor must be able
to demonstrate fully its efforts under steps a. through e. below:
a. Ensure and maintain a working environment free of harassment, intimidation, and
coercion at all sites, and at all facilities at which the contractor's employees are
assigned to work. The contractor shall specifically ensure that all foremen,
superintendents, and other on -site supervisory personnel are aware of and carry
out the contractor's obligations to maintain such a working environment.
b. Provide written notification within seven days to the director of the DFEH when
the referral process of the union or unions with which the contractor has a
collective bargaining agreement has impeded the contractor's efforts to meet its
obligations.
c. Disseminate the contractor's equal employment opportunity policy by providing
notice of the policy to unions and training, recruitment and outreach programs
and requesting their cooperation in assisting the contractor to meet its
obligations; and by posting the company policy on bulletin boards accessible to
all employees at each location where construction work is performed.
d. Ensure all personnel making management and employment decisions regarding
hiring, assignment, layoff, termination, conditions of work, training, rates of pay or
other employment decisions, including all supervisory personnel,
superintendents, general foremen, on -site foremen, etc., are aware of the
contractor's equal employment opportunity policy and obligations, and discharge
their responsibilities accordingly.
e. Ensure that seniority practices, job classifications, work assignments, and other
personnel practices, do not have a discriminatory effect by continually monitoring
all personnel and employment related activities to ensure that the equal
employment opportunity policy and the contractor's obligations under these
specifications are being carried out.
7 Contractors are encouraged to participate in voluntary associations that assist in fulfilling
their equal employment opportunity obligations. The efforts of a contractor association,
joint contractor -union, contractor -community, or other similar group of which the
contractor is a member and participant, may be asserted as fulfilling any one or more of
its obligations under these specifications provided that the contractor actively
participates in the group, makes every effort to assure that the group has a positive
impact on equal employment opportunity in the industry, ensures that the concrete
benefits of the program are reflected in the contractor's workforce participation, and can
provide access to documentation that demonstrates the effectiveness of actions taken
on behalf of the contractor. The obligation to comply, however, is the contractor's.
8. The contractor is required to provide equal employment opportunity for all persons.
Consequently, the contractor may be in violation of the Fair Employment and Housing
Act (Government Code section 12990 et seq.) if a particular group is employed in a
substantially disparate manner.
9. The contractor shall not use the nondiscrimination standards to discriminate against any
person because race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, genetic information, marital status, sex, gender,
gender identity, gender expression, age, sexual orientation, or military and veteran
status.
10. The contractor shall not enter into any subcontract with any person or firm decertified
from state contracts pursuant to Government Code section 12990.
11. The contractor shall carry out such sanctions and penalties for violation of these
specifications and the nondiscrimination clause, including suspension, termination and
cancellation of existing subcontracts as may be imposed or ordered pursuant to
Government Code section 12990 and its implementing regulations by the awarding
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 30 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
agency. Any contractor who fails to carry out such sanctions and penalties shall be in
violation of these specifications and Government Code section 12990.
12. The contractor shall designate a responsible official to monitor all employment related
activity to ensure that the company equal employment opportunity policy is being carried
out, to submit reports relating to the provisions hereof as may be required by OCP and
to keep records. Records shall at least include for each employee the name, address,
telephone numbers, construction trade, union affiliation if any, employee identification
number when assigned, status, (e.g., mechanic, apprentice trainee, helper, or laborer),
dates of changes in status, hours worked per week in the indicated trade, rate of pay,
and locations at which the work was performed. Records shall be maintained in any
easily understandable and retrievable form; however, to the degree that existing records
satisfy this requirement, contractors shall not be required to maintain separate records.
7-1.02J Reserved
7-1.02K Labor Code
7-1.02K(1) General
Work on the job site must comply with Labor Code §1720 et seq. and 8 CA Code of Regs § 16000
et seq. Work includes roadside production and processing of materials, and hauling and delivery
of ready -mixed concrete.
Payroll records include time cards, canceled checks, cash receipts, trust fund forms, books,
documents, schedules, forms, reports, receipts or other information which reflect job assignments,
work schedules by days and hours, and the disbursement of payment to workers (8 CA Code of
Regs § 16000).
7-1.02K(2) Wages
RCTC obtains the general prevailing rate of wages applicable to the work to be done. The rate
includes:
1. Basic hourly rate
2. Employer payments for health and welfare, pension, vacation, apprenticeship training
fees, travel time, and subsistence pay as provided for in Labor Code § 1773.1
3. Similar purposes
The general prevailing wage rates and any applicable changes to these wage rates are available:
1. At the RCTC's Labor Compliance Office.
2. From the Department of Industrial Relations' website
Post the general prevailing wage rates at a prominent place at the job site (Labor Code § 1773.2).
The wage determinations refer to expiration dates. The determinations with a single asterisk after
the expiration date, and in effect on the date of advertisement for bids, are good for the life of this
Contract. The determinations with double asterisks after the expiration date indicate the wage
rate to be paid for work performed after this date has been determined. If work is to extend past
this date, pay the new rate and incorporate it into this Contract. Changes in general prevailing
wage determinations apply to this Contract when the Director of Industrial Relations has issued
them at least 10 days before advertisement. (Labor Code § 1773.6 and 8 CA Code of Regs 16204)
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 31 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
RCTC does not recognize any claim for additional payment because of a payment by the
Contractor of any wage rate in excess of the prevailing wage rate specified in this Contract.
The Contractor and any Subcontract must forfeit to the RCTC not more than $200 per day or part
of a day for each worker paid less than the prevailing wage rate and pay the worker the difference
between the prevailing wage rate and the rate paid (Labor Code § 1775). The Labor
Commissioner determines the amount of this penalty and bases the amount on:
1. Whether the failure to pay the correct prevailing wage rate was a good -faith mistake that
the Contractor or Subcontract promptly and voluntarily corrected upon notice
2. Prior record of the Contractor or Subcontract in meeting its prevailing wage obligations
3. Contractor or Subcontract's willful failure to pay the correct rate of prevailing wages
If a worker employed by a Subcontract on a public works project is not paid the general prevailing
per diem wages by the Subcontract, the Contractor is not liable for the penalties described in
section 7-1.02K(2) unless the Contractor had knowledge of the failure to pay the correct general
prevailing per diem wages or unless the Contractor fails to comply with the following requirements
(Labor Code § 1775):
1.
2.
3.
4.
The contract executed between the Contractor and the Subcontract for the performance
of work on the public works project must include a copy of the requirements in Labor
Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
The Contractor must monitor the payment of the specified general prevailing rate of per
diem wages by periodic review of the certified payroll records of the Subcontract.
Upon becoming aware of the Subcontract's failure to pay the specified prevailing rate of
wages to the Subcontract's workers, the Contractor must diligently take corrective action
to stop or rectify the failure, including withholding sufficient funds due the Subcontract for
work performed on the public works project.
Before making final payment to the Subcontract for work performed on the public works
project, the Contractor must obtain an affidavit signed under penalty of perjury from the
Subcontract that the Subcontract has paid the specified general prevailing rate of per
diem wages to its employees on the public works project and any amounts due under
Labor Code § 1813.
Under Labor Code § 1775, RCTC must notify the contractor on a public works project within 15
days of receipt by RCTC of a complaint of the failure of a Subcontract on that public works project
to pay workers the general prevailing rate of per diem wages.
7-1.02K(3) Certified Payroll Records (Labor Code § 1776)
Keep accurate payroll records.
Submit a copy of your certified payroll records, weekly, including those of Subcontracts. Include:
1. Each employee's:
1.1. Full name
1.2. Address
1.3. Social security number
1.4. Work classification
1.5. Straight time and overtime hours worked each day and week
1.6. Actual wages paid for each day to each:
1.6.1. Journeyman
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 32 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
1.6.2. Apprentice
1.6.3. Worker
1.6.4. Other employee you employ for the work
1.7. Pay rate
1.8. Itemized deductions made
1.9. Check number issued
2. Apprentices and the apprentice -to -journeyman ratio
Each certified payroll record must include a Statement of Compliance form signed under penalty
of perjury that declares:
1. Information contained in the payroll record is true, correct, and complete
2. Employer has complied with the requirements of sections 1771, 1811, and 1815 for any
work performed by his or her employees on the public works project
3. Wage rates paid are at least those required by this Contract
RCTC allows the use of a form with identical wording as the Statement of Compliance form
provided by the Department.
Submitted certified payrolls for hauling and delivering ready -mixed concrete must be
accompanied by a written time record. The time record must include:
1. Truck driver's full name and address
2. Name and address of the factory or batching plant
3. Time the concrete was loaded at the factory or batching plant
4. Time the truck returned to the factory or batching plant
5. Truck driver's signature certifying under penalty of perjury that the information contained
in this written time record is true and correct.
Make certified payroll records available for inspection at all reasonable hours at your main office
on the following basis:
1. Upon the employee's request or upon request of the employee's authorized
representative, make available for inspection a certified copy of the employee's payroll
record
2. Refer the public's requests for certified payroll records to the Department. Upon the
public's request, the Department makes available for inspection or furnishes copies of
your certified payroll records. Do not give the public access to the records at your main
office.
Make all payroll records available for inspection and copying or furnish a copy upon request of a
representative of the:
1. RCTC
2. Division of Labor Standards Enforcement of the Department of Industrial Relations
3. Division of Apprenticeship Standards of the Department of Industrial Relations
Furnish RCTC the location of the records. Include the street address, city, and county. Furnish
RCTC a notification of a location and address change within 5 business days of the change.
Comply with a request for the records within 10 days after you receive a written request. If you do
not comply within this period, RCTC withholds from progress payments a $100 penalty for each
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 33 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
day or part of a day for each worker until you comply. You are not assessed this penalty for a
Subcontract's failure to comply with Labor Code § 1776.
RCTC withholds from progress payments for delinquent or inadequate records (Labor Code §
1771.5). If you have not submitted an adequate record by the month's 15th day for the period
ending on or before the 1st of that month, RCTC withholds up to 10 percent of the monthly
progress estimate, exclusive of mobilization. RCTC does not withhold more than $10,000 or less
than $1,000.
7-1.02K(4) Apprentices
Comply with the apprentice to journeyman ratio requirements (Labor Code § 1777.5(g)).
Comply with the training contribution requirements (Labor Code § 1777.5(m)(1)).
For answers to questions, contact the Division of Apprenticeship Standards before starting work.
RCTC deducts from progress payments civil penalties assessed by the Chief of the Division of
Apprenticeship Standards for violating Labor Code § 1777.5 (Labor Code § 1777.7).
7-1.02K(5) Working Hours
Eight hours is a legal day's work (Labor Code § 1810).
The time of service of any worker employed on public work is limited and restricted to 8 hours in
1 day and 40 hours in 1 calendar week, except as provided by Labor Code § 1815 (Labor Code
§ 1811).
A Contractor's employee may work more than 8 hours per day and 40 hours per week if the
Contractor pays the employee 1-1/2 times the basic pay rate for the hours worked in excess of 8
hours per day and 40 hours per week (Labor Code § 1815).
For each worker employed in the work for each day the worker works more than 8 hours in 1 day
and 40 hours in 1 calendar week without overtime pay, RCTC deducts $25 as a penalty for
violating Labor Code § 1815 (Labor Code § 1813).
7-1.02K(6) Occupational Safety and Health Standards
7-1.02K(6)(a) General
Comply with applicable occupational safety and health standards, rules, regulations, and orders.
The Occupational Safety and Health Standards Board is the only agency authorized in the State
to adopt and enforce occupational safety and health standards (Labor Code § 142 et seq.).
You are the controlling employer and must ensure hazardous conditions are corrected (Labor
Code § 6400).
RCTC may notify Cal/OSHA if you fail to establish or maintain a safe and healthful workplace.
Submit copies of your Injury and Illness Prevention Program and permits required by Cal/OSHA.
The program must address the use of personal and company -issued electronic devices during
work. Do not allow the use of entertainment and personal communication devices in the work
zone. Workers may use a communication device for business purposes in the work area, at a
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 34 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
location where their safety and the safety of other workers and the traveling public is not
compromised.
RCTC is not responsible for the health and safety of:
1. Contractor's personnel
2. Subcontractor's personnel
3. Supplier's personnel
4. Any other persons present at the job site at the request of you or your subcontractors.
7-1.02K(6)(b) Excavation Safety
Comply with Labor Code § 6705 while excavating. For an excavation 5 feet or more in depth,
submit shop drawings for a protective system.
The drawings must show the design and details for providing worker protection from caving
ground during excavation.
Shop drawings of protective systems for which the Construction Safety Orders require design by
a registered professional engineer must be sealed and signed by an engineer who is registered
as a civil engineer in the State.
The submittal must allow review time and include the contents shown in the following table except
the review time is 65 days for an excavation on or affecting railroad property.
Drawing Review Time and Contents
Topic
Plan not requiring a signature
Plan requiring a signature
Review
time
5 business days before excavating
20 days before excavating
Contents
Drawings
Calculations
Material information
Proprietary system information
Drawings
Calculations
Material information
Proprietary system information
Soil classification
Soil properties
Soil design calculations
7-1.02K(6)(c) Tunnel Safety
Cal/OSHA classifies tunnels into one of the following classifications:
1. Nongassy
2. Potentially gassy
3. Gassy
4. Extrahazardous
If a tunnel location is described in this Contract, the classification is included in the Information
Handout and you must:
1. Designate an on -site Safety Representative under 8 CA Code of Regs § 8406
2. Submit the name of your on -site Safety Representative at least 7 days before starting
work at each tunnel
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 35 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
3. Prominently post a notice at the job site of:
3.1. Tunnel classifications
3.2. Any special orders, rules, special conditions, or regulations related to tunnel work
4. Ensure your workers are informed of these classifications
Notify RCTC at least 20 days before a worker enters a tunnel not described in this Contract. RCTC
obtains the classification of the tunnel. RCTC may suspend the work because of a change directly
resulting from the Contractor's planned activities that causes activities to fall under the Tunnel
Safety Orders of 8 CA Code of Regs § 8422.
7-1.02K(6)(d) Confined Space Safety
Comply with 8 CA Code of Regs § 5158 while working in a confined space.
7-1.02K(6)(e)—(j)(i) RESERVED
7-1.02K(6)(j)(ii) Lead Compliance Plan
Section 7-1.02K(6)(j)(ii) applies for the lead compliance plan.
Regulations containing specific Cal/OSHA requirements when working with lead include 8 CA
Code of Regs § 1532.1.
Submit a plan:
1. That documents your compliance program to prevent or minimize worker exposure to
lead
2. Including the items listed in 8 CA Code of Regs § 1532.1(e)(2)(B)
3. Sealed and signed by a CIH with knowledge of and experience complying with 8 CA
Code of Regs
Allow 7 days for RCTC's review. Obtain authorization for the plan before starting any activity that
presents the potential for lead exposure.
Before starting any activity that presents the potential for lead exposure to employees who have
no prior training, including State employees, provide a safety training program to these employees
that complies with 8 CA Code of Regs § 1532.1 and your lead compliance plan.
Submit copies of air monitoring or job site inspection reports made by or under the direction of
the CIH under 8 CA Code of Regs § 1532.1 within 10 days after the date of monitoring or
inspection.
Supply personal protective equipment, training, and washing facilities required by your lead
compliance plan for 5 State employees.
7-1.02K(6)(j)(iii)-7-1.02L(1) RESERVED
7-1.02L(2) Antitrust Claims
In entering into a public works contract or a subcontract to supply goods, services, or materials
pursuant to a public works contract, the contractor or Subcontract offers and agrees to assign to
the awarding body all rights, title, and interest in and to all causes of action it may have under
section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 36 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
(commencing with § 16700) of Part 2 of Division 7 of the Business and Professions Code), arising
from purchases of goods, services, or materials pursuant to the public works contract or the
subcontract. This assignment shall be made and become effective at the time the awarding body
tenders final payment to the contractor, without further acknowledgment by the parties. [Pub Cont
Code § 7103.5 (b)]
7-1.02M(1)—(2) RESERVED
7-1.02M(3) Surface Mining and Reclamation Act
Imported borrow or aggregate material must come from a surface mine permitted under the
Surface Mining and Reclamation Act of 1975, Pub Res Code § 2710 et seq., or from a source not
subject to this act.
For the list of permitted sites, go to the Department of Conservation, Office of Mine Reclamation
website.
If you import borrow or aggregate material from a surface mine not on this list, submit proof that
the source is not subject to this act.
7-1.02M(4)-7-1.02M(7) RESERVED
7-1.02N RESERVED
7-1.020 Vehicle Code
Under Veh Code § 591, RCTC determines areas within the project limits are open to public traffic.
For those areas, comply with the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the
Veh Code.
Veh Code § 591 does not relieve you or any other person from the duty of exercising due care.
7-1.02P-7-1.02Z RESERVED
7-1.03 PUBLIC CONVENIENCE
Compliance with section 7-1.03 does not relieve you of your responsibility for public safety.
Construction activities must not inconvenience the public or abutting property owners. Coordinate
construction activities affecting property owners with 14 days prior to any impact to the property
owners, and provide property owner the time and duration of impact, potential alternative access
routes, and other information appropriate for the impact. Schedule and conduct work to avoid
unnecessary inconvenience to the public and abutting property owners. Avoid undue delay in
construction activities to reduce the public's exposure to construction.
Where possible, route traffic on new or existing paved surfaces.
Maintain convenient access to driveways, houses, and buildings. When an abutting property
owner's access across the right-of-way line is to be eliminated or replaced under this Contract,
the existing access must not be closed until the replacement access facility is usable. Construct
temporary approaches to a crossing and an intersecting highway.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 37 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Provide a reasonably smooth and even surface for use by traffic at all time during the excavation
of a roadway and construction of an embankment. Before other grading activities, place fill at
culverts and bridges to allow traffic to cross. If ordered by RCTC, excavate a roadway cut in layers
and construct an embankment in partial widths at a time alternating construction from one side to
the other and routing traffic over the side opposite the one under construction. Install or construct
culverts on only 1/2 the width of the traveled way at a time; keep the traveled way portion being
used by traffic open and unobstructed until the opposite side of the traveled way is ready for use
by traffic.
Upon completion of rough grading or placing any subsequent layer, bring the surface of the
roadbed to a smooth and even condition, free of humps and depressions, and satisfactory for the
use of the public.
After subgrade preparation for a specified layer of material has been completed, repair any
damage to the roadbed or completed subgrade, including damage caused by public use.
While subgrade and paving activities are underway, allow the public to use the shoulders. If half -
width paving methods are used, allow the public to use the side of the roadbed opposite the one
under construction. If enough width is available, keep open a passageway wide enough to
accommodate at least 2 lanes of traffic at locations where subgrade and paving activities are
underway. Shape shoulders or reshape subgrade as necessary to accommodate traffic during
subgrade preparation and paving activities.
Apply a dust palliative for the prevention or alleviation of dust nuisance.
If a height differential of more than 0.04 foot is created by construction activities at a joint
transverse to the direction of traffic on the traveled way or a shoulder subject to public traffic,
construct a temporary taper at the joint with a slope complying with the requirements shown in
the following table:
Temaorary Tapers
Height differential
(foot)
Slope (horizontal:vertical)
Taper use of 14 days or less
Taper use of more than 14
days
Greater than 0.08
100:1 or flatter
200:1 or flatter
0.04-0.08
70:1 or flatter
70:1 or flatter
For a taper on existing asphalt concrete or concrete pavement, construct the taper with minor
HMA under section 39-2.07.
Grind existing surfaces to accommodate a minimum taper thickness of 0.10 foot under either of
the following conditions:
1. HMA material such as rubberized HMA, polymer -modified bonded wearing course, or
open -graded friction course is unsuitable for raking to a maximum 0.02 foot thickness at
the edge
2. Taper will be in place for more than 14 days
For a taper on a bridge deck or approach slab, construct the taper with polyester concrete under
section 60-3.04B.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 38 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
The completed surface of the taper must be uniform and must not vary more than 0.02 foot from
the lower edge of a 12-foot straightedge when placed on its surface parallel and perpendicular to
traffic.
If authorized, you may use alternative materials or methods to construct the required taper.
Install signs, lights, flares, Type K temporary railing, barricades and other facilities to direct traffic.
Provide flaggers whenever necessary to direct the movement of the public through or around the
work.
7-1.04 PUBLIC SAFETY
You are responsible to provide for public safety.
Do not construct a temporary facility that interferes with the safe passage of traffic.
Control dust resulting from the work, inside and outside the right-of-way.
Move workers, equipment, and materials without endangering traffic.
Whenever your activities create a condition hazardous to the public, furnish, erect and maintain
those fences, temporary railing, barricades, lights, signs, and other devices and take any other
necessary protective measures to prevent damage or injury to the public.
Any fences, temporary railing, barricades, lights, signs, or other devices furnished, erected and
maintained by you are in addition to those for which payment is provided elsewhere in the
specifications.
Provide flaggers whenever necessary to ensure that the public is given safe guidance through
the work zone. At locations where traffic is being routed through construction under one-way
controls, move your equipment in compliance with the one-way controls unless otherwise ordered.
Use of signs, lights, flags, or other protective devices must comply with the California MUTCD
and any directions of RCTC. Signs, lights, flags or other protective devices must not obscure the
visibility of, nor conflict in intent, meaning, and function of either existing signs, lights and traffic
control devices, or any construction area signs.
Keep existing traffic signals and highway lighting in operation. Other forces within the Department
will perform routine maintenance of these facilities during the work.
Cover signs that direct traffic to a closed area. Except for work specified in section 12, maintaining,
and removing the covers on construction area signs is change order work.
Install temporary illumination such that the illumination and the illumination equipment do not
interfere with public safety. The installation of general roadway illumination does not relieve you
from furnishing and maintaining any protective devices.
Equipment must enter and leave the highway via existing ramps and crossovers and must move
in the direction of traffic. All movements of workmen and construction equipment on or across
lanes open to traffic must be performed in a manner that do not endanger the public. Your vehicles
or other mobile equipment leaving an open traffic lane to enter the construction area must slow
down gradually in advance of the location of the turnoff to give the traffic following an opportunity
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 39 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
to slow down. When leaving a work area and entering a roadway carrying traffic, your vehicles
and equipment must yield to traffic.
Immediately remove hauling spillage from a roadway lane or shoulder open to traffic. When
hauling on roadways, trim loads and remove material from shelf areas to minimize spillage.
Notify RCTC not less than 25 days and not more than 125 days before the anticipated start of an
activity that will change the vertical or horizontal clearance available to traffic, including shoulders.
If vertical clearance is temporarily reduced to 15.5 feet or less, place low clearance warning signs
in compliance with the California MUTCD and any directions of RCTC. Signs must comply with
the dimensions, color, and legend requirements of the California MUTCD and section 12-3.11
except that the signs must have black letters and numbers on an orange retroreflective
background. W12-2P signs must be illuminated so that the signs are clearly visible.
Pave or provide full width continuous and cleared wood walks for pedestrian openings through
falsework. Protect pedestrians from falling objects and concrete -curing water. Extend overhead
protection for pedestrians at least 4 feet beyond the edge of the bridge deck. Illuminate all
pedestrian openings through falsework. Temporary pedestrian facilities must comply with the
California MUTCD, Part 6, Chapter 6D, "Pedestrian and Worker Safety."
Do not store vehicles, material, or equipment in a way that:
1. Creates a hazard to the public
2. Obstructs traffic control devices
Do not install or place temporary facilities used to perform the work which interfere with the free
and safe passage of traffic.
Temporary facilities that could be a hazard to public safety if improperly designed must comply
with design requirements described in the Contract for those facilities or, if none are described,
with standard design criteria or codes appropriate for the facility involved. Submit shop drawings
and design calculations for the temporary facilities and show the standard design criteria or codes
used. Shop drawings and supplemental calculations must be sealed and signed by an engineer
who is registered as a civil engineer in the State. If you appear to be neglectful or negligent in
furnishing warning devices and taking protective measures, RCTC may direct your attention to
the existence of a hazard. You must furnish and install the necessary warning devices. If RCTC
points out the inadequacy of warning devices and protective measures, that action on the part of
RCTC does not relieve you from your responsibility for public safety or abrogate your obligation
to furnish and pay for these devices and measures.
Install Type K temporary railing or other authorized protective systems under any of the following
conditions:
1. Excavations: Where the near edge of the excavation is within 15 feet from the edge of
an open traffic lane
2. Temporarily unprotected permanent obstacles: When the work includes the installation
of a fixed obstacle together with a protective system, such as a sign structure together
with protective railing, and you elect to install the obstacle before installing the protective
system; or you, for your convenience and as authorized, remove a portion of an existing
protective railing at an obstacle and do not replace such railing completely the same day
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 40 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
3. Storage areas: When material or equipment is stored within 15 feet of the edge of an
open traffic lane and the storage is not otherwise prohibited by this Contract
4. Height differentials: When construction operations create a height differential greater
than 0.15 feet within 15 feet of the edge of traffic lane
Installation of Type K temporary railing is not required if an excavation within 15 feet from the
edge of an open traffic lane is protected by any of the following:
1. Steel plate or concrete covers of adequate thickness to prevent accidental entry by
traffic or the public
2. Side slope where the downhill slope is 4:1 (horizontal:vertical) or less unless a naturally
occurring condition
3. Barrier or railing
Offset the approach end of Type K temporary railing a minimum of 15 feet from the edge of an
open traffic lane. Install the temporary railing on a skew toward the edge of the traffic lane of not
more than 1 foot transversely to 10 feet longitudinally with respect to the edge of the traffic lane.
If the 15-foot minimum offset cannot be achieved, the temporary railing must be installed on the
10 to 1 skew to obtain the maximum available offset between the approach end of the railing and
the edge of the traffic lane, and an array of temporary crash cushion modules must be installed
at the approach end of the temporary railing.
Secure Type K temporary railing in place before starting work for which the temporary railing is
required.
If a traffic lane is closed with channelizers for excavation work, move the devices to the adjacent
edge of the traveled way when not excavating. Space the devices as specified for the closure.
Do not move or temporarily suspend anything over a traffic lane open to the public unless the
public is protected.
7-1.05— 7-1.07A RESERVED
7-1.07B Seal Coat Claims
Pay for claims for personal property damage caused by screening and bituminous binder. Seal
coat claims are limited to:
1. 0.1 percent of the Contract Price
2. Damage occurring between the 1st day of screening spreading and 4 days after the last
day of screening spreading for each seal coat location
Within 30 days of the last screening spreading, do the following:
1. Process and resolve all claims reported or submitted to you by the public as follows:
1.1. Within 3 business days of receipt of a claim, submit to the Department a copy of
the claim, a written analysis of the claim, and a statement indicating whether or
not you will pay the claim. If you reject a claim, provide the reasons for rejection
in writing.
1.2. If the claimant becomes dissatisfied with your handling of the claim, immediately
refer the claimant to the local district claims office for assistance in resolving the
claim.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 41 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
2. Submit to RCTC evidence of your paid claims.
All claims presented to RCTC, any district claims office, or the State Board of Control (Govt Code
§ 900 et seq.) are processed and resolved by RCTC as follows:
1. The claims are processed as formal government claims subject to all laws and policies
and are resolved as RCTC determines including referring the claim to you for handling.
2. RCTC or the State Board of Control approves settlement of a claim or is ordered to pay
pursuant to a court order, the claim is paid from funds withheld from you.
3. Within 3 business days of RCTC's determination that you are responsible for resolving
the claim, RCTC sends a copy of the claim to you for resolution or notifies you of
RCTC's decision to resolve the claim.
RCTC withholds an amount not to exceed 0.1 percent of the Contract Price to resolve all claims.
The amount is held no longer than 60 days following the last spreading of screenings so that
RCTC has ample time to resolve any pending claims. After 60 days, any remaining amount
withheld is returned to you.
If no withheld funds remain or have been returned, RCTC may pay any claims and seek
reimbursement from you through an offset or any other legal means. Any reimbursement or offset
to be recovered from you, including all other paid claims, is limited to 10 percent of the Contract
Price.
Section 7-1.07B does not limit your obligation to defend and indemnify the Department and RCTC.
7-1.08-7-1.11 RESERVED
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 42 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
8 PROSECUTION AND PROGRESS
8-1.01 GENERAL
Section 8 includes specifications related to prosecuting this Contract and work progress.
8-1.02 RESERVED
8-1.03 PRECONSTRUCTION CONFERENCE
Attend a preconstruction conference with key personnel, including your assigned representative,
at a time and location determined by RCTC. Submit documents as required before the
preconstruction conference. You may start work before the preconstruction conference.
Be prepared to discuss the topics and documents shown in the following table:
Topic
Document
Potential claim and dispute
resolution
[See Notices in Articles 16 and 23 of the Contract]
Contractor's representation
Assignment of Contractor's representative
Equipment
Equipment list
Labor compliance and equal
employment opportunity
Job site posters and benefit and payroll reports
Material inspection
Notice of Materials to be Used
Materials on hand
Request for Payment for Materials on Hand
Measurements
--
Partnering
--
Quality control
QC plans
Safety
Injury and Illness Prevention Program and job site posters
Schedule
Baseline schedule and Weekly Statement of Working
Days form
Subcontracting
Subcontracting Request
Surveying
Survey Request
Traffic control
Traffic contingency plan and traffic control plans
Utility work
--
Weight limitations
--
Water pollution control
SWPPP or WPCP
Work restrictions
PLACs
Action submittals
--
8-1.04-8-1.16 RESERVED
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 43 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
9 PAYMENT
9-1.01 GENERAL
Section 9 includes specifications related to work that is to be paid for based on unit prices.
9-1.02 MEASUREMENT
9-1.02A General
RCTC determines unit priced quantities under US customary units.
9-1.02B Weighing Equipment and Procedures
9-1.02B(1) General
Measure material quantities for payment with devices that comply with:
1. 4 CA Code of Regs § 4000 et seq.
2. Bus & Prof Code § 12001 et seq.
To determine the material payment quantities, use measuring devices that have been sealed by
the Department of Food and Agriculture's Division of Measurement Standards or its designated
representative.
If a device is not type approved by the Division of Measurement Standards, type approve it under
California Test 109.
Notify RCTC at least 1 Business Day before equipment testing.
Use material plant controllers having elements affecting the data accuracy and delivery that have
been sealed in accordance with the CQMP. Make these elements available to RCTC and the
CQVM for inspection. If the elements are adequate for use, the CQVM seals them. If manipulation
of the security seal occurs, stop material production. Do not resume production until RCTC and
CQVM reinspect the device and the CQVM reseals it.
Measure material paid for by weight on sealed scales regularly inspected by the Department of
Food and Agriculture's Division of Measurement Standards or its designated representative.
Obtain authorization of portable vehicle scale installations before sealing.
9-1.02B(2) Equipment
Each scale must be long enough to fit an entire vehicle or a combination vehicle on the scale
deck. RCTC allows you to weigh a combination vehicle separately if you disconnect the vehicles.
Construct scale undersupports:
1. Using portland cement concrete containing at least 470 pounds of cementitious material
per cubic yard produced from commercial quality materials
2. Such that footing heights are at least 20 inches thick
3. With a bearing surface at least 30 inches wide and bearing pressure on the footing not
over 4,000 lb./sq. ft.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 44 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
In constructing a scale:
1. Provide drainage to prevent water from saturating the ground under the scale
2. Use bulkheads that prevent displacement
3. If shimming is necessary:
3.1. Use securely attached metal shims or grout
3.2. Do not use wedges to shim the supports
3.3. Do not use shim material in excess of 3 inches
4. Install mechanical indicating elements level, plumb, and rigidly mounted on the concrete
undersupports
5. For a hopper scale, rigidly attach the lever systems and mechanical indicating elements
such that no weight is lost from bending or support distortion
Each scale used to determine material payment quantities must be operated by a licensed
weighmaster (Bus & Prof Code § 12700 et seq.).
Submit a public weighmaster's certificate or certified daily summary weigh sheets for each
weighed material quantity. RCTC may witness material weighing and check and compile the daily
scale -weight record.
Each vehicle operator must obtain weight or load slips from the weighmaster. Submit these
records at the delivery point.
9-1.02B(3) Procedures
Each day weigh empty vehicles used to haul material paid for by weight. Each vehicle must have
a legible identification mark. RCTC may verify a material weight by having an empty and loaded
vehicle weighed on any scale RCTC designates.
If imported topsoil, soil amendment, or mulch is measured by volume:
1. Each vehicle must allow for an accurate determination of its contents
2. Unless vehicles are of uniform capacity, each vehicle must have a legible identification
mark showing its volumetric capacity
3. Load vehicles to at least the volumetric capacity
4. Level vehicle loads on arrival at the delivery point
If determining a quantity paid on a volume basis is impractical or if you request and request is
authorized, weigh the material and RCTC converts the result to a volume measurement. RCTC
determines the conversion factors and, if you agree, adopts this method of measurement.
9-1.02C RESERVED
9-1.02D Quantities of Aggregate and Other Roadway Materials
RCTC determines the weights of aggregate and other roadway material that are being paid for by
weight as shown in the following table and does not include the deducted weight of water in their
payment quantities:
Determination of Quantities of Aggregate and Other Roadway Materials
Material
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 45 of 53
Quantity determination
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Aggregate or other roadway
material except as otherwise
shown in this table
By deducting the weight of water in the materiala in
excess of 3 percent of the dry weight of the material
from the weight of the material
Imported borrow, imported
topsoil, AB
By deducting the weight of water in the materiala in
excess of 6 percent of the dry weight of the material
from the weight of the material
Straw
By deducting the weight of water in the materiala in
excess of 15 percent of the dry weight of the material
from the weight of the material
Fiberb
RCTC does not deduct the weight of water
AB and aggregate for CTBs
As specified in section 26 and section 27
NOTE: Percentage of water is determined by California Test 226.
Alsthe time of weighing
bWeight of water in the fibers must not exceed 15 percent of the dry weight of the fiber.
9-1.03 RESERVED
9-1.04 FORCE ACCOUNT
9-1.04A General
For work paid by force account, RCTC compares RCTC's records to your daily force -account
work report. When you and RCTC agree on the contents of the daily force -account work reports,
RCTC accepts the report and RCTC pays for the work. If the records differ, RCTC pays for the
work based only on the information shown on the RCTC's records.
If a Subcontract performs work at force account, accept an additional five(5) percent markup to
the total cost of that work paid at force account, including markups specified in section 9-1.04, as
reimbursement for additional administrative costs.
The markups specified for labor, materials, and equipment include compensation for all delay
costs, overhead costs, and profit which are compensable under the contract.
If an item's unit price is adjusted for work -character changes, RCTC excludes your cost of
determining the adjustment.
Payment for owner -operated labor and equipment is made at the market -priced invoice submitted.
For design work, the cost of labor for non -construction -related work (including design, surveying,
utility coordination, permits, professional environmental services and similar aspects of the Work),
whether provided by Contractor or a Subcontractor, will equal the sum of (1) actual wages (i.e.,
the base wage paid to the employee exclusive of fringe benefits), plus (2) a labor surcharge of
150% on such amount, which shall constitute full compensation for all state and federal payroll,
unemployment and other taxes, workers' compensation, fringe benefits (including health
insurance, retirement plans, vacation, sick leave and bonuses) and all other payments made to,
or on behalf of, the workers, in excess of actual wages, as well as for overhead.
For construction work, the markups set forth below, together with any additional field office and
jobsite overhead costs allowable under Contract Section 13.5.2 constitutes full compensation for
all overhead costs for Work performed on a force account basis as well as for profit thereon.
These overhead costs are deemed to include all items of expense not specifically designated
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 46 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
herein. The total payment made as provided herein is deemed to be the actual cost of the Work
performed on a force account basis, and constitutes full compensation therefor.
9-1.04B Labor (Construction Work)
Labor payment is full compensation for the cost of labor used in the direct performance of the
work plus a 35 percent markup. Force -account labor payment consists of:
1. Employer payment to the worker for:
1.1. Basic hourly wage
1.2. Health and welfare
1.3. Pension
1.4. Vacation
1.5. Training
1.6. Other State- and federal -recognized fringe benefit payments
2. Labor surcharge percentage in Labor Surcharge and Equipment Rental Rates current
during the work paid at force account for:
2.1. Workers' compensation insurance
2.2. Social security
2.3. Medicare
2.4. Federal unemployment insurance
2.5. State unemployment insurance
2.6. State training taxes
3. Subsistence and travel allowances paid to the workers
4. Employer payment to supervisors if authorized
The 35 percent markup consists of payment for all overhead costs related to labor but not
designated as costs of the labor used in the direct performance of the work, including:
1. Home office overhead
2. Field office overhead (including superintendent/general foreman)
3. Bond and insurance costs
4. Profit
5. Labor liability insurance
6. Other fixed or administrative costs that are not costs of the labor used in the direct
performance of the work
9-1.04C Materials
Material payment is full compensation for materials you furnish and use in the work. RCTC
determines the cost based on the material purchase price, including delivery charges, except:
1. 15 percent markup is added
2. Supplier discounts are subtracted whether you took them or not
3. If RCTC believes the material purchase prices are excessive, RCTC pays the lowest
current wholesale price for a similar material quantity
4. If you procured the materials from a source you wholly or partially own, the determined
cost is based on the lower of the:
4.1. Price paid by the purchaser for similar materials from that source on Contract
items
4.2. Current wholesale price for those materials
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 47 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
5. If you do not submit a material cost record within 30 days of billing, the determined cost
is based on the lowest wholesale price:
5.1. During that period
5.2. In the quantities used
9-1.04D Equipment Rental
9-1.04D(1) General
Equipment rental payment is full compensation for:
1. Rental equipment costs, including moving the equipment to and from the change order
work site using its own power.
2. Transport equipment costs for rental equipment that cannot be transported economically
using its own power. No payment is made during transport for the transported
equipment.
3. 15 percent markup.
If you want to return the equipment to a location other than its original location, the payment to
move the equipment must not exceed the cost of returning the equipment to its original location.
If you use the equipment for work other than work paid by force account, the transportation cost
is included in the other work.
Before moving or loading the equipment, obtain authorization for the equipment rental's original
location.
RCTC determines rental costs:
1. Using the rates in Labor Surcharge and Equipment Rental Rates:
1.1. By classifying equipment using manufacturer's ratings and manufacturer -
approved changes.
1.2. Current during the work paid by force account.
1.3. Regardless of equipment ownership; but RCTC uses the rental document rates
or minimum rental cost terms if:
1.3.1. Rented from an equipment business you do not own.
1.3.2. Hourly rate in Labor Surcharge and Equipment Rental Rates is $10.00 per hour
or less.
2. Using the rates established by RCTC for equipment not listed in Labor Surcharge and
Equipment Rental Rates. You may submit cost information that helps RCTC establish
the rental rate; but RCTC uses the rental document rates or minimum rental cost terms
if:
2.1. Rented from an equipment business you do not own.
2.2. RCTC establishes a rate of $10.00 per hour or less.
3. Using rates for transport equipment not exceeding the hourly rates charged by
established haulers.
Equipment rental rates include the cost of:
1. Fuel 7. Repairs and maintenance
2. Oil 8. Depreciation
3. Lubrication 9. Storage
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 48 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
4. Supplies
5. Small tools that are not consumed by use
6. Necessary attachments
10. Insurance
11. Incidentals
RCTC pays for small tools consumed by use. RCTC determines the payment for small tools
consumed by use based on Contractor -submitted invoices.
RCTC may authorize rates in excess of those in the Labor Surcharge and Equipment Rental
Rates if:
1. You submit a request to use rented equipment
2. Equipment is not available from your normal sources or from one of your Subcontracts
3. Rented equipment is from an independent rental company
4. Proposed equipment rental rate is reasonable
5. RCTC authorizes the equipment source and the rental rate before you use the
equipment
RCTC pays for fuel consumed during the operation of rented equipment not included in the
invoiced rental rates.
9-1.04D(2) Equipment On the Job Site
For equipment on the job site at the time required to perform work paid by force account, the time
paid is the time:
1. To move the equipment to the location of work paid by force account plus an equal
amount of time to move the equipment to another location on the job site when the work
paid by force account is completed
2. To load and unload equipment
3. Equipment is operated to perform work paid by force account and:
3.1. Hourly rates are paid in 1/2-hour increments
3.2. Daily rates are paid in 1/2-day increments
9-1.04D(3) Equipment Not On the Job Site and Not Required for Original -Contract Work
For equipment not on the job site at the time required to perform work paid by force account and
not required for the original Contract work, the time paid is the time the equipment is operated to
perform work paid by force account and the time to return the equipment to its source when the
work paid by force account is completed.
The minimum total time paid is:
1. 1 day if daily rates are paid
2. 8 hours if hourly rates are paid
If daily rates are recorded, equipment:
1. Idled is paid as 1/2 day
2. Operated less than 4 hours is paid as 1/2 day
3. Operated 4 hours or more is paid as 1 day
If the minimum total time exceeds 8 hours and if hourly rates are listed, RCTC rounds up hours
operated to the nearest 1/2-hour increment and pays based on the hours shown the following
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 49 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
table. The table does not apply when equipment is not operated due to breakdowns, in which
case rental hours are the hours the equipment was operated.
Equipment Rental Hours
Hours operated
Hours paid
0.0
4.00
0.5
4.25
1.0
4.50
1.5
4.75
2.0
5.00
2.5
5.25
3.0
5.50
3.5
5.75
4.0
6.00
4.5
6.25
5.0
6.50
5.5
6.75
6.0
7.00
6.5
7.25
7.0
7.50
7.5
7.75
>_ 8.0
hours used
9-1.04D(4) Equipment Not On the Job Site and Required for Original -Contract Work
For equipment not on the job site at the time required to perform work paid by force account and
required for the original Contract work, the time paid is the time:
1. To move the equipment to the location of work paid by force account plus an equal
amount of time to move the equipment to a location on the job site or its source when
the work paid by force account is completed
2. Equipment is operated to perform work paid by force account
9-1.04D(5) Non -Owner -Operated Dump Truck Rental
Submit the rental rate for a non -owner -operated dump truck. RCTC determines the payment rate.
Payment for the rental of a non -owner -operated dump truck is for the cost of renting a dump truck,
including its driver. For the purpose of markup payment only, the non -owner -operated dump truck
is rental equipment and the owner is a Subcontract.
9-1.04D(6) Records
Maintain records in such a manner as to provide a clear distinction between the direct costs of
extra Work paid for on a force account basis and the costs of other operations. Records must
provide all other information required under this Contract.
From the above records, furnish RCTC completed daily extra work reports, either on forms
furnished by RCTC or on computerized facsimiles of the RCTC's forms acceptable to the RCTC,
for each day's extra Work to be paid for on a force account basis. Itemize the materials used on
the daily extra work reports, and covering the direct cost of labor and the charges for equipment
rental, whether furnished by Contractor, Subcontractor or other forces, except for charges
described in Section 9-1.05, "Extra Work Performed by Specialists." Provide names or
identifications and classifications of workers, the hourly rate of pay and hours worked, and also
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 50 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
the size, type and identification number of equipment, and hours operated in the daily extra work
reports.
Substantiate material charges by valid copies of vendor's invoices. Submit the invoices with the
daily extra work reports, or if not available, submit the invoices with subsequent daily extra work
reports. Should the vendor's invoices not be submitted within 60 days after the date of delivery
of the material or within 15 days after the acceptance of the contract, whichever occurs first, RCTC
reserves the right to establish the cost of the materials at the lowest current wholesale prices at
which those materials were available in the quantities concerned delivered to the location of Work
less any discounts as provided in Section 9-1.04C.
Daily extra work reports must be signed by Contractor or the Contractor's authorized
representative.
RCTC will compare the RCTC's records with the completed daily extra work reports furnished by
the Contractor and make any necessary adjustments. When these daily extra work reports are
agreed upon and signed by both parties, the reports will become the basis of payment for the
Work performed, but do not preclude subsequent adjustment based on a later audit by the RCTC
or Department.
The Contractor's cost records pertaining to Work paid for on a force account basis is open to
inspection or audit by representatives of the RCTC or Department, during the life of the Contract
and for a period of not less than 5 years after the date of acceptance thereof, and the Contractor
must retain those records for that period. Where payment for materials or labor is based on the
cost thereof to forces other than the Contractor, the Contractor must make every reasonable effort
to ensure that the cost records of those other forces are open to inspection and audit by
representatives of the RCTC or Department on the same terms and conditions as the cost records
of the Contractor. If an audit is to be commenced more than 60 days after the final acceptance
date of the contract, the Contractor will be given a reasonable notice of the time when the audit
is to begin.
9-1.05 EXTRA WORK PERFORMED BY SPECIALISTS
If RCTC determines that you or your Subcontracts are not capable of performing specialty extra
work, a specialist may be used. Itemize the labor, material, and equipment rental costs unless it
is not the special service industry's established practice to provide itemization, in which case,
RCTC accepts current market -priced invoices for the work.
RCTC may accept an invoice as a specialist billing for work performed at an off —job site
manufacturing plant or machine shop.
RCTC determines the cost based on the specialist invoice price minus any available or offered
discounts plus a 10 percent markup.
9-1.06-9-1.08 RESERVED
9-1.11 TIME -RELATED OVERHEAD
9-1.11A General
Section 9-1.11 applies only to those occurrences and events for which Contractor would be
entitled to delay and disruption damages in accordance with Contract Section 16.6.2.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 51 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
9-1.11 B RESERVED
9-1.11C Payment Inclusions
Time -related overhead includes payment for time -related field- and home -office overhead for the
time required to complete the work. It does not include non -time -related costs such as
mobilization, licenses, permits, and other charges incurred once during this Contract. Costs for
home -office overhead are not allowed as part of time -related overhead.
Time -related overhead applies only to Contractor and not to other DB-Related Entities.
The field office overhead includes time -related expenses associated with the normal and recurring
construction activities not directly attributed to the Work under this Contract, including:
1. Salaries, benefits, and equipment costs of:
1.1. Project managers
1.2. General superintendents
1.3. Field office managers
1.4. Field office staff assigned to the project
2. Rent
3. Utilities
4. Maintenance
5. Security
6. Supplies
7. Office equipment costs for the project's field office
The home -office overhead includes the fixed general and administrative expenses for operating
your business, including:
General administration
Insurance
Personnel and Subcontract administration
Purchasing
Accounting
Project engineering and estimating
Time -related overhead does not include the following costs:
Home -office overhead expenses specifically related to:
Your other contracts or other businesses
Equipment coordination
Material deliveries
Consultant and legal fees
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 52 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
Non -time -related costs and expenses such as mobilization, licenses, permits, and other charges
incurred once during this Contract.
