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HomeMy Public PortalAbout06 June 25, 2012 Western Riverside County Programs & Projects CommitteeRECORDS RIVERSIDE COUNTY TRANSPORTATION COMMISSION Comm- (A)12 -c- 0000 WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA TIME: 1:30 p.m. DATE: Monday, June 25, 2012 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMITTEE MEMBERS Adam Rush, Chair / Ike Bootsma, City of Eastvale Andrew Kotyuk, Vice Chair / Scott Miller, City of San Jacinto Bob Botts / Don Robinson, City of Banning Karen Spiegel / Eugene Montanez, City of Corona Frank Johnston / Micheal Goodland, City of Jurupa Valley Darcy Kuenzi / Wallace Edgerton, City of Menifee Marcelo Co / Richard Stewart, City of Moreno Valley Berwin Hanna / Kathy Azevedo, City of Norco Daryl Busch / Al Landers, City of Perris Ben Benoit / Timothy Walker, City of Wildomar Bob Buster, County of Riverside, District I Marion Ashley, County of Riverside, District V STAFF i Anne Mayer, Executive Director John Standiford, Deputy Executive Director AREAS OF RESPONSIBILITY Air Quality, Capital Projects, Communications and Outreach Programs, Intermodal Programs, Motorist Services, New Corridors, Regional Agencies/Regional Planning, Regional Transportation Improvement Program (RTIP), Specific Transit Projects, State Transportation Improvement Program (STIP), Transportation Uniform Mitigation Fee (TUMF) Program, and Provide Policy Direction on Transportation Programs and Projects related to Western Riverside County and other areas as may be prescribed by the Commission. Comments are welcomed by the Committee. If you wish to provide comments to the Committee, please complete and submit a Speaker Card to the Clerk of the Board. RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE www.rctc.org AGENDA * *Actions may be taken on any item listed on the agenda 1:30 p.m. Monday, June 25, 2012 BOARD ROOM County Administrative Center 4080 Lemon Street, First Floor Riverside, California 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 and Government Code Section 54954.2, if you need special assistance to participate in a Committee meeting, please contact the Clerk of the Board at (951) 787-7141. Notification of at /east 48 hours prior to meeting time will assist staff in assuring that reasonable arrangements can be made to provide accessibility at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. PUBLIC COMMENTS - Each individual speaker is limited to speak three (3) continuous minutes or less. The Committee may, either at the direction of the Chair or by majority vote of the Committee, 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. Also, the Committee may terminate public comments if such comments become repetitious. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Speakers may not yie/d their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Committee shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Western Riverside County Programs and Projects Committee June 25, 2012 Page 2 Under the Brown Act, the Board should not take action on or discuss matters raised during public comment portion of the agenda which are not listed on the agenda. Board members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES - MAY 21, 2012 6. ADDITIONS/REVISIONS (The Committee 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 Committee subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the Committee 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.) 7. AGREEMENT WITH NINYO & MOORE TO MANAGE AND IMPLEMENT PROPERTY REMEDIATION Overview This item is for the Committee to: Page 1 1) Approve Agreement No. 12-73-110-00 with Ninyo & Moore to manage and implement the approved Department of Toxic Substances Control Remedial Action Plan for the Liston Aluminum Brick Company property in an amount not to exceed $835,595; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee June 25, 2012 Page 3 8. AGREEMENT WITH RBF/BAKER CONSULTING FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE CONSTRUCTION OF THE STATE ROUTE 74 CURVE WIDENING PROJECT Page 25 Overview This item is for the Committee to: 1) Award Agreement No. 12-31-056-00 to RBF/Baker Consulting (RBF) to provide construction management (CM), materials testing, and construction surveying services for the State Route 74 curve widening project, in the amount of $373,223, plus a contingency amount of $37,322, for a total amount not to exceed $410,545; 2 Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work as may be required for the project; and 4) Forward to the Commission for -final action. 9. FISCAL YEAR 2012/13 AGREEMENTS FOR REGIONAL RIDESHARE SERVICES Page 78 Overview This item is for the Committee to: 1) Approve Agreement No. 12-41-111-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission's continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services, regional ridematching services, and operation of an Inland Empire 511 (IE51 1) system for FY 2012/13; 2) Approve the following FY 2012/13 agreements for regional ridematching services: • Agreement No. 09-41-075-03, Amendment No. 3 to Agreement No. 09-41-075-00, with the Los Angeles County Metropolitan Transportation Authority (Metro); • Agreement No. 11-41-139-01 and No. 11-41-139-02, Amendment No. 1 and No. 2 to Agreement No. 11-41-139-00, with the Orange County Transportation Authority (OCTA); and • Agreement No. 06-41-082-07, Amendment No. 7 to Agreement No. 06-41-082-00, with the Ventura County Transportation Commission (VCTC) for regional ridematching services; 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee June 25, 2012 Page 4 10. AMENDMENT TO THE AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL TO FUND ADDITIONAL CHP SERVICES Overview This item is for the Committee to: Page 98 1) Approve Agreement No. 10-45-084-02, Amendment No. 2 to Agreement No. 10-45-084-00, with the California Highway Patrol (CHP) for the addition of one-half of a full-time equivalent CHP officer position for the supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County in the amount of $78,751; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 11. COMMISSIONERS / STAFF REPORT Overview This item provides the opportunity for the Commissioners and staff to report on attended and upcoming meeting/conferences and issues related to Commission activities. 12. ADJOURNMENT AND NEXT MEETING The next Western Riverside County Programs and Projects Committee meeting is scheduled to be held at 1:30 p.m., Monday, July 23, 2012, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTA TION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE Monday, May 21, 2012 MINUTES 1. CALL TO ORDER The meeting of the Western Riverside County Programs and Projects Committee was called to order by Chair Adam Rush at 1:30 p.m., in Conference Room A at the County of Riverside Administrative Center, 4080 Lemon Street, Third Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Marion Ashley led the Western Riverside County Programs and Projects Committee in a flag salute. 3. ROLL CALL Members/Alternates Present Members Absent Marion Ashley Andrew Kotyuk Ben Benoit Bob Botts Daryl Busch Bob Buster Marcelo Co Berwin Hanna Frank Johnston Darcy Kuenzi Adam Rush Karen Spiegel 4. PUBLIC COMMENTS There were no requests to speak from the public, RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 2 5. APPROVAL OF MINUTES — APRIL 23, 2012 M/S/C (Kuenzi/Hanna) to approve the minutes as submitted. 6. ADDITIONS/REVISIONS There were no additions or revisions to the agenda. 7. STATE ROUTE 91 PROJECT AND CONSTRUCTION MANAGEMENT SERVICES David Thomas, Toll Projects Manager, presented a detailed overview of the State Route 91 Corridor Improvement Project (SR -91 CIP) and construction management services. In response to Commissioner Bob Buster's questions regarding the cost of the agreement, David Thomas clarified that the original contract had five limited notices to proceed (LNTP). This amendment covers LNTP No. 6, which will be for the remainder of phase one of the contract. Commissioner Karen Spiegel strongly expressed the need to maintain accountability for this project. Anne Mayer, Executive Director, noted this was a planned amendment and staff intentionally divided this project into two phases with a number of LNTPs in each phase to ensure the Commission is properly and appropriately managing the project. Commissioner Marion Ashley briefly discussed some of the issues with the 60/91/215 project and expressed the need to ensure control of this project. Anne Mayer stated the Commission is proceeding with the SR -91 CIP as a design -build project, not a design sequencing project like the 60/91/215 project. The Commission gained significant experience from that project. RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 3 M/S/C (Benoit/Johnston) to: 1) Approve Agreement No. 09-31-081-01, Amendment No. 1 to Agreement No. 09-31-081-00, with Parsons Transportation Group, Inc. (Parsons) to provide additional services for Phase 1 of the SR -91 Corridor Improvement Project (SR -91 CIP) widening and extension of the 91 Express Lanes in the amount of $18,434,545, plus a contingency of $1,850,000, for a total amount not to exceed $20,284,545, and a total authorized contract value of $60,084,545; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work as may be required for the project; and 4) Forward to the Commission for final action. 8. STATE ROUTE 91 DESIGN -BUILD PROCUREMENT Michael Blomquist, Toll Program Director, presented the details of the SR -91 CIP design -build procurement process. In response to Commissioner Buster's request for clarification regarding stipends, Michael Blomquist stated the firm must qualify for the stipend and go through a rigorous evaluation process. Margo Bennett, Nossaman LLP, added there are variable stipends, however she has never seen it implemented. Anne Mayer reviewed the prequalification process, noting only four teams made it through. Those four teams are the only ones who can submit proposals. Staff would like all of those teams to submit a proposal to ensure a competitive process. At Commissioner Darcy Kuenzi's request, Anne Mayer explained the benefits of a stipend agreement. In response to Commissioner Bob Botts' request for additional information regarding stipends, Margo Bennett stated the proposing companies want protection should the agency decide to cancel the procurement, leaving the companies to cover all of the cost of pursuing the project. RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 4 In response to Commissioner Buster's questions regarding industry standards, Michael Blomquist stated this is a design -build procurement versus a design -bid -build approach. The latter does not require the extensive engineering work and a very comprehensive technical proposal that needs to be evaluated. At Commissioner Spiegel's request, Michael Blomquist explained the basis for the scoring of price, schedule, and technical categories. In response to Commissioner Buster's concern regarding the evaluation process, Michael Blomquist stated the proposals are evaluated under a very constrained environment as not to leak any pertinent information, emphasizing the financial and technical proposal evaluations are kept separate. Margo Bennett added the Commission adopted a conflict of interest policy specific to this project, which is included in the RFQ and RFP stages. The proposers have a continuing obligation throughout the process to advise of any potential conflicts, with disqualification for any violations. M/S/C (Kuenzi/Benoit) to: 1) Authorize staff, subject to approval by the California Department of Transportation (Caltrans) and the Federal Highway Administration (FHWA), to issue a request for proposal (RFP) and future addenda for design -build services in accordance with Public Contract Code sections 6800 et seq. for the State Route 91 Corridor Improvement Project (SR -91 CIP) to the four pre -qualified design -build teams; 2) Approve the selection criteria and process for selection of the pre -qualified firm providing the best -value to the Commission, otherwise known as apparent best value (ABV) proposer; 3) Authorize the Executive Director to select the three top -ranked ABV Proposers for design -build services, based on the criteria and selection procedures identified in the RFP and any addendum(s) thereto, and subsequently to conduct limited negotiations with the top -ranked ABV proposer; 4) Authorize the Executive Director or designee to negotiate with the second -ranked ABV proposer if negotiations fail with the top -ranked ABV proposer and with the third -ranked ABV proposer should negotiations fail with both the top -ranked and second -ranked ABV proposers; RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 5 5) Authorize the Executive Director to issue a request for a best and final offer (BAFO) to the proposers if found to be in the best interests of the Commission, to make changes to the RFP, solicit BAFOs from proposers, evaluate revised proposals, select an ABV proposer, negotiate with the top -ranked proposer and second and third -ranked if necessary, and make a recommendation of contract award based upon the revised proposals in accordance with 23 CFR Part 636; 6) Authorize the Executive Director to return to the Commission with a recommendation to award a contract for design -build services. The recommendation shall be accompanied by a written decision supporting the recommendation and stating the basis for the award; 7) Authorize the Executive Director to pay a stipend to unsuccessful proposers that meet the RFP criteria for stipend payment up to $650,000 per unsuccessful proposers or a total not to exceed of $2.6 million for all unsuccessful proposers after final action by the Commission on the RFP; 8) Approve that particular materials, products, or services that are elements of the proposed design -build services for the SR -91 CIP are to be designated in the RFP by specific brand names or trade names to match and be interoperable with other products used by the Commission and other related facilities as authorized by Public Contracts Code, section 3400(b); and 9) Forward to the Commission for final action. 9. RCTC 91 EXPRESS LANES TOLL POLICY Michael Blomquist presented the RCTC 91 Express Lanes Toll Policy. Steve Adamshen, Stantec, presented the differences between the OCTA Toll Policy monitoring process and the Commission's proposed enhanced toll policy monitoring process. Commissioner Buster discussed the history of the 91 Express Lanes, the need to continue to educate and communicate with the public, and the need to ensure the Commission clearly demonstrates that excess toll revenues are used to improve the corridor. RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 6 M/S/C (Ashley/Hanna) to: 1) Adopt Resolution 12-019, "Resolution of the Riverside County Transportation Commission Regarding the RCTC 91 Express Lanes Toll Policy"; 2). Adopt the Riverside County 91 Express Lanes Extension Investment Grade Study (Traffic and Revenue Study); and 3) Forward to the Commission for final action. 10. STATE ROUTE 91 HIGH OCCUPANCY VEHICLE PROJECT COOPERATIVE AGREEMENT AMENDMENT Shirley Medina, Programming and Planning Manager, presented an overview of the SR -91 HOV project cooperative agreement amendment. M/S/C (Johnston/Benoit) to: 1) Reprogram federal Congestion Mitigation and Air Quality (CMAQ) funds from construction savings to cover the increase in Caltrans' expenditures for the plans, specifications, and estimates (PS&E) related to the State Route 91 high occupancy vehicle (HOV) lanes project; 2) Approve Agreement No. 06-31-062-02, Amendment No. 2 to Agreement No. 06-31-062-00, to increase funding by the amount of $1,225,534 for the PS&E phase for the SR -91 HOV lanes project; 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Forward to the Commission for final action. 11. STATE ROUTE 60 TRUCK CLIMBING/DESCENDING LANE PROJECT - PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT Patti Castillo, Capital Projects Manager, presented an overview of the SR -60 truck climbing/descending lane project approval and environmental document. Commissioner Ashley expressed appreciation to staff for its efforts to address the dangerous conditions on this corridor. RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 7 M/S/C (Ashley/Botts) to: 1) Agree to sponsor the project approval and environmental document (PA&ED) phase of the State Route 60 truck climbing lane project; 2) Approve the programming of Congestion Mitigation Air Quality (CMAQ) funds in the amount of $3,006,000 for PA&ED; 3) Approve Cooperative Agreement No. 12-31-092-00 with Caltrans for the PA&ED phase for the SR -60 truck climbing lane project; 4) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 5). Authorize the Executive Director, pursuant to legal counsel review, to execute any future non -funding related amendments; and 6) Forward to the Commission for final action. 12. CITY OF CORONA FUNDING REQUEST FOR FOOTHILL PARKWAY Shirley Medina presented an overview of the city of Corona's funding request for Foothill Parkway extension project. Commissioner Spiegel discussed the importance of this project for the city of Corona, especially during the construction of the SR -91 CIP. M/S/C (Kuenzi/Hanna) to: 1) Approve programming $7 million of Western County's 2009 Measure A Regional Arterial (MARA) funds as local match to $7 million of Proposition 1B State -Local Partnership Program (SLPP) formula funds for the city of Corona's (Corona) Foothill Parkway westerly extension project; 2) Submit the Foothill Parkway project nomination forms for SLPP funding of $7 million to the California Transportation Commission; 3) Approve Agreement No. 12-72-093-00 with Corona to program $7 million in MARA funds; 4) Approve reprogramming approximately $7 million of TUMF regional arterial funds from Foothill Parkway right of way phase to the construction phase; 5) Approve Agreement No. 06-72-540-03, Amendment No. 3 to Agreement No. 06-72-540-00, with Corona to reflect the reprogramming of right of way savings to construction; RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 8 6) Authorize the Chair, pursuant to legal counsel review, to execute the agreements; and 7) Forward to the Commission for final action. At this time, Commissioner Buster left the meeting. 13. PROPOSED METROLINK BUDGET FOR FISCAL YEAR 2012/13 Sheldon Peterson, Rail Manager, presented an overview of the proposed Metrolink budget for fiscal year 2012/13. M/S/C (Kuenzi/Ashley) to: 1) Adopt the preliminary FY 2012/13 Southern California Regional Rail Authority (SCRRA) operating and capital budget with anticipation of a 5 to 9 percent fare increase; 2) Approve the additional Inland Empire Orange County (IEOC) service with an additional peak period round trip and expanded year round weekend service; 3) Allocate the Commission's funding commitment to the SCRRA in an amount not to exceed of $7,575,300 in Local Transportation Fund (LTF) funds for train operations and maintenance of way plus a contingency of $2,424,700 in LTF funds for new service options and $250,000 for capital projects to be funded by State Transit Assistance funds (STA); and 4) Forward to the Commission for final action. 14. FISCAL YEAR 2012/13 MEASURE A COMMUTER ASSISTANCE BUSPOOL SUBSIDY FUNDING CONTINUATION REQUESTS Jillian, Edmiston, Staff Analyst, presented an overview of the fiscal year 2012/13 Measure A commuter assistance buspool subsidy funding continuation requests. M/S/C (Busch/Johnston) to: 1) Authorize payment of $1,645/month maximum subsidy per buspool for the period July 1, 2012 to June 30, 2013, to the existing Corona, Mira Loma, and Riverside buspools; 2) Require subsidy recipients to meet monthly buspool reporting requirements as supporting documentation to receive payments; and 3) Forward to the Commission for final action. RCTC WRC Programs and Projects Committee Minutes May 21, 2012 Page 9 15. IOWA AVENUE GRADE SEPARATION PROJECT M/S/C (Busch/Kuenzi) to: 1) Allocate $500,000 in federal Congestion Mitigation Air Quality (CMAQ) funds to the city of Riverside (Riverside) to provide a match, if needed, in support of the Iowa Avenue grade separation project; and 2) Forward to the Commission for final action. 16. COMMISSIONERS / STAFF REPORT There were no reports from the Commissioners or staff. 