Additional overhead involved in incentive/disincentive provisions to satisfy and internal milestone
or multiple calendar requirements
Additional overhead involved in performing additional work that is not controlling activity
Overhead costs incurred by your Subcontractors of any tier or Suppliers
9-1.11 D RESERVED
9-1.11 E RESERVED
9-1.12-9-1.22 RESERVED
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 3
Page 53 of 53
Design -Build Contract
Modified Standard Specifications
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 4
PRELIMINARY BASELINE SCHEDULE
(Note: To be inserted subject to review and approval with RCTC1
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 4
Page 1 of 1
Design -Build Contract
Preliminary Baseline Schedule
Draft Execution Copy: February 12, 2020
56800652.v31
Riverside County Transportation Commission
Express Lanes Connector Project
EXHIBIT 5
RESERVED
Exhibit 5 Design -Build Contract
Page 1 of 1 Reserved
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 6
LISTED SUBCONTRACTORS
Entity Name/Contact
Address of
Head Office
California
Contractor
License and
License Limit
(if applicable)
Public
Works
Contractor
Registration
Number
Scope of Work
Is the Firm a
Major
Subcontractor
(Y/N)
Is the
Firm a
Certified
DBE
T.Y. Lin International
3633 E. Inland Empire Blvd., Ste
900
Ontario, CA 91764
Clark Fernon
P: 619-692-1920
F: 619-692-0634
clark.fernon(a�tvlin.com
345 California
Street, Suite
2300
San Francisco,
CA 94104
N/A
10000166691
Design Management,
Structures Lead,
Highway Design,
Drainage Design,
Traffic Design,
Railroad
Coordination,
Environmental
Y
N
RMA Group
12130 Santa Margarita Court
Rancho Cucamonga, CA 91730
Slawek Dymerski
P: 909-989-7151
F: 909-989-4287
elyon@rmacompanies.com
12310 Santa
Margarita Court
Rancho
Cucamonga,
CA 91730
N/A
DIR
1000006493
Quality Validation,
Testing, and
Inspection
Y
N
Arellano Associates, LLC
5851 Pine Avenue, Suite A
Chino Hills, CA 91709
Genoveva L. Arellano, Principal
P: 909-627-2974
F: 909-628-5804
garellano@arellanoassociates.com
5851 Pine
Avenue, Suite A
Chino Hills, CA
91709
N/A
PW-LR-
1000446549
Public Outreach,
Communications,
Stakeholder
Engagement
N
N
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 6
Page 1 of 4
Design -Build Contract
Listed Subcontractors
Draft Execution Copy: February 12, 2020
56800652.v31
Entity Name/Contact
Address of
Head Office
California
Contractor
License and
License Limit
(if applicable)
Public
Works
Contractor
Registration
Number
Scope of Work
Is the Firm a
Major
Subcontractor
(Y/N)
Is the
Firm a
Certified
DBE
CNS Engineers, Inc.
11870 Pierce Street, Suite 265
Riverside, CA 92505
James Lu, CEO/President
P: 951-587-1005
F: N/A
james.lu@cnsenginc.com
11870 Pierce
Street, Suite
265
Riverside, CA
92505
N/A
1000061180
Structural Design
N
N
Converse Consultants
717 S. Myrtle Avenue
Monrovia, CA 91016
Norman Eke, Senior Vice
President
P: 626-930-1260
F: 626-930-1212
neke@converseconsultants.com
717 S. Myrtle
Avenue
Monrovia, CA
91016
N/A
1000001465
Environmental
(Hazardous
Materials)
N .
N
Earth Mechanics, Inc.
17800 Newhope Street, Suite
B Fountain Valley, CA 92708
Hubert Law, PhD, PE,
Principal P: 714-751-3826
F: 714-751-3928
h.law@earthmech.com
17800
Newhope
Street, Suite B
Fountain Valley,
CA 92708
N/A
1000018020
Geotechnical and
Earthquake
Engineering
N
Y
Guida Surveying, Inc.
9241 Irvine Blvd., Suite 100
Irvine, CA 92618
Bernie Mclnally, PLS, Executive
Vice President
P: 949-777-2000
F: 949-777-2050
bmcinally@guidainc.com
9241 Irvine
Blvd., Suite 100
Irvine, CA
92618
N/A
1000006862
Land Surveying and
Mapping
N
N
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 6
Page 2 of 4
Design -Build Contract
Listed Subcontractors
Draft Execution Copy: February 12, 2020
56800652.v31
Entity Name/Contact
Address of
Head Office
California
Contractor
License and
License Limit
(if applicable)
Public
Works
Contractor
Registration
Number
Scope of Work
Is the Firm a
Major
Subcontractor
(Y/N)
Is the
Firm a
Certified
DBE
Iteris, Inc.
1700 Carnegie Ave., Suite 100
Santa Ana, CA 92705
Ramin Massoumi
P: 949-270-9647
F: N/A
sdb@iteris.com
1700 Carnegie
Ave., Suite 100
Santa Ana, CA
92705
N/A
1000014053
Tolling Coordination
and Communication
Design
N
N
LIN Consulting, Inc.
21660 Copley Drive, Suite 270
Diamond Bar, CA 91765
William Sun
P: 909-396-6850
F: 909-396-8150
shou@linconsulting.com
21660 Copley
Drive, Suite 270
Diamond Bar,
CA 91765
N/A
DIR
1000042783
Traffic Engineering
and Electrical and
Lighting
N
N
LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
Mike Trotta, CEO
P: 949-553-0666
F: N/A
Mike.trotta@lsa.net
20 Executive
Park, Suite 200
Irvine, CA
92614
N/A
N/A
CEQA/NEPA
Environmental
Revalidations,
regulatory permits,
environmental
compliance for air
quality, noise,
biological resources,
and cultural
resources
N
N
Lynn Capouya, Inc.
17992 Mitchell South, Suite 110
Irvine, CA 92614
Lynn Capouya, President
P: 949-756-0150
F: 949-756-1635
17992 Mitchell
South, Suite
110
Irvine, CA
92614
N/A
1000030336
Landscape
Architectural Design
N
N
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 6
Page 3 of 4
Design -Build Contract
Listed Subcontractors
Draft Execution Copy: February 12, 2020
56800652.v31
Entity Name/Contact
Address of
Head Office
California
Contractor
License and
License Limit
(if applicable)
Public
Works
Contractor
Registration
Number
Scope of Work
Is the Firm a
Major
Subcontractor
(Y/N)
Is the
Firm a
Certified
DBE
lynn@Icapouya.com
WRECO
1243 Alpine Road, Suite 108
Walnut Creek, CA 94596
Han -Bin Liang, Ph.D., P.E.
President
P: 925-941-0017
F: 925-941-0018
info@wreco.com
1243 Alpine
Road, Suite 108
Walnut Creek,
CA 94596
N/A
N/A
Hydrology/Hydraulics,
Drainage Design
N
Y
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 6
Page 4 of 4
Design -Build Contract
Listed Subcontractors
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 7
SUBCONTRACTOR IDENTIFICATION FORM
Subcontractor Name,
Address, Telephone
No., License Number
Description of
Subcontract Work
Dollar Amount of
Subcontract
Est. Time of
Performance
T.Y. Lin International
345 California Street,
Suite 2300
San Francisco, CA
94104
(619) 692-1920
Design Management,
Structures Lead,
Highway Design,
Drainage Design,
Traffic Design,
Railroad
Coordination,
Environmental
$8,056,393
40 months
RMA Group
12130 Santa Margarita
Court
Rancho Cucamonga, CA
91730
(909) 989-7151
Quality Validation,
Testing, and
Inspection
$6,172,649
26 months
Arellano Associates, LLC
5851 Pine Avenue, Suite
A
Chino Hills, CA 91709
(909) 627-2974
Public Outreach,
Communications,
Stakeholder
Engagement
$115,000
36 months
CNS Engineers, Inc.
11870 Pierce Street,
Suite 265
Riverside, CA 92505
(951) 587-1005
Structural Design
317,161
24 months
Converse Consultants
717 S. Myrtle Avenue
Monrovia, CA 91016
(626) 930-1260
Environmental
(Hazardous
Materials)
$59.849
3 months
Earth Mechanics, Inc.
17800 Newhope
Street, Suite B
Fountain Valley, CA
92708
(714) 751-3826
Geotechnical and
Earthquake
Engineering
$1,438,541
24 months
Guida Surveying, Inc.
9241 Irvine Blvd., Suite
100
Irvine, CA 92618
Vice President
(949) 777-2000
Land Surveying and
Mapping
$231,065
3 months
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 7
Page 1 of 2
Design -Build Contract
Subcontractor Identification Form
Draft Execution Copy: February 12, 2020
56800652.v31
Iteris, Inc.
1700 Carnegie Ave.,
Suite 100
Santa Ana, CA 92705
(949) 270-9647
Tolling Coordination
and Communication
Design
$563,375
36 months
LIN Consulting, Inc.
21660 Copley Drive,
Suite 270
Diamond Bar, CA 91765
(909) 396-6850
Traffic Engineering
and Electrical &
Lighting
$1,254,226
36 months
LSA Associates, Inc.
20 Executive Park, Suite
200
Irvine, CA 92614
(949) 553-0666
CEQA/NEPA
Environmental
Revalidations,
regulatory permits,
environmental
compliance for air
quality, noise,
biological resources,
and cultural
resources
$564,932
36 months
Lynn Capouya, Inc.
17992 Mitchell South,
Suite 110
Irvine, CA 92614
(949) 756-0150
Landscape
Architectural Design
$131,749
36 months
WRECO
1243 Alpine Road, Suite
108
Walnut Creek, CA 94596
(925) 941-0017
Hydrology/Hydraulics,
Drainage Design
$144,446
3 months
DB Contractor: Myers -Rados, a Joint Venture
Date:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 7
Page 2 of 2
Design -Build Contract
Subcontractor Identification Form
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 8
BONDS
8-A Form of Performance Bond
8-B Form of Payment Bond
8-C Form of Warranty Bond
Riverside County Transportation Commission Exhibit 8 Design -Build Contract
Express Lanes Connector Project Page 1 of 1 Bonds
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 8-A
FORM OF PERFORMANCE BOND
(NOTE TO PROPOSER: EXECUTED COPY OF PERFORMANCE BOND TO BE ATTACHED
TO EXECUTED CONTRACT AS EXHIBIT 8-A]
Bond No.
KNOW ALL MEN BY THESE PRESENTS,
Contract No.: 19-31-074-00
THAT WHEREAS, the Riverside County Transportation Commission, a public entity of the
State of California ("RCTC" as the primary Obligee) has awarded to Myers -Rados, A Joint Venture
("Principal"), a Design -Build Contract (as amended from time to time, the "Contract"), which
Contract is specifically incorporated by reference in this bond, for the design and construction of
the 15/91 Express Lanes Connector Project (the "Project") through a design -build method of
procurement, as authorized under Section 6820 et. seq. of the Public Contract Code;
AND WHEREAS, it is one of the conditions of the Contract that these presents shall be
executed;
NOW THEREFORE, We the undersigned Principal and Travelers Casualty and Surety
Company of America (the "Surety" or "Co -Sureties"), an admitted surety insurer in the State of
California, are held and firmly bound unto RCTC, in the sum of Nine Million and Six Hundred
Thousand Dollars ($9,600,000.00), subject to: (a) increase in accordance with the NTP2 Rider
(form attached, to be executed as a condition to issuance of NTP2) as (the "Bonded Sum"), or (b)
the replacement of this Bond in accordance with Section 10.1.1(b)(ii) of the Contract, to be paid
to RCTC for which payment, well and truly to be made, we bind ourselves, our heirs, executors
and administrators, successors and assigns, jointly and severally firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT:
1. The Contract is incorporated by reference in this Bond. Unless the context otherwise
requires, capitalized terms used but not separately defined in this Bond have the meaning given
to them in the Contract.
2. If the Principal, or its heirs, executors, administrators, successors or assigns, shall in all
things stand to and abide by and well and truly keep and perform all covenants, conditions,
agreements, obligations and work under the Contract, including any and all amendments,
supplements, and alterations made to the Contract as therein provided, on Principal's part to be
kept and performed at the time and in the manner therein specified, and shall indemnify, defend
and save harmless RCTC and all other Indemnified Parties, as therein stipulated, then this
obligation shall become and be null and void; otherwise, it shall be and remain in full force and
effect.
3. This Bond shall cover the cost to perform all the obligations of the Principal pursuant to
the Contract.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 1 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
4. The obligations covered by this Bond specifically include the performance of each and
every obligation of Principal under the Contract including its liability for Liquidated Damages and
warranties as specified in the Contract, but not to exceed the Bonded Sum.
5. The Surety (or Co -Sureties) agree(s) that no change, extension of time, alterations,
additions, omissions or other modifications of the terms of any of the Contract, or in the work to
be performed with respect to the Project, or in the specifications or plans, or any change or
modification of any terms of payment or extension of time for any payment pertaining or relating
to any of the Contract, or any rescission or attempted rescission of this Bond, solely due to acts
of Principal, or any fraud practiced by any other person other than RCTC seeking to recover from
this Bond, shall in any way affect its obligations on this Bond, and it hereby waives notice of such
changes, extension of time, alterations, additions, omissions or other modifications.
6. The Surety (or Co -Sureties) agree(s) that payments made to contractors and suppliers to
satisfy claims on the payment bond do not reduce the Surety's legal obligations under this Bond.
Payments made to contractors or suppliers under any agreement where the Surety has arranged
for completion of the work to satisfy this Bond will not be considered payment bond claims.
7. Whenever Principal is in default under the Contract, provided that RCTC is not then in
material default under the Contract, the Surety (or Co -Sureties) shall promptly:
(a) remedy such default, or
(b) complete the work and perform the obligations covered by this Bond in accordance
with the terms and conditions of the Contract then in effect, or
(c) select a contractor or contractors to complete all work and perform all obligations
covered by this Bond for which a notice to proceed has been issued in accordance with
the terms and conditions of the Contract, using a contractor or contractors approved by
RCTC (provided, however, that the Surety may not select Principal or any affiliate of
Principal to complete the work and perform the obligations for and on behalf of the Surety
without RCTC's express written consent, in its sole discretion), arrange for a contract that
contains substantially the same terms and conditions of the Contract between such
contractor or contractors and RCTC, and make available as work progresses (even though
there should be a default or a succession of defaults under such contract or contracts of
completion arranged under this paragraph) sufficient funds to pay the cost of completion
less the unpaid balance of the Contract Price; but not exceeding, including other costs
and damages for which the Surety (or Co -Sureties) is (are) liable hereunder, the Bonded
Sum.
8. If Surety does not proceed as provided in Paragraph 7 of this Bond with reasonable
promptness, Surety shall be deemed to be in default on this Bond fifteen days after receipt of an
additional written notice from RCTC to Surety demanding that Surety perform its obligations under
this Bond, and RCTC shall be entitled to enforce any remedy available to RCTC.
9. The guarantees contained herein shall survive Final Acceptance of the Work called for in
the Contract with respect to those obligations of Principal which survive such Final Acceptance.
10. [Use in case of multiple or co -sureties] The Co -Sureties agree to empower a single
representative with authority to act on behalf of all of the Co -Sureties with respect to this Bond,
so that RCTC will have no obligation to deal with multiple sureties under this Bond. All
correspondence from RCTC to the Co -Sureties and all claims under this Bond shall be sent to
such designated representative. The designated representative may be changed only by delivery
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 2 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
of written notice (by personal delivery or by certified mail, return receipt requested) to RCTC
designating a single new representative, signed by all of the Co -Sureties. The initial
representative shall be
IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of
, 20 .
Correspondence or claims relating to this Bond
should be sent to the Surety (or Sureties at the
following address:
[Note: If more than one surety, then
add appropriate number of lines to
signature block.]
(Principal's name, title, and signature)
Surety
By:
Attorney -in -Fact
NOTE: Signatures of those executing for the Surety (or Co -Sureties) must be properly
acknowledged, and a Power of Attorney attached.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 3 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
STATE OF CALIFORNIA
) ss.
COUNTY OF
On before me, , a notary
public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 4of8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
FORM OF MULTIPLE OBLIGEE RIDER
(Performance Bond)
MULTIPLE OBLIGEE RIDER
This Rider is executed concurrently with and shall be attached to and form a part of
Performance Bond No.
WHEREAS, on or about the day of , 20_,
, (hereinafter called "Principal"), entered into a Design -Build Contract
bearing the date of , 20 (as amended from time to time, hereinafter called the
"Contract") with Riverside County Transportation Commission, a public entity of the State of
California (hereinafter called "ROTC" as the primary Obligee) for the design and construction of
the 15/91 Express Lanes Connector Project; and
WHEREAS, initially capitalized terms not otherwise defined herein shall have the
meanings set forth in the Contract; and
WHEREAS, RCTC requires that Principal provide a performance bond and that the
California Department of Transportation (the "Department"), and
be named as additional obligees under the performance bond;
and
WHEREAS, Principal and (the "Surety" or Co -Sureties") have agreed to
execute and deliver this Rider concurrently with the execution of the Performance Bond
No. (hereinafter referred to as the "Performance Bond") upon the conditions herein
stated.
NOW, THEREFORE, the undersigned hereby agree and stipulate as follows:
The Department is hereby added to the Performance Bond as named obligee (hereinafter
referred to as "Additional Obligees").
The Surety shall not be liable under the Performance Bond to RCTC, the Additional
Obligees, or any of them, unless RCTC, the Additional Obligees, or any of them shall make
payments to Principal (or in the case the Surety arranges for completion of the Contract, to the
Surety) in accordance with the terms of the Contract as to payments and shall perform all other
obligations to be performed under the Contract in all material respects at the time and in the
manner therein set forth such that no material default by RCTC shall have occurred and be
continuing under the Contract.
The aggregate liability of the Surety under the Performance Bond, to any or all of the
obligees, as their interests may appear, is limited to the penal sum of the Performance Bond. The
Additional Obligees' rights under this Bond are subject to the same defenses Principal and/or the
Surety have against RCTC. The total liability of the Surety shall in no event exceed the amount
recoverable from Principal by RCTC under the Contract.
The Surety may, at its option, make any payments under the Performance Bond by check
issued jointly to all of the obligees.
It is further understood and agreed that nothing contained in this Rider shall be held to
change, alter or vary the terms of the attached Performance Bond except as set forth hereinabove.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 5 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
In the event of a conflict between the Performance Bond and this Rider, this Rider shall govern
and control. All references to the Performance Bond, either in the Performance Bond or in this
Rider, shall include and refer to the Performance Bond as supplemented and amended by this
Rider. Except as herein modified, the Performance Bond shall be and remains in full force and
effect.
The Rider may be executed in two or more counterparts, each of which shall be deemed
to be an original, but which together shall constitute one and same instrument.
Signed, sealed and dated this day of , 20_
(Principal) (Seal)
By:
(Title)
(Surety) (Seal)
By:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 6 of 8
Attorney -in -fact
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
FORM OF NTP2 RIDER (OPTIONAL)
To be attached to and form a part of
Bond No.:
(Performance Bond)
Type of
Bond: Performance Bond
dated
effective (Month — Day — Year)
[Principal]
and by , as Surety,
in favor of Riverside County Transportation Commission
(RCTC — PRIMARY OBLIGEE)
and California Department of Transportation
(ADDITIONAL OBLIGEE)
In consideration of the mutual agreements herein contained Principal and the Surety hereby
consent to the following:
The Bonded Sum is hereby increased to the amount of $164,840,000.00.
Nothing herein contained shall vary, alter or extend any provision or condition of this bond
except as herein expressly stated.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 7 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
This rider is
effective (Month — Day — Year)
Signed and
Sealed (Month — Day — Year)
By:
(Principal)
(Surety)
By:
Attorney -in- Fact
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-A
Page 8 of 8
Design -Build Contract
Form of Performance Bond
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 8-B
FORM OF PAYMENT BOND
NOTE TO PROPOSER: EXECUTED COPY OF PAYMENT BOND TO BE ATTACHED TO
EXECUTED CONTRACT AS EXHIBIT 8-B7
Bond No.
KNOW ALL MEN BY THESE PRESENTS,
Contract No.: 19-31-074-00
THAT WHEREAS, the Riverside County Transportation Commission, a public entity of the
State of California ("RCTC" as the primary oblige) has awarded to Myers -Rados, A Joint Venture
("Principal"), a Design -Build Contract (as amended from time to time, the "Contract") for the design
and construction of the 15/91 Express Lanes Connector Project (the "Project") through a design -
build method of procurement, as authorized under Section 6820 et. seq. of the Public Contract
Code;
AND WHEREAS, it is one of the conditions of the Contract that these presents shall be
executed;
NOW THEREFORE, We the undersigned Principal and Travelers Casualty and Surety
Company of America (the "Surety" or "Co -Sureties"), an admitted surety insurer in the State of
California, are held and firmly bound unto RCTC, in the sum of Nine Million and Six Hundred
Thousand Dollars ($9,600,000.00), subject to: (a) increase in accordance with the NTP2 Rider
(form attached hereto, to be executed as a condition to issuance of NTP2) (the "Bonded Sum"),
or (b) the replacement of this Bond in accordance with Section 10.1.2(b)(ii) of the Contract, for
the payment whereof, well and truly to be paid to RCTC, we bind ourselves, our heirs,
successors, executors, administrators, and assigns, jointly and severally firmly by these
presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT:
1. The Contract is incorporated by reference in this Bond. Unless the context otherwise
requires, capitalized terms used but not separately defined in this Bond have the meaning given
to them in the Contract.lf said Principal, or its subcontractors, or their respective heirs, executors,
administrators, successors or assigns, shall fail to pay:
(a) any of the persons named in California Civil Code section 9100 involved in
prosecution of the Work, including the design and engineering services or construction
services, as provided for in the Contract, or
(b) any amounts due under the Unemployment Insurance Code, with respect to work
or labor performed by such claimant under the Contract or subcontracts, or
(c) any amounts required to be deducted, withheld, and paid over to the Franchise
Tax Board from the wages of employees of the Principal and its subcontractors pursuant
to Revenue and Taxation Code Section 18662 et seq. with respect to such work and labor,
or
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-B
Page 1 of 5
Design -Build Contract
Form of Payment Bond
Draft Execution Copy: February 12, 2020
56800652.v31
(d) anyone required to be paid by law,
then the Surety (or Co -Sureties) herein shall pay for the same, in an aggregate amount
not exceeding the sum specified in this Bond, otherwise the above obligation shall be null
and void. In case suit is brought upon this Bond, the Surety (or Co -Sureties) will pay
reasonable attorney's fee to be fixed by the court.
2. This Bond shall inure to the benefit of any of the persons named in Civil Code section
9100 or anyone required to be paid by law under the Contract so as to give a right of action to
such persons or their assigns in any suit brought upon this Bond.
3. The Surety (or Co -Sureties) agree(s) that no change, extension of time, alterations,
additions, omissions or other modifications of the terms of the Contract, or in the work to be
performed with respect to the Project, or in the specifications or plans, or any change or
modification of any terms of payment or extension of time for any payment pertaining or relating
to the Contract, or any rescission or attempted rescission of this Bond, solely due to acts of
Principal, or any fraud practiced by any other person other than the claimant seeking to recover
from this Bond, shall in any way affect its obligations on this Bond, and it hereby waives notice of
such changes, extension of time, alterations, additions, omissions or other modifications.
4. This Bond shall cover all payment obligations under the Contract.
5. [Use in case of multiple or co-sureties]_The Co -Sureties agree to empower a single
representative with authority to act on behalf of all of the Co -Sureties with respect to this Bond,
so that RCTC and claimants will have no obligation to deal with multiple sureties under this Bond.
All correspondence from RCTC or claimants to the Co -Sureties and all claims under this Bond
shall be sent to such designated representative. The designated representative may be changed
only by delivery of written notice (by personal delivery or by certified mail, return receipt requested)
to RCTC designating a single new representative, signed by all of the Co -Sureties. The initial
representative shall be
IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of
, 20 .
Correspondence or claims relating to this Bond
should be sent to the Surety (or Sureties at the
following address:
[Note: If more than one surety, then
add appropriate number of lines to
signature block.]
NOTE: Signatures of those executing for the
acknowledged, and a Power of Attorney attached.
Riverside County Transportation Commission
Express Lanes Connector Project
(Principal's name, title, and signature)
Surety
By:
Attorney -in -Fact
Surety (or Co -Sureties) must be properly
Exhibit 8-B
Page 2 of 5
Design -Build Contract
Form of Payment Bond
Draft Execution Copy: February 12, 2020
56800652.v31
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
STATE OF CALIFORNIA
) ss.
COUNTY OF
On before me, , a notary
public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-B
Page 3 of 5
Design -Build Contract
Form of Payment Bond
Draft Execution Copy: February 12, 2020
56800652.v31
FORM OF NTP2 RIDER (OPTIONAL)
To be attached to and form part of
Bond No.:
(Payment Bond)
Type of
Bond: Payment Bond
dated
effective (Month — Day — Year)
[Principal]
and by , as Surety,
in favor of Riverside County Transportation Commission
(RCTC — PRIMARY OBLIGEE)
and California Department of Transportation
(ADDITIONAL OBLIGEE)
In consideration of the mutual agreements herein contained Principal and the Surety hereby
consent to the following:
The Bonded Sum is hereby increased to the amount of $164,840,000.00.
Nothing herein contained shall vary, alter or extend any provision or condition of this bond
except as herein expressly stated.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-B
Page 4 of 5
Design -Build Contract
Form of Payment Bond
Draft Execution Copy: February 12, 2020
56800652.v31
This rider is
effective (Month — Day — Year)
Signed and
Sealed (Month — Day — Year)
By:
(Principal)
(Surety)
By:
Attorney -in- Fact
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-B
Page 5 of 5
Design -Build Contract
Form of Payment Bond
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 8-C
FORM OF WARRANTY BOND
Contract No. 19-31-074-00
Bond No.
KNOW ALL MEN BY THESE PRESENTS,
THAT WHEREAS, the Riverside County Transportation Commission, a California
public entity (the "Obligee") has awarded to Myers -Rados, A Joint Venture
(the "Principal"), a Design -Build Contract (as amended from time to time, the
"Contract"), which Contract is specifically incorporated by reference in this Bond, for the
design and construction of the 15/91 Express Lanes Connector Project (the "Project")
through a design -build method of procurement, as authorized under Section 6820 et.
seq. of the Public Contract Code;
AND WHEREAS, initially capitalized terms not otherwise defined in this Bond have the
meaning given in the Contract;
AND WHEREAS, as a condition to Final Acceptance and release of the Performance
Bond and Payment Bond, Principal is required to furnish a bond (this "Bond")
guaranteeing the faithful performance of its obligations under the Contract after Final
Acceptance, including payments owing to persons named in California Civil Code
Section 9100;
NOW THEREFORE, We the undersigned Principal and
(the "Surety" or "Co -Sureties"), an admitted surety insurer in the State of California, are
held and firmly bound unto the Obligee, in the sum of Sixteen Million Four Hundred and
Eighty Four Thousand Dollars ($16,484,000.00) (the "Bonded Sum"), for which
payment, well and truly to be made, we bind ourselves, our heirs, executors and
administrators, successors and assigns, jointly and severally firmly by these presents.
THE CONDITION OF THIS BOND IS SUCH THAT, if Principal shall promptly and
faithfully perform all of its obligations under the Contract, as they may be amended or
supplemented, including without limitation the performance of all Plant Establishment
Work, Warranty Work, enforcement of Subcontractor warranties, and payment of claims
as described in paragraph 5 below, then the obligations under this Bond shall be null
and void; otherwise this Bond shall remain in full force and effect, it being expressly
understood and agreed that the liability of Surety for any and all claims hereunder shall
in no event exceed the Bonded Sum.
The following terms and conditions shall apply with respect to this Bond:
1. The Contract is incorporated by reference into this Bond.
2. If the above bound Principal, or its heirs, executors, administrators, successors
or assigns, shall in all things stand to and abide by and well and truly keep and perform
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 1 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
the covenants, conditions, obligations and agreements in the Contract, including any
and all amendments, supplements, and alterations made to the Contract as therein
provided, on the Principal's part to be kept and performed at the time and in the
manner therein specified, and shall indemnify, defend and save harmless the Obligee
and all other Indemnified Parties, as therein stipulated, then this obligation shall become
and be null and void; otherwise, it shall be and remain in full force and virtue.
3. This Bond shall cover the cost to perform all the obligations of the Principal
pursuant to the Contract, including warranty Work. The obligations covered by this
Bond specifically include all payment obligations, liability for damages and warranties as
specified in the Contract, but not to exceed the Bonded Sum.
4. Whenever the Principal shall be, and is declared by the Obligee to be, in default
under the Contract, the Surety (or Co -Sureties) shall promptly:
(a) remedy such default, or
(b) complete the work and perform the obligations covered by this Bond in
accordance with the terms and conditions of the Contract then in effect, or
(c) select a contractor or contractors to complete the work and perform the
obligations covered by this Bond in accordance with the terms and conditions of the
Contract then in effect, using a contractor or contractors approved by the Obligee in its
sole discretion, arrange for a contract that contains substantially the same terms and
conditions of the Contract between such contractor or contractors and the Obligee, and
make available as work progresses (even though there should be a default or a
succession of defaults under such contract or contracts of completion arranged under
this paragraph) sufficient funds to pay the cost of completion less the unpaid balance of
the Contract Price; but not exceeding, including other costs and damages for which the
Surety (or Co -Sureties) is (are) liable hereunder, the Bonded Sum.
5. This Bond shall inure to the benefit of the persons named in Civil Code
Section 9100 or anyone required to be paid by law under the Contract so as to give a
right of action to such persons or their assigns in any suit brought upon this Bond. The
obligations covered by this Bond specifically include:
(a) payments owing to any of the persons named in California Civil Code
Section 9100 involved in prosecution of the Work, including the design and engineering
services or construction services, as provided for in the Contract, or
(b) any amounts due under the Unemployment Insurance Code, with respect
to work or labor performed by such claimant under the Contract or subcontracts, or
(c) any amounts required to be deducted, withheld, and paid over to the
Franchise Tax Board from the wages of employees of the Principal and its
subcontractors pursuant to Revenue and Taxation Code Section 18662 et seq. with
respect to such work and labor, and
(d) any other payments owing to anyone required to be paid by law.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 2 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
In case suit is brought to enforce the provisions of this paragraph 5, the Surety (or Co -
Sureties) will pay a reasonable attorney's fee, to be fixed by the court.
6. The Surety (or Co -Sureties) agree(s) that no change, extension of time,
alterations, additions, omissions or other modifications of the terms of the Contract, or
in the work to be performed with respect to the Project, or in the specifications or plans,
or any change or modification of any terms of payment or extension of time for any
payment pertaining or relating to the Contract, or any rescission of this Bond, solely due
to acts of Principal, or any fraud practiced by any other person other than the claimant
seeking to recover this Bond, shall in any way affect its obligations on this Bond, and it
does hereby waive notice of such changes, extension of time, alterations, additions,
omissions or other modifications.
7. [Use in case of multiple or co -sureties] The Co -Sureties agree to empower a
single representative with authority to act on behalf of all of the Co -Sureties with
respect to this Bond, so that the Obligee and claimants will have no obligation to deal
with multiple sureties hereunder. All correspondence from the Obligee or claimants to
the Co -Sureties and all claims under this Bond shall be sent to such designated
representative. The designated representative may be changed only by delivery of
written notice (by personal delivery or by certified mail, return receipt requested) to the
Obligee designating a single new representative, signed by all of the Co -Sureties. The
initial representative shall be
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 3 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
In witness whereof, we have hereunto set our hands and seals on this
day of
NOTE: Signatures of those executing for the Surety (or Co -Sureties) must be properly
acknowledged, and a Power of Attorney attached.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 4 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
STATE OF )
) ss.
COUNTY OF
On
before me, , a
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(AFFIX NOTARIAL SEAL)
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 5 of 7
NOTARY PUBLIC
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
FORM OF MULTIPLE OBLIGEE RIDER
(Warranty Bond)
MULTIPLE OBLIGEE RIDER
This Rider is executed concurrently with and shall be attached to and form a part of
Warranty Bond No.
WHEREAS, on or about the day of , 20 ,
, (hereinafter called the "Principal"), entered into a Design -
Build Contract bearing the date of , 20 (as amended from time to
time, hereinafter called the "Contract") with Riverside County Transportation Authority, a
California public entity (hereinafter called the "Primary Obligee") for the design and
construction of the 15/91 Express Lanes Connector Project (the "Project") through a
design -build method of procurement, as authorized under Section 6820 et. seq. of the
Public Contract Code; and
WHEREAS, initially capitalized terms not otherwise defined herein shall have the
meanings set forth in the Contract; and
WHEREAS, the Primary Obligee requires that the Principal provide a performance bond
and that the California Department of Transportation (the "Department") be named as
additional obligee under the performance bond; and
WHEREAS, the Principal and (the "Surety" or Co -Sureties") have
agreed to execute and deliver this Rider concurrently with the execution of the Warranty
Bond No. (hereinafter referred to as the "Warranty Bond") upon the
conditions herein stated.
NOW, THEREFORE, the undersigned hereby agree and stipulate as follows:
1. The Department is hereby added to the Warranty Bond as named obligee
(hereinafter referred to as "Additional Obligee").
2. The Surety shall not be liable under the Warranty Bond to the Primary Obligee,
the Additional Obligee, or any of them, unless the Primary Obligee, the Additional
Obligee, or any of them shall make payments to the Principal (or in the case the
Surety arranges for completion of the Contract, to the Surety) in accordance with
the terms of the Contract as to payments and shall perform all other obligations
to be performed under the Contract in all material respects at the time and in the
manner therein set forth such that no material default by the Primary Obligee
shall have occurred and be continuing under the Contract.
3. The aggregate liability of the Surety under the Warranty Bond, to any or all of the
obligees, as their interests may appear, is limited to the penal sum of the
Warranty Bond. The Additional Obligees' rights hereunder are subject to the
same defenses the Principal and/or the Surety have against the Primary Obligee.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 8-C
Page 6 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
The total liability of the Surety shall in no event exceed the amount recoverable
from the Principal by the Primary Obligee under the Contract.
4. The Surety may, at its option, make any payments under the Warranty Bond by
check issued jointly to all of the obligees.
5. It is further understood and agreed that nothing contained in this Rider shall be
held to change, alter or vary the terms of the attached Warranty Bond except as
set forth hereinabove. In the event of a conflict between the Warranty Bond and
this Rider, this Rider shall govern and control. All references to the Warranty
Bond, either in the Warranty Bond or in this Rider, shall include and refer to the
Warranty Bond as supplemented and amended by this Rider. Except as herein
modified, the Warranty Bond shall be and remains in full force and effect.
6. The Rider may be executed in two or more counterparts, each of which shall be
deemed to be an original, but which together shall constitute one and same
instrument.
Signed, sealed and dated this day of , 20 .
Riverside County Transportation Commission
Express Lanes Connector Project
(Principal)
By:
(Seal)
(Title)
(Surety)
(Seal)
By:
, Attorney -in -Fact
Exhibit 8-C
Page 7 of 7
Design -Build Contract
Form of Warranty Bond
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 9
INVOICE AND INVOICE CERTIFICATE
9-A Invoice
9-B Invoice Certificate
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 9
Page 1 of 1
Design -Build Contract
Invoice and Invoice Certificate
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 9-A
INVOICE
DB CONTRACTOR
1234 XXXXX Rd, Suite 123 - City, California ZIP CODE - (999) 999-9999 - Fax: (999) 999-9999 -
www.DesignBuilder.com
DATE: MM/DD/YYYY
Michael Blomquist
Toll Program Director
Riverside County Transportation Commission
4080 Lemon Street, Third Floor
Riverside, California 92502
Attention: Accounts Payable
Reference: DB Invoice
Project Design and Construction (DB) No:
Activities for the 15/91 Express Lanes Connector Project (ELC) Month
Contract No. 19-31-074-00
Invoice # 001; February 20xx
Agency's Project No:
DB Job No:
1
YYYY
XX-XX-XXX-
XX
123456
For professional, technical, and construction services rendered in connection with Design -Build Contract for 15/91
Express Lanes Connector Project. Contract No. 19-31-074-00 (Notice to Proceed # 1 and 2)
Invoice period covered is: January 26, 20xx through February 25, 20xx
ORIGINAL CONTRACT PRICE:
AUTHORIZED CHANGES:
TOTAL CONTRACT PRICE:
TOTAL INVOICE TO DATE:
TOTAL PREVIOUSLY BILLED:
ADJUSTMENT TO PREVIOUS PERIOD $
INVOICE: -
ADJUSTED TOTAL PREVIOUSLY BILLED:
BALANCE REMAINING:
AMOUNT DUE INVOICE # XXX
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 9-A
Page 1 of 2
Design -Build Contract
Invoice
Draft Execution Copy: February 12, 2020
56800652.v31
I certify that the hours and salary rates charged in this invoice are the actual hours worked and rates
paid to the employee(s) listed.
Very truly yours,
DB CONTRACTOR
Project Manager
cc: RCTC, Project Coordinator
cc: PCM, Project Controls Manager
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 9-A Design -Build Contract
Page 2 of 2 Invoice
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 9-B
INVOICE CERTIFICATE
To Owner: RIVERSIDE COUNTY TRANSPORTATION COMMISSION
4080 Lemon Street
Riverside, CA 92502
Contract No. 19-31-074-00
Attention: Accounts Payable Attn: TBD
DB CONTRACTOR
Period covered: MM/26/YYYY to: MM/25/YYYY
Contract Date: mm/dd/yyyy
Current Date: mm/dd/yyyy
DB Contractor Application for Payment
Contract For: DB Contractor XYZ CORPORATION
Address
Contract No. 19-31-074-00
From: DB Contractor
0000 XXXX Road, Ste. 000
City, CA, ZIP CODE
Project Manager XXXX
Total Original Contract:
$ -
Total Authorized Changes:
$ -
Agency's Project No: XX-XX-XXX-XX
Agency's Project No: XX-XX-XXX-XX
DB Contractor Job No: 12345
Total Adjusted Contract:
$ -
Remit To: DB Contractor Operating Account
Bank
Address
Address
MM/26/YYY
Application No.: Y to: MM/25/YYYY
Billed Previously:
$ -
Billed This Period:
$ -
NOTICES TO PROCEED
TOTAL
CONTRACT
CHANGE ORDER SUMMARY
Additions
Deductions
NTP1
NTP2
Total Billed To date:
$ -
Contract:
$
Contract:
$ -
$ -
Total Change Orders Submitted:
$ -
$ -
Retention: XX%
$ -
Previously
Billed:
$
Previously
Billed:
$ -
$ -
Total Change Orders Pending:
$ -
$ -
Total Billed Less Retention:
$ -
Billed this
Period:
$
Billed this
Period:
$ -
$ -
Total Change Orders Approved:
$ -
$ -
Total Previously Billed Less
Retention:
$
"Net Paid Last Pay Periods"
Contract to
Complete
$
Contract to
Complete
$ -
$ -
TOTAL ADJUSTED CHANGE
$ -
$ -
Current Payment Due This
Period:
$ -
Design and Construction Quality Validation Certificate for Payment In accordance with the Contract, based on on -site observations and the data comprising the above application the Des
DB Contractor's knowledge, information and belief the work has progressed as indicated, the quality of the Work is in accordance with the Contract, and the DB Contractor is entitled to payment of
gn and Construction Quality Validation certifies to Owner that to the best of the
the Amount Certified.
Design Quality Validation:
Date:
By-,
Construction Quality Validation:
Date:
By-,
This certification is not negotiable. The Amount Certified is payable only to the DB Contractor named herein. Issuance of payment, and acceptance of payment are without prejudice o any rights of the Owner or the DB Contractor under this Contract.
The undersigned DB Contractor certifies that to the best of the DB Contractor's knowledge, information, and belief the work covered by this application for Payment has been completed in accordance with the Contract, that all amounts have been paid by the DB Contractor for work for which previous
Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due. All current Subcontractors and vendors invoices are included in this payment request.
DB Contractor:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 9-B
Page 1 of 1
Design -Build Contract
Invoice Certificate
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 10
NTP1 AND NTP2 PAYMENT SCHEDULES
10-A NTP1 Payment Schedule
10-B NTP2 Payment Schedule
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 10
Page 1 of 1
Design -Build Contract
NTP1 and NTP2 Payment Schedules
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 10-A
NTP1 PAYMENT SCHEDULE
Project: 15/91 Express Lanes Connector Project (ELC)
DB Contractor Summary of Tasks
NTP1 Payment Schedule
Reference: Project Design and Construction (DB) DB Invoice No: 1
Activities for the 15/91 Express Lanes Connector Month: MM/YY
Project (ELC)
Contract No. 19-31-074-00 Agency's Project XX XX XXX XX
No:
Invoice # 001; February 20xx DB Job No: 123456
Task Description
CONTRACT
(NTP1)
NTP1
This
Period
NTP1
To Date
NTP1 Balance
Percent
Expended
Total NTP1
Total
This
Period
Total
To Date
Total Balance
A
NTP1
WORK
1
Project Management Plan
$ 280,000.00
$
$
$ 280,000.00
0%
2
Site Documentation
$ 150,000.00
$
$
$ 150,000.00
0%
3
Segment Limits Map and
Submittal Schedule
$ 30,000.00$
-
$
-
$ 3000000
0%
4
Utility Strip Map
$ 200,000.00
$
$
$ 200,000.00
0%
5
Transportation Management Plan
(TMP)
$ 25003000
$
$
$ 25000000
0%
6
Maintenance Work Plan
$ 200,0)0.00
$
$
$ 200,000.00
0%
7
Crisis Communication Plan
$ 30,030.00
$
$
$ 30,000.00
0%
8
Railroad Flagging Plan
$ 20,000.00
$
$
$ 20,000.00
0%
9
TMS Inventory
$ 50,000.00
$
$
$ 50,000.00
0%
10
Drainage Inventory Assessment
Report
$ 5000000
$
-
$
-
$ 5000000
0%
11
Bat Mitigation Plan
$ 40,000.00
$
$
$ 40,000.00
0%
12
Nesting Bird Management Plan
$ 30,030.00
$
$
$ 30,000.00
0%
13
Preliminary DB Contractor's Utility
Conflict Matrix
$ 2000000
$
-
$
-
$ 2000000
0%
14
Draft Geotechnical Execution
Plan
$ 5000000
$
-
$
-
$ 5000000
0%
15
NTP 1 Design and Geotechnical
Work
$ 3,500,000.00
$
-
$
-
$ 3,500,000.00
0%
16
NTP1 Mobilization Work
$ 4,700,000.00
$
$
$ 4,700,000.00
0%
TOTAL NTP # 1
$ 9,600,000.00
$
$
$ 9,600,000.00
0%
Contract ( 1)
Invdce
This Period
NTP1 ToBalance
Date
0%
$
$
$
$
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 10-A
Page 1 of 1
Design -Build Contract
NTP1 Payment Schedule
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 10-B
NTP2 PAYMENT SCHEDULE
Project: 15/91 Express Lanes Connector Project (ELC)
DB Contractor Summary of Tasks
INTO: To be completed based on Proposal Form J-1]
NTP2 Payment Schedule
(SAMPLE ONLY — DB Contractor to Develop Project Payment Schedule)
Reference: Project Design and Construction (DB)
Activities for the 15/91 Express Lanes Connector Project (ELC)
Contract No. 19-31-074-00
Invoice # 001; February 20xx
DB Invoice No: 1
Month: MM/YY
Agency's Project No: XX-XX-XXX-XX
DB Job No: 123456
Task Description
CONTRACT
(NTP # 2)
NTP#2 This
Period
NTP#2 To
Date
NTP#2 Balance
Total NTP#2
Total This
Period
Total To Date
Total Balance
Percent
Expended
B INDIRECT COSTS
1
Project Management Staff Costs
$ [ 1
$ -
$ -
$ -
2
Documentation
$ [ 1
$ -
$ -
$ -
3
Construction Site Facilities
$ [ 1
$ -
$ -
$ -
4
Project Office
$ L1
$ -
$ -
$ -
5
Partnering and Dispute Resolution Board
$ L1
$ -
$ -
$ -
6
Bond Premiums
6a
Bond Premium for NTP1 Work Effort
$ [ j
$ -
$ -
$ -
6b
Bond Premium for NTP2 Work Effort
$ [ 1
$ -
$ -
$ -
7
Insurance Preniurrr
7a
Insurance Premium NTP1 Work Effort
$ [
$ -
$ -
$ _
7b
Insurance Premium NTP2 Work Effort
$ [ ]
$ -
$ -
$ -
8
NTP 2 Mobilization
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 10-B
Page 1 of 3
Design -Build Contract
NTP2 Payment Schedule
Draft Execution Copy: February 12, 2020
56800652.v31
8a
NTP2 Mobilization (following 5%of Contrail Price being earned on iterrs
other than mobilization)
$ [ 1
$ -
$ -
$ -
8b
NTP2 Mobilization (following 7.5%of Contrail Price being earned on
iterrs other than mobilization)
$ [ 1
$ -
$ -
$ -
8c
NffP2 Mobilization (following 10%of Contract Price being earned on
items other than mobilization)
$ [ 1
$ -
$ -
$ -
9
Subtotal Indirect Costs (Sum Lines B1 — B8c)
$ [ 1
$ -
$ -
$ -
C DESIGN SERVICES
1
Design Management
$ [ 1
$ -
$ -
$ -
2
Surveying
$ [ 1
$ -
$ -
$ -
3
Geotechnical Engineering
$ [ 1
$ -
$ -
$ -
4
Design
$ i
$ -
$ -
$ -
5
Subtotal Design Services (Sum Lines C1 — C4)
$ [ 1
$ -
$ -
$ -
D CONSTRUCTION
1
Water Pollution Control
$ [ 1
$
$
$ -
2
Maintenance of Traffic
$ [ 1
$ -
$ -
$ -
3
F. rthwork
$ [ 1
$ -
$ -
$ -
4
Roadvuay Structural Section
$ [ 1
$ -
$ -
$ -
5
Pavements
$ [ 1
$ -
$ -
$ -
6
Structures
6a
Bridges
$ f 1
$ -
$ -
$ -
6b
Retaining Walls
$ [ 1
$ -
$ -
$ -
6c
Soundwalls
$ [ 1
$ -
$ -
$ -
7
Drainage
$ [ 1
$ -
$ -
$ -
8
TMS/Lighting/Electrical
$ [ 1
$ -
$ -
$ -
9
Signing and Striping
$ f 1
$ -
$ -
$ -
10
Environmental Compliance
$ [ 1
$ -
$ -
$ -
11
Utility Coordination, Protection, Adjustment and Relocations
$ f 1
$ -
$ -
$ -
12
TCS Infrastructure
$ [ 1
$ -
$ -
$ -
13
Express Lane Closures
$ f
$ -
$ -
$ -
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 10-B
Page 2 of 3
Design -Build Contract
NTP2 Payment Schedule
Draft Execution Copy: February 12, 2020
56800652.v31
14
Plant Establishment
$ [ l
$ -
$ -
$ -
15
Aesthetics and Replacement Plantings
$ [ 1
$ -
$ -
$ -
16 Subtotal Construction (Sum Lines D1 through D15)
$ [ ]
$ -
$ -
$ -
TOTAL NTP # 2 (Line B9 + Line C4 + Line D16)
$ [ l
$
$
$ -
Contract
(NTP#2)
Invoice This
Period
NTP#2
To Date
Balance
$ [ l
$ -
$ -
$ -
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 10-B
Page 3 of 3
Design -Build Contract
NTP2 Payment Schedule
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 11
DISPUTES REVIEW BOARD AGREEMENT
THIS DISPUTES REVIEW BOARD AGREEMENT ("Agreement") is made and entered into this
day of , 20_, among the Riverside County Transportation Commission
("RCTC"), Myers -Rados, A Joint Venture ("DB Contractor"), and
(collectively, the "Board Members"), with reference to the following facts:
A. RCTC and DB Contractor have entered into that certain Design -Build Contract No.
19-31-074-00 dated as of (as amended from time to time, the "Contract"). Pursuant to
the Contract, DB Contractor has agreed to furnish the design for and to construct a new south to
west/east to north express lanes connector between 15 Express Lanes and 91 Express Lanes,
including collateral work along the 15 Express Lanes and 91 Express Lanes, otherwise known as
the 15/91 Express Lanes Connector Project (the "Project").
B. The Contract provides for the establishment and operation of a Disputes Review
Board ("Board") to assist in resolving Disputes among RCTC, DB Contractor, and others in
respect to the Project.
C. Capitalized terms used but not defined in this Agreement shall have the meanings
set forth in Exhibit 1 to the Contract.
NOW, THEREFORE, in consideration of the terms, conditions, covenants and agreements
contained herein, the parties to the Agreement agree as follows:
SECTION 1. ESTABLISHMENT OF BOARD
1.1 The Board shall begin operation upon execution of this Agreement by RCTC, DB
Contractor, and the first two Board Members, and shall terminate upon completion of all work
required to be performed by the Board under this Agreement unless sooner terminated in
accordance with this Agreement or applicable law. The Board shall initially consist of two
members, one selected by RCTC and one selected by the DB Contractor. The first duty of the
Board shall be to select its third member as provided in Section 24 of the Contract. A copy of
Section 24 of the Contract is attached hereto as Exhibit A (and shall be applicable with respect to
Disputes under the Contract).
1.2 Each member of the Board represents, warrants and covenants on his/her behalf
that he/she:
(a) Does not have an ownership interest in any DB-Related Entity, any Affiliate,
the Project and Construction Manager ("PCM"), or the Contract, except for payment for serving
on the Board;
(b) Has not been employed, and his/her employer has not been employed, by
RCTC, the California Department of Transportation ("Department"), any DB-Related Entity, any
Affiliate, or PCM, within two years prior to award of the Contract, except for fee -based consulting
services on other projects which are disclosed to all parties and not objected to by any party;
(c) Has not had substantial prior involvement in the Project, and has not had
any involvement in the Project or with RCTC, Department, any DB-Related Entity, any Affiliate,
or PCM of a nature that could affect his/her ability to impartially resolve Disputes;
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 1 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
(d) Shall not accept employment by RCTC, Department, any DB-Related
Entity, any Affiliate, or PCM during the term of the Contract and for as long thereafter as any
Dispute submitted to the Board remains outstanding under the Contract, except as a member of
other disputes boards; and
(e) Shall not discuss employment, nor make any agreement regarding
employment with RCTC, Department, any DB-Related Entity, any Affiliate, or PCM during the
term of the Contract and for as long thereafter as any Dispute submitted to the Board remains
outstanding under the Contract, except as a member of other disputes boards.
1.3 Prior to hearing the first Dispute, and thereafter upon request of RCTC or
DB Contractor from time to time, each Board Member shall provide RCTC and DB Contractor a
declaration under penalty of perjury affirming that such member meets the qualifications set forth
in Section 1.2 of this Agreement, and agrees to be bound by the terms of the Contract and this
Agreement. Each Board Member shall promptly notify RCTC and DB Contractor if any
circumstances are likely to prevent a prompt hearing and decision or if the member fails to meet
such qualifications. Any Board Member failing at any time to meet such qualifications shall be
removed from the Board.
SECTION 2. BOARD ORGANIZATION AND RESPONSIBILITIES
2.1 The Board is organized in accordance with Section 24 of the Contract, for the
purposes described under the Contract. The Board shall fairly and impartially consider Disputes
that arise under the Contract and shall provide written decisions for resolution of such Disputes
("Recommendations" or "final decisions," as applicable), in accordance with Section 24 of the
Contract. The Board Members shall perform the services necessary to participate in the Board's
actions in accordance with this Agreement.
2.2 The Board Members may visit the Site periodically to keep abreast of construction
activities and to develop a familiarity with the work in progress, or as may be deemed desirable
or necessary in the consideration of any Dispute. All reasonable efforts shall be made to allow
the parties to the Agreement to raise issues at such regularly scheduled site visits, except where
a special visit is warranted due to special circumstances such as the need to observe site
conditions before they are disturbed. In such a case, a special site visit shall be scheduled at the
request of RCTC, DB Contractor, or any Board Member. Representatives of RCTC and DB
Contractor shall have the right to accompany the Board on any such visit.
2.3 All Board Members are to act independently in the consideration of facts and
conditions surrounding any Dispute. Seeking the Board Members' advice or consultation, ex
parte, is expressly prohibited; except that either party may seek such advice or consultation from
the entire Board, at a Board meeting, after first giving Notice to all interested parties. A Disputes
Board member who has ex parte contact with a party or party representative shall be subject to
removal from the Disputes Board for cause.
2.4 Board Members may withdraw from the Board upon delivery of Notice of
withdrawal to ROTC, DB Contractor and the other Board Members, which Notice shall specify a
withdrawal date at least 30 days following the date of delivery of the Notice. In addition, a member
may be terminated by RCTC or DB Contractor if at any time that member fails to meet the
qualifications set forth in Section 24.3.1 of the Contract. Should the need arise to appoint a
replacement Board Member, the replacement member shall be appointed in the same manner as
provided by the Contract for appointment of the original member. The selection of a replacement
Board Member shall begin promptly upon notification of the necessity for a replacement and shall
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 2 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
be completed within 30 days thereafter. The change in Board membership shall be evidenced by
the new member's signature on this Agreement.
2.5 The Board Members acknowledge that RCTC and DB Contractor each have the
right to require appointment of a new disputes review board to resolve future Disputes, which right
may be exercised at any time by delivery of Notice to such effect to the other party and to the
Board Members. In such event a new agreement in the same form as this Agreement will be
executed establishing the new board, and except as otherwise mutually agreed by RCTC and DB
Contractor, the work to be performed by the Board established under this Agreement shall be
limited to Disputes submitted to the Board before delivery of the Notice requiring appointment of
a new Board. Nothing shall prohibit a party from reappointing its current member.
2.6 The personal services of the Board Member are a condition to receiving payment
under this Agreement. No Board Member shall assign any of his or her work pursuant to this
Agreement without the prior written consent of both RCTC and DB Contractor.
2.7 Each Board Member, in the performance of his or her duties on the Board, is acting
as an independent contractor and not as an employee of either RCTC or DB Contractor. No
Board Member will be entitled to any employee benefits.
SECTION 3. HEARINGS AND DECISIONS
3.1 Each Dispute under the Contract shall be heard by the Board as provided in
Section 24 of the Contract.
3.2 In general, the Board shall have the right to establish its own procedures and time
limits, including the right to establish or to waive evidentiary rules and procedures. Each party
shall retain the right to discovery as provided in the Contract and to present its witnesses and
evidence in its own discretion, within the parameters established by the Board.
3.3 Upon receipt by the Board of a "complaint" pursuant to Section 24.4.3 of the
Contract, either from DB Contractor or RCTC, the Board shall convene a hearing to review and
consider the matter as quickly as possible, taking into consideration the particular circumstances
and the time required to prepare detailed documentation. Both RCTC and DB Contractor are
encouraged to provide exhibits, calculations, and any other pertinent material to the Board for
review prior to the hearing. All such material shall concurrently be given to the other party.
3.4 The Board shall convene to consider questions presented to it and shall at the
conclusion of each hearing either provide the Recommendation or final decision, as applicable,
or advise the parties when the Recommendation or final decision will be forthcoming.
SECTION 4. PROVISION OF DOCUMENTS TO BOARD
4.1 RCTC shall furnish each Board Member one copy of the Contract and other
documents RCTC has that are pertinent to the Board's work.
4.2 DB Contractor shall furnish to each Board Member one copy of all documents it
might have, other than those furnished by RCTC, that are pertinent to the Board's work.
SECTION 5. EXPENSES
5.1 Payment for services rendered by each Board Member and for their direct, non -
salary expenses shall be calculated in accordance with the payment schedule for such Board
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 3 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
Member agreed to among RCTC, DB Contractor, and the Board Member, and RCTC and DB
Contractor shall each pay its share of such payments in accordance with Section 24.8 of the
Contract.
5.2 Invoices for payment for work completed shall be submitted no more often than
once per month. Such invoices shall be in a format approved by RCTC and accompanied by a
general description of activities performed during this period. The value of work accomplished for
payment shall be established from the billing rate and hours expended by the Board Member
together with direct, non -salary expenses. Billings for expenses shall include an itemized listing
supported by copies of the original bills, invoices, expense accounts and miscellaneous
supporting data.
5.3 Each Board Member shall keep available for inspection, for a period of five years
after final payment, the cost records and accounts pertaining to this Agreement.
SECTION 6. DISPUTES INVOLVING OTHER PARTIES
6.1 The parties to this Agreement acknowledge that certain third parties (including
utility owners, Toll Services Provider, Other RCTC Contractors, public agencies, etc. with which
RCTC is in contract ("Third Parties")) may subject themselves to the jurisdiction of the Disputes
Board for certain disputes that affect such Third Parties.
6.2 In general, such disputes shall be heard by the then existing, three Board
Members, appointed as described above and in accordance with the terms of the Contract, this
Agreement, and the applicable contract between RCTC and the Third Party. Accordingly, the
Third Party shall be deemed to have selected this option:
(a) Unless the Third Party delivers Notice to the Board that it intends to select
a qualified consultant/Board Member with respect to such dispute, which Notice is delivered to
the Board within seven days after delivery of Notice to Third Party describing the dispute and
stating that Third Party is a necessary party to the dispute resolution procedure; or
(b) If Third Party fails to select a qualified consultant/Board Member, as
described below, within seven days after delivery of Notice of intent to select such person.
6.3 If, however, the Third Party elects not to use the existing Board, then the parties
to this Agreement shall modify the membership of the Board with respect to the dispute(s)
involving the Third Party, as follows (but only if and to the extent the following rights are provided
to the Third Party under its contract with RCTC):
(a) Third Party may select an advisor who shall act as a non -voting consultant
to the Board with respect to the dispute; or
(b) Third Party may select a fourth Board Member who shall have the right to
participate in the decision -making process under this Agreement with respect to such dispute; or
(c) With respect to disputes which do not involve DB Contractor, the Third
Party shall have the right to appoint a Board Member who shall replace the Member appointed
by the DB Contractor.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 4 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
6.4 In selecting a non -voting consultant/Board Member, the Third Party shall be
encouraged to appoint the same individual for all disputes, so that such individual will have the
opportunity to develop expertise and familiarity regarding the Project.
6.5 Any non -voting consultant or Board Member selected by Third Party shall be
required to meet the qualifications for Board Members set forth in this Agreement and the Contract
and shall execute and agree to be bound by the terms of this Agreement as to disputes involving
the Third Party. In the event the Third Party selects the option under clause (b) of Section 6.3,
the fifth Board Member shall be selected by RCTC. Disputes regarding appointment of such
Members shall be subject to the dispute resolution procedures set forth in Section 24.4 of the
Contract.
6.6 Expenses of the Board payable by Third Party shall be as follows:
(a) If Section 6.2 applies, Third Party shall share equally the costs and
expenses for the Board in accordance with Section 24.8 of the Contract; or
(b) If clauses (a), (b), or (c) of Section 6.3 apply, Third Party shall be
responsible for paying the costs and expenses for the consultant or for the Board Member that it
appointed, as well as a proportionate share of the costs and expenses of the third and fifth
members (subject to the right to be reimbursed for such costs and expenses as the prevailing
party, as may be awarded in accordance with Section 24.8 of the Contract, together with a
proportionate share of any common costs allocable to the parties to a dispute under the Contract.
In determining the amount of any such payment or reimbursement of costs and expenses, the
Board Members are specifically directed to consider the benefit accruing to Third Party resulting
from the Board's expertise and familiarity with the Project and the expenditures previously
incurred by RCTC and DB Contractor to develop such expertise and familiarity.
6.7 The provisions set forth in this Section 6 shall supersede any provisions to the
contrary contained in Section 19 of the Contract.
SECTION 7. TERM
This Agreement shall commence upon execution hereof by the DB Contractor, RCTC, and
the first two members of the Board. The parties to this Agreement anticipate that the Board shall
continue to operate on a regular basis through the Contract's Warranty Period. The foregoing is
subject to the right of RCTC and DB Contractor to terminate the services of Board Members as
specified in this Agreement.
SECTION 8. MISCELLANEOUS
8.1 The parties intend for Section 24 of the Contract and the other terms of this
Agreement to be complementary. Except as otherwise specifically provided in this Agreement, in
the event of any conflict between this Agreement and said Section 24, Section 24 shall control.
8.2 Notices under this Agreement shall be sent as provided in Section 27.11 of the
Contract. The addresses for the Board Members are set forth on the signature pages of this
Agreement.
8.3 This Agreement shall be governed by and construed in accordance with the law of
the State of California.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 5 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
DB CONTRACTOR:
Myers -Rados, A Joint Venture
By:
Name:
Title:
RCTC RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
ATTEST
Name:
Title:
APPROVED AS TO FORM:
By:
Riverside County Transportation Commission
Express Lanes Connector Project
By:
Name:
Title:
Exhibit 11
Page 6 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
BOARD MEMBERS
Address:
Address:
Address:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 11
Page 7 of 7
Design -Build Contract
Disputes Review Board Agreement
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 12
INSURANCE POLICY REQUIREMENTS
All insurance required under this Contract shall be procured from insurance companies authorized
to do business in California, with an A.M. Best and Company rating level of A-: VI or better, or as
otherwise approved by RCTC. All limits of liability set forth in this Exhibit 12 are in U.S. dollars.
1. Primary Commercial General Liability Insurance
(a) During the period beginning with the issuance of NTP1 and ending upon Final
Acceptance, or for such longer period as otherwise specifically provided for in Section 11 of the
Contract or this Exhibit 12, DB Contractor shall obtain and maintain a policy or policies of
commercial general liability insurance for bodily injury, property damage, personal injury, and
advertising injury. Coverage shall be written on an occurrence form that shall provide coverage
at least as broad as the coverage provided by ISO form CG 00 01. The Indemnified Parties shall
be additional insureds using ISO form CG 20 1010 01 and ISO form CG 20 37 10 01 for completed
operations. DB Contractor may use alternative forms, provided such form provides equivalent
coverage, as approved by RCTC in its sole discretion. The policy or policies shall be endorsed to
remove exclusions pertaining to railroads. There shall be no coverage -limiting endorsements
unless reviewed and approved by the Indemnified Parties or their representatives. There shall
be no endorsement or modification of the commercial general liability policy limiting the scope of
coverage for liability assumed under an insured contract.
(b) The commercial general liability insurance coverage shall have limits of not less
than $2,000,000 per occurrence, $4,000,000 general aggregate, and $4,000,000
products/completed operations aggregate. The general aggregate limit shall, by endorsement or
otherwise, provide a designated aggregate limit solely for the Project using ISO form CG 25 03
05 09 or equivalent form, unless a project -specific insurance policy is purchased.
(c) Completed operations coverage shall extend for as long as there is any exposure
to liability under a statute of repose or any other applicable statute, either through continuous
maintenance of completed operations coverage in DB Contractor's corporate insurance program
or by purchase of extended completed operations for a project -specific policy If coverage is
maintained by continuous renewal for corporate policies, each subsequent general liability
insurance policy issued through the statute of repose period, commencing with Final Acceptance,
shall be endorsed with ISO form CG 20 37 10 01, or the equivalent, with the Indemnified Parties
scheduled as additional insureds.
(d) No self -insured retentions for general liability insurance policies shall be allowed
unless disclosed to, and approved by, RCTC. All general liability insurance policies shall allow,
but not require, additional insureds, as applicable, to pay self -insured retentions if the named
insured fails to do so; except that for each insurance policy that has an approved self -insured
retention provision, DB Contractor shall be responsible for paying any applicable self -insured
retentions for its insurance policy(ies) and shall be liable to RCTC for said payments in the same
manner as those interests would have been protected had the policies not contained a self -
insured retention provision. Any deductible or self -insured retention amount shall be shown on
any evidence of insurance provided to RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 1 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
2. Workers' Compensation/Employer's Liability Insurance
During all phases of the Project, or for such longer period as otherwise specifically provided for in
Section 11 of the Contract or this Exhibit 12, DB Contractor shall obtain and maintain and shall
require all Subcontractors of all tiers to obtain and maintain, a policy or policies of insurance
providing workers' compensation statutory benefits and employer's liability in conformance with
the laws of the State. Employer's liability limits shall be no less than $1 million by accident,
$1 million by disease, and $1 million policy limit by disease. DB Contractor, and any
Subcontractors performing Plant Establishment Work, shall maintain such insurance through the
expiration of the Plant Establishment Period. DB Contractor and/or Subcontractor, whichever is
the applicable employer, shall be the named insured on these policies. The workers'
compensation policies shall provide the following:
(a) A provision extending coverage to all states operations on an "if any" basis;
(b) Coverage for liability under the United States Longshore and Harbor Workers'
Compensation Act, by adding a Longshore and Harbor Workers' Compensation Act coverage
endorsement (WC 00 01 06 A) on an "if any" basis; and
(c) Coverage for liability under Title 46 of the United States Code § 688 ("Jones Act")
on an "if any" basis, if appropriate.
3. Automobile Liability Insurance
(a) DB Contractor shall obtain and maintain, and shall require all Subcontractors of all
tiers to obtain and maintain, a business auto liability policy or policies using ISO form CA 00 01
or other form providing coverage at least as broad. Each policy shall cover accidental death,
bodily injury, and property damage liability arising from the ownership, maintenance, or use of all
owned, non -owned, and hired vehicles connected with performance of the Work, including loading
and unloading. DB Contractor's auto liability policies shall cover "any auto" ("symbol 1"). For DB
Contractor or any Subcontractor of any tier, who will be involved in any way with the transportation
of Hazardous Materials using its own vehicles, pollution liability coverage at least as broad as that
provided under the ISO pollution liability -broadened coverage for covered autos endorsement (CA
99 48) shall be endorsed on the policy.
(b) DB Contractor's automobile liability coverage shall have a combined single limit
per policy period of not less than $10,000,000 per accident or shall be scheduled under the excess
or umbrella liability policies. Excess or umbrella policies also shall cover "any auto" ("symbol 1").
Subcontractors' policies shall have a combined single limit of no less than $2,000,000 per
accident. Such limit may be achieved through any combination of primary and following form
excess insurance. At its discretion, DB Contractor may reduce the required combined single limit
to $1,000,000 for a Subcontractor who is unable to obtain the $2,000,000 limit. DB Contractor's
determination regarding any such reductions shall not be interpreted as relieving DB Contractor
or its insurers of any liability otherwise imposed on DB Contractor or its insurers under this
Contract.
(c) DB Contractor and Subcontractors of all tiers shall maintain such insurance
through Final Acceptance; except that such coverage shall be maintained for vehicles used in the
performance of Warranty and any Plant Establishment Work until the expiration of the Warranty
period and Plant Establishment Period, respectively. The required limits can be satisfied by a
combination of a primary policy and an excess policy or policies.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 2 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
4. Contractor's Pollution Liability Insurance
(a) During the period beginning with the issuance of NTP1 and continuing until
issuance of NTP2, DB Contractor shall procure and maintain contractor's pollution liability
insurance as specified below. Pollution liability insurance limits for the period prior to issuance of
NTP2 shall be no less than $5,000,000 per claim and aggregate. Each of the Indemnified Parties
shall be an additional insured under such a policy.
(b) During the period beginning with the issuance of NTP2 and ending upon Final
Acceptance or for such longer period as otherwise specifically provided in Section 11 of the
Contract or this Exhibit 12, DB Contractor shall obtain and maintain contractor's pollution liability
(CPL) insurance with a total limit of liability of no less than $10,000,000 per loss and $10,000,000
in the aggregate per policy period.
(c) The CPL policy shall include coverage for cleanup costs, third -party bodily injury
and property damage, provided that the third -party property damage liability coverage includes
loss of use of damaged property or of property that has not been physically injured or destroyed,
resulting from pollution conditions caused by contracting operations. Coverage as required in this
paragraph shall apply to sudden and non -sudden pollution conditions resulting from the escape
or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, gases, waste
materials, or other irritants, contaminants, or pollutants. The CPL shall also provide coverage for
transportation and off -Site disposal of materials and environmental or "natural resource" damage.
(d) Each of the Indemnified Parties shall be an additional insured under such a policy.
The policy shall not contain any provision or exclusion (including any so-called "insured versus
insured" exclusion or "cross -liability" exclusion) the effect of which would be to prevent, bar, or
otherwise preclude any additional insured under the policy from making a claim which would
otherwise be covered by such policy.
(e) If the CPL policy is written on a claims made basis, the policy shall be continuously
renewed for ten years after the expiration of the Warranty Period, with a retroactive date on or
before the first date of any Work performed under this Contract, or shall have an extended
reporting period of no less than 10 years from the expiration of the Warranty Period.
(f) DB Contractor shall require that any Subcontractor that performs environmental
remediation work provide pollution and environmental impairment liability insurance with limits
and scope of coverage appropriate to the exposure.
5. Umbrella or Excess Liability Insurance
(a) During the period beginning with the issuance of NTP1 and continuing until
issuance of NTP2, DB Contractor may use its corporate program of insurance or project -specific
insurance to meet the requirements for umbrella or excess liability insurance as specified below.
Total liability insurance limits, including limits provided by umbrella or excess liability insurance in
place prior to issuance of NTP2, shall be no less than $10,000,000. Each of the Indemnified
Parties shall be an additional insured under such a policy.
(b) During the period beginning with issuance of NTP2 and ending upon Final
Acceptance or for such longer period as otherwise specifically provided for in this Exhibit 12 or
Section 11 of the Contract, DB Contractor shall obtain and maintain an umbrella or excess liability
insurance policy with limits of not less than $200,000,000 that will provide bodily injury, personal
injury and property damage liability coverage at least as broad as the primary coverages set forth
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 3 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
above, including commercial general liability and employer's liability in excess of the amounts set
forth in Sections 1 and 2 of this Exhibit 12. DB Contractor may use its corporate insurance
program or a combination of corporate insurance and stand-alone policies to meet this
requirement provided that the limits available for this Project are not subject to erosion by losses
on other projects not related to this Project.
(c) Such policy or policies shall include the following terms and conditions:
i. drop down feature requiring the policy to respond in the event that any primary
insurance limits are exhausted or for occurrences covered by an umbrella policy but not covered
in the underlying insurance;
ii. pay on behalf of wording as opposed to reimbursement;
iii. concurrency of effective dates with primary policies;
iv. the policies shall "follow form" to the underlying primary policies, including the
provision of completed operations coverage to the additional insured Indemnified Parties as
required under Section 1 of this Exhibit 12; and
v. there shall be no "contractors' limitation" endorsements, as described in
Section 1, that have not been reviewed and approved by the Indemnified Parties or their
authorized representatives.
6. Professional Liability Insurance
(a) During all phases of the Project, DB Contractor shall obtain and maintain
contractor's professional liability insurance with limits not less than $10,000,000 per claim and in
the aggregate. If DB Contractor joint ventures with or subcontracts with design professionals or
other professional service providers, the design and other professional service providers shall
obtain and maintain professional liability insurance specific to their profession with limits not less
than $5,000,000 per claim and in the aggregate. DB Contractor may, at its discretion, require
lower limits of professional liability insurance from lower -tier design Subcontractors (e.g., smaller
design firms). No self -insured retention for DB Contractor shall exceed $500,000 without prior
written approval from RCTC, in its good faith discretion.
(b) Coverage shall apply specifically to all professional activities performed under this
Contract. The policy(ies) shall have a retroactive date consistent with the inception of design
and/or project/construction management activities, and no later than the date on which the RFP
was issued. DB Contractor agrees to maintain this required coverage for a period of no less than
five years after Substantial Completion or to purchase an extended reporting period for no less
than five years after Substantial Completion. DB Contractor shall require the design professional
Subcontractors to agree to maintain this coverage for a period of no less than five years after
Substantial Completion or to purchase an extended reporting period for no less than five years
after Substantial Completion. If DB Contractor arranges a project -specific policy to meet this
requirement, that policy shall provide for a total period of no less than ten (10) years, including
policy period and extended reporting period.
7. Builder's Risk
Upon commencement of construction and with approval of RCTC, DB Contractor shall obtain and
maintain a policy of builder's risk insurance for the Project as specified below. The policy may be
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 4 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
a DB Contractor corporate master builders risk insurance program or a stand-alone policy as long
as the requirements of this Section 7 of Exhibit 12 are met. The named insureds shall be DB
Contractor, all Subcontractors (excluding those solely responsible for design Work) of any tier,
Suppliers, RCTC, and the Indemnified Parties. The status of the insureds under this requirement
shall not be limited by the phrase "as their interests may appear" or similar language. DB
Contractor is not required to maintain property insurance for any portion of the Project following
acceptance thereof by RCTC, Department or a Local Agency.
(a) Minimum Scope
A builder's risk insurance policy on an "all risk" basis, including earthquake, flood, and
wind storm for those portions of the Project comprising high value assets subject to loss from a
single occurrence. Examples of such assets include materials, temporary buildings, falsework,
bridges, connectors, off ramps, foundations, and other structures or items. DB Contractor may
elect to cover all property at a lower blended rate if such a strategy would result in lower premium
or result in broader coverage at a lower or equivalent premium. Coverage for each asset should
be applicable only for the period of construction of the specific asset and should end when the
asset is put to its intended use or as otherwise approved and accepted by RCTC, which end of
coverage must be approved by RCTC prior to termination thereof.
Policy must include: (i) coverage for any ensuing loss from faulty workmanship,
nonconforming work, omission or deficiency in design or specifications using a form that is no
more restrictive than LEG 3/06; (ii) full collapse; (iii) coverage for removal of debris, subject to a
sub -limit of no less than 25% of the loss, and insuring the buildings, structures, machinery,
equipment, materials, facilities, fixtures and all other properties constituting a part of the Project;
(iv) transit coverage, including ocean marine coverage (unless insured by the Supplier or through
a separate marine cargo policy), with sub -limits sufficient to insure the full replacement value of
any key equipment item; and (v) coverage with sub -limits sufficient to insure the full replacement
value of any property or equipment stored either on or off the Site. Such insurance shall be on a
form reasonably acceptable to RCTC to ensure adequacy of terms and sublimits.
There shall be no coinsurance penalty provision in any such policy. Deductibles or self -
insured retentions shall be no greater than 5% of the total value insured at the time of loss, subject
to a maximum deductible of $2 million. All deductibles or self -insured retentions shall be the
responsibility of DB Contractor.
(b) Minimum Limits
Coverage shall be for the replacement value thereof for "all risks" of direct physical loss
or damage, including earth movement and flood coverage, with a minimum limit of $50,000,000.
8. Railroad Protective Liability
DB Contractor shall provide any coverage as may be required by any railroad as a condition of
the railroad's consent for entry into railroad facilities or property. Such policy shall be effective
during the period any Work is being performed within 50 feet of any railroad right of way. DB
Contractor should obtain quotes for a master RPL policy and choose the most practical and cost-
effective alternative between such a policy versus typical RPL policies, provided that the chosen
policy meets all requirements of the railroad.
9. Aircraft Liability
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 5 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
DB Contractor shall provide, or cause to be provided, aircraft liability insurance, with a limit of not
less than $5,000,000 per occurrence or higher limits as may be required by RCTC, in all cases
where any aircraft is used on the Project that is owned, leased or chartered by any DB-Related
Entity, protecting against claims for damages resulting from such use. Any aircraft intended for
use in performance of the Work, the aircraft crew, flight path and altitude, including landing of any
aircraft on the Site or on any property owned by RCTC shall be subject to review and written
acceptance by RCTC prior to occurrence of any such usage. If any aircraft are leased or
chartered with crew and/or pilot, evidence of non -owned aircraft liability insurance will be
acceptable but must be provided prior to use of the aircraft. For use of unmanned aircraft vehicles
(UAV), DB Contractor or applicable subcontractor, may provide insurance either through an
aircraft liability insurance policy, or by endorsement to the DB Contractor's commercial general
liability insurance policy and excess liability policies. Use of unmanned aircraft must comply with
all state and federal rules and regulations, including FAA requirements.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 12
Page 6 of 6
Design -Build Contract
Insurance Policy Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 13
PROPOSAL COMMITMENTS AND ATCS
Exhibit 13-A: Proposal Commitments
Exhibit 13-B: ATCs
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 13
Page 1 of 1
Design -Build Contract
Proposal Commitments and ATCs
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 13-A
DB CONTRACTOR'S PROPOSAL COMMITMENTS
The following pages summarize certain commitments made by DB Contractor in its Proposal
submitted for the Project. The commitments in this Exhibit are included in the Work. This
summary is an overview of certain DB Contractor commitments. Nothing contained in this
Exhibit 13-A shall limit, modify, discharge, eliminate or reduce the requirements of this Contract
or transfer any obligations or risk to RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 1 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
#
Proposal
Location
Proposal Commitment
1.
Volume 2,
Section 1,
Page 1
DB Contractor shall maintain operations at Parkridge Avenue on 1-15 by
providing alternative access points from the median.
2.
Volume 2,
Section 1,
Page 1
DB Contractor shall provide a dedicated Public Information Officer, as
approved by RCTC, to the Project throughout construction until Substantial
Completion as needed.
3.
Volume 2,
Section 1,
Page 2 and
Exhibits
1.1-1.2
DB Contractor shall use good faith efforts in accordance with Good Industry
Practice, as design development warrants to construct the Project in two
major stages, minimizing impacts to the traveling public by maintaining
longer durations of driver expectations with fewer traffic shifts, as shown in
Appendix 1.
4.
Volume 2,
Section 1,
Page 3
DB Contractor shall use good faith efforts in accordance with Good Industry
Practice to construct falsework over westbound SR-91 and southbound 1-15
during the 55-Hour Weekend Closures.
5.
Volume 2,
Section 1,
Pages 3
and 7
DB Contractor shall use crossover lanes to maintain 1-15 EL toll revenue
collection and to minimize closures to the SB 1-15 EL.
The SB 1-15 EL crossover will allow EL to remain open during construction of
falsework over the 1-15 mainline and at Parkridge Avenue.
6.
Volume 2,
Section 1,
Page 7
DB Contractor will not close the EB-91 On -ramp at Main Street during use of
any 55-Hour Weekend Closures.
7.
Volume 2,
Section 1
Page 7
DB Contractor will research traffic counts and perform delay calculations at
each location of potential Permitted EL Lane Closures to determine the
lowest revenue generating potential windows to conduct Permitted EL Lane
Closures.
8.
Volume 2,
Section 1
Page 8
DB Contractor shall prepare and deliver to RCTC, for RCTC review and
comment, a scoping memorandum of proposed staging, potential detour
routes and major General TMP elements prior to developing and submitting
the General TMP in accordance with the Contract.
9.
Volume 2
Section 1,
Page 8
Volume 2,
Section 2,
Page 7
Volume 2,
Section 2,
Page 20
DB Contractor shall hold weekly Traffic Technical Working Group (TWG)
meetings with RCTC, as required. DB Contractor shall include all relevant
DB Contractor staff, Subcontractors and TSP in each TWG meeting. DB
Contractor Traffic Manager will attend all other relevant TWG meetings.
10.
Volume 2
Section 1,
Page 8
DB Contractor shall hold a weekly Toll Coordination TWG meeting with
RCTC, TSP and the ELP DB Contractor, as required.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page2of7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
11.
Volume 2
Section 1,
Page 8
DB Contractor shall hold Over the Shoulder (OTS) meetings with third party
agencies at the Co -located Office if the third party agencies are willing.
12.
Volume 2,
Section 1,
Page 12
DB Contractor shall design and construct the westbound SR-91 to include
space for the ultimate extension of the SR-91 EL (as depicted in the SR-91
Ultimate Exhibit) along with a standard 10-foot left shoulder from
approximate station 383+00 to 390+00. The columns of the two connector
structures (SW and EN) will be placed such that a 10' shoulder can be
constructed in the ultimate condition, including consideration for a safety
shape in front of the columns.
13.
Volume 2,
Section 1,
Page 12
Subject to approval by BNSF, DB Contractor will provide pier protection walls
adjacent to BNSF right of way by extending the existing pier protection walls
in front of the new columns.
14.
Volume 2,
Section 1,
Page 12
DB Contractor shall use reasonable efforts to design Bent 5 at the
maintenance road to eliminate the need for an overhang over the Flood
Control Channel.
15.
Volume 2,
Section 1,
Page 13
and 14
DB Contractor acknowledges that corrosive soils exist on Site that will affect
structural design and will design and construct the Project in light of such
soils.
16.
Volume 2,
Section 1,
Page 14
DB Contractor acknowledges that the Reference Documents disclosed
potential conflicts between the westbound SR-91 Temescal Wash overhead
bridge foundations and old foundations that were left in place. DB Contractor
will design and construct the Project in light of such old foundations.
17.
Volume 2,
Section 1,
Page 15
Subject to agreement from RCTC, Caltrans, and PCM, the DB Contractor's
Project Manager will chair bi-weekly Project Development Team meetings
with RCTC, Caltrans, and PCM, as required.
18.
Volume 2,
Section 1,
Page 15
Subject to agreement from regulatory agencies, DB Contractor shall conduct
pre -permit application meetings with required regulatory agencies, as
applicable.
19.
Volume 2,
Section 1,
Page 16
DB Contractor shall, if ATC #1 is implemented, maintain (i) the existing 1-15
and SR-91 shoulders and (ii) the lane configuration for emergency vehicles
during construction until Substantial Completion.
20.
Volume 2,
Section 1,
Page 16
DB Contractor shall implement detours for the southbound 1-15 to eastbound
SR-91 connector loop ramp and the northbound 1-15 to eastbound SR-91
connector to maintain traffic flow during construction. The detours reduce the
construction duration and avoid the use of rapid set concrete.
21.
Volume 2,
Section 1,
Page 19
DB Contractor recognizes the importance of vigilant quality control measures
to minimize cracking in concrete structures.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 3 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
22.
Volume 2,
Section 1,
Page 21
DB Contractor shall use good faith efforts to design drainage inlets at easy to
maintain locations. DB Contractor shall, to the extent practicable, avoid
maintenance intensive BMPs.
23.
Volume 2,
Section 2,
Page 1
DB Contractor shall provide updates of the Project's "Issues Log" and action
plans to RCTC and the Project team during Progress Meetings.
24.
Volume 2,
Section 2,
Page 2
Volume 2,
Section 2,
Page 4
DB Contractor shall, in accordance with Good Industry Practice, use
dynamic monitoring analysis during steel pile installation as per agreement
with the RCTC's and DB Contractor's geotechnical engineers.
25.
Volume 2,
Section 2,
Page 3
DB Contractor shall implement a Communications and Logistics
Management (CALM) TWG process led by a Person approved by RCTC, as
required. The purpose of the CALM TWG shall be to coordinate and
disseminate information and to work directly with RCTC, oversight agencies
and stakeholders.
26.
Volume 2,
Section 2,
Page 4
DB Contractor shall hold bi-weekly MOT coordination meetings with RCTC,
local cities, and emergency responders to gather and incorporate valuable
feedback, as required.
27.
Volume 2,
Section 2,
Page 4
DB Contractor shall use ground penetrating radar surveys, as required, in
addition to potholing to enhance evaluation of potential Utility conflicts.
28.
Volume 2,
Section 2,
Page 4
DB Contractor shall hold weekly Utility coordination meetings, as required.
29.
Volume 2,
Section 2,
Page 4
DB Contractor shall prepare an access and alteration plan for activities in the
Arlington Channel and Temescal Wash Channel.
30.
Volume 2,
Section 2,
Page 5
DB Contractor and RCTC shall implement quarterly formal partnering
sessions, as well as informal partnering through Final Acceptance.
31.
Volume 2,
Section 2,
Page 7
DB Contractor shall include relevant Subcontractors in TWG meetings and
will require Subcontractors to complete
safety, environmental, and quality trainings prior to beginning work.
32.
Volume 2,
Section 2,
Page 10
DB Contractor shall hold weekly quality meetings, as required.
33.
Volume 2,
Section 2,
Page 17
DB Contractor shall maintain a well -organized work site that discourages
unauthorized entry and work disruptions.
34.
Volume 2,
Section 2,
Page 18
DB Contractor shall prepare and obtain necessary approvals for additional
environmental technical studies, including a Supplemental Noise Study
Report, Supplemental Noise Abatement Decision Report, and Supplemental
Visual Impact Memorandum as required for ATC approval.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 4 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
35.
Volume 2,
Section 2,
page 19
DB Contractor's Environmental Compliance Manager shall have the ability to
issue a stop work order should an issue result in potential violation from a
Governmental Entity within the area of the potential violation.
36.
Volume 2,
Section 2,
Page 19
DB Contractor shall, in coordination with RCTC, develop a permitting
checklist to aid in streamlining the Governmental Approval process.
37.
Volume 2,
Section 2,
Page 19
DB Contractor shall, in coordination with RCTC, develop a permitting
strategy that outlines the steps, schedules and desired outcome in order to
procure Governmental Approvals effectively.
38.
Volume 2,
Section 2,
Page 19
DB Contractor shall use Department's PS&E Review Tool during the
environmental review to identify ECR commitments and to confirm that
commitments have been incorporated into each design package.
39.
Volume 2,
Section 2,
Page 20
DB Contractor shall invite TSP to the Project initial scope clarification
meeting, design reviews, Turnover planning, and preparation for the
construction phase.
40.
Volume 2,
Section 2,
Page 20
DB Contractor shall coordinate, meet with and include the TSP so as to
better foster communication, coordination and cooperation with TSP. DB
Contractor shall; i) work with the TSP to identify any critical items or long
lead times with design requirements; ii) grant TSP early access to the Site for
inspections during construction; and iii) will work with TSP to identify points in
the schedule where TSP can have early access to preform investigation,
preliminary work and early start date for major TSP work.
41.
Volume 2,
Section 2,
Page 22
DB Contractor will present the construction critical path during the design
phase to DB Contractor and RCTC team members.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 5 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
APPENDIX 1
Exhibit 1.1 of the Proposal
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Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 6 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
Exhibit 1.2 of the Proposal
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Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 13-A
Page 7 of 7
Design -Build Contract
DB Contractor's Proposal Commitments
Draft Execution Copy: February 12, 2020
EXHIBIT 13-B
ATCS
The following table lists DB Contractor's Alternative Technical Concepts (ATCs), which are described
in further detail in the ATC submittals attached as Appendix 1, that DB Contractor may incorporate
into the Project. The Deviations set forth in the ATC submittals are approved by RCTC subject to
satisfaction of any conditions set forth in the letters from RCTC to DB Contractor. Such Deviations,
subject to satisfaction of any listed "conditions," expressly supersede any conflicting provisions in the
Technical Provisions, as provided in Section 1.2 of the Contract. The ATCs, to the extent utilized by
the DB Contractor, shall otherwise meet all requirements of the Contract.
ATC
No. 01
Lower Profile of SB-WB Connector
ATC
No. 04
Use of EPS Blocks as Lightweight Fill
Riverside County Transportation Commission Exhibit 13-B Design -Build Contract
Express Lanes Connector Project Page 1 of 4 ATCs
Draft Execution Copy: February 12, 2020
56800652.v31
ATC 01 - Lower the profile of the SW Connector to tie -into SR-91 and widen Bridge 26
DB Contractor shall implement ATC 01.
DB Contractor represents, warrants and covenants that:
a) Any design exceptions arising out of ATC 01 shall be the sole responsibility and risk
of DB Contractor. DB Contractor shall prepare for and obtain approvals from RCTC,
Department and FHWA of all design exceptions;
b) DB Contractor shall complete a new Toll System CCTV camera line -of -sight study (TP
Section 19.3.3) to determine if the location and height of CCTV cameras identified in
the Tolling Concept Plan will need to change. In such an event of a need for such
changes, all changes will be subject to approval of RCTC and at DB Contractor's risk
and expense;
c) DB Contractor shall provide all the necessary information to amend the existing
Governmental Approvals, including Environmental Approvals, such as a CEQA/NEPA
revalidation, and shall bear the risk of such amendments, revalidations and approvals
as set out in Section 1.9 of the Contract. The revalidation will also need to include a
new Noise Study Report and a new Noise Abatement Decision Report;
d) The proposed widening of the existing W91 Temescal Wash Bridge and Overhead
(Bridge 26) requires additional footing easements within BNSF property. RCTC
acquisition of these additional footing easements will be at DB Contractor's cost and
risk and will be subject to the provisions of Section 8.1.3 of the Contract "Additional
Properties and Access to BNSF Property." DB Contractor shall bear all risk of schedule
and cost impact associated with the acquisition of any Additional Properties arising out
of ATC 01, including Additional Properties relating to implementation of the ATC 01 or
mitigation thereof. The foregoing does not modify or diminish rights to review and
approve any Additional Property acquisition;
e) DB Contractor shall prepare and obtain approval from RCTC and Department for a
geometric approval drawing and corresponding Design Standard Decision Document
which shall otherwise be consistent with the Geometric Approval Drawing and SR-91
Ultimate Exhibit;
f) DB Contractor bears all risks of schedule and cost impact, responsibilities, obligations
and liabilities in connection with ATC 01, including, any impacts associated with
obtaining any Governmental Approvals in connection with the ATC 01 and any
submittal of any additional environmental review, revalidation, supplement or approval
in connection with ATC 01 (including the risk of not successfully obtaining any of the
foregoing); and
g) Except to the extent expressly provided in the Contract, DB Contractor is not entitled
to make any Claim or otherwise seek compensation, time extension, a Change Order
or other rights, remedies or relief against RCTC under the Contract or otherwise at
Law or in equity in connection with ATC 01, including the use and implementation
thereof.
Riverside County Transportation Commission Exhibit 13-B Design -Build Contract
Express Lanes Connector Project Page 2 of 4 ATCs
Draft Execution Copy: February 12, 2020
56800652.v31
ATC 04 — Use Expanded Polystyrene blocks as lightweight fill.
DB Contractor shall implement ATC 04.
DB Contractor represents, warrants and covenants that:
a) Design of the Expanded Polystyrene (EPS) block fill shall conform to the requirements
determined by the Department;
b) No design exceptions resulting from this ATC will be considered or permitted unless
approved by RCTC and Department;
c) EPS shall not be used within a mechanically stabilized earth system;
d) EPS shall not be used within a location that is prone to flooding, as determined by RCTC;
e) EPS shall not be used within an area that is prone to fires, as determined by RCTC,
without additional mitigation measures acceptable to RCTC;
f) EPS shall comply with, at a minimum, Caltrans Non -Standard Special Provision for
Lightweight Fill (EPS GEOFOAM) "19-04G";
DB Contractor bears all risks, responsibilities, obligations and liabilities in connection
with the ATC, including, but not limited, to any impacts associated with obtaining any
Governmental Approvals in connection with ATC 04 and any submittal of any additional
environmental review, revalidation, supplement or approval in connection with ATC 04
(including the risk of not successfully obtaining any of the foregoing); and
h) Except to the extent expressly provided in the Contract, DB Contractor is not entitled to
make any Claim or otherwise seek compensation, time extension, a Change Order or
other rights, remedies or relief against RCTC under the Contract or otherwise at Law or
in equity in connection with ATC 04, including the use and implementation thereof.
g)
Riverside County Transportation Commission Exhibit 13-B Design -Build Contract
Express Lanes Connector Project Page 3 of 4 ATCs
Draft Execution Copy: February 12, 2020
56800652.v31
Appendix 1
ATCs 01 and 04 identified in Section 1.1 of the Proposal are incorporated into this Contract by
reference.