17. ADJOURNMENT AND NEXT MEETING There being no further business for consideration by the Western Riverside County Programs and Projects Committee, the meeting was adjourned at 3:30 p.m. The next meeting of the Western Riverside County Programs and Projects Committee is scheduled for June 25, 2012, at 1:30 p.m. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: June 25, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Cathy Bechtel, Project Development Director THROUGH: John Standiford, Deputy Executive Director SUBJECT: Agreement with Ninyo & Moore to Manage and Implement Property Remediation STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 12-73-110-00 with Ninyo & Moore to manage and implement the approved Department of Toxic Substances Control Remedial Action Plan for the Liston Aluminum Brick Company property in an amount not to exceed $835,595; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: In August 2006, the Commission entered into a purchase and sale agreement to purchase the Liston Aluminum Brick Company property at 3710 Temescal Canyon Road in Corona. This property had been identified as a core parcel for the original Mid County Parkway project and was for sale on the open market. As part of the Commission's required due diligence for property purchase, the Commission conducted a Phase 1 Environmental Site Assessment. From the results of that assessment, and in consultation with the County of Riverside Department of Environmental Health, Hazardous Material Division (County), it was determined that a geophysical survey and limited subsurface investigation must be completed. The Commission contracted with Ninyo & Moore, an on -call right of way environmental services consultant, to complete that work which included soil borings, sampling, and analyses. All work was reviewed and completed in consultation with the County. In the midst of the soil investigation, jurisdiction over the property remediation was transferred to the State Department of Toxic Substances Control (DTSC). On behalf of the Commission, Ninyo & Moore prepared a remedial action plan (RAP) for the property, which was reviewed and approved by DTSC. Per the purchase Agenda Item 7 1 and sale agreement for the property, all costs associated with the cleanup will be deducted from the $8,420,530 purchase price. An escrow holdback of approximately 200 percent of the estimated remediation costs is being executed. Escrow on the property is expected to close shortly. Once that occurs, the Commission can proceed with remediation of the property. Staff believes it is in the Commission's best interest to retain Ninyo & Moore because of its significant historical knowledge of the property through its investigation and analysis completed to date and the close consultation it has had with DTSC. Further, Ninyo & Moore is well -qualified to manage and implement the RAP, and the Commission has had success working with Ninyo & Moore. Finally, Commission staff has determined that Ninyo & Moore's rates are fair and reasonable. Therefore, staff is recommending a sole source agreement be executed with Ninyo & Moore to manage and implement the RAP for this property. The estimated cost to implement and manage the RAP is $835,595, which includes a 20 percent contingency. The property purchase and associated remediation was included in the FY 2011/12 budget, as staff anticipated escrow closing by June 2012. Since the remediation was not included in the FY 2012/13 budget, a budget adjustment is required. Financial Information In Fiscal Year Budget: No Year: FY 2011/12 Amount: $835,595 Source of Funds: TUMF CETAP Budget Adjustment: Yes GL/Project Accounting No.: 005123 81401 210 73 81401 Fiscal Procedures Approved: VPLe4,a�a,1-urrno� Date: 06/18/12 Attachments: 1) Draft Agreement 2) Estimated Site Remediation Costs Agenda Item 7 2 ATTACHMENT 1 Agreement No. 12-73-110-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR REMEDIATION OF PROPERTY SERVICES WITH NINYO & MOORE 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2012, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and NINYO & MOORE ("Consultant"). 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in managing and implementing property remediation to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services to manage and implement the approved Department of Toxic Substances Control Remedial Action Plan for the Liston Brick property ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to 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 , unless earlier terminated as provided herein. Consultant 17336.00000\7415357.1 3 shall complete the Services within 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 Schedule of Services 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 Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and 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 under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to 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 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: 3.7 Commission's Representative. Commission hereby designates [ INSERT NAME OR TITLE ], 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 17336.00000\7415357.1 2 4 under 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 [ INSERT NAME OR TITLE ], 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 be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is `skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure tocomply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. 3.11 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. 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\7415357.1 3 5 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 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 subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); 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; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. [ INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE ] 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 r INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE 1 per claim. 3.12.4 lnsurance 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: 17336.00000\7415357.1 4 6 (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; 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. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, 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. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and, (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 3.12.5 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 17336.00000\7415357.1 5 7 Consultant shall procure a bond guaranteeing 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 the right to require complete, certified copies of all required insurance policies, at any time. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [ INSERT WRITTEN DOLLAR AMOUNT ($[INSERT NUMERICAL DOLLAR AMOUNT ]) without written 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. 17336.00000\7415357.1 6 8 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. 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 documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant' in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 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. 17336.00000\7415357.1 7 9 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: CONSULTANT: Ninyo & Moore 475 Goddard, Suite 200 Irvine, CA 92618 Attn: Nancy Anglin 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 Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in -plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all' subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were 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. 3.18.2 lntellectual 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 17336.00000\7415357.1 8 10 but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 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 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. 17336.00000\7415357.1 9 11 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 in order to allow the Commission to pursue legal remedies designed to limit any confidential information required to be disclosed or to assure the confidential treatment of the information following disclosure. 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. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, 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 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. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 17336.00000\7415357.1 10 12 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 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 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. 3.27 Prohibited Interests. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this. Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission,' shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 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 provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 17336.00000\7415357.1 11 13 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is,aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 17336.00000\7415357.1 12 14 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 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 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 expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 17336.00000\7415357.1 13 15 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR REMEDITATION OF PROPERTY SERVICES WITH NINYO & MOORE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY NINYO & MOORE TRANSPORTATION COMMISSION By: John J. Benoit Chair By: Signature Name Approved as to Form: Attest: By: Best Best & Krieger LLP General Counsel 17336.00000\7415357.1 15 By: Its: Secretary 17 EXHIBIT "A" SCOPE AND SCHEDULE OF SERVICES 17336.00000\7415357.1 C-1 18 ATTACHMENT 2 June 19, 2012 Project No. 207492007 Mr. Gustavo Quintero Riverside County Transportation Commission 4080 Lemon Street, 3`d Floor Riverside, California 92502 Subject: Cost Estimate for Implementation of Draft Remedial Action Plan Liston Aluminum Brick Company 3710 Temescal Canyon Road Corona, California Dear Mr. Quintero: On behalf of the Riverside County Transportation Commission (RCTC), Ninyo & Moore pre- pared a Draft Remedial Action Plan (RAP) for the Liston Aluminum Brick Company property at 3710 Temescal Canyon Road in Corona, dated January 12, 2011. The Draft RAP was submitted to the Department of Toxic Substances Control (DTSC) for the mitigation of impacted soil. The Draft RAP was conditionally approved by the DTSC in their letter dated January 20, 2011. The Draft RAP selected Remedial Alternative (RA) Number 2 as the preferred RA, which consists of "hot spot" removals and off -site disposal of impacted soil. This letter presents estimated costs for implementation of the RAP. SCOPE OF SERVICES Based on the DTSC-approved RAP, and the conditional requirements of the January 20, 2011, approval letter, the following scope of services is provided: Field Preparation, Permits, and Plans • Attend up to three public participation meetings. • Coordinate with RCTC the preparation of a site -specific Storm Water Pollution Prevention Plan (SWPPP) for implementation by the remediation contractor. • Notification of the local Underground Service Alert and the identification of utilities on the site. • Obtain a permit for the abandonment of three groundwater monitoring wells. 4'75 u dJr; .Ike (Taitorn0 ._6j8 19 3710 Temescal Canyon Road June 19, 2012 Corona, California Project No. 207492007 • Secure the site by a chain -link fence along the perimeter. Access to the site work areas will be through gates and restricted to authorized personnel only. Remediation Activities • Prior to equipment mobilization, site preparation activities include acquisition of necessary permits, site visual inspections, removal areas boundary staking, establishment of staging areas and construction traffic patterns, and subsurface utility clearance. • Site stockpile management activities will consist of oversight and direction of stockpile seg- regation into five main categories: o Construction debris for disposal or recycling; o Personal protective equipment for disposal at a sanitary landfill; o Non -hazardous waste destined for off -site disposal or recycling; o Non-RCRA, California hazardous waste destined for off -site disposal or recycling; and o RCRA hazardous waste destined for off -site disposal or recycling. • Dust control measures will be performed at the site during remedial activities to reduce the potential for fugitive dust and migration of contamination in compliance with requirements contained in SCAQMD Rule 403. • Air monitoring will be conducted during site remediation activities to assess the effective- ness of the various control measures. Vapor monitoring will be conducted as described below and in accordance with the general conditions of SCAQMD Rule 1166. • Three existing groundwater monitoring wells will be abandoned. • Excavated soil will be managed in general accordance with the transportation plan, which is presented in Appendix A of the RAP. • Upon completion of the excavation to their planned horizontal and vertical extents, confir- mation soil samples will be collected from the exposed excavation sidewalls and bottoms. The number of soil samples collected from each excavation will vary, depending on the di- mensions of the excavations. In general, confirmation soil sampling is anticipated to be conducted at a frequency of one sample per 20 linear feet of excavation sidewall and bot- tom. Confirmatory sampling and analyses of the bottom and sidewalls of each removal area for the full suite of Title 22 Metals. 207492007 L Cost Estimate.doc 2 /�/�n o Wore 20 3710 Temescal Canyon Road June 19, 2012 Corona, California Project No. 207492007 • It is expected that additional excavation and sampling will be required based on confirma- tion and sampling results. The costs include up to 50 percent for supplemental excavation and sampling conducted as described above. • Upon completion of soil removal activities, the excavations will be graded so that sidewall slopes do not exceed 1:1. The surface of the site will be graded and prepared to prevent run- off in accordance with a SWPPP. Post-Remediation Activities • After the remedial actions are completed, a Removal Action Completion Report (RACR) will be submitted to the DTSC for review and approval. The RACR will be prepared expedi- tiously following completion of field activities and receipt of final analytical data. At the minimum, the RACR will include the following information: o Site description and background; o Description of soil removal and confirmation sampling activities; o Analytical results for soil confirmation sampling, including copies of laboratory reports; o Quality assurance review and data validation memoranda; o As -built diagrams of soil removal excavations; o Volumes of soil removed and treatment/disposal methods, including copies of mani- fests; o Discussion of variances to the RAP, if any; o Post remedial health risk evaluation, including tabulation of on -site analytical results for evaluation that remediation has been completed to acceptable levels; o Summary and conclusions; and o Appendices and other supporting documentation. ESTIMATED COSTS Ninyo & Moore estimates the costs for the implementation of the RAP to be approximately $835,595 (eight hundred and thirty-five thousand five hundred and ninety-five dollars), as out- lined in the attached table. The charges will be billed monthly on a time -and -materials basis. In accordance with discussions with RCTC, the estimated charges include a 20 percent contingency. 207492007 L Cost Estimate. doc 3 ware 21 3710 Temescal Canyon Road June 19, 2012 Corona, California Project No. 207492007 UNDERSTANDINGS In order to prepare the cost estimate, many assumptions have been made, which may or may not be valid, including: • DTSC will approve the RAP for final implementation with no modifications. • Work will be completed during the summer of 2012. • No more than 50 percent additional excavation and sampling will be required. • The estimated volumes of non -hazardous, non-RCRA hazardous, and RCRA hazardous wastes mentioned in the RAP will not exceed 50 percent of that described in the RAP. • Additional costs may occur for changes, such as additional removals, changed conditions added by the DTSC, etc. We appreciate the opportunity to be of service to the Riverside County Transportation Commis- sion. If you have any questions regarding this report, please contact the undersigned at your convenience. Respectfully submitted, NINYO & MOORE John Jay Roberts, PG, CEG Senior Geologist JJR/NA/WRC/lr/mlc Attachment: Table 1 — Estimated Remedial Alternative No. 2 Cost Distribution: (1) Addressee (via e-mail) 207492007 L Cost Estimate.dos Walter R. Crone, PG, REA Principal Environmental Geologist 4 % yingo 22 3710 Temescal Canyon Road Corona, California June 19, 2012 Project No. 207492007 TABLE 1 - ESTIMATED REMEDIAL ALTERNATIVE NO. 2 COSTS Task Quantity Units Unit Cost Total Site Remediation (Estimated two weeks) Site Remediation Oversight, Environmental Sampling (Ninyo & Moore) Geophysical Survey ' 1 site $7,500.00 $7,500 Principal Engineer/Geologist/Environmental Scientist 40 hrs $154.00 $6,160 Senior Project Eng./Geo./Env. Scientist 60 hrs $148.00 $8,880 Senior Staff Eng./Geo./Env. Scientist 120 hrs $128.00 $15,360 Staff Engineer/Geologist/Environmental Scientist 120 hrs $120.00 $14,400 PID Rental 2 weeks $500.00 $1,000 Dust Monitor 2 weeks $2,000.00 $4,000 Miscellaneous Field Supplies (Ice chest, ice, decon water, camera, 10 days $50.00 $500 gloves, batteries, etc.) Hand Auger/Core Sampler Kit 10 days $75.00 $750 Sample Rings, Teflon, 2 Plastic End Caps 100 samples $15.00 $1,500 Mileage 1,000 miles $0.555 $555 Supplemental Remediation Oversight, Environmental Sampling $30,303 Costs (Assume 50% of Initial Costs) $90,908 Subtotal Laboratory Analysis (Subcontracted Analytical Laboratory) EPA Method 8015 (petroleum hydrocarbons) EPA Method 8260 (VOCs) EPA Method 8270 (polyaromatic hydrocarbons) EPA Method 6010/7470 (Title 22 Metals) EPA Method 6010/7470 - Waste Extraction Test, STLC, TCLP Assume 100% Surcharge for 24 hr TAT First Supplemental Sample Analysis (assume 50% of initial cost) Second Supplemental Sample Analysis (assume 50% of initial cost) Laboratory Data Validation (assume 3% of laboratory analysis total) Subtotal 26 samples $66.00 $1,716 16 samples $75.00 $1,200 16 samples $97.00 $1,552 60 samples $60.00 $3,600 38 samples $30.00 $1,140 $9,208 $9,208 $9,208 $1,105 $37,937 Contractor Estimates (Subcontracted Equipment and Operators, Trucking, and Disposal) Soil Excavation/Grading and Dust Suppression (OU1-5) 1,640 tons $61.00 $100,040 Transportation and Disposal - Non -Hazardous Waste (OU1, OU4) 650 tons $100.00 $65,000 Transportation and Disposal - Non-RCRA Hazardous Waste (OU-2) 235 tons $140.00 $32,900 Transportation and Disposal - RCRA Hazardous Waste (OU-3) 10 tons $580.00 $5,800 Transportation and Disposal - Petroleum Contaminated Soil (OU-5) 750 tons $95.00 $71,250 Imported Soil for OU-5, import, place and 90% compaction 750 tons $20.00 $15,000 Supplemental Excavation, Grading, Transportation, Disposal Costs $144,995 (Assume 50% of Initial Costs) Equipment Standby Time 2 days $4,000.00 $8,000 Well Abandonment 1 event $25,000.00 $25,000 Subtotal $467,985 204174007 Remediation Cost Estimate i yhwn& /Aoc►re 23 3710 Temescal Canyon Road Corona, California June 19, 2012 Project No. 207492007 TABLE 1 - ESTIMATED REMEDIAL ALTERNATIVE NO. 2 COSTS Task Quantity Units Unit Cost Total Project Coordination and Reports (Ninyo &Moore) Project Coordination Storm Water Pollution Prevention Plan Compaction Testing and Report (OU-5) Field Sampling Layout and Excavation Boundary Markout Human Health Risk Assessment and Report Closure Report Public Meeting Preparation and Participation Subtotal 1 $18,000 $18,000 1 pran $12,000 $12,000 1 event $10,000 $10,000 1 event $2,500 $2,500 1 report $25,000 $25,000 1 report $15,000 $15,000 3 meetings $4,000 $12,000 $94,500 License, Permits, Fees Indirect Costs Subtotal 1 project $5,000 $5,000 Total Cost Before Contingency Contingency (approximately 20 percent) $5,000 $696,329 $139,266 ESTIMATED TOTAL Notes: Alternative 2 - Soil Excavation, Off -Site Disposal, Sludge Disposal, Vault Removal, and Groundwater Monitoring Well Abandonment Costs are based on current rates and are subject to change. 