Riverside County Transportation Commission Exhibit 13-B Design -Build Contract
Express Lanes Connector Project Page 4 of 4 ATCs
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 14
FEDERAL REQUIREMENTS
Exhibit Description
Attachment 1 — Reserved
Attachment 2 — Reserved
Attachment 3 — Reserved
Attachment 4 — Reserved
Attachment 5 — Reserved
Attachment 6 — Reserved
Attachment 7 — Compliance with Buy America Requirements
Attachment 8 — Reserved
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 14
Page 1 of 1
No. of Pages
1
2
Design -Build Contract
Federal Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 1 TO EXHIBIT 14
FEDERAL REQUIREMENTS FOR CONSTRUCTION PROJECT ON FEDERAL -AID
HIGHWAY
GENERAL. — The Work herein is subject to the statutes, rules, regulations and required
Contract provisions promulgated by the Federal Government included in this Exhibit 14.
Whenever in said required contract provisions references are made to:
(a) "contracting officer" or "authorized representative" such references shall
be construed to mean RCTC or its Authorized Representative;
(b) "contractor", "prime contractor", "bidder," "proposer," "Federal -aid
construction contractor," "prospective first tier participant," or "First Tier Participant," such
references shall be construed to mean DB Contractor or its Authorized Representative;
(c) "contract," "prime contract," "Federal -aid construction contract," or "design -
build contract," such references shall be construed to mean the Contract between DB
Contractor and RCTC for the Project;
(d) "subcontractor", "supplier", "vendor", "prospective lower tier participant,
"lower tier prospective participant," "Lower tier participant," or "lower tier subcontractor,"
such references shall be construed to mean any Subcontractor or Supplier; and
(e) "department", "agency," "department or agency with which this transaction
originated," "department or agency entering into this transaction," or "contracting agency,"
such references shall be construed to mean RCTC, except where a different department
or agency is specified.
BUY AMERICA REQUIREMENTS — This Contract is subject to 23 CFR § 635.410, Buy
America requirements. The provisions of 23 CFR § 635.410 are incorporated herein by reference.
Riverside County Transportation Commission
Express Lanes Connector Project
Attachment 1 to
Exhibit 14
Page 1 of 1
Design -Build Contract
Federal Requirements for Construction Project
on Federal -Aid Highway
Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 2 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 2 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 3 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 3 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 4 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 4 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 5 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 5 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 6 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 6 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 7 TO EXHIBIT 14
COMPLIANCE WITH BUY AMERICA REQUIREMENTS
DB Contractor shall comply with the Federal Highway Administration (FHWA) Buy America
Requirement in 23 CFR 635.410, which permits FHWA participation in the Contract only if
domestic steel and iron will be used on the Project. To be considered domestic, all steel and iron
used and all products manufactured from steel and iron must be produced in the United States
and all manufacturing processes for these materials must occur in the United States, with the
exception that pig iron and processed, pelletized and reduced iron ore manufactured outside of
the United States may be used in the domestic manufacturing process for such steel and iron
materials. The application of coatings, such as epoxy coating, galvanizing, painting and other
coating that protects or enhances the value of steel or iron materials shall be considered a
manufacturing process subject to Buy America requirements. This requirement does not preclude
a minimal use of foreign steel and iron materials, provided the cost of such materials does not
exceed 0.1 % of the contract price under the Contract.
A Certificate of Compliance shall be furnished for steel and iron materials. The certificates, in
addition to certifying that the materials comply with the specifications, shall specifically certify that
all manufacturing processes for the materials occurred in the United States, except as for the
above exception.
Riverside County Transportation Commission Attachment 7 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 2 Draft Execution Copy: February 12, 2020
56800652.v31
BUY AMERICA CERTIFICATE
Certificate of Compliance
DB Contractor hereby certifies that it will comply with the requirements of 23 U.S.C. 313, and the
applicable regulations in 23 CFR 635.410.
Date:
Signature:
DB Contractor's Name: Myers -Rados, A Joint Venture
Title:
Riverside County Transportation Commission Attachment 7 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 2 of 2 Draft Execution Copy: February 12, 2020
56800652.v31
ATTACHMENT 8 TO EXHIBIT 14
RESERVED
Riverside County Transportation Commission Attachment 8 to Design -Build Contract
Express Lanes Connector Project Exhibit 14 Reserved
Page 1 of 1 Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 15
FORM OF GUARANTY
[EXECUTED COPIES OF GUARANTEES TO REPLACE THIS FORM PRIOR TO EXECUTION
OF THE CONTRACT]
GUARANTY
This Guaranty (the "Guaranty") is made by The Rados Companies, a closely held private
corporation ("Guarantor"), in favor of the Riverside County Transportation Commission, a public
entity of the State of California ("RCTC").
WHEREAS, Myers -Rados, A Joint Venture, as DB Contractor ("DB Contractor"), and
RCTC are parties to that certain DB Contract (the "Contract") pursuant to which the DB Contractor
has agreed to develop, design, and construct the Project. Unless the context otherwise requires,
capitalized terms used but not separately defined in this Guaranty will have the meaning given to
them in the Contract.
To induce RCTC to (i) enter into the Contract; and (ii) consummate the transactions
contemplated thereby, Guarantor has agreed to enter into this Guaranty.
DB Contractor is a joint venture, comprised of Myers & Sons Construction, LLC and
Steven P. Rados, Inc. The Guarantor is a corporation. The execution of the Contract by RCTC
and the consummation of the transactions contemplated by the Contract will materially benefit
Guarantor. Without this Guaranty, RCTC would not have entered into the Contract with DB
Contractor. In consideration of RCTC's execution of the Contract and consummation of the
transactions contemplated by the Contract, Guarantor has agreed to execute this Guaranty.
NOW, THEREFORE, in consideration of the foregoing Recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor
agrees as follows:
1. Guaranty.
a. Guarantor guarantees to RCTC and its successors and assigns the full and prompt
payment and performance when due of all of the obligations of the DB Contractor arising out of,
in connection with, under or related to the Contract (including, without limitation, the DB
Contractor's obligation to make payment to RCTC for Liquidated Damages and indemnity). The
obligations guaranteed pursuant to this Guaranty are collectively referred to in this Guaranty as
the "Guaranteed Obligations."
b. Guarantor covenants to RCTC that if at any time the DB Contractor should default
in the performance when due of, observance when due of, or should commit a breach of, any of
the Guaranteed Obligations, Guarantor shall promptly, upon written notice by RCTC, perform or
pay the Guaranteed Obligations or cause the performance or payment of the Guaranteed
Obligations.
c. Guarantor agrees that, to the extent Guarantor's obligations under this Guaranty
relate to obligations of the DB Contractor which require performance other than the payment of
money, RCTC may proceed against Guarantor to effect specific performance of such obligations
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 1 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
(to the extent that such relief is available). Guarantor agrees to assume or to procure the
assumption of the Contract, and to perform or to procure the performance of all of the terms and
conditions under the Contract should the Contract be disaffirmed or rejected by a trustee or court
in a bankruptcy proceeding involving the DB Contractor, or, at the option of RCTC, Guarantor
shall, in the event of the DB Contractor's bankruptcy, make and enter into or have made and
entered into, by one or more entities reasonably satisfactory to RCTC, new contract documents
for the balance of the term of the Contract, which new contract documents shall be in form and
substance identical to the replaced Contract.
2. Unconditional Obligations. This Guaranty is a guaranty of payment and performance
and not of collection. Except as provided in Section 20, this Guaranty is an absolute,
unconditional and irrevocable guarantee of the full and prompt payment and performance when
due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished
or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If
any payment made by the DB Contractor or any other Person and applied to the Guaranteed
Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be repaid or refunded, then, to the extent of such payment
or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such
payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or
discharged, except by the complete payment and performance of the Guaranteed Obligations,
whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality
of the foregoing, Guarantor's obligations under this Guaranty will not be released, discharged or
otherwise affected by:
a. except as to applicable statutes of limitation, failure, omission, delay, waiver or
refusal by DB Contractor to exercise, in whole or in part, any right or remedy held by DB
Contractor with respect to the Contract or any transaction under the Contract;
b. any change in the Contract or the obligations under the Contract, any change in
the existence, structure or ownership of Guarantor or the DB Contractor, or any dissolution,
winding up, liquidation, insolvency, bankruptcy, reorganization or similar proceeding affecting the
DB Contractor, Guarantor or their respective assets or any defense that may arise in connection
with or as a result of such dissolution, winding up, liquidation, insolvency, bankruptcy,
reorganization or other proceeding;
c. the existence of any Claim or set-off which the DB Contractor has or Guarantor
may have against RCTC, whether in connection with this Guaranty or any unrelated transaction,
provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any Claim or
prevent the assertion of any Claim by separate suit;
d. any release of DB Contractor from any liability with respect to the Contract;
e. any failure of consideration or lack of authority of the DB Contractor, any lack of
validity or enforceability, illegality or defect or deficiency, or any other defense to formation of the
Contract (or any term, condition or covenant thereof);
f. any change in the time, manner, terms, place of payment of, or any other term of
all or any of the Guaranteed Obligations, or any other amendment, waiver of, or any consent to
departure from any Contract executed in connection therewith;
g• the incapacity or lack of power or authority of, or dissolution or change in, the
members or shareholders of the DB Contractor;
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 2 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
h. any release or subordination of any collateral then held by RCTC as security for
the performance by DB Contractor of the Guaranteed Obligations; or
any other circumstance that might otherwise constitute a defense available to, or
a discharge of, Guarantor with respect to the Guaranteed Obligations, other than performance or
payment in full of the Guaranteed Obligations.
This Guaranty will in all respects be a continuing, absolute, and unconditional guaranty
irrespective of the genuineness, validity, regularity or enforceability of the Contract, Guaranteed
Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed
Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any
collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as
provided in Section 20.
3. Independent Obligations. Guarantor agrees that the Guaranteed Obligations are
independent of the obligations of the DB Contractor and if any default occurs under this Guaranty,
a separate action or actions may be brought and prosecuted against Guarantor whether or not
the DB Contractor is joined therein. RCTC may maintain successive actions for other defaults of
Guarantor. RCTC's rights under this Guaranty will not be exhausted by the exercise of any of its
rights or remedies or by any such action or by any number of successive actions until and unless
all Guaranteed Obligations have been indefeasibly paid and fully performed.
a. Guarantor agrees that RCTC may enforce this Guaranty, at any time and from time
to time, without the necessity of resorting to or exhausting any security or collateral and without
the necessity of proceeding against the DB Contractor. Guarantor waives the right to require
RCTC to proceed against the DB Contractor, to exercise any right or remedy under any of the
Contract or to pursue any other remedy or to enforce any other right.
b. Guarantor will continue to be subject to this Guaranty notwithstanding: (i) any
modification, agreement or stipulation between the DB Contractor and RCTC or their respective
successors and assigns, with respect to any of the Contract or the Guaranteed Obligations;
(ii) any waiver of or failure to enforce the Guaranteed Obligations or any of the terms, covenants
or conditions contained in any of the Contract or any modification thereof; (iii) any release of the
DB Contractor from any liability with respect to any of the Contract; or (iv) any release or
subordination of any collateral then held by RCTC as security for the performance by the DB
Contractor of the Guaranteed Obligations.
c. The Guaranteed Obligations are not conditional or contingent upon the
genuineness, validity, regularity or enforceability of any of the Contract or the pursuit by RCTC of
any remedies which RCTC either now has or may hereafter have with respect thereto under any
of the Contract.
d. DB Contractor and Guarantor acknowledge and agree that Guarantor's obligations
and undertakings under this Guaranty are derivative of, and not in excess of, the Guaranteed
Obligations and Guarantor shall be entitled to all rights and defenses of DB Contractor except as
previously waived or disclaimed in this Guaranty. Notwithstanding any other term or provision of
this Guaranty, in the event that the DB Contractor's obligations have been changed by any
modification, agreement or stipulation between DB Contractor and RCTC or their respective
successors or assigns, the term "Guaranteed Obligations" as used in this Guaranty shall mean
the Guaranteed Obligations as so changed, except that the Guaranteed Obligations shall be
determined without regard to the effect of any such modification, agreement or stipulation in the
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 3 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
context of a bankruptcy or insolvency proceeding in which DB Contractor is the debtor, unless
otherwise specified in the modification, agreement or stipulation.
4. Liability of Guarantor.
a. RCTC may enforce this Guaranty upon the occurrence of a breach by the DB
Contractor of any of the Guaranteed Obligations, notwithstanding the existence of any dispute
between RCTC and the DB Contractor with respect to the existence of such a breach.
b. Guarantor's performance of some, but not all, of the Guaranteed Obligations will
in no way limit, affect, modify or abridge Guarantor's liability for those Guaranteed Obligations
that have not been performed.
c. RCTC, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability of this Guaranty or giving rise to any reduction,
limitation, impairment, discharge or termination of Guarantor's liability under this Guaranty, from
time to time may (i) with respect to the financial obligations of the DB Contractor, if and as
permitted by the Contract, renew, extend, accelerate, increase the rate of interest on, or otherwise
change the time, place, manner or terms of payment of financial obligations that are Guaranteed
Obligations, and/or subordinate the payment of the same to the payment of any other obligations,
(ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with
respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto,
(iii) request and accept other guarantees of the Guaranteed Obligations and take and hold
security for the payment and performance of this Guaranty or the Guaranteed Obligations,
(iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter,
subordinate or modify, with or without consideration, any security for performance of the
Guaranteed Obligations, any other guarantees of the Guaranteed Obligations, or any other
obligation of any Person with respect to the Guaranteed Obligations, (v) enforce and apply any
security hereafter held by or for the benefit of RCTC in respect of this Guaranty or the Guaranteed
Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy
that RCTC may have against any such security, as RCTC in its discretion may determine, and
(vi) exercise any other rights available to it under the Contract.
d. This Guaranty and the obligations of Guarantor under this Guaranty will be valid
and enforceable and will not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than indefeasible performance in full of the Guaranteed
Obligations), including without limitation the occurrence of any of the following, whether or not
Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert
or enforce an agreement or election not to assert or enforce, or the stay or enjoining, by order of
court, by operation of law or otherwise, of the exercise or enforcement of, any Claim or demand
or any right, power or remedy (whether arising under the Contract, at law, in equity or otherwise)
with respect to the Guaranteed Obligations or any agreement or instrument relating thereto;
(ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any
of the terms or provisions (including without limitation provisions relating to events of default) of
the Contract or any agreement or instrument executed pursuant thereto; (iii) RCTC's knowledge
of or consent to the change, reorganization or termination of the corporate structure or existence
of the DB Contractor; (iv) any defenses, set -offs or counterclaims that the DB Contractor may
allege or assert against RCTC in respect of the Guaranteed Obligations, except as provided in
Section 20.
5. Waivers. To the fullest extent permitted by law, Guarantor hereby waives and agrees
not to assert or take advantage of:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 4 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
a. any right to require RCTC to proceed against the DB Contractor or any other
Person or to proceed against or exhaust any security held by RCTC at any time or to pursue any
right or remedy under any of the Contract or any other remedy in RCTC's power before
proceeding against Guarantor;
b. any defense that may arise by reason of the incapacity, lack of authority, death or
disability of, or revocation hereby by Guarantor, the DB Contractor or any other Person or the
failure of RCTC to file or enforce a claim against the estate (either in administration, bankruptcy
or any other proceeding) of any such Person;
c. any defense that may arise by reason of any presentment, demand for payment or
performance or otherwise, protest or notice of any other kind or lack thereof;
d. any right or defense arising out of an election of remedies by RCTC even though
the election of remedies, such as non -judicial foreclosure with respect to any security for the
Guaranteed Obligations, has destroyed the Guarantor's rights of subrogation and reimbursement
against the DB Contractor by the operation of Section 580d of the California Code of Civil
Procedure or otherwise;
e. all notices to Guarantor or to any other Person, including, but not limited to, notices
of the acceptance of this Guaranty or the creation, renewal, extension, modification, accrual of
any of the obligations of the DB Contractor under any of the Contract, or of default in the payment
or performance of any such obligations, enforcement of any right or remedy with respect thereto
or notice of any other matters relating thereto;
f. any defense based upon any act or omission of RCTC which directly or indirectly
results in or aids the discharge or release of the DB Contractor, Guarantor or any security given
or held by RCTC in connection with the Guaranteed Obligations;
g. any duty on the part of RCTC to disclose to Guarantor any facts RCTC may now
or hereafter know about the DB Contractor, regardless of whether RCTC has reason to believe
that any such facts materially increase the risk beyond that which Guarantor intends to assume,
has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity
to communicate such facts to Guarantor. Guarantor acknowledges that it is fully responsible for
being and keeping informed of the financial condition of the DB Contractor and of all
circumstances bearing on the risk of non-payment of any Guaranteed Obligations;
h. [the fact that Guarantor may at any time in the future dispose of all or part of its
direct or indirect ownership or economic interests in the DB Contractor]; and
any and all suretyship defenses under applicable law.
6. Waiver of Subrogation and Rights of Reimbursement. Until the Guaranteed
Obligations have been indefeasibly paid in full, Guarantor waives any claim, right or remedy which
it may now have or may hereafter acquire against the DB Contractor that arises from the
performance of Guarantor under this Guaranty, including, without limitation, any claim, right or
remedy of subrogation, reimbursement, exoneration, contribution, or indemnification, or
participation in any claim, right or remedy of RCTC against the DB Contractor, or any other
security or collateral that RCTC now has or hereafter acquires, whether or not such claim, right
or remedy arises in equity, under contract, by statute, under common law or otherwise. All existing
or future indebtedness of the DB Contractor or any shareholders, partners, members, joint
venturers of the DB Contractor to Guarantor is subordinated to all of the Guaranteed Obligations
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 5 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
until such time as all Guaranteed Obligations shall have been indefeasibly paid in full. Whenever
and for so long as the DB Contractor shall be in default in the performance of a Guaranteed
Obligation, no payments with respect to any such indebtedness shall be made by the DB
Contractor or any shareholders, partners, members, joint venturers of the DB Contractor to
Guarantor without the prior written consent of RCTC. Any payment by the DB Contractor or any
shareholders, partners, members, joint venturers of the DB Contractor to Guarantor in violation
of this provision shall be deemed to have been received by Guarantor as trustee for RCTC.
7. Cumulative Rights. All rights, powers and remedies of RCTC under this Guaranty will
be in addition to and not in lieu of all other rights, powers and remedies given to RCTC, whether
at law, in equity or otherwise.
8. Notices. All demands, notices and other communications provided for under this
Guaranty shall, unless otherwise specifically provided herein, comply with Section 27.11.1 of the
Contract.
9. No Waiver. Any forbearance or failure to exercise, and any delay by RCTC in exercising,
any right, power or remedy under this Guaranty will not impair any such right, power or remedy
or be construed to be a waiver thereof, nor will it preclude the further exercise of any such right,
power or remedy.
10. Assignability. This Guaranty is binding upon and inures to the benefit of the successors
and assigns of Guarantor and RCTC, but is not assignable by Guarantor without the prior written
consent of RCTC, which consent may be granted or withheld in RCTC's sole discretion. Any
assignment by Guarantor effected in accordance with this Section 10 will not relieve Guarantor of
its obligations and liabilities under this Guaranty.
11. Amendments. No amendment of this Guaranty shall be effective unless in writing and
signed by Guarantor and RCTC. No waiver of any provision of this Guaranty nor consent to any
departure by Guarantor therefrom shall in any event be effective unless such waiver shall be in
writing and signed by RCTC. Any such waiver shall be effective only in the specific instance and
for the specific purpose for which it was given.
12. Captions. The captions in this Guaranty are for convenience only and shall not be
deemed part of this Guaranty or considered in construing this Guaranty.
13. Construction of Agreement. Ambiguities or uncertainties in the wording of this Guaranty
will not be construed for or against any party, but will be construed in the manner that most
accurately reflects the parties' intent as of the date hereof.
14. Representations and Warranties. In addition to the representations and warranties with
respect to solvency set forth in Section 16, Guarantor represents and warrants that:
a. it is a corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and qualified to do business and is in good standing under the laws
of the State of California;
b. it has full power, right and authority to execute, deliver and perform this Guaranty;
c. the execution, delivery, and performance by Guarantor of this Guaranty have been
duly authorized by all necessary corporate action on the part of Guarantor and proof of such
authorization will be provided with the execution of this Guaranty;
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 6 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
d. this Guaranty has been duly executed and delivered and constitutes the legal, valid
and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms;
e. neither the execution nor delivery of this Guaranty nor compliance with or
fulfillment of the terms, conditions, and provisions hereof, will conflict with, result in a material
breach or violation of the terms, conditions, or provisions of, or constitute a material default, an
event of default, or an event creating rights of acceleration, termination, or cancellation, or a loss
of rights under: (1) the certificate of incorporation or by-laws of Guarantor, (2) any judgment,
decree, order, contract, agreement, indenture, instrument, note, mortgage, lease, governmental
permit, or other authorization, right, restriction, or obligation to which Guarantor is a party or any
of its property is subject or by which Guarantor is bound, or (3) any federal, state, or local law,
statute, ordinance, rule or regulation applicable to Guarantor;
f. it now has and will continue to have full and complete access to any and all
information concerning the transactions contemplated by the Contract or referred to therein, the
financial status of the DB Contractor and the ability of the DB Contractor to pay and perform the
Guaranteed Obligations;
g• it has reviewed and approved copies of the Contract and is fully informed of the
remedies RCTC may pursue, with or without notice to the DB Contractor or any other Person, in
the event of default of any of the Guaranteed Obligations;
h. it has made and so long as the Guaranteed Obligations (or any portion thereof)
remain unsatisfied, it will make its own credit analysis of the DB Contractor and will keep itself
fully informed as to all aspects of the financial condition of the DB Contractor, the performance of
the Guaranteed Obligations and of all circumstances bearing upon the risk of nonpayment or
nonperformance of the Guaranteed Obligations. Guarantor hereby waives and relinquishes any
duty on the part of RCTC to disclose any matter, fact or thing relating to the business, operations
or conditions of the DB Contractor now known or hereafter known by RCTC;
no consent, authorization, approval, order, license, certificate, or permit or act of
or from, or declaration or filing with, any governmental authority or any party to any contract,
agreement, instrument, lease, or license to which Guarantor is a party or by which Guarantor is
bound, is required for the execution, delivery, or compliance with the terms hereof by Guarantor,
except as have been obtained prior to the date of this Guaranty;
j. there is no pending or, to the best of its knowledge, threatened action, suit,
proceeding, arbitration, litigation, or investigation of or before any Governmental Entity which
challenges the validity or enforceability of this Guaranty;
k. it is not subject to any outstanding judgment, rule, writ, injunction or decree of any
Governmental Entity that adversely affects its ability to perform its obligations under this Guaranty;
and
it derives a substantial direct or indirect economic benefit from the Contract.
15. Limitation by Law. All rights, remedies and powers provided in this Guaranty may be
exercised only to the extent that such exercise does not violate any applicable provision of law,
and all the provisions of this Guaranty are intended to be subject to all applicable mandatory
provisions of law that may be controlling and to be limited to the extent necessary so that they will
not render this Guaranty invalid, unenforceable, in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable law.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 7 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
16. Bankruptcy; Post -Petition Interest; Reinstatement of Guaranty; Solvency.
a. The obligations of Guarantor under this Guaranty will not be reduced, limited,
impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of the DB Contractor or by any defense which the DB Contractor may have by
reason of the order, decree or decision of any court or administrative body resulting from any such
proceeding. RCTC is not obligated to file any claim relating to the Guaranteed Obligations if the
DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the
failure of RCTC so to file will not affect Guarantor's obligations under this Guaranty.
b. Guarantor acknowledges and agrees that any interest on any portion of the
Guaranteed Obligations which accrues after the commencement of any proceeding referred to in
clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guaranteed Obligations if said proceedings had not been
commenced) will be included in the Guaranteed Obligations because it is the intention of
Guarantor and RCTC that the Guaranteed Obligations should be determined without regard to
any rule of law or order which may relieve the DB Contractor of any portion of such Guaranteed
Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or any similar person to pay RCTC, or allow the claim of
RCTC in respect of, any such interest accruing after the date on which such proceeding is
commenced.
17. Governing Law. This Guaranty shall be governed by and construed in accordance with
the law of the State of California, without regard to conflict of law principles. The venue of any
court, judicial or referee proceeding under this Contract shall be in Riverside County, California,
unless changed by the judicial officer.
18. Attorneys' Fees. Guarantor agrees to pay to RCTC without demand reasonable
attorneys' fees and all costs and other expenses (whether by lawsuit or otherwise, and including
such fees and costs of litigation, arbitration and bankruptcy, and including appeals) incurred by
RCTC in enforcing, collecting or compromising any Guaranteed Obligation or enforcing or
collecting this Guaranty against Guarantor or in attempting to do any or all of the foregoing.
19. Joint and Several Liability. If the Guarantor is comprised of more than one individual
and/or entity, such individuals and/or entities, as applicable, shall be jointly and severally liable
for the Guaranteed Obligations. If more than one guaranty is executed with respect to the DB
Contractor and the Project, each guarantor under such a guaranty shall be jointly and severally
liable with the other guarantors with respect to the obligations guaranteed under such guaranties.
20. Defenses. Notwithstanding any other provision to the contrary, Guarantor shall be entitled
to the benefit of all defenses available to the DB Contractor under the Contract except (a) those
expressly waived in this Guaranty, (b) failure of consideration, lack of authority of the DB
Contractor and any other defense to formation of the Contract, and (c) defenses available to the
DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization
or similar relief of debtors. Action against Guarantor under this Guaranty shall be subject to no
prior notice or demand.
21. Entire Agreement. This Guaranty contains the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements, understandings,
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 8 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
statements, representations and negotiations between the parties with respect to their subject
matter.
22. Severability. If any clause, provision, section or part of this Guaranty is ruled invalid by
a court having proper jurisdiction, it will be adjusted rather than voided, to achieve the intent of
the parties. The invalidity or unenforceability of any such clause, provision, section or part shall
not affect the validity or enforceability of the balance of this Guaranty, which shall be construed
and enforced as if this Guaranty did not contain such invalid or unenforceable clause, provision,
section or part.
23. Additional Guarantor Waivers and Acknowledgements.
a. Guarantor hereby waives any and all defenses it might have that liquidated
damages or stipulated damages constitute a penalty or that they do not bear a reasonable relation
to the actual damages.
b. GUARANTOR ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS
OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON EXECUTION OF THIS
GUARANTY. NO FORMAL ACCEPTANCE BY RCTC IS NECESSARY TO MAKE THIS
GUARANTY EFFECTIVE. THIS GUARANTY IS EFFECTIVE AS OF THE DATE HEREOF.
[SIGNATURES ON NEXT PAGE]
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 9 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered
by its duly authorized officer effective as of this [ 1 day of [ ] 2020.
The Rados Companies
By:
Name:
Title:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 10 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
FORM OF GUARANTY
[EXECUTED COPIES OF GUARANTEES TO REPLACE THIS FORM PRIOR TO EXECUTION
OF THE CONTRACT]
GUARANTY
This Guaranty (the "Guaranty") is made by Myers & Sons Construction, LP ("Guarantor"), in favor
of the Riverside County Transportation Commission, a public entity of the State of California
("RCTC").
WHEREAS, Meyers -Rados, A Joint Venture, as DB Contractor ("DB Contractor"), and
RCTC are parties to that certain DB Contract (the "Contract") pursuant to which the DB Contractor
has agreed to develop, design, and construct the Project. Unless the context otherwise requires,
capitalized terms used but not separately defined in this Guaranty will have the meaning given to
them in the Contract.
To induce RCTC to (i) enter into the Contract; and (ii) consummate the transactions
contemplated thereby, Guarantor has agreed to enter into this Guaranty.
DB Contractor is a joint venture. The Guarantor is a limited partnership. The execution
of the Contract by RCTC and the consummation of the transactions contemplated by the Contract
will materially benefit Guarantor. Without this Guaranty, RCTC would not have entered into the
Contract with DB Contractor. In consideration of RCTC's execution of the Contract and
consummation of the transactions contemplated by the Contract, Guarantor has agreed to
execute this Guaranty.
NOW, THEREFORE, in consideration of the foregoing Recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor
agrees as follows:
24. Guaranty.
a. Guarantor guarantees to RCTC and its successors and assigns the full and prompt
payment and performance when due of all of the obligations of the DB Contractor arising out of,
in connection with, under or related to the Contract (including, without limitation, the DB
Contractor's obligation to make payment to RCTC for Liquidated Damages and indemnity). The
obligations guaranteed pursuant to this Guaranty are collectively referred to in this Guaranty as
the "Guaranteed Obligations."
b. Guarantor covenants to RCTC that if at any time the DB Contractor should default
in the performance when due of, observance when due of, or should commit a breach of, any of
the Guaranteed Obligations, Guarantor shall promptly, upon written notice by RCTC, perform or
pay the Guaranteed Obligations or cause the performance or payment of the Guaranteed
Obligations.
c. Guarantor agrees that, to the extent Guarantor's obligations under this Guaranty
relate to obligations of the DB Contractor which require performance other than the payment of
money, RCTC may proceed against Guarantor to effect specific performance of such obligations
(to the extent that such relief is available). Guarantor agrees to assume or to procure the
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 11 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
assumption of the Contract, and to perform or to procure the performance of all of the terms and
conditions under the Contract should the Contract be disaffirmed or rejected by a trustee or court
in a bankruptcy proceeding involving the DB Contractor, or, at the option of RCTC, Guarantor
shall, in the event of the DB Contractor's bankruptcy, make and enter into or have made and
entered into, by one or more entities reasonably satisfactory to RCTC, new contract documents
for the balance of the term of the Contract, which new contract documents shall be in form and
substance identical to the replaced Contract.
25. Unconditional Obligations. This Guaranty is a guaranty of payment and performance
and not of collection. Except as provided in Section 20, this Guaranty is an absolute,
unconditional and irrevocable guarantee of the full and prompt payment and performance when
due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished
or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If
any payment made by the DB Contractor or any other Person and applied to the Guaranteed
Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be repaid or refunded, then, to the extent of such payment
or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such
payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or
discharged, except by the complete payment and performance of the Guaranteed Obligations,
whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality
of the foregoing, Guarantor's obligations under this Guaranty will not be released, discharged or
otherwise affected by:
a. except as to applicable statutes of limitation, failure, omission, delay, waiver or
refusal by DB Contractor to exercise, in whole or in part, any right or remedy held by DB
Contractor with respect to the Contract or any transaction under the Contract;
b. any change in the Contract or the obligations under the Contract, any change in
the existence, structure or ownership of Guarantor or the DB Contractor, or any dissolution,
winding up, liquidation, insolvency, bankruptcy, reorganization or similar proceeding affecting the
DB Contractor, Guarantor or their respective assets or any defense that may arise in connection
with or as a result of such dissolution, winding up, liquidation, insolvency, bankruptcy,
reorganization or other proceeding;
c. the existence of any Claim or set-off which the DB Contractor has or Guarantor
may have against RCTC, whether in connection with this Guaranty or any unrelated transaction,
provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any Claim or
prevent the assertion of any Claim by separate suit;
d. any release of DB Contractor from any liability with respect to the Contract;
e. any failure of consideration or lack of authority of the DB Contractor, any lack of
validity or enforceability, illegality or defect or deficiency, or any other defense to formation of the
Contract (or any term, condition or covenant thereof);
f. any change in the time, manner, terms, place of payment of, or any other term of
all or any of the Guaranteed Obligations, or any other amendment, waiver of, or any consent to
departure from any Contract executed in connection therewith;
g• the incapacity or lack of power or authority of, or dissolution or change in, the
members or shareholders of the DB Contractor;
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 12 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
h. any release or subordination of any collateral then held by RCTC as security for
the performance by DB Contractor of the Guaranteed Obligations; or
any other circumstance that might otherwise constitute a defense available to, or
a discharge of, Guarantor with respect to the Guaranteed Obligations, other than performance or
payment in full of the Guaranteed Obligations.
This Guaranty will in all respects be a continuing, absolute, and unconditional guaranty
irrespective of the genuineness, validity, regularity or enforceability of the Contract, Guaranteed
Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed
Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any
collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as
provided in Section 20.
26. Independent Obligations. Guarantor agrees that the Guaranteed Obligations are
independent of the obligations of the DB Contractor and if any default occurs under this Guaranty,
a separate action or actions may be brought and prosecuted against Guarantor whether or not
the DB Contractor is joined therein. RCTC may maintain successive actions for other defaults of
Guarantor. RCTC's rights under this Guaranty will not be exhausted by the exercise of any of its
rights or remedies or by any such action or by any number of successive actions until and unless
all Guaranteed Obligations have been indefeasibly paid and fully performed.
a. Guarantor agrees that RCTC may enforce this Guaranty, at any time and from time
to time, without the necessity of resorting to or exhausting any security or collateral and without
the necessity of proceeding against the DB Contractor. Guarantor waives the right to require
RCTC to proceed against the DB Contractor, to exercise any right or remedy under any of the
Contract or to pursue any other remedy or to enforce any other right.
b. Guarantor will continue to be subject to this Guaranty notwithstanding: (i) any
modification, agreement or stipulation between the DB Contractor and RCTC or their respective
successors and assigns, with respect to any of the Contract or the Guaranteed Obligations;
(ii) any waiver of or failure to enforce the Guaranteed Obligations or any of the terms, covenants
or conditions contained in any of the Contract or any modification thereof; (iii) any release of the
DB Contractor from any liability with respect to any of the Contract; or (iv) any release or
subordination of any collateral then held by RCTC as security for the performance by the DB
Contractor of the Guaranteed Obligations.
c. The Guaranteed Obligations are not conditional or contingent upon the
genuineness, validity, regularity or enforceability of any of the Contract or the pursuit by RCTC of
any remedies which RCTC either now has or may hereafter have with respect thereto under any
of the Contract.
d. DB Contractor and Guarantor acknowledge and agree that Guarantor's obligations
and undertakings under this Guaranty are derivative of, and not in excess of, the Guaranteed
Obligations and Guarantor shall be entitled to all rights and defenses of DB Contractor except as
previously waived or disclaimed in this Guaranty. Notwithstanding any other term or provision of
this Guaranty, in the event that the DB Contractor's obligations have been changed by any
modification, agreement or stipulation between DB Contractor and RCTC or their respective
successors or assigns, the term "Guaranteed Obligations" as used in this Guaranty shall mean
the Guaranteed Obligations as so changed, except that the Guaranteed Obligations shall be
determined without regard to the effect of any such modification, agreement or stipulation in the
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 13 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
context of a bankruptcy or insolvency proceeding in which DB Contractor is the debtor, unless
otherwise specified in the modification, agreement or stipulation.
27. Liability of Guarantor.
a. RCTC may enforce this Guaranty upon the occurrence of a breach by the DB
Contractor of any of the Guaranteed Obligations, notwithstanding the existence of any dispute
between RCTC and the DB Contractor with respect to the existence of such a breach.
b. Guarantor's performance of some, but not all, of the Guaranteed Obligations will
in no way limit, affect, modify or abridge Guarantor's liability for those Guaranteed Obligations
that have not been performed.
c. RCTC, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability of this Guaranty or giving rise to any reduction,
limitation, impairment, discharge or termination of Guarantor's liability under this Guaranty, from
time to time may (i) with respect to the financial obligations of the DB Contractor, if and as
permitted by the Contract, renew, extend, accelerate, increase the rate of interest on, or otherwise
change the time, place, manner or terms of payment of financial obligations that are Guaranteed
Obligations, and/or subordinate the payment of the same to the payment of any other obligations,
(ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with
respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto,
(iii) request and accept other guarantees of the Guaranteed Obligations and take and hold
security for the payment and performance of this Guaranty or the Guaranteed Obligations,
(iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter,
subordinate or modify, with or without consideration, any security for performance of the
Guaranteed Obligations, any other guarantees of the Guaranteed Obligations, or any other
obligation of any Person with respect to the Guaranteed Obligations, (v) enforce and apply any
security hereafter held by or for the benefit of RCTC in respect of this Guaranty or the Guaranteed
Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy
that RCTC may have against any such security, as RCTC in its discretion may determine, and
(vi) exercise any other rights available to it under the Contract.
d. This Guaranty and the obligations of Guarantor under this Guaranty will be valid
and enforceable and will not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than indefeasible performance in full of the Guaranteed
Obligations), including without limitation the occurrence of any of the following, whether or not
Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert
or enforce an agreement or election not to assert or enforce, or the stay or enjoining, by order of
court, by operation of law or otherwise, of the exercise or enforcement of, any Claim or demand
or any right, power or remedy (whether arising under the Contract, at law, in equity or otherwise)
with respect to the Guaranteed Obligations or any agreement or instrument relating thereto;
(ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any
of the terms or provisions (including without limitation provisions relating to events of default) of
the Contract or any agreement or instrument executed pursuant thereto; (iii) RCTC's knowledge
of or consent to the change, reorganization or termination of the corporate structure or existence
of the DB Contractor; (iv) any defenses, set -offs or counterclaims that the DB Contractor may
allege or assert against RCTC in respect of the Guaranteed Obligations, except as provided in
Section 20.
28. Waivers. To the fullest extent permitted by law, Guarantor hereby waives and agrees
not to assert or take advantage of:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 14 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
a. any right to require RCTC to proceed against the DB Contractor or any other
Person or to proceed against or exhaust any security held by RCTC at any time or to pursue any
right or remedy under any of the Contract or any other remedy in RCTC's power before
proceeding against Guarantor;
b. any defense that may arise by reason of the incapacity, lack of authority, death or
disability of, or revocation hereby by Guarantor, the DB Contractor or any other Person or the
failure of RCTC to file or enforce a claim against the estate (either in administration, bankruptcy
or any other proceeding) of any such Person;
c. any defense that may arise by reason of any presentment, demand for payment or
performance or otherwise, protest or notice of any other kind or lack thereof;
d. any right or defense arising out of an election of remedies by RCTC even though
the election of remedies, such as non -judicial foreclosure with respect to any security for the
Guaranteed Obligations, has destroyed the Guarantor's rights of subrogation and reimbursement
against the DB Contractor by the operation of Section 580d of the California Code of Civil
Procedure or otherwise;
e. all notices to Guarantor or to any other Person, including, but not limited to, notices
of the acceptance of this Guaranty or the creation, renewal, extension, modification, accrual of
any of the obligations of the DB Contractor under any of the Contract, or of default in the payment
or performance of any such obligations, enforcement of any right or remedy with respect thereto
or notice of any other matters relating thereto;
f. any defense based upon any act or omission of RCTC which directly or indirectly
results in or aids the discharge or release of the DB Contractor, Guarantor or any security given
or held by RCTC in connection with the Guaranteed Obligations;
g. any duty on the part of RCTC to disclose to Guarantor any facts RCTC may now
or hereafter know about the DB Contractor, regardless of whether RCTC has reason to believe
that any such facts materially increase the risk beyond that which Guarantor intends to assume,
has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity
to communicate such facts to Guarantor. Guarantor acknowledges that it is fully responsible for
being and keeping informed of the financial condition of the DB Contractor and of all
circumstances bearing on the risk of non-payment of any Guaranteed Obligations;
h. [the fact that Guarantor may at any time in the future dispose of all or part of its
direct or indirect ownership or economic interests in the DB Contractor]; and
any and all suretyship defenses under applicable law.
29. Waiver of Subrogation and Rights of Reimbursement. Until the Guaranteed
Obligations have been indefeasibly paid in full, Guarantor waives any claim, right or remedy which
it may now have or may hereafter acquire against the DB Contractor that arises from the
performance of Guarantor under this Guaranty, including, without limitation, any claim, right or
remedy of subrogation, reimbursement, exoneration, contribution, or indemnification, or
participation in any claim, right or remedy of RCTC against the DB Contractor, or any other
security or collateral that RCTC now has or hereafter acquires, whether or not such claim, right
or remedy arises in equity, under contract, by statute, under common law or otherwise. All existing
or future indebtedness of the DB Contractor or any shareholders, partners, members, joint
venturers of the DB Contractor to Guarantor is subordinated to all of the Guaranteed Obligations
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 15 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
until such time as all Guaranteed Obligations shall have been indefeasibly paid in full. Whenever
and for so long as the DB Contractor shall be in default in the performance of a Guaranteed
Obligation, no payments with respect to any such indebtedness shall be made by the DB
Contractor or any shareholders, partners, members, joint venturers of the DB Contractor to
Guarantor without the prior written consent of RCTC. Any payment by the DB Contractor or any
shareholders, partners, members, joint venturers of the DB Contractor to Guarantor in violation
of this provision shall be deemed to have been received by Guarantor as trustee for RCTC.
30. Cumulative Rights. All rights, powers and remedies of RCTC under this Guaranty will
be in addition to and not in lieu of all other rights, powers and remedies given to RCTC, whether
at law, in equity or otherwise.
31. Notices. All demands, notices and other communications provided for under this
Guaranty shall, unless otherwise specifically provided herein, comply with Section 27.11.1 of the
Contract.
32. No Waiver. Any forbearance or failure to exercise, and any delay by RCTC in exercising,
any right, power or remedy under this Guaranty will not impair any such right, power or remedy
or be construed to be a waiver thereof, nor will it preclude the further exercise of any such right,
power or remedy.
33. Assignability. This Guaranty is binding upon and inures to the benefit of the successors
and assigns of Guarantor and RCTC, but is not assignable by Guarantor without the prior written
consent of RCTC, which consent may be granted or withheld in RCTC's sole discretion. Any
assignment by Guarantor effected in accordance with this Section 10 will not relieve Guarantor of
its obligations and liabilities under this Guaranty.
34. Amendments. No amendment of this Guaranty shall be effective unless in writing and
signed by Guarantor and RCTC. No waiver of any provision of this Guaranty nor consent to any
departure by Guarantor therefrom shall in any event be effective unless such waiver shall be in
writing and signed by RCTC. Any such waiver shall be effective only in the specific instance and
for the specific purpose for which it was given.
35. Captions. The captions in this Guaranty are for convenience only and shall not be
deemed part of this Guaranty or considered in construing this Guaranty.
36. Construction of Agreement. Ambiguities or uncertainties in the wording of this Guaranty
will not be construed for or against any party, but will be construed in the manner that most
accurately reflects the parties' intent as of the date hereof.
37. Representations and Warranties. In addition to the representations and warranties with
respect to solvency set forth in Section 16, Guarantor represents and warrants that:
a. it is a corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and qualified to do business and is in good standing under the laws
of the State of California;
b. it has full power, right and authority to execute, deliver and perform this Guaranty;
c. the execution, delivery, and performance by Guarantor of this Guaranty have been
duly authorized by all necessary corporate action on the part of Guarantor and proof of such
authorization will be provided with the execution of this Guaranty;
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 16 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
d. this Guaranty has been duly executed and delivered and constitutes the legal, valid
and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms;
e. neither the execution nor delivery of this Guaranty nor compliance with or
fulfillment of the terms, conditions, and provisions hereof, will conflict with, result in a material
breach or violation of the terms, conditions, or provisions of, or constitute a material default, an
event of default, or an event creating rights of acceleration, termination, or cancellation, or a loss
of rights under: (1) the certificate of incorporation or by-laws of Guarantor, (2) any judgment,
decree, order, contract, agreement, indenture, instrument, note, mortgage, lease, governmental
permit, or other authorization, right, restriction, or obligation to which Guarantor is a party or any
of its property is subject or by which Guarantor is bound, or (3) any federal, state, or local law,
statute, ordinance, rule or regulation applicable to Guarantor;
f. it now has and will continue to have full and complete access to any and all
information concerning the transactions contemplated by the Contract or referred to therein, the
financial status of the DB Contractor and the ability of the DB Contractor to pay and perform the
Guaranteed Obligations;
g• it has reviewed and approved copies of the Contract and is fully informed of the
remedies RCTC may pursue, with or without notice to the DB Contractor or any other Person, in
the event of default of any of the Guaranteed Obligations;
h. it has made and so long as the Guaranteed Obligations (or any portion thereof)
remain unsatisfied, it will make its own credit analysis of the DB Contractor and will keep itself
fully informed as to all aspects of the financial condition of the DB Contractor, the performance of
the Guaranteed Obligations and of all circumstances bearing upon the risk of nonpayment or
nonperformance of the Guaranteed Obligations. Guarantor hereby waives and relinquishes any
duty on the part of RCTC to disclose any matter, fact or thing relating to the business, operations
or conditions of the DB Contractor now known or hereafter known by RCTC;
no consent, authorization, approval, order, license, certificate, or permit or act of
or from, or declaration or filing with, any governmental authority or any party to any contract,
agreement, instrument, lease, or license to which Guarantor is a party or by which Guarantor is
bound, is required for the execution, delivery, or compliance with the terms hereof by Guarantor,
except as have been obtained prior to the date of this Guaranty;
j. there is no pending or, to the best of its knowledge, threatened action, suit,
proceeding, arbitration, litigation, or investigation of or before any Governmental Entity which
challenges the validity or enforceability of this Guaranty;
k. it is not subject to any outstanding judgment, rule, writ, injunction or decree of any
Governmental Entity that adversely affects its ability to perform its obligations under this Guaranty;
and
it derives a substantial direct or indirect economic benefit from the Contract.
38. Limitation by Law. All rights, remedies and powers provided in this Guaranty may be
exercised only to the extent that such exercise does not violate any applicable provision of law,
and all the provisions of this Guaranty are intended to be subject to all applicable mandatory
provisions of law that may be controlling and to be limited to the extent necessary so that they will
not render this Guaranty invalid, unenforceable, in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable law.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 17 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
39. Bankruptcy; Post -Petition Interest; Reinstatement of Guaranty; Solvency.
a. The obligations of Guarantor under this Guaranty will not be reduced, limited,
impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of the DB Contractor or by any defense which the DB Contractor may have by
reason of the order, decree or decision of any court or administrative body resulting from any such
proceeding. RCTC is not obligated to file any claim relating to the Guaranteed Obligations if the
DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the
failure of RCTC so to file will not affect Guarantor's obligations under this Guaranty.
b. Guarantor acknowledges and agrees that any interest on any portion of the
Guaranteed Obligations which accrues after the commencement of any proceeding referred to in
clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guaranteed Obligations if said proceedings had not been
commenced) will be included in the Guaranteed Obligations because it is the intention of
Guarantor and RCTC that the Guaranteed Obligations should be determined without regard to
any rule of law or order which may relieve the DB Contractor of any portion of such Guaranteed
Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or any similar person to pay RCTC, or allow the claim of
RCTC in respect of, any such interest accruing after the date on which such proceeding is
commenced.