204174007 Remediation Cost Estimate $835,5951 /'/logo&/N©©ce 24 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: June 25, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Patti Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement with RBF/Baker Consulting for Construction Management Services for the Construction of the State Route 74 Curve Widening Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 12-31-056-00 to RBF/Baker Consulting (RBF) to provide construction management (CM), materials testing, and construction surveying services for the State Route 74 curve widening project, in the amount of $373,223, plus a contingency amount of $37,322, for a total amount not to exceed $410,545; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work as may be required for the project; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: The SR -74 curve widening project located near the city of Hemet in Riverside County is one of the last remaining highway projects in the 1989 Measure A expenditure plan. The project consists of widening the highway to provide standard lane and shoulder widths and a paved median, from Calvert Avenue to California Avenue near the city of Hemet. The design consultant, AECOM, is currently completing the plans, specifications, and estimates, and the Commission is in the process of acquiring the last remaining right of way parcel needed to construct the project. Selection Process A request for qualifications (RFQ) for CM, material testing, and construction surveying services for the project was issued on February 13, 2012, with consultant statement of qualifications (SOQ) due March 5. The Commission Agenda Item 8 25 received four SOQs — Elie Farah, Inc.; RBF; Southstar Engineering and Consulting, Inc.; and Transtech Engineers, Inc. An evaluation committee was appointed to review the SOQs received and to conduct firm interviews. The evaluation committee members included representatives from Commission staff, Bechtel, and Caltrans. Based on the committee's evaluation of written SOQ submittals, and pursuant to the terms of the RFQ, the committee shortlisted two of the four offerors and invited those firms to the interview portion of the evaluation and selection process. The short listed firms included: • RBF • Southstar Engineering and Consulting, Inc. Interviews with the above -referenced firms were conducted on April 5, and, after final scoring by the evaluation committee, RBF was ranked the most qualified firm under the terms of the RFQ. Subsequently, staff negotiated the scope (including the appropriate level of effort, labor categories/mix, etc.), cost, and schedule proposal with RBF for the project services and established a fair and reasonable price. A pre -award audit of RBF's payroll, including overhead rates, and accounting system is unnecessary since there is no state or federal funding on the project. Recommendation Staff recommends award of Agreement No. 12-31-056-00 to RBF to perform CM, materials testing, and construction surveying services for the SR -74 curve widening project, based on the final project scope and cost included with Attachment 1, in the amount of $373,223, plus contingency amount of $37,322 for unanticipated changes, for a total amount not to exceed $410,545. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2012/13 FY 2013/14 Amount: $266,300 $144,245 Source of Funds: 1989 Measure A Western County highway funds Budget Ad ustment: g No N/A GL/Project Accounting No.: 003035 81302 00000 0000 222 31 81302 Fiscal Procedures Approved: \y J E? Date: 06/18/12 Attachment: Draft Agreement No. 12-31-056-00 Agenda Item 8 26 AGREEMENT NO. 12-31-056-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH RBF/BAKER CONSULTING FOR CONSTRUCTION MANAGEMENT, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES FOR THE STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE IN HEMET, CA 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2012, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and RBF/BAKER CONSULTING ("Consultant"), a [ LEGAL STATUS OF CONSULTANT e.g., CORPORATION ]. 2. RE ITAL 2.1 , Onw� fiber 19 '„ got of Rivers! ^e County approved Measure A auth the Ilectior. one- f ?rcent (1/2 `, ) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.2 Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. 2.3 On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. 2.4 Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing construction management, engineering surveying and testing services to public clients, is licensed in the State of California (as necessary), and is familiar with the plans of the Commission. 27 2.5 The Commission desires to engage Consultant to render such services for the Widening of State Route 74 between Calvert Avenue and California Avenue ("Project"), as set forth in this Agreement. 3. TERMS. 3.1 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 professional construction management, engineering surveying and testing services necessary for the Project ("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 Commencement of Services. The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3.3 Term. The term of this Agreement shall be from the date of execution of thic rec. ent ate oC uanc(N -;',71Droceed by the Commission, wl- hever ci first . the Comrssion to Consultant of a Notice of Fi I Acc ta i ,� efin i ra 3:12 be w, or unless earlier terminated as r ✓ided rei z p � Co � ult '"t" sna or .)lete the Sep;: -ices within the term of this Agreemeii. -hall ..feet ar-gAc ier est.i... ed schedul and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 3.4 Commission's Representative. The Commission hereby designates the Commission's Executive Director, 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 authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Representative shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.5 Consultant's Representative. Consultant hereby designates Mike Tylman to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission's 28 Representative 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 Representative. 3.6 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 of Section 3.14. The key personnel for performance of this Agreement are identified in the attached organization chart. 3.7 Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Representative in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as m\ y ut qu u,� �� onnec ('-1 with the event that Commission's Rt \Nesenl tiv( in hiss ole c' cE 'tion, etermines tt ‘, formally submitted work product to e not ir e witl•; the +anc ;;, care e :ablished under this agreement, Cor';-nissio' s I epres to a ma' re uire Consu ant to revise and resubmit the wor. .. . -'cost = the Cc, 'r .,ssion. 3.8 Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 3.9 Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from 29 the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub - consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.10 Opportunity to Cure. 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. 3.11 Inspection of Work. Consultant shall allow the Commission's Representative to inspect or review Consultant's work in progress at any reasonable time. 3.1 Fina`i leter ination by 1 e Commission that Consultant has s tisfacto 1y ; ied th Seri es Lin o unde this Agreement and within the terms t forth )n shall give consultant a written Notice of Final . 'nce Upon 'a pt of sE.>h aotice, Consltant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty -free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 3.13 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by a governmental body. If the Consultant performs any work knowing it to be contrary to the requirements of laws, rules and regulations and without giving written 30 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. 3.14 Termination. 3.14.1 Notice; Reason. Commission may, by written notice to Consultant, terminate this Agreement, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof ("Notice of Termination"). Such termination may be for Commission's convenience or because of Consultant's failure to perform its duties and obligations under this Agreement, including, but not limited to, the failure of Consultant to timely perform Services pursuant to the Schedule of Services described in Section 3.15 of this Agreement. Consultant may not terminate this Agreement except for cause. 3.14.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this A reement, as may have been prepared or accumulated by � ant N man the A vic,�co ��„& b completed or in progress. or onvenience If the termination- is to be for the nce f the _r: nission ktit Commissic. shall compensate Consultant for Services fully and adequately provided through the effective date of termination. Such payment 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 Representative 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. 3.14.4 Effect of Termination for Cause. If the termination is for cause, Consultant shall be compensated for those Services which have been fully and adequately completed and accepted by the Commission as of the date the Commission provides the Notice of Termination. In such case, the Commission may take over the work and prosecute the same to completion by contract or otherwise. Further, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in Section 3.9. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 31 3.14.5 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 3.14.6 Procurement of Similar Services. In the event this Agreement is terminated, in whole or in part, as provided by this Section, the Commission may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.14.7 Waivers. Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 3.15 Schedule and Progress of Services. 3.15.1 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel to perform the Services in ;I (' vVi1.1 ;h cor ions. oidr LU .,iiiiate Consultant's conformance w dule, e C m issio shall resv id to Consultant's submittals in a _st nmissir•i's Representative, Consultant shall rovide a my .re dee,. pled cnedi` P c anticipated .' rformance to meet the Schedule of % ,. 3.15.2 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Representative. 3.15.3 Trend Meetings. Consultant shall conduct trend meetings with the Commission's Representative and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 3.15.4 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 32 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. 3.16 Delay in Performance. 3.16.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 3.16.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 3.16.1, 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 3.16 of an Services under this Agreement may be deyec upor� emu ar ag err hnt of the FArties. Upon such agreement, Con , M s' Scf:_dule ow3.. vices sLv..Ir-. a extended s necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.17 Status of Consultant/Subconsultants. 3.17.1 Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 33 3.17.2 Prevailing Wages. By its execution of this Agreement, Consultant certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Copies of the prevailing rate of per diem wages are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Certified Payrolls are to be submitted whenever required by Prevailing Wage laws. 3.17.3 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, i ui �% wi'IL con, t of th `'' aiigg . riilly attempt to do so shall be null -_id void, inc ny as gneF poth ates or tray ferees shall acquire no right or intere by rea )n , 4fatter tted sig ypott * IL;' h cation or transfer. _:. 4 SL.:jcontra . Cons a ° shall not sucontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. If Consultant wishes to use a firm as a subcontractor which is not specified in the proposal upon which this Agreement was awarded, prior written approval must be obtained from the Commission. The Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Consultant has, as part of its proposal, identified certain companies/firms that will be subconsultants utilized by Consultant ("Subconsultants") for Project delivery. A list of said Subconsultants is attached hereto as Exhibit "C" Part 2 and made a part hereof. The Commission hereby approves the use by Consultant of the Subconsultants identified in Exhibit "C" Part 2. In the event and prior to the replacement of any Subconsultant approved herein, the Consultant shall seek and obtain the Commission's written approval. Exhibit "C" Part 2 also sets forth the rates at which each Subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. The cost of Addition Direct Costs, as defined in exhibit "C," shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit "C" Part 2. 34 Consultant acknowledges that approval of Consultant's utilization of the identified Subconsultants together with the incorporation of Subconsultants' rate schedules and cost proposals into this Agreement shall in no way be construed to create any contractual relationship between any Subconsultant and the Commission. The Subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. In the event that any Subconsultant shall bring any action, claim or proceeding purporting to enforce any right purportedly arising under this Agreement, the Consultant shall be responsible for the Commission's reasonable legal fees without regard to the merits of any such claim. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is aI ILG. . n e ...0 Ivy �tual I ���°"" o� d� �uuments & Data the subcontracto prepar er this \gre %n� 't Co salt reps ent and 1Its that Co ultant has the legal .., right to grant tl ., sive nd peg rc"_ aal licer.�e'.or 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. 3.18.2 lntellectual 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 35 for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owne sul 1111 VVI...h is basis. 1r iouoGQL u any derivative, collective, insurr( ;tional, r s :DplemEtal , k? reatE under this reement. 3.1V) COlfiden:1li�r inn s memoranda pecifications, plans, procedures, dray, I ,�escr€ bons, c muter r g t p �r�.. n data, inpu:4ecord data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.19 Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, its directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this 36 Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, its directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its 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, its directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 3.20 Insurance. under this Agre lent un it has secured al " suran allow any subco ractor. c;nmer insurance requires :;r this ectionh .TIM Siicii tisfactory to ,Addition' on y abcontract u 8ommence work rye Commission that Consultant shall not it it has secured all 3.20.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same types of insurance for the duration of the Agreement. Consultant's insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) if Consultant has employees, Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required 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 and advertising injury and property damage. If General Liability Insurance or 37 includes a general aggregate limit, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Statutory Workers' Compensation limits as required by the applicable Labor Code and Employer's Liability limits of no less than $1,000,000 per accident for bodily injury or disease. 3.20.3 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 $2,000,000 per claim. 3.20.4 Aircraft Liability Insurance. [If applicable] Consultant, prior to the direct or indirect use of any civil aircraft to provide Service under this Agreement, shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit of not less than $5,000,000 per each occurrence. Such insurance shall include coverage for owned, hired and non -owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, its directors, officials, officers, employees, consultants, and agents as additional insure sly < < Serve or op eau pchk. lieu by or on behalf of the Consultan,,,; In aranc-,: En arse` nts The insu,: Vince policies shall contain the folio �%. !._� , lovisiLiis, or . Iultant ; a La provide en ilrsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; 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. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the 38 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. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 3.20.6 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured rE =��«� mud u� u dared end aK, �v by iii , L)fr mission. If the Commission doe not a ro':: the d Jucti' e� ,or se -insured retE tions as presented, Consultant shall uarantE if "� e opt ,n o he ( �;AA sion eviler: (1) the insurer shall reduce or Klimina su de ,tib� , nor �' if i �ured retent ns as respects the Commission, its.. , c rs, officials, c.. cers, c .nj. oyees and agents; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.20.7 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. 3.20.8 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 the right to require complete, certified copies of all required insurance policies, at any time. 3.20.9 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's 39 the rates set fort `! `r t r_ The total compensation set forth in Exh t "C" a Twenty Two Th asand approval of Comn including authorized reimbursements, for all obit % auu-")ed h )e ont', insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 3.21 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.22 Fees and Payment. 3.22.1 Compensation. Consultant shall receive compensation, Services rendered under this Agreement at o ano n 0i -died -Mein by reference. ire : costs plus fixed fee as further rrrr.1 amo :it of Four Hundred ndr 1 N' ety N e Cellars ($422 99), without written 's Ex_utive tor. 3.22.2 Payment of Compensation. Consultant shall submit a monthly itemized 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. Charges specific to each Milestone listed in the Schedule of Services shall be listed separately on an attachment to each statement. Each statement shall be accompanied by a monthly progress report and spreadsheets showing hours expended for each task for each month and the total Project to date. Each statement shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the Consultant's Project Manager or other authorized officer. 3.22.3 Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement as permitted by law or authorized by the Commission. . 40 (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Agreement Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 3.22.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Representative. 3.23 Prohibited Interests. 3.23.1 Solicitation. Consultant maintains and warrants that it has not employed nc t c.t. ; �d aay k_u'. ny o rson, CI'tmQiQ ,u„d fide employee working solely fc• Cons';' -an Ito soli*t or c e this Agreement Further, Consultant • warrants that it not pf d r wit agre o ga ,,,, npany r person, other than a bona fide em ee w kir. . sole for onssui, pt, in fee, conk fission brokers e fee, p y y ; , , percentage, g g..,. . bier c . siderae._r.rontinge t upon or results` g from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 3.23.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.23.3 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. 3.23.4 Covenant Against Contingent Fees. The Consultant represents and warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure 41 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 Section 3.14, 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. 3.23.5 Covenant Against Expenditure of Local Agency, State or Federal Funds for Lobbying. Omitted Intentionally 3.24 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. The Federal Acquisition Regulations in Title 48, CFR 31 shall be the governing factors regarding allowable elements of cost. All such records shall be clearly identifiable. Consultant shall allow a representative of the Commission or any duly authorized representative of the Commission during normal business hours to examine, audit, and make transcripts or copies of any and all ledgers and books of account, invoices, vouchers, canceled checks, and any other records or documents created pursuant to this Agreement. All such information shall be retained by Consultant for at ( `) yca 'follows ermir 3.25 Ec portur, Yv Ems? I�o�r�� ''' Constant represents that it is an equal opport: iity :emplL: er na it sh not discrilinate against any subcontractor, e ,. e or w plican because ofW---..ace, 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. 3.26 Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. As required, Consultant shall cooperate fully with any other consultant engaged by the Commission on the Project. 3.27 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 3.28 Attorneys' Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and, all other costs of such actions. 3.29 Time of Essence. Time is of the essence for each and every provision of this Agreement. 42 3.30 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. 3.31 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: RBF/Baker Consulting 3300 Guasti Road, Suite 100 Ontario, CA 91761 Attn: Mike Tylman 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. attached exhibit ;conflict language, terms rnd cord and obligations Of the art/ s an concerning the ;a ce c' the Se a s. cu' ; N visions of any s set forth it this Agreement, the a nt sha control the actions n of the P `Flies' understanding 3.33 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.34 Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 3.35 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.36 Provisions Applicable When Federal Department of Transportation Funds Are Involved. Omitted Intentionally 3.37 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shalt not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be 43 deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 44 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT above. IN WITNESS WHEREOF, this Agreement was executed on the date first written RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: John J. Benoit Chair Approved as to Form: By: Best Best & Krieger LLP General Counsel RBF/BAKER By: Signature 45 MODEL AGREEMENT - EXHIBIT "A" SCOPE OF SERVICES [ INSERT ] 46 ■ e 1 CONSULTING A ;,4(er Company EXHIBIT "A" SCOPE OF WORK Performance Requirements Construction Management: RBF CONSULTING shall furnish a Project Manager/ Resident Engineer to coordinate RBF CONSULTING operations with COMMISSION. The Project Manager shall be responsible for all matters related to RBF CONSULTING personnel and operations. A Resident Engineer shall be assigned as a single point of contact to direct and coordinate construction activities under this agreement. Other Assistant Resident Engineers may be assigned to specific project responsibilities as needed. The Resident Engineer shall be a Civil Engineer, registered in the State of California. The Resident Engineer shall be in responsible charge of construction activity within the Project. The number of RBF CONSULTING personnel assigned to the project will vary throughout the duration of the agreement. RBF CONSULTING personnel will be assigned, in varying levels of responsibility, as needed by the RBF CONSULTING to meet the project schedule, project requirements, and construction activities. Resumes of personnel shall be submitted to COMMISSION for review and approval prior to assignment to the Project. COMMISSION and RBF CONSULTING will jointly determine the quality and quantity of services that are required by RBF CONSULTING personnel. Personnel selected for assignment by RBF CONSULTING shall be made available for personal interviews prior to acceptance by COMMISSION. If, in the opinion of COMMISSION, an individual lacks adequate experience, the individual may be rejected or may be accepted on a trial basis until such time the individual's ability to perform the required services has been demonstrated. If, at any time, the performance of RBF CONSULTING personnel is unsatisfactory to COMMISSION, COMMISSION may release him/her by written notice and may request another qualified person be assigned. If RBF CONSULTING personnel are on leave of absence, the Project Manager shall provide approved, equally qualified replacement personnel until the assigned personnel returns to the Project. The typical workday includes all hours worked by the construction Contractor. If necessary, overtime for RBF CONSULTING personnel may be required. The construction Contractor's operations may be restricted to specific hours during the week, which shall become the normal workday for RBF CONSULTING personnel. Exhibit A A-1 47 The Project Manager, with concurrence from COMMISSION, shall have the authority to increase, decrease, or eliminate RBF CONSULTING personnel work hours dependent on the schedule and requirements of the construction Contractor. All overtime required by RBF CONSULTING personnel shall be approved and authorized by COMMISSION prior to each occurrence. RBF CONSULTING personnel shall be knowledgeable of and comply with all applicable local, state, and federal regulations. RBF CONSULTING personnel shall cooperate and consult with COMMISSION, State, and City officials during the course of the Project. RBF CONSULTING personnel shall perform duties as may be required to assure that construction is being performed in accordance with the Project plans and specifications. RBF CONSULTING personnel shall keep accurate and timely records and document all work performed by the Contractor and RBF CONSULTING. RBF CONSULTING shall monitor for Contractor's compliance with the labor standards provisions of the projects and the related wage determination decisions of the Secretary of Labor. RBF CONSULTING personnel shall assist COMMISSION and local agencies in obtaining compliance with the safety and accident prevention provisions of the projects. Local agencies will retain jurisdictional control for traffic control. All services required hereunder shall be performed in accordance with California Department of Transportation guidelines, regulations, policies, procedures, manuals, and standards, except as noted in the special provisions. Materials Testing: The number of field testing personnel assigned to the project will vary throughout the duration of the construction contract. RBF CONSULTING personnel will be assigned as needed by the Resident Engineer to meet the schedule of the construction contractor. At least one field technician will be required throughout the construction contract period. At times, additional technicians may be required to provide support for on- going construction activities. The duration of assignments could vary from a minimum of a few days to the full term of the project. RBF CONSULTING personnel will be available within two (2) days of written notification by COMMISSION. The COMMISSION intends to maintain a consistency of material testing quality throughout each phase of each project. RBF CONSULTING is therefore encouraged to provide, where ever and whenever possible, the same field personnel for the duration of construction of the project. Exhibit A A-2 48 On days when work is not performed by the construction contractor, such as rainy or unsuitable weather days, RBF CONSULTING will not provide services unless authorized by the COMMISSION Construction Manager. Resumes of materials testing personnel shall be submitted to COMMISSION for review and approval prior to assignment to the Project. If, at any time, the level of performance of any testing personnel is below expectations, COMMISSION may release that field person and request that another be assigned as needed. If a member of RBF CONSULTING's personnel is on a leave of absence, RBF CONSULTING's project manager will provide an equally qualified replacement employee until the original member returns to work. The replacement employee will meet all the requirements of a permanently assigned employee. All personnel shall be knowledgeable of, and comply with, all applicable local, Caltrans, and federal regulations; cooperate and consult with COMMISSION and local agency officials during the course of the agreement; and perform other duties as may be required to assure that the construction is being performed in accordance with the project plans and specifications. RBF CONSULTING's personnel will keep records and document the work as directed by the Resident Engineer. RBF CONSULTING personnel shall assist COMMISSION and local agencies in obtaining compliance with the safety and accident prevention provisions of the projects. Local agencies will retain jurisdictional control for traffic control. All services required hereunder will be performed in accordance with Caltrans regulations, policies, procedures, manuals, and standards. Construction Surveying: RBF CONSULTING will furnish a surveying crew to perform construction surveys for the project. The same survey crew will provide services throughout the duration of the construction contract. RBF CONSULTING personnel will be assigned as needed by the Resident Engineer to meet the schedule of the construction contractor. It is the intent of COMMISSION to maintain a consistency of construction survey quality throughout each phase of each project. Therefore, RBF CONSULTING is encouraged to provide the same field personnel for the duration of construction. It is important that the Field Party Chief(s) assigned to a project be completely familiar with the survey requirements and the assignments for the project. Construction surveying will not be performed when conditions such as weather, traffic, and other factors prevent safe and efficient operation. Resumes of RBF CONSULTING personnel and certification must be submitted to COMMISSION for review. RBF CONSULTING personnel must be approved by Exhibit A A-3 49 COMMISSION prior to assignment to a project. COMMISSION and RBF CONSULTING will have the responsibility of determining the quality and quantity of work performed by RBF CONSULTING personnel. If, at any time, the level of performance by RBF CONSULTING personnel is below expectations, COMMISSION may release the survey crew member and request that another be assigned. If RBF CONSULTING's survey crew personnel assigned to the project is on a leave of absence, the Project Manager will provide an equally qualified replacement(s) until the original employee(s) returns to work. The replacement will be required to meet all the requirements of the permanently assigned employee. RBF CONSULTING personnel will: • Be knowledgeable of, and comply with all, applicable local, Caltrans, state, and federal regulations. • Cooperate and consult with COMMISSION officials during the course of the agreement. • Perform duties as may be required to assure construction is performed in accordance with the project plans and specifications. • Keep records and document work as directed by the Resident Engineer. All services required hereunder will be performed in accordance with Caltrans regulations, policies, procedures, manuals, and standards. Duties and Responsibilities 1. Pre -construction Services a. Plan Review RBF CONSULTING shall review construction contract documents prior to construction. Tasks include review of plans, specifications, technical reports, Resident Engineer's pending files, and associated items in order to verify completeness and consistency throughout the Project. At minimum, RBF CONSULTING shall check for quantity discrepancies, potential conflicts, constructability, and consistency between plans, specifications and pay items. b. Schedule RBF CONSULTING shall review the proposed Project schedule, compare it to the Project plans and specifications, and provide recommendations to COMMISSION, as appropriate, to ensure efficiency of Contractor and RBF CONSULTING operations and safe and expeditious completion of the Project. Exhibit A A-4 50 c. Budget RBF CONSULTING shall review the Project estimate and provide recommendations to COMMISSION, as appropriate, to ensure efficient utilization of funds and control of project costs. 2. Bid Process a. Bid Documents RBF CONSULTING shall assist COMMISSION, as requested, with the following tasks: 1) Review bid questions and draft responses 2) Review addenda to the bid documents 3) Review of bidder's documents 4) Prepare bid tabulation b. Pre -construction Meetings RBF CONSULTING shall assist COMMISSION in conducting one or more, pre - construction meetings with all involved parties on the Project. Parties may include, but are not limited to, the Contractor, the design engineer, Caltrans, cities, and utility companies. c. Contract Award RBF CONSULTING shall assist COMMISSION, as requested, with the following tasks: 1) Review bid for completeness and responsiveness 2) Perform bid analysis 3) Develop contractor payment schedules, and other procedural items. 4) Check Contractor references, licenses, insurance, and sureties. 5) Coordinate with prospective Contractor for award of construction contract(s). All processes will be consistent with procedures outlined by the California Department of Transportation for Special Funded Programs and relevant Commission procedures. 3. Project Administration a. RBF CONSULTING shall administer project construction contract using Caltrans Construction Manual as a guideline. Exhibit A A-5 51 b. RBF CONSULTING shall conduct regular project coordination meetings with Contractor, COMMISSION, local agencies, and design engineer, as appropriate. c. RBF CONSULTING shall prepare Contractor progress payments and maintain payment records and supporting documentation. All progress payments shall be reviewed by COMMISSION for approval. d. RBF CONSULTING shall establish and maintain Project records. Project record keeping shall include, but are not limited to the following: correspondence, memoranda, contract documents, submittal records, Requests for Information, change orders, claims, COMMISSION and engineer directives, meeting minutes, shop drawings, materials records, survey data, supplementary drawings, and progress payments. RBF CONSULTING shall maintain a record of the names, addresses, and telephone and fax numbers of the Contractor, subcontractors, and principal material suppliers. e. RBF CONSULTING shall establish and maintain a filing system for each Project using the Caltrans Construction Manual as a guideline. f. RBF CONSULTING shall monitor Contractors' construction schedules on an ongoing basis and alert COMMISSION to conditions that may lead to delays in completion of the Project. g- RBF CONSULTING shall prepare and submit a Monthly Project Report (MPR). The MPR shall include construction activity, accomplishments, and status of Requests for Information (RFIs), submittals, current issues, Contract Change Orders (CCOs) and current project budget and schedule. h. RBF CONSULTING shall review and ensure compliance with environmental requirements. j. RBF CONSULTING shall ensure that the Project meets all provisions of the Caltrans Quality Assurance Program Manual. RBF CONSULTING shall review Contractors' certified payroll records and assist COMMISSION with labor compliance. k. RBF CONSULTING shall ensure that the Project meets all provisions of the Storm Water Pollution Prevention Plan (SWPPP). I. RBF CONSULTING shall assure that the Project meets all applicable regulations of the Air Quality Management District (AQMD). Exhibit A A-6 52 4. Construction Coordination a. RBF CONSULTING shall provide a qualified Resident Engineer and other qualified assistant Resident Engineers, as needed to effectively manage the Project. b. RBF CONSULTING Resident Engineer shall act as a single point of contact between Contractor, COMMISSION, RBF CONSULTING's construction surveyor, RBF CONSULTING's materials inspector, and utility companies. RBF CONSULTING may, when requested by COMMISSION, act as point of contact between design engineers, Caltrans, cities, and the public. c. RBF CONSULTING shall maintain regular contact with COMMISSION's Construction Manager. d. RBF CONSULTING shall review Project plans and special provisions for possible errors and deficiencies prior to construction of any specific element and report such findings to COMMISSION. Should COMMISSION determine that changes are necessary, RBF CONSULTING shall prepare CCOs and supporting transmittal memoranda in accordance with construction contract documents and Commission procedures. e. RBF CONSULTING shall monitor, coordinate, and track construction progress to ensure the Project proceeds on schedule and according to the order of work required in the plans and special provisions. RBF CONSULTING shall expedite work, as required, to maintain schedule. f. RBF CONSULTING shall coordinate review of shop drawings and Requests for Information (RFI) with the Construction Manager. RBF CONSULTING shall log and track all submittals and RFIs. g. RBF CONSULTING shall provide a qualified SWPPP coordinator who shall review contractor -prepared Storm Water Pollution Prevention Plans (SWPPP) and coordinate submittals and approval with Caltrans, the Water Board and the COMMISSION. RBF CONSULTING shall cooperate with Caltrans and monitoring agency during inspections and field reviews. h. RBF CONSULTING shall coordinate the implementation of any changes with the Construction Manager and the design engineer. j• RBF CONSULTING shall review and approve Traffic Control Plans and forward to COMMISSION as necessary. RBF CONSULTING shall coordinate all Project construction activities with other on -going projects within and adjacent to the Project limits. Exhibit A A-7 53 5. Construction Inspection a. RBF CONSULTING shall coordinate all required inspections necessary for the Project. RBF CONSULTING shall ensure that appropriate State, County and local agency are notified and present as required throughout the Project. RBF CONSULTING shall notify COMMISSION immediately regarding any directives, recommendations, notices, etc. received from agencies other than COMMISSION. b. RBF CONSULTING shall perform and document daily on -site inspections of the progress and quality of construction to determine if the work being performed is in general conformance with the contract documents, all applicable laws, codes, and ordinances. c. RBF CONSULTING shall exercise reasonable care and diligence to discover and promptly replace, correct, and/or mitigate all defects or deficiencies in the materials or workmanship used in the Project. Any such deficiencies and their resolution shall be reported to COMMISSION d. RBF CONSULTING personnel assigned to the Project shall be thoroughly familiar with Caltrans Special Provisions, Standard Specifications and Caltrans Standard Plans. RBF CONSULTING personnel shall have the ability to read and interpret construction plans and specifications. RBF CONSULTING personnel shall also have knowledge of State of California Construction Safety Orders (CalOSHA) and traffic control practices as specified in the Work Area Traffic Control Handbook (WATCH). In addition, RBF CONSULTING personnel shall be familiar with the construction requirements of the Caltrans Storm Water Pollution Prevention Program. e. Assignments to be performed by RBF CONSULTING personnel shall include, but are not limited to, the following: 1) Inspection of SWPPP, drainage and erosion control; subgrade, aggregate base and paving; traffic staging, signing and striping, and related construction activities. Work shall include coordination of any utility interfacing work, checking grade and alignment of drainage and roadwork elements, construction traffic control, signage and striping, and any other duties that may be required to determine that construction of the Project is being performed in accordance with the contract documents. 2) Identifying actual and potential problems associated with the Project and recommending sound engineering solutions. Exhibit A A-8 54 3) Maintaining awareness of safety and health requirements. Monitoring Contractors' compliance with applicable regulations and construction contract provisions for the protection of the public and Project personnel. 