40. Governing Law. This Guaranty shall be governed by and construed in accordance with
the law of the State of California, without regard to conflict of law principles. The venue of any
court, judicial or referee proceeding under this Contract shall be in Riverside County, California,
unless changed by the judicial officer.
41. Attorneys' Fees. Guarantor agrees to pay to RCTC without demand reasonable
attorneys' fees and all costs and other expenses (whether by lawsuit or otherwise, and including
such fees and costs of litigation, arbitration and bankruptcy, and including appeals) incurred by
RCTC in enforcing, collecting or compromising any Guaranteed Obligation or enforcing or
collecting this Guaranty against Guarantor or in attempting to do any or all of the foregoing.
42. Joint and Several Liability. If the Guarantor is comprised of more than one individual
and/or entity, such individuals and/or entities, as applicable, shall be jointly and severally liable
for the Guaranteed Obligations. If more than one guaranty is executed with respect to the DB
Contractor and the Project, each guarantor under such a guaranty shall be jointly and severally
liable with the other guarantors with respect to the obligations guaranteed under such guaranties.
43. Defenses. Notwithstanding any other provision to the contrary, Guarantor shall be entitled
to the benefit of all defenses available to the DB Contractor under the Contract except (a) those
expressly waived in this Guaranty, (b) failure of consideration, lack of authority of the DB
Contractor and any other defense to formation of the Contract, and (c) defenses available to the
DB Contractor under any federal or state law respecting bankruptcy, arrangement, reorganization
or similar relief of debtors. Action against Guarantor under this Guaranty shall be subject to no
prior notice or demand.
44. Entire Agreement. This Guaranty contains the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements, understandings,
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 18 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
statements, representations and negotiations between the parties with respect to their subject
matter.
45. Severability. If any clause, provision, section or part of this Guaranty is ruled invalid by
a court having proper jurisdiction, it will be adjusted rather than voided, to achieve the intent of
the parties. The invalidity or unenforceability of any such clause, provision, section or part shall
not affect the validity or enforceability of the balance of this Guaranty, which shall be construed
and enforced as if this Guaranty did not contain such invalid or unenforceable clause, provision,
section or part.
46. Additional Guarantor Waivers and Acknowledgements.
a. Guarantor hereby waives any and all defenses it might have that liquidated
damages or stipulated damages constitute a penalty or that they do not bear a reasonable relation
to the actual damages.
b. GUARANTOR ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS
OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON EXECUTION OF THIS
GUARANTY. NO FORMAL ACCEPTANCE BY RCTC IS NECESSARY TO MAKE THIS
GUARANTY EFFECTIVE. THIS GUARANTY IS EFFECTIVE AS OF THE DATE HEREOF.
[SIGNATURES ON NEXT PAGE]
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 19 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered
by its duly authorized officer effective as of this [ 1 day of [ ] 2020.
Myers & Sons Construction, LP
By:
Name:
Title:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 15
Page 20 of 20
Design -Build Contract
Form of Guaranty
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 16
LABOR CODE REQUIREMENTS
A. Worker's Compensation
DB Contractor shall comply with 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.
B. Prevailing Wages
Pursuant to the provisions of Section 1773 of the State Labor Code, RCTC has obtained the
general prevailing rate of wages (which rate includes employer payments for health and welfare,
pension, vacation, travel time and subsistence pay as provided for in Section 1773.1 of said Code,
apprenticeship or other training programs authorized by Section 3093 of said Code, worker
protection and assistance programs or committees established under the Federal Labor
Management Cooperation Act of 1978, industry advancement and collective bargaining
agreements administrative fees, provided that these payments are required under a collective
bargaining agreement pertaining to the particular craft, classification, or type of work within the
locality or the nearest labor market area at issue and other similar purposes applicable to the
Work to be done, for straight time, overtime, Saturday, Sunday, and holiday work. The holiday
wage rate listed shall be applicable to all holidays recognized in the collective bargaining
agreement of the particular craft, classification or type of worker concerned; provided that if the
prevailing wage rate is not based on a collectively bargained rate, the holidays upon which the
prevailing rate shall be paid shall be as provided in Section 6700 of the California Government
Code. Copies of the prevailing rates of wages are on file at RCTC's offices, and will be furnished
to DB Contractor and other interested parties on request. For crafts or classifications not shown
on the prevailing wage determinations, DB Contractor may be required to pay the wage rate of
the most closely related craft or classification shown in such determinations for design -build work.
The State prevailing wages to apply to this Contract shall be the DIR wage rates applicable upon
July 10, 2019 or such other date upon which the final RFP is issued.
If the Division of Labor Standards Enforcement determines that employees of any Subcontractor
were not paid the general prevailing rate of per diem wages, DB Contractor shall withhold an
amount of moneys due to the Subcontractor sufficient to pay those employees the general
prevailing wage rate of per diem wages if requested by the Division of Labor Standards
Enforcement. DB Contractor shall pay any money retained from and owed such Subcontractor
upon receipt of notification by the Division of Labor Standards Enforcement that the wage
complaint has been resolved. Pursuant to Section 1773.2 of the Labor Code, DB Contractor shall
post prevailing wage rates at a prominent place at the Site.
C. Hours of Work
Eight hours labor constitutes a legal day's work.
D. Apprenticeship
DB Contractor shall comply with the provisions of Labor Code Sections 1777.5 and 1777.6, and
Title 8, Code of Regulations, Sections 200 et. seq., relating to apprentice employment and
training. DB Contractor shall assume full responsibility for compliance with said sections with
respect to all apprenticeable occupations on the Project. To ensure compliance and complete
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 1 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
understanding of the law regarding apprentices, and specifically the required ratio thereunder, DB
Contractor should, where some question exists, contact the Division of Apprenticeship Standards,
Los Angeles Office, 320 West 4th Street, Suite 830, Los Angeles, CA 90013, prior to
commencement of the Work.
E. Specific Labor Code Provisions
DB Contractor's attention is directed to the following requirements of the Labor Code. A copy of
each such Code section (except 1810, 1811 and 1812) shall be included in each Subcontract
hereunder:
Labor Code Section 1725.5
1725.5. A contractor shall be registered pursuant to this section to be qualified to bid on,
be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract
Code, or engage in the performance of any public work contract that is subject to the requirements
of this chapter. For the purposes of this section, "contractor" includes a subcontractor as defined
by Section 1722.1.
(a) To qualify for registration under this section, a contractor shall do all of the following:
(1) (A) Register with the Department of Industrial Relations in the manner prescribed by
the department and pay an initial nonrefundable application fee of four hundred dollars ($400) to
qualify for registration under this section and an annual renewal fee on or before July 1 of each
year thereafter. The annual renewal fee shall be in a uniform amount set by the Director of
Industrial Relations, and the initial registration and renewal fees may be adjusted no more than
annually by the director to support the costs specified in Section 1771.3.
(B) Beginning June 1, 2019, a contractor may register or renew according to this
subdivision in annual increments up to three years from the date of registration. Contractors who
wish to do so will be required to prepay the applicable nonrefundable application or renewal fees
to qualify for the number of years for which they wish to preregister.
(2) Provide evidence, disclosures, or releases as are necessary to establish all of the
following:
(A) Workers' compensation coverage that meets the requirements of Division 4
(commencing with Section 3200) and includes sufficient coverage for any worker whom the
contractor employs to perform work that is subject to prevailing wage requirements other than a
contractor who is separately registered under this section. Coverage may be evidenced by a
current and valid certificate of workers' compensation insurance or certification of self-insurance
required under Section 7125 of the Business and Professions Code.
(B) If applicable, the contractor is licensed in accordance with Chapter 9 (commencing
with Section 7000) of the Business and Professions Code.
(C) The contractor does not have any delinquent liability to an employee or the state for
any assessment of back wages or related damages, interest, fines, or penalties pursuant to any
final judgment, order, or determination by a court or any federal, state, or local administrative
agency, including a confirmed arbitration award. However, for purposes of this paragraph, the
contractor shall not be disqualified for any judgment, order, or determination that is under appeal,
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 2 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
provided that the contractor has secured the payment of any amount eventually found due through
a bond or other appropriate means.
(D) The contractor is not currently debarred under Section 1777.1 or under any other
federal or state law providing for the debarment of contractors from public works.
(E) The contractor has not bid on a public works contract, been listed in a bid proposal,
or engaged in the performance of a contract for public works without being lawfully registered in
accordance with this section, within the preceding 12 months or since the effective date of the
requirements set forth in subdivision (e), whichever is earlier. If a contractor is found to be in
violation of the requirements of this paragraph, the period of disqualification shall be waived if
both of the following are true:
(i) The contractor has not previously been found to be in violation of the requirements of
this paragraph within the preceding 12 months.
(ii) The contractor pays an additional nonrefundable penalty registration fee of two
thousand dollars ($2,000).
(b) Fees received pursuant to this section shall be deposited in the State Public Works
Enforcement Fund established by Section 1771.3 and shall be used only for the purposes
specified in that section.
(c) A contractor who fails to pay the renewal fee required under paragraph (1) of
subdivision (a) on or before the expiration of any prior period of registration shall be prohibited
from bidding on or engaging in the performance of any contract for public work until once again
registered pursuant to this section. If the failure to pay the renewal fee was inadvertent, the
contractor may renew its registration retroactively by paying an additional nonrefundable penalty
renewal fee equal to the amount of the renewal fee within 90 days of the due date of the renewal
fee.
(d) If, after a body awarding a contract accepts the contractor's bid or awards the contract,
the work covered by the bid or contract is determined to be a public work to which Section 1771
applies, either as the result of a determination by the director pursuant to Section 1773.5 or a
court decision, the requirements of this section shall not apply, subject to the following
requirements:
(1) The body that awarded the contract failed, in the bid specification or in the contract
documents, to identify as a public work that portion of the work that the determination or decision
subsequently classifies as a public work.
(2) Within 20 days following service of notice on the awarding body of a determination by
the Director of Industrial Relations pursuant to Section 1773.5 or a decision by a court that the
contract was for public work as defined in this chapter, the contractor and any subcontractors are
registered under this section or are replaced by a contractor or subcontractors who are registered
under this section.
(3) The requirements of this section shall apply prospectively only to any subsequent bid,
bid proposal, contract, or work performed after the awarding body is served with notice of the
determination or decision referred to in paragraph (2).
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 3 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
(e) The requirements of this section shall apply to any bid proposal submitted on or after
March 1, 2015, to any contract for public work, as defined in this chapter, executed on or after
April 1, 2015, and to any work performed under a contract for public work on or after January 1,
2018, regardless of when the contract for public work was executed.
(f) This section does not apply to work performed on a public works project of twenty-five
thousand dollars ($25,000) or less when the project is for construction, alteration, demolition,
installation, or repair work or to work performed on a public works project of fifteen thousand
dollars ($15,000) or less when the project is for maintenance work.
Labor Code Section 1771
1771. Except for public works projects of one thousand dollars ($1,000) or less, not less
than the general prevailing rate of per diem wages for work of a similar character in the locality in
which the public work is performed, and not less than the general prevailing rate of per diem
wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers
employed on public works.
This section is applicable to contracts let for maintenance work.
Labor Code Section 1775
1775. (a) (1) The contractor and any subcontractor under the contractor shall, as a penalty
to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not
more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker
paid less than the prevailing wage rates as determined by the director for the work or craft in
which the worker is employed for any public work done under the contract by the contractor or,
except as provided in subdivision (b), by any subcontractor under the contractor.
(2) (A) The amount of the penalty shall be determined by the Labor Commissioner based
on consideration of both of the following:
(i) Whether the failure of the contractor or subcontractor to pay the correct rate of per diem
wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when
brought to the attention of the contractor or subcontractor.
(ii) Whether the contractor or subcontractor has a prior record of failing to meet its
prevailing wage obligations.
(B) (i) The penalty may not be less than forty dollars ($40) for each calendar day, or portion
thereof, for each worker paid less than the prevailing wage rate, unless the failure of the contractor
or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so,
the error was promptly and voluntarily corrected when brought to the attention of the contractor
or subcontractor.
(ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or portion
thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor
has been assessed penalties within the previous three years for failing to meet its prevailing wage
obligations on a separate contract, unless those penalties were subsequently withdrawn or
overturned.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 4 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
(iii) The penalty may not be less than one hundred twenty dollars ($120) for each calendar
day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor
Commissioner determines that the violation was willful, as defined in subdivision (c) of Section
1777.1.
(C) If the amount due under this section is collected from the contractor or subcontractor,
any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division
2 against that contractor or subcontractor shall be satisfied before applying that amount to the
penalty imposed on that contractor or subcontractor pursuant to this section.
(D) The determination of the Labor Commissioner as to the amount of the penalty shall be
reviewable only for abuse of discretion.
(E) The difference between the prevailing wage rates and the amount paid to each worker
for each calendar day or portion thereof for which each worker was paid less than the prevailing
wage rate shall be paid to each worker by the contractor or subcontractor, and the body awarding
the contract shall cause to be inserted in the contract a stipulation that this section will be complied
with.
(b) If a worker employed by a subcontractor on a public works project is not paid the
general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project
is not liable for any penalties under subdivision (a) unless the prime contractor had knowledge of
that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or
unless the prime contractor fails to comply with all of the following requirements:
(1) The contract executed between the contractor and the subcontractor for the
performance of work on the public works project shall include a copy of the provisions of this
section and Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.
(2) The contractor shall monitor the payment of the specified general prevailing rate of per
diem wages by the subcontractor to the employees, by periodic review of the certified payroll
records of the subcontractor.
(3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the
specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or
rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for
work performed on the public works project.
(4) Prior to making final payment to the subcontractor for work performed on the public
works project, the contractor shall obtain an affidavit signed under penalty of perjury from the
subcontractor that the subcontractor has paid the specified general prevailing rate of per diem
wages to his or her employees on the public works project and any amounts due pursuant to
Section 1813.
(c) The Division of Labor Standards Enforcement shall notify the contractor on a public
works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a
complaint of the failure of a subcontractor on that public works project to pay workers the general
prevailing rate of per diem wages.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 5 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
Labor Code Section 1776
1776. (a) Each contractor and subcontractor shall keep accurate payroll records, showing
the name, address, social security number, work classification, straight time and overtime hours
worked each day and week, and the actual per diem wages paid to each journeyman, apprentice,
worker, or other employee employed by him or her in connection with the public work. Each payroll
record shall contain or be verified by a written declaration that it is made under penalty of perjury,
stating both of the following:
(1) The information contained in the payroll record is true and correct.
(2) The employer has complied with the requirements of Sections 1771, 1811, and 1815
for any work performed by his or her employees on the public works project.
(b) The payroll records enumerated under subdivision (a) shall be certified and shall be
available for inspection at all reasonable hours at the principal office of the contractor on the
following basis:
(1) A certified copy of an employee's payroll record shall be made available for inspection
or furnished to the employee or his or her authorized representative on request.
(2) A certified copy of all payroll records enumerated in subdivision (a) shall be made
available for inspection or furnished upon request to a representative of the body awarding the
contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship
Standards of the Department of Industrial Relations.
(3) A certified copy of all payroll records enumerated in subdivision (a) shall be made
available upon request by the public for inspection or for copies thereof. However, a request by
the public shall be made through either the body awarding the contract, the Division of
Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested
payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior
to being provided the records, reimburse the costs of preparation by the contractor,
subcontractors, and the entity through which the request was made. The public may not be given
access to the records at the principal office of the contractor.
(c) Unless required to be furnished directly to the Labor Commissioner in accordance with
paragraph (3) of subdivision (a) of Section 1771.4, the certified payroll records shall be on forms
provided by the Division of Labor Standards Enforcement or shall contain the same information
as the forms provided by the division. The payroll records may consist of printouts of payroll data
that are maintained as computer records, if the printouts contain the same information as the
forms provided by the division and the printouts are verified in the manner specified in subdivision
(a).
(d) A contractor or subcontractor shall file a certified copy of the records enumerated in
subdivision (a) with the entity that requested the records within 10 days after receipt of a written
request.
(e) Except as provided in subdivision (f), any copy of records made available for inspection
as copies and furnished upon request to the public or any public agency by the awarding body or
the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure
of an individual's name, address, and social security number. The name and address of the
contractor awarded the contract or the subcontractor performing the contract shall not be marked
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 6 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
or obliterated. Any copy of records made available for inspection by, or furnished to, a
multiemployer Taft -Hartley trust fund (29 U.S.C. Sec. 186(c)(5)) that requests the records for the
purposes of allocating contributions to participants shall be marked or obliterated only to prevent
disclosure of an individual's full social security number, but shall provide the last four digits of the
social security number. Any copy of records made available for inspection by, or furnished to, a
joint labor-management committee established pursuant to the federal Labor Management
Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent
disclosure of an individual's social security number.
(f)(1) Notwithstanding any other provision of law, agencies that are included in the Joint
Enforcement Strike Force on the Underground Economy established pursuant to Section 329 of
the Unemployment Insurance Code and other law enforcement agencies investigating violations
of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies
of records or certified payroll made available for inspection and furnished upon request to the
public by an agency included in the Joint Enforcement Strike Force on the Underground Economy
or to a law enforcement agency investigating a violation of law shall be marked or redacted to
prevent disclosure of an individual's name, address, and social security number.
(2) An employer shall not be liable for damages in a civil action for any reasonable act
or omission taken in good faith in compliance with this subdivision.
(g) The contractor shall inform the body awarding the contract of the location of the records
enumerated under subdivision (a), including the street address, city, and county, and shall, within
five working days, provide a notice of a change of location and address.
(h) The contractor or subcontractor has 10 days in which to comply subsequent to receipt
of a written notice requesting the records enumerated in subdivision (a). In the event that the
contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty
to the state or political subdivision on whose behalf the contract is made or awarded, forfeit one
hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict
compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the
Division of Labor Standards Enforcement, these penalties shall be withheld from progress
payments then due. A contractor is not subject to a penalty assessment pursuant to this section
due to the failure of a subcontractor to comply with this section.
(i) The body awarding the contract shall cause to be inserted in the contract stipulations
to effectuate this section.
(j) The director shall adopt rules consistent with the California Public Records Act (Chapter
3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the
Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division
3 of the Civil Code) governing the release of these records, including the establishment of
reasonable fees to be charged for reproducing copies of records required by this section.
Regulations implementing Labor Code Section 1776 are located in Sections 16000, 16400,
16401, 16402, 16403, and 16500 of Title 8, California Code of Regulations.
Labor Code Section 1777.5
1777.5. (a) This chapter does not prevent the employment of properly registered
apprentices upon public works.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 7 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
(b) (1) Every apprentice employed upon public works shall be paid the prevailing rate of
per diem wages for apprentices in the trade to which he or she is registered and shall be employed
only at the work of the craft or trade to which he or she is registered.
(2) Unless otherwise provided by a collective bargaining agreement, when a contractor
requests the dispatch of an apprentice pursuant to this section to perform work on a public works
project and requires the apprentice to fill out an application or undergo testing, training, an
examination, or other preemployment process as a condition of employment, the apprentice shall
be paid for the time spent on the required preemployment activity, including travel time to and
from the required activity, if any, at the prevailing rate of per diem wages for apprentices in the
trade to which he or she is registered. Unless otherwise provided by a collective bargaining
agreement, a contractor is not required to compensate an apprentice for the time spent on
preemployment activities if the apprentice is required to take a preemployment drug or alcohol
test and he or she fails to pass that test.
(c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship
standards that have been approved by the Chief of the Division of Apprenticeship Standards and
who are parties to written apprentice agreements under Chapter 4 (commencing with Section
3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The
employment and training of each apprentice shall be in accordance with either of the following:
(1) The apprenticeship standards and apprentice agreements under which he or she is
training.
(2) The rules and regulations of the California Apprenticeship Council.
(d) If the contractor to whom the contract is awarded by the state or any political
subdivision, in performing any of the work under the contract, employs workers in any
apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio set forth
in this section and may apply to any apprenticeship program in the craft or trade that can provide
apprentices to the site of the public work for a certificate approving the contractor under the
apprenticeship standards for the employment and training of apprentices in the area or industry
affected. However, the decision of the apprenticeship program to approve or deny a certificate
shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or
programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the
contractor. A contractor covered by an apprenticeship program's standards shall not be required
to submit any additional application in order to include additional public works contracts under
that program.
"Apprenticeable craft or trade," as used in this section, means a craft or trade determined
as an apprenticeable occupation in accordance with rules and regulations prescribed by the
California Apprenticeship Council. As used in this section, "contractor" includes any subcontractor
under a contractor who performs any public works not excluded by subdivision (o).
(e) Before commencing work on a contract for public works, every contractor shall submit
contract award information to an applicable apprenticeship program that can supply apprentices
to the site of the public work. The information submitted shall include an estimate of journeyman
hours to be performed under the contract, the number of apprentices proposed to be employed,
and the approximate dates the apprentices would be employed. A copy of this information shall
also be submitted to the awarding body if requested by the awarding body.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 8 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
Within 60 days after concluding work on the contract, each contractor and subcontractor
shall submit to the awarding body, if requested, and to the apprenticeship program a verified
statement of the journeyman and apprentice hours performed on the contract. The information
under this subdivision shall be public. The apprenticeship programs shall retain this information
for 12 months.
(f) The apprenticeship program supplying apprentices to the area of the site of the public
work shall ensure equal employment and affirmative action in apprenticeship for women and
minorities.
(g) The ratio of work performed by apprentices to journeymen employed in a particular
craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship
standards under which the apprenticeship program operates if the contractor agrees to be bound
by those standards. However, except as otherwise provided in this section, in no case shall the
ratio be less than one hour of apprentice work for every five hours of journeyman work.
(h) This ratio of apprentice work to journeyman work shall apply during any day or portion
of a day when any journeyman is employed at the jobsite and shall be computed on the basis of
the hours worked during the day by journeymen so employed. Any work performed by a
journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate
the ratio. The contractor shall employ apprentices for the number of hours computed as above
before the end of the contract or, in the case of a subcontractor, before the end of the subcontract.
However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices
during the same time period that the journeymen in the same craft or trade are employed at the
jobsite. When an hourly apprenticeship ratio is not feasible for a particular craft or trade, the
Administrator of Apprenticeship, upon application of an apprenticeship program, may order a
minimum ratio of not less than one apprentice for each five journeymen in a craft or trade
classification.
(i) A contractor covered by this section who has agreed to be covered by an apprenticeship
program's standards upon the issuance of the approval certificate, or that has been previously
approved for an apprenticeship program in the craft or trade, shall employ the number of
apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship
standards, but in no event less than the 1-to-5 ratio required by subdivision (g).
(j) Upon proper showing by a contractor that he or she employs apprentices in a particular
craft or trade in the state on all of his or her contracts on an annual average of not less than one
hour of apprentice work for every five hours of labor performed by journeymen, the Administrator
of Apprenticeship may grant a certificate exempting the contractor from the 1-to-5 hourly ratio, as
set forth in this section for that craft or trade.
(k) An apprenticeship program has the discretion to grant to a participating contractor or
contractor association a certificate, which shall be subject to the approval of the Administrator of
Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this Section when it
finds that any one of the following conditions is met:
(1) Unemployment for the previous three-month period in the area exceeds an average of
15 percent.
(2) The number of apprentices in training in the area exceeds a ratio of 1 to 5.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 9 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
(3) There is a showing that the apprenticeable craft or trade is replacing at least one -
thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or
on a local basis.
(4) Assignment of an apprentice to any work performed under a public works contract
would create a condition that would jeopardize his or her life or the life, safety, or property of fellow
employees or the public at large, or the specific task to which the apprentice is to be assigned is
of a nature that training cannot be provided by a journeyman.
(I) If an exemption is granted pursuant to subdivision (k) to an organization that represents
contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member
contractors shall not be required to submit individual applications for approval to local joint
apprenticeship committees, if they are already covered by the local apprenticeship standards.
(m) (1) A contractor to whom a contract is awarded, who, in performing any of the work
under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall
contribute to the California Apprenticeship Council the same amount that the director determines
is the prevailing amount of apprenticeship training contributions in the area of the public works
site. A contractor may take as a credit for payments to the council any amounts paid by the
contractor to an approved apprenticeship program that can supply apprentices to the site of the
public works project. The contractor may add the amount of the contributions in computing his or
her bid for the contract.
(2) (A) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the
California Apprenticeship Council shall distribute training contributions received by the council
under this subdivision, less the expenses of the Department of Industrial Relations for
administering this subdivision, by making grants to approved apprenticeship programs for the
purpose of training apprentices. The grant funds shall be distributed as follows:
(i) If there is an approved multiemployer apprenticeship program serving the same craft
or trade and geographic area for which the training contributions were made to the council, a grant
to that program shall be made.
(ii) If there are two or more approved multiemployer apprenticeship programs serving the
same craft or trade and county for which the training contributions were made to the council, the
grant shall be divided among those programs based on the number of apprentices from that
county registered in each program.
(iii) All training contributions not distributed under clauses (i) and ii shall be used to defray
the future expenses of the Department of Industrial Relations for the administration and
enforcement of apprenticeship standards and requirements under this code.
(B) An apprenticeship program shall only be eligible to receive grant funds pursuant to this
subdivision if the apprenticeship program agrees, prior to the receipt of any grant funds, to keep
adequate records that document the expenditure of grant funds and to make all records available
to the Department of Industrial Relations so that the Department of Industrial Relations is able to
verify that grant funds were used solely for training apprentices. For purposes of this
subparagraph, adequate records include, but are not limited to, invoices, receipts, and canceled
checks that account for the expenditure of grant funds. This subparagraph shall not be deemed
to require an apprenticeship program to provide the Department of Industrial Relations with more
documentation than is necessary to verify the appropriate expenditure of grant funds made
pursuant to this subdivision.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 10 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
(C) The Department of Industrial Relations shall verify that grants made pursuant to this
subdivision are used solely to fund training apprentices. If an apprenticeship program is unable
to demonstrate how grant funds are expended or if an apprenticeship program is found to be
using grant funds for purposes other than training apprentices, then the apprenticeship program
shall not be eligible to receive any future grant pursuant to this subdivision and the Department
of Industrial Relations may initiate the process to rescind the registration of the apprenticeship
program.
(3) All training contributions received pursuant to this subdivision shall be deposited in the
Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Upon
appropriation by the Legislature, all moneys in the Apprenticeship Training Contribution Fund
shall be used for the purpose of carrying out this subdivision and to pay the expenses of the
Department of Industrial Relations.
(n) The body awarding the contract shall cause to be inserted in the contract stipulations
to effectuate this section. The stipulations shall fix the responsibility of compliance with this
section for all apprenticeable occupations with the prime contractor.
(o) This section does not apply to contracts of general contractors or to contracts of
specialty contractors not bidding for work through a general or prime contractor when the
contracts of general contractors or those specialty contractors involve less than thirty thousand
dollars ($30,000).
(p) An awarding body that implements an approved labor compliance program in
accordance with subdivision (b) of Section 1771.5 may, with the approval of the director, assist in
the enforcement of this section under the terms and conditions prescribed by the director.
All decisions of an apprenticeship program under this Section are subject to Section 3081.
Labor Code Section 1810
1810. Eight hours labor constitutes a legal day's work in all cases where the same is
performed under the authority of any law of this State, or under the direction, or control, or by the
authority of any officer of this State acting in his official capacity, or under the direction, or control
or by the authority of any municipal corporation, or of any officer thereof. A stipulation to that effect
shall be made a part of all contracts to which the State or any municipal corporation therein is a
party.
Labor Code Section 1811
1811. The time of service of any workman employed upon public work is limited and
restricted to 8 hours during any one calendar day, and 40 hours during any one calendar week,
except as hereinafter provided for under Section 1815.
Labor Code Section 1812
1812. Every contractor and subcontractor shall keep an accurate record showing the
name of and actual hours worked each calendar day and each calendar week by each worker
employed by him or her in connection with the public work. The record shall be kept open at all
reasonable hours to the inspection of the awarding body and to the Division of Labor Standards
Enforcement.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 11 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
Labor Code Section 1813
1813. The contractor or subcontractor shall, as a penalty to the state or political subdivision
on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker
employed in the execution of the contract by the respective contractor or subcontractor for each
calendar day during which the worker is required or permitted to work more than 8 hours in any
one calendar day and 40 hours in any one calendar week in violation of the provisions of this
article. In awarding any contract for public work, the awarding body shall cause to be inserted in
the contract a stipulation to this effect. The awarding body shall take cognizance of all violations
of this article committed in the course of the execution of the contract, and shall report them to
the Division of Labor Standards Enforcement.
Labor Code Section 1815
1815. Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code,
and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said
sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours
during any one week, shall be permitted upon public work upon compensation for all hours worked
in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
F. Labor Nondiscrimination
DB Contractor's attention is directed to Section 1735 of the Labor Code, which reads as follows:
"A contractor shall not discriminate in the employment of persons upon public works on
any basis listed in subdivision (a) of Section 12940 of the Government Code, as those
bases are defined in Sections 12926 and 12926.1 of the Government Code, except as
otherwise provided in Section 12940 of the Government Code. Every contractor for public
works who violates this section is subject to all the penalties imposed for a violation of this
chapter."
DB Contractor's attention is directed to the following "Nondiscrimination Clause" that is required
by Chapter 5 of Division 4 of Title 2, California Code of Regulations.
Nondiscrimination Clause
1. During the performance of this contract, contractor and its subcontractors shall not
unlawfully discriminate against any employee or applicant for employment because of race,
religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age
(over 40) or sex. Contractors and subcontractors shall insure that the evaluation and treatment of
their employees and applicants for employment are free of such discrimination. Contractors and
subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov.
Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Admin.
Code, Tit. 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and
Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of
Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by
reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give
written notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreement.
2. This Contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the contract.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 16
Page 12 of 12
Design -Build Contract
Labor Code Requirements
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 17
OCTA-RELATED WORK
In addition to DB Contractor's obligations with respect to the Work generally, DB Contractor shall
perform, and shall ensure that its Subcontractors perform, all OCTA-Related Work in accordance
with the following:
(a) RCTC and its contractors shall take all reasonable steps to minimize any impacts to
OCTA's operations, including conducting all OCTA-Related Work on the 91 OCTA Express Lanes
only between the permitted hours on the dates Exhibit 21, Chart 21-5.
(b) DB Contractor shall acquire all applicable Governmental Approvals required under all
applicable Governmental Rules prior to conducting the OCTA-Related Work. All OCTA-Related
Work shall be conducted in accordance with all (i) applicable Governmental Rules, (ii) all industry
standards, and (iii) all additional standards as reasonably required by OCTA.
(d) The OCTA-Related Work shall be conducted only under the supervision of Persons
licensed and certified to perform the OCTA-Related Work.
(e) DB Contractor shall, at its sole cost and expense, repair all damage to the 91 OCTA
Express Lanes caused by the OCTA-Related Work, it being the intent of the Parties and OCTA
that upon completion of the OCTA-Related Work, business activities on the 91 OCTA Express
Lanes may promptly resume without hindrance, obstruction or delay, and the 91 OCTA Express
Lanes shall be in the same condition as existing prior to the OCTA-Related Work.
(f) Neither OCTA nor RCTC shall have any obligation to advise or inform DB Contractor
regarding the location(s) of any underground utilities, structures, equipment at or beneath the 91
OCTA Express Lanes. The responsibility for determining and confirming the location(s) of any
underground utilities, structures and equipment shall be solely of DB Contractor. In the event any
underground utilities, structures or equipment are damaged by the OCTA-Related Work, it shall
be DB Contractor's responsibility to promptly repair, at its sole cost and expense, the same,
regardless of the reason(s) why such utilities, structures or equipment were damaged, it being
the intent of the Parties that the risk of the same shall be borne solely by DB Contractor.
(g) DB Contractor shall be responsible for providing all safety measures during the OCTA-
Related Work.
(h) If the performance of the OCTA-Related Work causes damage to the 91 OCTA Express
Lanes or any adjacent structures, facilities, underground utilities or equipment that results in the
91 OCTA Express Lanes not being fully available for use during the repair, the Lane Closure
Charges set forth in Exhibit 21, Chart 21-5 or 21-6, as applicable, shall apply for the entirety of
time it takes to effectuate the repair.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 17
Page 1 of 1
Design -Build Contract
OCTA-Related Work
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 18
FORM OF DB CONTRACTOR REQUEST FOR CHANGE ORDER
CHANGE ORDER REQUEST NO.
SECTION I:
Name:
Title:
CONTRACT NO. 19-31-074-00
Date:
Company Name:
Description:
Additions/Deletions/Modifications to Contract requirements:
Contract Requirement: Addition/Deletion/Modification:
Scope:
Reason for Request for Change Order:
Is this Request for Change Order for a RCTC-Directed Change?
❑ Yes ❑ No
Please Explain:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 18
Page 1 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
Riverside County Transportation Commission
Express Lanes Connector Project
Project Manager
Date:
Exhibit 18
Page 2 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
SECTION II: COST ESTIMATE
The total cost estimate of this Change Order is $ . Documentation supporting
this Request for Change Order is attached as Exhibits through
Payment Schedule Items Added/Deducted:
Activity No.:
Description: Amount:
This Request for Change Order is for (check the applicable categories below):
A lump sum, negotiated price Change Order (provide information in Section II.A below)
A unit price/quantities Change Order (provide information in Section II.B below)
A Time and Materials Change Order (provide information in Section II.0 below)
SECTION II.A:
Lump sum price is $
Section II.B:
UNIT PRICE ITEM
UNIT PRICE
QUANTITY
PRICE
(Unit Price x
Quantity)
Total of all items in above Table: $
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 18
Page 3 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
SECTION II.C: (REFERENCE CONTRACT EXHIBIT 3, MODIFIED STANDARD
SPECIFICATIONS, 9-1.04 FOR GUIDANCE)
Summary of Request for Change Order by Categories: [Additives/(Credits)]
[Complete the applicable cells of the table below]
Work ($)
A.
DB Contractor Labor (construction)
1.Wages
2.Labor benefits (% of A.1)
3.Subsistence and travel for craft labor
4.Employer payment to supervisors
B.
DB Contractor and Subcontractor Labor (professional services)
1.Wages (Raw)
2. Labor benefits (150% of B.1, which includes overhead and
profit)
3. Off -duty peace officers and patrol cruisers
C.
Materials (with taxes, freight and discounts)
D.
Equipment'
E.
Subcontracts (Time and Materials cost)
F.
Utility Direct Costs
G.
Overhead and Profit
1.Labor (35% of A)
2.Traffic Control (5% of B.3)
3.Materials (15% of C)
4.Subcontracts (5% of E)
5.Utility Direct Costs (5% of F)
H.
Subtotal
I.
Grand Total (sum of H)
Subcontractor quotes are attached as Exhibits through in
accordance with Section 16.4.3 of the Contract. [To be provided to the extent work is to be
performed by Subcontractors.]
SECTION III: DELAY ANALYSIS
[Complete the applicable cells of the table below]
The status of Substantial Completion is as follows:
0 Unaffected by this Request for Change Order
0 Affected by (increasing) (decreasing) the date of Substantial Completion by
calendar days.
0 Affected by (increasing) (decreasing) the Float by calendar days.
' Enter full compensation amount including markup for type of equipment per Contract Exhibit 2, Section
9-1.04D(2) through 9-1.04D(5)
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 18
Page 4 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
The status of Project Completion is as follows:
A Unaffected by this Request for Change Order
A Affected by (increasing) (decreasing) the date of Project Completion by
calendar days.
A Affected by (increasing) (decreasing) the Float by calendar days.
The status of Final Acceptance is as follows:
A Unaffected by this Request for Change Order
A Affected by (increasing) (decreasing) the date of Final Acceptance by
calendar days.
A Affected by (increasing) (decreasing) the Float by calendar days.
Accordingly, the summary of the dates of Substantial Completion, Project Completion and Final
Acceptance and Float are as follows:
1. Substantial Completion:
(+ or - days from base of
calendar days after NTP2)
2. Project Completion:
(+ or - days from base of calendar days after NTP2)
3. Final Acceptance:
(+ or - days from base of calendar days after NTP2)
4. Number of days of Project Float
A Delay Analysis Report is attached as Exhibit in accordance with Sections 16.4.3(a)(v)
and 16.5.1 (b)(iii) of the Contract. [To be provided to the extent that DB Contractor is claiming
an event, situation or change affects a Critical Path.]
SECTION IV: JUSTIFICATION
Justification for this Request for Change Order with reference to the Contract and in accordance
with Section 16.4.3(a)(i) of the Contract:
SECTION V: CERTIFICATION
Each Request for Change Order shall contain the following certification:
, the Authorized Representative of DB Contractor, hereby certify under
penalty of perjury that the above four sections represent a true, accurate and complete summary
of all aspects of this Request for Change Order, and that (a) the amount of time and/or
compensation requested is justified as to entitlement and amount, (b) the amount of time and/or
compensation requested includes all known and anticipated impacts or amounts, direct, indirect
and consequential, which have been or may be incurred as a result of the event, occurrence or
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 18
Page 5 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
matter giving rise to the proposed change (and includes all Subcontractor and Supplier amounts),
and (c) the cost and pricing data forming the basis for this Request for Change Order is complete,
accurate and current.
If the foregoing Request for Change Order includes claims of Subcontractors or Suppliers, the
undersigned certifies that I have reviewed such claims and have determined in good faith that the
claims are justified as to both entitlement and amount, and that any Subcontractor pricing data
required to be provided has been provided in accordance with Section 26.5 of the Contract.
DB Contractor Authorized Representative
Date:
Any pricing data provided by a Subcontractor in connection with a Request for Change Order
shall include the certification required to be provided by Subcontractor under Section 26.5 of the
Contract.
SECTION VI: REVIEWED BY
Comments:
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 18
Page 6 of 6
Design -Build Contract
Form of DB Contractor Request for Change Order
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 19
GP LANE CLOSURE CHARGES
In accordance with Contract Section 21.2.2(a), Permitted GP Lane Closures at the locations and
during the periods identified in TP Attachment 18-1 shall be at no charge to DB Contractor,
provided the Lane Closure complies with the requirements for Lane Closures set forth in the
Contract.
For Unpermitted GP Lane Closures, the applicable GP Lane Closure Charges shall consist of
liquidated damages determined as follows:
Type of facility
Route
Direction or
segment
Period
GP Lane Closure
Charges
prior to the ELP
Revenue Service
Commencement
Date
GP Lane Closure
Charges
From the ELP
Revenue Service
Commencement
Date through the
remainder of the
Warranty Period
Mainline
15
NB 34.70-41.97
1st half hour
2nd half hour
2nd hour and beyond
$3650/10 minutes
$4975/10 minutes
$5300/10 minutes
$2650/10 minutes
$3975/10 minutes
$5300/10 minutes
Mainline
15
NB 41.97-43.62
1st half hour
2nd half hour
2nd hour and beyond
$2400/10 minutes
$3100/10 minutes
$2800/10 minutes
$1400/10 minutes
$2100/10 minutes
$2800/10 minutes
Mainline
15
NB 43.62-51.36
1st half hour
2nd half hour
2nd hour and beyond
$3150/10 minutes
$4225/10 minutes
$4300/10 minutes
$2150/10 minutes
$3225/10 minutes
$4300/10 minutes
Mainline
15
NB 51.36-SBd
1.30
1st half hour
2nd half hour
2nd hour and beyond
$3500/10 minutes
$4750/10 minutes
$5000/10 minutes
$2500/10 minutes
$3750/10 minutes
$5000/10 minutes
Mainline
15
SB 34.70-38.06
1st half hour
2nd half hour
2nd hour and beyond
$2000/10 minutes
$2000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
Mainline
15
SB 38.06-41.25
1st half hour
2nd half hour
2nd hour and beyond
$2000/10 minutes
$2000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
Mainline
15
SB 41.25-41.85
1st half hour
2nd half hour
2nd hour and beyond
$2000/10 minutes
$2000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
Mainline
15
SB 41.85-43.50
1st half hour
2nd half hour
2nd hour and beyond
$2000/10 minutes
$2000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
$1000/10 minutes
Mainline
15
SB 43.50-51.77
1st half hour
2nd half hour
2nd hour and beyond
$1950/10 minutes
$2425/10 minutes
$1900/10 minutes
$950/10 minutes
$1425/10 minutes
$1900/10 minutes
Mainline
15
SB 51.77-SBd
1.30
1st half hour
2nd half hour
2nd hour and beyond
$2850/10 minutes
$3775/10 minutes
$3700/10 minutes
$1850/10 minutes
$2775/10 minutes
$3700/10 minutes
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 19
Page 1 of 2
Design -Build Contract
GP Lane Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
Type of facility
Route
Direction or
segment
Period
GP Lane Closure
Charges
from NTP1 and for
the remainder of the
Warranty Period
Mainline
91
EB 6.34-9.18
1st half hour
2nd half hour
2nd hour and beyond
$2750/10 minutes
$3625/10 minutes
$3500/10 minutes
Mainline
91
WB 6.34-9.18
1st half hour
2nd half hour
2nd hour and beyond
$3500/10 minutes
$4750/10 minutes
$5000/10 minutes
Type of facility
Route
Direction or
segment
Period
GP Lane Closure
Charges
prior to Revenue
Service
Commencement
Date
GP Lane Closure
Charges
From Revenue
Service
Commencement
Date through the
remainder of the
Warranty Period
Connector
15/91
All existing 1-15 /
SR-91 GP
1st half hour
2nd half hour
2nd hour and beyond
$2000/10 minutes
$2000/10 minutes
$1500/10 minutes
$1000/10 minutes
$1000 /10 minutes
$1000/10 minutes
The 10-minute increments listed in the table above are for partial or full increments, meaning
that, for example, an 11 minute period would be considered two increments.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 19
Page 2 of 2
Design -Build Contract
GP Lane Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 20
15 EL CLOSURE CHARGES
CHART 20-1
15 EL Closure Charges for Permitted 15 EL Closures
Segment 1 NB, Segment 2 NB, Segment 1 SB, Segment 2 SB From ELP Revenue Service
Commencement Date through the remainder of the Warranty Period
Segment 2 NB Segment 2 SB
Segment 1 NB (Ontario Ingress Segment 1 SB (Sixth Street
(Southern beginning Egress to Second (SR-60 to Sixth Ingress/Egress to
to Ontario Street Street Second Street
Time Frame Ingress/Egress) Ingress/Egress) Ingress/Egress) Ingress/Egress)
Sunday 8:00 p.m. to
Monday 4:00 a.m.
(Except for certain
Sundays identified in
section 18.3.3.3.1 of the
Technical Provisions)
$1,000/night $2,000/night
$1,500/night $1,000/night
Monday 8:00 p.m. to
Tuesday 4:00 a.m.
$1,000/night $2,000/night
$1,500/night $1,000/night
Tuesday 8:00 p.m. to
Wednesday 4:00 a.m.
$1,000/night $2,000/night
$1,500/night $1,000/night
Wednesday 8:00 p.m. to
Thursday 4:00 a.m.
$1,000/night $2,000/night
$1,500/night $1,000/night
Thursday 8:00 p.m. to
Friday 4:00 a.m.
$1,000/night $2,000/night
$1,500/night $1,000/night
Friday 10:00 p.m. to
Saturday 6:00 a.m.
$1,000/night $2,000/night
$1,500/night $1,000/night
Saturday 10:00 p.m. to $1,000/night $2,000/night $1,500/night $1,000/night
Sunday 6:00 a.m.
The applicable 15 EL Closure Charge listed in this Chart 20-1 will be assessed on a per night
basis, irrespective of the actual length of the Permitted 15 EL Closure. 1-15 EL Segments are
shown in TP Attachment 18-3.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 1 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
CHART 20-2
15 EL Closure Charges for Permitted 15 EL Closures
Segment 3 NB, Segment 4 NB, Segment 3 SB, Segment 4 SB From ELP Revenue Service
Commencement Date through the remainder of the Warranty Period
Time Frame
Segment 3 NB
(Second Street
Ingress/Egress to
Sixth Street
Ingress/Egress)
Segment 4 NB
(Sixth Street
Ingress/Egress to
SR-60)
Segment 3 SB
(Second Street
Ingress/Egress to
Ontario
Ingress/Egress)
Segment 4 SB
(Ontario
Ingress/Egress to
Southern end)
Sunday 9:00 p.m. to
Monday 5:00 a.m.
(Except for certain
Sundays identified in
section 18.3.3.3.1 of the
Technical Provisions)
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Monday 9:00 p.m. to
Tuesday 5:00 a.m.
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Tuesday 9:00 p.m. to
Wednesday 5:00 a.m.
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Wednesday 9:00 p.m. to
Thursday 5:00 a.m.
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Thursday 9:00 p.m. to
Friday 5:00 a.m.
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Friday 10:00 p.m. to
Saturday 6:00 a.m.
$1,000/night
$1,500/night
$2,000/night
$1,000/night
Saturday 10:00 p.m. to $1,000/night $1,500/night $2,000/night $1,000/night
Sunday 6:00 a.m.
The applicable 15 EL Closure Charge listed in this Chart 20-2 will be assessed on a per night basis,
irrespective of the actual length of the Permitted 15 EL Closure. 1-15 EL Segments are shown in TP
Attachment 18-3.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 2 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
Chart 20-3
15 EL Closure Charges for
Unpermitted 15 EL Closures
Segment 1 NB, Segment 2 NB, Segment 1 SB, Segment 2 SB
Segment Time Frame 15 EL Closure 15 EL Closure
Charge* prior to the Charge* from the
ELP Revenue ELP Revenue
Service Service
Commencement Commencement
Date Date through the
remainder of the
Warranty Period
Segment 1 NB,
Segment 2 NB,
Segment 1 SB,
Segment 2 SB
Weekday Period:
• Monday 4:00 a.m. to 8:00 p.m.
• Tuesday 4:00 a.m. to 8:00 p.m.
• Wednesday 4:00 a.m. to 8:00 p.m.
• Thursday 4:00 a.m. to 8:00 p.m.
• Friday 4:00 a.m. to 8:00 p.m.