4) Preparing complete and accurate daily reports, engineering calculations, project records, payment quantity documents, reports, and correspondence related to Project activities. Documents shall be sufficient to provide actual cost of force account work. 5) Preparing construction sketches, drawings, and cross -sections, as necessary. 6) Keep contemporaneous records of all additions or deviations from the approved plans for preparation of as -built plans. 7) Providing inspections for environmental compliance. 8) Arranging for lane closures in accordance with Caltrans procedures and coordinate any work with the California Highway Patrol. 9) Maintaining awareness of water discharge requirements. Monitoring Contractors' compliance with applicable regulations and construction contract provisions. 10)Monitoring Contractors' compliance with applicable regulations required by AQMD. 11)Other duties as may be required or reasonably requested. 6. Project Support a. Construction Surveys RBF CONSULTING shall perform construction surveying services, field calculations, and home office calculations to support construction of the project. RBF CONSULTING may be requested to review available survey data, construction plans, and right-of-way plans to confirm compatibility and to identify discrepancies prior to and during construction. The Resident Engineer will assign survey work to the CONSULTANT by issuing a "Request for Survey Services". Requests may include, but not be limited to, the following types of surveys and related services: 1) Construction Surveys Exhibit A A-9 55 RBF CONSULTING shall assist the Resident Engineer in all phases of construction staking and calculations as needed. Survey calculations and adjustments shall be performed with established and computed coordinates based on the California Coordinate System. Cross-section data collection shall be performed by conventional and terrain line interpolation survey methods. Survey data will include topography, cross-section, and other survey data in computer formats compatible with the Caltrans computer survey and design systems. Prepare and maintain survey documents. Survey documents include survey field notes, maps, drawings, and other survey documents. Perform construction staking, including (where required) but not limited to: • Utility locations • Clearing limits • Slope staking • Storm drain, sanitary sewer, and irrigation systems • Drainage structures • Curbs, gutters, and sidewalk • Rough grade • Finish grade Monitor for settlement, if required Global Positioning Satellite (GPS) equipment shall be made available if required by the COMMISSION 2) Right of Way Lines Existing right of way will be established from Caltrans' record information, existing monumentation and information from right-of-way maps. • Perpetuate existing monumentation. Includes restoring, renewing, referencing, and resetting existing boundary related monumentation. In addition, stake areas where construction disturbs the existing right of way, preparing and filing required maps and records. • Final monumentation. Includes setting of centerline points of control upon completion of construction. 3) Special Design — Data Surveys Exhibit A A-10 56 Includes drainage, utility, and surveys that might be required for special field studies. b. Materials Testing and Geotechnical Services RBF CONSULTING will provide experienced personnel, equipment, and facilities to perform various construction materials sampling and testing. Laboratory and field materials testing will be used to ensure that roadway construction work conforms to California State Department of Transportation (Caltrans) standards, specifications, and special provisions for material quality and workmanship. All field and laboratory testing shall be performed in accordance with California Test Methods. RBF CONSULTING will be responsible for the accuracy and completeness of all test data compilation and results. c. Permits RBF CONSULTING shall review the project for permit compliance and coordinate with COMMISSION and the design engineer to ensure that necessary permits are obtained. RBF CONSULTING shall assist COMMISSION in the coordination, timely processing and verification of approval for all permits. RBF CONSULTING shall maintain permits and permit documentation on site. 7. Cost and Schedule a. RBF CONSULTING shall monitor and track the following: 1. Contract pay item quantities and payments 2. Contract change orders 3. Supplemental work items 4. Agency and/or State furnished materials 5. Anticipated extra work balance 6. Contingency balance 7. Project budget b. RBF CONSULTING shall review and monitor Contractor's schedule and inform COMMISSION of any significant changes or deviations in the schedule. c. RBF CONSULTING shall provide and maintain a Project staffing plan of field office personnel. In cooperation with COMMISSION, the staffing plan shall be periodically updated to reflect Project progress and needs. Exhibit A A-11 57 8. Contract Change Orders and Claims a. RBF CONSULTING shall receive and evaluate requests for changes and/or substitutions by the Contractor. RBF CONSULTING shall coordinate proposed changes with the COMMISSION's Construction Manager and shall prepare and submit Contract Change Orders to the COMMISSION for approval accompanied by RBF CONSULTING's Transmittal Memo describing background information, reasons for the change and proposed method of payment and/or adjustment of contract time. RBF CONSULTING shall convey proposed changes to Caltrans Oversight Engineer, design engineer, or other project stakeholders as requested by the Commission. b. RBF CONSULTING shall attempt to avoid all unnecessary Contract Change Orders. When a Contract Change Order is necessary, RBF CONSULTING shall consult with COMMISSION prior to its preparation. Unless directed otherwise by COMMISSION, the preferred method of payment for Contract Change Orders should be as follows: 1. Agreed Price 2. Adjustment in compensation to a bid item 3. Time and materials or Force Account c. RBF CONSULTING shall attempt to identify all potential claims, track and monitor unresolved claims, and implement a claims avoidance processes. d. RBF CONSULTING shall assist COMMISSION, as requested, in the identification, resolution, and final disposition of claims filed by the Contractor or third parties against COMMISSION or the Project. 9. Safety In addition to the requirements specified elsewhere in this contract, the following shall also apply: a. RBF CONSULTING shall implement and conduct a comprehensive safety program including regular tail -gate safety meetings for RBF CONSULTING'S personnel. RBF CONSULTING shall provide monthly RBF CONSULTING status of safety reports. b. RBF CONSULTING shall comply with State of California Construction Safety Orders and provisions of the Caltrans Construction Manual. c. RBF CONSULTING shall provide appropriate safety training for all RBF CONSULTING field personnel. Exhibit A A-12 58 d. RBF CONSULTING shall provide all necessary safety equipment as required for RBF CONSULTING personnel. 10. Project Close Out a. RBF CONSULTING shall prepare a list of items to be completed and/or corrected by the Contractor for final completion of the Project. b. RBF CONSULTING shall review and verify completeness of as -built drawings. c. RBF CONSULTING shall conduct a final walk-through with COMMISSION, Caltrans Contractors, and design engineers. d. RBF CONSULTING shall prepare final construction reports including the Project Completion Report. e. RBF CONSULTING shall prepare and deliver to COMMISSION all project files in accordance with COMMISSION'S and Caltrans policies. f. RBF CONSULTING shall assist COMMISSION and Contractor in obtaining final release of all project permits. DELIVERABLES a. Correspondence to/from Contractor, Resident Engineers' daily reports, Assistant Resident Engineers' daily reports, and extra work diaries. b. Monthly Project Reports. c. RFI submittals and responses d. Monthly Construction Contract progress payments, back-up documentation, and support information as requested. e. Contractor final payment documents, delivered to COMMISSION no later than ten (10) working days after acceptance by COMMISSION of the completed construction projects. f. Project Completion Report. g. All project files, project reports, correspondence, memoranda, shop drawings, project logs, change order data, claims and claim reports, and Contractor payment records. Exhibit A A-13 59 h. Certified payrolls and fringe benefit statements for all employees, RBF CONSULTING and Contractor, who are subject to the State and/or Federal prevailing wage rates. All material test results will be provided in accordance with the applicable Standard Specifications and Special Provisions, and California Test methods. Failing tests will be immediately reported internally to the Resident Engineer. All test results will be recorded on the appropriate forms. The test documents will be legible and show the identity of the tester where appropriate. A summary sheet containing all results of a particular regime of tests shall be developed and kept current. Unless otherwise specified in the survey request, the deliverables shall conform to the following: 1. Survey points, lines, and monuments shall be established, marked, identified, and referenced as required by survey request and requirements herein. 2. Survey notes, drawings, calculations, and other survey documents and information shall be completed as required by the survey request and the requirements herein. k. All original survey documents resulting from this agreement, including original field notes, adjustment calculations, final results, and appropriate intermediate documents, shall be delivered to the Resident Engineer and shall become the property of COMMISSION. A copy of all survey documents furnished by COMMISSION shall be retained by RBF CONSULTING for future reference. When the survey is performed with a total station survey system, the original field notes shall be a hard copy in a readable format of the data (observations) as originally collected and submitted by the survey party. The hard copy shall be signed by the Party Chief. If the Party Chief is not licensed, the person in "responsible charge" will be required to sign. Deliverables to the Resident Engineer shall follow the format specified below: j• • Horizontal Control • Alpha numeric hard copy point listing with adjusted California Coordinate System northing and eastings and the appropriate descriptions. • Vertical Control • Alpha numeric hard copy benchmark listing with adjusted elevations compatible with the design datum. Topography Exhibit A A-14 60 • Alpha numeric hard copy listing, hard copy drawing, and computer aided drawing and design (CADD) digital drawing. The CADD drawing shall be compatible with the systems utilized by Caltrans. Data collection method used to collect cross-section data and the coding (feature description) of terrain data for cross -sections shall conform to the survey request requirements. Deliverables shall depend on the data collection method as follows: • Conventional Cross — Sections (each cross — section): For each cross - section and alpha numeric listing, a hard copy drawing, and a computer formatted file compatible with the systems utilized by Caltrans. • Terrain Line Interpolation Cross — Section Data (each terrain line interpolation survey): Terrain line interpolation cross — sections shall include an alpha numeric listing, a hard copy plan view drawing of the terrain lines, and a computer input file. The computer input file shall be provided in a format compatible with the systems utilized by Caltrans. m. Data Collector Data If specified in the survey request, the raw data from the data collector shall be provided in a format conforming to the survey request requirements n. Other As specified in the survey request. Equipment and Materials to be provided by RBF CONSULTING 1. RBF CONSULTING will provide office space, telephones, desks, chairs, computers, and appropriate office equipment. One (1) office with a desk, chair, telephone, and computer will be reserved for the COMMISSION. 2. RBF CONSULTING shall provide all necessary equipment including software, materials, supplies, miscellaneous tools, and safety equipment required for its personnel to perform the services accurately, efficiently, and safely. Only those items listed in Attachment B, RBF CONSULTING Cost Proposal, shall be reimbursed by COMMISSION. 3. RBF CONSULTING personnel shall be provided with vehicles suitable for the location and nature of the work involved. Vehicles shall be equipped with flashing yellow lights, either permanently or temporarily affixed. Exhibit A A-15 61 4. RBF CONSULTING personnel shall be provided with a mobile radio, cellular phone, or other means to assure full-time communication. If a radio system is to be used, RBF CONSULTING shall provide a base station at the field office. 5. RBF CONSULTING personnel shall be provided with all applicable standard plans, specifications, and other standards as appropriate (see item G below). 6. For Materials Testing, RBF CONSULTING and its staff will be fully equipped at all times to perform the services required, including but not limited to the following: a. An on -site mobile laboratory or laboratory in close proximity to the project will be required. The type and location of the lab should be such that it can meet the needs of the project in an efficient, time effective manner. The laboratory is to be fully staffed, equipped, and supplied to conduct all required soils, materials, and concrete breaking tests in a timely manner. b. RBF CONSULTING's personnel shall be provided with radios, mobile phones, or other means to assure full-time communication. RBF CONSULTING vehicles will have flashing lights, visible from the rear, with a driver control switch. Vans without side windows will not be used. COMMISSION furnished magnetic logos will be affixed to each side of the vehicle at all times the vehicle is being used for the work under this agreement. Each vehicle shall be fully contained with all necessary equipment and supplies necessary to perform the field sampling and tests required. c. Field personnel shall be provided with all necessary safety equipment to permit work to be performed safely and efficiently within operating highway and construction zone environments. d. All equipment shall be calibrated per Section 3-10 and 3-11 of Ca!trans' Quality Assurance Program Manual. 7. For construction surveying, RBF CONSULTING and staff shall have adequate equipment and supplies to complete the required survey work. Equipment and supplies shall, include, but not be limited to: a. Survey Vehicles Survey vehicles will be suitable to perform the required work encountered on the project. Vehicles shall be fully equipped with all necessary tools, instruments, supplies, and safety equipment required to perform the work Exhibit A A-16 62 accurately, efficiently, and safely. Vehicles shall be equipped with a flashing yellow beacon light. h, Data Processing Systems Data processing systems shall include hardware and software to: • Performing survey and staking calculations from the design plans and specifications; • Reduce survey data collected with conventional and total station survey systems; • Perform network adjustments for horizontal and vertical control surveys; • Format survey data to be compatible with the Caltrans computer survey and data system. c. Drafting equipment and supplies. d. Digital calculators. e. Hand tools as appropriate for the requested survey work. f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height (minimum). g. Traffic control devices as required to perform the requested survey work. Traffic control devices include signs, sign bases, flags, and hand held signs. h. Leveling instruments and equipment: • Self -leveling level. Precision: standard deviation in one mile of double run leveling 0.005 feet or less. • Suitable level rods for the work to be performed. Distance measuring instruments and equipment: • Electronic distance measurer (EDM). Precision: standard deviation 3 mm plus 3 PPM, or less; Range: Minimum one mile under average atmospheric conditions. • Prisms, sufficient to perform the required work. • Tapes; steel, cloth. Angle measuring instruments and equipment: • Theodolite for non -control surveys; Precision: direct circle reading to three seconds, or equivalent, horizontal and vertical. Exhibit A A-17 63 Targets as required to perform the work. k. When required for efficient survey operations, total station survey systems consisting of an electronic angle measuring instrument, EDM, and electronic data collector shall be provided. The angle measuring instruments and EDM shall conform to the requirements for the equipment previously listed. Radio or cellular communications equipment for communication between field office and field crews. m. Caltrans manuals, standards, forms, and other policies and procedures to be followed to perform the required work. Materials to be Furnished by Commission 1. COMMISSION will provide copies of all Project construction documents including plans, special provisions, reports, designer prepared Resident Engineer files, and contracts. 2. COMMISSION will provide copies of all previously secured permits and Project authorizations. 3. Appropriate forms for recording test data in accordance with Caltrans practices and procedures outlined in the "Manual of Test". 4. Magnetic COMMISSION logos to be affixed to RBF CONSULTING vehicles. Standards All construction inspection, surveys, materials sampling and testing, and contract administration shall be in accordance with the Project bid documents, special provisions, plans, and current Caltrans Manuals including: 1. Construction Manual and its revisions 2. Quality Assurance Program Manual 3. Manual of Traffic Controls for Construction and Maintenance Work Zones 4. Caltrans Standard Specifications and Standard Plans 5. Caltrans Storm Water Pollution Prevention Plan (SWPPP) and Water Pollution Control Program (WPCP) Preparation Manual Exhibit A A-18 64 6. Manual of Test (3 volumes) 7. Survey Manual 8. District 8 Standard Staking Procedures Manual Work not covered by the manuals shall be performed in accordance with accepted professional standards. Surveys performed by RBF CONSULTING shall conform to the requirements of the Land Surveyor's Act. In accordance with the Land Surveyor's Act, "responsible charge" for the work shall reside with the Licensed Land Surveyor or a pre -January 1, 1982, Registered Professional Civil Engineer in the State of California. Unless otherwise specified in the survey request, control surveys shall conform to second order (modified) accuracy standards as specified in the Caltrans "Survey Manual". Additional standards for specific survey work may be included in the applicable request for survey. Such standards supplement the standards specified herein. If additional standards conflict with the standards specified herein, the "Survey Request's" standard shall govern. The COMMISSION will decide all questions which may arise as to the quality or acceptability of deliverables furnished and work performed for this agreement. Any RBF CONSULTING employee who does not perform adequately will be replaced if directed by the COMMISSION Construction Manager. Availability and Work Hours The typical workday includes all hours worked by COMMISSION's construction Contractor. The construction Contractor's operations may be restricted to specific hours during the week, which will become the normal workday for RBF CONSULTING's personnel. On days when work is not performed by the construction contractor, such as rainy or unsuitable weather days, RBF CONSULTING services will not be provided unless authorized by the COMMISSION Construction Manager. Unless otherwise directed by COMMISSION, the normal work week will consist of 40 hours. From time to time, overtime may be required. However, overtime will be worked only when approved in writing by COMMISSION. Limitations to Authority RBF CONSULTING does not have the authority to: Exhibit A A-19 65 1. Authorize deviations from the contract documents. 2. Approve substitute materials or equipment; except as authorized in writing by COMMISSION. 3. Conduct or participate in tests or third party inspections; except as authorized in writing by COMMISSION. 4. Assume any of the responsibilities of the Contractors, Contractors' Superintendent, or subcontractors. 