No charge
The sum of
(i) Stipulated
Damages** for the
affected Segment
plus (ii) $3,000.00
per affected
Segment for every
partial or full 10
minute increment
Weekend Period: The sum of
• Saturday 6:00 a.m. to 10:00 p.m. (i) Stipulated
Damages** for the
• Sunday 6:00 a.m. to 10:00 p.m. affected Segment
plus (ii) $3,000.00
per affected
Segment for every
partial or full 10
minute increment
1-15 EL Segments depicted in TP Attachment 18-3. The 10 minute increments listed in the
tables above are for partial or full increments, meaning that, for example, an 11 minute period
would be considered two increments.
*Lane Closures will be measured on the basis of direction and Segment. The 15 EL Closure
Charge shall be assessed for any closure of any portion of a lane within a Segment in any
direction. A closure that affects more than one Segment shall result in a charge for each
affected Segment. For instance, a closure of a portion of one lane in two Northbound Segments
and one Southbound Segment shall result in a charge of Stipulated Damages for the three
affected Segments plus $2,700 for every partial or full 10 minute increment.
The 10 minute increments listed in the charts above are for partial or full increments, meaning
that, for example, an 11 minute period would be considered two increments.
** Stipulated damages shall be determined by using a comparison of the number of transactions
identified by the Collection System during the period of the partial or complete 15 EL Closure
and the number of transactions identified by the Collection System during a comparable prior
period determined by RCTC. Determination of a comparable period shall be made by RCTC,
acting reasonably, and shall consider the day, month, time of day, location, season, whether the
day is a weekday, weekend or holiday, and such other factors as RCTC shall reasonably
determine. During the first six (6) months following the ELP Revenue Service Commencement
Date for Interstate 15, stipulated damages shall be determined by reference to the traffic and
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 3 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
revenue study estimates for the Interstate 15 during the period of time in question and may also
consider available live traffic data from the Collection System. For example, if, during the period
of the 15 EL Closure, the Collection System identifies 100 transactions, and during a
comparable prior period where there is no 15 EL Closure, the Collection System identifies 1000
transactions, the stipulated damages for the duration of the 15 EL Closure would be the value of
the difference in the number of transactions (i.e., an amount equal to 900) multiplied by the toll
rate(s) applicable to such transactions. The calculation of stipulated damages can never be a
negative number or result in DB Contractor being entitled to additional payment from RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 4 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
Chart 20-4
15 EL Closure Charges for
Unpermitted 15 EL Closures
Segment 3 NB, Segment 4 NB, Segment 3 SB, Segment 4 SB
Direction Time Frame 15 EL Closure 15 EL Closure
Charge* prior to the Charge* from the
ELP Revenue ELP Revenue
Service Service
Commencement Commencement
Date Date through the
remainder of the
Warranty Period
Segment 3 NB,
Segment 4 NB,
Segment 3 SB
Segment 4 SB
Weekday Period:
• Monday 5:00 a.m. to 9:00 p.m.
• Tuesday 5:00 a.m. to 9:00 p.m.
• Wednesday 5:00 a.m. to 9:00 p.m.
• Thursday 5:00 a.m. to 9:00 p.m.
• Friday 5:00 a.m.to 9:00 p.m.
Weekend Period:
• Saturday 6:00 a.m. to 10:00 p.m.
• Sunday 6:00 a.m. to 10:00 p.m.
No charge
No charge
The sum of
(i) Stipulated
Damages** for the
affected Segment
plus (ii) $3,000.00
per affected
Segment for every
partial or full 10
minute increment
The sum of
(i) Stipulated
Damages** for the
affected Segment
plus (ii) $3,000.00
per affected
Segment for every
partial or full 10
minute increment
1-15 EL are Segments depicted in TP Attachment 18-3. The 10 minute increments listed in the
tables above are for partial or full increments, meaning that, for example, an 11 minute period
would be considered two increments.
*Lane Closures will be measured on the basis of direction and Segment. The 15 EL Closure
Charge shall be assessed for any closure of any portion of a lane within a Segment in any
direction. A closure that affects more than one Segment shall result in a charge for each
affected Segment. For instance, a closure of a portion of one lane in two Northbound Segments
and one Southbound Segment shall result in a charge of Stipulated Damages for the three
affected Segments plus $2,700 for every partial or full 10 minute increment.
The 10 minute increments listed in the charts above are for partial or full increments, meaning
that, for example, an 11 minute period would be considered two increments.
** Stipulated damages shall be determined by using a comparison of the number of transactions
identified by the Collection System during the period of the partial or complete 15 EL Closure
and the number of transactions identified by the Collection System during a comparable prior
period determined by RCTC. Determination of a comparable period shall be made by RCTC,
acting reasonably, and shall consider the day, month, time of day, location, season, whether the
day is a weekday, weekend or holiday, and such other factors as RCTC shall reasonably
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 5 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
determine. During the first six (6) months following the ELP Revenue Service Commencement
Date for Interstate 15, stipulated damages shall be determined by reference to the traffic and
revenue study estimates for the Interstate 15 during the period of time in question and may also
consider available live traffic data from the Collection System. For example, if, during the period
of the 15 EL Closure, the Collection System identifies 100 transactions, and during a
comparable prior period where there is no 15 EL Closure, the Collection System identifies 1000
transactions, the stipulated damages for the duration of the 15 EL Closure would be the value of
the difference in the number of transactions (i.e., an amount equal to 900) multiplied by the toll
rate(s) applicable to such transactions. The calculation of stipulated damages can never be a
negative number or result in DB Contractor being entitled to additional payment from RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
Exhibit 20
Page 6 of 6
Design -Build Contract
15 EL Closure Charges
Draft Execution Copy: February 12, 2020
56800652.v31
EXHIBIT 21
91 EL CLOSURE CHARGES
CHART 21-1
91 EL Closure Charges for Permitted 91 RCTC Westbound EL Closures From NTP1
and for the remainder of the Warranty Period
Time Frame
91 Westbound EL
Full Closure to 91 Westbound EL Closure
Countyline of Mckinley entrance
1-15 Northbound to 91
Westbound Connector
Closure
Sunday 9:00 p.m. to Monday 4:00
a.m. (Except for certain Sundays
identified in section 18.3.3.3.1 of the
Technical Provisions)
$2,000/night $1,000/night per Segment $1,000/night per Segment
Monday 8:00 p.m. to Tuesday 4:00 $2,000/night
a.m.
$1,000/night $1,000/night
Tuesday 8:00 p.m. to Wednesday
4:00 a.m.
$2,000/night
$1,000/night $1,000/night
Wednesday 8:00 p.m. to Thursday
4:00 a.m.
$2,000/night
$1,000/night $1,000/night
Thursday 8:00 p.m. to Friday 4:00 $2,000/night
a.m.
$1,000/night $1,000/night
Friday 10:00 p.m. to Saturday 7:00 $2,500/night
a.m.
$1,500/night $1,000/night
Saturday 10:00 p.m. to Sunday 7:00 $2,500/night
a.m.
$1,500/night $1,000/night
The applicable 91 RCTC EL Closure Charge listed in this Chart 21-1 will be assessed on a per
night basis, irrespective of the actual length of the Permitted 91 RCTC EL Closure.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 1 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
CHART 21-2
91 EL Closure Charges for Permitted 91 RCTC Eastbound EL Closures from NTP1 and
for the remainder of the Warranty Period
Time Frame
91 Eastbound EL 91 Eastbound EL Closure
Full Closure of Mckinley exit to SR-91
91 Eastbound to 1-15
Southbound EL
Connector Closure
Sunday 10:00 p.m. to Monday 6:00
a.m. (Except for certain Sundays
identified in section 18.3.3.3.1 of the
Technical Provisions)
$2,000/night $1,000/night per Segment $1,000/night per Segment
Monday 10:00 p.m. to Tuesday 6:00 $2,000/night
a.m.
$1,000/night $1,000/night
Tuesday 10:00 p.m. to Wednesday
4:00 a.m.
$2,000/night
$1,000/night $1,000/night
Wednesday 10:00 p.m. to Thursday
4:00 a.m.
$2,000/night
$1,000/night $1,000/night
Thursday 10:00 p.m. to Friday 6:00 $2,000/night
a.m.
$1,000/night $1,000/night
Friday 11:00 p.m. to Saturday 7:00 $2,500/night
a.m.
$1,500/night $1,000/night
Saturday 11:00 p.m. to Sunday 7:00 $2,500/night
a.m.
$1,500/night $1,000/night
The applicable 91 RCTC EL Closure Charge listed in this Chart 21-2 will be assessed on a per night
basis, irrespective of the actual length of the Permitted 91 RCTC EL Closure.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 2 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
CHART 21-3
91 EL Closure Charges for Unpermitted 91 RCTC EL Closures
(including South Flyover Connector)
From NTP1 and for the
remainder of the Warranty
Period
Travel
Direction
Time Frame
91 RCTC EL
Closure
Charge
(excluding
South Flyover
Connector)
91 RCTC EL
to 15 South
Flyover
Connector
Lane Closure
Charge
Westbound
including
Northbound
to
Westbound
or
Northbound
to
Westbound
Weekday Period:
• Monday 4:00 a.m.to 8:00 p.m.
• Tuesday 4:00 a.m. to 8:00 p.m.
• Wednesday 4:00 a.m. to 8:00
p.m.
• Thursday 4:00 a.m. to 8:00
p.m.
Friday 4:00 a.m. to 10:00 p.m.
Weekend Period:
• Saturday 6:00 a.m. through
10:00 p.m.
• Sunday 6:00 a.m. through 9:00
p.m.
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
Eastbound
including
Eastbound to
Southbound
Weekday Period:
Monday 6:00 a.m. to 10:00
p.m.
• Tuesday 6:00 a.m. to 10:00
p.m.
• Wednesday 6:00 a.m. to 10:00
p.m.
• Thursday 6:00 a.m. to 10:00
p.m.
Friday 5:00 a.m.to 9:00 p.m.
Weekend Period:
• Saturday 6:00 a.m. to 10:00
p.m.
• Sunday 6:00 a.m. to 10:00
p.m.
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The sum of
(i) Stipulated
Damages* plus
(ii) $10,000 for
every partial or
full 10 minute
increment
The 10 minute increments listed in the tables above are for partial or full increments, meaning
that, for example, an 11 minute period would be considered two increments.
* Stipulated damages shall be determined by using a comparison of the number of transactions
identified by the toll collection system for the SR-91 during the period of the partial or complete
15-91 EL Closure and the number of transactions identified by the toll collection system for the
SR-91 during a comparable prior period determined by RCTC. Determination of a comparable
period shall be made by RCTC, acting reasonably, and shall consider the day, month, time of
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 3 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
day, location, season, whether the day is a weekday, weekend or holiday, and such other
factors as RCTC shall reasonably determine. The calculation of stipulated damages can never
be a negative number or result in DB Contractor being entitled to additional payment from
RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 4 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
CHART 21-4
91 EL Closure Charges for Permitted 91 OCTA EL Closures
Travel
Direction
Time Frame
91 EL Closure Charge from NTP1
and for the remainder of the
Warranty Period
Westbound Weekday Period: $3,000/night
• Sunday 8:00 p.m. to Monday 4:00 a.m.
• Monday 8:00 p.m. to Tuesday 4:00 a.m.
• Tuesday 8:00 p.m. to Wednesday 4:00 a.m.
• Wednesday 8:00 p.m. to Thursday 4:00 a.m.
• Thursday 8:00 p.m. to Friday 4:00 a.m.
Weekend Period: $1,400/night
• Friday 9:00 p.m. to Saturday 5:00 a.m.
• Saturday 9:00 p.m. to Sunday 5:00 a.m.
Eastbound Weekday Period: $3,000/night
• Sunday 9:00 p.m. to Monday 5:00 a.m.
• Monday 9:00 p.m. to Tuesday 5:00 a.m.
• Tuesday 9:00 p.m. to Wednesday 5:00 a.m.
• Wednesday 9:00 p.m. to Thursday 5:00 a.m.
• Thursday 9:00 p.m. to Friday 5:00 a.m.
Weekend Period: $5,200/night
• Friday 9:00 p.m. to Saturday 5:00 a.m.
• Saturday 9:00 p.m. to Sunday 5:00 a.m.
The applicable 91 OCTA EL Closure Charge listed in this Chart 21-4 will be assessed on a per
night basis, irrespective of the actual length of the Permitted 91 OCTA EL Closure.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 5 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
CHART 21-5
91 EL Closure Charges for Unpermitted 91 OCTA EL Closures
Travel
Direction
Time Frame
91 EL Closure Charge from NTP1 and
for the remainder of the Warranty
Period
Westbound Weekday Period: $22,600 for every partial or full 10 minute
increment
• Monday 4:00 a.m. to 8:00 p.m.
• Tuesday 4:00 a.m. to 8:00 p.m.
• Wednesday 4:00 a.m. to 8:00 p.m.
• Thursday 4:00 a.m. to 8:00 p.m.
• Friday 4:00 a.m. to 9:00 p.m.
Weekend Period:
• Saturday 5:00 a.m. to 9:00 p.m.
• Sunday 5:00 a.m. to 8:00 p.m.
$22,600 for every partial or full 10 minute
increment
Eastbound Weekday Period: $22,600 for every partial or full 10 minute
increment
• Monday 5:00 a.m. to 9:00 p.m.
• Tuesday 5:00 a.m. to 9:00 p.m.
• Wednesday 5:00 a.m. to 9:00 p.m.
• Thursday 5:00 a.m. to 9:00 p.m.
• Friday 5:00 a.m. to 9:00 p.m.
Weekend Period: $22,600 for every partial or full 10 minute
increment
• Saturday 5:00 a.m. to 9:00 p.m.
• Sunday 5:00 a.m. to 9:00 p.m.
The 10 minute increments listed in the charts above (except Chart 21-5) are for partial or full
increments, meaning that, for example, an 11 minute period would be considered two
increments.
* Stipulated damages shall be determined by using a comparison of the number of transactions
identified by the toll collection system for the SR-91 during the period of the partial or complete
91 EL Closure and the number of transactions identified by the toll collection system for the SR-
91 during a comparable prior period determined by RCTC. Determination of a comparable
period shall be made by RCTC, acting reasonably, and shall consider the day, month, time of
day, location, season, whether the day is a weekday, weekend or holiday, and such other
factors as RCTC shall reasonably determine. The calculation of stipulated damages can never
be a negative number or result in DB Contractor being entitled to additional payment from
RCTC.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 21
Page 6 of 6
Design -Build Contract
91 EL Closure Charges
Draft Execution Copy: February 12, 2020
EXHIBIT 22
ELC LANE CLOSURE CHARGES
Chart 22-1
ELC Lane Closure Charges for Permitted ELC Lane Closures
Travel Direction Time Frame
ELC Lane Closure ELC Lane Closure
Charge* prior to the Charge* from the
Revenue Service Revenue Service
Commencement Commencement
Date Date and for the
remainder of the
Warranty Period
Southbound to
Westbound
Weekday Period:
• Sunday 9:00 p.m. to Monday 5:00
a.m.
• Monday 9:00 p.m. to Tuesday 5:00
a.m.
• Tuesday 9:00 p.m. to Wednesday
5:00 a.m.
• Wednesday 9:00 p.m. to Thursday
5:00 a.m.
• Thursday 9:00 p.m. to Friday 5:00
a.m.
Weekend Period:
• Friday 9:00 p.m. to Saturday 5:00
a.m.
• Saturday 9:00 p.m. to Sunday 5:00
a.m.
No charge $1,000 per night
No charge $1,000 per night
Eastbound to Northbound Weekday Period:
• Sunday 9:00 p.m. to Monday 5:00
a.m.
• Monday 9:00 p.m. to Tuesday 5:00
a.m.
• Tuesday 9:00 p.m. to Wednesday
5:00 a.m.
• Wednesday 9:00 p.m. to Thursday
5:00 a.m.
• Thursday 9:00 p.m. to Friday 5:00
a.m.
Weekend Period:
• Friday 9:00 p.m. to Saturday 5:00
a.m.
• Saturday 9:00 p.m. to Sunday 5:00
a.m.
No charge $1,000 per night
No charge $1,000 per night
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 22
Page 1 of 2
Design -Build Contract
ELC Lane Closure Charges
Draft Execution Copy: February 12, 2020
Chart 22-2
ELC Lane Closure Charges for Unpermitted ELC Lane Closures
Travel Direction Time Frame
ELC Lane Closure ELC Lane Closure
Charge* prior to the Charge* from the
Revenue Service Revenue Service
Commencement Commencement
Date** Date through the
remainder of the
Warranty Period**
Southbound to
Westbound
Weekday Period:
• Sunday 9:00 p.m. to Monday 5:00
a.m.
• Monday 9:00 p.m. to Tuesday 5:00
a.m.
• Tuesday 9:00 p.m. to Wednesday
5:00 a.m.
• Wednesday 9:00 p.m. to Thursday
5:00 a.m.
• Thursday 9:00 p.m. to Friday 5:00
a.m.
No charge
Weekend Period: No charge
• Friday 9:00 p.m. to Saturday 5:00
a.m.
• Saturday 9:00 p.m. to Sunday 5:00
a.m.
$5,000 for every
partial or full 10
minute increment
$5,000 for every
partial or full 10
minute increment
Eastbound to Northbound Weekday Period: No charge
• Sunday 9:00 p.m. to Monday 5:00
a.m.
• Monday 9:00 p.m. to Tuesday 5:00
a.m.
• Tuesday 9:00 p.m. to Wednesday
5:00 a.m.
• Wednesday 9:00 p.m. to Thursday
5:00 a.m.
• Thursday 9:00 p.m. to Friday 5:00
a.m.
Weekend Period: No charge
• Friday 9:00 p.m. to Saturday 5:00
a.m.
• Saturday 9:00 p.m. to Sunday 5:00
a.m.
$5,000 for every
partial or full 10
minute increment
$5,000 for every
partial or full 10
minute increment
The 10 minute increments listed in the tables above are for partial or full increments, meaning
that, for example, an 11 minute period would be considered two increments.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 22
Page 2 of 2
Design -Build Contract
ELC Lane Closure Charges
Draft Execution Copy: February 12, 2020
EXHIBIT 23
PUBLIC CONTRACT CODE SECTION 9204
Public Contract Code - PCC
9204.
(a) The Legislature finds and declares that it is in the best interests of the state and its citizens to
ensure that all construction business performed on a public works project in the state that is
complete and not in dispute is paid in full and in a timely manner.
(b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing with
Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2,
and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply
to any claim by a contractor in connection with a public works project.
(c) For purposes of this section:
(1) "Claim" means a separate demand by a contractor sent by registered mail or certified mail with
return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties for delay
assessed by a public entity under a contract for a public works project.
(B) Payment by the public entity of money or damages arising from work done by, or on behalf of,
the contractor pursuant to the contract for a public works project and payment for which is not
otherwise expressly provided or to which the claimant is not otherwise entitled.
(C) Payment of an amount that is disputed by the public entity.
(2) "Contractor" means any type of contractor within the meaning of Chapter 9 (commencing with
Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct
contract with a public entity for a public works project.
(3) (A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state
agency, department, office, division, bureau, board, or commission, the California State
University, the University of California, a city, including a charter city, county, including a charter
county, city and county, including a charter city and county, district, special district, public
authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by
a public agency and formed to carry out the purposes of the public agency.
(B) "Public entity" shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that department.
(ii) The Department of Transportation as to any project under the jurisdiction of that department.
(iii) The Department of Parks and Recreation as to any project under the jurisdiction of that
department.
Riverside County Transportation Commission
Express Lanes Connector Project
56800652.v31
Exhibit 23
Page 1 of 4
Design -Build Contract
Public Contract Code Section 9204
Draft Execution Copy: February 12, 2020
(iv) The Department of Corrections and Rehabilitation with respect to any project under its
jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the
Penal Code.
(v) The Military Department as to any project under the jurisdiction of that department.
(vi) The Department of General Services as to all other projects.
(vii) The High -Speed Rail Authority.
(4) "Public works project" means the erection, construction, alteration, repair, or improvement of
any public structure, building, road, or other public improvement of any kind.
(5) "Subcontractor" means any type of contractor within the meaning of Chapter 9 (commencing
with Section 7000) of Division 3 of the Business and Professions Code who either is in direct
contract with a contractor or is a lower tier subcontractor.
(d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the claim
applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days,
shall provide the claimant a written statement identifying what portion of the claim is disputed and
what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual
agreement, extend the time period provided in this subdivision.
(B) The claimant shall furnish reasonable documentation to support the claim.
(C) If the public entity needs approval from its governing body to provide the claimant a written
statement identifying the disputed portion and the undisputed portion of the claim, and the
governing body does not meet within the 45 days or within the mutually agreed to extension of
time following receipt of a claim sent by registered mail or certified mail, return receipt requested,
the public entity shall have up to three days following the next duly publicly noticed meeting of the
governing body after the 45-day period, or extension, expires to provide the claimant a written
statement identifying the disputed portion and the undisputed portion.
(D) Any payment due on an undisputed portion of the claim shall be processed and made within
60 days after the public entity issues its written statement. If the public entity fails to issue a written
statement, paragraph (3) shall apply.
(2) (A) If the claimant disputes the public entity's written response, or if the public entity fails to
respond to a claim issued pursuant to this section within the time prescribed, the claimant may
demand in writing an informal conference to meet and confer for settlement of the issues in
dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt
requested, the public entity shall schedule a meet and confer conference within 30 days for
settlement of the dispute.
(B) Within 10 business days following the conclusion of the meet and confer conference, if the
claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a
written statement identifying the portion of the claim that remains in dispute and the portion that
is undisputed. Any payment due on an undisputed portion of the claim shall be processed and
made within 60 days after the public entity issues its written statement. Any disputed portion of
the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation,
with the public entity and the claimant sharing the associated costs equally. The public entity and
claimant shall mutually agree to a mediator within 10 business days after the disputed portion of
the claim has been identified in writing. If the parties cannot agree upon a mediator, each party
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shall select a mediator and those mediators shall select a qualified neutral third party to mediate
with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged
by its respective mediator in connection with the selection of the neutral mediator. If mediation is
unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures
outside this section.
(C) For purposes of this section, mediation includes any nonbinding process, including, but not
limited to, neutral evaluation or a dispute review board, in which an independent third party or
board assists the parties in dispute resolution through negotiation or by issuance of an evaluation.
Any mediation utilized shall conform to the timeframes in this section.
(D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation
conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to
mediate after litigation has been commenced.
(E) This section does not preclude a public entity from requiring arbitration of disputes under
private arbitration or the Public Works Contract Arbitration Program, if mediation under this
section does not resolve the parties' dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time periods
described in this subdivision or to otherwise meet the time requirements of this section shall result
in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public
entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements
of this section, shall not constitute an adverse finding with regard to the merits of the claim or the
responsibility or qualifications of the claimant.
(4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent
per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a
public entity because privity of contract does not exist, the contractor may present to the public
entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may
request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that
the contractor present a claim for work which was performed by the subcontractor or by a lower
tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be
presented to the public entity shall furnish reasonable documentation to support the claim. Within
45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as
to whether the contractor presented the claim to the public entity and, if the original contractor did
not present the claim, provide the subcontractor with a statement of the reasons for not having
done so.
(e) The text of this section or a summary of it shall be set forth in the plans or specifications for
any public works project that may give rise to a claim under this section.
(f) A waiver of the rights granted by this section is void and contrary to public policy, provided,
however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing,
mediation and proceed directly to the commencement of a civil action or binding arbitration, as
applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute
resolution procedures and requirements in addition to the provisions of this section, so long as
the contractual provisions do not conflict with or otherwise impair the timeframes and procedures
set forth in this section.
(g) This section applies to contracts entered into on or after January 1, 2017.
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Draft Execution Copy: February 12, 2020
(h) Nothing in this section shall impose liability upon a public entity that makes loans or grants
available through a competitive application process, for the failure of an awardee to meet its
contractual obligations.
(i) This section shall remain in effect only until January 1, 2020, and as of that date is repealed,
unless a later enacted statute, that is enacted before January 1, 2020, deletes or extends that
date.
(Added by Stats. 2016, Ch. 810, Sec. 1. Effective January 1, 2017. Repealed as of January 1,
2020, by its own provisions.)
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Express Lanes Connector Project
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Design -Build Contract
Public Contract Code Section 9204
Draft Execution Copy: February 12, 2020
ATTACHMENT 3
Agreement No. 15-31-001-07
AMENDMENT NO. 7
TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND
CONSTRUCTION MANAGEMENT SERVICES FOR THE
1-15 CORRIDOR IMPROVEMENT PROJECT
1. PARTIES AND DATE
This Amendment No. 7 to the Agreement for project and construction
management services is made and entered into as of this day of
2020, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION
("Commission") and PARSONS TRANSPORTATION GROUP INC., an Illinois
corporation ("Consultant").
2. RECITALS
2.1 The Commission and the Consultant entered into an agreement, dated
April 8, 2015, for the purpose of providing project and construction
management services for the Interstate 15 Corridor Improvement Project
(the "Master Agreement") for a maximum not to exceed ("NTE") amount
of $50,625,807.
2.2 Senate Bill 132 was enacted on April 28, 2017 and provides, among other
things, $180 million for new tolled express lanes connectors from the
91 Express Lanes to the northern portion of the 1-15 (15/91 ELC). Funds
under SB132 are available for encumbrance and liquidation only until
June 30, 2023.
2.3 AB 115 was enacted on June 27, 2017 and provides additional project
delivery authority to Commission to ensure cost-effective and timely
delivery of the 15/91 ELC. Additional project delivery authority includes,
but is not limited to, amendments to any existing 1-15 Express Lanes
Project or 91 Express Lanes Project contract. This amendment is
authorized pursuant to AB 115.
2.4 The Commission and the Consultant entered into Agreement No. 15-31-
001-02-A, an amendment to the Master Agreement, dated November 1,
2017 in order to provide additional engineering and environmental
services to complete the Caltrans supplemental Project Report and
Environmental Document revalidation for the 15/91 ELC.
2.5 The Commission and the Consultant entered into Amendment No. 3 to
the Master Agreement, dated March 28, 2018, ("Amendment No. 3") in
order to extend the term, to provide project and construction management
services for the 15/91 ELC, to update the indemnification provision
pursuant to SB 496, and to include certain additional standard federal
provisions.
17336.00034\32708325.2
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2.6 The Commission and the Consultant entered into Amendment No. 4 to the
Master Agreement, dated January 29, 2019, to provide design refinement,
including geometrical and structural changes, and additional soundwall
studies and revisions mandated by Caltrans District 8 Noise Group to
obtain environmental approval of the 15/91 ELC, and to provide additional
funding therefor.
2.7 The Commission and the Consultant entered into Amendment No. 5 to the
Master Agreement, dated June 26, 2019, to provide additional services
required to obtain environmental approval of the 15/91 ELC, primarily
related to unanticipated additional noise study work, and to provide
additional funding for such services.
2.8 The Commission and the Consultant now desire to amend the Master
Agreement in order to provide additional project and construction
management services required for the 15/91 ELC, and to provide
additional funding for such services.
3. TERMS
3.1 The term of the Master Agreement, as set forth in Section 3.3 of the Master
Agreement, is hereby extended through June 30, 2024.
3.2 The Services, as that term is defined in the Master Agreement, shall be
amended to include additional project and construction management
services required to complete the 15/91 ELC, as further detailed in Exhibit
A, attached to this Amendment No. 7 and incorporated herein by reference.
3.3 Compensation for Services under this Amendment No. 7 shall be in
accordance with the provisions governing fees and payment set forth in
Section 3.5 of Amendment No. 3, and in an amount not to exceed the
values shown in the cost proposal for this Amendment No. 7, as
summarized in Exhibit B, attached hereto and incorporated herein by
reference.
3.3.1 In addition to the allowable incurred costs, Commission shall pay Consultant
a fixed fee of ("Fixed Fee") for Services under this
Amendment No 7. The Fixed Fee is nonadjustable, except in the event of a
significant change in the Scope of Work, and such adjustment is made by
written amendment.
3.3.2 The total amount payable by Commission, including the Fixed Fee, for all
17 3 3 6.000 3 4\ 3 2 7 0 8 3 2 5.2
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268
Services completed under this Amendment No. 7 shall not exceed
Dollars ($ ).
3.4 Services under this Amendment No. 7 shall be compensated in accordance
with the cost proposal attached hereto as Exhibit "B" and incorporated
herein by reference.
3.5 Except as previously amended and as amended by this Amendment No.
7, all provisions of the Master Agreement, including without limitation the
indemnity and insurance provisions, shall remain in full force and effect and
shall govern the actions of the parties under this Amendment No. 7.
3.6 This Amendment No. 7 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.7 This Amendment No. 7 may be signed in counterparts, each of which shall
constitute an original.
3.8 A manually signed copy of this Amendment No. 7 which is transmitted by
facsimile, email or other means of electronic transmission shall be deemed
to have the same legal effect as delivery of an original executed copy of
this Amendment No. 7 for all purposes.
s
17 3 3 6.000 3 4\ 3 2 7 0 8 3 2 5.2
[Signatures on following page]
3
269
SIGNATURE PAGE
TO
AGREEMENT NO. 15-31-001-07
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
the date first herein above written.
RIVERSIDE COUNTY PARSONS TRANSPORTATION
TRANSPORTATION COMMISSION GROUP INC.
By:
Anne Mayer, Executive Director Signature
APPROVED AS TO FORM:
By: _
Best Best & Krieger LLP
General Counsel
17336.00034\32708325.2
4
Name
Title
270
EXHIBIT "A"
SCOPE OF WORK
[Attached behind this page]
17336.00034\32708325.2
271
EXHIBIT "A"
SCOPE OF WORK
I-15/SR 91 Express Lanes Connector
PCM Amendment Scope
Amendment #7
ELC Scope of Work
A-1
272
EXHIBIT A
SCOPE OF WORK
This scope of work (SOW) assumes that future work related to the design, construction,
installation, testing, operation, and maintenance of the I-15/SR-91 Express Lanes
Connector (ELC) will be accomplished through a combination of a separate and new
Design -Build (DB) procurement, and either amendments and/or change orders to the
existing 1-15 Express Lane DB and Toll Services Provider (TSP) contracts.
The Offeror shall assist the Riverside County Transportation Commission
("Commission") in the planning, implementation and general oversight of the ELC.
Offeror will provide the Commission with the agreed upon staff, resources, and
expertise to manage the ELC. The Scope of Work includes program management,
preliminary design, development of procurement documents, and change order
negotiation with the ELC Design -Builder and Tolling Service Provider, risk assessment
and management, toll system planning and development of the operational rules,
overseeing the design -build construction, overseeing the toll system installation and
startup, utility coordination services, railroad coordination services, environmental and
permit support, third party coordination and agreements, ELC controls, quality
management services, public outreach support, design review oversight, construction
management oversight, and contract administration services.
The SOW was written with the intent to describe most if not all services to be provided
by the Offeror. However, Commission may require he Offeror to provide additional
services not specifically identified in this SOW. The Offeror will be required to provide
assistance to the Commission and to provide these additional services to assure the
successful completion of the ELC.
A. ELC Management - TASK 100
Under the Commission's direction, provide overall management of ELC activities and/or
support for agency agreements, ELC financing, procurements and negotiations,
contract awards and contract management, ELC controls, toll system planning and
installation, ROW engineering and acquisition, utility relocation, final design,
construction, environmental permitting, railroad coordination, safety, quality, public
outreach, and other ELC activities. These ELC management responsibilities include
overseeing the activities of the ELC Design -Builder and Toll System Provider,
environmental mitigation, and other contracts further defined in this SOW:
A.1 ELC Management
Under the Commission's direction,
• Represent Commission and be the contact for coordination and
communication between the Commission and the ELC Design -
Builder and the Toll System Provider. Offeror will be the primary
point of contact with Commission on all ELC and contract -related
ELC Scope of Work
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273
matters;
• Plan and conduct meetings, cooperate and coordinate with
stakeholder agencies including the California Department of
Transportation (Caltrans), Federal Highway Administration
(FHWA), regional agencies, and municipalities;
• Coordinate and oversee ELC activities and deliverables performed
by the ELC Design -Builder, Toll System Provider, and other
contractors associated with the ELC;
• Cooperate and coordinate with other Commission consultants,
financial advisors, legal advisors, and contractors to achieve
completion of ELC development activities; and
• Develop, monitor compliance, and maintain a commitment
register and log based on the commitments and obligations with
Federal, State, and Local agency requirements contained in
applicable agreements.
A.2 ELC Administration
Provide administrative personnel and perform general office management and
administration for the duration of the ELC. Administrative responsibilities include:
• Schedule meetings; prepare meeting agendas, minutes, and
action items; provide ELC standards and templates for ELC
communications; institute specific ELC initiatives;
• Provide document control services throughout the ELC duration;
and
• Provide general office support at the co -located office for the
PCM, Commission, Caltrans, FHWA, and others as necessary.
A.3 Polices, Plans and Manuals
Offeror shall obtain and review relevant ELC information and prepare various
plans.
• ELC Information
Obtain and review all available ELC information including preliminary
engineering, ELC reports/briefs, presentations, plans, cost estimates,
environmental documents, environmental technical studies, advance
planning studies, cooperative agreements and other ELC information
provided by Commission, Caltrans, and others.
ELC Scope of Work
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274
" E L C C l o s e - O u t P l a n
I d e n t i f y t h e r e q u i r e m e n t s t o e f f e c t i v e l y c l o s e - o u t t h e d e s i g n - b u i l d a n d
s y s t e m i n t e g r a t i o n c o n t r a c t s i n c l u d i n g s u b m i t t a l s o f a l l r e c o r d
d r a w i n g s , p r o g r e s s r e q u i r e d t o o b t a i n s u b s t a n t i a l a n d f i n a l c o m p l e t i o n ,
n e c e s s a r y d o c u m e n t a t i o n , a p p l i c a t i o n s , d a t a , s u b m i t t a l s , a n d
c o m p l e t i o n o f a l l r e p o r t s .
" O t h e r P l a n s
P r e p a r e o t h e r p l a n s i d e n t i f i e d e l s e w h e r e i n t h i s S O W . I d e n t i f y a n d
p r e p a r e o t h e r p l a n s a s n e c e s s a r y t o c o m p l y w i t h l o c a l , s t a t e , o r f e d e r a l
r e q u i r e m e n t s o r a s d i r e c t e d b y t h e C o m m i s s i o n .
A . 4 E L C S a f e t y
O f f e r o r s h a l l p r o v i d e a S a f e t y E n g i n e e r / M a n a g e r w h o w i l l b e r e s p o n s i b l e f o r
o v e r s e e i n g E L C s a f e t y i n c l u d i n g e n s u r i n g E L C t e a m a n d c o n t r a c t o r c o m p l i a n c e
w i t h E L C s a f e t y r e q u i r e m e n t s r e l e v a n t t o f u t u r e c o - l o c a t e d E L C a n d t o l l
o p e r a t i o n s o f f i c e s a n d c o n s t r u c t i o n s i t e s . S a f e t y a c t i v i t i e s i n c l u d e b u t a r e n o t
l i m i t e d t o :
" I n t e g r a t e t h e E L C i n t o t h e e x i s t i n g 1 - 1 5 E x p r e s s L a n e s P r o j e c t ( E L P )
p r o j e c t - w i d e s a f e t y p r o g r a m . P r o v i d e a n d i m p l e m e n t a n E L C
o v e r s i g h t s i t e s a f e t y p l a n a n d p r o v i d e s a f e t y t r a i n i n g f o r a l l o w n e r
o v e r s i g h t p e r s o n n e l o n t h e E L C . P r o v i d e h a r d h a t s a n d s a f e t y v e s t s
f o r a l l o w n e r o v e r s i g h t p e r s o n n e l w h o w i l l b e w o r k i n g o n t h e E L C s i t e ;
" A s n e c e s s a r y , r e v i s e t h e s a f e t y r e q u i r e m e n t s t h a t a r e i n c l u d e d i n t h e
E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r c o n t r a c t s , i n c l u d i n g
s a f e t y m a n u a l a n d t r a i n i n g p r o g r a m r e q u i r e m e n t s f o r a l l E L C
p e r s o n n e l .
" E n s u r e c o m p l i a n c e o f t h e s a f e t y p r o g r a m w i t h a l l f e d e r a l , s t a t e a n d
l o c a l l a w s i n c l u d i n g t h o s e o f C a l i f o r n i a O c c u p a t i o n a l S a f e t y a n d
H e a l t h A d m i n i s t r a t i o n ( C a l - O S H A ) , C a l t r a n s , C o m m i s s i o n a n d t h e
l o c a l a g e n c i e s a n d j u r i s d i c t i o n s ;
" R e v i e w v a r i o u s E L C a c t i v i t i e s a n d w o r k p r o c e s s e s a n d p e r f o r m
p e r i o d i c a u d i t s t o a s s e s s g e n e r a l o f f i c e s a f e t y a n d c o m p l i a n c e w i t h
c u r r e n t b e s t p r a c t i c e s ;
" W o r k w i t h C a l t r a n s t o m e r g e i t s b u d g e t e d s a f e t y r e s p o n s i b i l i t i e s
w i t h C o m m i s s i o n a n d O f f e r o r , a n d b u i l d o n e e f f e c t i v e s a f e t y o v e r s i g h t
p r o g r a m f o r t h e E L C . E s t a b l i s h r o l e s a n d r e s p o n s i b i l i t i e s , n e c e s s a r y
o v e r s i g h t , a n d r e p o r t i n g r e q u i r e m e n t s ;
" P e r f o r m s a f e t y o v e r s i g h t o f t h e I - E L C E L C D e s i g n - B u i l d e r a n d T o l l
S e r v i c e s P r o v i d e r ;
E L C S c o p e o f W o r k
A - 4
2 7 5
o Verify implementation of the safety training by the Design -
Builder and Toll Services Provider for all ELC staff, and provide
training to office staff as required;
o Track ELC Design -Builder and Toll Services Provider proper
investigation and reporting of accidents;
o Monitor the provision of proper safety personnel protective
equipment to all ELC Design -Builder and Toll Services
Provider personnel, and other ELC personnel as required; and
o Regularly document or require documents by ELC Design -
Builder and Toll Services Provider of safety meetings with set
agendas as conducted by ELC Design -Builder and Toll
Services Provider to document safety understanding and
compliance.
• Oversee the investigation of accidents, report to the Commission,
and recommend corrective actions to reduce risks and reoccurrence.
A.5 Quality Assurance (QA)
Offeror shall provide a Quality Engineer/Manager who will be responsible for
overseeing ELC quality including ensuring ELC team, ELC Design -Builder and
Toll System Provider compliance with ELC quality requirements relevant to all
deliverables and construction. Quality activities include but are not limited to:
• Integrate the ELC into the existing I-15-ELP QA program based on
the ELC scope, assumed construction contracts, stakeholder
requirements, and delivery approach of the ELC. The QA program
shall include the clear delineation of roles and responsibilities between
all identified parties related to all design, procurement, installation, and
construction activities and the development and maintenance of a
quality manual;
• Review and revise, as necessary, the quality requirements that will be
included into the ELC Design -Builder and Toll Services Provider
change order documents;
• Work with Caltrans to merge its budgeted quality responsibilities
with Commission and Offeror, and build one effective quality oversight
program for the ELC. Establish roles and responsibilities, necessary
oversight, and reporting requirements; and
• Perform independent quality assurance (IQA) during final design,
installation, and construction of ELC improvements of Design- Build
and Toll Services Provider including overseeing compliance with
quality control (QC) and QA requirements, over -the -shoulder reviews,
audits of contractor's QC and QA activities, resolution of audit
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276
findings, coordinating with contractor's quality personnel, and providing
periodic quality reporting.
A.6 ELC Support and Other Services
• Participate in the review of third -party insurance claims involving
incidents as it affects Commission and provide analyses, identify
means to mitigate or resolve, and make recommendations for action
by Commission;
• Identify, define, and implement key ELC initiatives that will benefit
Commission and the ELC by improving work processes and reducing
ELC costs and resource requirements; and
• Schedule, coordinate, and/or attend meetings, as required, and
provide all necessary meeting materials (i.e., agendas, minutes, action
items, reports and documents) necessary to support the ELC
management activities.
A.7 Risk Management
• Perform ongoing Project risk identification and management
activities by working with the various Project work groups, including
the Design -Builder and Systems Integrator;
• Provide all necessary reports and actions requested by Commission to
support requests of Caltrans, FHWA, lenders, or others in
documenting adherence to risk management requirements and
practices.
A.8 Agency Agreements and Stakeholder Coordination
• Work with the Commission to amend, create, develop, negotiate, and
execute agency agreements required to incorporate the ELC .
including but not limited to the following:
o Construction Zone Enhanced Enforcement Program (Caltrans);
o California Tolling Agency Interoperable Agreements (various
statewide tolling agencies);
o Toll Violation Enforcement Agreement (California Highway
Patrol (CHP));
o Roadway Maintenance Agreement; and
• Other agency agreements as necessary.
ELC Scope of Work
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277
" O f f e r o r s h a l l i d e n t i f y , d e f i n e , s c h e d u l e , f a c i l i t a t e a n d c o o r d i n a t e w i t h
s t a k e h o l d e r a g e n c i e s i n s u p p o r t o f E L C p o l i c i e s , p r o c e d u r e s , p r a c t i c e s
a n d s c h e d u l e s . A d d i t i o n a l l y , O f f e r o r s h a l l w o r k t h r o u g h b a r r i e r s a n d
e n h a n c e o p p o r t u n i t y f o r i n n o v a t i o n i n t h e t i m e l y d e l i v e r y o f t h e E L C ,
p a r t i c u l a r l y w i t h t h o s e c o m m i t m e n t s a n d o b l i g a t i o n s a s s o c i a t e d w i t h
a n y c o o p e r a t i v e a g r e e m e n t s b e t w e e n C o m m i s s i o n a n d t h e r e s p e c t i v e
a g e n c y . T h e r e s p e c t i v e a g e n c i e s i n c l u d e b u t a r e n o t l i m i t e d t o t h e
c i t i e s o f C o r o n a , R i v e r s i d e C o u n t y , R i v e r s i d e C o u n t y F l o o d C o n t r o l
a n d W a t e r C o n s e r v a t i o n D i s t r i c t ( R C F C W C D ) , C a l t r a n s , a n d F H W A .
A . 9 P u b l i c O u t r e a c h
O f f e r o r s h a l l p r o v i d e s u p p o r t i n t h e d e v e l o p m e n t a n d i m p l e m e n t a t i o n o f p u b l i c
a n d g o v e r n m e n t r e l a t i o n s c o m m u n i c a t i o n p l a n s f o r t h e E L C . T h e c o m m u n i t y a n d
g o v e r n m e n t r e l a t i o n s c o m m u n i c a t i o n p l a n s s h a l l p r o v i d e :
" P u b l i c i n f o r m a t i o n a n d r e s p o n s e t o p u b l i c a n d m e d i a q u e s t i o n s a b o u t
t h e E L C ;
" O n g o i n g c o m m u n i c a t i o n s w i t h s t a f f a n d b o a r d s o f p u b l i c a g e n c i e s ,
E L C p a r t n e r s , a n d e l e c t e d o f f i c i a l s ;
" A t t e n d a n c e a t p u b l i c m e e t i n g s , h e a r i n g s , i n d u s t r y p r e s e n t a t i o n s ,
a n d c o m m u n i t y g r o u p p r e s e n t a t i o n s , i n c l u d i n g t h e p r e p a r a t i o n o f
p r e s e n t a t i o n m a t e r i a l s ;
" P r e p a r e a n d d i s t r i b u t e , a s d i r e c t e d b y C o m m i s s i o n , E L C b r o c h u r e s ,
f a c t s h e e t s , b r a n d i n g i t e m s , m e s s a g i n g , a n d o t h e r n e c e s s a r y
c o m m u n i c a t i o n a n d c o l l a t e r a l m a t e r i a l s t o s u p p o r t C o m m i s s i o n ' s
c o m m u n i c a t i o n s o b l i g a t i o n a n d r e q u i r e m e n t s w i t h t h e a g e n c i e s a n d
c o m m u n i t i e s ;
" L e a d a n d / o r p a r t i c i p a t e i n r e g u l a r l y s c h e d u l e d m e e t i n g s i n c l u d i n g
c e r t a i n t e c h n i c a l w o r k g r o u p s , p r e c o n s t r u c t i o n , a n d c o n s t r u c t i o n
r e l a t e d m e e t i n g s w i t h C o m m i s s i o n , D e s i g n - B u i l d e r , a n d T o l l S e r v i c e s
P r o v i d e r p e r s o n n e l . P r e p a r e f o r m e e t i n g s , a s r e q u i r e d , t o p r o p e r l y
o r g a n i z e o r s u p p o r t e a c h m e e t i n g e v e n t ;
" O v e r s e e , m o n i t o r , a n d c o o p e r a t e i n b u s i n e s s s u p p o r t m e e t i n g s b y
t h e E L C D e s i g n - B u i l d e r , a n d o r g a n i z e a n d p r e p a r e f o r s u c h
m e e t i n g s , a s r e q u e s t e d b y C o m m i s s i o n , t o s u p p o r t t h e E L C ' s e f f o r t s
t o m i t i g a t e i s s u e s a n d d i s r u p t i o n s t o l o c a l b u s i n e s s e s d u e t o
c o n s t r u c t i o n a c t i v i t i e s ;
" P r e p a r e a n d o r g a n i z e m e d i a e v e n t s a n d g o v e r n m e n t a l r e l a t i o n s
a c t i v i t i e s , i n c l u d i n g n e w s o r g a n i z a t i o n s a n d m e d i a a n d e l e c t e d
o f f i c i a l s ;
E L C S c o p e o f W o r k
A - 7
2 7 8
" P r e p a r e c o l l a t e r a l m a t e r i a l s a n d o t h e r s u p p o r t d o c u m e n t s f o r s p e c i a l
e v e n t s s u c h a s " r i b b o n c u t t i n g s " a n d " g r o u n d - b r e a k i n g " c e r e m o n i e s ;
" P r o v i d e r e p o r t s , m e e t i n g o r g a n i z a t i o n m a t e r i a l s , t a b l e s , d a t a , a n d
o t h e r f o r m s o f c o m m u n i c a t i o n s t o p r e s e n t o r d o c u m e n t a c t i v i t i e s o n t h e
p u b l i c o u t r e a c h e f f o r t s ; a n d
" M a i n t a i n a d a t a b a s e r e c o r d o f a l l p u b l i c o u t r e a c h c o n t a c t s a n d
r e s p o n s e s .
B . D e s i g n M a n a g e m e n t T A S K 2 0 0
O f f e r o r s h a l l p r o v i d e d a y - t o - d a y m a n a g e m e n t o f a l l p l a n n i n g , d e s i g n r e v i e w , a n d
o v e r s i g h t a c t i v i t i e s f o r t h e E L C i n c l u d i n g c o o r d i n a t i n g w i t h s t a k e h o l d e r s a n d a f f e c t e d
a g e n c i e s o n t e c h n i c a l i s s u e s r e l a t i n g t o u t i l i t i e s , R O W a c q u i s i t i o n , r a i l r o a d c o o r d i n a t i o n ,
a n d e n v i r o n m e n t a l m i t i g a t i o n . C o o r d i n a t e E L C D e s i g n - B u i l d e r d e s i g n a c t i v i t i e s w i t h
t h o s e o f t h e T o l l S e r v i c e s P r o v i d e r a s d e s c r i b e d i n S e c t i o n C , T o l l i n g S e r v i c e s .
B . 1 D e s i g n M a n a g e m e n t
" R e v i e w E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r d e s i g n
s u b m i t t a l s f o r c o n f o r m a n c e w i t h t h e c o n t r a c t d o c u m e n t s a n d a l l
a p p l i c a b l e F e d e r a l , S t a t e , a n d L o c a l a g e n c y r e q u i r e m e n t s . P r o v i d e
s t a f f p l a n n i n g a n d r e s o u r c e s r e q u i r e m e n t s t o m e e t s c h e d u l e
c o m m i t m e n t s , i n c l u d i n g h i g h w a y , s t r u c t u r a l , d r a i n a g e , u t i l i t i e s , t r a f f i c ,
l a n d s c a p e , a e s t h e t i c s , a c o u s t i c , a n d g e o t e c h n i c a l e n g i n e e r s a n d
s u p p o r t s t a f f r e q u i r e d t o p e r f o r m t h e I n t e g r a t e d Q u a l i t y A s s u r a n c e
r e v i e w a n d a p p r o v a l s .
B . 2 D e s i g n S u p p o r t
" T h e O f f e r o r s h a l l o r g a n i z e a n d c o n s o l i d a t e t h e d e s i g n c o n c e p t
d r a w i n g s t o b e p r o v i d e d a s p a r t o f t h e R F P d o c u m e n t s . T h e b a s i s f o r
t h e d e s i g n c o n c e p t d r a w i n g s s h a l l b e t h e d r a w i n g s d e v e l o p e d a s p a r t
o f t h e P A / E D e f f o r t ;
" R e v i e w o f a l l a v a i l a b l e E L C d a t a a n d i n f o r m a t i o n , i n c l u d i n g E L C
r e p o r t s , p l a n s , e s t i m a t e s , t e c h n i c a l a n d p l a n n i n g s t u d i e s , c o o p e r a t i v e
a g r e e m e n t s , e n v i r o n m e n t a l d o c u m e n t a t i o n a n d o t h e r E L C i n f o r m a t i o n
a s p r o v i d e d b y C o m m i s s i o n , C a l t r a n s , a n d o t h e r s t a k e h o l d e r a g e n c i e s ;
" R e v i e w a n d u n d e r s t a n d t h e G e o m e t r i c A p p r o v a l D r a w i n g s ( G A D ' s ) ,
e x c e p t i o n s t o M a n d a t o r y a n d A d v i s o r y D e s i g n S t a n d a r d s , a n d o t h e r
d o c u m e n t s d e v e l o p e d p r e v i o u s l y b y t h e C o m m i s s i o n ' s v a r i o u s
s u b c o n t r a c t o r s . P r e p a r e a S u p p l e m e n t a l G A D f o r t h e E L C ; a n d
" P r o v i d e e n g i n e e r i n g s u p p o r t f o r f u r t h e r d e f i n i t i o n a n d r e f i n e m e n t o f
R O W l i n e s t o d e v e l o p R O W r e q u i r e m e n t s f o r n e g o t i a t e d a n d e m i n e n t
d o m a i n a c q u i s i t i o n o f E L C R O W
E L C S c o p e o f W o r k
A - 8
2 7 9
" R e v i e w E L C D e s i g n - B u i l d e r C o m p u t e r - A i d e d D e s i g n a n d D r a f t i n g
( C A D D ) p r o t o c o l a n d d o c u m e n t E L C D e s i g n - B u i l d e r c o m p l i a n c e t o
c o n t r a c t d o c u m e n t s a n d C a l t r a n s s t a n d a r d s a n d r e q u i r e m e n t s ;
" M o n i t o r c o m p l i a n c e a n d t a k e c o r r e c t i v e a c t i o n s t o s u b m i t t a l
p r o c e d u r e s , c y c l e s , a n d r e v i e w t i m e f r a m e s f o r t h e p r o c e s s i n g , r e v i e w ,
a n d a p p r o v a l o f a l l s u b m i t t a l s b y C o m m i s s i o n , C a l t r a n s , a n d
s t a k e h o l d e r a g e n c i e s i n c o m p l i a n c e w i t h t h e D e s i g n - B u i l d c o n t r a c t ;
" R e p r e s e n t C o m m i s s i o n w i t h C a l t r a n s a n d t h e E L C D e s i g n - B u i l d e r o n
a l l e n g i n e e r i n g i s s u e s a n d f a c i l i t a t e C o m m i s s i o n ' s a p p r o v a l . F a c i l i t a t e
o t h e r a g e n c y r e v i e w s / a p p r o v a l s o f E L C s u b m i t t a l s ;
" P r o v i d e C A D D s u p p o r t , a s n e c e s s a r y , f o r a n y t e c h n i c a l a n a l y s e s ,
g r a p h i c a l p r e s e n t a t i o n s , r e f e r e n c e m a t e r i a l s , R O W a c q u i s i t i o n ,
r e g u l a t o r y p e r m i t s , a n d E L C d o c u m e n t s ;
" R e g u l a r l y c o o r d i n a t e a n d c o m m u n i c a t e w i t h C o m m i s s i o n o n s t a t u s
a n d p r o g r e s s o n d e s i g n r e v i e w s a n d o v e r s i g h t o f E L C D e s i g n - B u i l d e r ' s
s u b m i t t a l s . I d e n t i f y a n y t e c h n i c a l i s s u e s w i t h p r o p o s e d s o l u t i o n s
a n d m a k e r e c o m m e n d a t i o n s t o r e s o l v e t o C o m m i s s i o n , i n c l u d i n g
n e c e s s a r y a c t i o n s t o i m p l e m e n t p r o p o s e d s o l u t i o n ( s ) ;
" C o o r d i n a t e C o m m i s s i o n , C a l t r a n s , a n d o t h e r s t a k e h o l d e r a g e n c y
i n v o l v e m e n t a n d p a r t i c i p a t i o n i n E L C D e s i g n - B u i l d e r t e c h n i c a l
m e e t i n g s , p r o c e s s E L C D e s i g n - B u i l d e r m e e t i n g m i n u t e s , a n d
c o o r d i n a t e C o m m i s s i o n a n d s t a k e h o l d e r a c t i o n i t e m s r e s u l t i n g f r o m
t e c h n i c a l m e e t i n g s , a l o n g w i t h n e c e s s a r y a g e n c y a p p r o v a l s ;
" S c h e d u l e , c o o r d i n a t e , a n d a t t e n d m e e t i n g s , a s n e c e s s a r y , i n
c o o p e r a t i o n w i t h t h e a g e n c i e s a n d c o n t r a c t e d p a r t i e s ( D e s i g n - B u i l d e r
a n d T o l l S e r v i c e s P r o v i d e r ) , i n c l u d i n g t h e p r e p a r a t i o n o f a g e n d a s ,
m e e t i n g m i n u t e s , a n d a c t i o n i t e m s ; a n d
" P a r t i c i p a t e w i t h t h e c o n s t r u c t i o n m a n a g e m e n t u t i l i t y o v e r s i g h t
p e r s o n n e l i n p r o v i d i n g N o t i c e s t o O w n e r s a n d i n o v e r s e e i n g a n d
c o o r d i n a t i n g t h e d e s i g n a n d e n g i n e e r i n g w o r k o f t h e u t i l i t y a g e n c i e s
a n d t h o s e o f t h e E L C D e s i g n - B u i l d e r , a s a p p r o p r i a t e .
B . 3 S t r u c t u r e s I Q A
O f f e r o r s h a l l :
" R e v i e w a l l a v a i l a b l e E L C d a t a a n d i n f o r m a t i o n , i n c l u d i n g E L C r e p o r t s ,
p l a n s , e s t i m a t e s , t e c h n i c a l a n d p l a n n i n g s t u d i e s f o r i n c o r p o r a t i o n i n t o
t h e a p p r o p r i a t e a m e n d m e n t ;
" P r o v i d e p r e l i m i n a r y l o n g l e a d t i m e E L C e l e m e n t s n e c e s s a r y t o
s u p p o r t t h e d e s i g n - b u i l d d e l i v e r y s c h e d u l e a s r e q u e s t e d b y t h e
C o m m i s s i o n ;
E L C S c o p e o f W o r k
A - 9
2 8 0
" P r o v i d e p r e l i m i n a r y d e s i g n d e v e l o p m e n t a t t h e T e m e s c a l W a s h
C r o s s i n g s a s n e e d e d t o s u p p o r t t h e r e g u l a t o r y a n d c o n s t r u c t i o n
e n v i r o n m e n t a l p e r m i t t i n g ;
" P r o v i d e d e s i g n m a n a g e m e n t s e r v i c e s t o r e v i e w E L C D e s i g n - B u i l d e r
s u b m i t t a l s , i n c l u d i n g d e s i g n p l a n s , i n v e s t i g a t i o n s , s t u d i e s , a n d r e p o r t s
r e q u i r e d b y t h e c o n t r a c t , f o r a c c e p t a b i l i t y a n d c o n f o r m a n c e t o c o n t r a c t
r e q u i r e m e n t s , C a l t r a n s s t a n d a r d s , a n d s t a k e h o l d e r a g e n c y s t a n d a r d s ;
a n d
" R e v i e w a n d r e s p o n d t o s t r u c t u r e s - r e l a t e d i s s u e s a n d a c t i v i t i e s a f t e r
i s s u a n c e o f R e l e a s e f o r C o n s t r u c t i o n ( R F C ) p a c k a g e s .
B . 4 R o a d w a y & D r a i n a g e I Q A
O f f e r o r s h a l l :
" R e v i e w a l l a v a i l a b l e E L C d a t a a n d i n f o r m a t i o n , i n c l u d i n g E L C r e p o r t s ,
p l a n s , e s t i m a t e s , t e c h n i c a l a n d p l a n n i n g s t u d i e s f o r i n c o r p o r a t i o n i n t o
t h e a m e n d m e n t a n d p r e l i m i n a r y R F P d o c u m e n t s ;
" I d e n t i f y a r e a s f o r r i s k r e d u c t i o n ;
" P r o v i d e d e s i g n m a n a g e m e n t s e r v i c e s t o r e v i e w E L C D e s i g n - B u i l d e r
s u b m i t t a l s , i n c l u d i n g d e s i g n p l a n s , i n v e s t i g a t i o n s , s t u d i e s , a n d r e p o r t s
r e q u i r e d b y t h e c o n t r a c t , f o r a c c e p t a b i l i t y a n d c o n f o r m a n c e t o c o n t r a c t
r e q u i r e m e n t s , C a l t r a n s s t a n d a r d s , a n d s t a k e h o l d e r a g e n c y s t a n d a r d s ;
a n d
" R e v i e w a n d r e s p o n d t o r o a d w a y & d r a i n a g e r e l a t e d i s s u e s a n d
a c t i v i t i e s a f t e r i s s u a n c e o f R F C p a c k a g e s .
" F i e l d i n v e s t i g a t e d r a i n a g e s y s t e m s a n d p e r f o r m c o n d i t i o n a s s e s s m e n t
p r i o r t o c o n s t r u c t i o n a m e n d m e n t d e v e l o p m e n t .
B . 5 M a i n t e n a n c e o f T r a f f i c I Q A
O f f e r o r s h a l l :
" P r o v i d e d e s i g n m a n a g e m e n t s e r v i c e s t o r e v i e w E L C D e s i g n - B u i l d e r
s u b m i t t a l s , i n c l u d i n g d e s i g n p l a n s , i n v e s t i g a t i o n s , s t u d i e s , a n d r e p o r t s ,
r e q u i r e d b y t h e c o n t r a c t , f o r a c c e p t a b i l i t y a n d c o n f o r m a n c e t o c o n t r a c t
r e q u i r e m e n t s , C a l t r a n s s t a n d a r d s , a n d s t a k e h o l d e r a g e n c y s t a n d a r d s ;
a n d
" R e v i e w a n d r e s p o n d t o m a i n t e n a n c e o f t r a f f i c r e l a t e d i s s u e s a n d
a c t i v i t i e s a f t e r i s s u a n c e o f R F C p a c k a g e s .
E L C S c o p e o f W o r k
A - 1 0
2 8 1
B.6 Traffic Management System (TMS) IQA
Offeror shall:
• Review draft Traffic Management Plan (TMP) provided by others
and make recommendations on possible enhancements;
• Provide design management services to review ELC Design -Builder
submittals, including design plans, investigations, studies, and reports
required by the contract, for acceptability and conformance to contract
requirements, Caltrans standards, and stakeholder agency standards;
and
• Review and respond to TMS related issues and activities after
issuance of RFC packages.
B.7 Electrical & Lighting IQA
Offeror shall:
• Coordinate with Commission, Caltrans, and identify system needs;
• Provide design management services to review ELC Design -Builder
submittals, including design plans, investigations, studies, and reports
required by the contract, for acceptability and conformance to contract
requirements, Caltrans standards, and stakeholder agency standards;
and
• Review and respond to electrical & lighting related issues and activities
after issuance of RFC packages.
B.8 Landscape & Aesthetics IQA
Offeror shall:
• Provide design management services to review ELC Design -Builder
submittals, including design plans, investigations, studies, and reports
required by the contract, for acceptability and conformance to contract
requirements, Caltrans standards, and stakeholder agency standards;
and
• Review and respond to landscape & aesthetics related issues and
activities after issuance of RFC packages.
ELC Scope of Work
A-11
282
B.9 Environmental & Permits
Offeror shall provide environmental oversight, compliance, and coordination of ELC
Design -Builder's environmental obligations and commitments under the contract,
including Commission's obligations and requirements with resource agencies.
This includes:
• Incorporation of environmental requirements and approved mitigation
commitments and plans into the DB contract amendment and
preliminary RFP, preparation of necessary environmental permits,
preparation of necessary environmental mitigation or in -lieu fee
agreements for execution by the Commission;
• The following permits shall be updated to the level of completion
needed to support the delivery schedule:
o United States Army Corps of Engineers (USACE) 404 and
408 permits, and Out Grant Agreement;
o Regional Water Quality Control Board (RWQCB) 401
Certification; and
o California Department of Fish and Wildlife (CDFW) 1602
Streambed Alteration permit.
• Oversee ELC Design -Builder's requirements in meeting the
obligations and commitments in its preparation of materials and
documents to secure the final USACE 404 and 408 permits, and Out
Grant Agreement; RWQCB 401 certification; CDFW 1602 permit; and
RCFCWCD encroachment permit;
• Coordinate approval of the permits and agreements with each
resource agency, address any changes required of the ELC Design -
Builder by the agencies, and further the approval of the permits and
agreements;
• Analyze and assess environmental re -validation and re-evaluations
required due to Commission directed changes and implement
accordingly;
• Coordinate with Caltrans for review and comment on all environmental
activities, including agreements, permits, and exercises of re -validation
and re-evaluation;
• Oversee ELC Design -Builder's acquiring of all necessary
environmental permits affecting their construction activities, including
storm water permits;
• Schedule and coordinate meetings necessary to accomplish the
environmental requirements of Commission, including providing
ELC Scope of Work
A-12
283
agenda and meeting minutes and action items; and
• Oversee implementation of the approved mitigation monitoring plan
for compliance with Caltrans and regulatory agencies permit
requirements and the mitigation documented in the environmental
document.
B.10 Utility Coordination & Oversight
Offeror shall provide a ROW/Utility Team Leader who will be responsible for
coordinating the utilities affected by the ELC. To accommodates and facilitate
the design -build schedule, Offeror may be requested to undertake certain
relocation work if needed. Utility coordination activities include, but are not
limited, to the following:
• Identify utilities that may be impacted by the ELC;
• Meet with utility companies and other entities to determine their
requirements for relocation, protection, and abandonment of utilities
required to accommodate ELC and to establish any potential ROW
impacts for utility relocations;
• Coordinate all final utility agreements with private utility owners.
Monitor utility relocation work and meet regularly with Design- Builder,
utility agencies, Caltrans, Commission, and other stakeholder
agencies to coordinate utility relocation work;
• Coordinate all interaction and correspondences with utility owners
including but not limited to preparation of proper notices (i.e., Notice to
Owners), ELC Design -Builder submittals, notice to utility owners
required to commence their (utility owner) design, procurement, and
relocation activities, as necessary;
• Prepare Report of Investigation (ROI) as outlined in Section 13-05 of
Caltrans ROW Manual Chapter 13;
• Review and comment, as appropriate, on utility owner designs for
inclusion into ELC Design -Builder final design documents, and review
ELC Design -Builder's RFC documents for proper inclusion of the utility
owner designs;
• Confirm that the utility agency and ELC Design -Builder have all
necessary permits and ROW clearances to allow relocation work to
proceed;
• Oversee coordination between the ELC Design -Builder and utility
agencies' construction and relocation work, address any issues and
confirm identification, protection, adjustment, removal, or relocation of
the subject utility in compliance with State and Federal laws and
regulations, standards, and agreements; and
ELC Scope of Work
A-13
284
" O v e r s e e a n d c o o r d i n a t e t h e f i n a l d o c u m e n t a t i o n a n d c o m p l e t i o n o f
t h e u t i l i t y o w n e r r e l o c a t i o n w o r k , a n d r e v i e w a n d r e c o m m e n d f i n a l
p a y m e n t s a n d c l o s e o u t .
B . 1 1 R a i l r o a d C o o r d i n a t i o n
O f f e r o r s h a l l :
" C o o r d i n a t e w i t h t h e a p p l i c a b l e r a i l r o a d e n t i t y t o f a c i l i t a t e e x e c u t i o n o f
t h e n e c e s s a r y r a i l r o a d a g r e e m e n t s ;
" O v e r s e e a n d s u p p o r t C o m m i s s i o n ' s r e q u i r e m e n t s w i t h t e c h n i c a l
r e v i e w a n d p r o c e s s i n g f o r a p p r o v a l o f B u r l i n g t o n N o r t h e r n S a n t a F e
( B N S F ) C o n s t r u c t i o n a n d M a i n t e n a n c e A g r e e m e n t s b a s e d o n E L C
s c h e d u l e r e q u i r e m e n t s ;
" C o o r d i n a t e E L C D e s i g n - B u i l d e r a n d B N S F d e s i g n r e v i e w s . F a c i l i t a t e
r e c e i p t o f B N S F a p p r o v a l s o f E L C D e s i g n - B u i l d e r d e s i g n s ;
" O v e r s e e c o m p l i a n c e w i t h t h e p l a n s a n d s p e c i f i c a t i o n s b y t h e E L C
D e s i g n - B u i l d e r w i t h B N S F g u i d e l i n e s ;
" O v e r s e e a n d c o o r d i n a t e w i t h B N S F r e g a r d i n g a l l E L C w o r k a f f e c t i n g
B N S F o p e r a t i o n s a n d t h e a c t i v i t i e s o f t h e E L C D e s i g n - B u i l d e r ,
i n c l u d i n g c o m p l i a n c e w i t h B N S F r e q u i r e m e n t s f o r w o r k a r o u n d t h e i r
t r a c k a n d o p e r a t i o n s ;
" P r e p a r e a n d s u b m i t t h e C a l i f o r n i a P u b l i c U t i l i t i e s C o m m i s s i o n
( C P U C ) f o r m a l a n d s h o r t f o r m a p p l i c a t i o n s . M o n i t o r t h e C P U C
a p p r o v a l p r o c e s s ; a n d
" W o r k w i t h t h e E L C R O W p e r s o n n e l t o r e c e i v e a l l c o n s t r u c t i o n r i g h t -
o f - e n t r y d o c u m e n t s , i n c l u d i n g t e m p o r a r y c o n s t r u c t i o n a n d p e r m a n e n t
e a s e m e n t s .
B . 1 2 G e o t e c h n i c a l I Q A
O f f e r o r s h a l l :
" R e v i e w a n d e v a l u a t e E L C D e s i g n - B u i l d e r s u b m i t t e d d o c u m e n t s a n d
p r o v i d e t e c h n i c a l s e l e c t i o n r e c o m m e n d a t i o n s ;
" P r o v i d e d e s i g n m a n a g e m e n t s e r v i c e s t o r e v i e w E L C D e s i g n - B u i l d e r
s u b m i t t a l s , i n c l u d i n g d e s i g n p l a n s , i n v e s t i g a t i o n s , s t u d i e s , a n d r e p o r t s
r e q u i r e d b y t h e c o n t r a c t , f o r a c c e p t a b i l i t y a n d c o n f o r m a n c e t o c o n t r a c t
r e q u i r e m e n t s , C a l t r a n s s t a n d a r d s , a n d s t a k e h o l d e r a g e n c y s t a n d a r d s ;
a n d
E L C S c o p e o f W o r k
A - 1 4
2 8 5
" R e v i e w a n d r e s p o n d t o g e o t e c h n i c a l r e l a t e d i s s u e s a n d a c t i v i t i e s
a f t e r i s s u a n c e o f R F C p a c k a g e s .
B . 1 3 S u r v e y & R O W E n g i n e e r i n g
O f f e r o r s h a l l p r o v i d e s u r v e y i n g a n d m a p p i n g s e r v i c e s s u c h a s r e q u i r e m e n t s ,
a c q u i s i t i o n s , a n d R O W e n g i n e e r i n g s e r v i c e s a s n e e d e d i n s u p p o r t o f d e s i g n
d e v e l o p m e n t a n d Q u a l i t y A s s u r a n c e o f t h e D e s i g n B u i l d e r ' s c o n s t r u c t i o n s u r v e y
a n d t o c o m p l e t e p o s t - c o n s t r u c t i o n R e c o r d o f S u r v e y t a s k s i n c l u d i n g b u t n o t
l i m i t e d t o :
" R O W E n g i n e e r i n g O f f e r o r s h a l l p r o v i d e a p p r a i s a l m a p s ( R O W
M a p s ) i n c o n f o r m a n c e w i t h C a l t r a n s D i s t r i c t 8 g u i d e l i n e s a n d d r a f t i n g
s t a n d a r d s t o f a c i l i t a t e R O W a c q u i s i t i o n ; a n d
" F i e l d a n d o f f i c e s u r v e y s u p p o r t o n a n a s - n e e d e d b a s i s t o p r o v i d e
s u r v e y Q A c h e c k s .
B . 1 4 R O W S e r v i c e s
O f f e r o r s h a l l p r o v i d e a R O W / U t i l i t y T e a m L e a d e r w h o w i l l b e r e s p o n s i b l e f o r t h e
t e c h n i c a l a n d a d m i n i s t r a t i v e f u n c t i o n s r e q u i r e d t o d e l i v e r t h e r e q u i r e d R O W f o r
t h e E L C . R O W s e r v i c e s i n c l u d e b u t a r e n o t l i m i t e d t o a s s o c i a t e d w i t h i m p a c t s o f
s t r u c t u r e s i n B N S F r i g h t o f w a y , R i v e r s i d e F l o o d C o n t r o l D i s t r i c t , a n d s o u n d w a l l
2 1 9 8 :
" O v e r a l l c o o r d i n a t i o n a n d m a n a g e m e n t w i t h t h e C o m m i s s i o n ,
C a l t r a n s , F H W A a n d t h e E L C D e s i g n - B u i l d e r a n d a s s i s t w i t h t h e
d e v e l o p m e n t a n d i m p l e m e n t a t i o n o f t h e R O W p r o g r a m a s n e e d e d ;
" P r e p a r e R O W c o s t e s t i m a t e s ;
"
P r o v i d e a c q u i s i t i o n a n d n e g o t i a t i o n s s e r v i c e s r e q u i r e d f o r C o m m i s s i o n
t o a c q u i r e p r o p e r t y f o r t h e E L C i n a t i m e l y , e f f i c i e n t m a n n e r a n d a t a
r e a s o n a b l e c o s t i n c l u d i n g a p p r a i s a l a n d r e v i e w o f a p p r a i s a l s , a n d
n e c e s s a r y e n v i r o n m e n t a l i n v e s t i g a t i o n s a n d r e m e d i a t i o n ;
" O b t a i n t i t l e r e p o r t s a n d e s c r o w , u t i l i t y r e l o c a t i o n c o o r d i n a t i o n , a n d
" R O W c e r t i f i c a t i o n ;
"
A s s e s s a n y p r o p o s e d m o d i f i c a t i o n s o r c h a n g e s t o t h e R O W p r o p o s e d
b y t h e E L C D e s i g n - B u i l d e r a n d p r o v i d e i n v e s t i g a t i o n s a n d a n a l y s e s ,
p r o p o s e s o l u t i o n s , a n d m a k e r e c o m m e n d a t i o n s t o C o m m i s s i o n f o r
c o n s i d e r a t i o n a n d i m p l e m e n t a t i o n a s d i r e c t e d ;
E L C S c o p e o f W o r k
A - 1 5
2 8 6
" P r o v i d e R O W a c q u i s i t i o n a n d r e l o c a t i o n s e r v i c e s u n d e r c o m p l i a n c e
w i t h F e d e r a l , S t a t e , a n d L o c a l l a w s a n d r e g u l a t i o n s , a n d i n s u p p o r t o f
t h e E L C ' s s c h e d u l e a s n e e d e d ;
" P e r f o r m a l l n e c e s s a r y E L C c l o s e - o u t a c t i v i t i e s , i n c l u d i n g R O W
t r a n s f e r f r o m C o m m i s s i o n t o t h e v a r i o u s a g e n c i e s , a n d w o r k i n g
w i t h C o m m i s s i o n t o d e t e r m i n e t h e e x c e s s l a n d d i s p o s i t i o n p r o c e s s ;
" C o n t i n u e t o p r o v i d e t h e a p p r o p r i a t e p r o g r e s s / s t a t u s r e p o r t s , a n d
s c h e d u l e a n d a t t e n d m e e t i n g s , a s n e c e s s a r y , t o s u p p o r t t h e
a c q u i s i t i o n , r e l o c a t i o n , a n d c l o s e - o u t p r o c e s s e s , a n d c o o r d i n a t i o n w i t h
t h e E L C D e s i g n - B u i l d e r , a n d
" W o r k s h a l l b e p e r f o r m e d i n a c c o r d a n c e w i t h C a l t r a n s a n d
C o m m i s s i o n ' s R O W p o l i c i e s a n d p r o c e d u r e s a n d a p p l i c a b l e f e d e r a l ,
s t a t e , a n d l o c a l r e g u l a t i o n s .
C . T o l l i n g S e r v i c e s T A S K 3 0 0
C l . T o l l i n g S y s t e m G e n e r a l P l a n n i n g a n d O v e r s i g h t
O f f e r o r s h a l l :
" P r o v i d e m a n a g e m e n t a n d o v e r s i g h t o f t h e E L C t o l l i n g s e r v i c e s
i n c l u d i n g i d e n t i f y i n g a n d a l l o c a t i n g o f s t a f f t o o v e r s e e w o r k p e r f o r m e d
b y t h e D e s i g n - B u i l d e r , T o l l S e r v i c e s P r o v i d e r , p l a n n i n g a n d
s c h e d u l i n g o f t o l l s y s t e m a c t i v i t i e s , a n d o r g a n i z i n g a n d / o r p a r t i c i p a t i n g
i n m e e t i n g s ;
" P r o v i d e a n d s u p p o r t c o n t r a c t a d m i n i s t r a t i o n a c t i v i t i e s a s s o c i a t e d w i t h
t h e t o l l i n g s e r v i c e s , i n c l u d i n g s a f e t y a n d q u a l i t y c o m p l i a n c e , r e v i e w o f
p r o g r e s s a n d i n v o i c e a p p l i c a t i o n s , s u b m i t t a l s , a n d m o n t h l y r e p o r t s ;
" P r o v i d e c o o r d i n a t i o n b e t w e e n E L C D e s i g n - B u i l d e r , a n d T o l l S e r v i c e s
P r o v i d e r , a c t i v i t i e s t o e n s u r e p r o p e r c o o r d i n a t i o n a n d i n t e g r a t i o n w i t h
t h e p r o c u r e m e n t , d e s i g n , i n s t a l l a t i o n , r o a d s i d e c o n s t r u c t i o n , t e s t i n g ,
a n d s t a r t u p o f t h e t o l l s y s t e m s ;
" C o o r d i n a t e t o l l s y s t e m a n d o p e r a t i o n s p l a n n i n g a c t i v i t i e s w i t h
s t a k e h o l d e r a g e n c i e s a n d c o o r d i n a t e w i t h o t h e r E L C f u n c t i o n a l g r o u p s
o n t o l l s y s t e m d e s i g n , i n s t a l l a t i o n , a n d i n t e g r a t i o n m a t t e r s , i n c l u d i n g
t o l l s y s t e m t e s t i n g a n d a c c e p t a n c e ; a n d
" C o o r d i n a t e t h e r e v i e w o f d e s i g n , s u b m i t t a l s , d e s i g n p l a n s , a n d s h o p
d r a w i n g s b e t w e e n t h e E L C D e s i g n - B u i l d e r a n d , T o l l S e r v i c e s P r o v i d e r .
E L C S c o p e o f W o r k
A - 1 6
2 8 7
Toll System Planning
Support the Commission by analyzing, developing, and recommending strategies,
policies, procedures, business rules, customer account rules, management rules,
technical requirements, and toll facility concepts.
Provide analysis, evaluation of alternatives, make recommendations, and
document Commission decisions via white papers, procurement
documents, reports, or similar methods for the following issues and
other issues identified by the Commission:
o Use of variable pricing or dynamic pricing as the Commission's
congestion pricing strategy linking the SR-91 and 1-15 Facilities;
o Use of switchable transponders, self -declaration lanes, or other
alternatives to enforce carpool occupancy requirements;
o General approach to provide the necessary customer services
and the physical location of the customer service center;
o General approach to provide the necessary back office services and
integration with either the SR-91 or 1-15;
o Procurement of the toll services as an amendment to the any existing
contract, as a standalone contract, or other alternatives; and
o Tolling and pricing approach to allow integration of the dissimilar SR-
91 and 1-15 ELCs, as well minimaxing the need to modify the system
to accommodate future expansion of the express lane network within
Riverside County.
• Toll Policy, Violation Enforcement, and Business Rules
o Support the Commission and its Traffic and Revenue consultant in
creating, reviewing, and recommending a toll policy and the
associated procedures to change toll rates during operations to
maintain the desired level of service in the express lanes while
generating sufficient revenue to meet debt repayment, operation and
maintenance cost responsibilities, and other goals;
o Offeror to evaluate toll violation and collection procedures; and
o Offeror to evaluate, prepare, and recommend for approval operating
business rules, prepare account reconciliation policies and procedures
ELC Scope of Work
A-17
288
among stakeholder agencies, and assist Commission to develop
necessary general ledger requirements and entries.
• Toll System Design
o Develop and recommend design concepts, specifications, toll system
testing guidelines and procedures, and/or requirements to implement
electronic toll collection, CHP enforcement and customer service
patrol staging locations, back office, toll operations center, customer
service center, communications network, and enforcement systems;
and
o Incorporate approved design concepts, specifications, and/or
requirements into appropriate amendments to the existing DB and
TSP contract deliverables.
C3. Toll Operations and Maintenance Planning
• Performance Metrics
o Offeror shall evaluate and recommend any changes the
Commission's existing toll operations performance metrics. for
incorporation into any TSP Contract changes.
• Customer Service
o Offeror shall utilize the Commission's existing customer service
strategy by incorporating its ELC requirements and
recommendations into any TSP Contract changes.
• Fee Revenue Estimates and Cost Estimates
o Offeror shall prepare customer account fee revenue estimates
based on assumed toll policies, business rules, account types, and
marketing strategy. See the ELC Funding and Financing section;
o Offeror shall prepare a toll system replacement schedule and cost
estimates for the life of the facility (i.e. toll system life -cycle cost
estimate) to support the Commission's financial model and ELC
financing efforts. See the ELC Finding and Financing section; and
o Offeror shall prepare an Express Lane pavement and structure
rehabilitation strategy, schedule, and cost estimate for the life of the
facility to support the Commission's financial model and ELC
financing efforts.
ELC Scope of Work
A-18
289
" T o l l S y s t e m a n d R o a d w a y M a i n t e n a n c e
o O f f e r o r s h a l l r e v i e w a n d u p d a t e e x i s t i n g T S P p e r f o r m a n c e
r e q u i r e m e n t s f o r t h e r o u t i n e m a i n t e n a n c e o f t h e t o l l s y s t e m ( e . g .
c a m e r a s , t r a n s p o n d e r r e a d e r s , C h a n g e a b l e M e s s a g e S i g n s ( C M S ) ,
e t c . ) a n d r o a d w a y m a i n t e n a n c e ( r e g u l a r p a v e m e n t m a i n t e n a n c e ,
t r a s h r e m o v a l , d e l i n e a t o r r e p l a c e m e n t , e t c . ) . O f f e r o r t o i n c o r p o r a t e
r e q u i r e m e n t s i n t o t h e a n y T S P C o n t r a c t c h a n g e s .
" I n c i d e n t M a n a g e m e n t a n d D i s a s t e r R e c o v e r y
o R e v i e w a n d u p d a t e e x i s t i n g T S P p e r f o r m a n c e r e q u i r e m e n t s t o
a d d r e s s r o u t i n e r o a d s i d e i n c i d e n t m a n a g e m e n t a n d d i s a s t e r
r e c o v e r y . O f f e r o r t o i n c o r p o r a t e t h e s e p e r f o r m a n c e r e q u i r e m e n t s
i n t o a n y T S P C o n t r a c t c h a n g e s .
" O t h e r P e r f o r m a n c e R e q u i r e m e n t s f o r t h e F u t u r e T o l l O p e r a t o r
o D e v e l o p o t h e r T o l l O p e r a t o r p e r f o r m a n c e r e q u i r e m e n t s i n t h e a r e a s
o f p r o c u r e m e n t , c o n t r a c t m a n a g e m e n t , c o s t c o n t r o l s , t o l l r a t e / p o l i c y
c h a n g e s , f a c i l i t y s a f e t y , t r a i n i n g o f T o l l O p e r a t o r a n d C o m m i s s i o n
p e r s o n n e l , a n d o t h e r a r e a s i d e n t i f i e d m u t u a l l y w i t h C o m m i s s i o n .
O f f e r o r t o i n c o r p o r a t e t h e s e p e r f o r m a n c e r e q u i r e m e n t s i n t o a n y T S P
C o n t r a c t c h a n g e s .
C 4 . O v e r s i g h t , C o o r d i n a t i o n , a n d I Q A s
" G e n e r a l M a n a g e m e n t a n d C o o r d i n a t i o n A m o n g C o n t r a c t o r s
O f f e r o r s h a l l :
o P r o v i d e m a n a g e m e n t a n d o v e r s i g h t o f t h e E L C ' s t o l l i n g s e r v i c e s
i n c l u d i n g i d e n t i f y i n g a n d a l l o c a t i n g o f s t a f f t o o v e r s e e w o r k
p e r f o r m e d b y t h e E L C D e s i g n - B u i l d e r , T S P , p l a n n i n g a n d
s c h e d u l i n g o f t o l l s y s t e m a c t i v i t i e s , a n d o r g a n i z i n g a n d / o r
p a r t i c i p a t i n g i n m e e t i n g s ;
o P r o v i d e a n d s u p p o r t c o n t r a c t a d m i n i s t r a t i o n a c t i v i t i e s a s s o c i a t e d
w i t h t h e t o l l i n g s e r v i c e s , i n c l u d i n g s a f e t y a n d q u a l i t y c o m p l i a n c e ,
r e v i e w o f p r o g r e s s a n d i n v o i c e a p p l i c a t i o n s , s u b m i t t a l s , a n d m o n t h l y
r e p o r t s ;
o P r o v i d e c o o r d i n a t i o n b e t w e e n E L C D e s i g n - B u i l d e r a n d T S P
a c t i v i t i e s t o e n s u r e p r o p e r c o o r d i n a t i o n a n d i n t e g r a t i o n w i t h t h e
E L C S c o p e o f W o r k
A - 1 9
2 9 0
procurement, design, installation, roadside construction, testing,
and startup of the toll systems;
o Coordinate toll system and operations planning activities with
stakeholder agencies and coordinate with other ELC functional
groups on toll system design, installation, and integration matters,
including toll system testing and acceptance; and
o Coordinate the review of designs, submittals, design plans, and
shop drawings between the ELC Design -Builder, Systems
Integrator, and Toll Operator.
• ELC Design -Builder's Toll System Infrastructure
Offeror shall:
o Review and provide comments to ELC Design -Builder's design,
design plans, submittals, and shop drawings of the toll system
infrastructure work, including communications and power conduit
duct banks, vaults and roadside equipment cabinet installations,
gantries, CMS and camera pole installation, toll utility
buildings, emergency backup generators, and integration of the
ELC Design -Builder requirements with the requirements of TSP;
o Review ELC Design -Builder's toll facility -related deliverables and
provide technical selection recommendations as necessary; and
o Provide construction oversight of the Design —Builder's toll
infrastructure work, including power and communications conduit
duct banks, gantries, CMS and camera pole installation, toll utility
buildings, and emergency backup generators; document
compliance with the contract requirements; and obtain signoff and
acceptance by Commission and TSP.
• Toll System Provider
Offeror shall:
o Manage and oversee adherence to the contract requirements,
including compliance with the safety plan and the TSP design of
roadside toll equipment, communications equipment, power
equipment, cameras, CMS signage, and toll operations and
customer service center facility layout plans;
o Review and provide comments to the TSP's design, design plans,
submittals, and shop drawings of the toll system;
ELC Scope of Work
A-20
291
o Oversee the installation of the tolling equipment, including roadside
tolling equipment, communications and power, express lane
cameras, CMS signage, traffic operations, and data center build
out, document compliance with the contract requirements, and
obtain signoff and acceptance by Commission and other
stakeholder agencies, as required;
o Review testing and startup plans, provide oversight of the systems
testing and startup in compliance with the contract, and obtain
testing and acceptance signoffs by Commission and other
stakeholder agencies;
o Review deliverables and provide technical recommendations as
necessary;
o Obtain manufacturer warranties, as -built drawings, training
materials, and other manuals required under the contract;
o Oversee early toll operation activities to support the training and
startup of the ELC, including operational and start-up manual
reviews;
o Coordinate toll activities and start-up toll facility operations with the
remaining construction activities of the ELC Design -Builder;
o Review training manuals, coordinate training session participation,
and review attendance and training completed by the training
participants; and
o Perform contract management and administration including
identifying potential SOW changes, development of Independent
Cost Estimates for any scope changes, review of submitted contract
change orders (CCO), performing required analyses, coordinating
potential and implemented changes, as necessary, with other
contracts, and maintain full documentation of all potential and actual
changes.
C5. State Route 91 Express Lanes - Roadside Equipment Upgrade
Offeror shall:
o Develop contract amendments to the existing TSP contract to
upgrade the existing the roadside equipment on the State Route 91
Express Lanes including the development of a Scope of Work and
Independent Cost Estimate for the contract amendment;
ELC Scope of Work
A-21
292
o Oversee relocation of two SR-91 Toll Points;
o Oversee the TSP though design, installation and testing until
Revenue Commencement. This task will include management of all
activities specified in Technical Provisions and the SOW including:
review of the design and installation drawings, installation oversight,
and oversight of the site commission and operations tests; and
o Oversee the Final System Acceptance Test and the first annual
Renewal Test; review of system operations, coordination with the
TSP maintenance supervisor and technicians to make sure that
identified problems are resolved and monitor any roadway
maintenance activities that may impact the system, and review
monthly K PI.
D. ELC Funding and Financing — TASK 400
Offeror shall assist and support the Commission and its consultants in reviewing
and updating the existing 1-15 and SR-91 ELC financing. These services include:
• In coordination with the Commission, traffic and revenue consultants,
other engineering consultants, financial advisors, and legal advisors,
participate in finalizing the impact to the existing ELC financial
structure;
• Prepare updates of the ELC program capital cost and operating cost
estimates. Prepare updates of the toll customer account fee
revenue estimate and "non -toll transaction" revenue estimate based
on assumed toll policies and business rules. Prepare toll system
replacement schedule cost estimates. These estimates of costs and
revenues support the Commission's financial model; and
• Prepare or assist in the preparation of various technical supporting
documents or reports related to ELC funding and financing, that are
required by the TIFIA office, FHWA, Caltrans, investors, and others.
Such reports may include the FP and construction progress reports.
E. Contract Management and Procurement Services — TASK 500
Provide contract management to monitor performance by the ELC Design -Builder and
Toll Services Provider, to the requirements of their respective contracts. This includes
Disadvantage Business Enterprise (DBE) subcontracting performance, labor
compliance, administration of change management processes, and claims support on
ELC Scope of Work
A-22
293
behalf of Commission. Define, prepare, and administer all contract changes including
change orders, directive letters for the ELC Design -Builder and the Toll Services
Provider contracts.
Contract management and procurement services include:
E.1 Contract Management
• Incorporate ELC changes into the existing ELP contract
documents. This includes identification and allocation of staffing
resources to accomplish specific contract administration tasks;
integration and coordination with the functional groups on contract
matters; and attendance at meetings to coordinate contract
management -related activities and deliverables with the Design -
Builder and Toll Services Provider, and stakeholder entities
associated with the ELC. Identify contract compliance issues for
the ELC Design -Builder and Toll Services Provider contracts,
provide analyses, and make recommendations to resolve issues
for Commission approval;
• Coordinate and manage additional Commission contracts in
connection with environmental mitigation and other contracts
related to the ELC development and operations and
maintenance;
• Coordinate and manage contract compliance between
Commission and Offeror, providing communications and
correspondence in addressing clarifications and amendments.
Monitor compliance with Federal, State, and Local agency
requirements including:
o Provide regular updates to audited overhead rates as requested
by Commission, including those of Offeror and Offeror's
Subconsultants; and
o Demonstrate compliance with Offeror's contract commercial
requirements, including invoicing content and format,
allowable compensation, schedule adherence, insurance
coverage requirements, etc. through submitted
documentation.
• Schedule, coordinate, and attend meetings to support ELC- related
contract administration activities, including, where
appropriate, providing agenda, meeting minutes, and action item
listings.
ELC Scope of Work
A-23
294
E.2 Contract Administration
• Process ELC Design -Builder and Toll Services Provider,
correspondence under the ELC requirements in a timely manner to
support Commission and stakeholder agency approvals;
• Review ELC Design -Builder and Toll Services Provider, payment
applications, for compliance to contract commercial requirements.
Identify areas of concern and resolve with Design- Builder, Toll
Services Provider, and Commission;
• Identify the amount of the final payment due to ELC Design -Builder
and the Toll Services Provider, and assist Commission with processing
any final contract changes and the resolution of any claims. Obtain
evidence of certification of all lien releases, transfer of title to
appropriate agencies, and certification of delivery of final record
drawings to Caltrans where appropriate. Secure and transmit to
Commission all required turn -over items, including, but not limited to,
guarantees, affidavits, releases, bonds, waivers, keys, manuals, and
maintenance stock;
• Prepare the final documentation to release all liens and recommend
final payment and release of bonds and retention;
• Provide the systems and tools to provide documentation and tracking
of ELC Design -Builder and the Toll Services Provider, and Offeror's
contract compliance;
• Prepare and issue Commission -directed CCOs in compliance with
the ELC Design -Builder and Toll Services Provider respective
contract requirements. Negotiate final contract amendment terms with
the ELC Design -Builder and, Toll Services Provider, and assist the
Commission in obtaining any necessary external approvals;
• Review and analyze contractor -initiated CCOs by ELC Design -
Builder and Toll Services Provider. Negotiate amendment terms and
conditions for approval by Commission and other stakeholder
agencies, including Caltrans and FHWA;
• Perform regular review and documentation of ELC Design -Builder and
Toll Services Provider, communications for changes and claims, and
report to Commission with recommendations and actions; and
• Provide reporting tools and CCO logs to properly track and monitor
change notices, CCOs, and claims to identify trends and measure cost
and schedule impacts; and
• Any other contract related functions necessary for contract
administration.
ELC Scope of Work
A-24
295
E.3 Procurement Services
• General
Under Commission direction, provide broad procurement support
for the Design -Builder, Systems Integrator, Toll Operator,
environmental mitigation work, and other contracts necessary to
develop, design, build, operate, and maintain the Project. Offeror shall
participate in the development of procurement strategy, assist in the
development of solicitations by preparing SOWs and technical
documents, review and provide input on procurement documents to
the Commission and Commission's legal counsel, and coordinate
with the Commission's Project Team, consisting of the Commission,
Commission's legal counsel, legal advisors, financial advisors,
insurance advisors, other consultants, and Caltrans.
• Offeror shall review and understand Commission policies, procedures,
and legal requirements related to its procurements;
• Offeror shall coordinate with the Commission's ELC Team to:
o Support, through either direct input or review and comment
ondocuments as appropriate, the preparation by
Commission's legal counsel of procurement documents
including Requests for Qualifications (RFQs), RFPs,
contracts, evaluation criteria, evaluation manuals, and
certain procurement correspondence;
o Maintain adequate practices and procedures to ensure strict
adherence to confidentiality agreements by all members of the
procurement team, including measures to ensure the security of
all procurement -related documents;
o Develop a detailed work plan for the Project Team's timely
development, review of and collaboration on procurement
documents;
o Plan and organize weekly Project Team calls during the
development of design -build procurement documents and
procurement period;
o Maintain a complete and accurate official procurement file,
including electronic and hard copies;
o o Track, review, and coordinate with the Project Team in the
development of responses to questions received from proposers.