5. Exercise control over or be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions. 6. Communicate directly with subcontractors or material suppliers without the prior consent of the Contractor. 7. Verbally authorize or approve change orders or extra work for the Project. 8. Offer or receive incentives, inducements, or other forms of enumeration to or from the Contractor to perform services or work outside the terms of any executed contracts for this Project. Third Party Relationships This Agreement is intended to provide unique services for a specific project. In the development of the Project, COMMISSION has worked closely with Caltrans and others in the preparation of the construction documents and other Project related materials. COMMISSION, however, is solely responsible for and will be the sole point of contact for all contractual matters related to the Project. RBF CONSULTING shall take direction only from COMMISSION and shall regularly inform only COMMISSION of Project progress, outstanding issues, and all Project related matters. During the course of the Project, RBF CONSULTING may find occasion to meet with City, County or Caltrans representatives, the design engineer, Project RBF CONSULTINGs, or other third parties who have assisted with the Project. These entities may, from time to time, offer suggestions and/or recommendations regarding the Project or elements of the Project. While COMMISSION enjoys a close relationship with and has considerable confidence in the capabilities of these other parties, RBF CONSULTING shall not act on any suggestions, solicited or unsolicited, without obtaining specific direction from COMMISSION. All oral and written communication with outside agencies or RBF CONSULTINGs related to the project shall be directed only to COMMISSION. Distribution of Project Exhibit A A-20 66 related communication and information shall be at the sole discretion of COMMISSION representatives. Construction Site Safety In addition to the requirements specified elsewhere in this agreement, the following also will apply. 1. RBF CONSULTING will conform to the safety provisions of the Caltrans Construction Manual 2. RBF CONSULTING's field personnel will wear white hard hats with proper suspension, orange vests with reflective tape, sleeved shirt, long pants, and leather boots with ankle support and rubber soled shoes at all times while working in the field. 3. RBF CONSULTING will provide appropriate safety training for all RBF CONSULTING's personnel. 4. All safety equipment will be provided by RBF CONSULTING. Basis for Survey and Monument Staking Survey shall be based upon existing Caltrans horizontal and vertical control and existing pavement elevations. Monuments established by RBF CONSULTING shall be marked by RBF CONSULTING with furnished disks, plugs, tags. In addition, RBF CONSULTING shall identify RBF CONSULTING established monuments by tagging or stamping the monuments with the license or registration number of RBF CONSULTING'S surveyor who is in "responsible charge" of the work. Personnel Qualifications and Responsibilities The quantity and qualifications of field personnel to be assigned will be determined by the scope of the Project and the degree of difficulty of required tasks to be performed. All personnel and personnel assignments shall be subject to approval by COMMISSION. Exhibit A A-21 67 MODEL AGREEMENT - EXHIBIT "B" SCHEDULE OF SERVICES [ INSERT ] 68 RCTC-C onstruction Manageme nt S ervices SR -74 Wid eni ng B etween Calv ert Ave. and Califor nia Avenue 5/29/2012 v1 LABOR LOADIN G CHART Full Time Equivalents 2,5 2.25 2 .00 1 .75 1.50 1.25 1 .00 0.75 o.50 0.25 fi N � ( liffSiqiiRisi J ul -12 Aug -12 S ep -12 Oct -12 Nov -12 D ec -12 Jan -13 Feb -13 Mar -13 Apr -13 M ay -13 Ju n -13 Jul -13 Aug -13 Sep -13 Preconstr ucti on S er vices Bid Process A ward CM Services Duri ng Constr uctio n Protect Close Out Po sition Name C ompany PM /Resident Engineer Abott Alahmad PE RBF Consulting Assistant Resident Engineer Bill Seitz PE, QSD, ACI R BF Consulting Roadway Inspector Chuck Wachter RBF Co nsulting Roadway Inspector Bryan Tuschhoff, Q SP RBF Consulting Electrical Inspector Pat Shen R BF Cons ulting 2 Man Survey Crew TBO RBF Consulting Con struction Techn ician No ra Doyle RBF Con su lting Utility Co ordin ation Mark Doty RBF Co nsu lting Pro ject Controls/Scheduling Lauren Je ntze n E1T. RBF Consulting Co ntracts/C laims Jerome Ruddins , OSP RB F Co nsulting Licensed Su rveyo r Larry Truman PLS RBF Consulting SWPPP Coo rdinato r Greg Gomez EIT,O SP RBF Consu lting Labor Compliance Pat Hanity BIT RBF Consulting Public Outreach Jensen & Staff MBI Media Mate rials Testing Ge rber & Staff Twin in g Total Hours is • • CONSULTING A 1>X6C+i`;`;. Company FY 2012 FY 2013 lui-12 2 A ug -12 3 Sep -12 4 Oct -12 Nov -12 D ec -12 7 Ja n -13 8 F eb -13 9 Mar -13 10 Apr -13 11 M ay -13 12 Jun -13 13 Jul -13 14 Aug -13 15 S ep -13 60 12 66 4 60 170 170 170 157 11 80 16 7 12 120 120 120 120 10 40 15 40 15 32 16 40 4 2 4 4 4 12 4 24 30 4 4 12 4 12 60 4 4 12 4 4 4 20 6 4 4 80 116 Tot al 972 38 480 40 168 12 2 12 32 20 40 62 302 83 27 0 0 98 68 0 16 448 426 451 448 11 96 16 2188 69 MODEL AGREEMENT - EXHIBIT "C" COMPENSATION AND PAYMENT [ INSERT 1 70 EXHIBIT "C" COMPENSATION AND PAYMENT For the satisfactory performance and completion of the Services under this Agreement, the Commission will pay the Consultant compensation as set forth herein. 1. ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which terms are defined as follows: 1.1.1 DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in Section 2, below.) 1.1.2 MULTIPLIER The Total Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs for Home Office is 1.4879, for Field Office, 1.4335, and is the sum of the following components: 1.1.2.1 Direct Salary Costs (DS) 1.0 1.1.2.2 Payroll Additives (PA) RBF Home Office 0.4879 RBF Field Office 0.4335 The decimal ratio of Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. Exhibit C C-1 71 1.1.2.3 Overhead Costs (OC) RBF Home Office 1.1406 RBF Field Office 0.7743 Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. 1.1.2.4 Profit (P) 10% Profit is a decimal multiplier applied to the sum of Direct Salary Costs, the Payroll Additive Costs, and Overhead Costs. Total Multiplier RBF Home Office 2.6285 RBF Field Office 2.2078 (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) 1.2 FIXED FEE. 1.2.1 The Fixed Fee is the Profit as determined in Section 1.1.2.4. The Maximum Fixed Fee under this Agreement shall not exceed $ without written approval of the Commission's Executive Director. 1.2.2 A pro -rata share of the Fixed Fee shall be applied to the total Direct Labor Costs expended for services each month, and shall be included on each monthly invoice. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the Services shall be reimbursed at the rates below, or at actual invoiced cost. ITEM REIMBURSMENT RATE Rental Car Actual Cost Travel Actual Cost Photocopies (B & W) Actual Cost Photocopies (Color) Actual Cost Per Diem Actual Cost Car Mileage Current IRS Rate Laptop $75.00/ Month Cell Phone $75.00/ Month Vehicle Lease & Fuel $800.00/ Month Other Reprographic Services Actual Cost Postage/ Shipping Actual Cost Courier Services Actual Cost Other Rentals, Supplies, Purchases Actual Cost Exhibit C C-2 72 Travel by air and travel in excess of 100 miles from the Consultant office nearest to the Commission's office must have the Commission's prior written approval to be reimbursed under this Agreement. 2. DIRECT SALARY RATES. Direct Salary Rates, used in determining Direct Labor Costs in Section 1.1 above, are provided below and are subject to the following: 2.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in paragraph 1.1.2 above. 2.2 Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Consultant's adjustments to individual compensation provided that payment rate adjustments for this agreement shall be confirmed in writing by the Commission's representative. The Consultant shall notify the Commission in writing prior to a requested change in the range of rates prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES Project Manager/Resident Engineer $ 70.00 - $ 90.00/hour Office Engineer $ 50.00 - $ 70.00/hour Construction Inspector $ 45.00 - $ 65.00/hour Construction Technician $ 25.00 $ 40.00/hour Scheduling / Claim Review $ 50.00 - $ 90.00/hour Licensed Surveyor $ 60.00 - $ 75.00/hour 2 Person Survey Crew $ 80.00 - $ 110.00/hour 2.3 The above rates are for the Consultant only. All rates for sub consultants to the Consultant will be in accordance with Consultant's cost proposal. Exhibit C C-3 73 3. INVOICING. 3.1 Each month the Consultant shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the Commission's Executive Director with two (2) copies to the Commission's Construction Manager. 3.2 Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the Commission's Representative. 3.3 Base Work and Extra Work shall be charged separately, and the charges for each task listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Consultant under this Agreement shall be listed separately on an attachment to the invoice. 3.4 A charge of $500 or more for any one item of Cost of Other Direct Costs shall be accompanied by substantiating documentation satisfactory to the Commission such as invoices, telephone logs, etc. 3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. 3.6 Each invoice shall indicate payments to DBE sub consultants or supplies by dollar amount and as a percentage of the total invoice. 3.7 Each invoice shall include a certificate signed by the Consultant's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed Title Date Invoice No. 4. PAYMENT. 4.1 The Commission will pay the Consultant within four to six weeks after receipt by the Commission of an original invoice. Should the Commission contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance will be paid. 4.2 The final payment for Services under this Agreement will be made only after the Consultant has executed a Release and Certificate of Final Payment. Exhibit C C-4 74 TWINING POSITION OR CLASSIFICATION Project Manager Technical Advisor Senior Engineer Project Engineer Quality Control Inspector Account Coordinator RANGE OF HOURLY RATES $50.00 to $75.00 $50.00 to $70.00 $50.00 to $70.00 $35.00 to $50.00 $35.00 to $ $15.00 to $30.00 Exhibit C C-6 75 EXHIBIT "C" Part 3 COST SUMMARY Company Position Name Hours Cost RBF Consulting PM/Resident Engineer Abbott Alahmad PE 972 $ 177,487.20 RBF Consulting Assistant Resident Engineer Bill Seitz PE, QSD, ACI 38 $ 6,688.00 RBF Consulting Roadway Inspector Chuck Wachter 480 $ 58,300.00 RBF Consulting Roadway Inspector Bryan Tuschhoff, QSP $ - RBF Consulting Electrical Inspector Pat Shen 40 $ 5,456.00 RBF Consulting 2 Man Survey Crew TBD 168 $ 41,580.00 RBF Consulting Construction Technician Nora Doyle 12 $ 858.00 RBF Consulting Utility Coordination Mark Doty 2 $ 253.00 RBF Consulting Project Controls/Scheduling Lauren Jentzen EIT 12 $ 1,095.60 RBF Consulting Contracts/Claims Jerome Ruddins, QSP 32 $ 7,779.20 RBF Consulting Licensed Surveyor Larry Truman PLS 20 $ 3,828.00 RBF Consulting SWPPP Coordinator Greg Gomez EIT,QSP 40 $ 5,236.00 RBF Consulting Labor Compliance Pat Hanify EIT 8 $ 765.60 MBI Media Public Outreach Jensen & Staff 62 $ 6,994.00 Twining Materials Testing Gerber & Staff 302 $ 39,002.00 ODC's $ 17,900.00 Total 2188 $ 373,222.60 Exhibit C C-7 76 MODEL AGREEMENT - EXHIBIT "D" CERTIFICATE OF COMMISSION I HEREBY CERTIFY that I am the of the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, and that the consulting firm of or its representative has not been required (except as herein expressly stated), directly or indirectly, as an express or implied condition in connection with obtaining or carrying out this Agreement to: (a) employ, retain, agree to employ or retain, any firm or person; or (b) pay or agree to pay, to any firm, person or organization, any fee, contribution, donation, or consideration of any kind. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this Agreement involving participation of federal -aid Highway funds, and is subject to applicable State and Federal laws, bo urinal and-ci41.;. Name Title Date 77 AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: June 25, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Fiscal Year 2012/13 Agreements for Regional Rideshare Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 12-41-111-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission's continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services, regional ridematching services, and operation of an Inland Empire 511 (1E51 1) system for FY 2012/13; 2) Approve the following FY 2012/13 agreements for regional ridematching services: • Agreement No. 09-41-075-03, Amendment No. 3 to Agreement No. 09-41-075-00, with the Los Angeles County Metropolitan Transportation Authority (Metro); • Agreement No. 11-41-139-01 and No. 11-41-139-02, Amendment No. 1 and No. 2 to Agreement No. 11-41-139-00, with the Orange County Transportation Authority (OCTA); and • Agreement No. 06-41-082-07, Amendment No. 7 to Agreement No. 06-41-082-00, with the Ventura County Transportation Commission (VCTC) for regional ridematching services; 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: Since 1993, SANBAG has contracted with the Commission to develop, implement, and manage a commuter assistance program (CAP) for San Bernardino County commuters. The program consists of several projects: • The first, Rideshare Incentives, developed as a sister incentive project to the Commission's Measure A commuter incentive project, focuses on encouraging solo drivers to try alternative commute modes. Agenda Item 9 78 • RidesharePlus, modeled after the Commission's rideshare rewards program, provides Entertainment© discounts to local and national merchants for long-term ridesharers. • Inland Empire Commuter Services (IECS) was jointly established by SANBAG and the Commission in FY 1995/96 when it was determined by the two agencies that the Inland Empire would assume direct responsibility for the provision of local employer rideshare services. IECS provides various services to employers in the bi-county area including the provision of marketing promotions, rideshare survey processing, technical assistance, employer network meetings, and newsletters. • In FY 2002/03, the Commission and SANBAG began providing Ridematching and Information Services directly. • In FY 2009/10, /E511 was implemented to provide traveler information to Riverside and San Bernardino County commuters. In partnership with SANBAG, a FY 2012/13 work plan and budget for continuation of SANBAG's CAP and the ongoing maintenance and operation of a 511 travel information services system was developed by Commission staff. The proposed agreement between SANBAG and the Commission is scheduled to be presented at the next SANBAG Board meeting following approval of the agreement by the Commission. Staff is seeking Commission approval for an agreement with SANBAG for a total not to exceed amount of $1.8 million to be reimbursed to the Commission. The Commission's role in transportation demand management also extends beyond the boundaries of the Inland Empire. Since 2002, the Commission has led the way in implementing, operating, and maintaining the regional rideshare database (regional database) to support a coordinated and efficient ridematching service throughout a five -county region. Specifically, this entails processing commuter surveys, data retrieval, project reporting, rideguide generation, networksecurity, system maintenance, and operation through transportation demand management consultants and ridematching software vendors. In February 2012, the Commission approved an agreement with Basetech for the provision and hosting of new ridematching software. The transition from the current rideshare software to Basetech's software is scheduled to occur at the beginning of 2013. Metro, OCTA, SANBAG, and VCTC have contracted with the Commission for the administration of the regional database for the past 10 years. Funding of the regional ridematching system is split among the five county transportation commissions based on the population percentage split as defined by the most recent census. SANBAG's portion of this work is included in the rideshare/IE511 agreement discussed above. Metro and VCTC are in the process of amending and seeking approval of their respective agreements with the Commission to extend the term through FY 2012/13. OCTA is in the process of amending the .current Agenda Item 9 79 agreement with the Commission to extend the term through December 31, 2012, and then enter into another amendment that reflects the change in the rideshare software provider for the balance of FY 2012/13. Staff is seeking Commission approval to enter into these agreements with Metro, OCTA, and VCTC for FY 2012/13 services provided by the Commission for an aggregate amount not to exceed $228,337 as reimbursements to the Commission. Financial Information In Fiscal Year Budget: Yes Year: FY 2012/13 Amount: $2,028,337 Source of Funds: SANBAG, Metro, OCTA and VCTC funds Budget Ad ustment: g No 002111 002112 632113 002139 002146 002178 002182 002188 GLA No.: 002191 416 41605 0000 263 41 41203 452124 416 41605 0000 202 45 41203 Fiscal Procedures Approved: \y/ 4, Date: 06/18/12 Attachments: 1) FY 2012/13 SANBAG Agreement and Scope of Work 2) FY 2012/13 Regional Ridematching Services Scope of Work Agenda Item 9 80 ATTACHMENT 1 AGREEMENT C12553 BY AND BETWEEN SAN BERNARDINO ASSOCIATED GOVERNMENTS AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2012/2013 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS THIS AGREEMENT ("Agreement") is entered into as of this 1st day of July 2012, in the State of California by and between SAN BERNARDINO ASSOCIATED GOVERNMENTS, referred to herein as "SANBAG," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC." WHEREAS, SANBAG approved allocation of Measure 1 - Valley Traffic Management Systems (VTMS) funds, and Victor Valley Traffic Management Systems funds, and Safe, Accountable, Flexible, Efficient Transportation Equity Act — A Legacy to Users (SAFE - TEA LU) Congestion Mitigation and Air Quality (CMAQ) funds, the allocation of SAFE -TEA LU (initially approved in October of 2005 by SANBAG board), to provide trip reduction services as well as incentives for the commuter programs. WHEREAS, SANBAG receives SAFE -TEA LU and other federal funds and may use these funds to reimburse RCTC for its services in performing Employer and Commuter Trip Reduction/Rideshare Services. WHEREAS, SANBAG requires professional and consulting services with respect to the provision of commuter services and programs within San Bernardino County. WHEREAS, RCTC has managed the bi-county Inland Empire Commuter Services program since November 3, 1993, and has the expertise and resources necessary to manage such services for SANBAG. NOW, THEREFORE, the parties agree as follows: A. Contract Services. 1. RCTC will administer, market, and implement a commuter services and 511 programs in coordination with RCTC's commuter services program and in coordination with the regional ridesharing core services program in compliance with and as specified in the scope of work, Attachment "A," attached hereto and incorporated herein by reference. 2. RCTC shall provide program administration and oversight and assure that its consultants and/or staff performs its services within the budgets set forth in 81 the scope of work, Attachment "A." 3. RCTC shall provide SANBAG with a monthly statistical report of progress relative to tasks identified in the scope of work, Attachment "A" to this Agreement, in such detail as SANBAG may reasonably require. 4. SANBAG shall timely respond to RCTC on matters requiring RCTC to coordinate with SANBAG, as set forth in Attachment "A". B. Compensation. 1. It is understood that SANBAG funding for the program under this Agreement will not exceed one million eight hundred thousand, and no cents ($1,800,000.00) and is being provided from the following sources: (a) One million five hundred and ninety-three thousand, five hundred and forty dollars and no cents ($1,593,540) from CMAQ funds, and (b) Two hundred and six thousand, four hundred, sixty dollars and no cents ($206,460.00) from San Bernardino County local '/2 cent sales tax, Measure I -Valley Funds. 