Assist in the development of addenda to procurement
documents;
ELC Scope of Work
A-25
296
o Assist Commission with the evaluation of Statements of
Qualifications (SOQ), Proposals (including technical
proposals and concepts, price/cost proposals, and
schedules), potential conflicts of interest, conformance with
procurement submittal requirements (including insurance,
proposal and payment and performance security, and business
structure), and other deliverables, including preparation of
technical analysis and reports;
o Assist in contract negotiations and the award process following
selection; and
o Participate and help conduct advance industry review
meetings and processes (if applicable) and post-shortlisting and
selection debriefing meetings; and assist Commission with any
protests.
• Offeror, under Commission's direction, shall be directly responsible
to:
o Work with the ELC Team to present/Identify alternatives,
analyze, and make recommendations to the Commission to best
accomplish the necessary planning, development, design,
procurement, construction, installation, testing, operation, and
maintenance of the ELC;
o Review and Prepare revisions to the existing Design -Build and
Toll Services Provider contract documents to facilitate the
execution of a contract amendment. This work would include,
but not limited to, insurance provisions, performance security,
contract interface provisions, and the technical provisions;
o Incorporate lessons learned from recent Commission
procurements and ELCs and other relevant ELCs involving
design -build, system integration, and operations and
maintenance;
o Incorporate strategies, action plans, performance criteria, and
other requirements from the Commission's current toll program
organization effort in the areas of risk management,
performance metrics, asset management, customer service,
communication, and marketing;
o Prepare necessary technical documents including plans,
exhibits, maps, cost estimates, etc. for these same
procurements;
ELC Scope of Work
A-26
297
o Plan and prepare various procurement schedules to meet
overall ELC development and operations and maintenance
schedule goals;
o Plan and coordinate any necessary review of contract
amendment documents with Caltrans, FHWA and local
agencies;
o Help identify, accumulate, review, index and catalogue relevant
reference documents for the contract amendments; and
o Prepare certain correspondence, documentation, and
presentations for Commission approval related to contract
amendments; and
E.4 Labor Compliance and Disadvantaged Business Enterprise (DBE)
This effort may change due to project funding source.
Offeror shall support the preparation of the ELC contract specifications containing
appropriate and current language concerning State prevailing wage requirements,
Federal Davis -Bacon Act requirements and apprentice requirements, and provisions to
be included in the ELC Design -Builder and Toll Services Provider, and other contracts,
as applicable. Services include responding to contractor comments and providing
technical assistance on all labor compliance requirements, as necessary. Labor
compliance shall include:
• Development of a "Federal On -the -Job Training (OJT) Participation"
goal, as necessary, and ensure that all required OJT provisions, labor
compliance forms, and applicable Federal prevailing wage
determinations are included in the applicable contracts;
• Develop processes and procedures for labor compliance functions in
accordance with State and Federal requirements and the Caltrans
LAPM;
• Develop planned labor compliance activities as part of the PMP,
including roles and responsibilities;
• Determine and update the Federal general wage determinations, as
necessary, based on wage rate amendments and the Federal "10- Day
rule" found under 29 CFR Section 1.6(c) (3);
• Determine applicable State prevailing wage rate determinations
applicable to the ELC based on the ELC's bid advertise date;
• Prepare a pre -bid meeting checklist designed to facilitate review of all
labor compliance requirements including applicable prevailing wage
requirements and potential proposers;
ELC Scope of Work
A-27
298
" S u p p o r t t h e C o m m i s s i o n i n i t s c o m p l i a n c e w i t h C a l i f o r n i a ' s D e p a r t m e n t
o f I n d u s t r i a l R e l a t i o n s ( D I R ) r e q u i r e m e n t s f o r l a b o r c o m p l i a n c e ,
i n c l u d i n g :
o P r o v i d e t e c h n i c a l g u i d a n c e a n d c o o r d i n a t e w i t h C o m m i s s i o n t o
e s t a b l i s h t h e a p p r o p r i a t e r e p o r t i n g r e q u i r e m e n t s a n d
i n f o r m a t i o n n e c e s s a r y f o r t h e D I R t o p e r f o r m l a b o r c o m p l i a n c e
o n t h e E L C ;
o P r o v i d e p e r i o d i c a u d i t s o f E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s
P r o v i d e r , a n d o t h e r c o n t r a c t o r ' s c o m p l i a n c e t o D I R
r e q u i r e m e n t s a n d i n f o r m a t i o n n e e d e d f o r l a b o r c o m p l i a n c e
m o n i t o r i n g ;
o S u p p o r t C o m m i s s i o n w i t h c o o r d i n a t i n g w i t h D I R , a s n e c e s s a r y ,
o n i t s p e r f o r m a n c e o f E L C r e v i e w a u d i t s a n d s i t e i n t e r v i e w s ; a n d
o P e r i o d i c a l l y r e v i e w w i t h C o m m i s s i o n i t s c o m p l i a n c e t o S t a t e
a n d F e d e r a l r e q u i r e m e n t s f o r l a b o r c o m p l i a n c e .
" O b s e r v e a n d m o n i t o r E L C D e s i g n - B u i l d e r a n d , T o l l S e r v i c e s P r o v i d e r ,
a n d o t h e r c o n t r a c t o r s l a b o r r e l a t i o n s w i t h l a b o r o r g a n i z a t i o n s o n b e h a l f
o f C o m m i s s i o n , p e r i o d i c a l l y r e v i e w l a b o r p r a c t i c e s o n t h e E L C , a n d
d i s c u s s l a b o r i s s u e s w i t h t h e E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s
P r o v i d e r , a n d o t h e r c o n t r a c t o r s , a s a p p r o p r i a t e , t o m i t i g a t e p o t e n t i a l f o r
d e l a y s t o E L C c o m p l e t i o n . M a k e r e c o m m e n d a t i o n s , a s a p p r o p r i a t e ,
o n r e s o l u t i o n o f l a b o r i s s u e s t o C o m m i s s i o n ;
" M o n i t o r E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r , a n d o t h e r
c o n t r a c t o r s f o r c o m p l i a n c e t o l a b o r c o d e r e q u i r e m e n t s a n d p r o v i s i o n s
f o r l a b o r h a r m o n y o n t h e E L C ;
D i s a d v a n t a g e d B u s i n e s s E n t e r p r i s e ( D B E ) S e r v i c e s :
" A s s i s t C o m m i s s i o n i n t h e d e v e l o p m e n t o f t h e D B E G o a l a s r e q u i r e d
u n d e r 4 9 C F R P a r t 2 6 . W o r k w i t h C a l t r a n s t o g a r n e r a p p r o v a l o f t h e
D B E c o n t r a c t g o a l s .
" R e v i e w a n d u p d a t e t h e D B E C o n t r a c t o r P e r f o r m a n c e P l a n
r e q u i r e m e n t f o r i n c l u s i o n i n t h e a p p l i c a b l e c o n t r a c t a m e n d m e n t s ;
" R e v i e w c o n t r a c t - s p e c i f i c D B E g o a l s f o r a p p l i c a b l e c h a n g e
a m e n d m e n t s i n a c c o r d a n c e w i t h C a l t r a n s r a c e - c o n s c i o u s
d i r e c t i v e s ;
" P a r t i c i p a t e i n w o r k g r o u p m e e t i n g s r e l a t i v e t o t h e d e v e l o p m e n t a n d
f i n a l i z a t i o n o f a l l a p p l i c a b l e D B E s o l i c i t a t i o n s a n d c o n t r a c t u a l
p r o v i s i o n s ;
E L C S c o p e o f W o r k
A - 2 8
2 9 9
" C o n f i r m c o n t r a c t o r - c l a i m e d D B E p a r t i c i p a t i o n c r e d i t i n g i n c o n f o r m a n c e
w i t h 4 9 C F R P a r t 2 6 a n d C a l t r a n s d i r e c t i v e s , i n c l u d i n g C o m m e r c i a l l y
U s e f u l F u n c t i o n ( C U F ) p r o v i s i o n s ;
" C o n d u c t G o o d F a i t h E f f o r t s r e v i e w s o f p r o p o s e r s f o r c o m p l i a n c e
w i t h a l l D B E c o n t r a c t - s p e c i f i c g o a l r e q u i r e m e n t s , a s n e c e s s a r y , t o
d e t e r m i n e r e s p o n s i v e n e s s t o a p p l i c a b l e r e q u i r e m e n t s ;
" R e v i e w E L C D e s i g n - B u i l d e r a n d , T o l l S e r v i c e s P r o v i d e r , a n d o t h e r
a p p l i c a b l e c o n t r a c t o r s ' D B E r e p o r t s f o r a c c u r a c y a n d c o o r d i n a t e w i t h
c o n t r a c t o r s t o r e c o n c i l e d i s c r e p a n c i e s ; a n d
" P r o v i d e o v e r s i g h t o f D B E a n d l a b o r c o m p l i a n c e a c t i v i t i e s o f t h e
E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r a n d o t h e r a p p l i c a b l e
c o n t r a c t o r s a n d g e n e r a l s u p p o r t t o t h e C o m m i s s i o n , i n c l u d i n g
c o m p l i a n c e b y t h e c o n t r a c t o r w i t h t h e i r D B E P e r f o r m a n c e P l a n , a n d
F e d e r a l , S t a t e , a n d L o c a l r e q u i r e m e n t s f o r p r e v a i l i n g w a g e s a n d
D a v i s - B a c o n A c t r e q u i r e m e n t s .
F . E L C C o n t r o l s T A S K 6 0 0
P r o v i d e m a n a g e m e n t , a d m i n i s t r a t i o n , a n d o v e r s i g h t s e r v i c e s r e l a t e d t o t h e c o s t ,
s c h e d u l i n g , e s t i m a t i n g , a n d d o c u m e n t m a n a g e m e n t r e q u i r e m e n t s f o r O f f e r o r ' s c o n t r a c t ,
a n d t h e c o n t r a c t b e t w e e n t h e C o m m i s s i o n a n d t h e E L C D e s i g n - B u i l d e r a n d , T o l l
S e r v i c e s P r o v i d e r , i n c l u d i n g t h e n e c e s s a r y p l a n s , p r o c e d u r e s , t o o l s , p r o c e s s e s , a n d
t a s k s f o r o n g o i n g p l a n n i n g , b u d g e t i n g , a n d c o n t r o l o f t h e E L C . T h e s p e c i f i c E L C c o n t r o l s
a c t i v i t i e s p l a n n e d i n c l u d e t h e f o l l o w i n g :
F . 1 E L C C o n t r o l s M a n a g e m e n t
" P r o v i d e r e v i e w a n d m a n a g e m e n t o f t h e b u d g e t , c o s t e n g i n e e r i n g ,
s c h e d u l i n g , e s t i m a t i n g , a n d d o c u m e n t c o n t r o l s p r o c e s s e s a n d
p r o c e d u r e s . R e v i e w t h e m o n t h l y i n v o i c e s f o r t h e E L C D e s i g n - B u i l d e r
a n d , T o l l S e r v i c e s P r o v i d e r
" D e v e l o p a n d m a i n t a i n a n W o r k B r e a k d o w n S t r u c t u r e ( W B S ) c o s t
s t r u c t u r e t o s e g r e g a t e a l l c o s t s a s s o c i a t e d w i t h t h e E L C a n d E L P
E L C s ;
" P r o v i d e m o n t h l y t r e n d r e g i s t e r s , c o s t , a n d s c h e d u l e r e p o r t s o n E L C
p e r f o r m a n c e , b o t h s e p a r a t e a n d i n c o n j u n c t i o n w i t h , t h e E L C D e s i g n -
B u i l d e r a n d , T o l l S e r v i c e s P r o v i d e r , r e p o r t i n g r e q u i r e m e n t s . R e p o r t i n g
w i l l b e p r o v i d e d i n a n a g r e e d u p o n f o r m a t o n a c t i v i t i e s w i t h s t a k e h o l d e r
a n d t h i r d - p a r t y a g e n c i e s . P r o v i d e a n y o t h e r n e c e s s a r y d o c u m e n t a t i o n
d e e m e d r e q u i r e d t o s u p p o r t E L C p e r f o r m a n c e m o n i t o r i n g ;
" U p d a t e a n d d o c u m e n t c h a n g e s i n t h e E L C p r o c e s s e s a n d p r o c e d u r e s
a s p r o v i d e d f o r i n t h e P M P a n d s u b m i t , a s n e c e s s a r y , f o r r e v i e w s
a n d a p p r o v a l s b y C o m m i s s i o n , C a l t r a n s , a n d F H W A ;
E L C S c o p e o f W o r k
A - 2 9
3 0 0
" P e r f o r m p e r i o d i c r e v i e w s a n d a n a l y s e s o f t h e E L C D e s i g n - B u i l d e r , a n d
T o l l S e r v i c e s P r o v i d e r , c o s t p e r f o r m a n c e , a s a p p r o p r i a t e , t o d e t e r m i n e
t r e n d s t h a t m a y r e s u l t i n p o t e n t i a l c l a i m s i t u a t i o n s , a n d d o c u m e n t
s u c h a n a l y s e s a n d m o n i t o r t r e n d s ; a n d
" M o n i t o r a n d r e p o r t , a s n e c e s s a r y , C o m m i s s i o n p r o g r a m c o s t s t h a t
a r e e x t e r n a l t o P C M c o n t r a c t . T h i s w i l l i n c l u d e c o s t s a s s o c i a t e d
w i t h t h e E L C t h a t a r e i n c u r r e d t h r o u g h o t h e r a g r e e m e n t s , i n
a c c o r d a n c e w i t h S t a t e , F e d e r a l , o r L o c a l r e q u i r e m e n t s , o r a s o t h e r w i s e
d e f i n e d u n d e r t h e P C M c o n t r a c t .
F . 2 C o s t C o n t r o l s
" P r e p a r e m o n t h l y i n v o i c e s f o r w i t h a d e q u a t e b u d g e t a l l o c a t i o n f o r a c t u a l
c o s t s i n c u r r e d ; c h e c k f o r c o m p l i a n c e t o c o n t r a c t c o m p e n s a t i o n
r e q u i r e m e n t s ; m o n i t o r c h a r g e s t o e s t a b l i s h e d W B S c o d e s t o s u p p o r t
c o s t c o n t r o l a n d r e p o r t i n g ; v e r i f y a p p r o p r i a t e n e s s o f c h a r g e s ; a n d
r e s p o n d t o C o m m i s s i o n q u e s t i o n s o r c o m m e n t s o n i n v o i c i n g . D e v e l o p
a n i n v o i c e s t r u c t u r e t o b e a p p r o v e d b y t h e C o m m i s s i o n t h a t f u l l y
s e g r e g a t e s a l l t h e c o s t s b e t w e e n t h e E L C a n d E L P E L C s ;
" D e v e l o p b u d g e t i n g f o r w o r k t a s k s f o r O f f e r o r a c t i v i t i e s ; a s s i g n t a s k s
a g a i n s t t h e W B S ; m o n i t o r l a b o r c h a r g e s a n d e x p e n s e s f o r v a l i d i t y a n d
p r o p e r c o d i n g ; a n d p r o v i d e p r o g r e s s a n d r e p o r t i n g s u p p o r t f o r i n t e r n a l
m a n a g e m e n t a n d c l i e n t n e e d s ;
" R e v i e w m o n t h l y i n v o i c e s / p r o g r e s s p a y m e n t s s u b m i t t e d b y t h e E L C
D e s i g n - B u i l d e r a n d , T o l l S e r v i c e s P r o v i d e r , a s t o c o m p l i a n c e w i t h
c o n t r a c t r e q u i r e m e n t s a n d p r o g r e s s a c h i e v e d o n t h e E L C ; a n d
" C o o r d i n a t e d e v e l o p m e n t o f r e p o r t s r e l a t e d t o C o m m i s s i o n p r o g r a m
c o s t s t h a t a r e e x t e r n a l a n d i n t e r n a l t o t h e P C M c o n t r a c t . C o o r d i n a t e
w i t h E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r , t o d e v e l o p
a d d i t i o n a l r e p o r t s , a s n e c e s s a r y .
F . 3 S c h e d u l i n g
" I n c o r p o r a t e t h e E L C i n t o t h e e x i s t i n g o v e r a l l E L C s c h e d u l e a n d
c o o r d i n a t e w i t h E L C d i s c i p l i n e s , i n c l u d i n g R O W , t o s c h e d u l e u p d a t e s
a n d p r o v i d e m o n t h l y r e p o r t i n g t o C o m m i s s i o n . I n c l u d e i d e n t i f i c a t i o n
a n d a n a l y s i s o f r e s o u r c e c o n s t r a i n t s a n d r e q u i r e m e n t s , a s
a p p r o p r i a t e , a n d a n y c o n s t r a i n t s t o c o s t s a n d c a s h f l o w ;
" P r o v i d e s c h e d u l e a n a l y s e s , a s r e q u i r e d , t o a d d r e s s s c h e d u l e i s s u e s
a n d c o n c e r n s r e s u l t i n g f r o m E L C a c t i v i t i e s , e i t h e r o f C a l t r a n s ,
C o m m i s s i o n , a n d / o r O f f e r o r , o r o f t h e E L C D e s i g n - B u i l d e r , a n d T o l l
S e r v i c e s P r o v i d e r . I n a d d r e s s i n g i s s u e s , d e t e r m i n e a n d r e c o m m e n d
r e c o v e r y a c t i o n s , i n c l u d i n g r e s o u r c e a n d c a s h f l o w r e q u i r e m e n t s ;
" R e v i e w t h e E L C D e s i g n - B u i l d e r a n d T o l l S e r v i c e s P r o v i d e r , d e s i g n
E L C S c o p e o f W o r k
A - 3 0
3 0 1
and construction schedule to monitor compliance with their contracts,
and incorporate their schedules into the master program schedule.
Provide analysis and document all schedule changes and their
impacts to the baseline schedule, and request and analyze
recommendations of ELC Design -Builder and Toll Services Provider,
recovery plans;
• Participate in weekly ELC Design -Builder and Toll Services Provider,
scheduling meetings to coordinate respective schedules, identify areas
of schedule concern, monitor schedule performance, and track
schedule alignment of weekly schedules to ELC schedules;
• Schedule, coordinate, and attend meetings, as necessary, to support
ELC schedule activities, including preparation of agendas, meeting
minutes, and action items; and
• Provide monthly schedule reports on ELC performance, both separate
and in conjunction with, ELC Design -Builder, Toll Services Provider,
reporting requirements. Provide any other necessary supports
deemed required to support ELC performance monitoring.
F.4 Cost Estimating
• Offeror shall develop ELC cost estimates and provide contract
amendment negotiations with the ELC Design -Builder and Toll
Systems Provider
• Provide review and analyses of potential CCOs submitted by the
ELC Design -Builder and, Toll Services Provider, including presentation
of cost and schedule impacts, solutions to mitigate impacts and
recommendations to Commission and other stakeholder agencies for
approval; and
• Provide estimating support, as necessary, to review and analyze
ELC Design -Builder, Toll Services Provider, changes and value
engineering proposals. Provide recommendations to Commission.
F.5 Document Controls Management
• Provide and maintain a Commission -Offeror document collaboration
portal for all ELC communications;
• Hard copies will be maintained and turned over to RCTC at the close
of the project;
• Provide document management and control of all ELC Design -
Builder and, Toll Services Provider, and other contractor submittals
and correspondence. Integrate the ELC Design -Builder and
Commission document management procedures and tools in
ELC Scope of Work
A-31
302
support of transmittal, submittal processing, and approval
requirements. This activity will include all ELC documentation for
design reviews, Requests for Information (RFIs), and all other
submittals. Maintain the tools, filing, storage, and retention of ELC
documentation.
• Prepare final ELC accounting and closeout reports of all reporting and
document control systems. Organize all pertinent data, purge all files,
and send to document control;
G. Construction Management — TASK 700
Provide Construction Management services for construction quality oversight and
compliance to contract requirements by the ELC Design -Builder and Toll Services
Provider, in accordance with AB 401, and in coordination with Caltrans IQA and
construction inspection services. These services include:
G.1 Construction Management
• Organize, schedule and conduct a pre -construction conference that
includes all agencies, utilities, ELC Design -Builder and Toll Services
Provider that will be participating in the ELC and other impacted ELCs
within the limits of the ELC. Provide all meeting support services such
as meeting notice and meeting minutes;
• Provide and implement a construction management staffing plan
that integrates with Caltrans' role, responsibilities, and staffing for
the ELC and provides the necessary resources and capabilities to
oversee and monitor the quality of construction by the Design -
Builder and Toll Services Provider;
• Monitor the ELC Design -Builder and Toll Services Provider overall
planning of construction activities to identify critical milestones and
priorities, and to determine budget estimates and staffing
requirements for the defined scope and schedule;
• Support preparation of the monthly report of construction activity
and progress that relates to ELC Design -Builder and Toll Services
Provider progress and compliance to contract requirements;
• Field monitor ELC Design -Builder and Toll Services Provider
construction activities and compliance to their safety plan. Note
concerns or deficiencies immediately to ELC Design -Builder or Toll
Services Provider for their implementation of corrective measures;
• Develop/implement a field issue resolution program, including issue
identification and resolution by the ELC Design -Builder, Toll
ELC Scope of Work
A-32
303
Services Provider, or appropriate agencies;
• Observe and identify all potential changes in SOW based on ELC
Design -Builder and Toll Services Provider activities, review all CCOs
submitted, and perform required analyses and recommendations to
Commission for disposition;
• Review work status and recommend to Commission when the ELC is
substantially complete. Prepare a summary of the status of the work
of ELC Design -Builder and Toll Services Provider and a "punch list" of
any incomplete work or work that does not conform to the contract
documents. Coordinate and assist Caltrans in conducting final
inspections and oversee completion of all work. Recommend relief
of maintenance to ELC Design -Builder and Toll Services Provider for
all or portions of the ELC; and
• Certify the amount of the final payment due to ELC Design -Builder
and Toll Services Provider and assist Commission with the processing
of any final contract changes and the resolution of any claims. Obtain
evidence of certification of all lien releases, transfer of title to
appropriate agencies, and certification of delivery of final record
drawings to Caltrans. Secure and transmit to Commission all required
turn -over items, including, but not limited to, guarantees, warranties,
affidavits, releases, bonds, waivers, keys, manuals, and maintenance
stock.
G.2 Construction Services & Administration
• Support the Construction Management and Resident Engineer ELC
Design -Builder and Toll Services Provider Oversight teams with
administrative support services. Complete a variety of routine and non -
routine tasks and ELCs in accordance with the ELC procedures, or as
directed. Manage document control for the Construction Management
team;
• Support the Construction Management and Resident Engineer ELC
Design -Builder and Toll Services Provider Oversight teams as the
primary liaison between other ELC departments and construction
management, ensuring timely and accurate distribution of information
and materials;
• Support the Construction Management and Resident Engineer ELC
Design -Builder and Toll Services Provider Systems Integrator
Oversight teams in researching and compiling statistical information
and related data and produce special or recurring reports and complete
special ELCs as assigned. May maintain and monitor the operating
budget as directed;
• Establish and maintain document archiving and retrieval systems,
ELC Scope of Work
A-33
304
prioritizing the flow of ELC reports/correspondence, and ensuring
timeliness in the handling, processing, and resolution of requests,
requirements, or problems;
• Establish and maintain follow-up files and confidential files for
Construction Management team;
• Make recommendations for additions or revisions to existing ELC
practices and policies. Serve as focal point for gathering newly
published policies and the dissemination of materials;
• Maintain the Construction Management team meetings calendar.
Assist Construction Management team in coordinating ELC
meetings; and
• Manage ELC vehicle fleet, maintaining monthly inspection,
maintenance and fueling records.
G.3 Roadway Construction Oversight
• Monitor the overall planning of construction activities to identify critical
milestones and priorities. Determine budget estimates and staffing
requirements for the roadway work scope and schedule;
• Coordinate and conduct pre -construction and pre -activity meetings
with the ELC Design -Builder and Toll Services Provider;
• Provide engineering assessment of plans for adequacy of design,
particularly with respect to suitability to actual field conditions;
• Ensure compliance with the plans and specifications by the Design -
Builder and Toll Services Provider; recommend, modify, interpret, and
edit special provisions and prepare modification estimates; and keep
necessary records pertaining to construction progress, budget
performance, and work order balances for the segment;
• Monitor the ELC Design -Builder and Toll Services Provider
construction QC programs, including the adequacy of capability of QC
resources. Oversee and provide, as necessary, notification to the
Design- Builder and Toll Services Provider of rejected work when it is
the opinion that the work or materials do not conform to the
requirements of the Design -Build contract documents;
• Monitor compliance of ELC Design -Builder and Toll Services Provider
safety plans and note concerns or deficiencies immediately to ELC
Design -Builder or Toll Services Provider for their implementation of
corrective measures;
• Oversee Caltrans performance of periodic construction inspection
and QA independent oversight activities and their recording of daily
progress of the ELC with accurate and complete daily inspection
ELC Scope of Work
A-34
305
reports, including weather conditions, work performed, number of
workers, problems encountered, and other relevant data. Maintain an
independent photographic log of the construction progress indexed for
easy retrieval;
• Review all detour, lane closures, temporary access, signing,
delineation, and traffic management and control plans for compliance
with contract TMP requirements and all safety laws and regulations.
Notify any deficiencies to ELC Design -Builder or Toll Services Provider
for their immediate correction and compliance. Communicate any
special notices to the public outreach team;
• Observe and identify all potential changes in SOW based on Design —
Builder and Toll Services Provider activities, and review all CCOs
submitted, perform required analyses, and present recommendations
to Commission for disposition. Maintain separate log and files to
document all potential and actual changes;
• Perform oversight and review of laboratory, shop, and mill test reports
of materials and equipment, and coordination;
• Offeror shall establish and maintain ELC records. ELC record keeping
shall include, but are not limited to, correspondence, memoranda,
contract documents, RFIs, CCOs, claims, Commission and engineer
directives, meeting minutes, shop drawings, supplementary drawings,
review and approval of submittals, and quantity calculations,
measurements and daily Extra Work Reports that support progress
payments. Offeror shall maintain a record of the names, addresses,
and telephone and fax numbers of the Contractors, subcontractors,
and principal material suppliers;
• Monitor ELC Design -Builder and Toll Services Provider compliance to
inspection and surveys of properties adjacent to the ELC to monitor
possible ground movement or structural damage to properties that may
be caused by the works; and
• Monitor test and inspection records and noncompliance reports for
satisfactory resolution of noncomplying work.
G.4 Structures Construction Oversight
• Monitor the overall planning of construction activities to identify critical
milestones and priorities. Determine budget estimates and staffing
requirements for the structures work scope and schedule;
• Coordinate and conduct pre -construction and pre -activity meetings
with the ELC Design -Builder and Toll Services Provider;
• Provide engineering assessment of plans for adequacy of design,
ELC Scope of Work
A-35
306
particularly with respect to suitability to actual field conditions;
• Ensure compliance with the plans and specifications by the Design -
Builder and Toll Services Provider; recommend, modify, interpret, and
edit special provisions and prepare modification estimates; and keep
necessary records pertaining to construction progress, budget
performance, and work order balances;
• Monitor the ELC Design -Builder and Toll Services Provider
construction QC programs, including the adequacy of capability of QC
resources. Oversee and provide, as necessary, notification to the
Design- Builder and Toll Services Provider of rejected work when it is
the opinion that the work or materials do not conform to the
requirements of the Design -Build contract documents;
• Monitor compliance of ELC Design -Builder and Systems Integrator
safety plans and note concerns or deficiencies immediately to ELC
Design -Builder or Toll Services Provider for their implementation of
corrective measures;
• Oversee Caltrans performance of periodic construction inspection
and QA independent oversight activities and their recording of daily
progress of the ELC with accurate and complete daily inspection
reports, including weather conditions, work performed, number of
workers, problems encountered, and other relevant data. Maintain an
independent photographic log of the construction progress indexed for
easy retrieval;
• Perform oversight and review of laboratory, shop, and mill test reports
of materials and equipment, and coordination;
• Monitor ELC Design -Builder and Toll Systems Provider compliance to
inspection and surveys of properties adjacent to the ELC to monitor
possible ground movement or structural damage to properties that may
be caused by the works; and
• Ensure that ELC Design -Builder's test and inspection records and
noncomps are resolved in accordance with the Design Builder's
contract.
ELC Scope of Work
A-36
307
G.5 Office Engineering
• Coordinate with ELC Design -Builder and Toll Systems Provider for
completion and submittal of final record drawings or as -built drawings.
The record drawings and documents shall be prepared and submitted
in conformance with the contract requirements;
• Monitor that the ELC Design -Builder and Toll Services Provider
maintain a detailed photographic history of the ELC in compliance
with the work, which includes labels with location, direction of view,
date, time, and any information of interest. Photographs shall be
maintained in an indexed album or Commission approved software.
Photographs shall include, but not be limited to, conditions prior to
construction, changes to detours, barricade placement, disputed work,
rejected work, and completed work;
• Coordinate between the Design Review and Construction Oversight
teams to receive and distribute ELC plans and documents throughout
the ELC term;
• Perform general construction office duties relating to administration of
construction contracts, such as processing extra work invoices,
preparing progress estimates, and filing documents;
• Confer with ELC Design -Builder and Tolling System Provider regarding
compliance with plans and quality of work and construction activity;
• Selection and/or use of computer -based processes to compile
engineering data, horizontal and vertical alignments, and curve
computations; and preparation of as -built plans;
• For schedule/work activities where the need is identified, prepare
quantity calculations and quantity sheets for payment purposes and
review calculations prepared by Roadway and Structures Resident
Engineering teams;
• Assist in timely resolution/close out of RFIs and CCOs;
• Coordinate between field personnel in tracking and logging all field
documents, including reports and daily Progress Reports;
• Track and document all safety procedures and reports.
• Track and document all environmental and stormwater pollution
prevention related reports and inspections and coordinate with the
environmental personnel on the ELC;
• Track, monitor, and document all roadway closures and document all
ELC Scope of Work
A-37
308
10-97, 10-98, and 10-22 calls on Caltrans Traffic Management Center
(TMC);
• Together, with administration and the ELC document control,
develop, maintain, and update ELC's contact matrix and assure
posting and distribution to the ELC's team;
• Provide the tracking and maintenance of ELC work schedules,
analyses, technical and production reports, and other
documentation as required;
• Organize, prepare, and conduct field site investigations and visitations
from Caltrans, Commission, and FHWA personnel to confirm ELC
progress, conduct studies, or any other purpose; and
• Schedule, coordinate, and attend meetings, as necessary, to support
ELC oversight and construction activities, including the preparation
of meeting materials, agendas, minutes, and action item lists.
ELC Scope of Work
A-38
309
EXHIBIT "B"
COMPENSATION
[Attached behind this page]
17336.00034\32708325.2
310
Executive Summary
15/91 ELC PCM Amendment Scope and Fee Estimate
February 12, 2020
The Project and Construction Management (PCM) consultant shall continue to assist the Commission in
the planning, implementation and general oversight of the I-15/SR 91 Express Lanes Connector (15/91
Project (ELC Project). In March 2018 PCM Contract 15-31-001-00 was amended to include PCM services
for the 15/91 Express Lanes Connector project. The planned course of action for the PCM services was
to negotiate with the 1-15 Express Lanes Project (ELP) Design Build (DB) Contractor (SAJV) to add the ELC
Project to the ELP contract. After negotiating with SAJV through October 2018 the Commission did not
come to acceptable terms with SAJV and elected to proceed with a procurement for a new DB
Contractor to design and construct the 15/91 ELC project. This amendment brings the PCM Consultant
contract current to account for the various changes associated with a new DB Procurement and the
current schedule.
Key elements of the PCM services include program management services, preliminary design services,
development of DB procurement documents, change order negotiation with the Design -Builder and
Tolling Services Providers, risk assessment and management, toll system planning and development of
the operational rules, overseeing the design -build construction, overseeing the toll system installation
and startup, utility coordination services, railroad coordination services, environmental and permit
support, third party coordination and agreements, project controls, quality management services, public
outreach support, design review oversight, construction management oversight, and contract
administration services.
Fee Estimate Basis and Assumptions
Scope and Price Basis:
The basis for the work is Exhibit "A" Scope of Work from the PCM Contract 15-31-001-00, approved by
RCTC Commission on April 6, 2015 and amended to include the 15/91 ELC Project. The pricing approach
follows the previous format and aligns with the existing Project Work Breakdown Structure (WBS)
covering seven major functional tasks.
Project Implementation Approach
The Commission proceeded with a competitive selection process for a new DB Contractor. The project
will be delivered under two Notice to Proceed (NTP). NTP 1 will occur in March 2020 and will continue
until August 2020. Under NTP 1 the DB Contractor and the PCM will operate in separate facilities and
complete the NTP 1 deliverables such as project management plans, procurement of co -located office
space, and preliminary engineering. NTP 2 will occur immediately thereafter and the project should
reach substantial completion in May of 2023.
1 OF 3
311
_ PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR 15191 EXPRESS LANES CONNECTOR
Major Scope Elements
This project will design and construct a new eastbound SR-91 to Northbound 1-15 express lane connector,
southbound 1-15 to westbound SR-91 express lane connector, eastbound SR-91 widening from the Main
street onramp to just east of the Promenade Avenue overcrossing bridge. Work will include 3 new toll
gantries and associated toll improvements.
Project Schedule:
Attached is a milestone schedule for delivery of the project. The following are the key milestones as
they are currently anticipated:
Milestone
Approximate Date
DB Contract Award, NTP #1
March 2020
DB Contract, NTP 2 (Design and Construction)
August 2020
Design Complete / Begin Construction
May 2021
15/91 ELC open to traffic
Summer 2023
15/91 ELC project complete
Winter 2023
Activity
2019
2020
2021
2022
2023
1
Procurment / Preliminary Design
2
Final Design
3
Construction
4
15/91 ELC Open to Traffic
•
2 OF 3
312
RCM
PROJECT AND CONSTRUC11ON MANAGEIVENT SERVICES FOR 15/91 EXPRESS LAWS CONNECTO
Cost Estimate:
1. The Total Cost amendment estimate is $14,824,122 including escalation and fixed fee.
2. Cost Estimate Notes:
a. Current hourly rates were used for known staff. For others, a general labor
classification rate was used.
b. Current audited overhead rates (field and home) were used. An escalation factor
of 3.0 percent was applied to the labor rates to estimate the total project budget;
c. A field overhead rate was used for all staff who average more than 50% of their
time assigned to the project field office. A home office overhead rate was used for
all other staff;
Fee Summary:
Task
Total
TASK 100 - Project Management
$2,358,559
TASK 200 - Design Management
$2,768,100
TASK 300 - Tolling and Operations
$0
TASK 400 - Project Funding and Financing
$0
TASK 500 - Contracts Management & Procurement
$2,156,148
TASK 600 - Project Controls
$2,055,876
TASK 700 - Construction Management
$2,821,491
TASK 800 - Other Direct Costs (ODC's)
$540,905
Sub Total
$12,701,079
Escalation
$684,613
Fee
$1,438,430
TOTAL
$14,824,122
313
3 OF 3
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
15/91 EXPRESS LANES
CONNECTOR PROJECT
Award of:
(1) Design -Build Contract
(2) Project and Construction Management Amendment
Presented by: David Thomas, Toll Project Manager
15/91
EXPRESS LANES
CONNECTOR
Project Overview
• Tolled express lane connectors:
o EB91 Express Lanes to NB15 Express
Lanes
o SB15 Express Lanes to WB91 Express
Lanes
• Operational improvements along EB91
extending Express Lane and GP lane
approx. 0.5 mile
▪ EXPRESS LANES CONNECTOR PROJECT
_ COO O !COO 101 COO 5➢
_ PROPOSED RE -STRIPING
COUNTY LINE
SR-91 CIP APE
VTMS VARIABLE TOLL MESSAGE SIGN
2
15/91
EXPRESS LANES
CONNECTOR
Background
• April 2017, SB 132 allocated $180 million to the 15/91 ELC
project
• June 2017, AB 115 granted additional project delivery
authority
• October 2017, Commission approved an overall procurement
strategy
• April 2018, staff initiated negotiations with the I-15 ELP
Design -Build (DB) contractor
• November 2018, unable to reach an agreement on a
negotiated price
3
15/91
EXPRESS LANES
CONNECTOR
DB Procurement -Approach
• Competitive procurement to obtain the best value for the
Commission
• Two Step DB procurement process
— Request for Qualifications (results in shortlist of firms)
■ Flatiron West, Inc.
■ Guy F. Atkinson Construction, LLC., dba Guy F. Atkinson
■ MCM Construction, Inc.
■ Myers -Rados, a Joint Venture
— Request for Proposals
■ Pricing and technical approach
1
4
0:
15/91
EXPRESS LANES
CONNECTOR
DB Procurement
Major Milestones
Milestone Activity
Procurement
Schedule
Issued letter to the industry
Issued Request For Qualifications
Short -List Announced
Issued Draft RFP (to shortlisted proposers)
Issued Final RFP (to shortlisted proposers)
Proposals Received
Preferred Proposer Announced
Committee and Commission approval of Contract award
Notice to Proceed
February 4, 2019
March 4, 2019
May 6, 2019
May 9, 2019
July 10, 2019
November 22, 2019
December 16, 2019
February/March 2020
March 2020
5
15/91
EXPRESS LANES
CONNECTOR
DB Procurement -Selection Criteria
• Apparent Best Value Evaluation
— Considers price and technical response in final evaluation
— Based on 100 point scale with
Price = 80 points max
Technical = 20 points max
• Technical categories:
— Technical Approach
— Project Delivery Approach
— Quality Management Approach
6
15/91
EXPRESS LANES
CONNECTOR
DB Procurement -Upset Limit
• Upset Limit set at $142 million
• Sets Maximum Price Expectation to Proposers
• Possible Selection Outcomes
— One Proposer price is under the Upset Limit
• Allows award based on price only
— More than One Proposer price is under the Upset Limit
• Allows for both price and technical evaluation for those firms only
— All Proposal prices are over the Upset Limit
• Allows Commission to waive Upset Limit and award to the firm with lowest
price
7
15/91
EXPRESS LANES
CONNECTOR
Proposal Price
• Two proposals received
• Both Firms found to be responsive and compliant with the
RFP Requirements
• Both Firms over the Upset Limit
Proposer
Myers -Rados, a Joint Venture
Flatiron West, Inc.
Price Proposal
$164,840,000
$187,298,643
8
15/91
EXPRESS LANES
CONNECTOR
Bid Analysis
• MRJV's price is 19% higher than Engineer's Estimate
- 2% Construction
— 17% Overhead
• Substantially higher pricing reflected in staffing, insurance
and bond premiums, and other overhead costs
• Driven by market conditions and schedule
9
15/91
EXPRESS LANES
CONNECTOR
Recommendation
• Commission reserved the right to award to the lowest bid price
• SB-132 funds sunset June 30, 2023
• Recommend Design -Build contract award to Myers -Rados, a
joint Venture
10
15/91
EXPRESS LANES
CONNECTOR
Project/Construction Management Services
• Tolling system evaluation and planning
• Project Financing Support
• Agreement Support
• Preliminary Engineering
• Risk Assessment
• DB Procurement
• Design Review and Oversight
• Construction Management and Oversight
11
15/91
EXPRESS LANES
CONNECTOR
Overall Project Cost
Cost Category
ller
Preliminary Engineering / Environmental Approval (PCM)
Design -Build Procurement (PCM and Legal)
Design -Build Phase (PCM and Legal)
Toll Services Provider (Kapsch)
Skanska-Ames JV Design -Build Amendments
Myers -Rados JV Design -Build Contract
Caltrans Oversight
Agency
Contingency
TOTAL
$2,070,000
9,329,000
24,293,000
12,308,000
25,962,000
164,840,000
7,166,000
7,831,000
16,530,000
270,329,000
➢ High end estimate at 2019 Workshop was $230 million
➢ Requires a total allocation from surplus toll revenue of $90.329 million
12
15/91
EXPRESS LANES
CONNECTOR
Board Action
• Award Agreement No. 19-31-074-00 to Myers -Rados JV in the amount of
$164,840,000, plus a contingency amount of $10,487,000, for a total
amount of $175,327,000;
• Approve Amendment No. 7 to Agreement No. 15-31-001-00 with
Parsons to increase the not to exceed amount by $14,825,000, plus a
contingency of $1,482,000 for a total amount not to exceed $16,307,000,
and extend the contract term to June 30, 2024;
• Authorize the Chair or Executive Director, pursuant to legal council
review, to finalize and execute these agreements;
• Authorize the Executive Director or designee to approve contingency
work up to the total not to exceed amount as required for the 15/91 ELC;
13
Tara Byerly
From: Tara Byerly
Sent: Tuesday, March 03, 2020 2:16 PM
To: Tara Byerly
Cc: Anne Mayer; Lisa Mobley; John Standiford
Subject: RCTC: March Commission Agenda - March 11, 2020
Good afternoon Commissioners,
The March Agenda for the Commission meeting scheduled for Wednesday, March 11, 2020 @ 9:30 a.m. is now
available.
https://www.rctc.org/wp-content/uploads/2020/03/March-Commission-Agenda.pdf
Also attached for your review and information is the conflict of interest memo and form.
Conflict of Conflict of
Interest Form.pdf Interest Memo.p...
Let me know if you have any questions or concerns. Thank you.
Respectfully,
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
951.787.7141 W 1951.787.7906 F
4080 Lemon St. 3rd FI.1 P.O. Box 12008 Riverside, CA 92502
rctc.org
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Tara Byerly
From: Tara Byerly
Sent: Tuesday, March 03, 2020 2:18 PM
To: Tara Byerly
Cc: Lisa Mobley
Subject: RCTC: March Commission Agenda - March 11, 2020
Good afternoon Commission Alternates,
The March Agenda for the Commission meeting scheduled for Wednesday, March 11, 2020 @ 9:30 a.m. is now
available.
https://www.rctc.org/wp-content/uploads/2020/03/March-Commission-Agenda.pdf
Respectfully,
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
951.787.7141 W 1951.787.7906 F
4080 Lemon St. 3rd FI.1 P.O. Box 12008 Riverside, CA 92502
rctc.org
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RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
TO: Riverside County Transportation Commission
FROM: Lisa Mobley, Clerk of the Board
DATE: March 3, 2020
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. 7C — Agreement with Eide Bailly for Audit Services
Consultant(s): Eide Bailly LLP
Roger Alfaro, Partner
19340 Jesse Lane, Suite 260
Riverside, CA 92508
Agenda Item No. 7J - Agreement with Selected Consultants for On -Call Traffic and Revenue Study
Services
Consultant(s): C&M Associates, Inc.
Shahram Bohluli, PhD, PE, Vice President
15770 North Dallas Parkway, Suite 870
Dallas, TX 75248
CDM Smith Inc.
Christopher Mwalwanda, Vice President
9220 Cleveland Avenue, Unit 100
Rancho Cucamonga, CA 91730
RCTC Potential Conflicts of Interest
March 3, 2020
Page 2
Stantec Consulting Services Inc.
Steven Abendschein, PE, Senior Principal
475 Fifth Avenue, 12th Floor
New York NY 10017
Agenda Item No. 7L — Amendment to Agreement with T.Y. Lin International for Final Design
Services Related to the Mid County Parkway Interstate 215/Placentia Avenue Interchange
Improvement Project and Agreement for Construction Zone Enforcement Enhancement Program
Services for the Project
Consultant(s): F.R. Clark Fernon, Vice President
T.Y. Lin International
404 Camino del Rio South, Suite 700
San Diego, CA 92108
Agenda Item No. 8 — Refinancing of 91 Express Lanes Toll Debt
Consultant(s): Orrick, Herrington & Sutcliffe LLP
Devin Brennan, Partner
405 Howard Street
San Francisco, CA 94105
Consultant(s)
Norton Rose Fulbright US LLP
Victor Hsu, Partner
555 South Flower Street, Floor 41
Los Angeles, CA 90071
Agenda Item No. 10 — Award of: (1) Design -Build Contract; and (2) Amendment to Project and
Construction Management Services Agreement for the Interstate 15/State Route 91 Express Lanes
Connector Project
Consultant(s): Myers -Rados, A Joint Venture
Parsons
T. Rick Grebner, Vice President
3200 East Quasti Road, # 200
Ontario, CA 91761
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
COMMISSIONER SIGN -IN SHEET
MARCH 11, 2020
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WORKSHOP
ROLL CALL
MARCH 11, 2020
County of Riverside, District I
County of Riverside, District II
Present Absent
IA ❑
County of Riverside, District III
21 ❑
County of Riverside, District IV
O ❑
County of Riverside, District V
City of Banning 21❑
City of Beaumont 7 ❑
City of Blythe ❑ 21
City of Calimesa
o
City of Canyon Lake
City of Cathedral City
21 ❑
City of Coachella
City of Corona
City of Desert Hot Springs
City of Eastvale
City of Hemet
City of Indian Wells
City of Indio
City of Jurupa Valley
City of La Quinta
City of Lake Elsinore Cd ❑
City of Menifee
City of Moreno Valley
City of Murrieta
a
❑
❑
❑
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City of Norco
J' ❑
City of Palm Desert
0 ❑
City of Palm Springs
City of Perris
City of Rancho Mirage
City of Riverside
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7 ❑
City of San Jacinto >a ❑
City of Temecula
City of Wildomar
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Governor's Appointee, Caltrans District 8
DETACH AND SUBMIT TO THE CLERK OF THE BOARD
DATE: V\C.‘,, C `l ' 1) 0 .� 0
CHECK IF SUBJECT OF
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REPRESENTING: VO‘CSkS A•`\�e(1 PHONE NO.:
NAME OF AGENCY / ORGANIZATION / GROUP
BUSINESS ADDRESS:
STREET
CITY ZIP CODE