2. SANBAG receives SAFETEA-LU and other federal funds and may use these funds to reimburse RCTC for its services in performing Employer and Commuter Trip Reduction/Rideshare Services. 3. It is agreed that SANBAG Measure 1 Funds will reimburse RCTC for the cost of purchasing any items not reimbursable by CMAQ, and invoices submitted to SANBAG shall clearly delineate CMAQ non -reimbursable expenditures. It is agreed that in the event sufficient funds from the sources set forth in (a) and (b) above do not become available to SANBAG for this Agreement, SANBAG may immediately terminate this Agreement with written notice, but shall pay to RCTC from other sources any amounts required to cover RCTC's costs to the date of Agreement termination. 4. SANBAG shall pay RCTC on a cost -reimbursement basis, based upon invoices which delineate charges based on tasks identified in the scope of work, Attachment "A." All invoices shall be provided to SANBAG no more frequently than on a bi-monthly basis and no less than a quarterly basis. All invoices must be received by SANBAG no later than 60 days after the quarter. 5. SANBAG shall be fully responsible for obtaining cost reimbursements of CMAQ funds. SANBAG shall ensure that the SAFE -TEA LU funds are used for authorized purposes in compliance with laws, regulations, and the provision of the terms in this agreement, and that performance goals are achieved 6. SANBAG shall review all billings submitted by RCTC for accuracy and process payment based thereon to RCTC in a timely manner. C12553.docx Page 2 of 9 82 7. RCTC shall maintain during the term of this Agreement and for three years thereafter accounting records which cover the receipt and disbursement of all funds provided for the programs administered and implemented under this Agreement. Such records shall be made available for inspection during normal business hours by duly authorized representatives of SANBAG, SANBAG's auditors, Caltrans, Federal Highway Administration, and the United States Department of Transportation, so that SANBAG can comply with the Single Audit Act and OMB Circular No. A-133. C. Term. 1. This Agreement shall commence on July 1, 2012 and terminate on June 30, 2012, unless it is extended by a written amendment approved by the parties. 2. Either party may terminate this Agreement by giving thirty (30) days written notice to the other for no or any reason, including, but not limited to, changes in legislation, rules and regulations impacting trip reduction programs. SANBAG shall pay for any service provided up to the effective date of the termination. 3. The Executive Directors of both RCTC and SANBAG shall have the authority in their sole discretion to give notice of termination on behalf of their respective agencies. D. Indemnification and Insurance. 1. (a) It is understood and agreed that neither RCTC nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by SANBAG under or in connection with any work authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless RCTC, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, authority or jurisdiction delegated to SANBAG under this Agreement. (b) It is understood and agreed that neither SANBAG nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by RCTC under or in connection with any work authority or jurisdiction delegated to RCTC under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, RCTC shall fully defend, indemnify and save harmless SANBAG, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RCTC or its consultants under or in connection with any work, authority or jurisdiction delegated to RCTC under this Agreement. 2. Insurance Requirements C12553.docx Page 3 of 9 83 Without anyway affecting the indemnity provision identified in this Contract, RCTC shall, at the RCTC's sole expense, and prior to the commencement of any work, procure and maintain in full force, insurance through the entire term of this Agreement. and shall be written with at least the following limits of liability: (a) Professional Liability - Shall be provided in an amount not less than $1,000,000, per claim and $2,000,000 in the aggregate. RCTC shall secure and maintain this insurance or "tail" coverage provided throughout the term of this Contract and for a minimum of three (3) years after Contract completion. (b) Workers' Compensation - Worker's Compensation insurance shall be provided in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with $250,000 limits, covering all persons providing services on behalf of RCTC and all risks to such persons under this Agreement. (c) Commercial General Liability - To include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad -Form Property Damage and Independent Contractors' Liability, in an amount of not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate written on an occurrence form. For products and completed operations a $2,000,000 aggregate shall be provided. (d) Automobile Liability - To include owned, non -owned and hired automobiles, in an amount of not less than $1,000,000 per occurrence, combined single limit, and in the aggregate written on an occurrence form. (e) Network and Privacy Insurance. RCTC shall carry, or shall cause its third party contractor to carry, Network and Privacy (Errors and Omissions) insurance in an amount of not less than $1,000,000 per claim and $1,000,000 in the annual aggregate, protecting RCTC and SANBAG from the following exposures relating to RCTC's or any of its subcontractors performance under the Agreement: (1) the theft, dissemination and/or unauthorized disclosure of use of confidential information and personally identifiable information (not to be limited bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and (ii) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar C12553.docx Page 4 of 9 84 computer -related property and the data, software, and programs used herein. If such insurance is maintained on an occurrence basis, RCTC or its third party contractor shall maintain such insurance for an additional period of one year following the end of the applicable Term. If such insurance is maintained on a claims -made basis, RCTC or its third party contractor shall maintain such insurance for an additional period of three year following the end of the applicable Term. (f). Umbrella/Excess Liability Insurance: Proof of Coverage- RCTC shall furnish certificates of insurance to SANBAG evidencing the insurance coverage required above, prior to the commencement of performance of services hereunder, and such certificates shall include San Bernardino Associated Governments/San Bernardino County Transportation Authority) as additional insured on Comprehensive General Liability Insurance or Commercial General Liability Insurance and auto insurance. Prior to commencing any work, RCTC shall furnish SANBAG with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Article. If the insurance company elects to cancel or non -renew coverage for any reason, the CONSULTANT will provide SANBAG 30 days' notice of such cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium, the RCTC will provide SANBAG ten (10) days' notice. RCTC shall maintain such insurance from the time RCTC commences performance of services hereunder until the completion of such Services. All certificates of insurance are to include the contract number and Project Manager' name. (g) Additional Insured- All policies, except for Workers Compensation and Professional Liability policies, shall contain endorsements naming SANBAG and its officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out to the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for SANBAG to vicarious liability but shall allow coverage for SANBAG to the full extent provided by the policy. (h) Waiver of Subrogation Rights - RCTC shall require the carriers of the above required coverages to waive all rights of subrogation against SANBAG, its officers, employees, agents, volunteers, contractors, and subcontractors. All general auto liability insurance coverage provided shall not prohibit RCTC or CONSULTANT'S employees or agents from C12553.docx Page 5 of 9 85 waiving the right of subrogation prior to a loss or claim. CONSULTANT hereby waives all rights of subrogation against SANBAG. (i) All policies required herein are to be primary and non-contributory with any insurance carried or administered by SANBAG. (j) Certificates/Insurer Rating/Cancellation Notice. (1) RCTC shall maintain and shall require its consultants to maintain such insurance from the time the Services commence until the Services are completed, except as may be otherwise required by this Section. (2) RCTC may legally self -insure, but shall require its consultants to place insurance with insurers having an A.M. Best Company rating of no less than A: VIII and licensed to do business in California. (3) RCTC and its consultants shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the Services. E. Rights of SANBAG and RCTC. The Executive Directors of both SANBAG and RCTC shall have full authority to exercise their respective entity's rights under this contract. F. Ownership of Materials/Confidentiality/Use of Data. (1) Ownership. All materials and data, including data on magnetic and electronic media, prepared by RCTC or subconsultant under this Agreement pertaining to or for the benefit of SANBAG, excluding any source code, shall become the common property of the RCTC and SANBAG. RCTC and SANBAG shall not be limited in any way in its use of such data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the respective party's sole risk and provided that the other party shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this Agreement. Neither party to this Agreement shall sell the data or other materials prepared under this Agreement without the written permission of both parties. (2) Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials described in subsection (1) either created by or provided to RCTC in connection with the performance of this Agreement shall be held confidential by RCTC. Such materials shall not, without the prior written consent of SANBAG, be used by RCTC 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. Nothing furnished to RCTC that is otherwise known to RCTC or is generally known, or has become known, to the related industry shall be deemed confidential. RCTC shall not use SANBAG's name or insignia, photographs of the project, or any publicity pertaining to the Services in any magazine, trade paper, C12553.docx Page 6 of 9 86 newspaper, television or radio production or other similar medium without the prior written consent of SANBAG. (3) Use of Data. All data shall be provided to SANBAG in hard copy and electronic media. Data in electronic media shall be provided in a form that will allow SANBAG to use, access, and manipulate the data to prepare reports and perform other ride matching activities contemplated by this Agreement. All San Bernardino data, hard copy and electronic format, shall be provided to SANBAG within 30 days upon written notice. (4) Limitations on SANBAG Ownership Rights and Rights to Data. SANBAG's rights under Section F(1) and (F)(3) above shall be in accordance with and subject to any limitations contained in RCTC's agreement(s) with its subcontractors retained for the performance of the services under this Agreement. The terms of such subcontracts shall control over the terms of this Agreement. G. Independent Contractor. SANBAG retains RCTC on an independent contractor basis and RCTC and its consultants shall not be employees of SANBAG. The consultants and other personnel performing the Services under this Agreement on behalf of RCTC shall at all times be under RCTC's exclusive direction and control. RCTC shall pay all wages, salaries, and other amounts due its employees in connection with their performance of Services under this Agreement and as required by law. RCTC shall be responsible for all reports and obligations respecting such employees, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. H. Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against a party hereto and payable under Paragraph D(1), Indemnification and Insurance. 1. Consent. Whenever consent or approval of any party is required under this Agreement, that party shall not unreasonably withhold nor delay such consent or approval. [Signatures on following page] C12553.docx Page 7 of 9 87 SIGNATURE PAGE TO AGREEMENT C12553 BY AND BETWEEN SAN BERNARDINO ASSOCIATED GOVERNMENTS AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2012/2013 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS IN WITNESS THEREOF, THE AUTHORIZED PARTIES HAVE BELOW SIGNED AND EXECUTED THE AGREEMENT ON THE EFFECTIVE DATE: SAN BERNARDINO ASSOCIATED GOVERNMENTS COMMISSION RIVERSIDE COUNTY TRANSPORTATION Larry McCallon, President John J. Benoit, Chairman APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM SANBAG FOR RCTC Penny Alexander -Kelley, SANBAG Counsel Best, Best & Krieger, LLP, General Counsel CONCURRENCE: Kathleen Murphy -Perez Contracts Manager C12553.docx Page 8 of 9 88 Attachment "A " Scope of Work San Bernardino Employer and Commuter Assistance Programs Fiscal Year 2012-13 Inland Empire Rideshare Services Provide a variety of services to employers and commuters, who participate in trip reduction activities. Activities shall include, but not be limited to: RideGuide/survey services, employer technical assistance, promotions, RideGuide production, coordination/dissemination of surveys and resulting report analysis for target marketing, Rideshare Connection broadcast e -mails, CommuteSmart News, networking meetings and coordination with other rideshare agencies and service providers. Assist multi -site and multi jurisdictional headquarters employers within the County as well as related worksites outside of the County. Oversee and maintain a regional website (CommuteSmart.info), IE511.org website, social media platforms, and other regional products/outreach as assigned. Respond and coordinate inquiries with SANBAG that are San Bernardino specific generated from 511, 1 -800 -COMMUTE, 1-866-RIDESHARE, CommuteSmart.info, as well as direct referrals. Oversee and maintain a regional database of commuters, working with the five county transportation commission's (CTCs) throughout the region, with SANBAG owning all data and records (hard copy and electronic formats) related to San Bernardino County, subject to the limitations contained in Section F(4) of the Agreement. Market the regional Guaranteed Ride Home Program to employers in San Bernardino County. Assist in the County's leased Park'N'Ride lot program. Operate the 511 program through phone and web services, providing enhancements, resolving issues, conducting marketing and periodic surveys. Conduct special projects and studies, as assigned, and coordinate with/inform SANBAG rideshare staff if special projects and/or studies impact the San Bernardino Rideshare Program. Related Expenses ($1,035,774): Includes labor, office expenses, marketing materials, office equipment, computer programming, telephone and other direct expenses. Goals: I. Implementation of commuter assistance programs to approximately 380 regulated and non -regulated employer worksites in San Bernardino County, to assist in the development and implementation of trip reduction programs and for technical assistance. 2. Work with 90 employers on AVR/Transportation surveys and AVR calculations. C12553.docx Page 9 of 9 89 3. Maintain an accurate database of 52,000 active San Bernardino County commuter registrants, resulting from completed commuter surveys at 90 San Bernardino County employers. 4. Disseminate 7,800 RideGuides to San Bernardino County commuters at 380 worksites. 5. Provide assistance to six multisite/multijurisdictional headquarters located in San Bernardino County representing 47 worksites in San Bernardino, Riverside, as well as Los Angeles and Orange counties. 6. Develop and implement three employer transportation network meetings, one promotional marketing campaign at San Bernardino employer worksites, and other events. 7. Produce and disseminate other regional marketing materials, as standalone campaigns within the Inland Empire or regional campaigns in coordination with the five CTCs. 8. Broadcast 14 Rideshare Connection e -mails to San Bernardino County employers. 9. For the two -county area, respond to 1,300 inquires/calls from commuters who work or reside in San Bernardino or Riverside counties, via 1-866-RIDESHARE, 1 -800 - COMMUTE, CommuteSmart.info, 511, direct referrals and other internet sources. Of these 1,300 inquiries, 325 RideGuides will be generated. In addition, 500 Inland residents will register in the database via the www.ridematch.info and the www.ie511.org website. SANBAG will be copied on responses that are specific to San Bernardino County. 10. Manage and operate the 511 system which will be available to commuters 24 hours a day, 7 days per week, 365 days per year. 11. The 511 phone system will provide assistance to 29,000 callers per month throughout the year. The system will have the capacity to handle 100,000 concurrent callers. 12. The www.ie511.org website will potentially receive 19,000 unique visitors per month. Website will be able to handle 100,000 concurrent users. 13. Continue 511 marketing/outreach and coordinating development of the marketing plan, campaign themes, surveys, studies and potential collateral materials which include San Bernardino County with SANBAG rideshare staff, before the tasks are implemented. 14. Conduct and coordinate periodic surveys with SANBAG to determine the 511 program use, effectiveness and customer satisfaction. 15. Provide website and phone enhancements/upgrades as needed. Rideshare Incentive Programs Option Rideshare offers San Bernardino County residents who commute to work, up to $2 a day (in local merchant gift cards) for each day they participate in a rideshare mode, during a three-month period. The Vanpool Incentive Program provides up to $1,800 over nine months in discounted vanpool fares. Team Ride provides ongoing ridesharers who reside in San Bernardino County a Rideshare Plus Rewards Book, with discount coupons from more than 135,000 merchants throughout the southland. RCTC to manage and operate the Incentive Programs listed above, and to coordinate and discuss with SANBAG when potential changes to San Bernardino County Incentive Programs are being considered. C12553.docx Page 10 of 9 90 Related Expenses ($764,226): Includes labor, office expenses, marketing materials, office equipment, computer programming,. telephone, direct commuter incentives (gift cards/ subsidies) and other direct expenses. Goals: 1. The Option Rideshare program will enlist 1,500 County residents, who commute to work to 145 employers in Southern California. These participants on average have a one-way commute distance of 27.59 miles and the goal is to reduce 145,000 one way vehicle trips from the roadways. 2. Team Ride registrants will consist of 7,000 members when the program is at its highest membership. Members will work at employment sites from 380 employers throughout Southern California. C12553.docx Page 11 of 9 91 ATTACHMENT 2 Riverside County Transportation Commission REGIONAL RIDEMATCH DATABASE SERVICES FY 12/13 SCOPE OF WORK — Trapeze Software Manage the regional ridematch database system and parallel school database system on behalf of and in partnership with the County Transportation Commission's (CTC's). Each database will be secured from tampering yet accessible to users needs with timely and accurate software. Monitor and maintain the performance of the hardware and connectivity software of the regional ridematch local area network, web facing servers, Citrix servers, ridematching website and Exchange server. Maintenance of the ridematching and school software will be coordinated with the software vendor, Trapeze, and their designated product support staff. Monitor network and server performance to ensure that quality and throughput are optimum and that system integrity is maintained. Task 1: Manage and coordinate the regional rideshare database system in partnership with the CTC's to ensure the effective delivery of ridematching services to employers, TMA's and commuters of the five county region. Coordinate software and database maintenance and installation of enhancements. Work with CTC staffs to identify needs or program refinements on an annual basis, including AVR Program refinements as required by the South Coast Air Quality Management District (SCAQMD) and/or Ventura County Air Pollution Control District (VCAPCD). Work with Trapeze staff to develop programs to satisfy identified needs, and to install and test them. Install periodic updates from Trapeze. Monitor the system and augment security and data access controls as needed to maintain the confidentiality of information, including an annual vulnerability and penetration test by a contractor secured by Riverside County Transportation Commission (RCTC). Task includes travel expense for three visits per year to each CTC office, if necessary, and annual license maintenance fees. Also includes the annual cost of testing for web site security against a hack attack. a. Review RidePro error logs on a daily basis, assess error messages to determine next steps, take action with the appropriate entities (i.e., internal action, CTC's or Trapeze support staff) to secure resolution of issues. b. Install product updates and enhancements including customized programming authorized by CTC's. Provide testing of new programs and enhancements to ensure that programs are functioning correctly and that any program compatibility issues are resolved. c. Monitor performance of the servers, routers and switches to ensure system is operating at peak performance. d. Review all security logs as they are collected via GFI. e. Report any system downtime to CTC's. 92 f. Facilitate collective policy decisions relating to operational and procedural functionality of the system. g. Provide liaison between the CTC's and the SCAQMD for maintenance and required updates to the AVR functions of the databases. h. Coordinate with CTC technical staffs regarding hardware specifications and conformity. i. Produce Monthly Rideshare Services Report of regional ridematching activity. Task 2: Maintain the address geo-coding database for translation of street addresses and intersections into geographic references for ridematching, mapping, and other geographic referential products. On a bi-annual basis include a zip code overlay in the update of the digital base maps. Zip code overlay will be purchased and implemented by Trapeze. a. Coordinate annual updates of digital base maps with CTC's and Trapeze. b. Identify and resolve any discrepancies in digital base maps in response to geocoding anomalies. Task 3: Maintain computer software (i.e., RidePro administrative tracking) to accurately and concisely track rideshare database activities and services for reporting to CTC's. a. Quarterly rideshare database report including website activity. Task 4: Provide technical and help desk support services to CTC staffs. Provide assistance with troubleshooting of problems related to functionality of software and/or wide area network connectivity. Provide training or instructional materials on new programs and functions within the RidePro and AVR databases to CTC staffs. a Respond daily to on-line and telephone technical inquires and trouble reports. b. Assess source of reported problems, determine appropriate actions, and facilitate resolution by appropriate staff. c. Prepare and distribute quarterly summary of reported problems and actions taken. d. Provide "help" information as needed to all users. e. Provide liaison between CTC's and Trapeze product support staff. 93 Task 5: A. Operating Equipment Maintain computer system hardware, consistent with the specifications provided by Trapeze Software and agreed to by the CTC's, to accommodate the regional rideshare database, and the implementation and operation of the LocalArea Network. Repair or replace hardware items as needed or as recommended by the "End of Life" (EOL) cycle by the product manufacture (no longer supported). 1. Periodic hardware and software maintenance of Database Servers, Storage Area Network, two Citrix Terminal Services Servers for remote access, Web Server, Job Process Server, workstation for network administration, and various routers, firewalls and switches as needed. B. Network Connectivity Maintain the configuration of four bonded T1 lines, connection to efficiently operate the LAN/WAN. 1. Monitor and troubleshoot operation of four bonded T1 Circuits for Ridematching Website access and for access to Terminal Services Server via Citrix. 2. Monitor and troubleshoot access lines to ensure operational integrity and security. On -going analysis of capacity issues and recommendations for additions or improvements. 3 94 Riverside County Transportation Commission REGIONAL RIDEMATCH DATABASE SERVICES FY 12/13 SCOPE OF WORK — Basetech Software Manage the regional ridematch database system on behalf of and in partnership with the County Transportation. Commissions (CTCs). The system will be secured from tampering yet accessible to multiple users' needs with timely and accurate software. Monitor and maintain the performance of the hardware and connectivity software of the regional ridematch local area network and ridematching website. Maintenance of the ridematching software and associated modules will be coordinated with the software vendor, Base Technologies, Inc. (BaseTech), and their designated product support staff. Monitor bandwidth and website load times to ensure that quality and throughput are optimum and that system integrity is maintained. Task 1: Day to Day Operations Manage and coordinate the regional rideshare database system in partnership with the CTCs to ensure the effective delivery of ridematching services to employers, TMAs and commuters of the five county region. j. Review application error logs on a daily basis, assess error messages to determine next steps, take action with the appropriate entities (i.e., internal action, CTCs or BaseTech support staff) to secure resolution of issues. k. Review all security logs as they are collected through the dedicated firewall, web server, and database logs. 1. Report any scheduled or unscheduled system downtime to CTCs, troubleshoot as necessary and identify reason for downtime and estimated time to be back on line. Task 2: Upgrades, Patches, and System Administration Coordinate software and database maintenance and installation of enhancements. Work with CTC staffs to identify needs or program refinements on an annual basis, including AVR Program refinements as required by the South Coast Air Quality Management District (SCAQMD) and/or Ventura County Air Pollution Control District (VCAPCD). Work with BaseTech staff to develop programs to satisfy identified needs, and to coordinate the installation and testing of periodic updates from BaseTech on an as -needed basis. Coordinate the monitoring of the system and augmenting of security and data access controls as needed to maintain the confidentiality of information, including an annual 4 95 vulnerability and penetration test by a contractor secured by Riverside County Transportation Commission (RCTC). Task includes annual license maintenance fees. Also includes the annual cost of testing for web site security. a. Facilitate collective policy decisions relating to operational and procedural functionality of the system. b. Coordinate feedback from CTCs regarding programming functionality, programming issues and development ideas. Provide testing of new programs and enhancements as well as custom ad -hoc reporting to ensure that all program modules are functioning correctly and that any program compatibility issues are resolved. c. Provide liaison between the CTCs and the SCAQMD for maintenance and required updates to the AVR functions of the databases. d. Coordinate changes to reporting and functionality between internal staff, CTCs, SCAQMD, and selected vendors. e. Work with selected contractor to facilitate web testing for security and to monitor performance of the servers, routers and switches to ensure system is operating at peak performance. f. Perform ongoing analysis of capacity issues and recommendations for additions or improvements. Task 3: Support Roles Provide technical and help desk support services to CTC staffs. Provide assistance with troubleshooting of problems related to functionality of software. Provide training or instructional materials on new programs and functions within the Komotor rideshare web application and associated modules to CTC staffs. a. Respond daily to on-line and telephone technical inquires and trouble reports. b. Assess source of reported problems, determine appropriate actions, and facilitate resolution by appropriate staff. c. Prepare and distribute quarterly summary of reported problems and actions taken. d. Provide "help" information as needed to all users. e. Provide liaison between CTCs and BaseTech product support staff. 5 96 Task 4: Operating Equipment and Network Connectivity A. Operating Equipment Monitor server performance and bandwidth use, consistent with the specifications provided by BaseTech, to accommodate the regional rideshare database and associated modules. Rackspace, the selected server management company, will be responsible for repair or replacement of all hardware items to be handled on an as -needed basis or as recommended by the "End of Life" (EOL) cycle by the product manufacture on a 365/24/7 basis with a one hour replacement time guarantee. Rackspace will also be responsible for security patches, updates for server operating system and core system applications as well as firewalls, network switches, and load balancers. B. Network Connectivity Keycard protocols, biometric scanning prototcols and round-the-clock interior and exterior surveillance monitor access to every Rackspace data center. To provide multiple redundancies the data center housing the regional ridematch local area network is also linked to the internet through a minimum of 5-9 different internet service providers on high performance bandwidth. Rackspace will monitor and troubleshoot access lines to ensure operational integrity and security. 97 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: June 25, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Amendment to the Agreement with the California Highway Patrol to Fund Additional CHP Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 10-45-084-02, Amendment No. 2 to Agreement No. 10-45-084-00, with the California Highway Patrol (CHP) for the addition of one-half of a full-time equivalent CHP officer position for the supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County in the amount of $78,751; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: The FSP program is responsible for quickly finding and clearing congestion -causing incidents and providing direct assistance to stranded motorists, thereby maintaining optimal capacity of the highway system and increasing public safety. Acting in its capacity as the Service Authority for Freeway Emergencies (SAFE) for Riverside County, the Commission operates a FSP program in partnership with Caltrans and CHP. The Commission's role is to contract with tow service providers and other consultants that may be necessary for the successful implementation of the program. Caltrans is responsible for the administration of funding, statewide planning, and conducting special studies to support local FSP programs. Finally, the CHP is generally responsible for individual tow operator training and supervision of the day to day FSP field operations to ensure that services provided by tow contractors are of the highest quality feasible. Caltrans allocates funds to the CHP for dedicated CHP resources to support FSP operations. The Inland CHP division, which has jurisdiction over both the SANBAG and the Commission FSP programs, applied the Caltrans FSP funding allocation to determine staffing for the two FSP programs with three full-time FSP CHP officers. Agenda Item 10 98 Ultimately, this allocation provides the Commission's FSP program with a full-time equivalent (FTE) of only 1 .5 officers. Over the past five years, the Commission has added beats and expanded its FSP coverage area; however, the number of officers for the program has remained flat. Currently, the 1.5 FTE officer allocation supports a program that spans a large and very active coverage area of over 80 centerline miles of highway in Riverside County and provides nearly 46,000 assists to motorist each year. DISCUSSION: The CHP has supplemental agreements with various SAFEs statewide for overtime and/or additional personnel. Since 2001, the Commission has executed agreements with CHP due to the limited personnel and nature of the FSP program. In addition to field supervision during FSP operating hours (5:30 a.m. to 8:30 a.m. and 3:00 p.m. [1:00 p.m. on Fridays] to 7:00 p.m.) there are services performed between operating hours that support the program, therefore requiring CHP officers to work overtime. Below is a sample of the services performed by FSP CHP officers: In -field Supervisory Services Provided During FSP Operating Hours: (not all inclusive) • Provide in field, on scene, program supervision; • Provide "real time" decisions to incidents occurring in the field; • Enforce program rules and guidelines through in field supervision; • Conduct all investigations with regard to equipment, personnel, damage, complaints; • Inspect tow trucks on a spot check basis as needed; • Serve as a FSP liaison between agencies, such as with other CHP personnel, Caltrans, cities, counties, etc.; and • Be available to the public for FSP concerns/questions/comments/complaints. Administrative Supervisory Services Provided During Non-FSP Hours: (not all inclusive) • Conduct background checks, testing, fingerprinting, and certifications for new FSP drivers; • Prepare training class materials (binders and maps); • Conduct training classes; • Track extra truck time, fines, penalties, and certificates (driver license, DL64, medical cards, and motor carrier permits); • Prepare monthly billing; • Maintain the standard operating procedures manual; Agenda Item 10 99 • Maintain drop point maps to include changing local regulations; • Monitor the automatic vehicle locator system, personal digital assistant (PDA) items, radios, and any other computer related FSP equipment; • Maintain required "field ready" equipment such as backup PDA items, safety vests, brochures, survey forms, and magnetic signs; • Participate in the RFP process for new vendors and beats; • Maintain driver files, records, etc. for all FSP drivers; • Track FSP driver's tenure and performance with regard to driver recognition and rewards; • Attend various FSP related required meetings and training (Technical Advisory Committee and quarterly drivers' meeting). The current CHP agreement, which was approved by the Commission in May 2010, was initiated for an amount not to exceed $200,295 for a term of three years covering FY 2009/10 through FY 2012/13. This agreement was subsequently amended in February 2011, to add $57,648 for incremental hours required for the 1-21 5 South widening construction project. Accordingly, the not to exceed amount for the amended agreement for both regular and construction related FSP services shall not exceed $257,943. The 2009 Statewide FSP Staffing Analysis of CHP provided a recommendation for the Riverside and San Bernardino programs, as a whole, to add an additional CHP officer for optimal staffing levels. The addition of a fourth officer would provide each program with a total of two dedicated officers per program. This would ensure that each county could be covered with an officer on both the morning and evening shifts; instead of splitting time between the two programs. This also allows for 1) greater access for the FSP drivers to contact either officer with in -field questions, 2) coverage for officer time off, and 3) CHP to become more proactive with enforcement of the program policies and contract compliance. Staff discussed the recommendation with CHP and SANBAG and recommends amending the current CHP agreement to add $78,751 for a one-half FTE CHP officer position to implement the study's recommendation and maintain optimal levels of CHP supervision for the FSP program for the remainder of the contract term ending June 30, 2013. The other one-half FTE CHP officer position would be funded by SANBAG through a separate agreement with CHP. The new total not to exceed amount for the CHP agreement including the addition of a one-half FTE CHP officer position shall not exceed $336,694. Staff also recommends incorporating language into the amendment to provide for flexibility in the usage of overtime hours for construction projects between fiscal years, as long as the total contract amount is not exceeded. Agenda Item 10 100 Financial Information In Fiscal Year Budget: Yes Year: FY 2012/13 Amount: $78,751 Source of Funds: DMV User Fees Budget Adjustment: No GLA No.: 201 45 81016 Fiscal Procedures Approved: \ ,=t Date: 06/18/12 Attachment: Agreement No. 10-45-084-02 Agenda Item 10 101 Agreement No. 10-45-084-02 CHP# 10R061002 AMENDMENT NO. 2 TO AGREEMENT NO. 10R061002 FUNDING AGREEMENT BETWEEN DEPARTMENT OF CALIFORNIA HIGHWAY PATROL AND RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES THIS AMENDMENT NO. 2 is made and entered into this day of , 2012, by and between the California Highway Patrol, hereinafter called CHP, and the Riverside County Transportation Commission hereinafter called RCTC, acting in its capacity as the Riverside County Service Authority for Freeway Emergencies. WHEREAS, by Agreement No. 10R061002, effective July 1, 2010, through June 30, 2013, RCTC and CHP entered into an agreement for overtime supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County; and WHEREAS, RCTC desires and CHP agrees to increase the maximum expenditures for Fiscal Year 2012-2013 by $78,750.66; NOW THEREFORE, it is mutually understood and agreed by RCTC and CHP that Agreement No. 10R061002 is hereby amended in the following particulars only: Amend GENERAL PROVISIONS, Page 2 of 5, paragraph 5, to add "RCTC also agrees to reimburse the CHP for one half of a full-time officer position. For a total of $78,750.66 for Fiscal Year 2012-2013. Amend GENERAL PROVISIONS, Page 2 of 5, paragraph 6, "in no event shall the total amount exceed $257,942.76." in lieu of insert "in no event shall the total amount exceed $336,693.42." 1 102 Agreement No. 10-45-084-02 CHP# 10R061002 The balance of said Agreement remains unchanged. RIVERSIDE COUNTY DEPARTMENT OF CALIFORNIA TRANSPORTATION COMMISSION HIGHWAY PATROL John J. Benoit, Chair T. L. Anderson, Assistant Chief Administrative Services Division Date APPROVED AS TO FORM: Date Best, Best & Krieger LLP General Counsel Date 2 103 Riverside County Transportation Co ion TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: SUBJECT: June 20, 2012 Possible Conflicts of Interest Issues - Western Riverside County Programs and Projects Committee Agenda of June 25, 2012 The June 25, 2012 agenda of the Western Riverside County Programs and Projects Committee includes items which may raise possible conflicts of interest. A RCTC member 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 any entity or individual listed. Agenda Item No. 7 - Agreement with Ninyo & Moore to Manage and Implement Property Remediation Consu/tant(s): Ninyo & Moore Walter R. Crone, Principal Environmental Geologist 475 Goddard, Suite 200 Irvine, CA 92618 Agenda Item No. 8 - Agreement with RBF/Baker Consulting for Construction Management Services for the Construction of the State Route 74 Curve Widening Project Consultant(s): RBF Consulting Michael Ty/man, Senior Vice President 40810 County Center Drive, Suite 100 Temecula, CA 92591 MBI Media Mary McCormick, President & CEO 957 S. Village Oaks Dr. Covina, CA 91724-0607 Twining, Inc. Chris Gerber, Vice President 2883 E. Spring St. Long Beach, CA 90806 RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN -IN SHEET JUNE 25, 2012 AGE CY G►/r t-ifI ri/n1/4 Val,/ AA w i E MAIL ADDRESS n �� <<>vc.:77rneill-Uba -1 � RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL JUNE 25, 2012 County of Riverside, District I County of Riverside, District V City of Banning City of Corona City of Eastvale City of Jurupa Valley City of Menifee City of Moreno Valley City of Norco City of Perris City of San Jacinto City of Wildomar Present 0121/ Absent ❑❑❑❑❑❑❑❑